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1) The GCs in our database were named in proxies covering fiscal year 2005. Some have since left their companies or changed jobs within their companies.
2) All values are as reported in the proxy table or the footnote. If there is no information, award value was calculated as follows: number of award units x FYE stock price. If the unit is 1x the award, CompAnalyst Executive assumed a 5-year cliff vesting and divided the value by 5.
3) Regardless of whether the company’s proxy listed option values under the Black-Scholes or 5 percent methods, CompAnalyst Executive calculated values are based on the following assumptions: Stock Price = Strike Price. Strike Price (expiration price) is loaded from the proxy statement. Time to expire is the difference between the option expiration year (loaded from the proxy) and the year for which the option was filed with the SEC. Volatility is calculated using stock prices based on the time to expire. Risk Free Interest Rate is based on the U.S. Government Bond Yield determined by the time to expire on the option grant date. CompAnalyst stores the 1,5,7, and 10 year treasury interest rates. Rates will be interpolated on a linear basis if they are not stored. Dividend yield is the annualized dividend yield on the option grant date (dividend per share/stock price). Dividend per share is calculated as the dividend payout on or before the option grant date, multiplied by the annual dividend frequency. For example, if a dividend payout is $.30, it is multiplied by an annual frequency of 4 to get an annualized dividend per share value of $1.2. This value is then divided by the stock price (on or before the option grant date) of $10. The annualized dividend yield is 12 percent ((.30*4)/10). Number of options is loaded from the proxy.
4) Total direct compensation is derived from the sum of salary, bonus, other compensation, all other compensation, restricted stock awards and options.
5) A CompAnalyst Executive calculation of options for Francis X. Frantz (No. 5) using the Black-Scholes method was unavailable, so the option number listed for Frantz, $2,085,163, is based on the 5 percent method used in his company's proxy.
6) George R. Mahoney Jr. (No. 124) and Janet G. Kelley (No. 150), both served as GCs of Family Dollar during 2005. Mahoney retired in May 2005, the same month that Kelley was promoted from senior counsel to GC.
7) Mark H. Webbink (No. 174) and Michael R. Cunningham (No. 178) both served in the legal department at Red Hat Inc. during fiscal 2005. Webbink was deputy GC for the full fiscal year, and Cunningham became GC in June 2004.
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