Summary of Compensation Arrangements with Non-Employee Directors
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS
The following summarizes the current compensation and benefits received by the Company’s non-employee directors as of January 1, 2019. This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any non-employee director. Compensation of the non-employee directors may be adjusted from time to time.
Non-employee directors each receive an annual retainer fee of $60,000. The Chairman of the Audit Committee receives an annual retainer of $20,000, the Chairman of the Compensation Committee receives an annual retainer of $10,000 and the Chairman of each of the Corporate Governance/Nominating Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each Committee he chairs. All of the retainers are paid on a quarterly basis.
Per meeting fees for non-employee directors are as follows:
|–||For meetings of the Board of Directors, $2,500.|
|–||For meetings of the Compensation Committee, $2,000.|
|–||For meetings of the Nominating and Governance Committee, $1,500.|
|–||For meetings of the Diversity Committee, $1,500.|
|–||For meetings of the Audit Committee either in person or over the telephone, $2,500.|
|–||In addition, the Chairman receives an additional $2,500 for preparing to conduct each quarterly meeting.|
Under the terms of the Company’s Stock Incentive Plan, directors are eligible to receive stock options, stock awards, and other types of equity-based compensation awards. However, the Company does not make any such awards to non-employee directors under its current compensation practices.
All non-employee directors are entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments.