Primo Water Corporation Non-Employee Director Compensation Policy

Summary

This policy outlines how Primo Water Corporation compensates its non-employee directors. Directors receive about half of their annual compensation in cash and half in equity, with cash retainers and equity grants provided after the annual stockholders' meeting. Cash payments depend on committee roles and meeting attendance, while the equity portion is split between restricted stock and stock options, both vesting after one year and one day. The policy also details anticipated meeting schedules and specific payment amounts for various types of meetings and committee participation.

EX-10.13 2 c14787exv10w13.htm EXHIBIT 10.13 Exhibit 10.13

Exhibit 10.13

Primo Water Corporation
Non-Employee Director Compensation Policy

In general, director compensation will be approximately 50% Cash and 50% Equity. Cash retainers will be paid, and equity grants will be made, on the first business day following the company’s annual meeting of stockholders. Meeting fees will be paid within a reasonable period after the applicable meeting date.

Cash Component — approximately $25,000 per year, depending on committee roles and meetings attended:


Retainer:		$2.5K per year for non-committee chairs

		$5.0k per year for committee chairs

Attendance:		$2.5k per meeting for in person regularly scheduled board meetings

		$1.0k for telephonic attendance

		$1.0k for ad hoc scheduled telephonic special board meetings

Committee Mtgs:		$1.0k per attendance each regularly scheduled committee mtg.

		$0.5k for each ad hoc committee mtg telephonic

Anticipated Meeting Schedule
Audit:		4 times/year, prior to each board meeting

		1 additional meeting for annual audit review with auditors

Governance:		2 time/year, but initially meet prior to each board meeting for the first year

Compensation:		2 time/year

Equity Component — $25,000 per year:

50% Restricted Stock

50% Stock Options (valued using Black Scholes)

Vesting after 1 year and 1 day