Arthur H. Baer, Chair
The following provides certain information regarding our executive officers. Each individual’sindividual's name and position with the Company is indicated. In addition, the principal occupation and business experience for the past five years is provided for each officer and, unless otherwise stated, each person has held the position indicated for at least the past five years.
Arthur S. Wolcott, age 8890 − Mr. Wolcott has served as the Chairman of the Board of the Company since 1949.
Kraig H. Kayser, age 5355 − Mr. Kayser is the President and Chief Executive Officer of the Company and has served in that capacity since 1993. From 1991-1993 he served as the Company’sCompany's Chief Financial Officer.
Paul L. Palmby, age 5153 − Mr. Palmby has been Executive Vice President and Chief Operating Officer of the Company since 2006. Prior to that, he served as President of the Vegetable Division of the Company from 2005 to 2006 and Vice President of Operations of the Company from 1999-2004. Mr. Palmby joined the Company in March 1987.
Timothy J. Benjamin, age 5557 − Mr. Benjamin has served as the Company’sCompany's Senior Vice President, Chief Financial Officer and Treasurer since June 2012. Prior to that he served as Corporate Treasurer at North American Breweries in Rochester, New York, since 2011 and was Director of Treasury and Tax Operations at IEC Electronics Corporation in 2010. Prior to that Mr. Benjamin was with Birds Eye Foods, Inc. for 15 years in increasingly responsible financial positions, reaching the position of Vice President and Treasurer in 2008.
Carl A. Cichetti, age 5658 − Mr. Cichetti has served as Senior Vice President Technology and Planning since 2009 and Chief Information Officer of the Company since 2006. He was a Senior Consultant of Navint (Technology Consulting) from 2004-2005 and Senior Vice President of Technology of Citigroup from 2001-2004.
Dean E. Erstad, age 5153 − Mr. Erstad has been Senior Vice President of Sales and Marketing of the Company since 2001 and Vice President of Private Label Sales during 2000.
John D. Exner, age 5153 − Mr. Exner has been General Counsel of the Company since 2006 and Assistant Secretary since 2007. He was Legal Counsel/Vice President from 1991-2002 and Legal Counsel/President from 2002 to 2005 of Midwest Food Processors Association, Inc.
Cynthia L. Fohrd, age 5153 − Ms. Fohrd has been Senior Vice President and Chief Administrative Officer of the Company since 2007. Ms. Fohrd has held various positions since joining the Company in 1988 including Financial Analyst, Internal Auditor, Risk Management and Vice President of Human Resources.
Aaron M. Girard, age 45 – Mr. Girard has been Senior Vice President of Logistics since 2010.
Matt J. Henschler, age 45 – Mr. Henschler has been Senior Vice President of Technical Services and Development since 2016 and Vice President of Technical Services and Development since 2005.
Jeffrey L. Van Riper, age 5759 − Mr. Van Riper has been Vice President since 2008 and Corporate Controller, Principal Accounting Officer and Secretary of the Company since 1986. He joined the Company as Accounting Manager in 1978.
Sarah S. Mortensen, age 6971 − Ms. Mortensen has been Assistant Secretary since 1986. She joined the Company as Administrative Assistant in 1968.
Compensation Discussion and Analysis
Overview
This section discusses our policies and practices relating to executive compensation and presents a review and analysis of the compensation earned during the fiscal year ended March 31, 20142016 by our Chief Executive Officer, or CEO, our Chief Financial Officer, or CFO, and our three other most-highly compensated executive officers, to whom we refer collectively in this proxy statement as the “named"named executive officers.”" The amounts of compensation earned by these executives are detailed in the Fiscal Year 20142016 Summary Compensation Table and the other tables which follow it. The purpose of this section is to provide you with more information about the types of compensation earned by the named executive officers and the philosophy and objectives of our executive compensation programs and practices.
Authority of the Compensation Committee; Role of Executive Officers
The Compensation Committee of the Board of Directors (the “Committee”"Committee") consists of Messrs. Paulson and Gaylord and Dr. Henry. Mr. Paulson, who has served on the Board of Directors since 2004, is the Committee Chairman. Each member of the Committee qualifies as an independent director under NASDAQ Global Market listing standards. The Committee operates under a written charter adopted by the Board. A copy of the charter is available at www.senecafoods.com under “Corporate"Corporate Governance.”" The Committee meets as often as necessary to perform its duties and responsibilities. The Committee held two meetings during fiscal year 20142016 and has held one meeting so far during fiscal year 2015.2017. The Committee also regularly meets in executive session without management. The Committee has never engaged a compensation consultant to assist it in developing compensation programs.
The Committee is authorized by our Board of Directors to oversee our compensation and employee benefit practices and plans generally, including our executive compensation, incentive compensation and equity-based plans. The Committee may delegate appropriate responsibilities associated with our benefit and compensation plans to members of management. The Committee has delegated certain responsibilities with regard to our Pension Plan and 401(k) Plan to an investment committee consisting of members of management. The Committee also has delegated authority to our President and CEO to designate those employees who will participate in our Executive Profit Sharing Bonus Plan; provided, however, that the Committee is required to approve participation in such plan by any of our executive officers.
The Committee approves the compensation of our CEO. Our CEO develops and submits to the Committee his recommendation for the compensation of each of the other executive officers in connection with annual merit reviews of their performance. The Committee reviews and discusses the recommendations made by our CEO and approves the compensation for each named executive officer for the coming year. No corporate officer, including our CEO, is present when the Committee determines that officer’sofficer's compensation. In addition, our Chief Financial Officer and other members of our finance staff assist the Committee with establishing performance target levels for our Executive Profit Sharing Bonus Plan, as well as with the calculation of actual financial performance and comparison to the performance targets, each of which actions requires the Committee’sCommittee's approval.
Philosophy and Objectives
Our philosophy for the compensation of all of our employees, including the named executive officers, is to value the contribution of our employees and share profits through broad-based incentive arrangements designed to reward performance and motivate collective achievement of strategic objectives that will contribute to our Company’sCompany's success. The primary objectives of the compensation programs for our named executive officers are to:
· | attract and retain highly-qualified executives, |
· | motivate our executives to achieve our business objectives, |
· | reward our executives appropriately for their individual and collective contributions, and |
· | align our executives’executives' interests with the long-term interests of our shareholders. |
Our compensation principles are designed to complement and support the Company’sCompany's business strategy. The canned fruit and vegetable business is highly competitive, and the principal customers are major food chains and food distributors with strong negotiating power as to price and other terms. Consequently, our success depends on an efficient cost structure (as well as quality products) which enables us to provide favorable prices to the customers and acceptable margins for the Company.
However, an important purpose of our compensation policies is to enable the Company to retain highly valued employees. Our senior management monitors middle and senior management attrition and endeavors to be sufficiently competitive as to salary levels so as to attract and retain highly valued managers. Consequently, the Company has been flexible in awarding compensation, and expects to remain so, to facilitate attracting and retaining quality management personnel.
Consideration of Most Recent Say on Pay Vote
At the Annual Meeting of Shareholders on August 4, 2011, the shareholders expressed a preference that advisory votes on executive compensation occur every three years. Consistent with this preference, the Board of Directors determined to implement an advisory vote on executive compensation every three years, untilsince there was an advisor vote on executive compensation at the August 7, 2014 annual meeting, the next required vote on the frequency of shareholder votes on the compensation of executives which will occur not later than the 2017 annual meeting.
At the Annual Meeting of Shareholders on August 4, 2011,7, 2014, over 99%92% of the shares voted were voted in support of the compensation of the Company’sCompany's Named Executive Officers, as discussed and disclosed in the 20112014 proxy statement. As a result, the Compensation Committee concluded that the compensation paid to executive officers and the Company’sCompany's overall pay practices have strong shareholder support and no significant changes have been made since that time.
Elements of Executive Compensation for Fiscal Year 20142016
Base Salary. The base salary of each of our named executive officers is reviewed by the Committee at the beginning of each fiscal year as part of the overall annual review of executive compensation. During the review of base salaries, the Committee considers the executive’sexecutive's qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the individual, his or her past performance and competitive salary practices both internally and externally. In addition to the annual reviews, the base salary of a particular executive may be adjusted during the course of a fiscal year, for example, in connection with a promotion or other material change in the executive’sexecutive's role or responsibilities. During fiscal year 2014,2016, each of the named executive officers exceptincluding the Chairman, CEO, CFO and COO, received a 3%1.5% cost-of-living increase to his base salary in May 2013. The Chairman and the CEO each received a 9.1% increase in base salary while the COO received a 5.4% increase in base salary in May 2013. The increases for the Chairman, CEO and COO took into account the changes to the federal tax code in 2013 and result in an approximate 3% cost of living increase to each officer on a take home pay basis.2015. The base salary of each of our named executive officers is set forth in the Summary Compensation Table.
As a general rule, base salaries for the named executive officers are set at a level which will allow us to attract and retain highly-qualified executives. Many of our competitors are family-owned businesses operating in rural areas, where compensation rates and salary expectations are below the urban levels. However, most of our executive officers also live and work in rural locations, inasmuch as the Company believes that its facilities (some of which include executive offices) should be located in the agricultural areas that produce the crops processed by the Company. Although the compensation level of our executive officers is generally in the upper end of executive compensation in these localities, they are below the compensation levels for comparable positions in most public companies with sales comparable to those of the Company.
Executive Profit Sharing Bonus Plan. The Executive Profit Sharing Bonus Plan is generally available to officers and certain key corporate employees. An annual incentive bonus is payable based upon the Company’sCompany's performance, and aligns the interests of executives and employees with those of our shareholders. The Executive Profit Sharing Bonus Plan links performance incentives for management and key employees to increases in shareholder value and promotes a culture of high performance and ownership in which members of management are rewarded for achieving operating efficiencies, reducing costs and improving profitability.
The Executive Profit Sharing Bonus Plan became effective April 1, 2006. Under the Plan, annual incentive bonuses are paid based on achieving the performance criteria set for the Company. The bonuses for officers and certain key corporate employees are distributed at the sole discretion of our CEO upon approval of such bonuses by the Committee. The Executive Profit Sharing Bonus Plan was amended on May 29, 2008 to reflect the Company’sCompany's decision to adopt LIFO (Last-In, First-Out) inventory accounting, and payments under the Plan shall be made as if the Company had remained on a FIFO (First-In, First-Out) inventory accounting basis. The Executive Profit Sharing Bonus Plan was amended in January 2010 to allow participants to elect a portion of the bonus to be paid in company stock in lieu of cash payment, upon approval of the Committee.
The performance criteria established under the Executive Profit Sharing Bonus Plan requires the Company’sCompany's pre-tax profits for a fiscal year to equal or exceed a specific bonus target plus the aggregate bonus amounts calculated under the Executive Profit Sharing Bonus Plan. Each bonus target under the Executive Profit Sharing Bonus Plan is expressed as a percentage of the consolidated net worth of the Company as stated in the annual report for the prior fiscal year. Additionally, each bonus target corresponds to a potential bonus payment calculated as a percentage of the employee’semployee's base salary earned during the fiscal year. The following table sets forth the bonus targets and potential bonus payments established under the Executive Profit Sharing Bonus Plan for fiscal year 2014.2016.
Bonus Target | Potential Bonus Payment (Percent of Base Salary) |
7.5% | 10% |
10% | 15% |
12.5% | 20% |
15% | 25% |
20% | 50% |
For fiscal year 2014,2016, the Company’sCompany's pre-tax profits on a FIFO basis meetmet the 7.5% bonus target and therefore a 10% bonus was accrued orand paid.
Equity Based Incentive Awards. On August 10, 2007, the shareholders approved the 2007 Equity Incentive Plan to align the interests of management and shareholders through the use of stock-based incentives that result in increased stock ownership by management. Executive management’smanagement's view of the Plan is that it is important to allow us to continue to attract and retain key talent and to motivate executive and other key employees to achieve the Company’sCompany's goals. The Company granted 3,017did not grant any shares of restricted stock awards under the Plan to key employees in fiscal year 2014.2016. Provided that the participant remains employed by the Company, these shares of restricted stock will vest equally over a four-year period. The Compensation Committee did not consider making any awards to Messrs. Wolcott and Kayser under the Plan, inasmuch as the Wolcott and Kayser families own substantial stockholdings in the Company. Messrs. Wolcott and Kayser concurred in that judgment.
Retirement Programs. Our executive officers are entitled to participate in the Company’sCompany's Pension Plan, which is for the benefit of all employees meeting certain eligibility requirements. Effective August 1, 1989, the Company amended the Pension Plan to provide improved pension benefits under an excess formula. The excess formula for the calculation of the annual retirement benefit is: total years of credited service (not to exceed 35) multiplied by the sum of (i) 0.6% of the participant’sparticipant's average salary (five highest consecutive years, excluding bonus), and (ii) 0.6% of the participant’sparticipant's average salary in excess of his or her compensation covered by Social Security.
Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989. The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit. The maximum permitted annual retirement income under either formula is $170,000.$210,000. See “Pension Benefits”"Pension Benefits" below for further information regarding the number of years of service credited to each of the named executive officers and the actuarial present value of his accumulated benefit under the Pension Plan.
We also have a 401(k) Plan pursuant to which the Company makes matching and discretionary contributions for eligible employees. The Company matching contributions to the named executive officers’officers' 401(k) Plan accounts are included in the Summary Compensation Table under the heading “Other"Other Compensation.”"
Other Compensation. The Company also provides health insurance, term life insurance, and short-term disability benefits that do not discriminate in scope, terms or operation in favor of our executive officers and are therefore not included in the Summary Compensation Table for the named executive officers.
Other Compensation Policies
Internal Pay Equity. The Committee believes that internal pay equity is an important factor to be considered in establishing compensation for our officers. The Committee has not established a policy regarding the ratio of total compensation of our CEO to that of the other officers, but it does review compensation levels to ensure that appropriate equity exists. The Committee intends to continue to review internal pay equity and may adopt a formal policy in the future if it deems such a policy to be appropriate.
Compensation Deductibility Policy. Under Section 162(m) of the Internal Revenue Code of 1986, as amended, the Company may not receive a federal income tax deduction for compensation paid to the CEO or any of the four other most highly compensated executive officers to the extent that any of the persons receive more than $1,000,000 in compensation in any one year. However, if the Company pays compensation that is “performance-based”"performance-based" under Section 162(m), the Company can receive a federal income tax deduction for the compensation paid even if such compensation exceeds $1,000,000 in a single year. None of our executive officers received more than $1,000,000 in compensation during fiscal year 20142016 or any prior year, so Section 162(m) has not been applicable to the Company. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy that all compensation must be deductible on the Company’sCompany's federal income tax returns.
No Stock Options. The Company has never awarded stock options to any officer or employee, and it does not presently contemplate initiating any plan or practice to award stock options.
Timing of Grants. The Committee anticipates that stock awards to the Company’sCompany's officers under the 2007 Equity Incentive Plan will typically be granted annually in conjunction with the review of the individual performance of each officer. This review will take place at a regularly scheduled meeting of the Compensation Committee.
Fiscal 20152017 Compensation Program
During fiscal year 2015,2017, each of the named executive officers, received a 2.5-3.0%3.0% cost-of-living increase to his base salary in May 2014.2016. No other changes were made to the Company's compensation program for fiscal 20152017 as of the date of the proxy statement.
Report of the Compensation Committee
The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent the Company specifically incorporates this Report by reference therein.
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’sCompany's Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2014.
2016.
THE COMPENSATION COMMITTEE
Thomas Paulson, Chair
Susan A. Henry
John P. Gaylord
| | Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | The following table summarizes, for the fiscal years ended March 31, 2016, 2015 and 2014, the amount of compensation earned by the named executive officers. | |
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Name and Principal Position | Year | | Salary | | | | | | Stock Awards (1) | | | Non-Equity Incentive Plan Compensation | | All Other Compensation (2) | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Arthur S. Wolcott | 2016 | | $ | 591,227 | | | | | | $ | - | | | | | | $ | 59,196 | | | | $ | - | | | | $ | 650,423 | |
| | Chairman of the Board | 2015 | | | 581,792 | | | | | | $ | - | | | | | | $ | - | | | | | - | | | | | 581,792 | |
| | | 2014 | | | 562,552 | | | | | | | - | | | | | | | 56,622 | | | | | - | | | | | 619,174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Kraig H. Kayser | 2016 | | $ | 591,115 | | | | | | $ | - | | | | | | $ | 59,196 | | | | $ | 330,318 | | | | $ | 980,629 | |
| | President and Chief Executive Officer | 2015 | | | 581,575 | | | | | | $ | - | | | | | | | - | | | | | 5,200 | | | | | 586,775 | |
| | | 2014 | | | 562,668 | | | | | | | - | | | | | | | 56,622 | | | | | 5,100 | | | | | 624,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Timothy J. Benjamin | 2016 | | $ | 220,434 | | | | | | $ | - | | | | | | $ | 22,075 | | | | $ | 4,561 | | | | $ | 247,070 | |
| | Chief Financial Officer | 2015 | | | 216,876 | | | | | | | 12,500 | | | | | | | - | | | | | 5,088 | | | | | 234,464 | |
| | | 2014 | | | 210,927 | | | | | | | 12,500 | | | | | | | 21,115 | | | | | 2,927 | | | | | 247,469 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Paul L. Palmby | 2016 | | $ | 351,264 | | | | | | $ | - | | | | | | $ | 35,176 | | | | $ | 5,792 | | | | $ | 392,232 | |
| | Chief Operating Officer | 2015 | | | 345,594 | | | | | | | 50,000 | | | | | | | - | | | | | 5,690 | | | | | 401,284 | |
| | | 2014 | | | 336,471 | | | | | | | 50,000 | | | | | | | 33,647 | | | | | 5,595 | | | | | 425,713 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Dean E. Erstad | 2016 | | $ | 237,932 | | | | | | $ | - | | | | | | $ | 23,827 | | | | $ | 5,415 | | | | $ | 267,174 | |
| | Senior Vice President, Sales | 2015 | | | 234,200 | | | | | | | - | | | | | | | - | | | | | 5,601 | | | | | 239,801 | |
| | and Marketing | 2014 | | | 228,511 | | | | | | | - | | | | | | | 22,902 | | | | | 5,595 | | | | | 257,008 | |
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| Summary Compensation Table | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| The following table summarizes, for the fiscal years ended March 31, 2014, 2013 and 2012, the amount of compensation earned by the named executive officers. | |
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Name and Principal Position | Year | Salary | | Stock Awards (1) | | Non-Equity Incentive Plan Compensation | | All Other Compensation (2) | | Total | |
| | | | | | | | | | | | | | | | | |
| Arthur S. Wolcott | 2014 | | $ | 562,552 | | | $ | - | | | $ | 56,622 | | | $ | - | | | $ | 619,174 | |
| Chairman of the Board | 2013 | | | 517,933 | | | | - | | | | 103,839 | | | | - | | | | 621,772 | |
| | 2012 | | | 502,848 | | | | - | | | | 126,018 | | | | - | | | | 628,866 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Kraig H. Kayser | 2014 | | $ | 562,668 | | | $ | - | | | $ | 56,622 | | | $ | 5,100 | | | $ | 624,390 | |
| President and Chief Executive Officer | 2013 | | | 518,030 | | | | - | | | | 103,839 | | | | 5,000 | | | | 626,869 | |
| | 2012 | | | 502,942 | | | | - | | | | 126,018 | | | | 4,900 | | | | 633,860 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Timothy J. Benjamin | 2014 | | $ | 210,927 | | | $ | 12,500 | | | $ | 21,115 | | | $ | 2,927 | | | $ | 247,469 | |
| Chief Financial Officer (3) | 2013 | | | 165,577 | | | | 12,500 | | | | 34,167 | | | | - | | | | 212,244 | |
| | 2012 | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
| Paul L. Palmby | 2014 | | $ | 336,471 | | | $ | 50,000 | | | $ | 33,647 | | | $ | 5,595 | | | $ | 425,713 | |
| Chief Operating Officer | 2013 | | | 318,367 | | | | 50,000 | | | | 63,816 | | | | 3,184 | | | | 435,367 | |
| | 2012 | | | 309,094 | | | | 50,000 | | | | 77,447 | | | | 3,638 | | | | 440,179 | |
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| Dean E. Erstad | 2014 | | $ | 228,511 | | | $ | - | | | $ | 22,902 | | | $ | 5,595 | | | $ | 257,008 | |
| Senior Vice President, Sales | 2013 | | | 221,855 | | | | - | | | | 44,471 | | | | 5,000 | | | | 271,326 | |
| and Marketing | 2012 | | | 215,393 | | | | - | | | | 53,969 | | | | 3,638 | | | | 273,000 | |
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| _______________ | | | | | | | | | | | | | | | | | | | | | |
(1) | Represents the total grant date fair value of stock awards on the date of the award. The fair values of these awards were based on the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Market on the date of grant. | |
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(2) | Company’s matching contribution to its 401(k) Plan for each named executive officer and the amount of premium paid by the Company for group term life insurance on the named executive officer’s life. The value of perquisites and other personal benefits are not shown in the table because the aggregate amount of such compensation, if any, is less than $10,000 for each named executive officer. | |
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(3) | Mr. Benjamin was appointed Chief Financial Officer on June 11, 2012. | |
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| Grants of Plan-Based Awards in Fiscal Year 2014 | | | | |
| | | | | | | |
| | | | | | All Other Stock Awards: Number of Shares of Stock | |
| | | | | | Grant Date Fair Value of Stock Awards |
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) |
| | |
| Name | Grant Date | Threshold | Target | Maximum | | |
| | | | | | | |
| Arthur S. Wolcott | April 1, 2013 | $56,230 | $56,230 | $281,151 | | |
| Chairman of the Board | | | | | | |
| | | | | | | |
| Kraig H. Kayser | April 1, 2013 | $56,230 | $56,230 | $281,151 | | |
| President and Chief Executive | | | | | | |
| Officer | | | | | | |
| | | | | | | |
| Timothy J. Benjamin | April 1, 2013 | $21,064 | $21,064 | $105,319 | | |
| Chief Financial Officer | August 10, 2013 | | | | 377 | $12,500 |
| | | | | | | |
| Paul L. Palmby | April 1, 2013 | $33,502 | $33,502 | $167,511 | | |
| Chief Operating Officer | August 10, 2013 | | | | 1,509 | $50,000 |
| | | | | | | |
| Dean E. Erstad | April 1, 2013 | $22,847 | $22,847 | $114,234 | | |
| Senior Vice President, Sales | | | | | | |
| and Marketing | | | | | | |
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(1) | Represents the possible payouts under the Company’s Executive Profit Sharing Bonus Plan discussed in further detail on page 13. For fiscal year 2014, the Company’s pre-tax profits on a FIFO basis exceeded 7.5% of the Company's consolidated net worth at the end of the prior fiscal year. The actual amount earned by each named executive officer in fiscal 2014 is reported under the Non-Equity Incentive Plan Compensation shown is the Summary Compensation Table. |
| Outstanding Equity Awards at 2014 Fiscal Year-End |
_______________ | | | | | | | | | |
| (1 | Stock Awards) | Represents the total grant date fair value of stock awards on the date of the award. The fair values of these awards were based on the closing price of the Company's Class A common stock as reported on the Nasdaq Global Market on the date of grant. |
| | Number of Shares of Restricted Stock That Have Not Vested | Market Value of Shares of Restricted Stock That Have Not Vested (1) |
| Name | (#) | ($) |
| | | | | |
| Arthur S. Wolcott(2 | --) | --In 2016 for Mr. Kayser, this includes $325,018 for reimbursement of relocation expenses. Of this other compensation, $308,000 was reimbursed to Mr. Kayser for the equity loss suffered on the sale of his primary residence acquired in 2006 as part of a prior relocation from New York State. Company's matching contribution to its 401(k) Plan for each named executive officer and the amount of premium paid by the Company for group term life insurance on the named executive officer's life. The value of perquisites and other personal benefits are not shown in the table because the aggregate amount of such compensation, if any, is less than $10,000 for each named executive officer. |
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Grants of Plan-Based Awards in Fiscal Year 2016 | | | | | | | |
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| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | |
| | |
Name | | Grant Date | Threshold | | Target | | | Maximum | |
| | | | | | | | | |
Arthur S. Wolcott | April 1, 2015 | | $ | 59,196 | | | $ | 59,196 | | | $ | 295,978 | |
Chairman of the Board | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Kraig H. Kayser | April 1, 2015 | | $ | 59,196 | | | $ | 59,196 | | | $ | 295,978 | |
President and Chief Executive | | | | | | | | | | | | | |
Officer | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Timothy J. Benjamin | April 1, 2015 | | $ | 22,075 | | | $ | 22,075 | | | $ | 110,374 | |
Chief Financial Officer | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Paul L. Palmby | April 1, 2015 | | $ | 35,176 | | | $ | 35,176 | | | $ | 175,882 | |
Chief Operating Officer | | | | | | | | | | | | | |
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Dean E. Erstad | April 1, 2015 | | $ | 23,827 | | | $ | 23,827 | | | $ | 119,136 | |
Senior Vice President, Sales | | | | | | | | | | | | | |
and Marketing | | | | | | | | | | | | | |
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| |
(1) | ChairmanRepresents the possible payouts under the Company's Executive Profit Sharing Bonus Plan discussed in further detail on page 13. For fiscal year 2016, the Company's pre-tax profits on a FIFO basis exceeded 7.5% of the BoardCompany's consolidated net worth at the end of the prior fiscal year. The actual amount earned by each named executive officer in fiscal 2016 is reported under the Non-Equity Incentive Plan Compensation shown is the Summary Compensation Table. |
Outstanding Equity Awards at 2016 Fiscal Year-End | | |
| | | | | | |
| | Stock Awards | |
| | Number of Shares of Restricted Stock That Have Not Vested | | | Market Value of Shares of Restricted Stock That Have Not Vested (1) | |
Name | | | (# | ) | | ($) | |
| | | | | | | |
Arthur S. Wolcott | | | -- | | | | -- | |
Chairman of the Board | | | | | | | | |
| | | | | | | | |
Kraig H. Kayser | | | -- | | | | -- | |
President and Chief Executive Officer | | | | | | | | |
| | | | | | | | |
Timothy J. Benjamin | | | 628 | (2) | | $ | 21,817 | |
Chief Financial Officer | | | | | | | | |
| | | | | | | | |
Paul L. Palmby | | | 2,509 | (3) | | $ | 87,163 | |
Chief Operating Officer | | | | | | | | |
| | | | | | | | |
Dean E. Erstad | | | -- | | | | -- | |
Senior Vice President, Sales | | | | | | | | |
and Marketing | | | | | | | | |
| | | | | | | | |
_______________ | | |
| (1 | | |
| Kraig H. Kayser | -- | -- |
| President and Chief Executive Officer | | |
| | | |
| Timothy J. Benjamin | 746 (2) | $23,484 |
| Chief Financial Officer | | |
| | | |
| Paul L. Palmby | 4,672 (3) | $147,075 |
| Chief Operating Officer | | |
| | | |
| Dean E. Erstad | -- | -- |
| Senior Vice President, Sales | | |
| and Marketing | | |
| | | |
| _______________ | | |
(1)) | Determined based on the closing price of the Company’sCompany's Class A Common Stock ($31.48)34.74) on March 31, 2014.2016. |
(2) | (2 | ) | Mr. Benjamin’sBenjamin's restricted stock holdings as of March 31, 20142016 vest as follows, provided that he remains employed by the Company on such dates: 217322 shares on August 10, 2014; 2172016; 200 shares on August 10, 2015, 2172017 and 106 shares on August 10, 2016 and 95 shares on August 10, 2017.2018. |
(3) | (3 | ) | Mr. Palmby’sPalmby's restricted stock holdings as of March 31, 20142016 vest as follows, provided that he remains employed by the Company on such dates: 1,9481,291 shares on August 10, 2014; 1,4762016; 799 shares on August 10, 2015; 8702017 and 419 shares on August 10, 2016 and 378 shares on August 10, 2017.2018. |
Option Exercises and Stock Vested in Fiscal 2014 | | |
Option Exercises and Stock Vested in Fiscal 2016 | | Option Exercises and Stock Vested in Fiscal 2016 | | | | |
| | | | | | | | |
| Stock Awards | | Stock Awards | |
| Number of Shares Acquired on Vesting | Value Realized on Vesting | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting | |
Name | (#) | ($) | | | (# | ) | | ($) | |
| | | | | | | | | |
Arthur S. Wolcott | -- | -- | | | -- | | | | -- | |
Chairman of the Board | | | | | | | | | | |
| | | | | | | | | | |
Kraig H. Kayser | -- | -- | | | -- | | | | -- | |
President and Chief Executive | | | | | | | | | | |
Officer | | | | | | | | | | |
| | | | | | | | | | |
Timothy J. Benjamin | 123 | $4,075 | | | 322 | | | $ | 9,811 | |
Chief Financial Officer | | | | | | | | | | |
| | | | | | | | | | |
Paul L. Palmby | 2,039 | $67,552 | | | 1,897 | | | $ | 57,802 | |
Chief Operating Officer | | | | | | | | | | |
| | | | | | | | | | |
Dean E. Erstad | -- | -- | | | -- | | | | -- | |
Senior Vice President, Sales | | | | | | | | | | |
and Marketing | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
The Company’sCompany's Pension Plan is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain employees, including the named executive officers. Effective August 1, 1989, the Company amended the Pension Plan to provide improved pension benefits under an excess formula. The excess formula for the calculation of the annual retirement benefit is: total years of credited service (not to exceed 35) multiplied by the sum of (i) 0.6% of the participant’sparticipant's average salary (five highest consecutive years, excluding bonus), and (ii) 0.6% of the participant’sparticipant's average salary in excess of his compensation covered by Social Security. The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2014,2016, the annual limitation is $260,000.
$265,000.
Participants who were employed by the Company prior to August 1, 1988, are eligible to receive the greater of their benefit determined under the excess formula or their benefit determined under the offset formula as of July 31, 1989. The offset formula is: (i) total years of credited service multiplied by $120, plus (ii) average salary multiplied by 25%, less 74% of the primary Social Security benefit. The maximum permitted annual retirement income under either formula is $170,000.
$210,000.
The following table shows the present value of accumulated benefits payable to each of our named executive officers under our Pension Plan.
Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | Number of Years Credited Service (#) | | | Present Value of Accumulated Benefit as of 3/31/16 (1) ($) | | | Present Value of Accumulated Benefit as of 3/31/15 (1) ($) | | | Payments During Last Fiscal Year ($) | |
Arthur S. Wolcott | 65 | $670,205 | $98,370 | | | 67 | | | $ | 661,216 | | | $ | 728,446 | | | $ | 98,370 | |
Kraig H. Kayser | 23 | 420,636 | -- | | | 25 | | | | 551,384 | | | | 525,464 | | | | -- | |
Paul L. Palmby | 27 | 427,944 | -- | | | 28 | | | | 552,576 | | | | 532,615 | | | | -- | |
Dean E. Erstad | 18 | 242,340 | -- | | | 20 | | | | 340,375 | | | | 318,981 | | | | -- | |
Timothy J. Benjamin | 1 | 8,420 | -- | | | 3 | | | | 49,293 | | | | 29,471 | | | | -- | |
_______________
(1) | Please see Note 9, “Retirement8, "Retirement Plans,”" in the Notes to Consolidated Financial Statements included in our Annual Report to Shareholders for the year ended March 31, 20142016 for the assumptions used in calculating the present value of the accumulated benefit. Pension Plan service credit and actuarial values are calculated as of March 31, 2014,2016, which is the pension plan measurement date that we use for financial statement reporting purposes. |