Non-Employee Director Compensation Program Summary (as of May 25, 2022)
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Summary
This document outlines the compensation program for non-employee directors of the company. It details annual cash retainers for board and committee roles, share-based compensation in the form of restricted stock units (RSUs), and insurance benefits. Directors receive annual or prorated retainers based on their roles and timing of board entry, with the option to defer cash compensation into RSUs. All RSU awards have a one-year vesting period. The program also provides basic life and travel accident insurance. The terms were last revised on May 25, 2022.
EX-10.7 2 a63022ex107.htm EX-10.7 Document
Exhibit 10.7
Director Compensation
The compensation program for non-employee Directors is shown in the following table:
| Compensation Element | Non-Employee Director Compensation(1) | ||||
| Board Chairman Annual Retainer | $145,000 | ||||
| Board Member Annual Retainer (other than Board Chairman) | $75,000 | ||||
| Committee Chairman Annual Retainer | $25,000 Audit Committee $15,000 all other Committees(2) | ||||
| Technology Liaison Annual Retainer | $10,000 | ||||
| Share-based Compensation | Fair value on the date of the respective awards is used to determine the number of Restricted Stock Units ("RSUs") awarded. An annual award of $115,000 in RSUs following the Annual Shareholder Meeting. $115,000 in RSUs if joining the Board within six months after the prior Annual Shareholder Meeting, $57,500 in RSUs if joining more than six months after the prior Annual Shareholder Meeting but before the next Annual Shareholder Meeting. All awards have a 1-year vesting period. | ||||
| Basic Group Term Life Insurance | Premium for $10,000 face amount | ||||
| Business Travel Accident Insurance | Premium for $100,000 coverage | ||||
(1) Annual retainer fees are paid following the Annual Shareholder Meeting each year. The annual retainer fees are prorated to the extent that a non-employee Director joins the Board after the Annual Shareholder Meeting. Non-employee Directors may elect to defer cash compensation into RSUs.
(2) The Executive Committee Chair is not paid an Annual Retainer.
Last Revision Date: May 25, 2022
