Summary of Non-Employee Director Compensation Program for Calendar Year 2025

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Summary

This document outlines the compensation program for non-employee directors of the company for 2025. Each non-employee director will receive an annual base retainer of $110,000, with additional amounts for the Chairman, Lead Independent Director, and committee chairs. Compensation is paid quarterly and includes annual restricted stock awards valued at $210,000, subject to a one-year vesting period. Directors may elect to receive their compensation in stock or defer payments under specific deferral plans. The program sets out the structure and options for director compensation and deferral.

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EX-10.3 4 exhibit103-nonxemployeedir.htm EX-10.3 Document
Exhibit 10.3
Summary of Non-Employee
Director Compensation Program for CY2025

•Each non-employee director will receive an annual base retainer of $110,000. The Chairman of the Board, as well as the Committee Chairpersons, will receive additional annual retainer amounts as follows:

oChair of the Board:                            $250,0001
oLead Independent Director:                        $100,0002
oAudit Committee Chair:                        $30,000
oCompensation & Leadership Development Committee Chair:    $20,000
oCorporate Governance & Nominating Committee Chair:        $20,000
oSustainability Committee Chair:                    $20,000
oTechnology Committee Chair:                    $20,000

•The payments described above will continue to be paid on a quarterly basis.

•The Board will continue to issue annual restricted stock awards (currently, each non-employee director receives stock with a value of $210,000). These awards shall be subject to a minimum one-year vesting.

•Board members will be able to elect to receive up to 100% of their annual base retainer in stock; in addition, the Chair of the Board and the Committee Chairs may elect to receive up to 100% of their additional amounts in stock.

•To the extent that a director does not choose to receive stock in lieu of cash, he or she may defer the cash under the Non-Employee Director Deferred Compensation Plan.

Directors may elect to defer up to 100% of the equity they receive under the 2009 Non-Employee Directors Stock Deferral Plan.
1 If the Chair is a non-employee/independent director.
2 To be split equally between cash and equity.