Independent Director Compensation Program as of September 20, 2023

Summary

This document outlines the compensation program for independent directors of the company as of September 20, 2023. Independent directors receive an annual retainer of $130,000, with additional fees for serving on various board committees, including the Audit, Nominating and Corporate Governance, Conflicts, and Risk Committees. Committee chairs receive higher fees, which include the member fee. Equity awards may also be granted at the discretion of the board or a committee. The program specifies the structure and amounts of compensation for independent directors.

EX-10.17 5 ex10_17.htm EX-10.17

Exhibit 10.17

INDEPENDENT DIRECTOR COMPENSATION PROGRAM

As of September 20, 2023

1. Annual Retainer:  $130,000.

2. Committee Fees:


Audit Committee


Member-$25,000


Audit Committee Chair-$50,000 (inclusive of the Audit Committee Member fee),


Nominating and Corporate Governance Committee


Member-$15,000,


Conflicts Committee


Member-$15,000,


Conflicts Committee Chair-$30,000 (inclusive of the Conflicts Committee Member fee).


Risk Committee


Member-$20,000,


Risk Committee Chair-$40,000 (inclusive of the Risk Committee Member fee)

3. Equity Awards: to be determined from time to time by the board of directors or a committee thereof.