Deferred share units vest in full on the grant date, but directors can only redeem their deferred share units for cash or shares after they leave the board (on the anniversary of their departure for U.S. directors or within one year of leaving the board for all other directors). Deferred share units can only be transferred when a director dies. We calculate the number of deferred share units to be granted by dividing the dollar value to be received by the closing price of our common shares on the TSX on the last trading day before the grant date. Directors receive additional units as dividend equivalents when dividends are paid on our common shares. Deferred share units are granted to directors under the stock plan for non-employee directors – please see page 91 for more information. Outstanding share-based awards The table below shows the market value of deferred share units that have vested but not paid out as at December 31, 2022. Directors received these deferred share units as part of their compensation. These are valued using the closing price of our common shares on the TSX on December 31, 2022. Market or payout value of Share-based vested share-based awards (as at December 31, 2022) awards held Share price not paid out or distributed Nicole Arnaboldi 31,157 $24.15 $ 752,442 Guy Bainbridge 23,970 $24.15 $ 578,876 Joseph Caron 84,336 $24.15 $2,036,714 John Cassaday 266,642 $24.15 $6,439,404 Susan Dabarno 33,952 $24.15 $ 819,941 Julie Dickson 44,420 $24.15 $1,072,743 Tsun-yan Hsieh 164,168 $24.15 $3,964,657 Vanessa Kanu 4,988 $24.15 $ 120,460 Donald Lindsay 108,672 $24.15 $2,624,429 John Palmer 129,502 $24.15 $3,127,473 James Prieur 149,604 $24.15 $3,612,937 Andrea Rosen 169,932 $24.15 $4,103,858 May Tan 6,287 $24.15 $ 151,831 Leagh Turner 12,279 $24.15 $ 296,538 Director compensation DIRECTOR FEES (US$) Annual retainers Effective 2022 January 1, 2023 Board member $205,000 $ 230,000 Chair of the Board $400,000 $ 425,000 1 Vice Chair of the board (paid in addition to the annual board member retainer and any other retainers that apply) $ 50,000 $ 50,000 Observer to subsidiary board (requested from time to time, may be paid an additional retainer and/or meeting fee at the board’s discretion) Variable Variable Committee chair retainers • Audit committee $ 40,000 $ 40,000 • Management resources and compensation committee $ 40,000 $ 40,000 • Risk committee $ 40,000 $ 40,000 • Corporate governance and nominating committee $ 40,000 $ 40,000 1 Don Lindsay was Vice Chair of the board from November 9, 2022 to February 15, 2023. 36 Manulife Financial Corporation
