Summary Sheet of Director Compensation for Non-Employee Directors (Effective May 7, 2019)
This document outlines the annual cash and equity compensation for non-employee directors of the company, effective after the May 7, 2019 Board meeting. Non-employee directors receive cash retainers for Board and committee service, and may choose to defer this compensation. They also receive equity compensation in the form of restricted stock or restricted stock units, which generally vest over 12 months. Directors can defer settlement of equity awards, and vesting accelerates in certain circumstances. The company reimburses travel expenses for Board meetings. Employee directors do not receive additional compensation for Board service.
Exhibit 10.2
SUMMARY SHEET OF DIRECTOR COMPENSATION
The following summary sets forth current annual rates of cash and equity compensation for non-employee directors, effective immediately following the May 7, 2019 Board meeting.
| Compensation Item | Prior Year Compensation | Current Year Compensation | ||||||
| Cash Compensation | ||||||||
| Board Retainer | $ | 80,000 | $ | 90,000 | ||||
| Audit Committee | ||||||||
| Chair Retainer | $ | 25,000 | $ | 25,000 | ||||
| Member Retainer | $ | 10,000 | $ | 10,000 | ||||
| Compensation Committee | ||||||||
| Chair Retainer | $ | 20,000 | $ | 20,000 | ||||
| Member Retainer | $ | 8,000 | $ | 8,000 | ||||
| Nominating & Corporate Governance Committee | ||||||||
| Chair Retainer | $ | 15,000 | $ | 15,000 | ||||
| Member Retainer | $ | 7,000 | $ | 7,000 | ||||
| Equity Compensation—Restricted Stock or Restricted Stock Units | ||||||||
| Board Chair Retainer (including director retainer) | $ | 285,000 | $ | 300,000 | ||||
| Director Retainer | $ | 135,000 | $ | 150,000 | ||||
Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program, effective as of 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 employee directors do not receive additional compensation for their Board service.
