DIRECTOR COMPENSATION PROGRAM
Approved June 1, 2009; Effective January 1, 2009; March 1, 2011, Effective January 1, 2011; Feb 5, 2014; Effective April 1, 2014 (for amounts payable on or after date); May 11, 2016, for amounts payable on or after such date; for director ownership guidelines November 14, 2017; updated February 2022 for tax withholding; updated March 2022 for Committee retainers; updated August 2022 for Annual Cash Retainer and Share Awards; updated April 2026 for Risk Committee Chairperson and Strategic Planning Committee Chairperson cash retainer; updated May 2026 to remove no-longer-applicable tax withholding language, to correct typographical matters, and to change name of Strategic Planning Committee to Capital Allocation Committee
ANNUAL CASH RETAINER: $90,000
Director may elect to take all or part of the retainer in shares of Company Stock. Directors will be responsible for taxes on all such amounts. If shares are elected for the cash portion of the retainer, they will be fully vested upon issuance.
SHARE AWARDS:
•Annual grant of $135,000 of restricted stock (RSAs) under 2009 Equity Incentive Plan, effective 2023 grant
•RSA will vest one year from grant
•Awards will be made on the later of the date of the annual meeting or the first quarter earnings release
ADDITIONAL RETAINERS:
•Board Chair $20,000
•Audit Committee Chair $20,000
•Compensation Committee Chair $10,000
•Nominating Committee Chair $15,000
•Risk Committee Chair $20,000
•Capital Allocation Committee Chair $20,000
ELIMINATING:
•Per diems
•Committee secretary retainers
•All other retainers
OUT OF POCKET EXPENSES: Reimbursement of actual expenses for meetings and attendance at other board service events
EXECUTIVES: serving as directors will receive no director compensation or awards
STOCK OWNERSHIP GUIDELINES: Five times the annual cash retainer ($450,000), with a reasonable transition period permitted for new directors.
