MicroFinancial Incorporated Non-Employee Director Compensation Policy (2012 and Beyond)
MicroFinancial Incorporated has established a compensation package for its non-employee directors, effective for the 2012 fiscal year and future periods unless amended. Non-employee directors receive an annual retainer, meeting fees, additional fees for committee chairs and the Chairman of the Board, and an annual stock grant, with options to receive compensation in cash, stock, or a combination. All stock awards vest immediately. Eligible directors may also participate in the company's health insurance plan, with partial costs covered by the company. Committee chairs have discretion over meeting fee eligibility.
Exhibit 10.7
Compensatory Arrangements for Non-Employee Directors
The Board of Directors of MicroFinancial Incorporated (the “Company”) adopted the following annual compensation package for its non-employee directors, effective for fees and other compensation payable relating to the Company’s fiscal year ended December 31, 2012 and, unless later amended, for subsequent periods:
| • | an annual retainer of $21,000, to be paid at the director’s election either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance; |
| • | a cash fee of $1,250 for meetings, including committee meetings, not held by telephone and not held on the same day as a full Board meeting; |
| • | committee meeting fees of $500 for telephonic meetings and meetings on the same day as Board meetings; |
| • | fees for the Chair of the Audit Committee ($10,500 per year), the Compensation and Benefits Committee ($5,250 per year) and the Nominating and Governance Committee ($5,250 per year), to be paid either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance; |
| • | a fee for the Chairman of the Board of $10,500 per year, to be paid either entirely in shares of stock or 40% in cash and 60% in shares of stock, in each case with full vesting upon the date of issuance; |
| • | a stock grant made annually to each non-employee director valued at $44,100 on the date of grant, with all shares of stock fully vested upon the date of issuance; and |
| • | health insurance benefits for those non-employee directors who elect to participate, with the cost to be borne partially by the Company, consistent with its past practices. |
Committee chairs may decide in their discretion that a meeting is not substantive enough to merit the committee fees described above.
