Compass Minerals International, Inc. Summary of Independent Director Compensation Policy (Effective January 1, 2024)
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Summary
Compass Minerals International, Inc. provides compensation to its non-employee directors under its Non-Employee Director Compensation Policy. As of January 1, 2024, each non-employee director receives an $85,000 annual retainer and additional annual fees for serving on Board committees, with higher amounts for committee chairs. The Non-Executive Chairman receives extra annual fees. All payments are made in equity. Directors also receive annual equity awards, with the Non-Executive Chairman receiving a higher award. This policy outlines the structure and amounts of compensation for independent Board members.
EX-10.32 2 cmp-2023xex1032directorcom.htm EX-10.32 Document
 | Exhibit 10.32 | ||||
Summary of Independent Director Compensation
As of January 1, 2024
The following compensation will be provided to non-employee members of the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”).
A.Retainers and Fees, payable according to the terms of sections A and C(1) of the Policy
1. Annual Retainer. Each non-employee director will receive an $85,000 annual retainer for service on the Board, payable in equity.
2. Committee Service Fee. In addition, each non-employee director serving as a chair or member of any of the following Board committees will receive an annual fee for committee service, payable in equity, as follows:
| Committee | Chair | Members | ||||||
| Audit Committee | $27,500 | $10,000 | ||||||
| Compensation Committee | $22,500 | $10,000 | ||||||
| Nominating/Corporate Governance Committee | $17,500 | $7,500 | ||||||
| Environmental, Health & Safety Committee | $17,500 | $7,500 | ||||||
3.Non-Executive Chairman of the Board. In addition, the Non-Executive Chairman of the Board will receive an annual fee of $65,000 for service as Non-Executive Chairman of the Board, payable in equity.
B.Equity Compensation.
1.Annual Equity Award. Each non-employee director will receive an equity award with an annual equity award value of $120,000 for service on the Board.
2.Non-Executive Chairman of the Board. In addition, the Non-Executive Chairman of the Board will receive an equity award with an annual equity award value of $105,000 for service as Non-Executive Chairman of the Board.
