RR DONNELLEY
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Each Director shall receive (A) an annual retainer fee (a “Retainer”) to be paid in the form of a grant of Restricted Stock Units (“RSUs”) on the date of the Company’s Annual Meeting of Stockholders pursuant to the Company’s Performance Incentive Plan in effect on such date (the “Plan”), and (B) a per board meeting fee (“Meeting Fee’), each as described further below.
1. Each Director shall be paid $5,000 in cash for each meeting of the Board attended in person or telephonically. |
2. Meeting Fees shall be paid semi-annually following the Board’s October and April meetings of each year. |
Effective as of May 21, 2015
granted. |
Base Retainer: | |
Director | $231,000 |
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| Additional Retainer: |
Chairman of the Board | $175,000 |
Chairman of Audit and Human Resources Committees | $35,000 |
Chairman of GRT Committee | $20,000 |
Audit Committee member other than Chairman | $20,000 |
Effective as of May 21, 2015