Amended Compensation Program for Non-Management Directors
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Human Resources
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EX-10.27 2 ex1027compensationprogramf.htm EX-10.27 Document
EXHIBIT 10.27
INTERDIGITAL, INC.
Compensation Program for Non-Management Directors
| Base Annual Board Retainer: | $65,000 | ||||
| Chairman of the Board: | $75,000 | ||||
| Audit Committee Chair: | $30,000 | ||||
| Compensation Committee Chair: | $25,000 | ||||
| Investment Committee Chair: | $15,000 | ||||
| Nominating and Corporate Governance Committee Chair: | $15,000 | ||||
| Audit Committee Members: | $12,000 | ||||
| Compensation Committee Members: | $10,000 | ||||
| Investment Committee Members: | $7,500 | ||||
| Nominating and Corporate Governance Committee Members: | $7,500 | ||||
| Annual RSU Award: | $200,000 of RSUs | ||||
•All cash payments and RSU grants shall be based on service for a full year1; pro rata payments and grants shall be made for service of less than one year. Cash payments shall be made on a quarterly basis.
•This program is designed to compensate each non-management director for participating in up to ten (10) Board meetings per year and up to ten (10) meetings per year for each Committee on which the non-management director serves. Additional compensation will be paid to each non-management director for participating in meetings in excess of these thresholds, as follows:
◦Each additional Board meeting: $4,000
◦Each additional Committee meeting: $1,000
•In addition, non-management directors will be paid a per diem fee of $1,000 for attendance at or participation in events, conferences or meetings, in their capacity as a director, at the request of InterDigital, Inc. senior management, provided that such attendance or participation requires a significant time commitment and would be considered outside of the director’s typical Board and/or Committee duties. Any per diem fee payments will be subject to the approval of the Compensation Committee of the Board of Directors.
•Both cash payments and RSUs may be deferred. An election to defer must be made in the calendar year preceding the year in which services are rendered and the compensation is earned (i.e., elections to defer must be made by December 31 of each year for the deferral to apply to the next year’s cash payments and/or RSU award(s)).
•The terms of this program shall be periodically reviewed by the Compensation Committee of the Board of Directors.
May 2024
1 Full board term completion, even if less than 365 days, is considered a full year. Amendment to terms of RSU Awards to provide that vesting will occur the earlier of (i) the first anniversary of grant or (ii) the day prior to the next annual shareholder’s meeting.
