WellPoint, Inc. Board of Directors Compensation Program (Amended May 18, 2011)
This agreement outlines the compensation program for members of the WellPoint, Inc. Board of Directors. Directors receive annual cash retainers, additional payments for serving as Lead Director or Committee Chairs, and meeting fees for attending Board and Committee meetings. Directors are also granted shares of company stock annually, subject to a five-year deferral period. Directors must own at least $400,000 in company stock within five years of joining the Board. The company covers annual physical exams and reimburses travel and related expenses for Board duties.
Exhibit 10.7
WELLPOINT, INC.
BOARD OF DIRECTORS COMPENSATION PROGRAM
(AS AMENDED EFFECTIVE MAY 18, 2011)
CASH COMPENSATION—Retainers
Annual Board Retainer:
| • | $50,000 for all Directors paid quarterly in advance (in four equal installments of $12,500) on January 1, April 1, July 1 and October 1. |
Annual Retainer for Lead Director:
| • | $25,000 for the Lead Director paid quarterly in advance (in four equal installments of $6,250) on January 1, April 1, July 1 and October 1. |
Additional Annual Retainer for Committee Chairs:
| • | $15,000 for the Chair of the Audit Committee of the Board of Directors paid quarterly in advance (in four equal installments of $3,750) on January 1, April 1, July 1 and October 1. |
| • | $10,000 for the Chair of each other Committee of the Board of Directors paid quarterly in advance (in four equal installments of $2,500) on January 1, April 1, July 1 and October 1. |
CASH COMPENSATION—Meeting Fees
Board of Directors Meetings:
| • | $2,000 for Board of Directors Meetings held in person |
| • | $1,000 for Board of Directors Meetings held telephonically unless otherwise specified |
Committee Meetings:
| • | $2,000 for the Audit Committee Meetings held in person |
| • | $1,000 for the Audit Committee Meetings held telephonically unless otherwise specified |
| • | $1,500 for all other Committee Meetings held in person |
| • | $750 for all other Committee Meetings held telephonically unless otherwise specified |
STOCK COMPENSATION
Annual Full Value Share Grant:
Each Director will receive, subject to the deferral described below, an annual grant of the number of shares equal to three and one-half times the Annual Board Retainer on the date of the WellPoint, Inc. annual meeting of shareholders. The number of shares of the Annual Full Value Share Grant will be calculated using the following formula:
[Annual Board Retainer X 3.5] divided by [the closing price of the WellPoint, Inc. common stock as reported on the New York Stock Exchange on the date of the annual meeting of shareholders] = Number of shares of the Annual Full Value Share Grant.
Deferral of Full Value Share Grants:
Each Annual Full Value Share Grant will be deferred for a minimum period of 5 years from the date of the Grant (“Deferral Period”) in accordance with the terms of the Director Deferred Compensation Plan. Such Grants shall not be distributed to the Directors until the earlier of the expiration of the Deferral Period or the date on which a Director ceases to be a member of the Board of Directors.
Director Ownership Guidelines:
Each Director shall have the obligation to own at least $400,000 of WellPoint, Inc. common stock (including deferred shares and phantom stock, but not options) commencing on the later of May 3, 2007 or the fifth anniversary of the date such Director became a member of the Board of Directors.
MISCELLANEOUS
Annual Physical Exam:
WellPoint, Inc. will pay the cost of an annual physical examination for each Director.
Expenses:
WellPoint, Inc. will reimburse each Director for all travel, lodging and other expenses incurred in connection with the attendance at and/or participation in any and all Board of Directors Meetings and Committee Meetings and related matters in accordance with the WellPoint, Inc. Travel and Entertainment Policy.
