Summary of Non-Employee Director Compensation for TCF Board Members

Summary

This document outlines the compensation program for non-employee directors of TCF. Non-employee directors receive an annual cash retainer of $70,000, with an additional $20,000 for each committee or subcommittee chaired and for the Lead Director role. They also receive an annual stock grant valued at $45,000, which vests annually or upon a change in control. Directors can defer compensation, participate in a matching gift program for charitable donations up to $20,000, and are reimbursed for travel and related expenses. Employee directors do not receive compensation for board service.

EX-10.(N) 2 ex-10n12311510xk.htm EXHIBIT 10.(N) Exhibit

Exhibit 10(n)

Summary of Non-Employee Director Compensation


•	Cash compensation for each non-employee Director consists of the following:


▪	Annual Retainer of $70,000;


▪	An additional $20,000 annual retainer for each Committee or Subcommittee Chaired by a Director; and


▪	An additional $20,000 annual retainer for the Lead Director.


•	Employee Directors are not compensated for service as Directors.


•	Directors Stock Grant Program:


▪	Annually, each non-employee Director receives a grant of TCF common stock equal to $45,000. For any Director elected after a stock grant has been awarded, a pro-rata stock grant is awarded;


▪	The number of shares granted is determined by dividing $45,000 by the average of the high and low prices of TCF common stock on the grant date;


▪	The stock grant vests annually, when the next grant is made;


▪	Dividends are paid on unvested shares at the rate generally paid to holders of TCF common stock; and


▪	Unvested shares will vest if a change in control occurs.


•	Non-employee Directors may defer fees and stock grants under the TCF Directors Deferred Compensation Plan until the end of their Board service.


•	TCF offers the TCF Matching Gift Program to supplement donations made by non-employee Directors to charitable organizations of their choice up to a maximum of $20,000 annually.


•	TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense, and TCF occasionally holds Board retreats at a remote location and pays Directors’ travel and lodging expenses incurred in connection with the meeting, as well as those of the Directors’ spouses or significant others.