Viad Corp Summary of Compensation Program for Non-Employee Directors (as of February 27, 2018)
This document outlines the compensation program for non-employee directors of Viad Corp as of February 27, 2018. Non-employee directors receive an annual retainer, meeting attendance fees, and an annual restricted stock grant that vests after one year. Additional compensation is provided for committee chair roles and the independent chairman. Directors are also eligible for a matching gift program for charitable donations and receive insurance benefits while on corporate business. The program specifies the amounts and conditions for each type of compensation and benefit.
Exhibit 10.J1
VIAD CORP
SUMMARY OF COMPENSATION PROGRAM FOR
NON-EMPLOYEE DIRECTORS
AS OF FEBRUARY 27, 2018
| Board of Directors |
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| Annual Retainer | $45,000 |
| Per Meeting Attendance Fee | $1,600 |
| Annual Restricted Stock Grant1 Value | $115,000 |
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| Independent Chairman of Board of Directors |
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| Annual Retainer | $100,000 |
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| Audit Committee |
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| Per Meeting Attendance Fee | $1,500 |
| Committee Chairman Annual Retainer | $20,000 |
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| Corporate Governance and Nominating Committee |
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| Per Meeting Attendance Fee | $1,500 |
| Committee Chairman Annual Retainer | $10,000 |
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| Human Resources Committee |
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| Per Meeting Attendance Fee | $1,500 |
| Committee Chairman Annual Retainer | $17,500 |
Additional Benefits2
| 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 form of Restricted Stock Agreement for Outside Directors, effective as of February 27, 2018, pursuant to the 2017 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.B1 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. |
