Viad Corp Summary of Compensation Program for Non-Employee Directors (as of February 25, 2020)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation program for non-employee directors of Viad Corp as of February 25, 2020. It details annual retainers, meeting fees, stock grants, and additional benefits such as insurance and a charitable gift matching program. Non-employee directors receive cash retainers, restricted stock grants that vest after one year, and may participate in corporate-matched charitable donations. The program also provides specific compensation for committee roles and chairmanships, as well as insurance coverage while on corporate business.

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EX-10.J1 2 vvi-ex10j1_442.htm EX-10.J1 vvi-ex10j1_442.htm

Exhibit 10.J1

 

VIAD CORP

SUMMARY OF COMPENSATION PROGRAM FOR

NON-EMPLOYEE DIRECTORS

AS OF FEBRUARY 25, 2020

 

Board of Directors

 

     Annual Retainer

$65,000

     Per Meeting Attendance Fee (for special meetings in excess of 8 in one calendar year)

$1,500

     Annual Restricted Stock Grant1Value

$125,000

 

 

Independent Chairman of Board of Directors

 

     Annual Retainer

$100,000

 

 

Audit Committee

 

     Committee Membership Annual Retainer

$20,500

     Committee Chairman Annual Retainer

$25,000

 

 

Corporate Governance and Nominating Committee

 

     Committee Membership Annual Retainer

$5,000

     Committee Chairman Annual Retainer

$15,000

 

 

Human Resources Committee

 

     Committee Membership Annual Retainer

$10,000

     Committee Chairman Annual Retainer

$20,000

 

 

Additional Benefits2

 

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1

The annual restricted stock grant occurs in February of each year and vests 100% one year from the date of the grant, in accordance with the terms and conditions of the forms of the Restricted Stock Agreement for Non-Employee Directors, effective as of February 27, 2018, pursuant to the 2017 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.1 to Viad Corp’s Form 8-K filed May 23, 2017; or the successor form of such restricted stock agreement filed thereafter.  

 

2

Non-employee directors may participate in the Directors' Matching Gift Program, which provides for corporate matching of charitable contributions made by non-employee directors, on a dollar-for-dollar basis, up to an aggregate maximum of $5,000 per year to qualified non-profit organizations having tax exempt status under Section 501(c)(3) of the Internal Revenue Code. Viad Corp also provides non-employee directors with accidental death and dismemberment insurance benefits of $300,000 and travel accident insurance benefits of $300,000 when they are traveling on corporate business.