DEF 14A of Healthcare Services Group Inc
Filed Apr 18, 2016 · FY20150000731012-16-000133
Election of Directors
Election of Directors The affirmative vote of a plurality of the shares of Common Stock entitled to vote and present in person or by proxy at the Annual Meeting is required for the election to our Board of Directors of each of the nominees for director. Shareholders do not have the right to cumulate their votes in the election of directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, ten directors of the Company are to be elected, each to hold office for a term of one year. All nominees currently serve as Director. Unless authority is specifically withheld, management proxies will be voted FOR the election of the nominees named below to serve as directors until the next annual meeting of shareholders and until their successors have been chosen and qualify. Should any nominee not be a candidate at the time of the Annual Meeting (a situation which is not now anticipated), proxies will be voted in favor of the remaining nominees and may also be voted for substitute nominees. If a quorum is present, the candidate or candidates receiving the highest number of votes will be elected. Brokers that do not receive shareholder instructions are not entitled to vote for the election of directors because an uncontested election is considered a “non-routine” matter. Hence, shareholders who hold their shares through brokerage accounts and who would like to vote in favor of the director nominees will need to instruct their brokerage firm to vote for the Company’s nominees. The current directors and nominees are as follows:
ELECTION OF DIRECTORS
| Name, Age and Principal Occupations and Public Directorships for the past five years | Director Since | | Daniel P. McCartney, 64, Chairman of the Board of the Company for more than five years; Chief Executive Officer of the Company until May 2015 and more than five years prior thereto | 1977 | | Robert L. Frome, Esq., 78, Member of the law firm of Olshan Frome Wolosky LLP for more than five years. Mr. Frome currently serves as a member of the board of directors of Multi Soft II, Inc. | 1983 | | Robert J. Moss, Esq., 78, Retired for more than five years. Previously, Mr. Moss was the President of Moss Associates. Mr. Moss served as a Court Officer of First Judicial District of Pennsylvania from 2006 to 2007 | 1992(1) | | John M. Briggs, CPA, 65, serves as the Company’s lead independent director. Mr. Briggs was the Treasurer of the Philadelphia Affiliate of Susan G. Komen for the Cure from 2005 through 2011. Additionally, he is the founder and formerly a Partner of Briggs, Bunting & Dougherty, LLP, a registered public accounting firm. Mr. Briggs is currently a Board member of the Capstone Group of Regulated Investment Funds | 1993(1)(2) | | Dino D. Ottaviano, 68, Principal of D2O Marketing, Inc., a provider of internet productivity tools founded in 2006. Previously employed for 23 years with Transcontinental Direct (successor to Communication Concepts, Inc.), a publicly held outsourcing printer, retiring in 2002 as Vice President of Business Development | 2007(1)(3) | | Theodore Wahl, 42, President and Chief Executive Officer, since May 2015. Mr. Wahl joined the Company in 2004. Prior to his appointment to President and Chief Executive Officer, Mr. Wahl served as President and Chief Operating Officer, Executive Vice President & Chief Operating Officer, Vice President of Finance, Regional Manager, Regional Sales Director, District Manager, Facility Manager, as well as in a corporate financial management position. Prior to joining the Company, Mr. Wahl was a Senior Manager with Ernst & Young’s Transaction Advisory Group. Mr. Wahl is the son-in-law of Mr. Daniel P. McCartney. | 2011 | | Michael E. McBryan, 51, Executive Vice President, since April 2012. Mr. McBryan joined the Company in 1988. Prior to becoming Executive Vice President, Mr. McBryan served as Senior Vice President, Divisional Vice President, Regional Sales Director, District Manager and Facility Manager | 2011 | | Diane S. Casey, RN, 62, Clinical Nursing Coordinator (CNC) of Endoscopy at Huntingdon Valley Surgery Center, an AAAHC accredited health care facility, where she has worked for more than five years. Ms. Casey also was employed by Holy Redeemer Health Systems for many years in various surgical nursing and management positions | 2011(3) | | John J. McFadden, 54, Principal of Global Circulation Services, a provider of marketing and advertising services to Media and Publishing companies founded in 2008. Mr. McFadden previously worked at The McGraw-Hill Companies (parent company of Standard and Poor’s) where he held management positions within their global circulation, sales and outsourcing services departments for approximately 15 years | 2012(3) | | Jude Visconto, 42, Principal of American Property Holdings, a real estate investment firm focused on the acquisition, development and management of multi-family/senior housing and commercial assets, for more than five years. Mr. Visconto is an active member of the real estate community and participates in a variety of industry-related associations including The American Senior Housing Association, The Association of the National Investment Center for Senior Housing and Care, and The National Association of Realtors | 2015 |
ELECTION OF DIRECTORS
| (1) Member of Audit Committee. |
ELECTION OF DIRECTORS
| (2) Lead Independent Director. |
ELECTION OF DIRECTORS
| (3) Member of Nominating, Compensation and Stock Option Committee. |
Compensation Objectives
Compensation Objectives We refer to our President and Chief Executive Officer, the Chief Financial Officer, our former Chief Executive Officer and each of our other three most highly compensated executive officers as our Named Executive Officers ("NEOs"). As more fully described below, the base salary of Mr. Daniel McCartney was primarily based on a minimum base salary plus an additional amount based on the Company’s income from operations before income taxes and in 2015, 2014 and 2013, the salaries and bonuses, where applicable, of Messrs. Wahl, Shea, Bryan McCartney, McBryan and Bundick were based on their performance and level of responsibility. Our Nominating, Compensation and Stock Option Committee believes that the compensation paid is consistent with the principle that compensation plans of senior operational officers should be closely aligned with our performance on both a short-term and long-term basis to create value for shareholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success. In establishing compensation for executive officers, the following are the objectives of the Company and the Nominating, Compensation and Stock Option Committee:
Compensation Objectives
| • | Ensure officer compensation is aligned with our corporate strategies, business objectives and the long-term interests of our shareholders; and |
Compensation Objectives
To achieve these objectives, our overall compensation program aims to pay our NEOs competitively, consistent with our success and their contribution to that success. To accomplish this we rely on programs that provide compensation in the form of both cash and equity. Although our Nominating, Compensation and Stock Option Committee has not adopted any formal guidelines for allocating total compensation between cash and equity, the Nominating, Compensation and Stock Option Committee considers the balance between providing short-term and long-term incentives which are designed to help align the interests of management with shareholders. We have not retained a compensation consultant to review our policies and procedures with respect to executive compensation, although the Nominating, Compensation and Stock Option Committee may elect to retain such a consultant in the future if it determines that so doing would be helpful in developing, implementing or maintaining compensation plans. The Nominating, Compensation and Stock Option Committee conducts an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers. In addition, the Nominating, Compensation and Stock Option Committee has historically taken into account input from other independent members of our Board and, to the extent available, publicly available data relating to the compensation practices and policies of other companies within and outside our industry. As part of the review of the Company’s compensation, the compensation policies of the following companies have been examined: AMN Healthcare Services, Inc. (a healthcare staffing company), Crothall Services Group (a provider of hospital housekeeping, hospital facilities management, and hospital environmental services) and ARAMARK Corporation (a food, hospitality and facility service company). The Nominating, Compensation and Stock Option Committee believes that gathering information about the compensation practices of these companies is an important part of our compensation-related decision-making process. However, since none of these companies are specifically engaged in the Company's business and the Company is unaware of any other public company which provides housekeeping and food services solely to the health care industry and primarily to the long term care segment of the industry, the Company believes that compensation comparisons with the aforementioned companies are not apt. Accordingly, while the Nominating, Compensation and Stock Option Committee is aware of the compensation practices of the companies set forth above, the Nominating, Compensation and Stock Option Committee has not necessarily relied on comparisons with such entities for purposes of making compensation decisions for Company executive officers and the Company does not benchmark compensation against the compensation of such other companies. The overwhelming majority of votes cast at the 2015 Annual Meeting of Shareholders approved, on an advisory basis, the compensation of the Company's NEOs ("say-on-pay"). The Nominating, Compensation and Stock Option Committee considered that support in its efforts to align the Company's executive compensation policies with long-term shareholder interests.
Determination of Compensation Awards
Determination of Compensation Awards The compensation of the President and Chief Executive Officer of the Company is determined by the Nominating, Compensation and Stock Option Committee. The compensation of the former Chief Executive Officer was also determined by the Nominating, Compensation and Stock Option Committee. Such determinations regarding compensation are based on a number of factors including, in order of importance:
Determination of Compensation Awards
Compensation for the NEOs (referred to in the summary compensation table) other than the President and Chief Executive Officer and the former Chief Executive Officer, is determined by the President and Chief Executive Officer in consultation with the Nominating, Compensation and Stock Option Committee, taking into account the same factors considered in determining the President and Chief Executive Officer's compensation as described above. Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") limits deductibility of compensation in excess of $1 million paid to the Company's NEOs unless this compensation qualifies as "performance-based." Based on the applicable tax regulations, any taxable compensation derived from the exercise of stock options by senior executives under the Company's stock option plans should qualify as performance-based. The Company's 2012 Equity Incentive Plan (the "2012 Plan") contains limits as to how many stock options may be granted to a recipient in any calendar year and was approved by the Company's shareholders. Therefore, compensation received as a result of stock options granted under the 2012 Plan qualify as "performance-based" for purposes of Section 162(m) of the Code. As described under "Grant of Plan-Based Awards," stock options and restricted stock were granted in fiscal year 2015 to the NEOs. The Company applies a consistent approach to compensation for all employees, including senior management. This approach is based on the belief that the achievements of the Company result from the coordinated efforts of all employees working toward common objectives.
Elements of Compensation
Elements of Compensation Base Salary. Base salaries for our executives are established based on the scope of their responsibilities and individual experience, taking into account competitive market compensation paid by companies in our industry. Base salaries are reviewed annually, and adjusted from time to time to realign salaries with market levels. With respect to certain of our executive officers, this adjustment takes into account individual responsibilities, performance and experience. In 2015, Mr. Daniel McCartney's minimum base salary was approximately $19,000, with the balance of his base salary derived from the Performance-Based Compensation criteria described in the paragraph below. The annual salary for Mr. Wahl was approximately $1,000,000 and was reflective of his responsibilities as President and Chief Operating Officer, as determined before his promotion to President and Chief Executive Officer. The annual salary for Mr. John Shea was approximately $450,000 and was reflective of his responsibilities as Chief Financial Officer. The annual salaries of Mr. Michael McBryan and Mr. Bryan McCartney are approximately $106,000 with Performance-Based Compensation that is based on the criteria noted below and are reflective of their responsibilities as Executive Vice Presidents. The annual salary for Mr. Jason Bundick was approximately $311,000 with Performance-Based Compensation that is based on the criteria noted below and was reflective of his responsibilities as Chief Compliance Officer, General Counsel and Secretary. Performance-Based Compensation. We structure our annual incentive program to reward certain executive officers based on our performance and our evaluation of the individual executive's contribution to that performance. This allows executive officers to receive such compensation based on the results that they helped us to achieve in the previous year. The incentive payment, based upon the Company's prior year performance, becomes the major portion for certain NEOs' salaries for the following year. Mr. Daniel P. McCartney's incentive payment for 2015 was based on a rate of 1.58% of the income from operations before income taxes of the Company in accordance with generally accepted accounting principles in the fiscal year immediately preceding the year for which such annual salary is calculated. In the 2014 and 2013 periods, the Company used rates of 1.48% and 1.40%, respectively, for purposes of calculating Mr. Daniel McCartney's incentive payments. The Company used a 3% rate for more than 20 years. Prior to 2006, such rate was deemed to be representative of performance-based compensation for the Chairman and Chief Executive Officer, as well as providing for a compensation level which reflects the performance of the Company. In 2007, the Company reduced the rate to 2.3% as it believed that this reduced rate was a fair and appropriate measure by reason of the continued increase in the Company's income before income taxes. Based on the continued increase in the Company's income before income taxes, the Company believed that further rate reductions including from 1.70% to 1.40% in 2013 after the reduction from 1.85% to 1.70% in 2012 was appropriate. Moreover, the Nominating, Compensation and Stock Option Committee historically established the rate to more align Daniel McCartney's compensation with the compensation of the Company's other managerial employees. The Nominating, Compensation and Stock Option Committee historically tied the compensation of Mr. Daniel McCartney into the Company's financial performance because he has had responsibility for all key strategic and policy decisions impacting the Company. Mr. Bryan McCartney and Mr. McBryan are also subject to incentive compensation payments which are based on certain financial and non-financial performance measurements including facility growth, profitability, client retention and satisfaction. Their incentive compensation is reflective of their overall responsibility of the management of our operations and the delivery of the expected financial and non-financial performance associated with our services. Mr. Bundick is subject to incentive compensation payments which is based on certain financial and non-financial performance measurements including Company and personal performance. Discretionary Long-Term Equity Incentive Awards. The Nominating, Compensation and Stock Option Committee is responsible for determining the individuals who will be granted stock options, the number of stock options each individual will receive, the option price per share, and the exercise period of each stock option. Guidelines for the number of stock options granted to each executive officer are determined using a procedure approved by the Nominating, Compensation and Stock Option Committee based upon several factors, including the executive officer's salary level, performance and the value of the stock option at the time of grant. We grant stock options at the fair market value of the underlying stock on the date of grant. In January 2016, 2015 and 2014, the Nominating, Compensation and Stock Option Committee granted options to purchase an aggregate of approximately 103,000, 92,000 and 96,000 shares of Common Stock, respectively, to our current NEOs and directors. Additionally, in January 2016, 2015 and 2014, the Nominating, Compensation and Stock Option Committee granted restricted stock awards of an aggregate of 39,400, 22,275 and 12,225 shares, respectively, to our current NEOs. Such awards are detailed for the respective NEOs in the table reporting on Grant of Plan-Based Awards included in this proxy statement. In making its decision to grant these awards, the Nominating, Compensation and Stock Option Committee considered the competitive challenges to our business and the commitments of time, energy and expertise our executive officers have expended to meet these challenges and foster the growth and financial position of the Company. The Nominating, Compensation and Stock Option Committee has also granted stock options to all other levels of Company management and key employees and believes that the grant of the stock options to the NEOs is aligned with the grants to such management and key employees and also aligns the interest of management with shareholders. As indicated under "Compensation Objectives" above, the Nominating, Compensation and Stock Option Committee has not adopted any formal guidelines for allocating total compensation between cash and equity. Deferred Compensation Plan. We have a Supplemental Executive Retirement Plan (the "SERP") for certain executives and key employees. The SERP is not qualified under Section 401 of the Code. Effective 2010, the SERP was amended to allow participants to defer up to 25% of their earned income on a pre-tax basis. As of the last day of each plan year, each participant will receive a 25% match of up to 15% of their deferral in the form of our Common Stock based on the then current market value. SERP participants fully vest in our matching contribution three years from the first day of the initial year of participation. The income deferred and our matching contributions are unsecured and subject to the claims of our general creditors. Under the SERP, we are authorized to issue up to 1,013,000 shares of our Common Stock to our employees. Pursuant to such authorization, 421,000 shares are available for future grant at December 31, 2015 (after deducting the 2015 funding of 15,000 shares delivered in 2016). In the aggregate, since initiation of the SERP, the Company's 25% match has resulted in 591,000 shares (including the 2015 funding of shares delivered in 2016) being issued to the trustee. At the time of issuance, such shares were accounted for at cost, as treasury stock. At December 31, 2015, approximately 359,000 of such shares are vested and remain in the respective active participants’ accounts.
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information regarding compensation paid or accrued during the Company’s prior three fiscal years for the Company’s President and Chief Executive Officer, Chief Financial Officer, former Chief Executive Officer and the three highest paid executive officers serving at the end of 2015 (the NEOs).
Summary Compensation Table
| | | Salary | Bonus | Stock Awards (5) | Option Awards (5) | Nonqualified Deferred Compensation Earnings | All Other Compensation (6) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Theodore Wahl | 2015 | 1,005,376 | — | 227,250 | 99,600 | 37,702 | 8,616 | 1,378,544 | | President & Chief | 2014 | 998,142 | — | 105,075 | 123,600 | 38,150 | 8,616 | 1,273,583 | | Executive Officer & Director | 2013 | 996,255 | — | 23,500 | 102,150 | 37,360 | 8,616 | 1,167,881 | | John C. Shea | 2015 | 450,000 | — | 49,995 | 10,956 | 16,875 | 3,776 | 531,602 | | Chief Financial Officer | 2014 | 447,736 | — | 17,513 | 51,500 | 17,113 | 3,776 | 537,638 | | | 2013 | 389,039 | — | 8,225 | 34,050 | 14,589 | 976 | 446,879 | | Bryan D. McCartney | 2015 | 106,434 | 868,406 | 75,750 | 99,600 | 36,557 | 13,000 | 1,199,747 | | Executive Vice President | 2014 | 102,492 | 705,766 | 58,546 | 123,600 | 30,310 | 13,000 | 1,033,714 | | | 2013 | 102,492 | 723,267 | 32,767 | 102,150 | 30,966 | 13,000 | 1,004,642 | | Michael E. McBryan | 2015 | 106,434 | 868,406 | 75,750 | 99,600 | 36,553 | 13,000 | 1,199,743 | | Executive Vice President & | 2014 | 102,492 | 708,766 | 58,171 | 123,600 | 30,422 | 13,000 | 1,036,451 | | Director | 2013 | 102,492 | 723,267 | 30,043 | 102,150 | 30,966 | 13,000 | 1,001,918 | | Daniel P. McCartney | 2015 | 520,526(1) | — | 227,250 | 99,600 | 19,520 | 17,804 | 884,700 | | Chairman of the Board & | 2014 | 1,005,108(2) | — | 105,075 | 123,600 | 38,416 | 18,705 | 1,290,904 | | former Chief Executive Officer | 2013 | 1,005,108(3) | — | 23,500 | 102,150 | 37,692 | 17,805 | 1,186,255 | | Jason J. Bundick | 2015 | 311,250(6) | 99,671 | 18,938 | 33,200 | 10,273 | 2,800 | 476,132 | | General Counsel & Secretary | 2014 | 262,205 | 69,089 | 9,807 | 41,200 | 4,204 | 2,800 | 389,305 | | | 2013 | 249,423 | — | — | 23,835 | — | — | 273,258 |
Summary Compensation Table
| (1) Represents a base salary of $19,000 and 1.58% of 2014 reported income before income taxes ($31,708,000), all of which was paid in 2015. |
Summary Compensation Table
| (2) Represents a base salary of $19,000 and 1.48% of 2013 reported income before income taxes ($66,489,000), all of which was paid in 2014. |
Summary Compensation Table
| (3) Represents a base salary of $19,000 and 1.40% of 2012 reported income before income taxes ($70,264,000), all of which was paid in 2013. |
Summary Compensation Table
| (4) The amounts in these columns do not reflect compensation actually received by the NEO, nor do they reflect the actual value that will be recognized by the NEO. Instead, the amounts reflect the aggregate grant date fair value of stock and option awards granted under either our ESPP or stock option plan computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. ESPP awards are valued at the difference between the fair market value of the Company's common stock at the award date and the respective ESPP purchase price. Restricted stock awards are valued utilizing the grant date fair value. Stock options are valued utilizing the Black-Scholes option valuation model on the date of grant. A more detailed discussion of the assumptions of our ESPP and stock option plan may be found in Note 9 of the Notes to the Financial Statements in our Form 10-K for the year ended December 31, 2015. |
Summary Compensation Table
| (5) Includes automobile allowance, contributions paid by the Company towards employee's health insurance premiums and personal use of tickets for sporting events. |
Summary Compensation Table
| (6) Mr. Bundick became a NEO in 2015. Prior thereto, he was an executive officer of the Company. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2015, to each of the NEOs.
Grant of Plan-Based Awards
| | Grant Date | Date Award Approved | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Options Awards | Grant Date Fair Value of Stock and Option Awards | | Name | | | (#) | (#) | ($/sh) | ($) | | Theodore Wahl | 1/5/2015 | 12/16/2014 | 7,500 | 15,000 | $30.30 | 326,850 | | John C. Shea | 1/5/2015 | 12/16/2014 | 1,650 | 1,650 | $30.30 | 60,951 | | Bryan D. McCartney | 1/5/2015 | 12/16/2014 | 2,500 | 15,000 | $30.30 | 175,350 | | Michael E. McBryan | 1/5/2015 | 12/16/2014 | 2,500 | 15,000 | $30.30 | 175,350 | | Daniel P. McCartney | 1/5/2015 | 12/16/2014 | 7,500 | 15,000 | $30.30 | 326,850 | | Jason Bundick | 1/5/2015 | 12/16/2014 | 625 | 5,000 | 30.30 | 52,138 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The Company has not entered into employment contracts with any of the NEOs. No previously granted options or other equity-based awards were re-priced or otherwise materially modified during the fiscal year ended December 31, 2015. As set forth above in the "Compensation Discussion and Analysis," the Company believes that part of the compensation for the NEOs should be in the form of long-term equity grants so as to align the interests of the Named Executive Officers with the Company's shareholders. In accordance with these objectives, Messrs. Wahl, Shea, Bryan McCartney, McBryan, Daniel McCartney, and Bundick received stock options to purchase of 15,000, 1,650, 15,000, 15,000, 15,000 and 5,000 shares, respectively, and restricted stock awards of 7,500, 1,650, 2,500, 2,500, 7,500 and 625 shares, respectively. These stock options and restricted stock awards vest over five years, as an incentive to the NEOs to increase the long-term value of the Company and thereby increase the value of its Common Stock.
Outstanding Equity Awards at December 31, 2015
Outstanding Equity Awards at December 31, 2015 The following tables set forth information concerning the outstanding equity awards of each of the NEOs as of December 31, 2015:
Outstanding Equity Awards at December 31, 2015
| | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | | Name | (#) | (#) | ($) | | (#) | ($) | | Theodore Wahl | 7,500 | — | $10.3867 | 1/5/2019 | — | — | | | 11,250 | — | $14.3067 | 1/4/2020 | — | — | | | 15,000 | — | $16.1100 | 1/6/2021 | — | — | | | 12,000 | 3,000 | $17.5000 | 1/5/2022 | — | — | | | 9,000 | 6,000 | $23.5000 | 1/4/2023 | — | — | | | 6,000 | 9,000 | $28.0200 | 1/3/2024 | — | — | | | 3,000 | 12,000 | $30.3000 | 1/5/2025 | — | — | | | — | 15,000 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 600 | 20,922 | | | — | — | — | — | 3,000 | 104,610 | | | — | — | — | — | 7,500 | 261,525 | | John C. Shea | 750 | — | $14.3067 | 1/4/2020 | — | — | | | 4,000 | — | $16.1100 | 1/6/2021 | — | — | | | 4,000 | 1,000 | $17.5000 | 1/5/2022 | — | — | | | 3,000 | 2,000 | $23.5000 | 1/4/2023 | — | — | | | 2,500 | 3,750 | $28.0200 | 1/3/2024 | — | — | | | 330 | 1,320 | $30.3000 | 1/5/2025 | — | — | | | — | 1,650 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 210 | 7,323 | | | — | — | — | — | 500 | 17,435 | | | — | — | — | — | 1,650 | 57,536 | | Bryan D. McCartney | 22,500 | — | $13.9267 | 1/3/2018 | — | — | | | 22,500 | — | $14.3067 | 1/4/2020 | — | — | | | 15,000 | — | $16.1100 | 1/6/2021 | — | — | | | 12,000 | 3,000 | $17.5000 | 1/5/2022 | — | — | | | 9,000 | 6,000 | $23.5000 | 1/4/2023 | — | — | | | 6,000 | 9,000 | $28.0200 | 1/3/2024 | — | — | | | 3,000 | 12,000 | $30.3000 | 1/5/2025 | — | — | | | — | 15,000 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 600 | 20,922 | | | — | — | — | — | 1,500 | 52,305 | | | — | — | — | — | 2,500 | 87,135 | | Michael E. McBryan | 22,500 | — | $13.9267 | 1/3/2018 | — | — | | | 22,500 | — | $14.3067 | 1/4/2020 | — | — | | | 15,000 | — | $16.1100 | 1/6/2021 | — | — | | | 12,000 | 3,000 | $17.5000 | 1/5/2022 | — | — | | | 9,000 | 6,000 | $23.5000 | 1/4/2023 | — | — | | | 6,000 | 9,000 | $28.0200 | 1/3/2024 | — | — | | | 3,000 | 12,000 | $30.3000 | 1/5/2025 | — | — | | | — | 15,000 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 600 | 20,922 | | | — | — | — | — | 1,500 | 52,305 | | | — | — | — | — | 2,500 | 87,135 |
Outstanding Equity Awards at December 31, 2015
| | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | | Name | (#) | (#) | ($) | | (#) | ($) | | Daniel P. McCartney | 37,500 | — | $13.9267 | 1/3/2018 | — | — | | | 37,500 | — | $10.3867 | 1/5/2019 | — | — | | | 37,501 | — | $14.3067 | 1/4/2020 | — | — | | | 25,000 | — | $16.1100 | 1/6/2021 | — | — | | | 20,000 | 5,000 | $17.5000 | 1/5/2022 | — | — | | | 9,600 | 6,000 | $23.5000 | 1/4/2023 | — | — | | | 6,000 | 9,000 | $28.0200 | 1/3/2024 | — | — | | | 3,000 | 12,000 | $30.3000 | 1/5/2025 | — | — | | | — | 15,000 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 600 | 20,922 | | | — | — | — | — | 3,000 | 104,610 | | | — | — | — | — | 7,500 | 261,525 | | Jason Bundick | 2,100 | 1,400 | $23.5000 | 1/4/2023 | — | — | | | 2,000 | 3,000 | $28.0200 | 1/3/2024 | — | — | | | 1,000 | 4,000 | $30.3000 | 1/5/2025 | — | — | | | — | 6,000 | $34.1400 | 1/4/2026 | — | — | | | — | — | — | — | 280 | 9,764 | | | — | — | — | — | 625 | 21,794 |
Outstanding Equity Awards at December 31, 2015
| (1) Unless otherwise noted herein, restricted stock awards vest at the rate of 20% annually, commencing on the first anniversary from the grant date, subject to accelerated vesting upon certain terminations of employment following certain corporate transactions involving the Company. The shares of common stock underlying the restricted stock awards will be issued upon vesting. |
Outstanding Equity Awards at December 31, 2015
| (2) Valued based on the closing price of a share of the Company's Common Stock on December 31, 2015 as reported on the NASDAQ Global Select Market ($34.87). |
Option Exercises and Stock Vested during 2015
Option Exercises and Stock Vested during 2015 The following table sets forth information concerning the option exercises and stock vested of each of the NEOs during the year ended December 31, 2015:
Option Exercises and Stock Vested during 2015
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired On Exercise | Value Realized on Exercise | Number of Shares Acquired On Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Theodore Wahl | — | — | 950 | 29,289 | | John C. Shea | — | — | 195 | 6,012 | | Bryan D. McCartney | 22,500 | 836,325 | 575 | 17,727 | | Michael E. McBryan | 22,500 | 836,325 | 575 | 17,727 | | Daniel P. McCartney | — | — | 950 | 29,289 | | Jason Bundick | — | — | 70 | 2,158 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth information concerning the non-qualified deferred compensation of each of the NEOs during the year ended December 31, 2015, as well as the aggregate balance of non-qualified deferred compensation as of December 31, 2015.
Nonqualified Deferred Compensation
| | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Balance at Last FYE | | Name | ($) | ($) | ($) | ($) | | Theodore Wahl | 150,807 | 37,702 | (1,198) | 1,196,242 | | John C. Shea | 67,500 | 16,875 | 7,871 | 394,571 | | Bryan D. McCartney | 243,710 | 36,557 | 132,778 | 3,316,851 | | Michael E. McBryan | 243,684 | 36,553 | 135,877 | 3,592,301 | | Daniel P. McCartney | 78,079 | 19,520 | 316,014 | 6,055,029 | | Jason Bundick | 41,092 | 10,273 | (4,223) | 64,643 |
Directors' Compensation
Directors' Compensation Directors who are also our employees are not separately compensated for their service as directors. Our non-employee directors received the following aggregate amounts of compensation for the year ended December 31, 2015:
Directors' Compensation
| | Fees Earned or Paid in Cash | Option Awards (8)(9) | Total | | Name | ($) | ($) | ($) | | John Briggs (1) | 51,000 | 33,207 | 84,207 | | Robert L. Frome (2) | 5,000 | 33,207 | 38,207 | | Robert J. Moss (3) | 11,000 | 33,207 | 44,207 | | Dino D. Ottaviano (4) | 14,000 | 33,207 | 47,207 | | Diane S. Casey (5) | 8,000 | 33,207 | 41,207 | | John J. McFadden (6) | 8,000 | 33,207 | 41,207 | | Jude Visconto (7) | 2,000 | — | 2,000 |
Directors' Compensation
| (1) Mr. Briggs had vested options to purchase 13,778 shares of Common Stock outstanding as of December 31, 2015. |
Directors' Compensation
| (2) Mr. Frome had vested options to purchase 28,356 shares of Common Stock outstanding as of December 31, 2015. |
Directors' Compensation
| (3) Mr. Moss had vested options to purchase 24,991 shares of Common Stock outstanding as of December 31, 2015. |
Directors' Compensation
| (4) Mr. Ottaviano had vested options to purchase 9,350 shares of Common Stock as of December 31, 2015. |
Directors' Compensation
| (5) Ms. Casey had vested options to purchase 6,003 shares of Common Stock as of December 31, 2015. |
Directors' Compensation
| (6) Mr. McFadden had vested options to purchase 3,002 shares of Common Stock as of December 31, 2015. |
Directors' Compensation
| (7) Mr. Visconto was elected to the Board in May 2015. |
Directors' Compensation
| (8) Represents the dollar amount recognized for financial statement reporting purposes with respect to the grant date fair value of option grants made to each director during the 2015 fiscal year. The fair value was estimated using the Black-Scholes option valuation model in accordance with FASB ASC Topic 718. |
Directors' Compensation
| (9) All stock option awards granted in 2015 become vested and exercisable ratably over a five year period on each yearly anniversary date of the option grant. |