QEP Resources, Inc.

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SEC Filings

QEP RESOURCES, INC. filed this Form DEF 14A on 04/05/2018
Entire Document


Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on our Board. In setting director compensation, our Board considers the significant amount of time that directors spend in fulfilling their duties to our Company and our shareholders as well as the skill level required by our directors. The Compensation Committee is responsible for determining the type and amount of compensation for independent directors. The Compensation Committee engaged its independent compensation consultant, Meridian Compensation Partners, LLC, to assist in the annual review of director compensation by providing benchmark compensation data and recommendations for compensation program design. Employee directors are not separately compensated for their service on the Board. Therefore, Mr. Stanley has been omitted from the Director Compensation Table.

Similar to our executive officers, our independent directors are subject to stock ownership guidelines to align their interests with those of our shareholders. Pursuant to these guidelines, each independent director is expected to own stock worth a minimum of five times his or her annual cash compensation. As of December 31, 2017, all of our independent directors were in compliance with these guidelines.

Retainer and Meeting Fees

The table below describes the director compensation program for 2017. All retainer and meeting fees remained the same from 2016, except that in February 2017, the Board restored LTI award values to 2015 levels, which resulted in an increase from $180,000 in 2016 to $200,000 in 2017. In February 2016, the Board had reduced LTI award values by 10% in recognition of industry conditions and to align with the 10% reduction of LTI award values for our NEOs in 2016.
Type of Fee
Amount ($)
Annual Director Retainer
Additional Audit Committee Chair Retainer
Additional Compensation Committee Chair Retainer
Additional Other Committee Chair Retainer
Additional Lead Director Retainer
Annual Restricted Stock Grant Under the LTSIP

Director Deferred Compensation Plan

Non-employee directors are eligible to participate in the QEP Resources, Inc. Deferred Compensation Plan for Directors (the Director Deferred Compensation Plan), which allows independent directors to defer compensation paid to them. Cash fees can be deferred as either QEP phantom stock or as a deemed investment in an array of mutual funds. Equity compensation can be deferred as QEP phantom stock. Directors are credited with earnings and dividends on the phantom stock. Payments of deferred compensation are made upon a director's cessation of board service, and a director may elect to have the payments made in cash or shares of QEP common stock.