(2) an annual retainer for the chairs of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategy & Operations Committee of $25,000, $15,000, $10,000 and $25,000, respectively;
(3) as a result of the nature of the Strategy & Operations Committee and the fact its responsibilities are expected to require the ongoing attention of its members throughout the entire year, an annual retainer for each member of such committee of $15,000; and
(4) an annual grant of RSUs with a grant date value of $144,000 and a one-year vesting schedule.
The elements of the Eligible Director compensation program are evaluated and determined by the Compensation Committee or the Board, as applicable, which takes into account competitive director compensation data provided by its independent compensation consultant, Compensation Advisory Partners LLC, or CAP, for companies in related industries as well as a general industry group of comparably sized companies. The Compensation Committee or the Board, as applicable, uses the comparative data provided by CAP as a general indicator of relevant market conditions, but does not set specific benchmark targets for total director compensation or for individual elements of the Eligible Director compensation program.
Awards of RSUs are generally subject to forfeiture if an Eligible Director leaves the Board prior to the scheduled vesting date for any reason, except that the vesting of such awards would accelerate in full upon an Eligible Director ceasing to serve on the Board due to death or disability.
For all Eligible Directors, the number of annual RSUs awarded in 2022 was determined by dividing the grant date value of $144,000 by the average of the high and low sales prices of our Class A common stock on the trading day immediately prior to the grant date and rounding down to the nearest whole number. As a result, 10,344 annual RSUs were awarded to each Eligible Director in 2022.
New Eligible Directors generally receive an annual grant of RSUs as described above upon joining the Board. Each of the three new Eligible Directors who joined in 2022 therefore received a sign-on grant of RSUs at the time they joined the Board with a grant date value of approximately $144,000, vesting in full on the first anniversary of the grant date. The number of RSUs granted were 10,742 for Mr. Earl and 10,863 for each of Ms. Henry and Mr. Prober.
Eligible Directors with unexcused absences exceeding 25% of the meetings held by the Board and committees on which they served in the prior year are not eligible to receive an annual award of RSUs except that Eligible Directors with less than six months of service in the prior year are not subject to such threshold with respect to the first grant made after becoming a director. All Eligible Directors serving at the time of grant (June 8, 2022) satisfied the attendance requirements applicable for the 2022 annual awards.
As a result of Light & Wonder’s offer to acquire the remainder of our public shares, a special committee (the “Special Committee”) was created in 2021 to evaluate the proposed transaction. Eligible Directors serving on this special committee received a one-time cash retainer of up to $50,000, which was paid in 2021, and a monthly retainer of $10,000 for such services. Although Light & Wonder’s offer was withdrawn on December 22, 2021, the Special Committee’s services continued through January 2022 in order to wind down the Special Committee’s work. As a result, each Eligible Director serving on the Special Committee received a final monthly payment of $10,000 in January 2022.
In light of the compensation each of Mses. Korsanos and James receive for the services they provide to Light & Wonder, the Board determined that Mses. Korsanos and James would not receive any compensation in respect of their services as directors of the Company.
Mr. Cottle did not receive any compensation in respect of his services as a director or executive officer of the Company in 2022, having received a grant of performance-conditioned restricted stock units (“PRSUs”) in 2019, which were intended to compensate him for his services as Executive Chairman. These PRSUs were vested and settled in early 2021, based on actual performance for the years 2019 – 2020.
Director Compensation for 2022. The table below shows the compensation earned by each of our directors for 2022, other than Mr. Wilson, whose compensation is reflected in the Summary Compensation Table below.