Director Compensation and Stock Ownership Guidelines

Director Compensation and Stock Ownership Guidelines

Director Cash Compensation

We pay non-management directors an annual cash retainer and no meeting fees. Additionally, the Chairman of the Board, Committee Chairpersons and certain Executive Committee members receive an additional annual retainer. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual retainers are payable in four equal quarterly installments. The table below sets forth the annual retainers for fiscal year 2016.

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(1) Effective April 20, 2016, the Board approved an Executive Committee member fee for non-management, non-chairman directors.

Director Equity Compensation

We typically grant equity awards to non-management directors upon appointment or election to the Board, and annually thereafter during the director’s term and anticipate that we will continue to grant annual equity awards to non-management directors at some level for the foreseeable future. Since 2010, the aggregate grant date fair value (“AGD Fair Value”) of such awards has typically been approximately $135,000.

On April 20, 2016, we granted each non-management director an equity award of 3,793 restricted stock units (“RSUs”), which will vest on April 19, 2017. Each director had the option of deferring receipt of shares of Common Stock underlying vested RSUs until his or her separation of service or receiving them upon vesting.

Director Compensation Table

The following table provides information about the compensation that our directors earned during fiscal year 2016. The table does not include Ms. Salka, who received no additional compensation for her service as a director. We note that Mr. Foletta became Chairman of the Audit Committee effective April 2016.

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(1) The amount set forth in this column represents the AGD Fair Value of the 3,793 RSU equity award we granted each of our directors on April 20, 2016, which will vest on April 19, 2017. For the aggregate number of unexercised options and stock appreciation rights (“SARs”) for each director at December 31, 2016, please see the applicable footnotes to the table under the heading entitled “Security Ownership and Other Matters – Security Ownership of Certain Beneficial Owners and Management” below. There were no changes between December 31, 2016 and the Record Date that affected the aggregate number of unexercised options or SARs held by any director that are described in the applicable footnotes to such table (nor are there unvested awards held by directors not described therein).

Director Equity Ownership Requirement

The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our stockholders. Accordingly, it is the Board’s desire that each non-management director will hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least three times the director’s annual cash retainer, i.e.,$180,000. The value of unvested RSUs and vested or unvested SARs and options are not taken into account in determining whether a director meets our director equity ownership guidelines. As of December 31, 2016, all of our directors satisfy our director equity ownership guidelines.

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