(vii) each director serving on the compensation committee received a grant of 100 restricted stock
units; and
(viii)each director serving on the nominating and corporate governance committee received a grant of
100 restricted stock units.
In addition to the foregoing, Mr. Zarley received a grant of 143 restricted stock units on February 13,
2019 relating to his partial year service as the chairperson of the compensation committee, which vest
concurrently with the restricted stock units granted in the immediately preceding paragraph.
For the restricted stock units described in this footnote (1), fair value is equal to the closing price of
the Company’s common stock on the trading day immediately preceding the date of the grant, which
was $61.86 for the grants to the non-employee directors on January 8, 2019 and $64.44 for the
additional grant to Mr. Zarley on February 13, 2019. The amounts listed above represent the grant
date fair value determined in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718 (‘‘ASC 718’’) of restricted stock units granted under the Company’s
2013 Long-Term Incentive Plan. Detailed information under ASC 718 is set forth in Note 14 to the
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019. No other equity awards were granted to the non-employee
directors during the period of time covered by this table nor were any outstanding at the end of the
2019 fiscal year. The Company cautions that the amounts reported in the Director Compensation
Table for these awards may not represent the amounts that the non-employee directors will actually
realize from the awards. Whether, and to what extent, a non-employee director realizes value will
depend on fluctuation in the Company’s stock price and the non-employee director’s continued
service on the Board.
Additionally, in January 2018, the compensation committee agreed that beginning with the 2018 fiscal
year, the total compensation for any non-employee director may not exceed $500,000, which amount
shall be calculated by adding (i) the total cash compensation to be paid for services rendered by a
non-employee director in any given fiscal year to (ii) the grant date value of any restricted stock units
granted to such non-employee director in that fiscal year.
Further, in November 2019, the compensation committee and the Board elected to restructure the
equity component for each non-employee director’s total compensation. Accordingly and in lieu of
the restricted stock unit schedule set forth in the table above for board and committee service, the
compensation committee and the Board agreed that with respect to each non-employee director’s
2020 fiscal year service, each shall receive an annual grant of restricted stock units equal to $185,000
divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select
Market on the trading day immediately preceding the date of the grant, with such quotient rounded
up or down to the nearest 100 shares. With respect to each non-employee director’s 2020 fiscal year
service, the Company made the annual grant on January 8, 2020.(2) This amount includes a $20,000 annual fee for serving as the Lead Independent director, a $20,000
annual fee for serving as the chairperson of the audit committee, and a $20,000 annual fee for serving
as the International Liaison.
(3) Mr. Parker passed away on January 26, 2019. All of the amounts listed in the table above reflect
compensation relating to Mr. Parker’s 2019 year service. Of the 4,750 restricted stock units granted to
Mr. Parker on January 8, 2019 for his 2019 year service, he only vested in 234 restricted stock units
upon his death and the remainder were forfeited.
(4) The chairperson of the compensation committee receives an annual fee of $10,000. The amounts for
each of Mr. Parker and Mr. Zarley includes a prorated portion of such annual fee corresponding to
their respective service as the chairperson of the compensation committee during the 2019 fiscal year.