| | | | By order of the Board of Directors | |
| | | | | |
| | | | John L. Villano, CPA Chairman of the Board and Chief Executive Officer | |
| IMPORTANT: | | | IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. | |
Name | | | Age | | | Position | |
John L. Villano | | | | | Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President and Treasurer | | |
Leslie Bernhard(1) | | | | | Director | | |
Arthur Goldberg | | | | | Director | | |
Brian Prinz | | | | | Director | |
Name | | Age | | Capacity in Which Served | | In Current Position Since | | | Age | | Capacity in Which Served | | In Current Position Since | | ||||||
John L. Villano(1) | | 61 | | Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President and Treasurer | | 2017 | | | 62 | | Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President and Treasurer | | 2017 | | ||||||
Peter J. Cuozzo | | 60 | | Executive Vice President and Chief Operating Officer | | 2020 | | |||||||||||||
William C. Haydon | | 54 | | Chief Investment Officer and Director of Investor Relations | | May 2021 | | | 55 | | Chief Investment Officer and Director of Investor Relations | | May 2021 | |
Name | | Fees Earned or Paid in Cash ($) | | Stock Awards($)(1) | | Total ($) | | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | ||||||||||||||||||||||||
Leslie Bernhard | | | $ | 35,000 | | | | $ | 10,300 | | | | $ | 45,300 | | | | | $ | 65,000 | | | | $ | 28,800 | | | | $ | 93,800 | | | ||||||
Arthur Goldberg | | | $ | 37,500 | | | | $ | 10,300 | | | | $ | 47,800 | | | | | $ | 67,500 | | | | $ | 28,800 | | | | $ | 96,300 | | | ||||||
Brian Prinz | | | $ | 32,500 | | | | $ | 10,300 | | | | $ | 42,800 | | | | | $ | 70,000 | | | | $ | 28,800 | | | | $ | 98,800 | | |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Total ($) | | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(1) ($) | | Total ($) | | |||||||||||||||||||||||||||||||||
John L. Villano Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director | | | | 2020 2019 | | | | $ $ | 360,000 360,000 | | | | | — — | | | | $ $ | 360,000 360,000 | | | | | 2021 | | | $ | 500,000 | | | | $ | 250,000 | | | | $ | 500,000(2) | | | | $ | 1,250,000 | | | ||||||||
John L. Villano Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Treasurer and Director | | 2020 | | | $ | 360,000 | | | | | — | | | | | — | | | | $ | 360,000 | | | ||||||||||||||||||||||||||||||
| | | 2020 | | | | $ | 175,000 | | | | | — | | | | $ | 175,000 | | | | | 2021 | | | $ | 250,000 | | | | | — | | | | $ | 25,000(3) | | | | $ | 275,000 | | | |||||||||
Peter J. Cuozzo* Executive Vice President and Chief Operating Officer | | 2020 | | | $ | 129,808 | | | | $ | 25,000 | | | | | — | | | | $ | 154,808 | | | ||||||||||||||||||||||||||||||
| 2021 | | | $ | 168,269 | | | | $ | 25,000 | | | | | — | | | | $ | 193,269 | | |
Name | | | Stock Awards | | |||||||||
| Number of Common Shares or units of stock that have not vested (#) | | | Market value of Common Shares or units of stock that have not vested ($)(1) | | ||||||||
John L. Villano | | | | | 89,928(2) | | | | | $ | 525,179 | | |
Peter J. Cuozzo | | | | | 4,753(2) | | | | | $ | 27,757 | | |
Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | | ||||||||||||||||||
Equity compensation plans approved by security holders | | | | 0 | | | Not applicable | | | | 1,462,116 | | | | | | 0 | | | Not applicable | | | | 1,352,435 | | | ||||||
Total | | | | 0 | | | Not applicable | | | | 1,462,116 | | | | | | 0 | | | Not applicable | | | | 1,352,435 | | |
Name of Beneficial Owner(1) | | | Number of Common Shares Beneficially Owned(2) | | | Percentage of Class(3) | | ||||||
Executive Officers and Directors | | | | | | | | | | | | | |
John L. Villano(4) | | | | | 1,337,324 | | | | | | 4.72% | | |
Leslie Bernhard | | | | | 4,889 | | | | | | * | | |
Arthur L. Goldberg | | | | | 17,628 | | | | | | * | | |
Brian A. Prinz(5) | | | | | 361,943 | | | | | | 1.28% | | |
Peter J. Cuozzo | | | | | 23,347 | | | | | | * | | |
All officers and directors as a group (5 persons) | | | | | 1,738,304 | | | | | | 6.16% | | |
Greater than 5% Shareholders | | | | | | | | | | | | | |
Jeffrey C. Villano(6) | | | | | 1,477,190 | | | | | | 5.22% | | |
Name of Beneficial Owner(1) | | | Number of Common Shares Beneficially Owned(2) | | | Percentage of Class(3) | | ||||||
Executive Officers and Directors | | | | | | | | | | | | | |
John L. Villano(4) | | | | | 1,428,922 | | | | | | [ ]% | | |
Leslie Bernhard(5) | | | | | 5,625 | | | | | | * | | |
Arthur L. Goldberg(5) | | | | | 22,628 | | | | | | * | | |
Brian A. Prinz(5) | | | | | 366,943 | | | | | | [ ]% | | |
William C. Haydon | | | | | 18,000 | | | | | | * | | |
All officers and directors as a group (5 persons) | | | | | 1,842,118 | | | | | | [ ]% | | |
| | 2020 | | 2019 | | | 2021 | | 2020 | | ||||||||||||||||
Audit fees | | | $ | 181,500 | | | | $ | 168,800 | | | | | $ | 228,000 | | | | $ | 181,500 | | | ||||
Audit related fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Tax fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
All other fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Total fees | | | $ | 181,500 | | | | $ | 168,800 | | | | | $ | 228,000 | | | | $ | 181,500 | | |