CLB 2019 Proxy Statement

14 Equity-Based Compensation Effective April 1, 2015, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2015 in the amount of $150,000, divided by the closing price of the Company's stock on March 31, 2015, rounded upwards to the nearest whole share for a total of 1,436 shares each. The restricted shares vested, without performance criteria, on March 31, 2018. Effective April 1, 2016, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2016 in the amount of $150,000, divided by the closing price of the Company's stock on March 31, 2016, rounded upwards to the nearest whole share for a total of 1,335 shares each. The restricted shares will vest, without performance criteria, at the end of a three- year vesting period that began on April 1, 2016 and will end on April 1, 2019. Effective April 1, 2017, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2017 in the amount of $150,000, divided by the closing price of the Company's stock on March 31, 2017, rounded upwards to the nearest whole share for a total of 1,299 shares each. The restricted shares vested, without performance criteria, on April 1, 2018. Effective April 1, 2018, we made a grant of restricted shares to the non-executive Supervisory Directors serving in 2018 in the amount of $150,000, divided by the closing price of the Company's stock on March 31, 2018, rounded upwards to the nearest whole share for a total of 1,387 shares each. The restricted shares will vest, without performance criteria, at the end of a one-year vesting period that began on April 1, 2018 and will end on March 31, 2019. Outstanding awards granted to the current non-executive Supervisory Directors require the recipient's continued service as a director (other than termination of service due to death or disability) to the time of vesting for the recipient to receive the shares that would otherwise vest. In the event of an award recipient's death or disability prior to the last day of these vesting periods, his or her restricted shares would vest in accordance with the aforementioned vesting schedules. If an award recipient's service with us terminates (other than due to death or disability) prior to the last day of these vesting periods, his or her restricted shares would be immediately forfeited to the extent not then vested. In the event of a change in control (as defined in the 2014 Nonemployee Director Stock Incentive Plan (the "2014 Director Plan") prior to the last day of the aforementioned vesting periods and while the award recipient is in our service (or in the event of a termination of the award recipient's service upon such change in control), all of the award recipient's restricted shares will vest as of the effective date of such change in control. As previously disclosed in prior proxy statements, the Supervisory Board approved a Board Succession Plan in 2011 (the "Board Succession Plan"), that was filed on Form 8-K on March 7, 2011. Under the Board Succession Plan, the awards of restricted shares to the Supervisory Directors who retired from the Board in accordance with the terms of the Board Succession Plan, were not forfeited, but remained eligible to vest in accordance with the vesting schedule of each year's award. As of December 31, 2018, the only former Supervisory Directors who have restricted share awards still outstanding are Messrs. Kearney and Ogren. Mr. Ogren retired effective as of the conclusion of the 2016 annual shareholder meeting, and Mr. Kearney retired effective as of the conclusion of the 2017 annual shareholder meeting. Minimum Stock Ownership by Non-Executive Supervisory Directors The Compensation Committee has established a requirement that non-executive Supervisory Directors must maintain equity ownership of Company stock, determined using the average price of the stock over the immediately preceding five years, in the minimum amount of five times the annual base retainer for the previous year. Non-executive Supervisory Directors will be allowed five years to achieve that minimum equity ownership level. All current Supervisory Directors are in compliance with the Compensation Committee's requirements. Policy against Insider Trading The Company has a written policy against insider trading that is applicable to all Supervisory Directors and other persons with access to material, non-public information about the Company. Such policy provides that entering into any derivative transaction which effectively shifts the economic risk of ownership to a third party (e.g., selling the stock short; entering into collars, floors, cap arrangements, or placing the stock on margin; etc.) is not allowed at any time. 2019 Non-Executive Supervisory Director Compensation Each non-executive Supervisory Director serving in 2019 shall receive the same level of cash compensation in 2019 as received by Supervisory Board members in 2018 and described above under “Retainer/Fees" on page 13 of this proxy statement with the exception that the fee for the Lead Director is being increased from $20,000 to $25,000 and the fee for the Chairman of the Nominating, Governance and Corporate Responsibility Committee is being increased from $9,000 to $12,500. In addition, effective on April 1, 2019, we will award each of our non-executive Supervisory Directors serving after the conclusion of the 2019 annual shareholders' meeting, an amount of restricted shares equal to $150,000 based on the closing price