ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS FOR CERTAIN OFFICERS.

(d) Effective April 22, 2020, Brian Griffin was appointed to the Board of Directors (the “Board”) of the Company. Mr. Griffin will serve as Chair of the Compensation Committee, and as a member of each of the Audit Committee and the Corporate Governance and Nominating Committee of the Board.

As a non-management director, Mr. Griffin will receive an annual retainer of $25,000 and meeting fees of $1,500 for each meeting attended in person and $750 for each meeting attended by telephone. As Chair of the Compensation Committee, Mr. Griffin will also receive an additional annual retainer of $7,500. Directors are also eligible to receive stock options and share units under the Company’s Amended and Restated 2009 Stock Option Plan and the 2017 Share Unit Plan, as described in the Company’s 2019 Proxy Statement under “Director Compensation.”

There are no arrangements or understandings between Mr. Griffin and the Company or any other person to which Mr. Griffin was appointed as a director of the Company. Mr. Griffin has also entered into the Company’s standard form of indemnification agreement with its directors and officers, to which the Company agrees to indemnify its directors and officers to the fullest extent possible by applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.