Alliance HealthCare Services, Inc. Summary of Compensation Arrangements for Directors
EX-10.24 6 exhibit1024-directorcompen.htm DIRECTOR COMPENSATION Exhibit 10.24 - DirectorCompensation
Exhibit 10.24
Alliance HealthCare Services, Inc.
Summary of Compensation Arrangements for Directors
Under our 2014 compensation program for non-employee directors, we pay our non-employee directors an annual fee of $40,000 for their services as directors, payable in quarterly installments of $10,000 each. In addition, each director who is unaffiliated with Oaktree and MTS (each, an “Unaffiliated Director”) will receive automatically a restricted stock unit award on December 31, 2014 with a number of units calculated as $140,000, divided by the average share price of our Common Stock over the 15-day period preceding the grant date, rounded down to the nearest whole unit. This restricted stock unit award will vest on December 31, 2015 if the Unaffiliated Director continues his service with us through that date. Each of Messrs. Bendikson, Harmon and Lane (the “Oaktree/MTS Directors”) receive cash compensation of $140,000 for his Board service during 2014.
Our directors also received the following retainers for their service on committees of the Board of Directors and for serving as a chair of a committee:
Committee Chair Retainers | |||
Audit | $ | 30,000 | |
Compensation | 5,000 | ||
Nominating and Corporate Governance | 5,000 | ||
Committee Member Retainers | |||
Audit | 15,000 | ||
Compensation | 5,000 | ||
Nominating and Corporate Governance | 5,000 | ||
Pursuant to his offer letter from May 31, 2012, Mr. Buckelew is also entitled to director compensation for his services as Chairman of the Board for the period following the appointment of our Chief Executive Officer, Mr. Percy C. Tomlinson, on October 1, 2013. A summary of Mr. Buckelew’s offer letter is included in our proxy statement for the 2014 annual meeting of stockholders.
As in prior years, non-employee directors received reimbursement of travel expenses related to their Board service.
We have established a directors’ deferred compensation plan for all non-employee directors. No directors elected to participate in the directors’ deferred compensation plan in 2013 or 2014, and only Mr. Dimick has an account balance under the directors’ deferred compensation plan. Upon retirement, separation from the Board or the occurrence of a change of control event, Mr. Dimick has the option of being paid cash or receiving common stock for his phantom shares.
