Summary of Non-Employee Director Compensation Plan Effective January 2020
This document outlines the compensation plan for non-employee directors of the company, effective January 2020. It details annual cash and equity retainers, additional fees for lead directors and committee chairs, and compensation for service on subsidiary boards. The plan also allows for extra meeting fees in extraordinary circumstances. Compensation includes both cash payments and stock equivalents, with specific amounts set for various roles and committees. The plan applies to directors serving on the main board and certain subsidiary boards, with rules to prevent duplicate payments for overlapping roles or meetings.
Exhibit 10.1
Summary of Non-Employee Director Compensation Effective January 2020
| Annual Cash Retainer Fee | $78,000 | |
| Lead Director Additional Annual Cash Retainer | $25,000 | |
| Annual Equity Retainer (in common stock equivalent)† | $110,000 | |
| Annual Retainer - Committee Member: | ||
| Audit | $12,000 | |
| Leadership Development and Compensation Committee | $6,000 | |
| Nominating/Corporate Governance Committee | $6,000 | |
| Additional Annual Retainer for Committee Chairs: | ||
| Audit | $15,000 | |
| Executive | $15,000 | |
| Leadership Development and Compensation | $15,000 | |
| Nominating/Corporate Governance | $15,000 | |
| Subsidiary Board Retainers:* | ||
| Annual Retainer- Subsidiary Board Member** | $9,000 | |
| Additional Annual Retainer- Subsidiary Board Lead Director*** | $15,000 |
In the event of extraordinary circumstances resulting in an excessive number of Board or Committee meetings beyond the typical number of meetings of a Board or Committee in a given year, the Board retains discretion to pay an additional per meeting fee of $1,500 to each attending non-employee director that is a member of such Board or Committee.
† The number of shares to be based upon the closing price of a share of the Company’s common stock on the date of the grant.
* Subsidiary Boards include the Boards of Directors for New Jersey Natural Gas, NJR Energy Services, NJR Clean Energy Ventures and NJR Energy Investments.
**Subsidiary Board Member Annual Retainers and any additional meeting fees are based upon each member only being compensated for one meeting when joint Boards of Directors meetings occur.
***Lead Directors of more than one subsidiary Board will only be paid a single annual retainer fee of $15,000 for service as Lead Director on those Boards.
