Summary of Director Compensation Program (Effective January 1, 2016)
This document outlines the compensation program for non-employee directors of the company, effective January 1, 2016. Directors receive an annual cash retainer, additional retainers for committee roles, and equity grants in the form of restricted stock. The value and vesting schedules of these grants depend on the director's role and continued service on the board. Compensation for Lead Director and Chairman is split equally between cash and restricted stock. Initial and annual equity grants are based on the company's stock price and vest over specified periods, contingent on ongoing board membership.
Exhibit 10.7
Summary of Director Compensation Program
(Effective January 1, 2016)
| Compensation Component | Compensation Amount | |||
| Annual cash retainer | $ | 40,000 | ||
| Additional annual retainers: | ||||
| Governance and Nominating Committee Chairperson | $ | 10,000 | ||
| Operational Audit Committee Chairperson | $ | 10,000 | ||
| Audit Committee Chairperson | $ | 20,000 | ||
| Compensation Committee Chairperson | $ | 15,000 | ||
| Governance and Nominating Committee Non-Chair Member | $ | 5,000 | ||
| Operational Audit Committee Non-Chair Member | $ | 5,000 | ||
| Audit Committee Non-Chair Member | $ | 10,000 | ||
| Compensation Committee Non-Chair Member | $ | 7,500 | ||
| Lead Director | $ | 80,000 | (a) | |
| Chairman | $ | 100,000 | (a) | |
| Initial equity grant | $ | 100,000 | (b) | |
| Annual equity grant | $ | 100,000 | (c) | |
| (a) | Payable 50% in cash and 50% in shares of restricted stock. Shares of restricted stock will be granted annually on the day following the annual meeting of shareholders, and the number of shares to be granted will be determined by dividing the dollar value of the retainer by the closing price of our common stock on the date of grant. The shares of restricted stock will vest on the day prior to the following year’s annual meeting date, subject to the Lead Director’s or Chairman’s, as applicable, continued membership on the Board as of such date. |
| (b) | Upon election to the Board, each non-employee director will receive shares of restricted stock with a value equal to $100,000, calculated by using the closing price of our common stock on the date of the non-employee director’s election to the Board. The initial restricted stock grant vests on the third anniversary of the grant date, subject to the non-employee director’s continued membership on the Board as of such date. |
| (c) | On the day following the annual meeting of shareholders, each non-employee director receives shares of restricted stock with a value equal to that indicated in the above chart, calculated by using the closing price of our common stock on the day following the annual meeting of shareholders. The annual restricted stock grant vests the day prior to the following year’s annual meeting date, subject to a director’s continued membership on the Board as of such date. |
