Quintiles Transnational Holdings Inc. Independent Director Compensation Policy Description
Quintiles Transnational Holdings Inc. outlines its compensation policy for independent directors, effective January 1, 2016. Independent directors receive an annual cash retainer, meeting fees, and additional retainers for committee chairs and the Chair of the Board. They are also eligible for equity grants in the form of stock options and restricted stock units, with vesting periods specified. The policy includes reimbursement for reasonable travel and related expenses. The Chair of the Board receives higher cash and equity compensation in recognition of their leadership role.
Exhibit 10.56
DESCRIPTION OF INDEPENDENT DIRECTOR COMPENSATION
Quintiles Transnational Holdings Inc. (the “Company”) revised its Independent Director Compensation Policy, which is applicable to those directors who (i) are not an employee of the Company or (ii) have not been designated by a shareholder group pursuant to the Amended and Restated Shareholders Agreement dated February 5, 2015 (an “Independent Director”), to incorporate compensation for the Chair of the Board, effective as of January 1, 2016.
Consistent with the current Independent Director Compensation Policy, each Independent Director will receive an annual cash retainer of $65,000, paid quarterly, and meeting fees of $2,250 for attendance (either in person or via teleconference) at each meeting of the Board of Directors (the “Board”) and any Board committees on which he or she serves. The Company will also pay the chair of its Audit Committee an additional $25,000 annual retainer, paid quarterly, and pay those directors who serve as chairs of its other Board committees an additional $20,000 annual retainer, paid quarterly. The Company will also reimburse reasonable travel expenses and other out-of-pocket costs incurred in connection with attendance at Board and committee meetings by each of the Independent Directors.
Under the Independent Director Compensation Policy, each Independent Director is eligible to receive an initial equity grant upon joining the Board and an annual equity grant for continued service on the Board. Each grant will have an aggregate economic value of $200,000, with 75% of the grant value delivered in the form of stock options and 25% of the grant value delivered in the form of restricted stock units (subject to such limitations in value or grant size imposed by the Company’s 2013 Stock Incentive Plan). The initial grant will vest over three years and the annual grant will vest over one year.
In recognition for leading the Board, an annual cash retainer of $125,000 will be paid quarterly to the Chair of the Board in addition to the retainer for serving on the Board. Also an additional annual grant for the Chair of the Board will have an economic value of $125,000 with 75% of the grant value delivered in stock options and 25% of the grant value delivered in the form of restricted stock units (subject to such limitations in value or grant size imposed by the Company’s 2013 Stock Incentive Plan). The annual grant for the Chair will vest over one year.
