Quanergy Systems, Inc. Non-Employee Director Compensation Policy
Exhibit 10.26
QUANERGY SYSTEMS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(As approved on March 15, 2022)
Each member of the Board of Directors (the Board) who is not also serving as an employee of or consultant to Quanergy Systems, Inc. (the Company) or any of its subsidiaries (each such member, an Eligible Director) will receive the compensation described in this Non-Employee Director Compensation Policy (this Policy) for his or her Board service. An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be.
This Policy will become effective on the date approved by the Board or the Compensation Committee of the Board (the Effective Date). This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.
Annual Cash Compensation
The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.
1. | Annual Board Service Retainer: |
a. | All Eligible Directors: $40,000 |
2. | Annual Committee Chair Service Retainer: |
a. | Chair of the Audit Committee: $20,000 |
b. | Chair of the Compensation Committee: $12,000 |
c. | Chair of the Nominating and Corporate Governance Committee: $8,000 |
3. | Annual Committee Member Service Retainer (not applicable to Committee Chairs): |
a. | Member of the Audit Committee: $8,000 |
b. | Member of the Compensation Committee: $5,000 |
c. | Member of the Nominating and Corporate Governance Committee: $4,000 |
Expenses
The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Companys travel and expense policy, as in effect from time to time.
Equity Compensation
The equity compensation set forth below will be granted under the Companys 2022 Equity Incentive Plan (the Plan).
1. Initial Grants: For each Eligible Director who is first elected or appointed to the Board following the Effective Date, on the date of such Eligible Directors initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted restricted stock units with an aggregate value of $250,000, based on the average closing price of the Companys stock calculated over the twenty (20) consecutive market trading days ending on the market trading day five (5) days prior to the date of grant (the Initial Grant); provided, that, in no event shall the number of shares subject to the Initial Grant exceed 250,000 shares. The shares subject to each Initial Grant will vest over a three-year period, with one-third of the shares subject to the Initial Grant vesting on the first anniversary of the grant date and 1/12th of the shares subject to the Initial Grant vesting in equal quarterly installments thereafter, such that the Initial Grant is fully vested on the third anniversary of the date of grant, subject to the Eligible Directors Continuous Service through each such vesting date, and will vest in full upon a Change in Control, subject to the Eligible Directors Continuous Service through such date.
2. Annual Grants: On the date of each annual stockholder meeting of the Company held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such stockholder meeting (excluding any Eligible Director who is first appointed or elected by the Board at such meeting) will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted restricted stock units with an aggregate value of $150,000, based on the average closing price of the Companys stock calculated over the twenty (20) consecutive market trading days ending on the market trading day five (5) days prior to the date of grant (the Annual Grant); provided, that, in no event shall the number of shares subject to the Annual Grant exceed 150,000 shares. The shares subject to the Annual Grant will vest in full on the first anniversary of the date of grant, subject to the Eligible Directors Continuous Service through such vesting date; provided, that the Annual Grant will in any case be fully vested on the date of Companys next annual stockholder meeting, subject to the Eligible Directors Continuous Service through such vesting date; provided, further, that the Annual Grant will vest in full upon a Change in Control, subject to the Eligible Directors Continuous Service through such date. With respect to an Eligible Director who, following the Effective Date, was first elected or appointed to the Board on a date other than the date of the Companys annual stockholder meeting, upon the Companys first annual stockholder meeting following such Eligible Directors first joining the Board, such Eligible Directors first Annual Grant will be pro-rated to reflect the time between such Eligible Directors election or appointment date and the date of such first annual stockholder meeting.
2
Non-Employee Director Compensation Limit
Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) shall in no event exceed the limits set forth in Section 3(d) of the Plan.
3