Tesoro Corporation Non-Employee Director Compensation Program (2014)

Contract Categories: Human Resources › Compensation Agreements
Summary

Tesoro Corporation's 2014 Non-Employee Director Compensation Program outlines payments to its non-employee directors, including an annual retainer of $250,000 split between cash and restricted stock units (RSUs). Additional compensation is provided for the Board Chair and Committee Chairs. In August 2014, the Board approved increases to both the cash and equity portions of the annual compensation, with adjustments effective immediately and in the next grant cycle. RSUs granted vest one year from the date of grant. The program specifies how and when directors are compensated for their service.

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EX-10.1 2 tso2q2014-ex101.htm NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM. TSO2Q2014-EX.10.1


Exhibit 10.1

TESORO CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM



As previously disclosed, the Company’s director compensation program for 2014 provided for an annual retainer of $250,000, payable $110,000 in cash and $140,000 in the form of restricted stock units representing the right to receive shares of common stock with dividend equivalent rights (“RSUs”). Such RSUs vest one year from the date of grant, which is made in connection with the annual meeting of stockholders. In addition, the Chairman of the Board and Committee Chairs were entitled to the following annual amounts: Board Chair -- $200,000; Audit Committee Chair and Compensation Committee Chair -- $20,000; Environmental Health, Safety & Security Committee Chair and Governance Committee Chair -- $15,000.

The Board of Directors adopted changes to the director compensation program to (1) increase the cash portion of the annual compensation by $10,000 effective August 1, 2014 and (2) increase the equity-based portion of the annual compensation by $10,000 effective with the May 2015 grant cycle. The Board granted each of the non-employee directors an award of $7,500 in RSUs (or 126 RSUs), effective August 1, 2014, to compensate each director for (a) the pro-rata portion of the additional $10,000 in annual equity compensation for the period from August 1, 2014 through April 30, 2015. The RSUs will vest one year from the date of grant.