Director Compensation Schedule Effective August 2, 2018

Summary

This schedule outlines the compensation for independent directors of the company, effective August 2, 2018, until changed by the Board. Independent directors receive a base cash retainer of $50,000, or $56,000 if they serve on the Audit Committee. All independent directors also receive an annual stock retainer valued at $70,000. Additional cash retainers are provided for certain leadership roles, such as Non-Executive Chair and committee chairs. No fees are paid for meeting attendance. The stock retainer applies to the service year ending at the 2019 annual meeting.

EX-10.5 4 exhibit105scheduleitodirec.htm EXHIBIT 10.5 Exhibit
Exhibit 10.5

SCHEDULE I

DIRECTOR COMPENSATION SCHEDULE

August 2, 2018

The following shall remain in effect until changed by the Board:

Base Cash Retainer
 
All Independent Directors (other than a member of the Audit Committee)

$50,000

Members of the Audit Committee

$56,000

Annual Stock Retainer (FMV)(1)
 
All Independent Directors

$70,000

Supplemental Cash Retainers(2)
 
Non-Executive Chair

$50,000

Audit Committee Chair

$12,500

Compensation Committee Chair

$10,000

Nominating and Corporate Governance Committee Chair

$10,000

Finance and Investment Committee Chair

$10,000


Independent Directors will not receive any fees for attendance at meetings of the Board of Directors or committees thereof.

(1) Effective for the service year ending at the 2019 annual meeting.

(2) Effective August 2, 2018