DEF 14A of Union Bankshares Inc
Filed Apr 2, 2024 · FY20230000706863-24-000030
Director and Nominee Qualifications
Director and Nominee Qualifications Community banking is about being a good member of the communities we serve and providing quality customer service and products, while ensuring that the interests of our shareholders and employees are satisfied and our regulatory requirements are met. The Company's Board meets at least quarterly, and Union Bank's Board meets monthly, to strategize, guide and monitor the activities of the Bank to achieve these goals. We rely on our directors for their strategic vision, business acumen and knowledge of local markets and opportunities. All of our directors live or work in the communities we serve and bring a unique set of talents, perspectives and backgrounds to our Board. They have been active members in organizations of their choice and interest over their lifetimes, usually in a leadership position, which has added to their reputations as respected individuals. Our directors include long-standing members of the Board who have served through many economic cycles, technological advancements, regulatory changes and periods of Company growth. The information below summarizes the specific experience, qualifications, attributes and skills that led our Board to conclude that the individual should serve on the Company's Board. We believe that in their professional and personal lives and through their Board service, each has demonstrated sound judgment, leadership capabilities, high ethical standards and a strong commitment for service to the Company. Joel Bourassa joined the Company's Board in 2019 and has served on Union Bank's Board since June 2018. During 2022 Joel became the General Manager for Eagle Mountain House, a hotel located in Jackson, New Hampshire. Prior to this role, Joel served as the Chief Operating Officer for Attitash Mountain Service Company from 2020 through 2022 and was the General Manager at Attitash Mountain Village in Bartlett, New Hampshire. Joel was previously the Regional Director of Resorts for Vacation Resorts International, with responsibilities that included the management oversight of resort properties in Lake Placid, New York, Stowe, Vermont and two entities in Lincoln, New Hampshire. In 2023, Joel was elected to the Mount Washington Valley Chamber of Commerce and the Jackson Ski Touring Foundation. He also formerly served as the International Director for the Ski New Hampshire Association. He received his undergraduate degree in business administration/marketing from Southern New Hampshire and Plymouth State Universities. Joel previously served as Chair of both the Board of Selectman for the Town of Woodstock, New Hampshire and the Board of Trustees for Lincoln-Woodstock Ambulance Service. He also served as President of the Lincoln-Woodstock Rotary Club, was a founding member and Director of The Bridge Project, a community service organization in the Lincoln-Woodstock area, and is a past President of the Lincoln-Woodstock Chamber of Commerce. Joel previously served on Union's Northern New Hampshire Advisory Board and Union's Asset Management Group Committee. His years of experience in the tourism business in New Hampshire and years of community service in Lincoln and Woodstock, New Hampshire provide valuable knowledge and insight to the Board. Joel serves on the Compensation Committee. Dawn Bugbee joined the Company's Board in 2016 and has served on Union Bank's Board since 2015. She retired in December 2019 as a Vice President and Chief Financial Officer for Green Mountain Power Corporation, which prior to its acquisition in 2007 by Gaz Metro, L. P. was a publicly-traded, SEC reporting company. Prior to March 2006 she was the Chief Financial officer at Northwestern Medical Center (NMC) in St. Albans, Vermont, and returned on an interim basis to serve as NMC's Chief Administrative Officer from March 2020 through December 2020. She is a certified public accountant (CPA) (inactive license) and holds a Bachelor of Science degree from Castleton University. She is an active member in the local community serving NMC's Board of Directors and as Chair of its finance committee. Dawn is a past Trustee of Champlain College in Burlington, a gubernatorial appointee to the Vermont Education and Health Building Financing Agency (VEHBFA), a member of the Boards of United Way of Chittenden County and Goodwill of Northern New England and is a Rotarian in the St. Albans and Colchester Rotary clubs. Dawn's years of experience as Chief Financial Officer and knowledge of SEC reporting requirements add valuable strength to the Board. Dawn previously served on the Company's Audit Committee and is currently the Chair of Compensation Committee. Mary Parent joined the Company''s Board in 2023 has been a Union Bank director since her appointment to the Board in April 2022. Mary is currently serving as a Director and Chair of the Business Law Group for Downs Rachlin Martin PLLC in St. Johnsbury, Vermont. Mary holds a law degree from Boston College Law School (Boston, MA) and a Bachelor of Arts in biological sciences from Smith College (Northampton, MA). She is an active member in the local community. She serves as a Corporator of the Northeastern Vermont Regional Hospital (NVRH) and as a community volunteer on NVRH's Philanthropy Committee. She recently completed her terms as both a Trustee and Chair of the Board of Trustees of NVRH. She also serves as a Corporator of the St. Johnsbury Development Fund. She previously served as the President of the Board of Directors of the St. Johnsbury Chamber of Commerce and Vice- Chair of the Fairbanks Museum Board of Trustees, as well as on several other non-profit boards. She is a member of both the Vermont and New Hampshire Bar Associations. Mary serves on Union Bank’s Wealth Management Group Committee and its Executive Loan Committee. Nancy Putnam joined the Company's Board in 2018 and has served on Union Bank's board since 2017. Nancy retired from Marckres Norder and Company, an accounting firm in Morrisville, in 2017, where she practiced as a CPA for 21 years. Prior to this, Nancy was Vice President and Trust Officer for the former Franklin Lamoille Bank in Morrisville, Vermont. Nancy is active in the community, having served on the executive, compensation, and finance committees of the Board of Trustees of Copley Hospital, where she also served as Board chair for two years. Nancy is a past member of the finance committee for the Town of Cambridge and volunteered with the Smuggler's Notch Adaptive Ski Program and serves as Treasurer of both the Bryan Memorial Gallery and the Cambridge Food Shelf. Nancy's considerable experience as a CPA and previous community bank experience add valuable insight to our Board. Nancy currently serves as Chair of the Audit Committee and serves on Union's Wealth Management Committee. Nancy is the designated "audit committee financial expert" and as such is the Audit Committee representative on the Company's Disclosure Control Committee.
Director and Nominee Qualifications
Gregory (Greg) Sargent joined the Company's Board in 2021 and has been a Union Bank director since May 2020. Greg is the former managing director of Kittell Branagan and Sargent, a public accounting and consulting firm in St. Albans, Vermont where he has practiced as a CPA since starting the firm in 1986. Before being appointed managing director, Greg was in charge of the firm’s quality control system. Greg currently serves as the treasurer for the Vermont Arts Council and has previously been a member of several nonprofit boards in northwestern Vermont, holding positions of treasurer and president. Greg is a graduate of Southern New Hampshire University and earned a Bachelor of Science degree in accounting. He is a member of the Vermont Society of CPAs and the American Institute of Public Accountants. Greg’s considerable experience as a CPA and knowledge of our important local markets adds valuable insight to the Board. Greg serves on the Company's Audit Committee and Union’s Wealth Management Committee. Timothy Sargent joined the Company's Board in 2011 and has served as the Board's Vice Chairman since 2019. He has served on Union Bank's Board since 2010. Tim holds a law degree from Vermont Law School (South Royalton, Vermont) and a Bachelor of Science from Bates College (Lewiston, Maine). Tim is the principal attorney at Sargent Law Office, PLLC, located in Morrisville, VT and has been with the firm for twenty years . He is an active member in the local community and cares very deeply about the economic health and vitality of the region. Tim served more than eight years as Trustee on the Morrisville Water & Light Department, was a Rotarian for a number of years with the Morrisville Rotary Club (in which he was president) and on the Board of Directors for the "start-up" Morrisville Food Cooperative here in Morrisville, Vermont. Tim currently sits on the Ron Terrill Scholarship Fund, which awards annual college scholarships to local graduating high school students in the immediate region. The Company values Tim's legal insights, knowledge of local businesses and perspectives. Tim serves on the Company's Audit Committee and Executive Loan Committee. David Silverman became President of the Company and the Bank on April 1, 2011 and CEO of both in May 2012. He was appointed to the Bank's Board of Directors in November 2010 and elected to the Company's Board at the 2011 annual meeting. David has been with the Bank for 37 years and before becoming President, served in many capacities, including as Vice President of the Company and Senior Vice President and Senior Loan Officer of the Bank. David has been active in the community having served on the Boards of the Stowe Area Association, Lamoille County Mental Health Services, the Morristown Development Review Board and the Lamoille Economic Development Corporation. He also served as Chair of the Board of Lamoille Health Partners f/k/a Community Health Services of the Lamoille Valley for eight years and on the Executive Committee of the Vermont Bankers Association. He recently concluded a ten year term on the Copley Hospital Board of Trustees where he previously served as Chair and continues to serve as Trustee of the Vermont State College system. David's many years of service to the Company in various positions, and his day to day leadership since becoming CEO in 2012 provide the Board with the benefit of his thorough knowledge of the Company's business operations, markets and strategic challenges and opportunities. David serves on the Bank's Wealth Management Committee, its Executive Loan Committee, the Company's Disclosure Control Committee, and all three of Union's local Advisory Boards. Janet Spitler joined the Company's Board in 2022 and has been a Union Bank director since April 2021. Janet is currently the Chief Financial Officer for Evernorth, a nonprofit organization that develops and finances housing and other community investment projects for low and moderate income people across northern New England. Janet is also the President of the Board of the Vermont Community Loan Fund. Janet has 24 years of banking experience and was previously CFO and Executive Vice President for publicly traded Merchants Bancshares, Inc., and its subsidiary Bank, Merchants Bank, for 17 years. She has also served as past Board member and Board chair of Housing Vermont (a predecessor to Evernorth) and previously served on the boards of VSECU and the Humane Society of Chittenden County. Janet is also a past member of the United Way’s Women’s Council and the Vermont Tax Advisory Board. Janet is a graduate of William Smith College and Syracuse University. Janet’s considerable experience in banking and finance adds valuable insight to our Board. Janet serves on the Company's Audit and Compensation Committees. Neil Van Dyke from Stowe, Vermont joined the Board in 2010 and was elected Chair of the Board in May 2019. He had previously served as Vice Chair since 2016 and has served on Union Bank's Board since 2009. Neil adds a unique perspective to the Company's complement of Board members as a previous long-time owner of a large resort property in Stowe. He joined the staff of the Golden Eagle Resort in 1979 and served as its President and was a co-owner until its sale in September of 2014. In 2022, Neil retired as the Search and Rescue Coordinator for the Vermont Department of Public Safety, a position he held since 2013. He holds a Bachelor of Arts degree from Dartmouth College and a Master of Science with a concentration in recreation management from SUNY College of Environmental Science and Forestry. Neil was actively involved on the board of the Stowe Area Association 1982 through 2014, and is the founder of Stowe Mountain Rescue, where he was a team leader from 1980 through 2020. He has also served as a member of the Stowe Select Board from 2010 to 2020. Neil served as a director of the Franklin Lamoille Bank and on the Vermont advisory board of Banknorth from 1998 until 2006. Neil's extensive education and experience in the travel and tourism business, which is an important business segment in our markets, as well as his prior bank board involvement, add further depth to our Board. In addition to serving as Board Chair, he also serves on the Company's Compensation Committee.
Director’s Compensation
Director’s Compensation Directors’ fees, committee fees and advisory board member fees for service on the Boards of the Company and Union Bank are determined annually by the Company’s Board of Directors, upon recommendation of the Compensation Committee ("Committee"). The appropriateness of the fees paid and the fee structure are reviewed on a periodic basis by the Committee or the Company’s Board based on published surveys, consultant recommendations and available information on the director compensation practices of other financial institutions. In setting director compensation, the Compensation Committee and Board are guided by the framework outlined in the Company’s Director and Advisory Board Compensation Policy (the “Director Compensation Policy”). As described below, for 2023 compensation for the nonemployee directors consisted of cash payments and an equity award. President and CEO David Silverman, who serves as a director of the Company and the Bank, does not receive compensation for such service, other than the annual cash retainer for Company Board service. Director fees paid in cash for 2023 services consisted of retainers for Board and committee service. Directors also received a grant of RSUs with an approximate value of $10,000. The schedule of fees in effect during 2023 for our nonemployee directors was as follows:
Director’s Compensation
| 2023 Company Director Fees | | 2023 Bank Director Fees | | | Annual Retainer | $12,500 | Annual Retainer | $26,000 | | Board Chair Additional Retainer | 5,700 | Board Chair Additional Retainer | 5,700 | | Vice Chair Additional Retainer | 1,200 | Vice Chair Additional Retainer | 1,200 | | Audit Committee Annual Retainer | 4,000 | Loan Committee Annual Retainer | 2,500 | | Audit Committee Chair Additional Retainer | 4,000 | Wealth Management Committee Annual Retainer | 2,000 | | Disclosure Control Committee Annual Retainer | 4,600 | Wealth Management Committee Chair Additional Retainer | 1,200 | | Compensation Committee Annual Retainer | 4,000 | 401(k) Committee Meeting Annual Retainer | 400 | | Compensation Committee Chair Additional Retainer | 4,000 | Special Meetings - All Day | 900 | | Equity Compensation | 10,000(1) | Special Meetings - 1/2 Day | 500 |
Director’s Compensation
____________________ (1)Actual equity grant is based on grant date closing price of the Company's common stock, as reported on the NASDAQ Stock Market, rounded up to the next whole share. In accordance with the Company’s Director Compensation Policy and as permitted under the terms of the 2014 Equity Incentive Plan, as amended and approved by the shareholders at the 2022 Annual Shareholder meeting (“Plan”), equity compensation was awarded to the Company’s nonemployee directors in 2023 in the form of Restricted Stock Units (RSUs). Each RSU awarded represents the right to receive one share of the Company’s common stock subject to continued Board service through the vesting period, which expires on May 14 2024. The number of RSU’s awarded was calculated using a dollar amount of $10,000, divided by the closing price of the Company stock on the May 17, 2023 grant date ($20.69 per share), rounded up to the next whole share. This resulted in an equity award of 484 RSUs to each nonemployee director of the Company. On the May 14, 2024 vesting date, the RSUs will be settled in Company common stock on a one to one basis. Unvested RSUs will be forfeited in the event the nonemployee director terminates service as a Company director prior to the vesting date, other than in the event of his or her disability or death, as provided under the terms of the award. No separate equity award was made for service on the Board of Union Bank. Company and Union directors are eligible to participate in the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan, a nonqualified defined contribution plan which permits participants to elect to defer receipt of current cash compensation from the Company or Union in order to provide retirement or other benefits as selected in the individual adoption agreements. Additional information about the plan is contained elsewhere in this proxy statement under the caption “EXECUTIVE COMPENSATION - Deferred Compensation Plans.” Fees deferred during 2023 are reflected as Fees Earned or Paid in Cash in the 2023 Director Compensation Table below. The following table lists the annual compensation paid or awarded during 2023 to the Company’s incumbent nonemployee directors for service on the Boards of the Company and Union:
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($)(3)(4) | Total ($) | | Joel. S. Bourassa | $45,342 | $10,014 | $— | $55,356 | | Dawn D. Bugbee | 49,742 | 10,014 | — | 59,756 | | Mary K. Parent | 38,550 | 10,014 | — | 48,564 | | Nancy C. Putnam | 55,942 | 10,014 | — | 65,956 | | Gregory D. Sargent | 48,958 | 10,014 | — | 58,972 | | Timothy W. Sargent | 48,158 | 10,014 | — | 58,172 | | Janet P. Spitler | 49,758 | 10,014 | — | 59,772 | | Cornelius Van Dyke | 56,742 | 10,014 | — | 66,756 |
2023 Director Compensation Table
____________________ (1)Includes fees paid to the named individuals for service on the Boards of Directors and committees of both the Company and Union Bank throughout 2023, except for Ms. Parent, whose annual retainer for her service on the Company's Board was prorated from the time of her appointment on May 17, 2023. The annual cash retainer paid to President and CEO David Silverman during 2023 for service on the Company's Board is disclosed in the 2023 Summary Compensation Table. Mr. Silverman did not receive any committee fees or equity award for his service on the Company's Board, nor did he receive any fees for serving on the Board of Union Bank or its Committees, or Advisory Boards. (2)For each of the named individuals, represents the number of RSUs granted (484) multiplied by the closing price of the Company’s common stock on the grant date (May 17, 2023), as reported on the NASDAQ Stock Market ($20.69). All of such RSUs will be settled in common stock upon expiration of the vesting period on May 14, 2024, subject to satisfaction of the service requirement. As of December 31, 2023 the RSU grants reflected in the table were the only outstanding equity grants held by the named individuals. (3)Does not include earnings on deferred compensation under the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan, as such earnings were not paid or accrued at an above market or preferential rate. (4)Represents Union Bank regional advisory board fees.
Our Executive Compensation Program
Our Executive Compensation Program Our compensation program and philosophy for executive officers was developed by the Compensation Committee and is subject to annual review and approval by our Board of Directors, most recently in March 2024. The objectives of our executive compensation program are to: (1) attract, retain and motivate talented members of senior management; (2) provide a competitive total compensation and benefits package; (3) reward superior performance while appropriately balancing short and long-term performance and incentives consistent with prudent risk management goals and practices; and (4) align management interests with those of the Company’s shareholders, with the ultimate goal of enhancing overall shareholder value. To meet our executive compensation objectives, our program is designed to provide: (1) base salary; (2) short-term cash incentives; (3) long-term incentives (equity grants); and (4) executive benefits. The Compensation Committee may from time to time retain the services of compensation consultants to assist the Committee in its duties. Input may also be sought from the CEO, CFO, Human Resources Officer and others as needed to ensure the Committee has the information and perspectives it needs to carry out its duties. As part of a bi-annual process, in 2022 the Compensation Committee retained the services of McLagan, part of the Rewards Solutions practice at AON, an independent consulting firm specializing in executive and Board compensation. McLagan benchmarked the salary, short-term cash incentive and long-term equity plans for fifteen distinct senior officer positions of the Bank, including the two NEOs. Recommendations were then provided with regard to salary levels, short-term incentive plan design and target payouts, and long-term equity plan design and target awards. Current salary survey data specific to banking continues to be utilized for benchmarking compensation. The Compensation Committee will continue to review, evaluate, and revise our compensation program as appropriate to meet the Company’s desired objectives and adhere to changing regulations and emerging corporate best practices. No changes were made with regard to our compensation practices in 2023, with the exception of a discretionary adjustment to our short-term incentive compensation plan for 2023. The Compensation Committee and Board of Directors agreed to waive the incentive plan trigger of attaining 90% of budgeted net income for 2023. The interest rate environment changed dramatically in 2023 compared to assumptions utilized in setting the short term incentive plan trigger. The Committee and Board of Directors agreed that these changes were outside of the control of management. There were no other discretionary adjustments made to the 2023 short term incentive plan and for 2024 no design changes have been made with this plan other than normal and customary plan metric changes designed to reflect our annual business goals for 2024. There were no discretionary adjustments made for the long term incentive compensation plan for 2023, and for 2024 no design changes have been made with this incentive compensation plan other than normal and customary plan metric changes designed to reflect our annual business goals for 2024.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation that was paid or accrued for each of our named executive officers (NEOs) during each of the two most recent fiscal years:
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary (1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | David S. Silverman, President and CEO | 2023 | $460,000 | $115,000 | $64,990 | $73,702 | $713,692 | | | 2022 | $437,000 | $109,250 | $172,003 | $70,760 | $789,013 | | Karyn J. Hale, EVP, CFO and Treasurer | 2023 | $260,000 | $52,000 | $24,489 | $31,800 | $368,289 | | | 2022 | $230,000 | $46,000 | $60,352 | $28,191 | $364,543 |
2023 Summary Compensation Table
____________________ (1)Includes current voluntary deferrals by certain of the NEOs under the Company’s 2020 Amended and Restated Executive Nonqualified Excess Plan and Union’s 401(k) plan. (2)Represents contingent awards of restricted stock units (RSUs) granted under the 2014 Equity Incentive Plan (LTIP), pursuant to the terms of the 2023 and 2022 Equity Award Summaries, respectively, assuming achievement of target-level performance in the applicable plan year and disregarding (i) the effect of potential forfeitures, and actual performance results for the applicable periods. Based on actual 2023 performance attained under the provisions of the plan at the 100th percentile level and a closing price of $28.87 per share on February 7,2024 as reported on the NASDAQ Stock Market, awards of RSUs were made to our NEOs for 2023 services, as follows: Mr. Silverman, 4,980 shares ($143,773); and Ms. Hale, 2,251 shares ($64,986). Based on actual 2022 performance attained under the provisions of the plan at the 100th percentile level and a closing price of $26.90 per share on February 8, 2023 as reported on the NASDAQ Stock Market, final awards of RSUs were made to our NEOs for 2022 services as follows: Mr. Silverman, 5,077 shares ($136,571) and Ms. Hale, 2,137shares ($57,485). (3)All amounts shown were earned under the Company’s Short-Term Incentive Performance Plan (STIPP) with respect to 2023 and 2022 services and performance, respectively, but paid during the first quarter of the following year. (4)Includes Union match on 401(k) plan salary deferrals, safe harbor contributions and the profit-sharing contribution attributable to services rendered in the specified year but paid in the following year. In 2023 and 2022, respectively, for Mr. Silverman these amounts were: match of $9,900 and $10,383, safe harbor contribution of $9,900 and $10,394, and profit-sharing contribution of $13,865 and $12,688. In 2023 and 2022, respectively, for Ms. Hale these amounts were: match of $9,267 and $8,397, safe harbor contribution of $9,267 and $8,397,and profit-sharing contribution of $13,266 and $11,397. For Mr. Silverman, also includes (i) Company contributions under Mr. Silverman's Supplemental Retirement Plan of $ 27,537 and $25,645 for the 2023 and 2022 plan years, respectively and (ii) Company director’s fees of $12,500 for 2023 and $11,650 for 2022 paid in cash. Mr. Silverman does not receive equity compensation for serving as a director of Company, nor does he receive any separate compensation for serving as a director of Union Bank or on its Advisory Boards.
Outstanding Equity Awards
Outstanding Equity Awards The following table shows outstanding equity awards to our NEOs at December 31, 2023. As of that date, outstanding equity awards consisted solely of RSUs to be settled in stock which were granted under the 2014 Equity Incentive Plan, as amended.
Outstanding Equity Awards
| Outstanding Equity Awards at December 31, 2023 | | | | | Stock Awards | | | Name | Number of Shares or Units that have not Vested (#) (1) | Market Value of Shares or Units that have not Vested ($) (2) | | David S. Silverman | 3,422 | $104,884 | | Karyn J. Hale | 1,441 | $44,167 |
Outstanding Equity Awards
____________________ (1)Represents outstanding awards of RSUs at December 31, 2023. All unvested RSUs are to be settled in common stock on a one-to-one basis upon expiration of the applicable vesting period. For Mr. Silverman, includes 2,745 RSUs that will vest on December 15, 2024; and 677 RSUs that will vest on December 13, 2025. For Ms. Hale, includes 1,156 RSUs that will vest on December 15, 2024; and 285 RSUs that will vest on December 13, 2025. (2)Represents the closing price of $30.65 for the Company's common stock on December 31, 2023, as reported on the NASDAQ Stock Market, multiplied by the number of unvested shares underlying the outstanding unvested RSUs.
Equity Compensation - Long-Term Equity Incentive Plan
| Stock Vested | | | | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David S. Silverman | 4,594 | $138,279 | | Karyn J. Hale | 1,936 | $58,274 |
Change in Control Agreements
| Potential Payments Upon Change in Control | | | | Form of Compensation (1) (2) | No Discharge - Change in Control Related | Discharge without Cause or Resignation with Good Reason - Change in Control Related (3) | | David S. Silverman | | | | Base Salary and Bonus | $0 | $1,049,980 | | Medical, Dental, Vision and Prescription Benefits | $0 | $42,770 | | 401(k) contributions | $0 | $33,665 | | SERP contribution | $0 | $27,537 | | Accelerated vesting of equity awards (2) | $0 | $257,521 | | Total | $0 | $1,411,473 | | Karyn J. Hale | | | | Base Salary and Bonus | $0 | $284,489 | | Medical, Dental, Vision and Prescription Benefits | $0 | $31,919 | | 401(k) contributions | $0 | $31,800 | | Accelerated vesting of equity awards (2) | $0 | $113,160 | | Total | $0 | $461,368 |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) Total Shareholder Return ("TSR") ($) | Net Income ($ millions) | | 2023 | 713,692 | 771,291 | 368,289 | 388,959 | 138.58 | 11.3 | | 2022 | 789,013 | 755,860 | 364,565 | 350,609 | 102.37 | 12.6 | | 2021 | 740,688 | 782,425 | 315,333 | 329,757 | 121.03 | 13.2 |
PAY VERSUS PERFORMANCE DISCLOSURE
____________________ (1)David S. Silverman served as our PEO throughout each year presented. The individuals comprising the Non-PEO NEOs for purposes of the calculations in the table for each year presented are listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2021 | 2022-2023 | | Karyn J. Hale | Karyn J. Hale | | Jeffery G. Coslett | |
PAY VERSUS PERFORMANCE DISCLOSURE
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of SEC Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments pertaining to equity compensation, as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts pertaining to equity compensation for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 713,692 | (115,000) | 172,599 | 771,291 | | 2022 | 789,013 | (109,250) | 76,097 | 755,860 | | 2021 | 740,688 | (104,505) | 146,242 | 782,425 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 368,289 | (52,000) | 72,670 | 388,959 | | 2022 | 364,565 | (46,022) | 32,066 | 350,609 | | 2021 | 315,333 | (40,013) | 54,437 | 329,757 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 88,180 | 3,618 | 66,220 | 14,581 | 172,599 | | 2022 | 55,583 | (3,632) | 40,723 | (16,577) | 76,097 | | 2021 | 77,976 | 1,830 | 60,038 | 6,398 | 146,242 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for PEO ($) | | 2023 | 37,118 | 1,527 | 27,873 | 6,152 | 72,670 | | 2022 | 23,410 | (1,542) | 17,150 | (6,952) | 32,066 | | 2021 | 29,159 | 645 | 22,439 | 2,194 | 54,437 |
PAY VERSUS PERFORMANCE DISCLOSURE
(4)The Company TSR assumes $100 was invested in the Company’s common stock for the period starting December 31, 2020 through the end of the listed year and assumes reinvestment of dividends. Historical stock performance is not necessarily indicative of future stock performance.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR")
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company 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 our Non-PEO NEOs, and the Company's cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.