Health Net 2015 Annual Report Download - page 111

109
Aggregate Stock Awards Outstanding as of
December 31, 2015 (#)
RSUs
Aggregate Option Awards Outstanding as of
December 31, 2015 (#)
Stock Options
Mary Anne Citrino 9,650 18,959
Theodore F. Craver, Jr. 5,790 61,559
Vicki Escarra 6,854 13,213
Gale S. Fitzgerald 14,787 43,059
Patrick Foley 3,526 61,559
Roger F. Greaves 5,790 61,559
Douglas M. Mancino 13,509 0
George Miller 2,609 0
Bruce G. Willison 5,790 61,559
Frederick C. Yeager 5,790 7,500
Cash Retainers and Meeting Fees. The non-employee director annual retainer has been $65,000 per year, since
October 1, 2014. During 2015, each non-employee director who chaired the Compensation Committee, Governance
Committee or the Finance Committee received an additional annual retainer of $10,000. The non-employee director who
chaired the Audit Committee received an additional annual retainer of $15,000. Each non-employee director was also
entitled to a $2,000 fee for each meeting of the Board of Directors attended, and a $1,000 fee for each committee
meeting attended, other than the Audit Committee. Non-employee directors received a $2,000 fee for each Audit
Committee meeting attended. In lieu of these retainer and meeting fees, Mr. Greaves received $20,000 per month for his
services as Chairman of the Board of Directors. No fees are paid to Health Net employees for service as a director.
Equity Grants. Until December 2010, our non-employee director equity compensation program provided for
non-employee directors to receive initial grants of nonqualified stock options when they join our Board of Directors and
automatic annual grants of nonqualified stock options upon their re-election to our Board of Directors. In December
2010, the Board of Directors approved a modification to our non-employee director equity compensation program. Since
the beginning of 2011, initial equity grants and automatic annual equity grants to non-employee directors have been
made in the form of RSUs, rather than nonqualified stock options. Grants in 2015 were made under the Company’s
Amended and Restated 2006 Long-Term Incentive Plan (the “Amended and Restated 2006 Plan”). The target value of
each of the initial and annual non-employee director grants is $130,000 and is calculated based on the fair market value
of the shares underlying the RSUs on the date of grant. A non-employee director’s annual equity grant will be pro-rated
if the non-employee director received an initial equity grant during the preceding twelve month period. Each grant vests
as to 33 1/3% of the RSUs on each of the first three anniversaries of the date of grant, provided that, RSUs granted prior
to May 7, 2015 will become immediately vested in the event of a “change in control” of Health Net, as defined in the
Company’s 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”), and RSUs granted on or after May 7, 2015
are subject to “double trigger vesting” and will become immediately vested if the non-employee director’s service is
involuntarily terminated without “cause” on or within 24 months following a “change in control”, each as defined in the
Amended and Restated 2006 Plan. Upon vesting, the non-employee director will be entitled to receive the number of
shares of Common Stock underlying the vested portion of the RSU grant. Each non-employee director may elect to defer
the distribution of shares underlying the vested RSUs in accordance with deferral procedures established by the
Company.
Expenses. We generally provide for, or reimburse, the reasonable expenses of (including costs of travel and
lodging) our directors incurred in connection with attending Board of Directors, committee and stockholder meetings.
We also reimburse directors for their reasonable expenses associated with attendance at other Heath Net-related business
meetings and events. Health Net does not own its own aircraft and, as such, our directors generally use commercial air,
rail or automobile transportation when traveling to Health Net-related business meetings. In addition, we also provide
for, or reimburse the expenses of, the Chairman of the Board’s wife that are related to her attendance (including the costs
of travel and lodging) at Celebration of Children and Heart & Soul meetings and events. Mr. Greaves’ wife serves as a
volunteer for Celebration of Children, which is a Health Net-sponsored charity program and for Heart & Soul, which is
Health Net’s awards program for employees. We also reimburse the expenses of Mr. Greaves’ wife when she
accompanies Mr. Greaves to Health Net-related business meetings and events that are unrelated to Celebration of
Children or Heart & Soul.