SUMMARY SHEET OF DIRECTOR COMPENSATION
Exhibit 10.1
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 25, 2021 and November 17, 2022 Board meetings.
| Compensation Item
| Annual Compensation Rates Approved May 25, 2021
| Annual Compensation Rates Approved November 17, 2022
| ||||||
|
Cash Compensation
| ||||||||
|
Board Retainer |
$ |
90,000 |
|
$ |
100,000 |
| ||
|
Audit Committee | ||||||||
|
Chair Retainer |
$ |
25,000 |
|
$ |
25,000 |
| ||
|
Member Retainer |
$ |
10,000 |
|
$ |
10,000 |
| ||
|
Human Resources & Compensation Committee | ||||||||
|
Chair Retainer |
$ |
20,000 |
|
$ |
20,000 |
| ||
|
Member Retainer |
$ |
8,000 |
|
$ |
8,000 |
| ||
|
Nominating, Governance & Sustainability Committee | ||||||||
|
Chair Retainer |
$ |
15,000 |
|
$ |
15,000 |
| ||
|
Member Retainer |
$ |
7,000 |
|
$ |
7,000 |
| ||
| Equity Compensation—Restricted Stock or Restricted Stock Units | ||||||||
|
Director Retainer |
$ |
150,000 |
|
$ |
160,000 |
| ||
|
Lead Director, Additional Retainer1 |
$ |
125,000 |
|
$ |
TBD |
| ||
|
Chairman of the Board, Additional Retainer1
|
$
|
n/a
|
|
$
|
TBD
|
| ||
| 1 | The Lead Director and Chairman of the Board additional equity retainers are expected to be determined at the May 2023 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 vest on the day preceding the following year’s annual meeting of shareholders. Vesting accelerates in the event of death, disability or, if the director’s service is terminated upon a change in control of the Company. Historically, the number of shares or units awarded has been calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. For the 2021 grant on May 25, 2021, the Board determined the number of shares or units granted by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. For the 2022 and 2023 grants, respectively, the Board determined the number of shares by dividing the dollar value by the average closing price per share of the Company’s stock for the 10 trading days following the prior year fourth quarter earnings release.
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 compensation for their Board service.
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