EX-10.3 2 d425407dex103.htm SUMMARY SHEET OF DIRECTOR COMPENSATION SUMMARY SHEET OF DIRECTOR COMPENSATION

Exhibit 10.3

SUMMARY SHEET OF DIRECTOR COMPENSATION

The following summary sets forth annual rates of cash and equity compensation for non-management directors, as adopted at the May 25, 2021, November 17, 2022 and May 4, 2023 Board meetings.

 

Compensation Item

   Annual
Compensation
Rates Approved
May 25, 2021
     Annual
Compensation
Rates Approved
November 17, 2022
 

Cash Compensation

     

Board Retainer

   $ 90,000      $ 100,000  

Audit Committee

     

Chair Retainer

   $ 25,000      $ 25,000  

Member Retainer

   $ 10,000      $ 10,000  

Human Resources & Compensation Committee

     

Chair Retainer

   $ 20,000      $ 20,000  

Member Retainer

   $ 8,000      $ 8,000  

Nominating, Governance & Sustainability Committee

     

Chair Retainer

   $ 15,000      $ 15,000  

Member Retainer

   $ 7,000      $ 7,000  

Equity Compensation—Restricted Stock or Restricted Stock Units

     

Director Retainer

   $ 150,000      $ 160,000  

Lead Director, Additional Retainer1

   $ 125,000      $ 30,000  

Chairman of the Board, Additional Retainer1

   $ n/a      $ 150,000  

 

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The Lead Director and Chairman of the Board additional equity retainers were adopted at the May 4, 2023 Board Meeting.

Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program, effective November 6, 2017 (filed November 9, 2017 as Exhibit 10.6 to the Company’s Form 8-K).

Directors may receive the equity component of their compensation in restricted stock or restricted stock units (“RSUs”). In either case, the awards generally vest on the day preceding the following year’s 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 has been calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. For the 2021 grant on May 25, 2021, the Board determined the number of shares or units granted by dividing the dollar value of the award by the closing price of the Company’s stock on the


grant date. For the 2022 and 2023 grants, respectively, including the additional equity grants on May 4, 2023 to the Lead Director and Chairman of the Board, the Board determined the number of shares or units by dividing the dollar value by the average closing price per share of the Company’s stock for the 10 trading days following the prior year fourth quarter earnings release.

RSUs are settled in shares of common stock, on a one-to-one basis, 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.

 

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