Annual Cash Retainer
Under the A&R Non-Employee Director Compensation Policy, each of our non-employee members of the Board is entitled to receive the following cash compensation for services on the Board and committees thereof, as follows:
| | | | |
Position | | Amount | |
Base Board Retainer | | $ | 40,000 | |
Chair of the Board (in addition to above Base Retainer) | | $ | 35,000 | |
Chair of Audit Committee | | $ | 18,000 | |
Chair of Compensation Committee | | $ | 12,000 | |
Chair of Nominating and Corporate Governance Committee | | $ | 10,000 | |
Member of Audit Committee (non-Chair) | | $ | 9,000 | |
Member of Compensation Committee (non-Chair) | | $ | 6,000 | |
Member of Nominating and Corporate Governance Committee (non-Chair) | | $ | 5,000 | |
The annual cash compensation amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial quarters.
Equity Compensation
Legacy Grant: On the thirtieth (30th) day following the effective date of the A&R Non-Employee Director Compensation Policy, each person who is then serving as a non-employee member of the Board who has continuously served as non-employee member of the Board during 2022 will be automatically, and without further action by the Board or the Compensation Committee, granted a restricted stock unit award (each an “RSU Award”) for an 87,500 (the “Legacy Director RSU”) shares of the Company’s common stock (the “Common Stock”). 50% of each Legacy Director RSU will be vested as of the date of grant and the remainder will vest in two equal installments on each subsequent anniversary of the date of grant, subject to such non-employee director’s continuous service with the Company on each vesting date.
Initial Grant: For each non-employee director who is first elected or appointed to the Board in 2023 prior to the effective date of the A&R Non-Employee Director Compensation Policy or on or following the effective date of the A&R Non-Employee Director Compensation Policy, at the close of business on the thirtieth (30th) day following the date of such non-employee director’s initial election or appointment to the Board or on the thirtieth (30th) day following the effective date of the A&R Non-Employee Director Compensation Policy with respect to any non-employee director that was first elected or appointed to the Board in 2023 prior to the effective date of the A&R Non-Employee Director Compensation Policy, each such non-employee director will be automatically, and without further action by the Board or the Compensation Committee, granted an RSU Award for 25,000 shares of the Common Stock (each, an “Initial Grant”). 50% of each Initial Grant will be vested as of the date of grant and the remainder will vest in two equal installments on each subsequent anniversary of the date of grant, subject to such non-employee director’s continuous service with the Company on each vesting date.
Annual Grant and Prorated Annual Grant: On the thirtieth (30th) day following the first annual meeting of the Company’s stockholders following the effective date of the A&R Non-Employee Director Compensation Policy and on the date of each subsequent annual meeting of the Company’s stockholders (each, an “Annual Meeting”), each person who is then a non-employee director will be automatically, and without further action by the Board or the Compensation Committee, granted an RSU Award for 12,500 shares of the Common Stock (each, an “Annual Grant”).
In addition, for each non-employee director who is first elected or appointed to the Board after the first annual meeting of the Company’s stockholders following the effective date of the A&R Non-Employee Director Compensation Policy on a date other than the date of an annual meeting of the Company’s stockholders, at the close of business on the thirtieth (30th) day following such non-employee director’s initial election or appointment to the Board, such non-employee director will be automatically, and without further action by the Board or the Compensation Committee, granted an RSU Award for 12,500 shares of the Common Stock, multiplied by a fraction, the numerator of which equals 365 minus the total number of days, as of the grant date of such RSU Award, that have occurred since the last Annual Meeting and the denominator of which equals 365, rounded down to the nearest whole unit (each, a “Prorated Annual Grant”).
Each Annual Grant and Prorated Annual Grant will vest in full on the earlier of (i) the one-year anniversary of the grant date of the Annual Grant or Prorated Annual Grant, as applicable, and (ii) the date immediately prior to the date of the Annual Meeting next following the grant date of such Annual Grant or Prorated Annual Grant, as applicable, subject to such non-employee director’s continuous service with the Company on each vesting date.