waivers from provisions of our Code of Business Conduct that apply to our principal executive officer and financial and accounting officers by posting the required information on our website.
Conflicts of Interest Policy
Our Board has adopted a Conflicts of Interest Policy that applies to all of our employees, including our Chief Executive Officer and our Chief Financial Officer. Our Conflicts of Interest Policy is available on our website at www.terraformglobal.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our Common Stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and written representations provided to us by all of our directors and executive officers and certain of our greater than 10% stockholders, we believe that during the year ended December 31, 2016, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements with the exception of the following untimely filings:
Date of Reportable Transaction
Frederick J. Boyle
Mark D. Lerdal
Non-Employee Director Compensation
Officers or employees of SunEdison who also serve as our directors will not receive additional compensation for their service as one of our directors. Our directors who are not officers or employees of us or SunEdison are entitled to compensation as “non-employee directors” as set by our Board.
Our directors who are not officers or employees of us or SunEdison are entitled to the following fees for their service on our Board and its committees:
$50,000 annual board of directors cash retainer;
$20,000 additional annual cash retainer for the Chairman of the Audit Committee;
$7,500 additional annual cash retainer for all other members of the Audit Committee;
$12,500 additional annual cash retainer for the Chairman of the Conflicts Committee;
$5,000 additional annual cash retainer for all other members of the Conflicts Committee.
$12,500 additional annual cash retainer for the Chairman of the Compensation Committee; and
$5,000 additional annual cash retainer for all other members of the Compensation Committee.
In addition, certain of our directors who are not employees of us or SunEdison have been and will be awarded restricted stock units (“RSUs”) for shares of our common stock on an annual basis (based on the date of the annual stockholder meeting for each year) in connection with their board service. RSUs are awarded in an amount such that the number of underlying shares of common stock has a total value of $150,000 on the date the award is granted (rounded to the nearest 100 shares), which vest on the first anniversary of the grant date. Outside directors that became directors in 2016 received RSUs for a pro rata portion of the $150,000 total value based on their start date. Certain of our non-employee directors were awarded RSUs in 2016 as described below.
Each member of our Board will be indemnified for their actions associated with being a director to the fullest extent permitted under Delaware law.