Director Compensation
Board retainer, committee fees, equity grants, and ownership requirements for non-employee directors.
Inventory non-employee director compensation — cash retainer, committee retainers, equity grants, onboarding grant, and stock-ownership requirement — with peer-set positioning.
Approved director compensation policy, peer-set director comp benchmarks (Equilar / ISS Director Pay).
Per-element annual dollar value, supporting notes, and aggregate annual director comp envelope.
Director comp is reviewed every other year typically; over-frequent adjustments raise ISS questions. Confirm last review date.
Total annual director comp (cash + equity for a board-member-only director) is $290K — at the upper end of mid-cap industrials but within tech-sector norms. Lead-director and committee premiums are right-sized.
Schedule the next director-comp benchmarking with Equilar data; ensure the Annual Meeting filing reflects current policy.
| Category | Annual value | Notes |
|---|---|---|
| Annual cash retainer (board member) | $95K | Paid quarterly in arrears. |
| Lead independent director additional | $35K | Above base retainer. |
| Audit committee chair retainer | $25K | Above base retainer; committee members get $12.5K. |
| Comp committee chair retainer | $20K | Above base retainer; committee members get $10K. |
| Nom/Gov committee chair retainer | $15K | Above base retainer; committee members get $7.5K. |
| Annual equity grant (RSUs, 1-yr vest) | $195K | Granted at annual meeting; FMV at grant. |
| Initial onboarding equity (new directors) | $100K | One-time at appointment; 1-yr cliff. |
| Stock ownership requirement | $475K | 5× annual cash retainer; 5-yr build window. |
Director comp structure is conventional and defensible: cash + equity at-market, double committee premiums (chair + member), 1-year vesting on equity grants, and a 5× ownership requirement.
Director comp is a low-attention area until it's not — a single mis-set committee chair retainer can attract ISS commentary. Annual benchmarking discipline is the right safeguard.
Run a 2-yr biennial director-comp benchmarking; document the rationale in the proxy DCT (Director Compensation Table) footnotes.
Independent-director term limits or annual-meeting changes can shift the population; recalibrate aggregate spend each cycle.
- Are there any directors approaching or past mandatory retirement age, which could shift the comp population?
- Does the Lead Independent Director role currently have additional ad-hoc responsibilities not reflected in the $35K premium?
Annual equity grant value is at-grant FMV; vested value depends on share price at vesting.
Open Proxy Disclosure Support to confirm the Director Compensation Table is on track.