Non-Employee Director Compensation Program Summary (Effective April 6, 2018)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation program for non-employee directors of the company. It specifies annual cash retainers for board and committee roles, including additional amounts for chairpersons, and details annual awards of restricted stock units (RSUs) with a one-year vesting period. Directors also receive basic group term life and business travel accident insurance. Compensation is prorated for directors joining mid-year, and directors may elect to defer cash compensation into RSUs. The program was last revised on April 6, 2018.

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EX-10.7 2 a33118ex107.htm EXHIBIT 10.7 Exhibit

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)(2)
 
 
 
Board Chairman Annual Retainer
$115,000
 
Board Member Annual Retainer
(other than Board Chairman)
$60,000
 
Committee Chairman Annual Retainer
$25,000 Audit Committee
$15,000 Compensation Committee
$15,000 Customer Experience & Technology Committee
$15,000 Investment & Finance Committee
$12,000 Nominating & Governance Committee
 
Committee Member Annual Retainer
(other than Committee Chairman)
$10,000 Audit Committee
$ 7,500 all other Committees (3)
 
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 $95,000 in RSUs following the Annual Shareholder Meeting. $95,000 in RSUs if joining the Board within 6 months after the prior Annual Shareholder Meeting, $47,500 in RSUs if joining more than 6 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.
(2)
Non-employee Directors may elect to defer cash compensation into RSUs.
(3)
All other Committees except for the Executive Committee which is not paid an Annual Retainer.


Last Revision Date: April 6, 2018