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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. 2009 Director
Compensation
The following describes compensation we will pay our
non-employee directors in 2009:
The annual director retainer and committee chair and membership
fees are paid on a quarterly basis 50% in cash and 50% in
deferred stock units. The number of deferred stock units issued
is based on our stock price on the quarterly determination date.
Directors may elect to receive more than 50% of the retainer and
fees in deferred stock units. Board members do not receive
additional fees for meeting attendance.
We make available to each director a term life insurance policy
owned by us with a $1.1 million death benefit payable
$1 million to us, which benefit we will donate to a
charitable beneficiary of the director’s choice, and
$100,000 paid directly to a personal beneficiary of the
director’s choice. In the event we undergo a
change-in-control
or a director retires, we will pay the premiums for the policies
for one year from the date of the
change-in-control
or retirement as applicable. Directors are not required to use
this benefit and not all directors have opted to use the benefit.
Table of Contents
We provide for a company match of a director’s qualifying
charitable contributions in an amount up to $10,000 per year.
We maintain a policy to make available to our directors the
right to use annually one week at a Wyndham Vacation Ownership
timeshare facility.
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. 2008 Director
Compensation
The following describes compensation we will pay our
non-employee directors in 2008:
Table of Contents
The annual director retainer and committee chair and membership
fees are paid on a quarterly basis 50% in cash and 50% in
deferred stock units. The number of deferred stock units issued
is based on our stock price on the quarterly determination date.
Directors may elect to receive more than 50% of the retainer and
fees in deferred stock units. Board members do not receive
additional fees for meeting attendance.
We make available to each director a term life insurance policy
owned by us with a $1.1 million death benefit payable
$1 million to us, which benefit we will donate to a
charitable beneficiary of the director’s choice, and
$100,000 paid directly to a personal beneficiary of the
director’s choice. In the event we undergo a
change-in-control
or a director retires, we will pay the premiums for the policies
for one year from the date of the
change-in-control
or retirement as applicable.
We provide for a company match of a director’s qualifying
charitable contributions in an amount up to $10,000 per year.
In 2007 we adopted a policy to make available to our directors
the right to use annually one week at a Wyndham Vacation
Ownership timeshare facility.
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. 2007 Director
Compensation
The following describes compensation we will pay our
non-employee directors in 2007:
The annual director retainer and committee chair and membership
fees are paid on a quarterly basis 50% in cash and 50% in
deferred stock units. The number of deferred stock units issued
is based on our stock price on the quarterly determination date.
Directors may elect to receive more than 50% of the retainer and
fees in deferred stock units. Board members do not receive
additional fees for meeting attendance.
Table of Contents
In addition to this compensation, Directors Biblowit, Mulroney
and Richards are insured by term life insurance policies owned
by us with a $1.1 million death benefit payable
$1 million to us, which benefit we will donate to a
charitable beneficiary of the director’s choice, and
$100,000 paid directly to a personal beneficiary of the
director’s choice. Mr. Buckman is currently insured by
a term life insurance policy established when he was an
executive officer of Cendant with a $1 million death
benefit payable to us. We expect to insure all of our directors
under the arrangement currently in place for Directors Biblowit,
Mulroney and Richards described above.
We adopted a policy providing for a company match of a
director’s charitable contributions in an amount up to
$10,000 per year.
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