Summary of Executive Officer and Non-employee Director Compensation
Set forth below is a summary of the compensation paid by Dril-Quip, Inc. (the Company) to its executive officers and non-employee directors as of the date of filing of the Companys
Annual Report on Form 10-K. For more information regarding executive officer and director compensation, please read Director Compensation, Executive Compensation, and Corporate Governance MattersRelated Person
TransactionsEmployment Agreements contained in the Companys proxy statement for its 2010 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A.
Each of the Companys Co-Chief Executive Officers (the Co-CEOs) are compensated in accordance with the employment agreements entered into with the Company prior to the closing of the Companys initial public offering.
Those employment agreements were amended in 2008 to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the Code), and were subsequently amended
in 2009 to comply with the requirements of Section 162m of the Code. Except for revisions to certain provisions regarding the timing of payments made under the agreements and the calculation of certain bonus amounts upon termination, the
benefits and terms of the amended employment agreements are substantially similar in all material respects to the benefits and terms of the prior employment agreements.
Each of these agreements provides for an annual base salary, as well as cash incentive compensation in the form of an annual performance bonus for each 12-month period based on (i) the Companys
performance in the 12-month period ending December 31 against the Companys annual budget and (ii) the Companys return on capital compared to that of a peer group of companies for the 12-month period ending September 30. In
addition, each agreement provides for long-term stock-based incentive compensation in the form of an annual grant of options under the Companys incentive plan equal to the employees base salary multiplied by three and divided by the
market price of the Companys Common Stock on the grant date. The employment agreements give the Nominating, Governance and Compensation Committee the discretion to increase the annual performance bonus and the annual option grant above the
amounts determined for such awards pursuant to the terms of the employment agreements. Each agreement also requires the Company to maintain a flexible perquisites spending account in the amount of $25,000 each year for each of the Co-CEOs for use in
paying for membership dues, costs associated with purchasing or leasing an automobile, financial counseling, tax return preparation and mobile phones. The Company is required to pay the unused and remaining balances of such accounts annually to the
Effective December 31, 2009 each Co-CEO currently receives a base salary of $585,000. For additional
information regarding each Co-CEOs annual cash incentive compensation and long-term stock-based incentive compensation, please read the Companys proxy statement for its 2010 Annual Meeting of Stockholders.
The Companys Chief Financial Officer (the CFO) is compensated with a base salary, annual cash incentive compensation and
stock-based incentive compensation as determined by the Co-CEOs. Effective March 10, 2009 the CFO currently receives a base salary of $255,000. For additional information regarding the CFOs annual cash incentive compensation and long-term
stock-based incentive compensation, please read the Companys proxy statement for its 2010 Annual Meeting of Stockholders.
The Companys non-employee directors receive an annual fee of $75,000, plus
a fee of $1,000 for attendance at each Board of Directors meeting and $1,000 for each committee meeting. All directors are reimbursed for their out-of-pocket expenses and other expenses incurred in attending meetings of the Board or its committees
and for other expenses incurred in their capacity as directors.