Issue link: http://catalog.e-digitaleditions.com/i/275026
33 COMPENSATION OF DIRECTORS Director Compensation The structure of our non-employee director pay program in 2013 was generally unchanged from 2012 . Directors who are also employees receive no additional compensation for their service as a director. Directors who were not employees received a fixed annual fee of $60,000 in 2013 and an additional annual fee of $55,000 if they served on one or more Committees of the Board. The Audit Committee chair received an additional $20,000 and all other Committee chairs received an additional $10,000. Dr. Doliveux, Mr. Lance and Ms. Stryker each received $25,000 in 2013 for their service on a special committee formed by the Board in February 2012 to lead a search for a new Chief Executive Officer to replace our previous CEO, who had resigned at that time. Ms. Francesconi received $45,000 for her service as chair of that committee. Mr. Parfet received an additional fee for his services as Non-Executive Chairman, which resulted in his annual cash compensation for all roles in which he serves the Company totaling $300,000. During 2013, we granted each outside director an option to purchase 5,520 shares of Common Stock, with an exercise price of $64.01, equal to the closing price on the last market trading day before the grant date, and 1,380 restricted stock units. The table below sets forth the actual compensation paid during 2013 to our directors who were not employees. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(2) Option Awards ($)(3) Total ($) Howard E. Cox, Jr. ............................................................... 125,000 86,871 84,041 295,912 Srikant M. Datar, Ph.D. ........................................................ 115,000 86,871 84,041 285,912 Roch Doliveux, DVM .......................................................... 140,000 86,871 84,041 310,912 Louise L. Francesconi .......................................................... 170,000 86,871 84,041 340,912 Allan C. Golston .................................................................. 135,000 86,871 84,041 305,912 Howard L. Lance ................................................................. 150,000 86,871 84,041 320,912 William U. Parfet ................................................................. 300,000 86,871 84,041 470,912 Andrew K. Silvernail(1) ....................................................... 5,918 0 0 5,918 Ronda E. Stryker .................................................................. 140,000 86,871 84,041 310,912 ______________ (1) Mr. Silvernail was elected a director on November 26, 2013. The annualized fee of $60,000 for Mr. Silvernail was pro-rated for his partial year of service. (2) The Stock Awards column represents the aggregate grant-date fair value of awards calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification based on the number of shares granted and the closing price of our Common Stock on the last trading day before the grant date. (3) The Option Awards column represents the aggregate grant-date fair value of awards calculated in accordance with the Compensation — Stock Compensation Topic of the FASB Codification for stock option grants made in 2013. Stock Compensation values are derived using the Black-Scholes option pricing model assumptions that are discussed under the heading "Grant-Date Fair Value of Stock and Option Awards" beginning on page 26. The following table sets forth the number of unvested restricted stock units and unexercised stock options held by each non- employee director as of December 31, 2013: Name Stock Awards Outstanding at December 31, 2013 (#) Option Awards Outstanding at December 31, 2013 (#) Howard E. Cox, Jr. ................................................................................................... 1,380 77,170 Srikant M. Datar, Ph.D. ............................................................................................ 1,380 38,525 Roch Doliveux, DVM .............................................................................................. 1,380 25,428 Louise L. Francesconi .............................................................................................. 1,380 61,170 Allan C. Golston ....................................................................................................... 1,380 15,200 Howard L. Lance ...................................................................................................... 1,380 38,945 William U. Parfet ...................................................................................................... 1,380 60,970 Andrew K. Silvernail ................................................................................................ 0 0 Ronda E. Stryker ...................................................................................................... 1,380 77,170 Options to non-employee directors become exercisable at 20% of the underlying shares per year over five years. Restricted stock units vest on March 21 of the next calendar year after the grant date. Non-employee directors are subject to our stock ownership guidelines of five times the annual retainer within five years of joining the Board. See "Compensation Discussion and Analysis — Executive and Non-Employee Director Stock Ownership Guidelines" on page 22.