DEF 14A of Weis Markets Inc
Filed Mar 14, 2024 · FY20230000105418-24-000018
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company believes that the proposed nominees for election as directors are willing to be elected as such, and it is intended that the person or persons named in the accompanying form of proxy or their substitutes will vote for the election of these nominees, unless specifically instructed to the contrary on the form of proxy. However, if any nominee, at the time of the election, is unable or unwilling to serve, or is otherwise unavailable for election, and in consequence other nominees are designated, the person or persons named in the proxy or their substitutes shall have discretion or authority to vote or refrain from voting in accordance with their judgment on the other nominees. The Company requires its directors to possess the experience and skills necessary to oversee the management of the Company in the interest of the Company and its shareholders. The Board will consider for nomination a candidate who:
ELECTION OF DIRECTORS
| ● | has the highest personal and professional ethics, integrity and values; |
ELECTION OF DIRECTORS
| ● | consistently exercises sound and objective business judgment; |
ELECTION OF DIRECTORS
| ● | has significant appropriate senior management and leadership experience; |
ELECTION OF DIRECTORS
| ● | is able and willing to devote the required amount of time to the Company’s affairs, including attendance at Board meetings, Board committee meetings and annual shareholder meetings; and |
ELECTION OF DIRECTORS
| ● | will be committed to building sound, long-term Company growth. |
ELECTION OF DIRECTORS
When considering a person to be recommended for re-nomination as a director, the Board will consider, among other factors, the attendance, preparedness, participation and candor of the individual as well as the individual’s satisfaction of the above-mentioned criteria. The Board believes the current Board members meet these criteria to effectively serve the Company. The description of each nominee set forth below includes biographical information, on a director by director basis, which highlights the specific experience, background and education of each nominee that led the Board to conclude each director should serve on the Board. The Board recommends a vote “FOR” the election of the nominees named below, each of whom has consented to be named as a nominee and to serve if elected. All of the nominees were elected to the Board at the 2023 Annual Meeting. The following table and accompanying footnotes set forth information about each Board nominee as of March 14, 2024:
ELECTION OF DIRECTORS
| | Principal Occupation and any | | | | | Position with the Company; | | Director | | Name | Other Reporting Company Directorships | Age | Since | | Jonathan H. Weis(1) | Chairman, President and Chief Executive Officer | 56 | 1996 | | Harold G. Graber(2) | Former Senior Vice President of Real Estate and Development and Secretary | 68 | 2011 | | Dennis G. Hatchell(3) | Founder and Manager Hatchellco, LLC | 74 | 2015 | | Edward J. Lauth III(4) | Chief Executive Officer Shaner Capital, L.P. | 69 | 2012 | | Gerrald B. Silverman(5) | Founder and Principal Jammen82, LLC | 65 | 2010 |
ELECTION OF DIRECTORS
| (1) Jonathan H. Weis. Mr. Weis joined the Company in 1989. Mr. Weis served the Company as Vice President of Property Management and Development from 1996 until April 2002, at which time he was appointed as Vice President and Secretary. In January of 2004, the Board appointed Mr. Weis as Vice Chairman and Secretary. Mr. Weis became the Company’s interim President and Chief Executive Officer in September 2013 and was appointed as President and Chief Executive Officer in February 2014. The Board elected Mr. Weis as Chairman of the Board in April 2015. |
ELECTION OF DIRECTORS
Mr. Weis has been employed by the Company for almost 35 years. Throughout his employment, he has acquired diverse and extensive experience with the Company in the areas of real estate, property management, procurement, merchandising and store operations. This experience provides him with a vision for the Company’s future as well as in-depth knowledge of the operational risks facing the Company. His position as CEO also allows him to provide essential insight and guidance to the Board from an inside perspective of the day-to-day operations.
ELECTION OF DIRECTORS
| (2) Harold G. Graber. Mr. Graber joined the Company in 1989 as its Director of Real Estate, after spending 12 years in real estate/store development with a Mid-West retailer. Mr. Graber has served the Company as Vice President for Real Estate since 1996 and in February 2010, was promoted to Senior Vice President of Real Estate and Development. In February 2014, Mr. Graber also became Secretary of the Company. In February 2024, Mr. Graber announced his retirement from the Company, effective February 29, 2024. Upon Mr. Graber’s retirement announcement, John F. O’Hara was promoted to Senior Vice President of Legal Affairs and Real Estate, Assistant Secretary and Kurt A. Schertle was elected as Secretary of the Company upon Mr. Graber’s retirement effective February 29, 2024. |
ELECTION OF DIRECTORS
Mr. Graber was employed by the Company for almost 35 years. Throughout his employment, he acquired diverse and extensive experience with the Company for real estate and development strategy, which provides the Board with a valuable perspective.
ELECTION OF DIRECTORS
| (3) Dennis G. Hatchell. Mr. Hatchell founded Hatchellco, LLC (a consulting firm specializing in corporate strategy and merger monitoring) in 2015 and serves as the Manager of such company. Mr. Hatchell served as President and Chief Operating Officer and a director of The Pantry Inc. (a chain of convenience stores) from March 2012 until March 2015. Previously, he was Vice Chairman of Alex Lee Inc. (a food retail and distribution company) headquartered in Hickory, North Carolina, which is a holding company of Lowe’s Food Stores, Merchants Distributors, Inc. and Institution Food House. He served as President and Chief Operating Officer of Alex Lee Inc. from 1995 to 2012; President of Lowes Food Stores, Inc., a division of Alex Lee Inc., from 1989 to 1995; Group Vice President of Merchandising and Store Operations from 1986 to 1989 for H.E. Butt Grocery Company in San Antonio, Texas; and President of Merchants Distributors, Inc., from 1980 to 1986. Mr. Hatchell was with Western Grocers (Super Valu) in Denver, Colorado from 1972 to 1980 serving in several positions rising to Vice President, General Manager. Mr. Hatchell currently serves on the Board of Directors at Mt. Olive Pickle Company, Inc. Previously he served as Chairman of the Board of Directors at the National Association of Wholesaler-Distributors (NAW) and was also a member of the Wake Forest University Schools of Business Board until November 2019. |
ELECTION OF DIRECTORS
Mr. Hatchell’s extensive operational experience related to grocery and convenience store retailing, logistics, as well as his direct financial oversight of The Pantry Inc. and Alex Lee Inc. give him insight into the specific challenges and risks faced by the grocery industry, which provides an important perspective as well as industry experience that is vital to the Board.
ELECTION OF DIRECTORS
| (4) Edward J. Lauth III. Mr. Lauth has served as Chief Executive Officer of Shaner Capital, L.P. since 2011. Shaner has interests in energy parks and real estate development in Pennsylvania. In addition, Mr. Lauth served as an advisor to Hydro Recovery (frac water treatment) in Blossburg, Pennsylvania. Since 2004 Mr. Lauth has also served as Managing General Partner of Governor’s Harbour Resort & Marina, Ltd., which was formed by Mr. Lauth in 2004 to develop 200 acres on the island of Eleuthera in the Bahamas. As an entrepreneur and businessman, Mr. Lauth founded AquaPenn Spring Water Company in 1988, which went public (APN: NYSE) in 1998 and was later acquired by Group Danone in 1999. Mr. Lauth was the developer of Baby’s Burgers and Shakes, a landmark 1950’s diner, and two hi-rise residential and student condominium projects in State College, Pennsylvania. Mr. Lauth’s community service commitments include his positions as past Chairperson of the Centre County United Way and past Chairman of the Suzanne Pohland Paterno Student Faith Center at Penn State University. |
ELECTION OF DIRECTORS
Mr. Lauth has had an extensive career in sales, marketing and real estate development. This combined experience along with Mr. Lauth’s entrepreneurial skills provides the Board with a valuable perspective.
ELECTION OF DIRECTORS
| (5) Gerrald B. Silverman. Mr. Silverman founded Jammen82 LLC (a management consulting firm specializing in corporate organizational productivity and brand building) in 2019 and serves as the principal of the firm. Mr. Silverman served as Chief Executive Officer/President of Jewish Federations of North America from September 2009 until September 2019. Before joining The Jewish Federations, Mr. Silverman served as President of the Foundation for Jewish Camp, the only non-profit national organization dedicated to raising awareness and support of non-profit Jewish resident camps. For a decade before that, Mr. Silverman held a range of executive positions at the Stride Rite Corp. of Boston, including President of its International Division; President, Stride Rite Children’s Group; and President, Keds Corp. Between 1979 and 1994 Mr. Silverman held several senior executive positions at Levi Strauss & Co. in San Francisco, CA. Mr. Silverman also serves as a Director on the Board of the Harold Grinspoon Foundation. |
ELECTION OF DIRECTORS
Mr. Silverman is a highly experienced leader in the North American Jewish community and longtime corporate executive, with over 40 years of experience. Mr. Silverman’s extensive executive level management background within other retail industries is a valuable resource for the Board.
Use of Comparable Data in Setting Executive Compensation Levels
Use of Comparable Data in Setting Executive Compensation Levels The Company is engaged in a highly competitive industry. As a result, the Compensation Committee annually examines compensation levels and trends in the labor market as part of its process in establishing compensation for the Company’s NEOs. The executive management team and the Compensation Committee regularly review publicly available survey data and proxy statements related to general industry executive compensation and peer company compensation programs. Periodically, the Compensation Committee engages consulting firms specializing in compensation and benefits to assist in evaluating the compensation package that the Company provides to its NEOs. In connection with its consideration of 2022 compensation, the Compensation Committee decided to hire WTW as a compensation consultant, and reviewed the services provided by WTW with respect to executive compensation. WTW utilized its 2022 Compensation Data Bank (CDB) Retail/Wholesale Executive Compensation Survey to benchmark the total compensation for the Company’s then NEOs. The following is a list of the companies included in the 2022 survey:
Use of Comparable Data in Setting Executive Compensation Levels
WTW also assessed the competitiveness of the Company’s executive compensation program by developing a peer group of nine public companies of similar size and business profiles to the Company, to benchmark total compensation for the Company’s then NEOs. The following companies were included in the Peer Group:
Use of Comparable Data in Setting Executive Compensation Levels
WTW provided a briefing on current trends within the retail industry with respect to types of long-term incentives offered and eligibility for such programs, and typical practices with respect to the number and relative mix of vehicles (stock options, restricted stock, performance shares, and/or cash-based long-term incentives). WTW concluded, with respect to Company compensation at the beginning of 2022, that on average, the Company executives’ base salaries are positioned at market median (within 10% of) at the 50th percentile. In general, the Company’s long-term incentive opportunities were positioned below or at the market median and the program structures of its incentive compensation programs were not similar to market. In general, the Company’s total executive compensation program positioned at the market median. The Committee considered the WTW reports in its compensation determinations for salaries and incentive awards, and in its modification of certain incentive programs in 2023 as discussed below. The Company competes with many larger companies for top executive-level talent. It generally sets compensation for NEOs at the 75th percentile of compensation paid to similarly situated executives. Variations to the base salary component may occur because of the individual’s experience level, job responsibilities and market factors. The Compensation Committee also realizes that a primary difference between the Company’s executive compensation program and some of its peers’ compensation programs is the absence of an equity-based incentive plan. This fact is strongly considered when evaluating discretionary contributions to the Supplemental Executive Retirement Plan (“SERP”) for the NEOs.
2023 Executive Compensation Components
| ● | Non-Equity Incentive Plan |
2023 Executive Compensation Components
| ● | Chief Executive Officer Incentive Award Plan |
2023 Executive Compensation Components
| ● | Long Term Incentive Plan |
2023 Executive Compensation Components
Base Salary: The base salary component of the executive compensation program provides the foundation for a fair and competitive compensation package. Although the Compensation Committee generally intends to set compensation for NEOs at the 75th percentile of compensation paid to similarly situated executives, the Compensation Committee has the discretion to deviate from the 75th percentile of the compensation surveys as it may determine in its discretion. The determination of base salaries is generally independent of the decisions regarding other elements of compensation, but some of the other elements of the compensation program are dependent on base salary, to the extent they are expressed as percentages of base salary. In setting base salaries, the Compensation Committee considers each NEOs’ job responsibilities, value-added contributions to the Company and tenure. Based on consideration of the criteria discussed above and the overall financial and operational success of the Company in 2023, the Compensation Committee made the decision to provide salary increases of between 4.0% and 15.0%, to the NEOs, with base salaries earned in 2023 reflected below in the Summary Compensation Table. Non-Equity Incentive Plan: The Company’s executive compensation program includes an annual non-equity incentive plan designed to reward certain key associates, including the NEOs, for meeting specific financial objectives. The Compensation Committee administers the Non-Equity Incentive Plan for management to provide the short-term incentive compensation element of the executive compensation program. This short-term incentive is a cash-based performance incentive program designed to motivate and reward key associates for their contributions to factors and business goals that the Company believes drive its earnings and create shareholder value. Incentive payout targets are established by job level within the Company as a percentage of base salary, and actual payouts are based on achievement of budgeted net sales and operating income targets as approved by the Board annually. Actual Non-Equity Incentive Plan compensation amounts earned by the NEOs are reflected in the “Summary Compensation Table” for the year earned. The amounts which each NEO could have earned for fiscal 2023 based on performance at the threshold, target and maximum levels are shown in the “Grants of Plan-Based Awards” table below. The grant date for the Non-Equity Incentive Plan for the NEOs commenced on January 1, 2023. Additionally, Mr. Zeh’s non-equity incentive plan was adjusted on April 1, 2023, which is disclosed throughout the Company’s Proxy Statement. Mr. Weis, Mr. Schertle, Mr. Lockard, Mr. Graber and Mr. Zeh can earn up to 225%, 150%, 90%, 75% and 86.25%, respectively, of their base salary in the Non-Equity Incentive Plan. The incentive targets for Mr. Weis, Mr. Schertle, Mr. Lockard, Mr. Graber and Mr. Zeh are 150%, 100%, 60%, 50% and 57.5%, respectively, of their base salary. For fiscal 2023, 30% of the incentive award was based upon achievement of the budgeted total Company net sales and 70% of the incentive award was based upon achievement of the budgeted total Company operating income for the NEOs. Company operating income was defined as U.S. GAAP “Operating Income.” Threshold, target and maximum hurdles were established for the budgeted net sales category, which allowed each NEO to earn 0%, 100% and 150%, respectively, of their total incentive award for achieving the specified results within the net sales category. Threshold, target and maximum hurdles were established for the operating income category, which allowed each NEO to earn 0%, 100% and 150%, respectively, of their total incentive award for achieving the specified results within the operating income category. For achieving 97% through 103% of the budgeted net sales target, the NEOs can earn 0% to 150% of the net sales incentive award. For achieving 95% through 110% of the budgeted operating income, the NEOs can earn 0% to 150% of the operating income incentive award. The threshold, target and maximum hurdles for net sales in fiscal 2023 were equal to a net sales result of $4.5 billion, $4.7 billion and $4.8 billion, respectively. The threshold, target and maximum hurdles for the operating income in fiscal 2023 were equal to an operating income result of $120.5 million, $126.9 million and $139.6 million, respectively. The Company achieved 100.56% of the total budgeted net sales earning the NEOs 32.8% of their incentive targets (30% net sales multiplied by 109.3% earned). The Company achieved 110.3% of total budgeted operating income, earning the NEOs 150% of their incentive targets (70% operating income multiplied by 150% earned). The NEOs earned 137.8% of their total incentive targets in fiscal 2023 (32.8% sales plus 105% operating income). Retirement Plans: The Company has a qualified defined contribution retirement plan, the Weis Markets, Inc. Retirement Savings Plan, covering substantially all associates. Once the NEOs annual earnings exceed the limitations imposed by Internal Revenue Service regulations for highly compensated employees, the NEOs have limited participation in the Retirement Savings Plan. Supplemental Executive Retirement Plan: Company contributions normally made to the qualified plans for the NEOs are credited instead to the SERP, an unfunded, nonqualified deferred compensation plan. The SERP account for each NEO is credited annually with the amount, if any, that would have been allocated to the participant’s qualified plans if they had not been excluded from participation in these qualified plans. Although the SERP is primarily a replacement retirement plan, the Compensation Committee may at any time recommend to the Board discretionary amounts to be credited to the account(s) of one or more SERP participants. Substantial risk of benefit forfeiture does exist for participants in the SERP. The SERP provides the participant with the ability to direct their investments into one or more of the investment options made available through the SERP. Contributions to the SERP are determined in the same manner as contributions to participants in the Company’s qualified plans except for discretionary contributions. Contribution allocations and earnings for the two components of the SERP are computed as follows:
2023 Executive Compensation Components
The investment funds made available to the participants are managed by independent investment advisors. For more information regarding the Company’s retirement plans, please refer to the “Nonqualified Deferred Compensation” table below and Note 6 to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K. Chief Executive Officer Incentive Award Plan: On March 24, 2023, the Company entered into an Employment Agreement with Mr. Weis commencing January 1, 2023 and continuing through December 31, 2025, which continued to provide Mr. Weis with the compensation benefit of the Chief Executive Officer Incentive Award Plan. The purposes of the Chief Executive Officer Incentive Award Plan are to provide a strong financial incentive each year for performance of the Company’s Chief Executive Officer by making a significant percentage of the Chief Executive Officer’s total cash compensation dependent upon the level of corporate performance attained yearly, and to encourage Chief Executive Officer retention. Mr. Weis may earn a supplemental cash incentive for each fiscal year under the Company’s Chief Executive Officer Incentive Award Plan consisting of a retention award and a performance award. The retention award is equal to Mr. Weis’s annual base salary in effect as of the end of the fiscal year, multiplied by 2.0. The performance award is equal to Mr. Weis’s annual base salary in effect as of the end of the fiscal year, contingent upon the achievement of specified performance requirements. One-half of the performance award is based on the ratio of the Company’s net sales in comparison to a net sales target for a plan year. The net sales ratio has a “threshold” which must be met in order to qualify for such performance award, a “target” which is the net sales target, and a “maximum” net sales ratio upon which a performance award may be made. For fiscal 2023, the threshold is 97% of the net sales target and the maximum is 103% of the net sales target, with 0% performance earned at threshold, 100% performance earned at target and 150% performance earned at maximum, and with interpolation used to determine the performance earned between the threshold, target and maximum levels. The other one-half of the performance award is based on the ratio of the Company’s Modified Return On Invested Capital (the “MROIC”) in comparison to the MROIC target for a plan year. MROIC is computed from the Company’s audited financial statements by determining the earnings (net income) before interest, taxes, depreciation, amortization and annual rent expense (EBITDAR), and dividing it by total assets plus a capital lease equivalent for operating leases. In the above formula, “annual rent expense” is the amount paid by the Company each year under operating leases for its stores. The amount used in the formula is approximately the amount set forth as “operating lease cost” in “Note 5 Lease Commitments” of the Company’s audited financial statements. The “total assets” is the sum of the current and long term assets of the Company, as set forth in the Company’s audited financial statements. The “capital lease equivalent for operating leases” is a calculation to reflect the amount of future operating lease commitments that the Company has invested in its store operations. It is determined by taking the annual rent expense for the Company for a plan year, as described above, and multiplying it by 20. The MROIC ratio has a “threshold” which must be met in order to qualify for such performance award, a “target” which is the MROIC target, and a “maximum” MROIC ratio upon which a performance award may be made. For fiscal 2023, the threshold is 95% of the MROIC target and the maximum is 110% of the MROIC target, with 0% performance earned at threshold, 100% performance earned at target and 150% performance earned at maximum, and with interpolation used to determine the performance earned between the threshold, target and maximum levels. The Compensation Committee retains the right to include or exclude extraordinary items from the above stated tests, and to adjust the target and related threshold and maximum levels at any time in their sole discretion. Actual Chief Executive Officer Incentive Award Plan compensation earned by Mr. Weis is reflected in the “Summary Compensation Table” for the year earned. The amounts Mr. Weis could have earned for fiscal 2023 based on performance at the threshold, target and maximum levels are shown in the “Grants of Plan-Based Awards” table below. Although the right to receive awards under the Chief Executive Officer Incentive Award Plan are measured and determined on an annual basis, except in the case of a termination without cause or death, no plan award will be paid to the participant until after December 31, 2025, provided that the participant remains employed as such from January 1, 2023 through December 31, 2025. Mr. Weis can earn up to 500% of his annual base salary at the end of the fiscal year in the Chief Executive Officer Incentive Award Plan. The incentive target for Mr. Weis is 400% of his annual base salary at the end of the fiscal year, being comprised of a retention target of 200% and a performance target of 200% (100% based on net sales and 100% based on MROIC). The threshold, target and maximum hurdles for net sales in fiscal 2023 were equal to a net sales result of $4.5 billion, $4.7 billion and $4.8 billion, respectively. The threshold, target and maximum hurdles for MROIC in fiscal 2023 were equal to a result of 9.26%, 9.75% and 10.73%, respectively. The Company achieved 100.56% of the total budgeted sales net sales earning Mr. Weis 109.3% of his performance incentive target (100% net sales multiplied by 109.3% earned). The Company achieved 109.1% of total budgeted MROIC, earning Mr. Weis 145.3% of his performance incentive target (100% MROIC multiplied by 145.3% earned). Mr. Weis earned 454.6% of his total incentive targets in fiscal 2023 (200% retention plus 109.3% net sales plus 145.3% MROIC). Recoupment Policy: The Employment Agreement contains a recoupment policy (commonly referred to as a clawback policy), which provides that if the Board determines that Mr. Weis has been incompetent or negligent in the performance of his duties or has engaged in fraud or willful misconduct in a manner that caused or contributed to the need for a material restatement of the Company’s financial results, the Board will review all performance-based compensation awarded to or earned by Mr. Weis on the basis of performance during fiscal periods affected by the restatement. If the performance-based compensation would have been lower if it had been based on the restated results, the Board and the Company will, to the extent permitted by law, seek recoupment from Mr. Weis of any portion of such performance-based compensation deemed appropriate. On October 26, 2023 the Compensation Committee adopted a recoupment policy aligning the interests of its Executive Officers with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy took effect on the same date as the NYSE listing standards and provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the New York Stock Exchange Listed Company Manual.
Summary Compensation Table
Summary Compensation Table The following table shows the compensation of the Company’s Principal Executive Officer (PEO), the Principal Financial Officer (PFO) and three other officers with the highest total compensation paid or earned for fiscal 2023, 2022 and 2021 (the “NEOs”). The Company has an Employment Agreement with the Chairman, President and Chief Executive Officer. The material terms of the agreement are discussed under “Potential Payments upon Termination of Employment or Change in Control” below.
Summary Compensation Table
| | | | | Non-Equity | | | | | | | | Incentive Plan | All Other | | | | | Salary | Bonus | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) (1) | ($) (2) | ($) | | Jonathan H. Weis | 2023 | 1,256,865 | -- | 8,338,469 | 274,803 | 9,870,137 | | Chairman, President and | 2022 | 1,186,613 | -- | 8,626,586 | 262,972 | 10,076,172 | | Chief Executive Officer | 2021 | 1,130,973 | -- | 8,217,741 | 252,995 | 9,601,709 | | Kurt A. Schertle | 2023 | 803,977 | -- | 2,567,537 | 171,250 | 3,542,763 | | Chief Operating Officer | 2022 | 759,039 | -- | 2,710,313 | 168,812 | 3,638,163 | | and Secretary | 2021 | 723,448 | -- | 2,582,081 | 154,350 | 3,459,879 | | Michael T. Lockard | 2023 | 531,497 | -- | 763,070 | 75,892 | 1,370,459 | | Senior Vice President, | 2022 | 465,396 | -- | 740,091 | 71,452 | 1,276,938 | | Chief Financial Officer | 2021 | 425,575 | -- | 670,465 | 154,464 | 1,250,504 | | and Treasurer | | | | | | | | Harold G. Graber | 2023 | 457,111 | -- | 591,152 | 34,150 | 1,082,413 | | Former Senior Vice President of | 2022 | 439,530 | -- | 632,796 | 29,425 | 1,101,750 | | Real Estate and Development | 2021 | 422,789 | -- | 608,581 | 29,350 | 1,060,720 | | R. Gregory Zeh Jr. | 2023 | 400,794 | -- | 639,648 | 34,150 | 1,074,593 | | Senior Vice President, | | | | | | | | Chief Information Officer (3) | | | | | | |
Summary Compensation Table
| (1) Represents the amount earned under the Non-Equity Incentive Plan described in “Compensation Discussion and Analysis,” plus any additional amounts under the applicable plans described below. For Mr. Weis, such amounts include $5,740,868, $5,956,705 and $5,673,050 for 2023, 2022 and 2021, respectively, earned under the Chief Executive Officer Incentive Award Plan described in “Compensation Discussion and Analysis.” The payment of such amounts earned in 2023 are deferred under the plan until after December 31, 2025, except in the case of a termination without cause or death and the payment of such amounts earned in 2022 and 2021 were deferred under the plan until after December 31, 2022. The plan provides that if prior to the end of the term, the officer’s employment is terminated without cause, the officer will be entitled to receive a payment based upon the date of the termination. Refer to the “Potential Payments upon Termination of Employment or Change in Control” for Mr. Weis, for possible step downs of payments. In 2023, for Mr. Schertle, Mr. Lockard, Mr. Graber and Mr. Zeh such amounts include $1,459,801, $323,685, $276,243 and $319,619 respectively, in 2022, for Mr. Schertle, Mr. Lockard and Mr. Graber, such amounts include $1,571,755, $321,234 and $303,148, respectively, in 2021, for Mr. Schertle, Mr. Lockard and Mr. Graber, such amounts include $1,496,909, $287,447 and $291,489, respectively, earned under the Long Term Incentive Plan described in “Compensation Discussion and Analysis.” The payment of such amounts earned in 2023 is deferred under the plan until after December 31, 2023, except in the case of death or reduction in work force, in which case the participant is entitled to any incentive earned under the plan. |
Summary Compensation Table
| (2) “All Other Compensation” consists of contributions by the Company to the SERP and perquisite costs where applicable. Except for the amounts specified within this footnote for the NEOs, the amounts shown are for SERP contributions only. Perquisites of $124,803, $112,972 and $102,995 are included in the amount for Mr. Weis and consist of investment advisory services of $91,225, $89,424 and $81,083 in 2023, 2022 and 2021, respectively. Other perquisite amounts for Mr. Weis consist of the cost for personal use of a Company car and the Company aircraft and |
Summary Compensation Table
| personal income tax preparation. Perquisites of $12,100 are included in the amount for Mr. Schertle in 2023 and consist of the cost for personal use of a Company car and the Company aircraft. Perquisites of $16,742 are included in the amount for Mr. Lockard in 2023 and consist of the cost for personal use of a Company car, cell phone stipend and income tax preparation. The 2023 Company contribution amounts to the SERP were estimated for purposes of this table, and the 2022 and 2021 amounts were adjusted to the actual contribution amounts. Additional information concerning deferrals of earned compensation by the NEOs to the SERP and other plan details are described under “Nonqualified Deferred Compensation.” |
Summary Compensation Table
| (3) Mr. Zeh was not an NEO in 2022 and 2021 under the rules of the Securities and Exchange Commission. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows the grants of plan-based awards made to the NEOs for fiscal 2023.
Grants of Plan-Based Awards
| | Estimated Possible Payouts | | | | | Under Non-Equity Incentive Plan Awards | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Jonathan H. Weis | | | | | Non-Equity Incentive Plan (1) | -- | 1,885,297 | 2,827,947 | | Chief Executive Officer Incentive | | | | | Award Plan (2) | -- | 2,525,643 | 6,314,108 | | Kurt A. Schertle | | | | | Non-Equity Incentive Plan (1) | -- | 803,977 | 1,205,965 | | Long Term Incentive Plan (3) | -- | 908,761 | 1,666,061 | | Michael T. Lockard | | | | | Non-Equity Incentive Plan (1) | -- | 318,898 | 478,348 | | Long Term Incentive Plan (3) | -- | 201,502 | 369,420 | | Harold G. Graber | | | | | Non-Equity Incentive Plan (1) | -- | 228,556 | 342,833 | | Long Term Incentive Plan (3) | -- | 171,968 | 315,274 | | R. Gregory Zeh Jr. | | | | | Non-Equity Incentive Plan (1) | -- | 221,379 | 332,071 | | Long Term Incentive Plan (3) | -- | 198,110 | 363,202 |
Grants of Plan-Based Awards
| (1) Represents the amounts that could have been earned by each of the NEOs for fiscal 2023 for performance at the threshold, target and maximum levels under the Non-Equity Incentive Plan described in the “Compensation Discussion and Analysis.” The grant date for the Non-Equity Incentive Plan for the NEOs commenced on January 1, 2023. Additionally, Mr. Zeh’s non-equity incentive plan was adjusted on April 1, 2023, which is disclosed throughout the Company’s Proxy Statement. |
Grants of Plan-Based Awards
| (2) Represents the amounts that could have been earned by Mr. Weis for fiscal 2023 for performance at the threshold, target and maximum levels under the Chief Executive Officer Incentive Award Plan. As described in the “Compensation Discussion and Analysis,” Mr. Weis would be entitled to (i) his annual base salary of $1,256,865 as of the end of the fiscal year multiplied by 200% if he remains employed for the entire fiscal year (which is not included as part of the “threshold” or a “target” award) and (ii) the same amount of his annual base salary as of the end of the fiscal year multiplied by the respective net sales and MROIC performance targets, as more particularly set forth in the plan description in the “Compensation Discussion and Analysis.” The grant date for the Chief Executive Officer Incentive Award Plan commenced on January 1, 2023. |
Grants of Plan-Based Awards
| (3) Represents the amounts that could have been earned by each of Mr. Schertle, Mr. Lockard, Mr. Graber and Mr. Zeh for fiscal 2023 for performance at the threshold, target and maximum levels under the Long Term Incentive Plan. As described in the “Compensation Discussion and Analysis,” (i) Mr. Schertle would be entitled to 37.5% of his base salary (as in effect at the end of the fiscal year) of $807,787, Mr. Lockard would be entitled to 12.5% of his base salary (as in effect at the end of the fiscal year) of $537,338, Mr. Graber would be entitled to 12.5% of his base salary |
Grants of Plan-Based Awards
| (as in effect at the end of the fiscal year) of $458,581 and Mr. Zeh would be entitled to 16.3% of his base salary (as in effect at the end of the fiscal year) of $425,000 and if the participants remain employed for the entire fiscal year (these amounts are not included as part of the “threshold” or a “target” awards) and (ii) the same amount of their respective annual base salaries as in effect at the end of the fiscal year multiplied by the respective net sales and MROIC performance targets, as more particularly set forth in the plan description in the “Compensation Discussion and Analysis.” The grant date for the Long Term incentive plan for the NEOs commenced on January 1, 2023. Additionally, Mr. Zeh’s long term incentive plan was adjusted on April 1, 2023, which is disclosed throughout the Company’s Proxy Statement. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company maintains a SERP for associates whose annual earnings exceed Internal Revenue Service limitations. The SERP is designed to provide retirement benefits and salary deferral opportunities because of limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service for highly compensated employees. The plan is unfunded and accounted for on an accrual basis. Participants in the plan have limited participation in the 401(k) portion of the Retirement Savings Plan once their annual earnings exceed the Internal Revenue Service limitations. Based upon recommendation from the Compensation Committee, the Board annually determines the amount of the allocation to the SERP. The allocation among the various plan participants is made in both flat dollar amounts and in relationship to their compensation. Plan participants are 100% vested in their accounts after three years of service with the Company. In accordance with the lump-sum or installment election made by the NEO prior to the deferral of compensation, benefits are distributed to the participant during the calendar year following the calendar year in which the participant’s termination of service occurs. Substantial risk of benefit forfeiture does exist for participants in the plan. The present value of accumulated benefits is included under “Postretirement benefit obligations” in the Consolidated Balance Sheets within the 2023 Annual Report on Form 10-K. The following table provides information concerning deferrals by the NEOs of their earned compensation under the Company’s SERP.
Nonqualified Deferred Compensation
| | Executive | Company | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance at | | | in 2023 | in 2023 | in 2023 | Distributions | 12/31/2023 | | Name | ($) (1) | ($) (2) | ($) (3) (4) | ($) | ($) | | Jonathan H. Weis | — | 150,000 | 514,343 | — | 3,764,432 | | Kurt A. Schertle | 80,398 | 159,150 | 581,673 | — | 4,260,729 | | Michael T. Lockard | 21,260 | 59,150 | 89,029 | — | 602,297 | | Harold G. Graber | 464,090 | 34,150 | 271,983 | — | 2,997,879 | | R. Gregory Zeh Jr. | 22,954 | 34,150 | 24,027 | — | 182,297 |
Nonqualified Deferred Compensation
| (1) These amounts are reported in the “Summary Compensation Table” under “Salary and Non-Equity Incentive Plan Compensation.” |
Nonqualified Deferred Compensation
| (2) These amounts are reported in the “Summary Compensation Table” under “All Other Compensation.” |
Nonqualified Deferred Compensation
| (3) Earnings on deferred compensation under the Company’s SERP are not above market or preferential, and thus are not included in the “Summary Compensation Table.” |
Nonqualified Deferred Compensation
| (4) These earnings amounts represent adjustments to actuals from prior year estimates. For Messrs. Schertle, Lockard and Graber the aggregate earnings include 2022 Proxy adjustments of $4,725. |
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control On March 24, 2023, the Company entered into an Employment Agreement with Jonathan H. Weis, who served as Vice Chairman of the Company since 2004 and currently serves as Chairman, President and Chief Executive Officer. The Employment Agreement commenced on January 1, 2023 and continues through December 31, 2025. This agreement provides for certain benefits for involuntary termination of employment other than for cause, but does not contain a change in control provision. Mr. Weis’ Employment Agreement provides that if prior to the end of the term, the officer’s employment is terminated without cause or the officer terminates his employment for good reason, the officer will be entitled to receive (1) earned but unpaid base salary as of the date of termination and any earned but unpaid bonuses for prior years (other than any bonuses payable under the Plan) (2) continuation of base salary payments through the end of the term at the rate then in effect and (3) payment for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, of an amount (prorated in the case of any partial year) equal to the highest annual incentive bonus (not including any bonus paid under the Plan) received for any year in the two years preceding the date of termination. If prior to the end of the term the officer’s employment terminates due to death or disability, the officer (or his spouse or estate) is entitled to receive (1) continuation of base salary payments through the end of the term at 50% of the rate then in effect and (2) in the case of disability, a prorated bonus for the year of termination only in the amount the Company in good faith determines the officer would have received had his employment continued. All salary continuation and incentive bonus payments would be made at the same time as if employment had continued. According to the terms of Mr. Weis’ Employment Agreement, the officer agrees (1) to at all times maintain the confidentiality of information pertaining to the Company’s business, and (2) until four years after termination of employment, not to (A) hire any Company employee or solicit or induce any employee, consultant, vendor or supplier of the Company to terminate or reduce its relationship with the Company or (B) except in the case of a termination by the Company without cause or by the officer for good reason, engage in any business which competes with the Company in the retail grocery business (or in any other business which accounted for more than 2% of the Company’s consolidated revenues) in any county in which the Company operates or any contiguous county. The Company’s obligations to make payments or provide benefits to the officer under the Employment Agreement would cease upon any violation of these covenants. Mr. Weis’ Chief Executive Officer Incentive Award Plan provides that if prior to the end of the term, the officer’s employment is terminated without cause, the officer will be entitled to receive a payment based upon the date of the termination, as follows: The amount will be paid in a lump sum cash payment within 2 ½ months from the end of the calendar year in which the termination occurs; provided, however, in the event an amount is conditioned upon a separation from service and not compensation the officer could receive without separating from service, then payment shall be made to the officer who is a “specified employee” under Section 409A of the Code on the first day following the six-month anniversary of the officer’s separation from service. The following table shows the benefits Mr. Weis would have received under the Employment Agreement and Chief Executive Officer Incentive Award Plan if his employment had terminated for the reasons specified as of December 31, 2023. Amounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of such event.
Potential Payments upon Termination of Employment or Change in Control
| | | Employment | Employment | Chief | | | | Agreement | Agreement | Executive | | | | Base Salary | and Other | Officer | | | | Continuation | Benefit | Incentive | | Potential Payments upon Termination of Employment | | Payments | Payments | Award Plan | | or Change in Control | Year | ($) (1) | ($) | ($) | | Termination Without Cause or For Good Reason (2) | 2023 | -- | 2,669,880 | 5,000,771 | | | 2024 | 1,262,821 | 2,669,880 | -- | | | 2025 | 1,262,821 | 2,669,880 | -- | | Disability (3) | 2023 | -- | 2,597,602 | -- | | | 2024 | 631,411 | -- | -- | | | 2025 | 631,411 | -- | -- | | Death (4) | 2023 | -- | 3,500,000 | 3,000,000 | | | 2024 | 631,411 | -- | -- | | | 2025 | 631,411 | -- | -- |
Potential Payments upon Termination of Employment or Change in Control
| (1) Represents continuation of salary payments through the end of the Employment Agreement term at the rate of 100% in the case of a termination without cause or for good reason and 50% in the case of termination due to disability or death. |
Potential Payments upon Termination of Employment or Change in Control
| (2) Payment for the year of termination and for each subsequent calendar year or portion thereof during the remainder of the Term, of an amount (prorated in the case of any partial year) equal to the highest annual incentive bonus (not including any bonus paid under the Plan) received for any year in the two years preceding the date of termination. The amount represents the Non-Equity Incentive Plan amount earned in fiscal 2022 and paid in fiscal 2023. In the Chief Executive Officer Incentive Award Plan, amount represents base salary multiplied by 3.96. In the event of termination during fiscal 2024 or fiscal 2025, base salary would be multiplied by 4.55 or 5.08, respectively. |
Potential Payments upon Termination of Employment or Change in Control
| (3) Represents the Non-Equity Incentive Plan amount Mr. Weis earned in fiscal 2023 and paid in fiscal 2024 if he had been employed throughout the year. |
Potential Payments upon Termination of Employment or Change in Control
| (4) The Employment Agreement provides a term life insurance policy with a death benefit of $3,500,000. The Chief Executive Officer Incentive Award Plan provides that if prior to the end of the term, Mr. Weis’s employment terminates due to death, Mr. Weis’s spouse or estate is entitled to receive $3,000,000, payable within sixty days of the date of death of the officer. |
Potential Payments upon Termination of Employment or Change in Control
None of the other NEOs have an employment agreement that provides for any separation benefits, and as of December 31, 2023, they were not entitled to any earned but unpaid incentive benefits that would be payable upon termination for any reason, other than payments of any vested retirement or deferred compensation balances as shown in the 2023 Nonqualified Deferred Compensation Table, and in the case of disability, death or reduction in workforce, the applicable NEO would be entitled to receive any earned but unpaid incentive under the Non-Equity Incentive Plan and Long Term Incentive Plan, which amounts are reflected in the Summary Compensation Table above.
2023 PAY RATIO DISCLOSURE
2023 PAY RATIO DISCLOSURE As required by item 402(u) of Regulation S-K, the Company reviewed a comparison of the CEO’s annual total compensation in fiscal year 2023 to that of all other Company employees for the same period. The Company identified the median employee by examining the 2023 Box 1 W-2 for all individuals, excluding the CEO, who were employed by the Company for the entire fiscal year 2023 whether on a full-time, part-time, or seasonal basis. The Company did not annualize the compensation for any full-time employees that were not employed for all of 2023. Annual compensation for the median employee was calculated using the same methodology as the NEOs as stated in the Summary Compensation Table. The annual total compensation for fiscal year 2023 for the CEO was $9,870,137, and for the median employee was $20,523. The resulting estimated ratio of the CEO’s pay to the pay of the median employee for fiscal year 2023 is approximately 481 to 1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On (3) | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($000s) | Net Sales ($000s) | | 2023 | $9,870,137 | $9,870,137 | $1,767,557 | $1,767,557 | $172 | $170 | $103,828 | $4,696,950 | | 2022 | $10,076,172 | $10,076,172 | $1,769,100 | $1,769,100 | $225 | $163 | $125,196 | $4,695,943 | | 2021 | $9,601,709 | $9,601,709 | $1,697,339 | $1,697,339 | $174 | $149 | $108,849 | $4,224,417 | | 2020 | $9,028,654 | $9,028,654 | $1,489,546 | $1,489,546 | $125 | $103 | $118,917 | $4,112,601 |
PAY VERSUS PERFORMANCE
| (1) The amounts reflect the Summary Compensation Table total compensation figures for Jonathan H Weis, our principal executive officer (“PEO”), for each of the years listed. The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are: for 2023, Kurt A. Schertle, Michael T. Lockard, R. Gregory Zeh Jr. and Harold G. Graber; for 2022, Kurt A. Schertle, Michael T. Lockard, Harold G. Graber, and David W Gose II; and for 2021 and 2020, Kurt A. Schertle, Scott F. Frost, Harold G. Graber, and David W Gose II. |
PAY VERSUS PERFORMANCE
| (2) The amounts shown for Compensation Actually Paid to our PEO and Average Compensation Actually Paid to Non-PEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year. None of the adjustments required by Item 402(v) are applicable to the Company. |
PAY VERSUS PERFORMANCE
| (3) This column shows Company Total Shareholder Return (“TSR”) and peer group TSR on a cumulative basis for each year of the four-year period from 2020 through 2023. For purposes of this disclosure, the peer group consists of the peer group used for our stock performance graph, as presented in Item 5 of the Company’s Annual Report on Form 10-K. The companies making up the peer group, in no particular order, are Ingles Markets, Inc.; Village Super Market, Inc.; Smart & Final Stores, Inc. (included through June 20, 2019 when it was acquired by Apollo Global Management, LLC); Sprouts Farmers Market, Inc. and The Kroger Company. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either the Company or the peer group, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |
Relationship Between Compensation Actually Paid and Company Cumulative Total Shareholder Return (TSR)
Relationship Between Compensation Actually Paid and Company Cumulative Total Shareholder Return (TSR) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs, and the Company cumulative TSR for each year of the four-year period from 2020 through 2023.
Relationship Between Compensation Actually Paid and Company Net Income
Relationship Between Compensation Actually Paid and Company Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs, and Company Net Income for each year of the four-year period from 2020 through 2023.
Relationship Between Compensation Actually Paid and Company Net Sales
Relationship Between Compensation Actually Paid and Company Net Sales The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to Non-PEO NEOs, and Company Net Sales for each year of the four-year period from 2020 through 2023.
Relationship between Company TSR and Peer Group TSR
Relationship between Company TSR and Peer Group TSR The following chart sets forth the relationship between our cumulative TSR and the TSR for the peer group for each year of the four-year period from 2020 through 2023.
OTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
OTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Compensation of Directors
Compensation of Directors The following table shows the compensation earned by the Company’s non-management independent directors for services during fiscal 2023.
Compensation of Directors
| DIRECTOR COMPENSATION | | | | | Fees Earned or | | | Name | Paid in Cash ($) | Total ($) | | Dennis G. Hatchell | 116,000 | 116,000 | | Edward J. Lauth III | 110,000 | 110,000 | | Gerrald B. Silverman | 110,000 | 110,000 |
Compensation of Directors
Directors who are not officers of the Company or any of its subsidiaries receive an annual retainer of $110,000 paid in quarterly installments during the year. The Chairman of the Audit Committee receives an additional $6,000 annual retainer fee paid in quarterly installments during the year. In addition, each non-management independent director is entitled to reimbursement for out-of-pocket expenses to attend meetings. There is no additional remuneration for services rendered by directors serving on committees or for participation in the non-management independent director meetings.