Amended and Restated Non-Employee Director Compensation Policy (Effective July 1, 2019)

Contract Categories: Human Resources › Compensation Agreements
Summary

This policy outlines the compensation for non-employee directors of the company, effective July 1, 2019. Non-employee directors receive annual cash retainers, with higher amounts for the chair and committee chairs, paid quarterly in advance. Directors also receive annual grants of restricted stock units, which vest after one year or at the next annual meeting, whichever comes first. New directors receive prorated compensation and equity awards based on their appointment date. The policy ensures fair and consistent compensation for board service.

Read More Arrow
EX-10.1 2 exhibit101nonemployeedirec.htm EXHIBIT 10.1 Exhibit

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(Amended as of February 26, 2019, effective July 1, 2019)

 
 
 
 
 
Cash Compensation1
 
Annual Director (non-chair) Retainer
$
37,500
 
Annual Chair Retainer
$
62,500
 
Board Meetings
$
0
 
Committee Chair Retainer
 
Audit
$
11,000
 
Compensation
$
11,000
 
Nominating
$
6,000
 
Committee Service Retainer
 
Audit
$
4,000
 
Compensation
$
4,000
 
Nominating
$
4,000
 

(1) Cash compensation is payable quarterly in advance. New directors appointed to the Board in the future shall receive a prorated portion of the first quarter’s fees.

 
 
 
 
Equity Compensation (grants at time of annual meeting) 1
Director (non-chair)
 
Restricted Stock Units with a value of $37,500 (vesting on the earlier of the one year anniversary of grant or the date of the next annual meeting)
Chair
 
Restricted Stock Units with a value of $62,500 (vesting on the earlier of the one year anniversary of grant or the date of the next annual meeting)

(1) New directors appointed to the Board in the future, other than in connection with an annual meeting, shall receive a pro rata amount of the annual equity grants described above, which shall vest upon the next annual meeting.