The following table summarizes the total compensation of each of the Company’s Directors during Fiscal 2013, other than Mr. Barnes whose compensation is included in the Summary Compensation Table.
|Name||Fee earned or paid in cash|
|Sir Malcolm Williamson(2)||93,874||-||93,874|
|H. Todd Stitzer(2)||190,382||125,000||315,382|
|Dale W. Hilpert||90,000||110,000||200,000|
|Thomas G. Plaskett||110,000||110,000||220,000|
(1) In accordance with ASC 718, the amounts calculated are based on the aggregate grant date fair value of the restricted stock units (in the column entitled “Stock Awards”). For information on the valuation assumptions, refer to note 23 in the Signet financial statements filed on Form 10-K for the fiscal year ended February 2, 2013.
(2) Sir Malcolm Williamson retired from the Board in June 2012.
(3) Mr. Blanchard retired from the Board in February 2013.
(4) Ms. Drosos joined the Board in July 2012.
The Company has a share ownership policy applicable to Directors to better align management’s interests with those of Shareholders over the long-term.
The independent Directors are expected to achieve a minimum share ownership of twice the value of their annual stock award within five years of election to the Board of Directors. Once these share ownership holdings are achieved at any given share price, the requirement is considered to have been met notwithstanding any subsequent change in share price. The minimum holding is to be maintained while he or she is a Director of the Company.
The Chairman of the Board receives an annual fee of $375,000. This total is split so that $250,000 per annum is paid quarterly, and $125,000 is paid in restricted shares based upon the closing share price on the day of the annual general meeting.
The annual basic fee for independent Directors is $200,000, split so that $90,000 per annum is paid in cash quarterly in arrears (at the prevailing exchange rate where appropriate) and $110,000 is paid in restricted shares based upon the closing share price on the day of the annual general meeting. No Committee meeting fees are payable, but additional annual amounts are paid to the chairman of each of the Committees in the sums of $20,000 per annum for the Audit and Compensation Committees and $15,000 for the Nomination and Corporate Governance Committee.
The Company has entered into indemnification agreements with the independent Directors (and some of the executive officers) of the Company, agreeing to indemnify such persons against expenses, judgments, fines and amounts paid in settlement of, or incurred in connection with, any threatened, pending or completed action, suit or proceeding in which the Director was or is, or is threatened to be made, a party by reason of his or her service as a Director, Officer, employee or agent of the Company, provided that the Director acted in good faith and in a manner he or she reasonably believed to be in the best interest of the Company and, with respect to any criminal action or proceeding, provided he or she had reasonable cause to believe such actions were lawful. Each indemnification agreement also provides for the advance of expenses incurred by the Director in defending any proceeding.