Board. Newly elected directors are only entitled to receive the annual equity award in the first fiscal year commencing immediately following the date such newly elected director becomes a member of the Board. For Fiscal 2015, compensation for service on the standing committees of the Board is paid in quarterly installments as follows:
| | | | | | | | | | Committee | | Chair Annual Retainer | | Member Annual Retainer | Audit | | $ | 26,000 |
| | $ | 15,000 |
| Compensation | | 15,000 |
| | 6,000 |
| Nominating and Corporate Governance | | 10,000 |
| | 5,000 |
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In addition, if a non-employee director attends in excess of 20 in-person committee meetings of our Board in one fiscal year, then such director receives $1,500 for each meeting in excess of 20 that such director attends. We maintain a non-employee director share retention requirement, requiring each non-employee director to retain ownership of 100% of his or her covered shares, net of taxes and transaction costs, until the earlier of (i) the date of such director’s termination of employment or (ii) the date such person is no longer a director. On November 24, 2014, equity awards of 5,988 restricted stock were granted to each of Messrs. Davis, Luterman and Ianna, which vested on September 30, 2015. Director Compensation Table The following table shows for Fiscal 2015 certain information with respect to the compensation of the directors of the Company, excluding Philip A. Falcone, Omar M. Asali and David Maura, whom did not receive any compensation for service as a director of HRG and whose compensation for their service as officers of HRG is disclosed above in the section entitled “Summary Compensation Table.”
| | | | | | | | | | | | | | Name (1) | | Fees Earned or Paid in Cash | | Stock Awards (2) | | Total | Frank Ianna (3) | | $ | 129,500 |
| | $ | 80,000 |
| | $ | 209,500 |
| Gerald Luterman (3) | | 135,500 |
| | 80,000 |
| | 215,500 |
| Joseph Steinberg (4) | | 91,000 |
| | — |
| | 91,000 |
| Eugene I. Davis (3) | | 136,000 |
| | 80,000 |
| | 216,000 |
| Keith Hladek (5) | | — |
| | — |
| | — |
| Andrew Whittaker (6) | | 80,000 |
| | — |
| | 80,000 |
| Curtis Glovier (7) | | — |
| | — |
| | — |
|
| | | (1) | Messrs. Falcone, Maura and Asali were employees of our Company and did not receive any compensation from the Company for their services as HRG directors. See section titled “Summary Compensation Table.” | (2) | This column reflects the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). | (3) | On November 25, 2014, equity awards of 5,988 restricted stock were granted to each of Messrs. Davis, Luterman and Ianna, which vested on September 30, 2015. | (4) | Mr. Steinberg joined the Board on July 1, 2014. Mr. Steinberg was entitled to, but did not receive director fees for his service to HRG for Fiscal 2014 or Fiscal 2015 until after Fiscal 2015. Accordingly, in addition to cash compensation reflected in the table above, on November 25, 2015, Mr. Steinberg was awarded 11,486 fully vested shares of the Company’s common stock, representing the initial award for services in Fiscal 2014 and an award for Fiscal 2015. Mr. Steinberg also received fees for Fiscal 2015 from Spectrum Brands and FGL, each of which will be disclosed in the public filings of Spectrum Brands and FGL. | (5) | Mr. Hladek was an employee of Harbinger Capital and did not receive any compensation for his service as a director of the Company. Mr. Hladek resigned from the Board, effective as of December 1, 2014. | (6) | Mr. Whittaker joined the Board on July 1, 2014. Mr. Whittaker was entitled to, but did not receive director fees for his service to HRG for Fiscal 2014 or Fiscal 2015, until after Fiscal 2015. Accordingly, in addition to cash compensation reflected in the table above, on November 25, 2015, Mr. Whittaker was awarded 11,486 fully vested shares of the Company’s common stock, representing the initial award for services in Fiscal 2014 and an award for Fiscal 2015. | (7) | Mr. Glovier joined the Board on February 19, 2015. Mr. Glovier is entitled to, but has not yet received compensation for his services as director of HRG. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Currently, our Compensation Committee is composed of Messrs. Eugene I. Davis (Chairman), Curtis A. Glovier, Frank Ianna, Gerald Luterman and Joseph S. Steinberg. None of the members of our Compensation Committee is or has ever been one of our officers or employees. In addition, during Fiscal 2015, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or our Compensation Committee.
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