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GMCR » Topics » N ON - MANAGEMENT DIRECTORS COMPENSATION IN FISCAL 2008

This excerpt taken from the GMCR DEF 14A filed Jan 26, 2009.

NON-MANAGEMENT DIRECTORS’ COMPENSATION IN FISCAL 2008

 

Name

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

Barbara Carlini

    —      34,000    51,000    85,000

William D. Davis

    3,000    36,000    51,000    90,000

Jules A. del Vecchio

    29,000    —      51,000    80,000

Michael J. Mardy

    37,000    —      32,000    69,000

Hinda Miller

    —      37,000    51,000    88,000

Dave E. Moran

    29,000    —      51,000    80,000

 

(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 2008 fiscal year for the fair value of options granted to directors in fiscal 2008 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 27, 2008 as well as Form 10-Ks related to prior years.

 

(3) In fiscal 2008, the Company granted ten-year non-statutory options to purchase 4,400 shares each to Messrs. Davis, del Vecchio, Mardy, and Moran, and to Ms. Miller and Ms. Carlini. All of these options are exercisable at $27.37 per share and vest over four years.

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 for directors in fiscal 2008 was $19,000. In fiscal 2008, 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, in fiscal 2008, Mr. Davis, Mr. Mardy, and Ms. Miller each received a retainer of $5,000 for the chairmanship of the Compensation Committee, the Audit Committee, and the Governance Committee, respectively.

Mr. Stiller did not receive director fees in fiscal 2008, but he will receive standard director fees in 2009 as well as a chairman fee of $50,000. In fiscal 2009, annual retainers increase to $30,000 for each non-employee director. Meeting fees and committee chair fees are unchanged in fiscal 2009, with the exception that in fiscal 2009, Mr. Davis will receive a lead director fee of $10,000.

Ms. Carlini, Mr. Davis, and Ms. Miller have elected to participate in the Company’s 2002 Deferred Compensation Plan. Mr. Davis elected to defer receipt of his annual calendar 2007 and 2008 fees (up to a maximum of $20,000 for 2007 fees and $40,000 for 2008 fees). Ms. Carlini has elected to defer receipt of 100 percent of her board meetings and committee meeting fees for calendar 2007 and 2008. Ms. Miller has elected to defer receipt of 100 percent of her board meetings and committee meeting fees for calendar 2007 and 2008.

 

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