Marin Software Incorporated Non-Employee Director Compensation Arrangements
Marin Software Incorporated provides compensation to its non-employee directors through a combination of annual equity grants and cash payments. New board members receive restricted stock units valued at $135,000, vesting over three years, while continuing directors receive annual grants valued at $67,000, vesting after one year. Directors also receive annual cash payments: $35,000 for board service, with additional amounts for serving as Lead Independent Director or on board committees. There are no per-meeting fees. These arrangements outline the compensation structure for non-employee board members.
Exhibit 10.9
Description of Director Compensation Arrangements
The compensation arrangements for the non-employee members of the Board of Directors of Marin Software Incorporated are as follows:
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Annual Equity Grants |
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New Board Members |
| Award of restricted stock units valued at $135,000 in the aggregate on date of grant, vesting in three equal amounts on the date of the Company’s annual stockholder meeting occurring in each of the following three calendar years |
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Annual Grant for Non-employee Directors |
| Award of restricted stock units valued at $67,000 in the aggregate on date of grant, vesting in full on the date of the Company’s annual stockholder meeting occurring in the following calendar year |
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Annual Cash Compensation:
Service as a Director |
$35,000
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Lead Independent Director |
| $17,500 |
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Audit Committee members |
| Chair - $10,000; other members - $5,000 |
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Compensation Committee members |
| Chair - $5,000; other members - $2,500 |
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Nom/Gov Committee members |
| Chair - $2,500; other members - $1,750 |
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Per meeting fees |
| None |
