PC Connection, Inc. Director Compensation Summary as of December 31, 2012
This document outlines the compensation structure for directors of PC Connection, Inc. as of December 31, 2012. Directors receive an annual retainer of $75,000, with additional fees for committee participation and chair roles. Independent directors receive an extra $15,000 for serving on audit and compensation committees. Chairpersons receive further annual fees depending on their roles. Each director was also granted 4,000 restricted stock units, vesting over two years. Directors are reimbursed for reasonable expenses related to board duties.
Exhibit 10.62
Summary of Compensation for Directors
As of December 31, 2012, 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 November 12, 2012, each director was awarded 4,000 restricted stock units, valued at a price of $11.35 per unit, which vest ratably over two years, beginning on November 12, 2015 and are settled in equivalent shares of our common stock upon vesting. The table below sets forth the retainer fees paid for 2012:
| Director | Annual Retainer | Chairman Fees | Audit and Compensation Committee | Total Retainer Fee Paid for 2012(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. |
