Dex Media, Inc. Non-Management Director Compensation Arrangements (Effective July 1, 2014)

Summary

Dex Media, Inc. has established compensation terms for its non-management directors, effective July 1, 2014. Directors receive annual cash retainers for board and committee service, additional fees for chairing committees, and meeting attendance fees. Non-management directors also receive annual equity awards in the form of common stock, with higher amounts for the Chairman of the Board. Payments are made quarterly, with equity awards based on the stock's closing price. These arrangements are approved by the Compensation and Benefits Committee of the Board of Directors.

EX-10.32 2 dexmedia201410kex1032_xdir.htm EXHIBIT 10.32 DexMedia 2014 10K EX 10.31__DirectorComp

COMPENSATORY ARRANGEMENTS OF DIRECTORS

The Compensation and Benefits Committee of the Board of Directors of Dex Media, Inc. (the “Corporation”) approved non-management director compensation, effective as of July 1, 2014, as follows:



Service	Fee Amount
Cash Fees
Annual Retainer for Board Service	$120,000*
Annual Chairman of the Board Retainer	$160,000*
Annual Audit and Finance Committee Membership Retainer	$7,500*
Annual Audit and Finance Committee Chairman Retainer	$25,000*
Annual Compensation and Benefits Committee Membership Retainer	$7,500*
Annual Compensation and Benefits Committee Chairman Retainer	$25,000*
Annual Corporate Governance Committee Membership Retainer	$5,000*
Annual Corporate Governance Committee Chairman Retainer	$15,000*
Board and Committee Meeting Fee	$2,000*
Equity Awards
Annual Equity Retainer for Board Service	$30,000**
Annual Equity Retainer for Chairman of the Board Service	$40,000**

* Annual non-management director retainers are paid at the beginning of each quarter and include Board and Committee retainers. Board and Committee meeting fees are paid on a quarterly basis in arrears based on attendance.

** Non-management directors receive an annual award of the Corporation’s common stock equal to $30,000 ($40,000 in case of the Board Chairman) divided by the closing price of the Corporation’s common stock.