Exhibit 10.30
HEALTHSPRING, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
Our compensation policy for our non-employee directors for their services is as
follows:
o Annual cash retainers (pro rated for partial-year service) of $25,000
and additional annual retainers of $5,000 and $2,500, respectively, for
service on the audit committee or another standing committee of the
board. The audit committee chair shall be paid a $10,000 annual
retainer with each chair of the other standing committees receiving an
annual retainer of $5,000. In addition, meeting fees of (1) $2,500 per
regularly scheduled quarterly meeting for in-person attendance, (2)
$1,000 per committee meeting (when not in conjunction with a regularly
scheduled quarterly meeting of the board) or other special board of
directors meeting for in-person attendance, and (3) $500 per meeting
for telephone participation. Directors will be reimbursed for
reasonable expenses incurred in connection with attending meetings of
the board of directors or its committees.
o Equity compensation will consist of restricted stock awards, subject to
one year vesting, 1,500 shares of restricted common stock upon each
annual meeting of stockholders where directorship will continue
following the meeting. Each of our non-employee directors also
received, as a one time award, 2,500 shares of restricted common stock
upon the completion of our initial public offering in February 2006.
NAMED EXECUTIVE OFFICER COMPENSATION SUMMARY
2006 salaries for named executive officers:
Name Title Salary
- ---- ----- ------
Herbert A. Fritch President and Chief Executive Officer $525,000
Jeffrey L. Rothenberger Executive Vice President and $400,000
Chief Operating Officer
Kevin M. McNamara Executive Vice President and $350,000
Chief Financial Officer
J. Murray Blackshear Executive Vice President and $315,000
President -- Tennessee Division
Pasquale R. Pingitore, M.D. Senior Vice President and $300,000
Chief Medical Officer
Cash incentive bonuses relating to 2005 performance for named executive
officers:
Name Title Bonus
- ---- ----- ------
Herbert A. Fritch President and Chief Executive Officer $525,000
Jeffrey L. Rothenberger Executive Vice President and $400,000
Chief Operating Officer
Kevin M. McNamara Executive Vice President and $350,000
Chief Financial Officer
J. Murray Blackshear Executive Vice President and $315,000
President -- Tennessee Division
Pasquale R. Pingitore, M.D. Senior Vice President and $105,000
Chief Medical Officer
The named executive officers will also participate in the Company's 2006 Equity
Incentive Plan.
ADDITIONAL INFORMATION
The foregoing information is summary in nature. Additional information regarding
director and named executive officer compensation will be provided in the
Company's proxy statement to be filed in connection with the 2006 annual meeting
of stockholders.