SLE » Topics » Summary Compensation Table and Narrative Disclosure

This excerpt taken from the SLE DEF 14A filed Sep 16, 2009.

Summary Compensation Table and Narrative Disclosure

 

The following table presents, for the fiscal years ended June 27, 2009, June 28, 2008 and June 27, 2007, the compensation of Brenda C. Barnes, our principal executive officer, Mark A. Garvey, our Interim Chief Financial Officer, Theo de Kool, our former principal financial officer, and Messrs. Fraleigh, Nolan and van Oers, the next three most highly-compensated executive officers who were serving as executive officers of Sara Lee at the end of fiscal 2009. The named executive officers also include one additional former executive officer, Margaret M. Foran, who would have been among the three most highly-compensated executive officers if she had continued to serve as an executive officer on the last day of the fiscal year.

 

For information on the role of each component within the total compensation package, see the relevant description in the “Compensation Discussion and Analysis” beginning on page 21 of this proxy statement. For more information regarding how the amounts in the table are calculated, see the narrative that follows the footnotes to the table.

 

This excerpt taken from the SLE DEF 14A filed Sep 16, 2008.

Summary Compensation Table and Narrative Disclosure

 

The narrative, table and footnotes below describe the total compensation paid for fiscal year 2008 to the “named executive officers,” who are Brenda C. Barnes (Sara Lee’s principal executive officer), Theo de Kool (Sara Lee’s principal financial officer), and the next three most highly compensated individuals who were serving as executive officers of Sara Lee on June 28, 2008, the last day of the fiscal year. The “named executive officers” also includes one former executive officer who would have been among Sara Lee’s next three most highly compensated individuals if he had continued to serve as an executive officer on the last day of the fiscal year. The components of the total compensation reported in the Fiscal 2008 Summary Compensation Table are described below. For information on the role of each component within the total compensation package, see the description under the heading “Compensation Discussion and Analysis” beginning on page 19.

 

Salary — This column represents the base salary earned during the fiscal year, including any amounts invested by the named executive officers in Sara Lee’s 401(k) Plan.

 

Stock Awards — This column represents compensation expense recognized by Sara Lee for financial statement reporting purposes in fiscal 2008, computed in accordance with Financial Accounting Standard (FAS) 123R, with respect to the performance stock units (“PSUs”) granted in fiscal 2008, as well as compensation expense recognized for restricted stock units (“RSUs”) and PSUs granted in prior years that continue to be expensed under FAS 123R; however, the amounts exclude any forfeiture assumptions related to service-based vesting conditions, as prescribed by SEC rules. Under FAS 123R, compensation expense is calculated using the closing price of Sara Lee common stock on the date of grant and spread over the vesting period of the RSU or PSU. However, Sara Lee has accelerated recognition of compensation expense for RSUs held by Ms. Barnes and Messrs. de Kool, Nühn, and Janssen because they are or shortly will be retirement eligible. PSUs represent the right to receive shares of Sara Lee common stock if and to the extent performance targets set by the Compensation Committee are achieved. RSUs represent the right to receive shares of Sara Lee common stock if the holder remains employed by Sara Lee through a specified vesting date. The amounts in the table reflect Sara Lee’s accounting expense for the RSUs and PSUs for fiscal 2008 and do not reflect the value that may be ultimately realized by the named executive officers.

 

Option Awards — This column represents compensation expense recognized by Sara Lee in fiscal 2008, in accordance with FAS 123R, with respect to the fair value of options granted in fiscal 2008 and options granted in prior years that continue to be expensed under FAS 123R. Pursuant to SEC rules, these amounts exclude any forfeiture assumptions related to service-based vesting conditions. Options are the right to purchase shares of Sara Lee common stock at a specified price, over a specified term (usually ten years) following the grant date. The amounts in the table reflect Sara Lee’s accounting expense in fiscal 2008 for the options and do not reflect the value, if any, that ultimately may be realized by the named executive officers. For additional information on the valuation assumptions relating to the options, see the note on “Stock-Based Compensation” to Sara Lee’s consolidated financial statements contained in its annual reports on Form 10-K for the fiscal years 2005 – 2008, which are the years in which the options were granted.

 

Non-Equity Incentive Plan Compensation — This column represents cash bonuses earned by the named executive officers for fiscal 2008 under Sara Lee’s Annual Incentive Plan.

 

Change In Pension Value and Nonqualified Deferred Compensation Earnings — This column represents the actuarial increase during fiscal year 2008 in the pension value for the plans in which each named executive officer participates. Sara Lee does not pay above market rates or preferential rates under its non-qualified deferred compensation plans. A description of Sara Lee’s pension benefits is contained under the heading “Pension Benefits” on page 41.

 

All Other Compensation — This column represents all other compensation for fiscal 2008 not reported in the previous columns, such as Sara Lee’s contributions to 401(k) plans, payment of insurance premiums, reimbursement of certain tax expenses, severance payments (in the case of Mr. Nühn) and the costs to Sara Lee of providing certain perquisites and benefits.

 

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This excerpt taken from the SLE DEF 14A filed Sep 14, 2007.

Summary Compensation Table and Narrative Disclosure

 

The narrative, table and footnotes below describe the total compensation paid for fiscal year 2007 to the “named executive officers,” who are Brenda C. Barnes (Sara Lee’s principal executive officer), Theo de Kool (Sara Lee’s principal financial officer), and the next three most highly compensated individuals who were serving as executive officers of Sara Lee on June 30, 2007, the last day of the fiscal year. The components of the total compensation reported in the Fiscal 2007 Summary Compensation Table are described below. For information on the role of each component within the total compensation package, see the description under the heading “Compensation Discussion and Analysis” beginning on page 16.

 

Salary — This column represents the base salary earned during the fiscal year, including any amounts invested by the named executives in Sara Lee’s 401(k) Plan.

 

Stock Awards — This column represents compensation expense recognized by Sara Lee for financial statement reporting purposes in fiscal 2007, computed in accordance with Financial Accounting Standard (FAS) 123R, with respect to the fair value of performance stock units (“PSUs”) granted in fiscal 2007, as well as compensation expense recognized for restricted stock units (“RSUs”) and PSUs granted in prior years that continue to be expensed under FAS 123R; however, the amounts exclude any forfeiture assumptions related to service-based vesting conditions, as prescribed by SEC rules. Under FAS 123R, compensation expense is calculated using the closing price of Sara Lee common stock on the date of grant and spread over the vesting period of the RSU or PSU. However, Sara Lee has accelerated recognition of compensation expense for RSUs held by each of Messrs. de Kool and Palmore because each is or shortly will be retirement eligible. PSUs represent the right to receive shares of Sara Lee common stock if and to the extent performance targets set by the Compensation Committee are achieved. RSUs represent the right to receive shares of Sara Lee common stock if the holder remains employed by Sara Lee through a specified vesting date. The amounts in the table reflect Sara Lee’s accounting expense for the RSUs and PSUs for fiscal 2007 and do not reflect the value actually realized by the named executives.

 

Option Awards — This column represents compensation expense recognized by Sara Lee in fiscal 2007, in accordance with FAS 123R, with respect to the fair value of options granted in fiscal 2007 and options granted in prior years that continue to be expensed under FAS 123R. Pursuant to SEC rules, these amounts exclude any forfeiture assumptions related to service-based vesting conditions. Options are the right to purchase shares of Sara Lee common stock at a specified price, over a specified term (usually ten years) following the grant date. The amounts in the table reflect Sara Lee’s accounting expense in fiscal 2007 for the options and do not reflect the value, if any, that ultimately may be realized by the named executive officers. For additional information on the valuation assumptions relating to the options, see the note on “Stock-Based Compensation” to Sara Lee’s consolidated financial statements contained in its annual report on Form 10-K for the fiscal year in which the option was granted.

 

Non-Equity Incentive Plan Compensation — This column represents cash bonuses earned by the named executives for fiscal 2007 under Sara Lee’s Annual Incentive Plan.

 

Change In Pension Value and Nonqualified Deferred Compensation Earnings — This column represents the actuarial increase during fiscal year 2007 in the pension value for the plans in which each named executive participates. Sara Lee does not pay above market rates or preferential rates under its non-qualified deferred compensation plans. A description of Sara Lee’s pension benefits is contained under the heading “Pension Benefits” on page 38.

 

All Other Compensation — This column represents all other compensation for fiscal 2007 not reported in the previous columns, such as Sara Lee’s contributions to 401(k) plans, payment of insurance premiums, reimbursement of certain tax expenses and the costs to Sara Lee of providing certain perquisites and benefits.

 

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