Summary of Non-Employee Director Compensation Effective September 1, 2020

Summary

This document outlines the compensation structure for non-employee directors of the company, effective September 1, 2020. Non-employee directors receive an annual cash retainer and may receive equity-based awards. Additional cash retainers are provided for serving as chair or member of certain board committees, including Audit, Compensation, Nominating and Governance, and Sustainability. Payments are made quarterly, either in advance or arrears, depending on the type of compensation. The agreement specifies the amounts for each role and type of service.

EX-10.12 3 wll-20200930ex1012e9ca9.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

Exhibit 10.11

Director Compensation

Effective September 1, 2020, non-employee director compensation is paid in cash in quarterly installments in advance as follows:

Committee Service

Nominating

Board

and

    

Service

    

Chairman

    

Audit

    

Compensation

    

Governance

Sustainability

Annual retainer (1)

$

80,000

$

100,000

$

$

$

$

Equity-based awards (2)

 

165,000

 

 

 

 

Committee chair annual retainer (1)

 

 

 

25,000

 

10,000

 

10,000

10,000

Committee member annual retainer (1)

 

 

 

10,000

 

5,000

 

5,000

5,000

(1)Payable in quarterly installments in arrears
(2)Grant date value