Big Lots 2013 Annual Report Download - page 24

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Effective May 30, 2013, our director compensation packaged changed, and now consists of: (1) an annual retainer
of $70,000 for each outside director other than the nonexecutive chair; (2) an annual retainer of $160,000 for the
nonexecutive chair; (3) an annual retainer of $30,000 for the Audit Committee chair; (4) an annual retainer of
$20,000 for the chairs of the Compensation Committee and the Nominating / Corporate Governance Committee;
(5) an annual retainer of $15,000 for each Audit Committee member; (6) an annual retainer of $10,000 for each
Compensation Committee member and Nominating / Corporate Governance Committee member; and (7) the
ability to nominate one or more charities to receive from us donations up to $15,000 annually and we will match
charitable donations made by each outside director up to $15,000 annually. The Board also eliminated the fees paid
for Board and committee meetings attended in person and provides for the payment of $750 per telephonic meeting
only when the meeting is the second or subsequent telephonic meeting of the quarter by the Board or committee,
as applicable.
In fiscal 2013, the chair of the Search Committee received a fee of $50,000 and the other members of the Search
Committee each received a fee of $30,000 for their service. The Search Committee’s purpose was to identify a new
CEO to replace Mr. Fishman.
During fiscal 2013, Messrs. Berger, Chambers, Hayes, Mallott, Solt, Tener, Tishkoff, and Ms. Lauderback qualified
as outside directors and, thus, received compensation for their Board service. Due to our employment of Mr.
Campisi and Mr. Fishman as CEO in fiscal 2013, they did not qualify as outside directors and did not receive
compensation for their service as directors. The compensation received by Mr. Campisi as an employee and by
Mr. Fishman as an employee and consultant are shown in the Summary Compensation Table included in this
Proxy Statement.
Restricted Stock
In fiscal 2013, the outside directors also received a restricted stock award having a grant date fair value equal to
approximately $100,000 (2,972 common shares). The fiscal 2013 restricted stock awards were made in June 2013
under the 2012 LTIP. The restricted stock awarded to the outside directors in fiscal 2013 will vest on the earlier of
(1) the trading day immediately preceding the Annual Meeting or (2) the outside director’s death or disability (as
that term is defined in the 2012 LTIP). However, the restricted stock will not vest if the outside director ceases to
serve on the Board before either vesting event occurs.
Director Compensation Table for Fiscal 2013
The following table summarizes the compensation earned by each outside director for his or her Board service in
fiscal 2013.
Name
(a)
Fees Earned
or
Paid in Cash
($)(1)
(b)
Stock
Awards
($)(2)(3)
(c)
Option
Awards
($)(4)
(d)
Non-Equity
Incentive Plan
Compensation
($)
(e)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
All
Other
Compensation
($)(5)
(g)
Total
($)
(h)
Mr. Berger 145,250 100,008 — — — 24,750 270,008
Mr. Chambers 108,500 100,008 — — — 20,000 228,508
Mr. Hayes 110,500 100,008 — — — 15,000 225,508
Ms. Lauderback 117,750 100,008 — — — 16,250 234,008
Mr. Mallott 196,500 100,008 — — — 25,700 322,208
Mr. Solt 100,500 100,008 — — — 15,000 215,508
Mr. Tener 130,250 100,008 — — — 10,000 240,258
Mr. Tishkoff 86,750 100,008 — — — 15,000 201,758
(1) Amounts in this column include the additional fees of $15,000 paid to Mr. Chambers, Mr. Hayes and
Mr. Tener for their increased time commitment in fiscal 2013.