◦ | The annual cash retainer was increased from $50,000 to $100,000. |
◦ | The annual equity retainer was increased from a grant date fair value of $80,813 to a grant date fair value of $100,000, to be paid in the form of time-based restricted stock units, vesting at the end of each year. |
◦ | Directors no longer receive additional compensation for service as Lead Director, Committee member or Chair. |
◦ | The Chemical Financial Corporation Directors’ Deferred Stock Plan (DDSP) was terminated in as of December 31, 2019, and replaced by the Legacy TCF Directors Deferred Compensation Plan, which permits voluntary deferrals of both cash and equity retainers. |
Name | Effective prior to August 1, 2019 | Effective August 1, 2020 | |||||
Annual Cash Retainer | $ | 50,000 | $ | 100,000 | |||
Annual Equity Retainer | $ | 80,813 | $ | 100,000 | |||
Lead Independent Director Retainer | $ | 30,000 | $ | -- | |||
Annual Cash Retainers for Audit Committee Service | $ | 25,000(1) | $ | -- | |||
$ | 12,500(2) | ||||||
Annual Cash Retainers for ALCO and Risk Management Committee | $ | 20,000(1) | $ | -- | |||
$ | 7,500(2) | ||||||
Annual Cash Retainers for Compensation and Pension Committee Service | $ | 20,000(1) | $ | -- | |||
10,000(2) | |||||||
Per Meeting Cash Retainer for BSA Committee Service | $ | 750 | $ | -- | |||
Annual Cash Retainers for Service on All Other Board Committees | $ | 15,000(1) | $ | -- | |||
7,500(2) | |||||||
◦ | Employee Directors (Messrs. Dahl, Provost, Torgow and formerly Shafer) are not compensated for service as Directors. |
◦ | TCF offers the TCF Matching Gift Program to supplement donations made by non-employee Directors to charitable organizations of their choice up to a maximum of $20,000 annually. |
◦ | Stock Ownership Guidelines: |
- | Non-employee Directors are required to own shares of TCF common stock worth an amount equal to five times their cumulative cash and equity retainers. |
- | All shares of TCF common stock owned directly or indirectly by a Director will be considered in determining whether the Stock Ownership Guidelines have been met. Stock options will not be counted toward the Stock Ownership Guidelines. |
- | Directors have until the fifth anniversary of their appointment to the Board to reach the applicable target ownership level. |
- | Indemnification rights are provided to Directors under TCF’s Certificate of Incorporation and Bylaws, to the extent authorized under Michigan Business Corporation Act and TCF maintains Directors and Officers Insurance. |
- | TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense. |