TechTarget, Inc. 2025 Non-Employee Director Compensation Policy
This agreement outlines the compensation structure for non-employee directors of TechTarget, Inc. for 2025. It details annual retainers, meeting fees, and equity grants for board and committee service, with specific provisions for the Chair of the Board. Compensation is paid in cash and fully vested restricted stock units, with additional stock options granted annually and upon joining the board. Directors are also reimbursed for reasonable business expenses related to their duties. The policy sets clear payment schedules and eligibility requirements for equity awards.
Exhibit 10.16
TechTarget, Inc.
2025 Non-Employee Director Compensation Fees and Expenses
A. Non-Employee Directors (excluding the Chair of the Board of Directors) | ||
Retainer Fees* | ||
Annual Board Retainer | $20,000 | |
Audit Committee Chair Retainer | $10,000 | |
Audit Committee Member Retainer | $5,000 | |
Compensation Committee Chair Retainer | $5,000 | |
Compensation Committee Member Retainer | $2,500 | |
Nominating Committee Chair Retainer | $5,000 | |
Nominating Committee Member Retainer | $2,500 | |
Meeting Fees* | ||
Board Meeting Fee | $1,500 per meeting | |
Committee Meeting Fee | $1,000 per meeting | |
* Retainer Fees are paid in December and all Meeting Fees are paid semiannually in August and December. Retainer Fees and Meeting Fees are paid in fully vested Restricted Stock Units. | ||
Equity Grants | ||
Annual Board Equity Retainer | Directors are awarded 5,000 non-statutory stock options on the date of the Annual Meeting of Stockholders and vesting on the first anniversary of the grant date. Directors must have served on the Board for at least 6 months to qualify. | |
Board Joining Fee | Directors are awarded, at the discretion of the Board, 2,500 non-statutory stock options - the timing of this grant is also at the discretion of the Board. | |
B. Chair of the Board of Directors | ||
Retainer Fees | ||
Annual Board Chair Cash Retainer** | $100,000 | |
Annual Board Chair Equity Retainer | The Chair of the Board is awarded an annual equity grant of $150,000 in Restricted Stock Units vesting in full on the first anniversary of the grant date. | |
The Annual Board Chair Cash Retainer and Annual Board Chair Equity Retainer comprises the total fixed annual retainer for the Non-Employee Director Chair and includes attendance at all Board and Committee meetings; there are no additional meeting attendance fees. | ||
**50% of the Annual Board Chair Cash Retainer will be paid in August and 50% will be paid in December. | ||
Expenses: Directors incurring ordinary and necessary business expenses will be reimbursed for any actual out-of- pocket cost incurred in attending any Board or Committee meetings or other company functions.
