Form of Non-Employee Director Compensation Plan
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit
EXHIBIT 10.1
WEX Inc.
Non-Employee Director Compensation Plan
Effective October 1, 2017
Originally Adopted December 13, 2014
Originally Adopted December 13, 2014
Annual Cash Retainers
The Company shall pay each non-employee board member the following annual cash retainer(s) based upon his or her service. All payments hereunder shall be made in equal quarterly amounts.
Annual Chairman Cash Retainer | $ | 120,000 |
Annual Lead Director Cash Retainer | $ | 85,000 |
Annual Director Cash Retainer (other than Lead Director and Chairman) | $ | 70,000 |
Audit Committee Chair Cash Retainer | $ | 30,000 |
Compensation Committee Chair Cash Retainer | $ | 20,000 |
Technology Committee Chair Cash Retainer | $ | 20,000 |
Finance Committee Chair Cash Retainer | $ | 20,000 |
Governance Committee Chair Cash Retainer | $ | 15,000 |
Finance Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 |
Audit Committee Member Cash Retainer (other than Committee Chair) | $ | 15,000 |
Compensation Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 |
Technology Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 |
Governance Committee Member Cash Retainer (other than Committee Chair) | $ | 7,500 |
Equity Retainers
All directors other than the Lead Director shall, at the time of the annual stockholders’ meeting (“ASM”), shall be granted a number of restricted stock units (“RSUs”) worth the equivalent of $135,000 at the then current stock price. Such RSUs will vest annually.
The Lead Director shall, at the time of the ASM, shall be granted a number of RSUs worth the equivalent of $150,000 at the then current stock price. The Chairman shall, at the time of the ASM, shall be granted a number of RSUs worth the equivalent of $185,000 at the then current stock price. Such RSUs will vest annually.
New Director Equity Grants
All new directors shall be granted a number of restricted stock units (“RSUs”) worth the equivalent of $50,000 at the then current stock price. Such RSUs will vest annually and will be granted at the next ASM after their appointment.
Fee Deferral
Directors may defer all or part of their cash fees and equity retainers into deferred stock units which will be payable in Company shares to the Director only upon termination from Board Service.
Expense Reimbursement
Directors are reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings.
Pro-ration of Annual Cash Retainers for New Directors
To the extent a director is appointed at a time other than the ASM, any Annual Cash Retainers will be prorated.
