Director compensation program chart
EX-10.54 7 rfp-20171232x10kexhibitx1054.htm EXHIBIT 10.54 Exhibit
EXHIBIT 10.54
DIRECTOR COMPENSATION
All compensation values are in US $ | ||
Board Service Annual Cash Retainer Board Meeting Fees Annual Equity Grant Chairman Lead Director | $75,000 $0 $75,000 $150,000 (additional) $20,000 (additional) | |
Audit Committee Service Chair Retainer Member Retainer Meeting Fee | $25,000 $0 $0 | |
Other Committee Service Chair retainer Member Retainer Meeting Fee | $15,000 $0 $0 | |
Total Direct Compensation Simulations Typical Director Typical Committee Chair Typical Audit Committee Chair | $150,000 $165,000 $175,000 | |
Stock Ownership Guidelines | ||
Level of Ownership | 3X Annual Cash Retainer | |
Counted Shares | Owned shares Cash-settled and share-settled DSUs 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 and book value For each DSU and RSU, the greater of market price and grant value | |
February 27, 2018
