Apple 2003 Annual Report Download - page 84

(1)
Steven P. Jobs
—
—
60,000
(2)
—
$
551,400
—
Fred D. Anderson
—
—
1,150,000
800,000
$
4,134,125
$
2,952,000
Timothy D. Cook
—
—
800,000
800,000
$
2,952,000
$
2,952,000
Ronald B. Johnson
—
—
1,181,250
618,750
$
451,687
$
205,312
Avadis Tevanian, Jr.
—
—
1,600,000
800,000
$
9,636,522
$
2,952,000
Market value of securities underlying in-the-money options at the end of fiscal year 2003 (based on $20.69 per share, the closing price
of Common Stock on the Nasdaq National Market on September 27, 2003), minus the exercise price.
(2) Includes 60,000 options granted to Mr. Jobs in his capacity as a director pursuant to the 1997 Director Stock Option Plan. In
March 2003, Mr. Jobs voluntarily cancelled all of his outstanding options, excluding those granted to him in his capacity as a director.
Director Compensation
The form and amount of director compensation is determined by the Board after a review of recommendations made by the Nominating
Committee. The current practice of the Board is that a substantial portion of a director's annual retainer be equity-based. In 1998, shareholders
approved the 1997 Director Stock Option Plan (the " Director Plan" ) and 800,000 shares were reserved for issuance thereunder. Pursuant to
the Director Plan, the Company's non-employee directors are granted an option to acquire 30,000 shares of Common Stock upon their initial
election to the Board (" Initial Options" ). The Initial Options vest and become exercisable in three equal annual installments on each of the
first through third anniversaries of the grant date. On the fourth anniversary of a non-employee director's initial election to the Board and on
each subsequent anniversary thereafter, the director will be entitled to receive an option to acquire 10,000 shares of Common Stock (" Annual
Options" ). Annual Options are fully vested and immediately exercisable on their date of grant. As of the end of the fiscal year, there were
options for 370,000 shares outstanding under the Director Plan. Since accepting the position of CEO, Mr. Jobs is no longer eligible for grants
under the Director Plan. Directors also receive a $50,000 annual retainer paid in quarterly increments. Directors do not receive any additional
consideration for serving on committees or as committee chairperson.
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, Albert Gore, Jr. and Dr. Arthur B.
Levinson, none of whom are employees of the Company and all of whom are considered "independent" directors under the applicable
NASDAQ rules. At the beginning of the fiscal year, Mr. Jerome B. York served on the Committee until his resignation in November 2002 at
which time Mr. Drexler was appointed as a member of the Committee. No person who
108
was an employee of the Company in fiscal year 2003 served on the Compensation Committee. No executive officer of the Company (i) served
as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee,
the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served as a
director of another entity, one of whose executive officers served on the Company's Compensation Committee, or (iii) served as a member of
the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of
directors) of another entity, one of whose executive officers served as a director of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of October 31, 2003 (the " Table Date ") with respect to the beneficial ownership of the
Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding shares of Common
Stock; (ii) each director; (iii) each Named Executive Officer listed in the Summary Compensation Table under the heading " Executive
Compensation; " and (iv) all directors and executive officers as a group. On the Table Date, 367,490,665 shares of Common Stock were
issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole
investment power with respect to the shares indicated as beneficially owned.
Security Ownership of Directors, Nominees and Executive Officers
Name of Beneficial Owner
Shares of Common Stock
Beneficially Owned(1)
Percent of Common Stock
Outstanding
Lord, Abbett & Co.
34,864,239
(2)
9.49
%
Steven P. Jobs
5,060,002
(3)
1.38
%
Fred D. Anderson
1,152,672
(4)
*