Summary Sheet of Director Compensation
Exhibit 10.4
SUMMARY SHEET OF DIRECTOR COMPENSATION
The following summary sets forth annual rates of cash and equity compensation for non-management directors, as adopted at the May 7, 2019 Board meeting, and as updated at the April 9, 2020 Board meeting. At the April 9, 2020 meeting, the Board reduced all cash compensation by 50%, effective immediately, to reflect a reduced rate for quarterly pay periods in response to the economic downturn and uncertainty caused by the COVID-19 pandemic. The reduced cash payments are first applicable to the second quarter 2020 and will be reviewed quarterly by the Board.
| Compensation Item | Annual Compensation Rate Approved May 7, 2019 | Annual Compensation Rate Approved April 9, 2020 | ||||||
| Cash Compensation | ||||||||
| Board Retainer | $ | 90,000 | $ | 45,000 | ||||
| Audit Committee | ||||||||
| Chair Retainer | $ | 25,000 | $ | 12,500 | ||||
| Member Retainer | $ | 10,000 | $ | 5,000 | ||||
| Compensation Committee | ||||||||
| Chair Retainer | $ | 20,000 | $ | 10,000 | ||||
| Member Retainer | $ | 8,000 | $ | 4,000 | ||||
| Nominating & Corporate Governance Committee | ||||||||
| Chair Retainer | $ | 15,000 | $ | 7,500 | ||||
| Member Retainer | $ | 7,000 | $ | 3,500 | ||||
| Equity Compensation—Restricted Stock or Restricted Stock Units | ||||||||
| Board Chairman Retainer (including director retainer)1,2 | $ | 300,000 | $ | 300,000 | ||||
| Director Retainer | $ | 150,000 | $ | 150,000 | ||||
| 1 | Karl G. Glassman was elected Chairman on November 5, 2019, to be effective January 1, 2020. Mr. Glassman will continue to serve the Company as CEO. As a management director, he will not receive additional compensation for his Board service. |
| 2 | R. Ted Enloe, III served as Chairman from May 2016 through his election as Lead Director at the November 5, 2019 Board meeting, to be effective January 1, 2020. Mr. Enloe’s compensation will not be adjusted in connection with this transition. The Board expects to re-evaluate the Lead Director compensation at its May 2020 Board meeting. |
Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program, effective November 6, 2017 (filed November 9, 2017 as Exhibit 10.6 to the Company’s Form 8-K).
Directors may receive the equity component of their compensation in restricted stock or restricted stock units (“RSUs”). In either case, the awards generally have a 12-month vesting period, ending on the day preceding the next annual meeting of shareholders. Vesting accelerates in the event of death, disability or a change in control of the Company. The number of shares or units is calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. RSUs are settled in shares of common stock and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for 2 to 10 years after the grant date.
The Company pays for travel expenses incurred by the directors to attend Board meetings. Our management directors do not receive additional compensation for their Board service.
