No fee required.
April 8, 2016
During
Stockholders
March 19, 2019
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March 19, 2019.
You
items at the Annual Meeting:
567-9580 or by email at investorrelations@jernigancapital.com.
restricted stock?
quorum for the transaction of business by the holders of common stock.
We and some brokers household proxy materials, delivering one copy of proxy materials to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. If you are a registered holder who participates in householding, householding will continue until you are notified otherwise or until you notify us to discontinue householding. If you are a registered holder who participates in householding and wish to receive a separate Notice of Internet Availability or set of proxy materials for the Annual Meeting, please contact Broadridge Financial Solutions, Inc. by calling 1-800-542-1061 or by writing to Broadridge Financial Solutions, Inc., Attn. Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Registered stockholders who share the same address and who wish to receive a single copy of proxy materials per household in the future may contact American Stock Transfer & Trust Co. by calling 1-800-937-5449. Beneficial owners should contact their broker or other nominee to request information about householding.
common stockholders.
Directors.
Samuel J. Jenkins,Directors.
Directors.
Chief Financial Officer chief financial officer and Chief Operating Officerchief operating officer of Equity Inns from 1994 to 2004. Prior to his tenure at Equity Inns, Mr. Silver spent 13 years in the auditing field with both Ernst & Young LLP and PricewaterhouseCoopers LLP. Mr. Silver served as a member of the board of directors of EDR, a publicly listed collegiate housing REIT from 2012 through the sale of the company in 2018, where he served as lead independent director. Mr. Silver currently serves as a member of the board of directors of Education Realty Trust, Inc. (NYSE:EDR)Cole Office & Industrial REIT (CCIT III), an office and industrial REIT that is a publicly listed collegiate housingregistered, non-traded REIT a positionsince July 2016, where he has held since 2012. From January 2014 untilserves as the sale of the company in January 2016, heAudit Committee Chairman. Mr. Silver served as a member of the board of directors of Landmark Apartment Trust of America, Inc., a multifamily real estate company that was a publicly registered, non-traded REIT.REIT until 2016. From its inception in 2004 through the sale of the company in 2012, Mr. Silver was a member of the board of directors of Great Wolf Resorts, Inc., (NASDAQ:WOLF), a publicly listed family entertainment resort company. He also served as a member of the board of directors of CapLease, Inc., (NYSE:LSE), a publicly listed net lease REIT, from its inception in 2004 through the sale of the company in November 2013. Mr. Silver graduated cum laude from the University of Memphis with a B.B.A. in Accounting and was designated as a Certified Public Accountant in 1980. We believe Mr. Silver’s expertise in the REIT industry, experience as a chief financial officer and chief executive officer of a NYSE-listed REIT, financial acumen and accounting background are a significant value to our boardBoard of directors.
Directors.
Memphis, Tennessee 38119. Our Board of Directors may, from time-to-time, form other committees as circumstances warrant. Such committees will have authority and responsibility as delegated by our Board of Directors.
| Committee Functions | | ||
Audit Committee Current Howard A. Silver (Chairman) Mark O. Decker Dr. Harry J. Thie Number of meetings held in 2018: Four *Mr. Churchey and Ms. Owen joined the Audit Committee in February 2019. | | | • Appoints, determines the compensation of, | |
• Pre-approves all auditing services and permitted non-audit services, including the fees and terms thereof, to be performed by the independent registered public accounting firm; | ||||
• Reviews and discusses with management and the independent registered public accounting firm the annual audited and quarterly unaudited financial statements and our disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports on Form 10-Q and Form 10-K; • Discusses with management all earnings press releases and financial information and earnings guidance provided to securities analysts and rating agencies; | |
Committee/Current Members | | | Committee Functions | |
| | | • Reviews and discusses with management and the independent registered public accounting firm the adequacy and effectiveness of our systems of internal accounting and financial controls; | |
• Establishes, reviews and reassesses periodically procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; | ||||
• Reviews with management and the independent registered public accounting firm our compliance with the requirements for qualification as a real estate investment trust | ||||
(“REIT”); • Issues a report annually as required by the SEC’s proxy solicitation rules; • Reviews, with input from our Manager, risk assessment and risk management issues; and • Meets separately, and periodically, with management, the Company’s internal auditors (or other personnel responsible for the internal audit function) and the Company’s independent registered accounting firm. | | |||
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Committee Current Members: Dr. Harry J. Thie (Chairman) Randall L. Churchey Mark O. Decker James D. Dondero Rebecca Owen Howard A. Silver Number of meetings held in 2018: Five | | | • Assists the Board of Directors by identifying individuals qualified to become members of the Board of Directors (consistent with criteria approved by the Board of Directors) and recommends for selection by the Board of Directors the director nominees to stand for election at the next annual meeting of the Company’s stockholders; • Recommends to the Board of Directors director nominees for each committee of the Board of Directors; • Oversees the annual evaluation of the Board of Directors and the committees of the Board of Directors; • Develops and recommends to the Board of Directors a set of corporate governance guidelines applicable to the Company; and • Reviews periodically and reassesses the adequacy of the corporate governance guidelines and recommends to the Board of Directors such other matters of corporate governance as the Committee deems appropriate. | |
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Compensation Committee Current Members: Mark O. Decker (Chairman) | | | • Discharges the Board of Directors’ responsibilities relating to the compensation of the Company’s executive officers and directors; | |
Committee/Current Members | | | Committee Functions | |
Randall L. Churchey James D. Dondero Rebecca Owen Howard A. Silver Dr. Harry J. Thie Number of meetings held in | |
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| • Evaluates the performance of and oversees the compensation payable to | |||
• Makes recommendations to the Board of Directors with respect to salaries, incentive and equity-based compensation of all executive officers (except with respect to such compensation of executive officers that is paid by the Manager and not reimbursed by the Company); • Administers and implements the Company’s incentive and equity-based compensation plans, including, without limitation, the Company’s Amended and Restated 2015 Equity Incentive Plan; | ||||
and • Prepares reports on or relating to executive compensation required by the rules and regulations of the | |
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Notwithstanding the foregoing, if we are legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected (for example, pursuant to rights contained in the Series A Articles Supplementary for the holders of the Series A Preferred Stock, voting as a single class, to nominate and elect one director to serve on our Board of Directors), then the nomination or election of such directors shall be governed by such requirements.
The Company also will consider recommendations submitted by stockholders for director candidates. Recommendations should be directed to the Corporate Secretary.
and outside advisors, information regarding our strategy and key areas of the company including operations, finance, legal and regulatory, as well as the risks associated with each. Our executive officers and appropriate personnel of our Manager as well as outside advisors also periodically meet with each committee and make representations associated with the risks relevant to the respective committee’s area of focus. The Compensation Committee is responsible for overseeing the management of risks relating to any executive compensation plan and reviewing the risks associated with our overall compensation practices. The Audit Committee oversees risks associated with financial matters such as accounting, internal controls over financial reporting, tax (including REIT compliance), fraud and cyber security assessment and financial policies. The Nominating and Corporate Governance Committee manages risks associated with corporate governance policies, the independence of our Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our Board of Directors is regularly informed through committee reports about such risks.
expenses as agreed to by the Manager.
executive sessions nor do they participate in any discussions regarding their own compensation. Annually, upon request from the Compensation Committee, Messrs. Jernigan and Good provide the Compensation Committee with data pertinent to their, the President and CIO’s and the Chief Financial Officer’sCFO’s compensation. This information may from time-to-time include peer executive compensation levels, achievement of individual performance objectives or data pertinent to any annual base salary increase. The Compensation Committee utilizes this information, along with input from committee members and, at times, outside consultants in providing input to our Manager regarding the compensation levels of our executive officers. Messrs. Jernigan and Good also provide data pertinent to the terms of our stock-based compensation plans to the Compensation Committee, upon their request. At the end of any incentive or bonus plan measurement period, Messrs. Jernigan and Good, along with our Corporate Secretary and/or General Counsel, prepare and present to the Compensation Committee the preliminary results of the plan for the committee’s review and, if necessary, further evaluation and/or adjustment. All stock-based compensation plans are ultimately developed and adopted by the Compensation Committee.
As compensation for serving on our Board of Directors during our initial year,
During 2016, we anticipate that the Compensation Committeeholders of our Series A Preferred Stock is not entitled to compensation for service as a director, but is entitled to reimbursement for reasonable out-of-pocket expenses incurred in attending Board will study director compensationof Directors and that director compensation in the future will include both a cash and stock component at amounts that are more commensurate with the market for director compensation of directors of small capitalization public companies.
Name | | | Fees Paid In Cash | | | Stock Awards(3) | | | All Other Compensation(4) | | | Total | | ||||||||||||
Randall L. Churchey(1) | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Mark O. Decker | | | | | 50,000 | | | | | | 50,001 | | | | | | 292 | | | | | | 100,293 | | |
James D. Dondero(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Rebecca Owen(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Howard A. Silver | | | | | 75,000(2) | | | | | | 50,001 | | | | | | 292 | | | | | | 125,293 | | |
Dr. Harry J. Thie | | | | | 50,000 | | | | | | 50,001 | | | | | | 292 | | | | | | 100,293 | | |
Name | Fees Paid In Cash | Stock Awards(1) | All Other Compensation(2) | Total | ||||||||||||
Mark O. Decker | $ | 0 | $ | 50,000 | $ | 1,750 | $ | 51,750 | ||||||||
Samuel J. Jenkins | $ | 0 | $ | 50,000 | $ | 1,750 | $ | 51,750 | ||||||||
Howard A. Silver | $ | 0 | $ | 50,000 | $ | 1,750 | $ | 51,750 | ||||||||
Dr. Harry J. Thie | $ | 0 | $ | 50,000 | $ | 1,750 | $ | 51,750 |
officers serving as a member of the Board of Directors or the Compensation Committee. Accordingly, during the period commencing with the closing of our initial public offering on April 1, 2015 andfiscal year ended December 31, 2015,2018, there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
Reimbursement
Private Placement in Connection with IPO. On April 1, 2015, concurrent with our initial public offering, we received $5.0$85.0 million in proceeds frompursuant to the private placementterms of the Purchase Agreement, for a total of 125,000 restricted shares of Series A Preferred Stock issued and outstanding as of December 31, 2018. James D. Dondero, a director of the Company, is the chairman of the board of directors and President of NXRT and has served as a member of the board of directors of NXRT since May 2015. Mr. Dondero is also the co-founder and president of Highland, founder and president of NexPoint and chairman of NexBank, an affiliated bank. Highland, NexPoint and NexBank are all affiliates of NXRT, and NexPoint is the preferred representative of the Buyers under the Purchase Agreement.
Purchase of Loan from Manager. On December 15, 2015, we purchased a $246,481 loan from our Manager atshare, which is the loan’s principal amount. The loan was initially made by the Manager to an individual who is an owner of a limited liability company that is a borrower in oneinitial liquidation preference of the Company’s development loan investments. No profit or loss was realized on the transfer of this loan, and the principal balance of the loan was consolidated with the principal balance of another loan that the Company had underwritten and advanced.
Management Agreement with Manager. Messrs. Jernigan and Good have financial interests in JCap Advisors, LLC, our external Manager. Our Manager and the Company are parties to a Management Agreement pursuant to which our Manager is responsible for the day-to-day operations of our business.
Series B Preferred Stock. Pursuant to the terms of the Articles Supplementary to the Articles of Amendment and Restatement of the Company designating the terms of the Series A Preferred Stock (the “Series A Articles Supplementary”), we obtained the consent of a majority of the holders of the Series A Preferred Stock for the Offering and the designation of the Series B Preferred Stock. In addition, on January 25, 2018, we amended the Series A Articles Supplementary to provide for certain amendments to the calculation of the cumulative dividend in the Series A Articles Supplementary, including, among other things, with respect to the computation and payment of the Aggregate Stock Dividend (as defined in the Series A Articles Supplementary) for the fiscal quarters beginning with the fiscal quarter ending March 31, 2018 through and including the fiscal quarter ending June 30, 2021.
No later than 180 days prior to the end of the initial term of the Management Agreement, the Manager will offer to contribute to the Company’s Operating Partnership at the end of the initial term all of the assets or equity interests in the Manager at the internalization price and on such terms and conditions included in a written offer provided by the Manager.
Upon receipt of the Manager’s initial internalization offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager. If the Manager and the special committee are unable to agree, the Manager and the special committee will repeat this process annually during the term of any extension of the Management Agreement. Acquisition of the Manager pursuant to this process requires a fairness opinion from a nationally recognized investment banking firm and stockholder approval, in addition to approval by the special committee.
If the Company does not acquire the assets or equity interests of the Manager in an internalization transaction as described above and the Management Agreement terminates other than for Cause, voluntary non-renewal by the Manager or the Company being required to register as an investment company under the Investment Company Act of 1940, then the Company shall pay to the Manager, on the date on which such termination is effective, a termination feeTermination Fee equal to the greater of (i) three times the sum of the average annual Base Management Fee and Incentive Fee earned by the Manager during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, or (ii) the offer price, which will be based on the lesser of (a) the Manager’s earnings before interest, taxes, depreciation and amortization (adjusted for unusual, extraordinary and non-recurring charges and expenses), or “EBITDA” (“EBITDA”) annualized based on the most recent quarter ended, multiplied by a
cash.
Termination Fee.
and reimbursed by the Company. In the event that the Company terminates the Management Agreement per the terms of the agreement, other than for cause or the Company being required to register as an investment company, there will be a termination feeTermination Fee due to the Manager. Amounts reimbursable to the Manager for expenses are included in general and administrative expenses in the Consolidated Statements of Operations and totaled $2.1$3.8 million and $3.0 million for the yearyears ended December 31, 2015.
As of December 31, 2015, the Company did not have any personnel. As a result, the Company is relying on the properties, resources and personnel of the Manager to conduct operations.
Company’sour common stock on the NYSE (or other applicable trading market) for the last ten consecutive trading days of the applicable computation period minus the volume-weighted average of the closing market price of the Company’sour common stock for the last 10ten consecutive trading days of the period immediately preceding the applicable computation period) plus dividends per share paid during such computation period, divided by the volume-weighted average of the closing market price of the Company’sour common stock for the last 10ten consecutive trading days of the period immediately preceding the applicable computation period. For purposes of computing the Incentive Fee, “Core Earnings” is defined as (1) net income (loss) determined under GAAP, plus (2) non-cash equity compensation expense, the incentive fee, depreciation and amortization, (to the extent that the Company forecloses on any facilities underlying the Company’s target investments),plus (3) any unrealized losses or other non-cash expense items reflected in GAAP net income (loss), less (4) any unrealized gains reflected in GAAP net income.income (including any unrealized appreciation with respect to self-storage facilities that we have not yet acquired). The amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges after discussions between theour Manager and the Company’sour independent directors and after approval by a majority of the independent directors.
For purposes In addition, with respect to any self-storage facility acquired by us with respect to which we had an outstanding loan as of calculatingthe time of such acquisition, the amount of Core Earnings determined pursuant to the formula above in the period of such acquisition shall also be increased by the difference between (A) the appraised value, as determined by a nationally recognized, independent third-party appraiser mutually agreed to by us and the Manager who has significant expertise in valuing self-storage properties, and (B) (i) the outstanding principal amount of any one of our loans secured by such acquired self-storage facility at the time of such acquisition plus (ii) any other consideration given to the former owner upon such acquisition.
The Manager computes each quarterly installment of the incentive feequarter within 45 days after the end of the fiscal quarter with respect to which such installmentthat is currently payable and if an incentive fee results, promptly delivers such calculation to the Company’sour Board of Directors. The amount of the installmentany incentive fee shown in the calculation is due and payable no later than the date which is five business days after the date of delivery of such computation to the Board of Directors. The calculation generally will be reviewed by the Board of Directors at their regularly scheduled quarterly board meeting. As of MarchDecember 31, 2016,2018, the Manager has nothad earned an incentive fee.
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
The Vanguard Group(1) | | | | | 2,063,298 | | | | | | 10.1% | | |
BlackRock, Inc.(2) | | | | | 1,694,110 | | | | | | 8.3% | | |
LSV Asset Management(3) | | | | | 930,711 | | | | | | 4.5% | | |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Heartland Advisors, Inc.(1) 789 N. Water St. Milwaukee, WI 53202 | 603,770 | 9.8 | % | |||||
W1 Capital, LLC(2) 1325 N. Venetian Way Miami Beach, FL 33139 | 465,409 | 7.6 | % | |||||
Wells Fargo & Company(3) 420 Montgomery St. #200 San Francisco, CA 94104 | 400,001 | 6.5 | % |
is 155 N. Wacker Drive, Suite 650, Chicago, Illinois 60606.
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
NexPoint Strategic Opportunities Fund | | | | | 101,700 | | | | | | 80.0% | | |
Highland Floating Rate Opportunities Fund | | | | | 22,883 | | | | | | 18.0% | | |
NexPoint Real Estate Strategies Fund | | | | | 2,542 | | | | | | 2.0% | | |
The following table sets forth the beneficial ownership of our common stock as of March 1, 201612, 2019 by (i) each director, (ii) each director nominee, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors, nominees and executive officers as a group as of March 1, 2016.12, 2019. Except as otherwise indicated, the address of each officer, director and/or nominee listed below is c/o JCAP,Jernigan Capital, Inc., 6410 Poplar Avenue, Suite 650, Memphis, Tennessee 38119.
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class | | ||||||
Named Executive Officers (“NEOs”) | | | | | | | | | | | | | |
Dean Jernigan | | | | | 43,453(1) | | | | | | * | | |
John A. Good | | | | | 233,163(2) | | | | | | 1.1% | | |
Kelly P. Luttrell | | | | | 22,931(3) | | | | | | * | | |
Jonathan L. Perry | | | | | 36,500(4) | | | | | | * | | |
Independent Directors | | | | | | | | | | | | | |
Randall L. Churchey | | | | | —(5) | | | | | | * | | |
Mark O. Decker | | | | | 18,810 | | | | | | * | | |
James Dondero | | | | | —(6) | | | | | | * | | |
Rebecca Owen | | | | | — | | | | | | * | | |
Howard A. Silver | | | | | 18,315 | | | | | | * | | |
Dr. Harry J. Thie | | | | | 21,834(7) | | | | | | * | | |
All NEOs and directors as a group (10 Persons) | | | | | 395,006 | | | | | | 1.9% | | |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Dean Jernigan** | 32,351 | (1) | 0.52 | % | ||||
John A. Good ** | 150,000 | (2) | 2.43 | % | ||||
Mark O. Decker* | 6,700 | (3) | 0.11 | % | ||||
Samuel J. Jenkins* | 9,500 | (4) | 0.15 | % | ||||
Howard A. Silver* | 7,500 | (5) | 0.12 | % | ||||
Dr. Harry J. Thie* | 10,400 | (6) | 0.17 | % | ||||
William C. Drummond*** | 25,000 | (7) | 0.41 | % | ||||
All Directors, Nominees and Executive Officers as a group (7 Persons) | 241,451 | 3.91 | % |
2018:
Messr. Jernigan is also a NEO; however, he is not paid a base salary or bonus. His compensation only reflects certain other benefits received.
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(5) | | | All Other Compensation(6) | | | Total | | ||||||||||||||||||
Dean Jernigan(1) Executive Chairman | | | | | 2018 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 11,717 | | | | | $ | 11,717 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,276 | | | | | | 15,276 | | | ||
John A. Good(1)(2) Chief Executive Officer | | | | | 2018 | | | | | | 400,000 | | | | | | 100,000 | | | | | | 287,250 | | | | | | 176,751 | | | | | | 964,001 | | |
| | | 2017 | | | | | | 400,000 | | | | | | 100,000 | | | | | | 903,600 | | | | | | 153,792 | | | | | | 1,557,392 | | | ||
Kelly P. Luttrell(1)(3) Senior Vice President and Chief Financial Officer | | | | | 2018 | | | | | | 285,000 | | | | | | 105,000 | | | | | | — | | | | | | 52,736 | | | | | | 442,736 | | |
| | | 2017 | | | | | | 202,500 | | | | | | 85,553 | | | | | | 451,800 | | | | | | 47,150 | | | | | | 787,003 | | | ||
Jonathan Perry(1)(4) President and Chief Investment Officer | | | | | 2018 | | | | | | 218,750 | | | | | | 318,750 | | | | | | 595,500 | | | | | | 118,303 | | | | | | 1,251,303 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name and Principal Position | Year | Salary(4) | Bonus(5) | Stock Awards(6) | All Other Compensation(7) | Total | ||||||||||||||||||
Dean Jernigan(1) Chairman and Chief Executive Officer | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 22,271 | $ | 22,271 | |||||||||||||
John A. Good(1)(2) President and Chief Operating Officer | 2015 | $ | 166,154 | $ | 0 | $ | 2,074,000 | $ | 81,425 | $ | 2,321,579 | |||||||||||||
William C. Drummond(1)(3) Senior Vice President and Chief Financial Officer | 2015 | $ | 90,000 | $ | 67,500 | $ | 453,000 | $ | 8,750 | $ | 619,250 |
Name | Group Insurance Premiums | Dividends on Unvested Restricted Stock | Total | |||||||||
Dean Jernigan | $ | 22,271 | $ | 0 | $ | 22,271 | ||||||
John A. Good | $ | 11,425 | $ | 70,000 | $ | 81,425 | ||||||
William C. Drummond | $ | 0 | $ | 8,750 | $ | 8,750 |
Name | | | Year | | | Group Insurance Premiums | | | 401(k) | | | Dividends on Unvested Restricted Stock | | | Car Allowance | | | Other | | | Total | | |||||||||||||||||||||
Dean Jernigan | | | | | 2018 | | | | | $ | 11,717 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 11,717 | | |
| | | | | 2017 | | | | | | 15,276 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,276 | | |
John A. Good | | | | | 2018 | | | | | | 14,592 | | | | | | 10,000 | | | | | | 116,667 | | | | | | 12,145 | | | | | | 23,347(1) | | | | | | 176,751 | | |
| | | | | 2017 | | | | | | 19,537 | | | | | | 8,255 | | | | | | 126,000 | | | | | | — | | | | | | — | | | | | | 153,792 | | |
Kelly P. Luttrell | | | | | 2018 | | | | | | 18,850 | | | | | | 8,804 | | | | | | 25,082 | | | | | | — | | | | | | — | | | | | | 52,736 | | |
| | | | | 2017 | | | | | | 22,464 | | | | | | 6,603 | | | | | | 18,083 | | | | | | — | | | | | | — | | | | | | 47,150 | | |
Jonathan L. Perry | | | | | 2018 | | | | | | 9,425 | | | | | | — | | | | | | 21,000 | | | | | | 11,915 | | | | | | 75,963(2) | | | | | | 118,303 | | |
Name | | | Number of Shares of Stock That Have Not Vested(1) | | | Market Value of Shares of Stock That Have Not Vested(2) | | ||||||
Dean Jernigan | | | | $ | — | | | | | $ | — | | |
John A. Good | | | | | 66,667 | | | | | | 1,321,340 | | |
Kelly P. Luttrell | | | | | 13,333 | | | | | | 264,260 | | |
Jonathan Perry | | | | | 30,000 | | | | | | 594,600 | | |
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | |||||||||
John A. Good | 6/15/15 | 100,000 | $ | 1,495,000 | ||||||||
William C. Drummond | 8/11/15 | 25,000 | $ | 373,750 |
Agreement with Mr. Good
The Audit Committee has reviewed with management its plans for implementation of the Company’s internal audit function, which will be in place by April 1, 2016, as required by applicable NYSE requirements.
| | | Audit Fees | | | Audit Related Fees | | | Tax Fees | | | All Other Fees | | | Total Fees | | |||||||||||||||
2018 | | | | $ | 547,421 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 547,421 | | |
2017 | | | | | 448,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 448,000 | | |
Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | Total Fees | ||||||||||||||||
2015 | $ | 246,953 | $ | 25,875 | $ | 15,520 | $ | 0 | $ | 288,348 |
The Audit Committee pre-approved all services provided by our independent registered public accounting firm for 2015.
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | | |||||||||
Equity compensation plans approved by stockholders(1) | | | | | 159,165 | | | | | | — | | | | | | 9,747 | | |
Equity compensation plans not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | | | |
April 8, 2016
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