Summary Sheet of Director Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.2 2 d742509dex102.htm SUMMARY SHEET OF DIRECTOR COMPENSATION Summary Sheet of Director Compensation

Exhibit 10.2


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
     Current Year

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.