PNM Resources, Inc. 2012 Non-Employee Director Compensation Summary
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Summary
This document outlines the 2012 compensation for non-employee directors of PNM Resources, Inc. Directors receive an annual retainer consisting of $55,000 in restricted stock rights and $52,500 in cash, both paid in installments. Additional fees are provided for serving as Presiding Lead Director, committee chairs, and for attending committee meetings. Directors are reimbursed for board-related expenses and are indemnified by the company. Stock awards vest over three years, with possible acceleration upon retirement, and are subject to specific timing rules related to trading restrictions.
EX-10.7 8 pnm12312011ex107.htm EXHIBIT 10.7 PNM 12.31.2011 EX 10.7
Exhibit 10.7
2012 Director Compensation Summary
Non-employee directors of PNM Resources, Inc. (the “Company”) receive their annual retainer in the form of cash and stock-based compensation as determined by the Company's Board of Directors. At the December 2011 Board meeting, the Board approved maintaining the 2012 annual retainer for non-employee directors at the same level previously reported for the 2011 annual retainer. Thus, the 2012 annual retainer for non-employee directors is as follows:
Annual Retainer: | Restricted stock rights* with a grant date market value of $55,000; and an annual cash retainer of $52,500 paid in quarterly installments | |
Annual Presiding Lead Director Fee: | $15,000 paid in quarterly installments | |
Annual Committee Chair Fee: | $ 5,000 paid in quarterly installments (in addition to meeting attendance fees), except that the Annual Audit and Ethics Committee Chair Fee is $10,000 | |
Committee Meeting Attendance Fees: | $ 1,500 per Board Committee meeting | |
Directors are also reimbursed for any Board-related expenses, such as travel expenses incurred to attend Board and Board committee meetings and director educational programs. Further, directors are indemnified by the Company to the fullest extent permitted by law pursuant to the Company's bylaws and indemnification agreements between the Company and each director.
* The amount of annual restricted stock rights is determined by dividing $55,000 by the closing price of the Company's stock on the New York Stock Exchange on the day of the grant. Restricted stock rights granted under the Company's Omnibus Performance Equity Plan (“PEP”) each vest in three equal annual installments beginning on the first anniversary of the grant date, subject to vesting acceleration upon retirement from the board. These awards are typically made at the annual meeting of directors, unless the meeting occurs during a black-out period for trading in the Company's securities as specified in the Company's Insider Trading Policy. As set forth under the Company's Equity Compensation Awards Policy, under those circumstances, the Board will either (a) schedule a special meeting after the expiration of the black-out period, (b) make awards pursuant to a unanimous written consent executed after the expiration of the black-out period, or (c) pre-approve the equity awards with an effective date after the expiration of the black-out period. The date of the awards is the date on which the Board approves the awards, unless (i) the approval date is a non-trading day, in which case the date is the immediately preceding trading date or (ii) in the case of pre-approval during a black-out period, in which case the grant date is the first trading date after the expiration of the black-out period.
