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GMCR » Topics » N ON - MANAG EMENT DIRECTORS COMPENSATION IN FISCAL 2007

This excerpt taken from the GMCR DEF 14A filed Jan 28, 2008.

NON-MANAG EMENT DIRECTORS’ COMPENSATION IN FISCAL 2007

 

Name

    Fees Earned
or Paid in
Cash ($)		    Stock
Awards
(1) ($)		    Option
Awards
(2)(3)
($)		    Total
($)

Barbara Carlini

    —      18,000    36,487    54,487

William D. Davis

    11,000    14,000    36,487    61,487

Jules A. del Vecchio

    16,000    —      36,487    52,487

Michael J. Mardy

    3,000    —      7,440    10,440

Hinda Miller

    —      20,000    36,487    56,487

Dave E. Moran

    16,000    —      36,487    52,487

 

(1) Represents value of director fees paid as phantom stock units under the 2002 Deferred Compensation Plan.

 

(2) Represents the dollar amount recognized for financial statement reporting purposes with respect to the 2007 fiscal year for the fair value of options granted to directors in fiscal 2007 and prior fiscal years, in accordance with FAS123R. The fair value was estimated using the Black-Scholes model. For information on the valuation assumptions, please refer to note 2 and 13 of the Company’s financial statements in the Form 10-K for the year ended September 29, 2007 as well as Form 10-Ks related to prior years.

 

(3) In fiscal 2007, the Company granted ten-year non-statutory options to purchase 9,000 shares each to Messrs. Davis, del Vecchio, and Moran, and to Ms. Miller and Ms. Carlini. All of these options are exercisable at $19.05 per share and vest over four years. Mr. Mardy was granted options to purchase 9,000 shares on 6/14/2007, the date he was elected to the board. These options have an exercise price of $23.91 per share, and vest and become exercisable ratably in four equal annual installments beginning on the first anniversary of the grant date.

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

 

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fiscal 2007 was $8,000. In fiscal 2007, 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 2007 the person holding the chairmanship of the audit committee in the first half of the year, Mr. Davis, received an annual retainer of $5,000. Annual retainers and meeting fees are unchanged in fiscal 2008. The Audit Committee chairperson received an annual retainer of $5,000 for fiscal 2008.

Ms. Carlini, Mr. Davis, and Ms. Miller have elected to participate in the Company’s 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.

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