Director Compensation Policy for Board and Committee Service
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Summary
This document outlines the compensation structure for directors, vice-chairs, and the chairman of the board, including annual cash retainers and equity grants. It specifies additional compensation for audit and other committee chairs, as well as stock ownership guidelines requiring directors to maintain a minimum level of company shares. Directors must hold shares until ownership targets are met, with specific rules for handling shares from equity awards. The policy ensures directors are compensated and aligned with shareholder interests.
EX-10.37 2 rfp-20211231xex1037directo.htm EX-10.37 Document
Exhibit 10.37
DIRECTOR COMPENSATION
All compensation values are in US $ | |||||||||||
| Board Service | |||||||||||
| Member | Vice-Chair | Chairman | |||||||||
| Annual Cash Retainer | $86,000 | $94,000 | $130,000 | ||||||||
| Board Meeting Fees | $0 | $0 | $0 | ||||||||
| Annual Equity Grant | $129,000 | $141,000 | $195,000 | ||||||||
| Audit Committee Service | |||||||||||
| Chair Retainer | $25,000 | ||||||||||
| Member Retainer | $0 | ||||||||||
| Meeting Fee | $0 | ||||||||||
| Other Committee Service | |||||||||||
| Chair retainer | $15,000 | ||||||||||
| Member Retainer | $0 | ||||||||||
| Meeting Fee | $0 | ||||||||||
| Total Direct Compensation Simulations | |||||||||||
| Typical Director | $215,000 | ||||||||||
| Typical Committee Chair | $230,000 | ||||||||||
| Typical Audit Committee Chair | $240,000 | ||||||||||
| Vice-Chair | $235,000 | ||||||||||
| Chairman | $325,000 | ||||||||||
| Stock Ownership Guidelines | |||||||||||
| Amount of Ownership | |||||||||||
| All directors except Chairman | $375,000 | ||||||||||
| Chairman | $475,000 | ||||||||||
| Counted Shares | Owned shares Vested and unvested cash-settled and share-settled DSUs Vested and unvested cash-settled and share-settled RSUs | ||||||||||
| Timing of evaluation | Whenever a director is considering selling shares | ||||||||||
| Requirement to hold on to shares until and unless ownership target is met. This requirement applies whenever target is not met. | Shares received further to the settlement of RSUs, except portion required to cover tax liability Shares equivalent to 50% of gross gain realized on exercise of options | ||||||||||
| With respect to cash-settled RSUs, requirement to purchase shares until and unless target is met. This requirement applies whenever target is not met. | Directors must purchase shares with net proceeds of cash-settled RSUs | ||||||||||
| Considered Value | For each share, the greater of market price at time of measurement or settlement For each DSU and RSU, the greater of market price at time of grant or time of measurement | ||||||||||
