No fee required.
Toano,
20, 2020.
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routine matter for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a stockholder whose shares of common
firm for the fiscal year ending December 31, 2020.
Class Terms expiring at | | | Class Terms expiring at | | | Class Terms expiring at | | ||||
| Terri Funk Graham Famous P. Rhodes | | | David A. Levin Martin F. Roper | | | Douglas T. Moore Nancy M. Taylor Jimmie L. Wade |
Dennis R. Knowles
As a member of our Board and our president, chief executive officer and chief operating officer, Mr. Knowles has experience with and knowledge of, among other things, our business plans, personnel, risks and financial results. Additionally, due to his significant prior retail experience as well as his more than 25 years of leadership experience in store and business operations, Mr. Knowles possesses business, financial and risk management expertise. His experience has also provided him with insight, perspective and knowledge regarding our business, growth, operations and personnel.
David A. Levin, 65, has been President and Chief Executive Officerdirector of Destination XL Group, Inc. (“DXLG”), and one of its directors, sincea specialty apparel retailer, from April 2000.2000 to December 2018. From January 2019 to April 2019, Mr. Levin has been instrumental in transforming DXLG from a company which exclusively operated Levi Strauss & Co. branded apparel to the largest specialty retailer of big & tall men’s apparel. From 1999 to 2000, he served as theacting chief executive vice presidentofficer of eOutlet.com. Mr. Levin was president of Camp Coleman, a division of The Coleman Company, from 1998 to 1999. Prior to that Mr. Levin was president of Parade of Shoes, a division of J. Baker,Destination XL Group, Inc., from 1995 to 1997. Mr. Levin was also president of Prestige Fragrance & cosmetics, a division of Revlon, Inc., from 1991 to 1995. He also served on the board of directors of Christopher & Banks Corporation, a specialty women’s apparel retailer, from June 2012 until June 2016. Levin received a B.A. from the University of Iowa.
Mr. Levin has been a member of our Compensation Committee since May 2017, and its Chairperson since May 2019, and a member of our Audit Committee since May 2019. Mr. Levin also served as a member of our Compliance and Regulatory Affairs Committee from May 2017 until May 2019.
As aformer director and chief executive officer of a publicly traded company, Mr. Roper has senior management, strategic development and financial skills. In addition, Mr. Roper possesses experience in public relations, consumer marketing, investor relations, product development and risk management. Mr. Roper has served on our Board for approximately eleven years and has been Chairman of the Compensation Committee and a member of the Audit Committee since our IPO.initial public offering and Chairperson of the Compliance and Regulatory Affairs Committee since May 2019. Mr. Roper also served as Chairperson of the Compensation Committee from our initial public offering until May 2019. His experience as a director has provided him with insight, perspective and knowledge regarding our business, growth, operations and personnel.
W. Stephen Cannon
Mr. Cannon has demonstrated significant legal and business expertise through his role as general counsel of Circuit City, a public company with significant retail operations. This experience, among other things, assists the Board with its risk oversight. Mr. Cannon’s legal expertise also provides him with an understanding of various public company requirements, including corporate governance and SEC developments. He also has previous experience serving as a director of Crocs,CV Sciences, Inc., a consumer product and drug development company focused on the CBD industry, as well as the chair of its
retail chain.
early 2010 until June 2015.
has been a member of our Compensation Committee since May 2014 and a member of our
Thomas D. Sullivan,57, served as an employee director of the Company until his resignation from the Board as of December 31, 2016. In May, 2015, Mr. Sullivan assumed the position as acting chief executive officer and continued as an employee director following the appointment of John M. Presley as chief executive officer in November, 2015. On December 28, 2016, after concluding that it was appropriate to move Mr. Sullivan from an employee director to a non-employee director to more closely align with the go forward role that Mr. Sullivan would be performing for the Company, the Company eliminated Mr. Sullivan’s position as an employee of the Company effective as of December 31, 2016. Following that decision, Mr. Sullivan submitted his resignation as a director of the Company effective as of December 31, 2016, which the Board accepted. Mr. Sullivan founded the Company in 1994 when he identified the opportunity to sell surplus building materials at heavily discounted prices.
Peter B. Robinson,68, has been a director since April 2010 and will not stand for re-election at this year’s Annual Meeting of Stockholders. Mr. Robinson served as an executive vice president of Burger King Corporation responsible for Burger King’s global marketing and strategy functions until his retirement in December 2010. Prior to assuming that role in December 2009, Mr. Robinson was an executive vice president and president of Burger King’s Europe, Middle East and Africa business segment. Before joining Burger King, Mr. Robinson worked for General Mills, Inc. as president of Pillsbury USA, and senior vice president of General Mills Inc. from 2001 to 2006. Earlier in his career, Mr. Robinson held positions of increasing responsibility at The Pillsbury Company, PepsiCo, Kraft General Foods, and Procter & Gamble, Ltd. UK. Mr. Robinson also served on the board of directors of First Niagara Financial Group, Inc. until it was acquired by Key Bank in July 2016. Mr. Robinson holds a B.A. in economics from Newcastle University. He also serves on the board of directors of First Niagara Financial Group, Inc. Mr. Robinson has been a member of our Compensation Committee since May 2010 and a member of our Compliance and Regulatory Affairs Committee since May 2016.
In
Walsh each report to the Board.
Pursuant to the terms of the Derivative Litigation, we amended our Bylaws in December 2016 to, among other things, require that we have a chairperson of the Board that is (i) not employed in an executive capacity and (ii) deemed independent as defined by the NYSE requirements. As set forth in our Bylaws, on an annual basis, the Board will elect one of its members to the office of Chairperson of the Board. In the event of the Chairperson’s temporary absence or incapacity, the Board will appoint, by resolution, another independent director to preside as chairperson at meetings of stockholders and of the Board. In the case of the Chairperson’s death or permanent inability to act, the Board will elect a Chairperson who is independent from
among current directors or appoint a new director to serve as Chairperson, with any such appointment being subject to the provisions of our Certificate of Incorporation.
Audit | | | Compensation | |
Jimmie L. Wade* | | David A. Levin* | | |
| Terri Funk Graham | | ||
Famous P. Rhodes | | | Famous P. Rhodes | |
Martin F. Roper | |
Nominating and Corporate Governance | | | Compliance and Regulatory Affairs | |
Terri Funk Graham* | | | Martin F. Roper* | |
Douglas T. | | Douglas T. Moore | | |
Nancy M. Taylor | | Nancy M. Taylor | | |
Jimmie L. Wade | | | |
With the exception of Mr. Wade, who serves on the audit committee of Tuesday Morning Corporation, no member of For additional information regarding the Audit Committee, served on any audit or similar committeeplease see the Audit Committee Report that is included in this Proxy Statement.
Compensation Committee. Thethe Compensation Committee has overall responsibility for evaluatingis to oversee the policy and approvingprograms relating to the compensation of our executive officerofficers, including policies governing salaries, incentive compensation benefit, severance, equity-based or otherand terms and condition of employment (with the Board having final approval for the compensation plans, policies and programs.of the chief executive officer). The Compensation Committee may, in its discretion, engage outside consultants to assist in evaluating and determining appropriate compensation levels for our executives. The Compensation Committee has produced an annual report on executive compensation that is included in this Proxy Statement.
In addition to the current members, Mr. Brock served as a member of the Nominating and Corporate Governance Committee in 2016 until May 23, 2016 when his term expired.
by all policies of the Board as may be in place at any time and from time to time. If the nomination is not timely and in proper form, the nominee will not be considered by the Nominating and Corporate Governance Committee. To be timely for the 20182021 Annual Meeting, the nomination must be received within the time frame set forth in “Deadlines for Submission of Stockholder Proposals” below. Nominees for director are selected in the context of an assessment of the perceived needs of the Board at the time and on the basis of, among other things, the following:
• strength of character • judgment • skill • education • business experience | | | • specific areas of expertise |
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Special Committee and Demand Review Committee. In addition to the standing committees described above, in March 2015, a Special Committee of the Board (the “Special Committee”) was formed in March 2015. Currently, the Special Committee has oversight responsibilities for certain pending government investigations. The current members of the Special Committee are Ms. Taylor, who serves as the chairperson, Mr. Roper and Mr. Wade.
In June 2015, the Special Committee exercised its authority to create a three-person Demand Review Committee, which was tasked with investigating various derivative claims against certain current and former officers and directors of the Company which comprised the Derivative Litigation and making a recommendation to the Board as to whether it would be in the best interests of the Company to pursue any of those claims. The Demand Review Committee consisted of Ms. Taylor, who served as the chairperson, Mr. Roper and Mr. Wade. Following the resolution of the Derivative Litigation, the Board, upon recommendation of the Demand Review Committee and the Special Committee, determined the Demand Review Committee had fulfilled its obligations and the Demand Review Committee was dissolved.
activities, and various presentations by management to the Board.
Martin D. Agardno longer an executive officer.
Carl R. Daniels, 63, has been our chief supply chain officer since June 2016. Prior to that, he was our senior vice president, supply chain since October 2011.2017. From 2009 to 2011, Mr. Daniels served as senior vice president of supply chain2017, Ms. Bohaty held various roles at Toys ‘R’ Us, Inc., a toy and operations at Harbor Freight Tools, Inc. Priorbaby retailer, including executive director, global product safety, quality and compliance from 2012 to assuming this position, he served as vice president of distribution for Michaels, Inc. from 2008 to 2009 and senior vice president of logistics for Retail Ventures Services, Inc. from 2002 to 2008. Earlier in his career, he held executive level logistics positions at Midas International, Inc. and certain regional department stores and retailers. He holds a B.S. in business administration and industrial management from Youngstown State University.
Mark Gronemeyer2017.
Marco Q. Pescara, 52, has been our chief marketing officer since April 2006 and has been our chief merchandising and marketing officer since June 2015. Prior to joining the Company, Mr. Pescara served for more than five years as the vice president of direct response and marketing integration at Hickory Farms, Inc. Mr. Pescara holds a B.S. in history from the University of Toledo, an M.S. in public relations from Boston University and an M.B.A. from the University of Pittsburgh.
Susan Starnes, 44, has been our senior vice president, of strategydeputy general counsel and business development since September 2016. Prior to joining the Company, Ms. Starnes served as the senior vice president of services at Guitar Center, Inc. in 2015 and vice president of services in 2014. From 2002 to 2014, Ms. Starnes held various roles at Lowe’s Companies, Inc. in strategy, merchandising and services, including Director, Repair Services Sales and Development from 2013 to 2014 and Director, Pricing and Compliance for the installation business from 2010 to 2013. Prior to joining Lowe’s Companies, Inc.assistant secretary.
Christopher Thomsen, 41,44, has been our senior vice president, chief information officer since August 2016. Prior to joining the Company, Mr. Thomsen served as vice president and chief information officer of Hibbett Sports, Inc, a sporting goods retailer, from 2013 to 2016. From 2006 to 2013, Mr. Thomsen held various IT roles of increasing responsibility at Lowe’s Company,Companies, Inc., where he most recently served as vice president, IT planning and business intelligence from 2012-2013. Prior2012 to Lowe’s Company, Inc.2013.
Jill Witter2013 to 2017 and senior vice president, merchandising, replenishment and marketing from 2011 to 2013.
In 2015,
hhgregg, Inc.* | | | ||||
| Select Comfort Corp. | | | Conn’s, Inc. | | |
| West Marine, Inc. | |||||
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| The Container Store Group, Inc. | | ||||
| Pier 1 Imports, Inc. | | | Knoll, Inc. | | |
| Hibbett Sports, Inc. | | | Shoe Carnival, Inc. | | |
| Haverty Furniture Companies, Inc. | | | Zumiez, Inc. | | |
| Vitamin Shoppe, Inc. | | | Ethan Allen Interiors, Inc. | | |
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In setting executive officer compensation in the first quarter of 2016, the Compensation Committee consulted with PM and referenced the 2015 Compensation Report for an understanding of market practices and competitive compensation levels as part of its assessment of the design and competitiveness of the Company’s executive officer compensation packages.
Later in 2016, the Compensation Committee engaged PM to analyze the competitiveness of our executive officer compensation programs with the expectation that such analysis will assist the Compensation Committee in setting compensation in 2017 in particular with regards
In the 2017 Compensation Report, PM compared the compensation paid to the Company’s top executive officers to the compensation paid to their counterparts at peerhhgregg, Inc. and West Marine, Inc. ceased as independent, public companies. The peer group was consistent with
design.
The
As inSince 2015, the Company continued to experience a unique set of circumstances in connection with changes in its executive officer leadership that required the Company to take reasonable steps to attract, retain and motivate key personnel. As 2016 progressed, turnover among the Company’s executive officers continued, with the Company entering into separation agreements with certain of these executive officers in connection with their departure from the Company. During 2015 and 2016, the Companyhas experienced changing business conditions, performance and external legal challenges, leading the Compensation Committee to believe that it was extremely difficult to set reasonable targets for long-term performance expectations. During this same period, we experienced a unique set of circumstances in connection with changes in our executive officer leadership that required us to take reasonable steps to attract, retain and motivate key personnel. Accordingly, the Compensation Committee determined to focus on stable predictable compensation programs that would attract and retain strong talent, reward short-term performance and provide motivation for improving shareholderstockholder value, while attempting to control the costs of these programs given the Company’s recent company performance at that time.
The discussion below provides an overview of the Company’s 2016 named executive officer compensation program. and uncertainties.
In early 2016, consistent with past practice,2019, the Compensation Committee evaluatedconsidered the 2017 Compensation Report provided by PM, as well as the Company’s named executive officer compensation programneed to continue to attract and in so doing consideredretain competitive leadership during a period of restructuring and rebuilding. As part of its review and assessment, the Compensation Committee continued with the following objectives:
After
2019.
Annual Cash Bonus Awards. In 2016,2019, our named executive officers had the opportunity to earn an annual cash bonus award under our Annual Bonus Plan for Executive Management (the “Bonus Plan”). The amounts payable under the Bonus Plan are expressed as a percentage of annual base salary for each participant (the “Target Bonus”). The Target Bonuses are reviewed annually and vary among the Bonus Plan participants based upon, among other things, their responsibilities, ability to influence operations and performance, internal equity considerations, and position. The maximum potential annual cash bonus award that our named executive officers could achieve was 200% of their Target Bonus, other than Mr. Thomsen who could achieve 175% of his Target Bonus and Mr. Mulvaney who could achieve 150% of his Target Bonus, based only on the achievement of certain objective financial performance measures. Certain newThe amount of the Target Bonus payable at the threshold level of performance was 25% in 2018. However, for the 2019 bonus plan, to address retention concerns, the Compensation Committee determined to set the amount of the Target Bonus payable at the threshold level of performance at 50%. Named executive officers that were hired during the year had the opportunity to earn a prorated bonus under the Bonus Plan based upon the duration of their service during the year.
| | | Net Sales | | | Percent of Net Sales Target Bonus Awarded for Employees Eligible for 200% Maximum Payout* | | |||
| | | Less than $1,084,600,000 | | | | | 0% | | |
Threshold: | | | $1,084,600,000 | | | | | 50% | | |
Target: | | | $1,180,000,000 | | | | | 100% | | |
Maximum: | | | $1,239,000,000 or greater | | | | | 200% | | |
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| | | Adjusted Gross Margin Dollar | | | Percent of Adjusted Gross Margin Dollar Target Bonus Awarded for Employees Eligible for 200% Maximum Payout* | | |||
| | | Less than $386,300,000 | | | | | 0% | | |
Threshold: | | | $386,300,000 | | | | | 50% | | |
Target: | | | $434,000,000 | | | | | 100% | | |
Maximum: | | | $477,400,000 or greater | | | | | 200% | | |
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| | | Adjusted Operating Income | | | Percent of Adjusted Operating Income Target Bonus Awarded for Employees Eligible for 200% Maximum Payout* | | |||
| | | Less than $10,700,000 | | | | | 0% | | |
Threshold: | | | $10,700,000 | | | | | 50% | | |
Target: | | | 36,500,000 | | | | | 100% | | |
Maximum: | | | $54,800,000 or greater | | | | | 200% | | |
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In 2016,determining 2019
executive officers were a mix of 50% non-qualified stock options and 50% restricted stock awards, which vest ratably over four years. With regards to Mr. Presley, who received an equity grant upon his hiring in 2015, no further grants were made during 2016.
As a result of Mr. Knowles assuming the role of Chief Executive Officer in 2016, the Compensation Committee reviewed and benchmarked Mr. Knowles total compensation in early 2017 and recommended adjustments to the Board in March 2017. Based on the recommendation of the Compensation Committee, in March 2017, the independent members of the Board approved the following adjustments to Mr. Knowles total compensation: (i) a base salary increase to $675,000, effective as of April 1, 2017, (ii) a $500,000 grant of restricted stock that cliff vests after three years to be granted three days following the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and (ii) non-qualified stock options with a cumulative value of $500,000 that vest ratably over four years to be granted three days following the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
John M. Presley. Mr. Presley assumed the role of Chief Executive Officer of the Company in November 2015 and served until November 9, 2016, during which time he received a base salary of $625,000 and had a target bonus amount equal to 100% of his annual base salary. In reviewing Mr. Presley’s total compensation, the Compensation Committee considered, among other matters, information from the 2015 Compensation Study, historical compensation and internal equity. Mr. Presley participated in the Bonus Plan in 2016, but because the Company did not achieve its performance goal under the Bonus Plan, and because Mr. Presley’s employment with the Company ceased prior to the end of 2016, no amounts were paid out to Mr. Presley. Pursuant to the terms of Mr. Presley’s employment agreement and a general release associated with his termination, Mr. Presley received the severance set forth in his employment agreement in the amount of $740,515, which includes certain group health insurance benefits pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”).
Martin D. Agard. Mr. Agard joined the Company in September 2016 as Chief Financial Officer. In connection with his hiring, and after considering, among other matters, a recommendation by Mr. Presley as Chief Executive Officer, compensation arrangements for the existing executive officers, the 2015 Compensation Study and historic compensation levels, Mr. Agard’s base salary was set at $435,000, he received relocation reimbursement assistance up to $100,000 (net before reimbursable relocation expenses that were not tax deductible were grossed up at 35%), and had a target bonus amount equal to 60% of his annual base salary. He was also issued an equity award, consisting of 75% non-qualified stock options and 25% time-based restricted stock, with a total cumulative value of $700,000, each of which vests ratably over four years. Subject to the discretion of the Compensation Committee, the equity grant awarded to Mr. Agard is intended to cover prospective equity grants through 2019. Mr. Agard participated in the Bonus Plan in 2016 on a prorated basis based on his date of hire, however, because the Company did not achieve its performance goal under the Bonus Plan, no amounts were paid to Mr. Agard.
Gregory A. Whirley, Jr. Mr. Whirley joined the Company in May 2015 as Senior Vice President, Finance and served as interim Chief Financial Officer until September 2016. In November 2016, he assumed the role of Senior Vice President, Finance and Risk Management. In early 2016,2019, as part of the Company’s regular review process described above, Mr. WhirleyKnowles received a merit increase of 6%3.0% in his annual base salary, which increased his annual base salary to $318,000.$746,750. Mr. WhirleyKnowles also received an annual equity grant valued at $150,000$1,125,000, with 50% of such amount in non-qualifiedperformance-based restricted stock optionsawards, and 50% of such amount in time-based restricted stock awards. The time-based restricted stock awards which vest ratably over four years. PursuantSubject to his offer letter, Mr. Whirley’s target bonus amount is equal tomeeting the applicable performance targets set forth in the grant agreement, 50% of his annual base salary.the performance-based restricted stock awards will vest on the two-year anniversary of the grant date and the other 50% will vest on the three-year anniversary of the grant date. The actual amount of performance-based restricted stock earned will range from 0 to 200% of the target award, depending on the actual performance against the performance targets. Mr. WhirleyKnowles participated in the Bonus Plan in 2016, but because the Company did not achieve its performance goal under2019 with a target payout of 100% of his annual base salary and, pursuant to his Severance Agreement and the Bonus Plan, no amounts werereceived a bonus equal to $477,705. In connection with Mr. Knowles resignation on February 5, 2020 and in consideration of Mr. Knowles’ execution of the Waiver and Release Agreement, we paid out to Mr. Whirley.
Carl R. Daniels.Knowles the severance benefits provided for in the Severance Agreement, dated February 26, 2018, between us and Mr. Knowles (the “Knowles Severance Agreement”), and accelerated the vesting of portions of certain equity awards. See “Potential Payments Upon Termination of Change of Control” beginning on page 33, for a discussion of Mr. Knowles aggregate severance benefit.
Sandra C. Whitehouse.$76,765.
Marco Q. Pescara. During 2016, Mr. Pescara received a base salary of $433,628. Mr. Pescara participated in the Bonus Plan in 2016 at a target bonus amount equal to 60% of his annual base salary. Because the Company did not achieve its performance goal undersalary and, pursuant to the Bonus Plan, no amounts were paid outreceived a bonus equal to Mr. Pescara.
In December 2016, the Board approved
as a result of such officer’s knowing or intentional fraudulent or illegal conduct. If the Independent Director Committee determines that such executive officer received any bonus, incentive payment, equity award or compensation based on any financial results or operating metrics that were satisfied as a result of such officer’s knowing or intentional fraudulent or illegal conduct, then the Independent Director Committee will recover from such executive officer such compensation (in whole or in part) as it deems appropriate under the circumstances.
Position | | | Value of Shares | |
Chief Executive Officer | | | 5 times base salary | |
Chief Customer Experience Officer | | | 3 times base salary | |
Chief Financial Officer | | | 2 times base salary | |
Executive Officers (other than the Chief Executive Officer, Chief Customer Experience Officer and Chief Financial Officer) | | | 1 times base salary | |
Non-Employee Directors | | | 2.5 times annual board retainer (exclusive of committee compensation but inclusive of supplemental base retainer for the Board | |
As noted above, in late 2016,
| Floor & Décor Holdings, Inc.* | | | Shoe Carnival, Inc. | |
| La-Z-Boy Incorporated* | | | Hibbett Sports, Inc. | |
| Sleep Number Corporation* | | | Big 5 Sporting Goods Corporation* | |
| Conn’s, Inc. | | | Zumiez Inc. | |
| Knoll, Inc. | | | The Container Store Group, Inc. | |
| At Home Group Inc.* | | | Haverty Furniture Companies, Inc. | |
| Monro, Inc. | | | Ethan Allen Interiors Inc. | |
| Vitamin Shoppe, Inc. | | | Citi Trends, Inc.* | |
| Kirkland’s, Inc. | | | | |
To achieve these objectives, we will continue to utilize a mix of base salary, annual cash bonus awards and equity incentive awards. These components of executive compensation will be used together to strike an appropriate balance between cash and stock compensation and between short-term and long-term incentives. Although the components remain the same, there are a few changes noted below.
Among other things, the Compensation Committee reviews our compensation policies and practices to determine whether they subject us to unnecessary or excessive risk. In so doing, the Compensation Committee considers whether such policies and practices are appropriately structured to promote the achievement of goals without encouraging the taking of unwarranted or undue risk. Additionally, the Compensation Committee reviews the relationship between our risk management policies and practices and compensation, and evaluates compensation policies and procedures that could mitigate risks relating to our compensation program.
We believe that our compensation programs discussed above are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incent executive officers or other employees to engage in conduct that creates unnecessary or unjustifiable risks. Specifically, our mix of rewards for short-term performance through base salary and annual cash bonus awards and for long-term performance through equity incentive awards supports these compensation objectives. Moreover, we believe that our utilization of these different compensation components allows us to manage the risks inherent with performance-based compensation. Additionally, our use of mitigation tools such as claw back provisions, oversight by an independent committee of non-employee directors and significant vesting periods for equity awards, provide additional risk protection.
Based upon the review of our compensation practices and policies, we have concluded that they do not create risks that are reasonably likely to have a materially adverse effect on the Company.
We currentlydeductibility, however, we continue to believe, that we should be ableand intend to continue to managestructure our compensation program for our named executive officers to preserve the related federal income tax deductions, although individual exceptions may occur from time to time. The rules and regulations promulgated under Section 162(m) of the Internal Revenue Code are complicated and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Section 162(m) limitations will be treated by the Internal Revenue Service as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code and/or deductible by the Company. A number of requirements must be met under Section 162(m) of the Internal Revenue Code in order for particular compensation to so qualify for the exception,programs such that there can be no assurance that “qualified performance-based”a significant portion of our executive compensation under the 2011 Plan will be fully deductible under all circumstances. In addition, other awards under the 2011 Plan, such as time-vested restricted stock generally will not qualify for the exception under Section 162(m) of the Internal Revenue Code, so that compensation paidprograms is tied to certain covered employees in connection with such awards may, to the extent it and other compensation subject to Section 162(m) of the Internal Revenue Code’s deductibility cap exceed $1 million in a given taxable year, not be deductible by the Company as a result of Section 162(m) of the Internal Revenue Code. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Internal Revenue Code Sections 4999 and 280G.
plan and received matching contributions consistent with our company-wide program described above.
At the 2011 Annual Meeting, the stockholders voted in favor of an annual say-on-pay vote and the Company has elected to follow such advisory vote. Accordingly, at the Company’s 2016 Annual Meeting of Stockholders, the Compensation Committee considered the results of the advisory vote by stockholders on executive compensation, or the “say-on-pay” vote. 86.1% of votes cast were in favor of the compensation program offered to the Company’s named executive officers. The Compensation Committee reviewed the “say-on-pay” voting results and considered other factors in assessing the Company’s executive compensation program as discussed in the Proxy Statement. After considering these voting results and factors, the Compensation Committee reviewed and recommended to the Board, and the Board implemented, similar objectives, program and rationale for the compensation of our named executive officers in 2016, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying compensation narrative. As noted above, however, the Compensation Committee is evaluating alternative performance-based long term incentive programs.
Martin F. Roper,
Dated: March 31, 2017
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Dennis R. Knowles(3) Chief executive officer | 2016 | 444,807 | — | — | 999,996 | — | 53,636 | 1,498,439 | ||||||||||||||||||||||||
John M. Presley(4) Former chief executive officer | 2016 | 548,077 | — | — | — | — | 784,723 | 1,332,800 | ||||||||||||||||||||||||
2015 | 72,115 | — | — | 1,134,000 | — | 299,000 | 1,505,115 | |||||||||||||||||||||||||
Martin D. Agard(5) Chief financial officer | 2016 | 113,769 | — | 174,998 | 525,000 | — | 36,233 | 850,000 | ||||||||||||||||||||||||
Gregory A. Whirley, Jr.(6) Former interim chief financial officer and senior vice president, finance and risk management | 2016 | 314,538 | — | 74,990 | 75,000 | — | 29,040 | 493,568 | ||||||||||||||||||||||||
2015 | 265,385 | 75,000 | 75,000 | 224,998 | — | 8,945 | 649,328 | |||||||||||||||||||||||||
Carl R. Daniels(7) Chief supply chain officer | 2016 | 334,913 | 98,000 | 87,493 | 87,498 | — | 11,633 | 619,537 | ||||||||||||||||||||||||
2015 | 330,611 | — | 262,487 | 262,491 | — | 11,614 | 867,203 | |||||||||||||||||||||||||
2014 | 310,874 | — | 49,992 | 149,970 | — | 25,728 | 536,564 | |||||||||||||||||||||||||
Sandra C. Whitehouse(8) Chief compliance and chief legal officer | 2016 | 307,943 | 75,000 | 74,990 | 75,000 | — | 22,409 | 555,342 | ||||||||||||||||||||||||
Marco Q. Pescara(9) Chief merchandising and marketing officer | 2016 | 433,628 | — | — | — | — | 26,562 | 460,190 | ||||||||||||||||||||||||
2015 | 392,040 | — | 137,491 | 412,488 | — | 23,101 | 965,120 | |||||||||||||||||||||||||
2014 | 321,760 | — | 62,437 | 187,498 | — | 31,692 | 603,387 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Dennis R. Knowles(3) Former president and chief executive officer | | | | | 2019 | | | | | | 742,772 | | | | | | — | | | | | | 1,125,000 | | | | | | — | | | | | | 477,705 | | | | | | 24,156 | | | | | | 2,369,633 | | |
| | | 2018 | | | | | | 715,825 | | | | | | — | | | | | | 937,482 | | | | | | 312,498 | | | | | | 334,747 | | | | | | 22,141 | | | | | | 2,322,693 | | | ||
| | | 2017 | | | | | | 661,623 | | | | | | — | | | | | | 499,989 | | | | | | 499,992 | | | | | | 705,313 | | | | | | 15,415 | | | | | | 2,382,332 | | | ||
Charles E. Tyson(4) Interim president (principal executive officer), chief customer experience officer | | | | | 2019 | | | | | | 512,477 | | | | | | — | | | | | | 314,990 | | | | | | — | | | | | | 230,616 | | | | | | 50,173 | | | | | | 1,108,256 | | |
| | | 2018 | | | | | | 278,913 | | | | | | — | | | | | | — | | | | | | 999,996 | | | | | | 94,268 | | | | | | 69,039 | | | | | | 1,442,216 | | | ||
Nancy A. Walsh(5) Chief financial officer | | | | | 2019 | | | | | | 144,248 | | | | | | 50,000 | | | | | | 374,996 | | | | | | 374,996 | | | | | | 63,971 | | | | | | 97,752 | | | | | | 1,105,963 | | |
Timothy J. Mulvaney(6) Chief accounting officer and former interim chief financial officer | | | | | 2019 | | | | | | 310,800 | | | | | | — | | | | | | 307,993 | | | | | | — | | | | | | 76,765 | | | | | | 17,950 | | | | | | 713,508 | | |
M. Lee Reeves(7) Chief legal officer and corporate secretary | | | | | 2019 | | | | | | 391,341 | | | | | | — | | | | | | 266,990 | | | | | | — | | | | | | 125,607 | | | | | | 31,749 | | | | | | 815,687 | | |
| | | 2018 | | | | | | 385,122 | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,881 | | | | | | 199,468 | | | | | | 673,471 | | | ||
| | | 2017 | | | | | | 198,095 | | | | | | — | | | | | | 349,976 | | | | | | 349,986 | | | | | | 117,334 | | | | | | 183,733 | | | | | | 1,199,124 | | | ||
Christopher N. Thomsen(8) Chief information officer | | | | | 2019 | | | | | | 316,691 | | | | | | — | | | | | | 342,990 | | | | | | — | | | | | | 101,801 | | | | | | 23,907 | | | | | | 785,389 | | |
Martin D. Agard(9) Former chief financial officer | | | | | 2019 | | | | | | 130,579 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,318 | | | | | | 146,897 | | |
| | | 2018 | | | | | | 449,454 | | | | | | — | | | | | | 142,494 | | | | | | 47,499 | | | | | | 124,124 | | | | | | 28,391 | | | | | | 791,962 | | | ||
| | | 2017 | | | | | | 435,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 272,721 | | | | | | 115,441 | | | | | | 823,162 | | |
Name | Award Type | Grant Date | Option Award Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||||||||||
Threshold ($)(2) | Target ($) | Maximum ($)(3) | ||||||||||||||||||||||||||||||||||||||
Dennis R. Knowles | Annual Bonus Plan(4) | 135,387 | 541,548 | 1,083,097 | ||||||||||||||||||||||||||||||||||||
Stock Options | 3/3/2016 | 3/3/2016 | 100,000 | (6) | 12.01 | 600,000 | ||||||||||||||||||||||||||||||||||
Stock Options | 8/1/2016 | 8/1/2016 | 52,287 | (7) | 15.31 | 399,996 | ||||||||||||||||||||||||||||||||||
John M. Presley | Annual Bonus Plan | 156,250 | 625,000 | 1,250,000 | ||||||||||||||||||||||||||||||||||||
Martin D. Agard | Annual Bonus Plan(5) | 18,055 | 72,222 | 144,444 | ||||||||||||||||||||||||||||||||||||
Stock Options | 11/3/2016 | 11/3/2016 | 70,000 | (8) | 15.02 | 525,000 | ||||||||||||||||||||||||||||||||||
Restricted Stock | 11/3/2016 | 11/3/2016 | 11,651 | (8) | 174,998 | |||||||||||||||||||||||||||||||||||
Gregory A. Whirley, Jr. | Annual Bonus Plan | 39,750 | 159,000 | 318,000 | ||||||||||||||||||||||||||||||||||||
Stock Options | 3/3/2016 | 3/3/2016 | 12,500 | (6) | 12.01 | 75,000 | ||||||||||||||||||||||||||||||||||
Restricted Stock | 3/3/2016 | 3/3/2016 | 6,244 | (6) | 74,990 | |||||||||||||||||||||||||||||||||||
Carl R. Daniels | Annual Bonus Plan | 50,520 | 202,080 | 404,160 | ||||||||||||||||||||||||||||||||||||
Stock Options | 3/3/2016 | 3/3/2016 | 14,583 | (6) | 12.01 | 87,498 | ||||||||||||||||||||||||||||||||||
Restricted Stock | 3/3/2016 | 3/3/2016 | 7,285 | (6) | 87,493 | |||||||||||||||||||||||||||||||||||
Sandra C. Whitehouse | Annual Bonus Plan | 38,710 | 154,839 | 309,677 | ||||||||||||||||||||||||||||||||||||
Stock Options | 3/3/2016 | 3/3/2016 | 12,500 | (6) | 12.01 | 75,000 | ||||||||||||||||||||||||||||||||||
Restricted Stock | 3/3/2016 | 3/3/2016 | 6,244 | (6) | 74,990 | |||||||||||||||||||||||||||||||||||
Marco Q. Pescara | Annual Bonus Plan | 65,044 | 260,177 | 520,354 |
Name | | | Award Type | | | Grant Date | | | Option Award Approval Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($)(2) | | | Target ($) | | | Maximum ($)(3) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dennis R. Knowles | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 373,375 | | | | | | 746,750 | | | | | | 1,493,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock | | | | | 3/21/2019 | | | | | | 3/21/2019 | | | | | | | | | | | | | | | | | | | | | | | | 26,508 | | | | | | 53,016 | | | | | | 106,032 | | | | | | 53,016(5) | | | | | | | | | | | | | | | | | | 1,125,000 | | |
Charles E. Tyson | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 180,250 | | | | | | 360,500 | | | | | | 721,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock | | | | | 3/21/2019 | | | | | | 3/21/2019 | | | | | | | | | | | | | | | | | | | | | | | | 7,422 | | | | | | 14,844 | | | | | | 29,688 | | | | | | 14,844(6) | | | | | | | | | | | | | | | | | | 314,990 | | |
Nancy A. Walsh | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 50,000 | | | | | | 100,000 | | | | | | 200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Stock Options | | | | | 11/11/2019 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 86,206(7) | | | | | | 8.59 | | | | | | 374,996 | | |
| | | Restricted Stock | | | | | 11/11/2019 | | | | | | 11/11/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,655(7) | | | | | | | | | | | | | | | | | | 374,996 | | |
Timothy J. Mulveney | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 60,000 | | | | | | 120,000 | | | | | | 180,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock | | | | | 3/21/2019 | | | | | | 3/21/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,179(6) | | | | | | | | | | | | | | | | | | 107,993 | | |
| | | Restricted Stock | | | | | 8/12/2019 | | | | | | 8/12/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,844(8) | | | | | | | | | | | | | | | | | | 200,000 | | |
M. Lee Reeves | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 98,175 | | | | | | 196,350 | | | | | | 392,700 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock | | | | | 3/21/2019 | | | | | | 3/21/2019 | | | | | | | | | | | | | | | | | | | | | | | | 6,291 | | | | | | 12,582 | | | | | | 25,164 | | | | | | 12,582(6) | | | | | | | | | | | | | | | | | | 266,990 | | |
Christopher N. Thomsen | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 79,568 | | | | | | 159,135 | | | | | | 278,486 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Restricted Stock | | | | | 3/21/2019 | | | | | | 3/21/2019 | | | | | | | | | | | | | | | | | | | | | | | | 5,726 | | | | | | 11,451 | | | | | | 20,039 | | | | | | 11,451(6) | | | | | | | | | | | | | | | | | | 242,990 | | |
| | | Restricted Stock | | | | | 12/17/2019 | | | | | | 12/17/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,101(9) | | | | | | | | | | | | | | | | | | 100,000 | | |
Martin D. Agard(10) | | | Annual Bonus Plan | | | | | | | | | | | | | | | | | 67,208 | | | | | | 268,830 | | | | | | 537,660 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Effective as of November 9, 2016, the Company entered into a general release agreement with Mr. Presley in connection with his termination of employment, which was an exhibit to Mr. Presley’s employment agreement. The employment agreement provided for separation pay in the amount of $740,515 and accrued but unused personal time off as of November 9, 2016, in the total gross amount of $34,247, which amounts were paid in 2016.
Letter Agreement with Dennis R. Knowles.
Letter Agreement with Martin D. Agard. At the time of his hire in September 2016,interim chief financial officer, we entered into ana Severance Agreement with Mr. Mulvaney, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Mulvaney’s severance arrangements from what was in his offer letter agreementagreement.
Letter Agreement with Gregory A. Whirley, Jr.M. Lee Reeves.
Letter In addition, in 2018, we entered into a Severance Agreement with Carl R. Daniels.Mr. Reeves, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Reeves’ severance arrangements from what was in his offer letter agreement.
Letter Agreement with Sandra C. Whitehouse.At the time of her hire, In addition, in 2018, we entered into ana Severance Agreement with Mr. Agard, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Agard’s severance arrangements from what was in his offer letter agreement with Ms. Whitehouse which set forth her base starting salary, other compensation matters in connection with her hire and certain initial terms relating to her employment.
Letter Agreement with Marco Q. Pescara.At the time of his hire, we entered into anagreement. Mr. Agard did not receive any benefits under this offer letter agreement with Mr. Pescara which set forth his base starting salary, other compensation mattersor Severance Agreement in connection with his hire and certain initial terms relating to his employment.
resignation on April 5, 2019.
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | ||||||||||||||||||
Dennis R. Knowles | — | 100,000 | (1) | 12.01 | 3/3/2026 | — | — | |||||||||||||||||
— | 52,287 | (2) | 15.31 | 8/1/2026 | — | — | ||||||||||||||||||
John M. Presley | 50,000 | (3) | — | 16.13 | 11/9/2025 | — | — | |||||||||||||||||
Martin D. Agard | — | 70,000 | (4) | 15.02 | 11/3/2026 | 11,651 | (4) | 183,387 | ||||||||||||||||
Gregory A. Whirley, Jr. | 9,343 | (5) | 28,032 | (5) | 12.86 | 8/10/2025 | 4,374 | (5) | 68,847 | |||||||||||||||
— | 12,500 | (1) | 12.01 | 3/3/2026 | 6,244 | (1) | 98,281 | |||||||||||||||||
Carl R. Daniels | 18,051 | (6) | — | (6) | 16.75 | 11/17/2021 | — | — | ||||||||||||||||
5,073 | (7) | 1,691 | (7) | 60.70 | 3/1/2023 | 258 | (7) | 4,061 | ||||||||||||||||
1,618 | (8) | 1,619 | (8) | 107.28 | 3/1/2024 | 234 | (8) | 3,683 | ||||||||||||||||
2,702 | (9) | 8,109 | (9) | 51.86 | 3/1/2025 | 1,266 | (9) | 19,927 | ||||||||||||||||
— | — | — | — | 9,072 | (5) | 142,793 | ||||||||||||||||||
— | (1) | 14,583 | (1) | 12.01 | 3/3/2026 | 7,285 | (1) | 114,666 | ||||||||||||||||
Sandra C. Whitehouse | 4,382 | (10) | 1,461 | (10) | 93.68 | 7/29/2023 | — | — | ||||||||||||||||
1,618 | (8) | 1,619 | (8) | 107.28 | 3/1/2024 | 234 | (8) | 3,683 | ||||||||||||||||
1,544 | (9) | 4,633 | (9) | 51.86 | 3/1/2025 | 723 | (9) | 11,380 | ||||||||||||||||
— | — | — | — | 5,184 | (5) | 81,596 | ||||||||||||||||||
— | 12,500 | (1) | 12.01 | 3/3/2026 | 6,244 | (1) | 98,281 | |||||||||||||||||
Marco Q. Pescara | 5,073 | (7) | 1,691 | (7) | 60.70 | 3/1/2023 | 258 | (7) | 4,061 | |||||||||||||||
2,023 | (8) | 2,024 | (8) | 107.28 | 3/1/2024 | 292 | (8) | 4,596 | ||||||||||||||||
1,930 | (9) | 5,792 | (9) | 51.86 | 3/1/2025 | 904 | (9) | 14,229 | ||||||||||||||||
9,343 | (5) | 28,032 | (5) | 12.86 | 8/10/2025 | 4,374 | (5) | 68,847 |
Name | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercisable Options (#) Unexercised | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | |||||||||||||||||
Dennis R. Knowles(1) | | | | | 75,000(2) | | | | | | 25,000(2) | | | | | | 12.01 | | | | 3/3/2026 | | | | | — | | | | | | — | | |
| | | | | 39,215(3) | | | | | | 13,072(3) | | | | | | 15.31 | | | | 8/1/2026 | | | | | — | | | | | | — | | |
| | | | | 22,340(4) | | | | | | 22,340(4) | | | | | | 21.89 | | | | 5/5/2027 | | | | | 22,841(5) | | | | | | 223,157 | | |
| | | | | 6,467(6) | | | | | | 19,402(6) | | | | | | 23.31 | | | | 3/2/2028 | | | | | 36,867(7) | | | | | | 360,191 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 106,032(8) | | | | | | 1,035,933 | | |
Charles E. Tyson | | | | | 32,776(9) | | | | | | 65,552(9) | | | | | | 19.49 | | | | 8/3/2028 | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 29,688(10) | | | | | | 290,052 | | |
Name | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercisable Options (#) Unexercised | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | |||||||||||||||||
Nancy A. Walsh | | | | | —(11) | | | | | | 86,206(11) | | | | | | 8.59 | | | | 11/11/2029 | | | | | 43,655(11) | | | | | | 426,509 | | |
Timothy J. Mulvaney | | | | | 1,592(12) | | | | | | 1,592(12) | | | | | | 30.71 | | | | 11/3/2027 | | | | | 814(12) | | | | | | 7,953 | | |
| | | | | 1,034(13) | | | | | | 3,105(13) | | | | | | 23.31 | | | | 3/2/2028 | | | | | 1,609(13) | | | | | | 15,720 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 10,179(14) | | | | | | 99,449 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 24,844(15) | | | | | | 242,726 | | |
M. Lee Reeves | | | | | 12,510(16) | | | | | | 6,256(16) | | | | | | 36.49 | | | | 8/4/2027 | | | | | 4,796(17) | | | | | | 46,857 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 25,184(18) | | | | | | 246,048 | | |
Christopher N. Thomsen | | | | | 12,499(19) | | | | | | 4,167(19) | | | | | | 15.02 | | | | 11/3/2026 | | | | | 2,081(19) | | | | | | 20,331 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 22,902(20) | | | | | | 223,753 | | |
| | | | | — | | | | | | — | | | | | | — | | | | N/A | | | | | 10,101(21) | | | | | | 98,687 | | |
Martin D. Agard(22) | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | — | | | | | | — | | |
2019
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
Dennis R. Knowles | | | | | — | | | | | | — | | | | | | 3,351 | | | | | | 39,307 | | |
Charles E. Tyson | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nancy A. Walsh | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Timothy J. Mulvaney | | | | | — | | | | | | — | | | | | | 943 | | | | | | 9,995 | | |
M. Lee Reeves | | | | | — | | | | | | — | | | | | | 2,398 | | | | | | 20,815 | | |
Christopher N. Thomsen | | | | | — | | | | | | — | | | | | | 2,081 | | | | | | 18,958 | | |
Martin D. Agard | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Option Awards | Stock Awards | |||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||
Dennis R. Knowles | — | — | — | — | ||||||||||||
John M. Presley | — | — | — | — | ||||||||||||
Martin D. Agard | — | — | — | — | ||||||||||||
Gregory A. Whirley, Jr. | — | — | 1,458 | 23,153 | ||||||||||||
Carl R. Daniels | — | — | 5,330 | 80,917 | ||||||||||||
Sandra C. Whitehouse | — | — | 2,949 | 45,156 | ||||||||||||
Marco Q. Pescara | — | — | 2,161 | 31,020 |
John M. Presley. In connection with Mr. Presley’s resignation as presidentsuch benefit policy, plan or other arrangement; and Chief Executive Officer effective as of November 9, 2016,
Mr. Presley’s employment agreement providedprograms for certain benefits in connection with the termination of his employment with the Company in November 2016. Under his employment agreement, Mr. Presley received thetwelve (12) months following following his execution of the general release agreement:
Martin D. Agard. Under Mr. Agard’s offer letter agreement,the Severance Agreements, if he is terminated “without cause” within 18 monthswe terminate the executive’s employment other than for cause, death or disability, or the executive terminates employment for good reason, in either case during the term of his hire date, he will receive severance compensation of 52 weeks’ salary. If Mr. Agard’s employment had been terminated without cause as of December 31, 2016, this amount would have been $445,716, which includes certain group health insurance benefits pursuant to the terms of COBRA.
Gregory A. Whirley, Jr. Under Mr. Whirley’s offer letter agreement, if he is terminated without “cause” (as defined in his agreement) or resigns with “good reason” (as defined in his agreement), he would be entitled to salary continuation in the amount equivalent to his base salary in effect as of his termination date for 52 weeks, subject to standard payroll deductionsSeverance Agreement and withholdings. If within six months followinginside a change ofin control (as definedperiod and the relevant change in his agreement), Mr. Whirley’s employment is terminated bycontrol occurs, the Company without “cause” or he resigns with “good reason”, and he executes a release of claims, then heexecutive will be entitled to a lump sum severancethe benefits outlined in (ii)-(v) above and to the following:
Carl R. Daniels. In 2015, Mr. Daniels executed a severance benefit agreement, which entitles him to (i) 52 weeks of pay at his regular base rate at the time of such termination provided that he is terminated “without cause” (as defined in the severance benefit agreement)confidential waiver and (ii) if Mr. Daniels elects to continue health and dental insurance through COBRA continuation coverage, the Company agrees to pay, for a period of up to 52 weeks, a portion of the premium cost such that Mr. Daniels’ premium payment does not exceed what he would otherwise have paid if he were employedrelease agreement. Any breach by the Company at the timeexecutive of each such payment. If Mr. Daniels’ employment had been terminated without “cause” as of December 31, 2016, whether or not related to a change of control, this amount would have been $340,738, which includes certain group health insurance benefits pursuant to the terms of COBRA.
Sandra C. Whitehouse. In connection with Ms. Whitehouse’s resignation as Chief Human Resources Officer effective asthe executive’s Non-Compete Agreement will constitute a material breach of April 1, 2017,the Severance Agreement, resulting in the waiver or forfeiture of all rights to future payments and pursuantbenefits under the Severance Agreement and the requirement that the executive reimburse us for any compensation and benefits previously received by the executive under the Severance Agreement.
Marco Q. Pescara. Under Mr. Pescara’s offer letter agreement, if he is terminated other than for “cause” (as defined in his agreement), he would be entitled to receive a severance payment equal to one year’s base salary and bonus. If Mr. Pescara’s employment had been terminated other than for “cause” as of December 31, 2016, this amount would have been $693,805.
In addition to the payments and benefits described above, the agreements pursuant to which equity awards have been granted to the named executive officers contain provisions for accelerated vesting (i) upon a change in control of the Company or (ii) upon a change in control of the Company and the termination of the named executive officer’s employment with the Company (or any related company) for “good reason” or such termination is not a “termination for cause”, depending on the award agreement applicable to a particular equity award.
Name | Unvested Stock Options at 12/31/2016(1) (#) | Exercise Price of Unvested Stock Options ($) | Unvested Stock Awards at 12/31/2016(1) (#) | Total Value of Stock Options or Award that may Accelerate Upon Change in Control ($)(2) | ||||||||||||
Dennis R. Knowles | 100,000 | 12.01 | — | 373,000 | ||||||||||||
52,287 | 15.31 | — | 22,483 | |||||||||||||
John M. Presley | — | — | — | — | ||||||||||||
Martin D. Agard | 70,000 | 15.02 | — | 50,400 | ||||||||||||
— | — | 11,651 | 183,387 | |||||||||||||
Gregory A. Whirley Jr. | 28,032 | 12.86 | — | 80,732 | ||||||||||||
12,500 | 12.01 | — | 46,625 | |||||||||||||
— | — | 10,618 | 167,127 | |||||||||||||
Carl R. Daniels | 14,583 | 12.01 | — | 54,395 | ||||||||||||
— | — | 18,115 | 285,130 | |||||||||||||
Sandra C. Whitehouse | 12,500 | 12.01 | — | 46,625 | ||||||||||||
— | — | 12,385 | 194,940 | |||||||||||||
Marco Q. Pescara | 28,032 | 12.86 | — | 80,732 | ||||||||||||
— | — | 5,828 | 91,733 |
Name | | | Cash Severance ($)(1) | | | Health and Welfare Benefits ($) | | | Benefit Policy(2) ($) | | | Unvested Stock Options at 12/31/2019(3) (#) | | | Exercise Price of Unvested Stock Options ($) | | | Unvested Stock Awards at 12/31/2019(3) (#) | | | Total Value of Stock Options or Award that may Accelerate Upon Change in Control ($)(4) | | | Total Value of Benefits Provided Upon Termination and Change of Control ($) | | ||||||||||||||||||||||||
Dennis R. Knowles | | | | | 1,971,205 | | | | | | 19,067 | | | | | | 71,802 | | | | | | 25,000 | | | | | | 12.01 | | | | | | — | | | | | | — | | | | | | 3,681,355 | | |
| | | | | | | | | | | | | | | | | | | | | | | 13,072 | | | | | | 15.31 | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 22,342 | | | | | | 21.89 | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 22,841 | | | | | | 223,157 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 19,402 | | | | | | 23.31 | | | | | | — | | | | | | — | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 36,867 | | | | | | 360,191 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 106,032 | | | | | | 1,035,933 | | | | | | | | |
Charles E. Tyson | | | | | 1,003,116 | | | | | | 14,300 | | | | | | 49,520 | | | | | | 65,552 | | | | | | 19.49 | | | | | | — | | | | | | — | | | | | | 1,356,988 | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 29,688 | | | | | | 290,052 | | | | | | | | |
Nancy A. Walsh | | | | | 813,971 | | | | | | 32,959 | | | | | | 48,076 | | | | | | 86,206 | | | | | | 8.59 | | | | | | 43,655 | | | | | | 528,232 | | | | | | 1,423,238 | | |
Timothy J. Mulvaney | | | | | 526,765 | | | | | | 32,959 | | | | | | 28,846 | | | | | | 1,594 | | | | | | 30.71 | | | | | | 814 | | | | | | 7,953 | | | | | | 954,418 | | |
| | | | | | | | | | | | | | | | | | | | | | | 3,105 | | | | | | 23..31 | | | | | | 1,609 | | | | | | 15,720 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 35,023 | | | | | | 342,175 | | | | | | | | |
M. Lee Reeves | | | | | 714,657 | | | | | | 20,443 | | | | | | 37,760 | | | | | | 6,256 | | | | | | 36.49 | | | | | | 4,796 | | | | | | 46,857 | | | | | | 1,065,569 | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 25,164 | | | | | | 245,852 | | | | | | | | |
Christopher N. Thomsen | | | | | 579,206 | | | | | | 20,443 | | | | | | 30,602 | | | | | | 4,167 | | | | | | 15.02 | | | | | | 2,081 | | | | | | 20,331 | | | | | | 973,021 | | |
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 33,003 | | | | | | 322,439 | | | | | | | | |
Name | | | Cash Severance ($)(1) | | | Health and Welfare Benefits ($) | | | Benefit Policy(2) ($) | | | Total Value of Benefits Provided Upon Termination Outside a Change of Control ($) | | ||||||||||||
Dennis R. Knowles | | | | | 1,224,455 | | | | | | 9,534 | | | | | | 71,802 | | | | | | 1,305,791 | | |
Charles E. Tyson | | | | | 745,616 | | | | | | 9,534 | | | | | | 49,520 | | | | | | 804,670 | | |
Nancy A. Walsh | | | | | 563,971 | | | | | | 21,972 | | | | | | 48,076 | | | | | | 634,019 | | |
Timothy J. Mulvaney | | | | | 376,765 | | | | | | 21,972 | | | | | | 28,846 | | | | | | 427,583 | | |
M. Lee Reeves | | | | | 518,307 | | | | | | 13,629 | | | | | | 37,760 | | | | | | 569,696 | | |
Christopher N. Thomsen | | | | | 420,071 | | | | | | 13,629 | | | | | | 30,602 | | | | | | 464,302 | | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (#) | | | Weighted-average Exercise Price of Outstanding Options and Rights ($) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) | | |||||||||
Equity Compensation Plans Approved by Security Holders | | | | | | | | | | | | | | | | | | | |
– 2007 Equity Compensation Plan(1)(2) | | | | | 25,621(3) | | | | | | 23.33(4) | | | | | | — | | |
– Amended and Restated 2011 Equity Compensation Plan(1)(5) | | | | | 693,845(6) | | | | | | 20.12(4) | | | | | | 2,509,865 | | |
Equity Compensation Plans Not Approved by Security Holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 719,466 | | | | | | 20.18(4) | | | | | | 2,509,865 | | |
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (#) | Weighted-average Exercise Price of Outstanding Options and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#) | ||||||||||
Equity Compensation Plans Approved by Security Holders | ||||||||||||
2004 Stock Option and Grant Plan(1)(2) | — | — | — | |||||||||
2006 Equity Plan for Non-Employee Directors(1)(3) | — | — | — | |||||||||
2007 Equity Compensation Plan(1)(4) | 58,387 | (5) | 21.24 | (6) | — | |||||||
Amended and Restated 2011 Equity Compensation Plan(1)(7) | 908,514 | (8) | 24.03 | (6) | 1,148,106 | |||||||
Equity Compensation Plans Not Approved by Security Holders | — | — | — | |||||||||
Total | 966,901 | 30.52 | (6) | 1,148,106 |
Element of Compensation | | | 2019 Compensation Amount(1) | | |||
Annual retainer | | | | $ | 140,000 | | |
Board Chair additional retainer | | | | $ | 100,000 | | |
Audit Committee Chair additional retainer | | | | $ | 20,000 | | |
Compliance and Regulatory Affairs Committee Chair additional retainer | | | | $ | 15,000 | | |
Compensation Committee Chair additional retainer | | | | $ | 12,500 | | |
Nominating and Corporate Governance Committee Chair additional retainer | | | | $ | 10,000 | | |
Audit Committee member additional retainer | | | | $ | 10,000 | | |
Compliance and Regulatory Affairs Committee member additional retainer | | | | $ | 10,000 | | |
Compensation Committee member additional retainer | | | | $ | 7,500 | | |
Nominating and Corporate Governance Committee member additional retainer | | | | $ | 5,000 | | |
Element of Compensation | 2017 Compensation Amount(1) | 2016 Compensation Amount | ||||||
Annual retainer | $ | 120,000 | $ | 110,000 | ||||
Board Chair additional retainer | $ | 100,000 | $ | 75,000 | ||||
Audit Committee Chair additional retainer | $ | 20,000 | $ | 15,000 | ||||
Compensation Committee Chair additional retainer | $ | 10,000 | $ | 7,500 | ||||
Compliance and Regulatory Affairs Committee Chair additional retainer | $ | 15,000 | $ | 10,000 | ||||
Nominating and Corporate Governance Committee Chair additional retainer | $ | 10,000 | $ | 5,000 | ||||
Audit Committee member additional retainer | $ | 10,000 | $ | 7,500 | ||||
Compensation Committee member additional retainer | $ | 7,500 | $ | 3,750 | ||||
Compliance and Regulatory Affairs Committee member additional retainer | $ | 10,000 | $ | 5,000 | ||||
Nominating and Corporate Governance Committee member additional retainer | $ | 5,000 | $ | 2,500 |
In 2016,
clawback as may be required by any applicable law, government regulation or stock exchange listing requirement (or any policy adopted by us pursuant to any such law, government regulation or stock exchange listing requirement).
During 2016,Through March 2019, when the Special Committee was dissolved, Ms. Taylor served as the chairperson of the Special Committee and the Demand Review Committee. The other members of the Special Committee and Demand Review Committee were Messrs. Roper and Wade. The compensation to be paid to Ms. Taylor for serving as the chairperson of the Special Committee and the Demand Review
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Total ($) | | |||||||||
W. Stephen Cannon(3) | | | | | 42,500 | | | | | | — | | | | | | 42,500 | | |
Terri Funk Graham(4) | | | | | 70,007 | | | | | | 79,994 | | | | | | 150,001 | | |
David A. Levin(5) | | | | | 79,982 | | | | | | 79,994 | | | | | | 159,976 | | |
Douglas T. Moore(4) | | | | | 77,506 | | | | | | 79,994 | | | | | | 157,500 | | |
Famous P. Rhodes(4) | | | | | 77,506 | | | | | | 79,994 | | | | | | 157,500 | | |
Martin F. Roper(6) | | | | | 159,475 | | | | | | 79,994 | | | | | | 239,469 | | |
Nancy M. Taylor(7) | | | | | 233,760 | | | | | | 129,990 | | | | | | 363,750 | | |
Jimmie L. Wade(4)(8) | | | | | 164,006 | | | | | | 79,994 | | | | | | 244,000 | | |
Name | Stock Awards(1) ($) | Other Compensation(2) ($) | Total ($) | |||||||||
Macon F. Brock, Jr.(3) | — | — | — | |||||||||
W. Stephen Cannon(4) | 127,497 | 18,082 | 145,579 | |||||||||
Douglas T. Moore(5) | 120,000 | — | 120,000 | |||||||||
Peter B. Robinson(6) | 118,738 | — | 118,738 | |||||||||
Martin F. Roper(7) | 165,972 | — | 165,972 | |||||||||
Thomas D. Sullivan | — | 371,592 | 371,592 | |||||||||
Nancy M. Taylor(8) | 371,235 | 60,000 | 431,235 | |||||||||
Jimmie L. Wade(9) | 161,480 | 7,000 | 168,480 |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||
5% or Greater Owners | ||||||||
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10022 | 3,554,085 | 12.5 | % | |||||
T. Rowe Price Associates, Inc.(4) 100 E. Pratt Street Baltimore, MD 21202 | 2,440,172 | 8.6 | % | |||||
The Vanguard Group(5) 100 Vanguard Boulevard Malvern, PA 19355 | 2,170,654 | 7.6 | % | |||||
Directors and Executive Officers | ||||||||
Martin D. Agard | 11,651 | * | ||||||
W. Stephen Cannon(6) | 10,714 | * | ||||||
Carl R. Daniels(7) | 67,079 | * | ||||||
Mark Gronemeyer | 6,140 | * | ||||||
Dennis R. Knowles(8) | 25,000 | * | ||||||
Douglas T. Moore(9) | 20,882 | * | ||||||
Marco Q. Pescara(10) | 53,778 | * | ||||||
John M. Presley | 50,989 | * | ||||||
Peter B. Robinson(11) | 28,676 | * | ||||||
Martin F. Roper(12) | 80,510 | * | ||||||
Susan Starnes | 6,657 | * | ||||||
Nancy M. Taylor(13) | 44,471 | * | ||||||
Chris Thomsen | 8,322 | * | ||||||
Jimmie L. Wade(14) | 30,934 | * | ||||||
Gregory A. Whirley, Jr(15) | 27,062 | * | ||||||
Sandra C. Whitehouse(16) | 31,075 | * | ||||||
Jill Witter | 28,530 | * | ||||||
All executive officers and directors as a group (17 persons) | 532,470 | 1.9 | % |
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class(2) | | ||||||
5% or Greater Owners | | | | | | | | | | | | | |
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10022 | | | | | 4,594,080 | | | | | | 16.0% | | |
The Vanguard Group(4) 100 Vanguard Boulevard Malvern, PA 19355 | | | | | 1,838,810 | | | | | | 6.4% | | |
T. Rowe Price Associates(5) 100 E. Pratt Street Baltimore, MD 21202 | | | | | 1,648,420 | | | | | | 5.7% | | |
Directors and Executive Officers | | | | | | | | | | | | | |
Martin D. Agard(6) | | | | | 12,113 | | | | | | * | | |
Terri Funk Graham | | | | | 9,612 | | | | | | * | | |
Dennis R. Knowles(7) | | | | | 143,846 | | | | | | * | | |
David A. Levin | | | | | 20,920 | | | | | | * | | |
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class(2) | | ||||||
Douglas T. Moore | | | | | 27,528 | | | | | | * | | |
Timothy J. Mulvaney(8) | | | | | 46,199 | | | | | | * | | |
M. Lee Reeves(9) | | | | | 62,572 | | | | | | * | | |
Famous P. Rhodes | | | | | 10,113 | | | | | | * | | |
Martin F. Roper | | | | | 120,627 | | | | | | * | | |
Nancy M. Taylor | | | | | 62,399 | | | | | | * | | |
Christopher N. Thomsen(10) | | | | | 44,667 | | | | | | * | | |
Charles E. Tyson | | | | | 30,655 | | | | | | * | | |
Jimmie L. Wade | | | | | 41,673 | | | | | | * | | |
Nancy A. Walsh | | | | | 51,690 | | | | | | * | | |
All executive officers and directors as a group (14 persons)(11) | | | | | 684,614 | | | | | | 2.4% | | |
Reports
As of
2020 to be lower, given the expiration of the Toano lease.
| | | 2019 | | | 2018 | | ||||||
Audit Fees | | | | $ | 1,485,550 | | | | | $ | 1,595,000 | | |
Audit-Related Fees | | | | | 3,600 | | | | | | 4,340 | | |
Tax Fees | | | | | 77,776 | | | | | | 207,500 | | |
Total Fees | | | | $ | 1,566,926 | | | | | $ | 1,806,840 | | |
2015 | 2016 | |||||||
Audit Fees | $ | 1,832,685 | $ | 1,820,000 | ||||
Audit-Related Fees | 53,500 | 13,500 | ||||||
Tax Fees | 163,250 | 220,000 | ||||||
Total Fees | $ | 2,049,435 | $ | 2,053,500 |
Audit fees:fees: The aggregate amount of fees billed to us by Ernst & Young for professional services rendered in connection with the audits of our annual consolidated financial statements and our international subsidiaries, the reviews of the consolidated financial statements for the fiscal quarters during the year and accounting consultations that relate to the audited consolidated financial statements and are necessary to comply with auditing standards.
Management has the primary responsibility for the preparation of our 20162019 consolidated financial statements and the overall reporting process, including the systems of internal control over financial reporting, and has represented to the Audit Committee that our 20162019 consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. In accordance with the requirements established by the PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” these discussions included, among other things, a review of significant accounting policies, their application and estimates, and the independent registered public accounting firm’s judgment about our internal controls and the quality of our accounting practices.
Dated: March 27, 2017
Stockholders.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Compensation Committee of the Board and will not be construed as overruling a decision by the Compensation Committee, the Board or the Company. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement,Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
Pursuant to the SEC’s rules, we include an advisory resolution subject to a non-binding stockholder vote to approve the compensation of our named executive officers in the proxy materials for a meeting of stockholders where executive compensation disclosure is required by the SEC rules. The approval of this resolution is included as Proposal Three in this Proxy Statement.
We request your vote to determine whether this non-binding advisory stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years.
We believe that a non-binding stockholder vote on executive compensation should occur every year. We believe that a one-year frequency provides the highest level of accountability and communication by enabling the non-binding stockholder vote to approve the compensation of our named executive officers to correspond with the most recent executive compensation information presented in our proxy statement for our annual meetings of stockholders.
We believe that providing the vote only every two or three years may prevent stockholders from communicating in a meaningful and coherent manner. For example, we may not know whether the stockholder vote approves or disapproves of compensation for the reporting period or the compensation for previous reporting periods or both. As a result, it could be difficult to discern the implications of the stockholder vote. We will continue to evaluate the appropriate frequency for the stockholder advisory vote on executive compensation.
If the non-binding vote on executive compensation occurs every year, a resolution subject to the non-binding stockholder vote to approve the compensation of our named executive officers will be presented in the proxy materials for the 2018 Annual Meeting of Stockholders.
For the reasons stated above, the Board recommends a vote FOR a one-year frequency for the non-binding advisory stockholder vote to approve the compensation of our named executive officers. Note that stockholders are not voting to approve or disapprove the recommendation of the Board with respect to this proposal. Instead, each proxy card provides four choices with respect to this proposal: a one, two or three year frequency or stockholders may abstain from voting on the proposal.
Your vote on this proposal will be non-binding on us and the Board and will not be construed as overruling a decision by us or the Board. Your vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for us or the Board. However, the Board values the opinions that our stockholders express in their votes and will consider the outcome of the vote when making future compensation decisions, as it deems appropriate.
The Board of Directors recommends that you vote for aONE YEAR frequency for the non-binding advisory vote toapprove the compensation of our named executive officers.
9, 2020.