PC Connection, Inc. Director Compensation Summary as of December 31, 2013
This document outlines the compensation structure for directors of PC Connection, Inc. as of December 31, 2013. Directors receive an annual retainer of $75,000, with additional fees for committee participation and chair roles. Each director was also granted 2,500 restricted stock units, partially vesting immediately and the remainder over four years. Directors are reimbursed for reasonable expenses related to board duties. The agreement details the specific amounts paid to each director for 2013.
Exhibit 10.62
Summary of Compensation for Directors
As of December 31, 2013, PC Connection, Inc.’s directors consisted of: (i) Joseph Baute; (ii) David Beffa-Negrini; (iii) Barbara Duckett; (iv) Patricia Gallup; (v) David Hall; and (vi) Donald Weatherson. Each director receives an annual retainer of $75,000, payable quarterly, for service on the Board. Each independent director also receives an annual retainer of $15,000, payable quarterly, for participation in the Board’s audit and compensation committees. In addition, Board members who act in a chairman capacity receive annual fees as follows: Board chair, $35,000; Board vice-chair, $10,000; audit committee chair, $10,000; compensation committee and sub-committee chair, $5,000. On December 3, 2013, each director was awarded 2,500 restricted stock units, valued at a price of $23.36 per unit, of which 500 restricted stock units vested on the grant date. The remaining restricted stock units vest in four equal annual installments beginning on December 3, 2014. The restricted stock awards are settled in equivalent shares of our common stock upon vesting. The table below sets forth the retainer fees paid for 2013:
| Director | Annual Retainer | Chairman Fees | Audit and Compensation Committee | Total Retainer Fee Paid for 2013(1) | ||||||||||||
| Joseph Baute | $ | 75,000 | $ | 10,000 | $ | 15,000 | $ | 100,000 | ||||||||
| David Beffa-Negrini | 75,000 | 75,000 | ||||||||||||||
| Barbara Duckett | 75,000 | 5,000 | 15,000 | 95,000 | ||||||||||||
| Patricia Gallup | 75,000 | 35,000 | — | 110,000 | ||||||||||||
| David Hall | 75,000 | 75,000 | ||||||||||||||
| Donald Weatherson | 75,000 | 10,000 | 15,000 | 100,000 | ||||||||||||
| (1) | In addition, non-officer directors receive reimbursement for all reasonable expenses incurred in attending board and committee meetings. |
