Description of Compensation Arrangements with Non-Employee Directors
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Human Resources
- Compensation Agreements
EX-10.5 6 exhibit105summaryofcompens.htm EX-10.5 Document
EXHIBIT 10.5
Summary of Non-Employee
Director Compensation Program for CY2023
•Each non-employee director will receive an annual base retainer of $100,000. The Chairman of the Board, as well as the Committee Chairpersons, will receive additional annual retainer amounts as follows:
oChairman of the Board: $250,000
oAudit Committee Chair: $25,000
oCompensation & Leadership Development Committee Chair: $20,000
oCorporate Governance & Nominating Committee Chair: $20,000
oSustainability Committee Chair: $15,000
oTechnology Committee Chair: $15,000
•The payments described above will be paid on a quarterly basis.
•The Board will issue annual restricted stock awards (currently, each non-employee director receives stock with a value of $185,000). 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 $100,000 base retainer in stock; in addition, the Chairman of the Board and the Committee Chairpersons 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 are entitled to receive pursuant to the 2009 Non-Employee Directors Stock Deferral Plan.
