Exhibit 10.2
SUMMARY SHEET OF DIRECTOR COMPENSATION
The following summary sets forth annual rates of cash and equity compensation fornon-management directors, as adopted at the May 7, 2019 Board meeting, and as updated at the April 9, 2020 and May 15, 2020 Board meetings. At the April 9, 2020 meeting, the Board reduced all cash compensation by 50%, to reflect a reduced rate for quarterly pay periods in response to the economic downturn and uncertainty caused by theCOVID-19 pandemic. At the May 15, 2020 meeting, the Board set the Lead Director compensation and modified the methodology used for granting equity compensation.
Compensation Item | Annual Compensation Rate Approved May 7, 2019 | Annual Compensation Rate Approved April 9, 2020 | Annual Compensation Rate Approved May 15, 2020 | |||||||||
Cash Compensation | ||||||||||||
Board Retainer | $ | 90,000 | $ | 45,000 | $ | 45,000 | ||||||
Audit Committee | ||||||||||||
Chair Retainer | $ | 25,000 | $ | 12,500 | $ | 12,500 | ||||||
Member Retainer | $ | 10,000 | $ | 5,000 | $ | 5,000 | ||||||
Compensation Committee | ||||||||||||
Chair Retainer | $ | 20,000 | $ | 10,000 | $ | 10,000 | ||||||
Member Retainer | $ | 8,000 | $ | 4,000 | $ | 4,000 | ||||||
Nominating & Corporate Governance Committee | ||||||||||||
Chair Retainer | $ | 15,000 | $ | 7,500 | $ | 7,500 | ||||||
Member Retainer | $ | 7,000 | $ | 3,500 | $ | 3,500 | ||||||
Equity Compensation—Restricted Stock or Restricted Stock Units | ||||||||||||
Director Retainer | $ | 150,000 | $ | 150,000 | $ | 150,000 | ||||||
Lead Director Additional Retainer1 | $ | N/A | $ | N/A | $ | 125,000 | ||||||
| 1 | The Lead Director receives a $125,000 equity retainer in addition to the standard director equity retainer of $150,000. |
Directors may defer their cash compensation by participating in the Company’sDeferred Compensation Program, effective November 6, 2017 (filed November 9, 2017 as Exhibit 10.6 to the Company’s Form8-K).
Directors may receive the equity component of their compensation in restricted stock or restricted stock units (“RSUs”). In either case, the awards generally have a12-month vesting period, ending on the day preceding the next annual meeting of shareholders. Vesting accelerates in the event of death, disability or, if the director’s service is terminated upon a change in control of the Company. Historically, the number of shares or units awarded was calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. However, the Board modified this methodology in light of the recent stock price volatility and economic conditions related to theCOVID-19 pandemic. For the 2020 grant on May 15, 2020, the number of shares or units awarded was calculated by dividing the dollar value of the award by the average closing price of the Company stock for the 10 trading days following the 2019 fourth quarter earnings release, which was $45.85 per share. RSUs are settled in shares of common stock and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for 2 to 10 years after the grant date.
The Company pays for travel expenses incurred by the directors to attend Board meetings. Our management directors do not receive compensation for their Board service.