This excerpt taken from the GMCR DEF 14A filed Jan 25, 2007.
Directors who are also employees of the Company do not receive compensation for serving as directors. Directors who are not employees of the Company are paid a retainer and are reimbursed for ordinary and necessary travel expenses incurred in connection with attendance at each Board meeting. The annual retainer in fiscal 2006 was $8,000. In fiscal 2006, each non-employee director earned $2,000 per meeting attended and $1,000 per committee meeting which is held on days other than board meeting dates in addition to the annual retainer. In addition, for fiscal 2006 the Audit Committee chairperson received an annual retainer of $5,000. Annual retainers and meeting fees are unchanged in fiscal 2007. The Audit Committee chairperson received an annual retainer of $5,000 for fiscal 2007.
Ms. Carlini, Mr. Davis, and Ms. Miller have elected to participate in the Companys 2002 Deferred Compensation Plan. Mr. Davis is deferring receipt of his annual retainer and chairperson fee for calendar 2006 and 2007 (up to a maximum of $20,000 for 2007 fees). Ms. Carlini has elected to defer receipt of 100 percent of her board meetings and committee meeting fees for calendar 2006 and 2007. Ms. Miller has elected to defer receipt of 100 percent of her board meetings and committee meeting fees for calendar 2006 and 2007.
In addition, the Company has granted stock options from time to time to its outside directors. In fiscal year 2006, the Company granted ten-year non-statutory options to purchase 3,000 shares each to Messrs. Davis, del Vecchio, and Moran, and to Ms. Miller and Ms. Carlini. All of these options are exercisable at $36.91 per share and vest over four years.
See the section of this Proxy Statement entitled Security Ownership of Certain Beneficial Owners and Management for information as to ownership of Company securities by nominees for director.