EX-10.33



 Exhibit 10.33 

TPI Composites, Inc. 

Non-Employee Director Compensation Policy 

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of TPI Composites, Inc., a Delaware corporation (the
“Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries
(“Outside Directors”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below: 

 

	 	I.	Cash Retainers 

  

	 	(a)	Annual Retainer for Board Membership: $50,000 for general availability and participation in person and telephonic meetings of our Board of Directors. 


 

	 	(b)	Additional Retainers for Committee Membership: 

  

					
	 Audit Committee Chairperson:
	  	$	15,000	  
		
	 Audit Committee member:
	  	$	10,000	  
		
	 Compensation Committee Chairperson:
	  	$	12,500	  
		
	 Compensation Committee member:
	  	$	7,500	  
		
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	10,000	  
		
	 Nominating and Corporate Governance Committee member:
	  	$	5,000	  

  

	 	(c)	Additional Retainers for Chairperson of the Board: $25,000 to acknowledge the additional responsibilities and time commitment of the Chairperson role. 


 

	 	(d)	Additional Retainers for Lead Director the Board (if not Chairperson): $15,000 to acknowledge the additional responsibilities and time commitment of the Lead Director (if not Chairperson) role. 


 

	 	II.	Equity Retainers 

 All grants of equity retainer awards to Outside Directors pursuant to
this Policy will be automatic and nondiscretionary and will be made in accordance with the following provisions: 
 (a) Value. For
purposes of this Policy, “Value” means with respect to (i) any award of stock options the grant date fair value of the option (i.e., Black-Scholes value) determined in accordance with the reasonable assumptions and methodologies
employed by the Company for calculating the fair value of options under Accounting Standards Codification 718 “Compensation-Stock Compensation;” and (ii) any award of Restricted Stock or Restricted Stock Units the product of (A) the fair
market value of one share of the Company’s common stock on the grant date, and (B) the aggregate number of shares pursuant to such award. 







 (b) Revisions. The Compensation Committee in its discretion may change and otherwise
revise the terms of awards to be granted under this Policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any
such change or revision. 
 (c) Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2015 Stock
Option and Incentive Plan), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable. 

(d) Initial Grant. Upon initial election to the Board, each new Outside Director will receive an initial, one-time stock option grant
of common stock of the Company (the “Initial Grant”), with a Value of $200,000, an exercise price equal to the closing price of the Company’s common stock on the date of the grant, and a term of ten years, that vests over four
years (25% after year 1, and 6.25% for each of the next 12 quarters); provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines
that the circumstances warrant continuation of vesting. If any Initial Grant to an Outside Directors is to become effective as of the date of the Company’s initial public offering, the Value shall be determined by reference to the “price
to the public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s initial public offering. This Initial Grant applies to Outside Directors who are first elected to the Board effective as of or
subsequent to the Company’s initial public offering. 
 (e) Annual Grant. On the date of the Company’s Annual Meeting of
Stockholders, each Outside Director who is re-elected to the Board of Directors at the Annual Meeting will receive a grant of restricted stock units on the date of such Annual Meeting (the “Annual Grant”) with a Value of $60,000,
that vests in full on the one-year anniversary of the grant date; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines
that the circumstances warrant continuation of vesting. 
  

	 	III.	Expenses 

 The Company will reimburse all reasonable out-of-pocket expenses incurred by Outside
Directors in attending meetings of the Board or any Committee thereof. 
 APPROVED: May 19, 2016