IHS Inc. Summary of Nonemployee Director Compensation Program
IHS Inc. provides compensation to its nonemployee directors through a combination of annual cash retainers, meeting fees, and equity awards. Directors receive a $60,000 annual cash retainer, $1,500 per meeting attended, and additional retainers for committee roles. Each year, directors are granted restricted stock units valued at $100,000, with a similar one-time award for new directors. These awards are subject to re-election conditions. Directors are also reimbursed for meeting expenses and covered by liability insurance. All equity awards are issued under the IHS Inc. 2004 Directors Stock Plan.
Exhibit 10.21
Summary of Nonemployee Director Compensation Program
IHS Inc.
Program Summary
Our nonemployee directors receive compensation for their board service. Cash compensation is comprised of an annual cash retainer of $60,000 (which may be converted into deferred stock units or deferred under our directors stock plan, as described in our Annual Report on Form 10-K under “Equity Compensation Plans—IHS Inc. 2004 Directors Stock Plan”) and a fee of $1,500 per board or committee meeting attended, plus reimbursement for all reasonably incurred expenses related to the meeting. Additionally, certain directors may earn annual retainers as follows: a $20,000 Audit Committee chair retainer; a $20,000 Lead Independent Director retainer; a $10,000 committee chair retainer for committees other than our Audit Committee; and a $5,000 Audit Committee member retainer.
In addition, on each December 1 of each year of service, each nonemployee director shall receive an award consisting of restricted stock units whose underlying shares shall have, on the date of grant, a fair market value equal to $100,000. The annual equity award and cash retainer are conditioned upon the nonemployee director, having reached the end of his or her three-year term, being duly elected to continue as a Director at the annual meeting of stockholders of the Company immediately preceding such December 1 (or pursuant to a written consent of the stockholders of the Company in lieu thereof).
Each nonemployee director shall receive on the date he or she is elected to the Board for the first time a one-time award consisting of restricted stock units whose underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $100,000 (rounded to the nearest whole number of shares). All equity awards for nonemployee directors will be issued pursuant to the IHS Inc. 2004 Directors Stock Plan.
We provide liability insurance for each of our directors.
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| Amount |
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| Non-Employee Director |
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| Annual Retainer |
| $ | 60,000 |
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| Per Meeting Fee |
| $ | 1,500 |
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| Committee |
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| Annual Retainer |
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| Audit Committee Chairman |
| $ | 20,000 |
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| Chairman other than Audit |
| $ | 10,000 |
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| Audit Committee Member |
| $ | 5,000 |
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| Per Meeting Fee |
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| Chairman |
| $ | 1,500 |
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| Member |
| $ | 1,500 |
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| Lead Independent Director |
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| Annual Retainer |
| $ | 20,000 |
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| Equity |
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| Newly Elected |
| $ | 100,000 |
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| Annual (1) |
| $ | 100,000 |
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(1) The revised annual equity grant for Fiscal Year 2006, pro-rated for the remainder of the fiscal year, resulted in an additional $25,000 of common stock being awarded to each non-employee director on July 6, 2006 (in lieu of equity, $25,000 cash compensation was awarded to Mr. Klein).
