• | Cash compensation for each non-employee Director consists of the following: |
▪ | Annual Retainer of $70,000; |
▪ | An additional $20,000 annual retainer for each Committee or Subcommittee Chaired by a Director; and |
▪ | An additional $25,000 annual retainer for the Lead Director. |
• | Employee Directors are not compensated for service as Directors. |
• | Directors Stock Grant Program: |
▪ | Annually, each non-employee Director receives a grant of TCF common stock equal to $45,000. For any Director elected after a stock grant has been awarded, a pro-rata stock grant is awarded; |
▪ | The number of shares granted is determined by dividing $45,000 by the average of the high and low prices of TCF common stock on the grant date; |
▪ | The stock grant vests annually, when the next grant is made; |
▪ | Dividends are paid on unvested shares at the rate generally paid to holders of TCF common stock; and |
▪ | Unvested shares will vest if a change in control occurs. |
• | Non-employee Directors may defer fees and stock grants under the TCF Directors Deferred Compensation Plan until the end of their Board service. |
• | 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. |
• | TCF reimburses Directors for travel and other expenses to attend Board meetings or attend to other Board business as a business expense, and TCF occasionally holds Board retreats at a remote location and pays Directors’ travel and lodging expenses incurred in connection with the meeting, as well as those of the Directors’ spouses or significant others. |