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WELLCARE HEALTH PLANS,
INC.
Non-Employee Director
Compensation Policy
This
Non-Employee Director Compensation Policy (the “
Policy ”) sets forth the compensation to be
paid to non-employee members (“ Non-Employee
Directors ”) of the Board of Directors (the “
Board ”) of WellCare Health Plans, Inc. (the
“ Company ”).
The
following retainers shall be paid quarterly at the end of the
period and shall be cumulative. A member of the Board or any of its
committees, who serves on such during a portion of a quarterly
period, shall be paid the full quarterly retainer.
All Non-Employee
Directors:
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A
base annual retainer of $50,000.
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Each member of the Audit Committee
shall receive an additional annual retainer of $12,000.
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Each member of the Compensation
Committee, the Nominating and Corporate Governance Committee, the
Health Care Quality and Access Committee and the Regulatory
Compliance Committee shall receive an additional annual retainer of
$8,000.
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Each member of the Special Committee
shall receive an additional annual retainer of $60,000.
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The
chairperson of the Audit Committee shall receive an additional
annual retainer of $8,000.
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The
chairperson of the Compensation Committee, the Nominating and
Corporate Governance Committee, the Health Care Quality and Access
Committee and the Regulatory Compliance Committee shall receive an
additional annual retainer of $4,000.
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The
chairperson of the Special Committee shall receive an additional
annual retainer of $30,000.
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The
lead director shall receive an additional annual retainer of
$15,000.
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Each
Non-Employee Director shall receive an additional $2,000 for each
meeting of the full Board of Directors attended in person,
telephonically or by way of other remote or electronic
means.
Unless
otherwise determined by the Compensation Committee and subject to
the Compensation Committee’s approval, upon, and contingent
on, a new Non-Employee Director’s appointment or election to
the Board, newly elec
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