BATS GLOBAL MARKETS, INC. NON-EMPLOYEE DIRECTORS COMPENSATION POLICY Effective as of January 1, 2016
Exhibit 10.14
BATS GLOBAL MARKETS, INC.
NON-EMPLOYEE DIRECTORS COMPENSATION POLICY
Effective as of January 1, 2016
The Board of Directors (the Board) of Bats Global Markets, Inc. (the Company) has approved this director compensation policy (the Policy), which establishes compensation to be paid to each director of the Company who is not an employee of the Company (each, a Non-Employee Director), effective as of January 1, 2016, as an inducement to obtain and retain the services of persons qualified to serve as members of the Board. Capitalized terms used but not defined in this policy will have the meanings set forth in the Bats Global Markets, Inc. 2016 Non-Employee Directors Compensation Plan (the Plan).
This policy is subject to annual review by the Compensation Committee of the Board (the Committee) to confirm continued alignment between the compensation of the Companys Non-Employee Directors, the Companys business and its stockholders interests, and to ensure that the Companys director compensation program is competitive with those of its peers. During the course of its review, the Committee may consider the annual retainer, chairman and committee chair retainers, meeting fees and other benefits offered to Non-Employee Directors and payable under this Policy. The Committee will report on its annual review to the Board, which is responsible for administering the Plan, and any changes to the Policy must be approved by the Board.
The elements of compensation for the Companys Non-Employee Directors below are expressed as annual amounts (on a calendar basis).
Retainers, Committee Fees and Meeting Fees
Retainers and Committee Fees
Board Retainer |
| $ | 180,000 |
|
Chairman Retainer (inclusive of Board Retainer) |
| $ | 360,000 |
|
Audit Committee Chairman Fee |
| $ | 40,000 |
|
Audit Committee Member Fee |
| $ | 20,000 |
|
Compensation Committee Chairman Fee |
| $ | 20,000 |
|
Compensation Committee Member Fee |
| $ | 10,000 |
|
Nominating and Corporate Governance Committee Chairman Fee |
| $ | 15,000 |
|
Nominating and Corporate Governance Committee Member Fee |
| $ | 7,500 |
|
The retainers are payable in the form of a combination of cash and restricted stock, ranging from fifty percent (50%) to one hundred percent (100%) restricted stock, at the Non-Employee Directors election.
The cash component of retainers and committee fees are payable quarterly in arrears (each such date, a Payment Date). The number of shares of the Companys voting common stock, par value
$0.01 per share (Common Stock) underlying grants of restricted stock will be determined by dividing the portion of the annual retainer that the Non-Employee Director elects to take in the form of restricted stock by the Fair Market Value of a share of Common Stock on the Grant Date. The Grant Date is the date on which a grant of restricted stock is made under the Policy, which shall be the date of the Companys annual general meeting of stockholders. Restricted stock will vest 100% on the first anniversary of the applicable Grant Date, subject to the terms and conditions of the Plan. If any Non-Employee Director fails to make such an election prior to the initial cash payment date of each year, such Non-Employee Director will receive fifty percent (50%) of his or her retainer in the form of restricted stock, with all remaining compensation payable in cash.
The committee fees are payable in the form of a combination of cash and restricted stock, ranging from zero percent (0%) to one hundred percent (100%) restricted stock, at the Non-Employee Directors election. The number of shares of Common Stock underlying such grants of restricted stock will be determined by dividing the portion of the committee fees that the Non-Employee Director elects to take in the form of restricted stock by the Fair Market Value of a share of Common Stock on the Grant Date, and the grants of such restricted stock will be made on the Grant Date. Restricted stock will vest 100% on the first anniversary of the applicable Grant Date, subject to the terms and conditions of the Plan.
Any Non-Employee Director who commences service on the Board on a date other than the date of the Companys annual general meeting of stockholders will receive retainers and committee fees pro-rated as of such start date and payable only in cash.
If any Non-Employee Director ceases to be a member of the Board before the expiration of his or her term, all unvested restricted stock will be forfeited and such Non-Employee Director will be paid a pro-rata portion of his or her retainer and committee fees.
Meeting Fees
Non-Employee Directors are not eligible for meeting fees.
Expenses Relating to Board Service
The Company will reimburse each Non-Employee Director for reasonable expenses incurred by such Non-Employee Director in connection with his or her Board service, including travel, lodging and meals, subject to the Companys requirements for reporting and documentation of such expenses.
Stock Ownership Guidelines
Non-Employee Directors will be subject to stock ownership guidelines, as they may be in effect from time to time.