Envision Healthcare Corporation Non-Employee Director Compensation Policy

Contract Categories: Human Resources › Compensation Agreements
Summary

Envision Healthcare Corporation provides annual compensation to its non-employee directors for serving on its Board of Directors and committees. Directors receive a cash retainer, additional fees for committee roles, and an annual restricted stock unit (RSU) award. Directors can defer their cash fees or receive deferred stock units instead. The company also reimburses directors for expenses related to attending board and committee meetings. This policy outlines the compensation structure and options available to non-employee directors for their service.

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EX-10.45 2 ex-10452016123110k.htm EXHIBIT 10.45 Exhibit


Exhibit 10.45

Non-Employee Director Compensation

The non-employee directors (the “non-employee directors”) of Envision Healthcare Corporation (the “Company”) are entitled to receive the following annual compensation for service on the Company’s Board of Directors and its committees:
Director Compensation
 
Board Service
 
Committee Chair
 
Committee Member
Annual Cash Retainer
 
$90,000
 
 
 
 
Audit Committee
 
 
 
$35,000
 
$25,000
Compensation Committee
 
 
 
$35,000
 
$20,000
Nominating Committee
 
 
 
$25,000
 
$20,000
Compliance & Quality Committee
 
 
 
$25,000
 
$20,000
Annual RSU Award
 
$175,000
 
 
 
 

The Company maintains a supplemental executive and director retirement savings plan pursuant to which non-employee directors may defer up to 100 percent of their cash director fees and make pre-tax contributions to an investment account established in their name. Non-employee directors may also elect to receive deferred stock units in lieu of annual cash retainers for board and committee service.

The Company also reimburses each non-employee director for his or her out-of-pocket expenses incurred in attending Board of Directors’ meetings and committee meetings.