Description of Director Compensation Policy (Effective October 1, 2013)
This document outlines the compensation policy for members of the Board of Directors, effective October 1, 2013. Directors receive a $50,000 annual cash retainer, with additional cash retainers for Board Chair and Lead Independent Director roles. Directors are also granted equity awards, including stock-settled stock appreciation rights and restricted stock units, with specific vesting schedules. Additional compensation is provided for service on Board committees. The policy details eligibility, vesting terms, and conditions for both initial and annual equity grants.
EXHIBIT 10.24
Description of Director Compensation
(Effective 10/1/13)
| Compensation Element |
| Terms or Amounts |
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| General Board Service — Cash |
| · Board retainer: $50,000 · Board meeting fees: none |
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| General Board Service — Equity |
| · Initial grant: Shares equal to a Black Scholes value of $300,000, with 70% of the value issued in stock-settled stock appreciation rights (“SS-SARs”) and 30% of the value issued in restricted stock units (“RSUs”). Black Scholes value to be based on value used for most recent annual executive compensation analysis.
· Annual grant: Shares equal to a Black Scholes value of $150,000, with 70% of the value issued in stock-settled stock appreciation rights (“SS-SARs”) and 30% of the value issued in restricted stock units (“RSUs”). Black Scholes value to be based on value used for most recent annual executive compensation analysis. |
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| Equity Vesting |
| · Initial grant: SS-SARs: 4-year vest; 25% cliff vest after one year and monthly thereafter. RSUs: 4-year vest; 50% on the two year anniversary and 50% on the four year anniversary of the grant date. · Annual grant: 100% vest on the one year anniversary of the grant date. · If a director resigns from the Board effective at an annual meeting that is no more than 30 days prior to the vesting date of a grant, the director shall vest in that portion of the grant vesting on such vesting date. · Directors are eligible for an annual grant in their first year of service only if they have served as a Board director for at least 6 months prior to the annual grant. |
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| Board Chair Compensation |
| · $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000). · Receives same Committee member/chair retainers and equity awards as other Directors. |
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| Lead Independent Director Compensation |
| · $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000). · Receives same Committee member/chair retainers and equity awards as other Directors. |
| Committee Service Compensation |
| · Any Board member who participates in the following Board committees shall receive the following additional retainer compensation: | ||||||||
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| Committee |
| Chair |
| Member |
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| Audit |
| $ | 20,000 |
| $ | 10,000 |
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| Compensation |
| $ | 15,000 |
| $ | 5,000 |
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| Corporate Governance & Nominating |
| $ | 10,000 |
| $ | 2,500 |
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| Operating Committee |
| $ | 20,000 |
| $ | 10,000 |
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