Non-Management Director Compensation Schedule (2003–2005) for Downey Financial Corp. and Downey Savings
This document outlines the compensation structure for non-management directors of Downey Financial Corp. and Downey Savings for the years 2003 to 2005. It details annual retainers, additional fees for committee chairs, meeting fees, and other benefits such as reimbursement of expenses and eligibility for medical coverage and retirement benefits. Employee directors do not receive compensation for board service. The compensation amounts and eligibility criteria are specified, including retroactive approvals and conditions for certain meeting fees.
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EXHIBIT 10.12
Non-Management Director Compensation
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| 2003 | 2004 | 2005 | ||||||||||||||||||||||||||||||||||||||||||||||
| Annual retainer to each director (1) |
| $24,000 |
| $24,000 |
| $36,000 | |||||||||||||||||||||||||||||||||||||||||||
| Additional annual retainer to Chair of Company Board (2) | 2,500 |
| 2,500 |
| 2,500 |
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| Additional annual retainer to Chair of Downey Savings Board (2) | 2,500 |
| 2,500 |
| 2,500 |
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| Additional annual retainer to Chair of Audit Committee | 5,000 |
| 30,000 | (3) | 30,000 |
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| Additional annual retainer to Chair of Compensation Committee | 3,000 |
| 5,000 | (3) | 5,000 |
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| Additional annual retainer to Chair of Nominating and Corporate Governance Committee | - |
| 5,000 | (3) | 5,000 |
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| Company and/or Downey Savings Board meeting fee (per day - |
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| typically both Boards meet on the same day) | 1,000 |
| 1,000 |
| 3,000 |
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| Committee meeting fee (per meeting) | N/A |
| N/A |
| 1,000 |
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| Committee meeting fee (per day, other than on Board meeting day) | 1,000 |
| 1,000 |
| N/A |
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| DSL Board meeting fee (per day) (4) | 1,000 |
| 1,000 |
| 1,000 |
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(1) Each director of the Company is also a director of Downey Savings. The annual retainer listed is for service on both Boards.
(2) The Company and Downey Savings’ Chairman has declined to accept the $2,500 per year additional annual retainer from the Company or Downey Savings.
(3) Approved in 2005, made retroactive to January 1, 2004.
(4) There is no annual retainer paid to DSL Board members. Typically, a DSL Board meeting occurs on the same day as a Company and/or Downey Savings Board meeting, in which case no DSL Board meeting fee is paid. If there is a DSL Board meeting on a different day than a Company and/or Downey Savings Board meeting, then a $1,000 DSL Board meeting fee is paid.
Non-employee directors who review the Thrift Financial Reports and Consolidated Maturity/Rate Schedules required to be filed quarterly with the Office of Thrift Supervision receive a fee of $500 per quarter. Directors are reimbursed for reasonable out-of-pocket expenses and are entitled to receive the same medical coverage benefits provided to Downey Savings’ employees. Eligible directors are also entitled to participate in the Director Retirement Benefits Plan described in the Company’s proxy statement. Employee directors receive no compensation for Board service.
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