Health Insurance Innovations, Inc. Non-Employee Director Compensation Plan (Effective July 1, 2017)
This agreement outlines the compensation plan for non-employee directors of Health Insurance Innovations, Inc., effective July 1, 2017. Non-employee directors receive annual cash retainers, restricted stock grants, and additional compensation for serving as board or committee chairs or members. Payments are made quarterly, and directors are reimbursed for out-of-pocket expenses. The plan specifies vesting schedules for stock grants and clarifies that chair retainers replace, rather than supplement, committee member retainers. No separate fees are paid for attending board or committee meetings.
Health Insurance Innovations, Inc.
Non-Employee Director Compensation Plan
Effective Date: July 1, 2017
Adopted on June 14, 2017
1. | Annual Board cash retainer: | $55,000 (paid quarterly) | |
2. | Annual Board restricted stock grant: | $75,000 grant date fair market value (vesting 50% on each of the first two anniversaries from the grant date) to be made on the date of the Company’s annual meeting of stockholders | |
3. | Annual Board Chair cash retainer: | $35,000 (paid quarterly) | |
4. | Annual Committee cash retainers: | Audit Committee Members: $7,500 (paid quarterly)
Compensation Committee Members: $5,000 (paid quarterly)
Nominating and Corporate Governance Committee Members: $2,500 (paid quarterly)
Acquisition Committee Members: $1,500 (paid quarterly) | |
5. | Annual Audit Committee Chair cash retainer: | $15,000 (paid quarterly) | |
6. | Annual Compensation Committee Chair cash retainer: | $10,000 (paid quarterly) | |
7. | Annual Nominating and Corporate Governance Committee Chair cash retainer: | $5,000 (paid quarterly) | |
8. | Annual Acquisition Committee Chair cash retainer: | None | |
9. | Reimburse out-of-pocket expenses: | Yes | |
10. | Board meeting fee: | None | |
11. | Committee meeting fee | None |
Note: Quarterly retainer payments will be paid on or around the last business day of each calendar quarter in arrears, pro-rated in the case of service for a particular calendar quarter. Committee Chair cash retainers are in lieu of Committee participation retainers and not in addition thereto.