DEF 14A of Legacy Housing Corp
Filed Sep 18, 2026 · FY20250001104659-26-108932
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Certificate of Formation provides that the number of directors is fixed by Board resolution. Our Board consists of four directors, who are listed below:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Principal Occupation | Director Since | | Kenneth E. Shipley | 67 | Co-Founder, Chairman of the Board and Chief Executive Officer of Legacy Housing | 2018 | | Brian J. Ferguson(1) | 46 | Attorney and Certified Public Accountant | 2023 | | Skyler M. Howton(1) | 38 | Attorney | 2024 | | Jeffrey K. Stouder(2) | 55 | Chief Accounting Officer at Tungsten Automation | 2020 |
PROPOSAL 1: ELECTION OF DIRECTORS
(1) Member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. (2) Member of the Audit Committee and the Compensation Committee. Unless you indicate otherwise, shares represented by executed proxies will be voted “FOR” the election as directors of the persons listed above. As of the date of this proxy statement, the Company has no reason to believe that any nominee will be unable to serve or for good cause will not serve as a director. However, if for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may recommend, and the Board may propose a substitute nominee at the Annual Meeting and the proxies identified in the proxy card will vote to approve the election of the substitute nominee. If substitute nominees are proposed, we will, in full compliance with all applicable state and federal laws and regulations, file an amended proxy statement and proxy card that, as applicable, (i) identifies the substitute nominee(s), (ii) discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected and (iii) includes the disclosure required by Item 7 of Schedule 14A with respect to such nominees.
Director Qualifications
Director Qualifications Our Board, acting through our Nominating and Corporate Governance Committee, is responsible for nominating directors that have the experience, qualifications, skills, and attributes necessary to guide the Company and effectively serve on the Board. To that end, we have highlighted specific experience, qualifications and skills that we believe qualify each individual to serve as a director of Legacy.
Director Biographies
Director Biographies The following is a brief description of our directors’ business experience: Kenneth E. Shipley co-founded our company in 2005, served as our Co-Chief Executive Officer from January 2018 to February 2019, our President and Chief Executive Officer from February 2019 to June 2022, our Executive Vice President from June 2022 to October 2025, and our Chairman of the Board from December 2024 to October 2025, and is currently serving as our Chief Executive Officer since October 2025. He has been a member of our Board since January 2018. Prior to that, Mr. Shipley served as a partner of the company’s predecessor, Legacy Housing, Ltd. Mr. Shipley has more than 32 years of experience in the manufactured home industry. Since 1981, he has also owned and operated Bell Mobile Homes in Lubbock, Texas, a manufactured home retailer. Mr. Shipley is our co-founder and one of our largest stockholders. His extensive experience as a Board member and our Chief Executive Officer and in-depth knowledge of the manufactured housing industry make him well qualified to serve on our Board. Brian J. Ferguson was elected to our Board in December 2023. He has practiced law as a Texas attorney since 2005 and was certified as public accountant in 2006. He currently owns and manages a portfolio of oil and gas interests concentrated in West Texas and real estate holdings in the Rio Grande Valley. In addition, Mr. Ferguson has consulted on audit, compliance and regulatory issues for publicly traded companies and registered investment advisors since 2005. He is a 2002 graduate of the University of Texas Undergraduate School of Business and Graduate School of Business. He graduated from the University of Texas School of Law in 2005. He was commissioned as an officer in the United States Air Force, where he continues to serve in the Reserve component. Mr. Ferguson’s experience on audit, compliance and regulatory matters makes him well qualified to serve on our Board. Skyler M. Howton was elected to our Board in November 2024. She has practiced law as a Dallas-based attorney since 2013, and she currently serves as the Mass Torts Practice Group Leader at the Rogge Dunn Group, PC, where she handles product liability claims against major corporations nationwide. Ms. Howton has also represented small, large and Fortune 50 companies over her more than ten years’ experience at AM Law 100 firms. Ms. Howton is a 2009 graduate of Pepperdine University and a 2012 graduate of Baylor Law School, where she served as Articles Editor of the Baylor Law Review. In 2022, Ms. Howton returned to Baylor Law School to obtain an LLM in Litigation Management. Ms. Howton is active in the Dallas community. Ms. Howton served as a Dallas CASA for more than five years. Ms. Howton currently serves as a committee chair for Attorneys Serving the Community, a position she has held for ten years, and as a Vice President on the Board of Directors for the Dallas Women Lawyers Association. Ms. Howton’s experience on compliance, regulatory and corporate governance issues makes her well qualified to serve on our Board. Jeffrey K. Stouder was elected to our Board in December 2020. Mr. Stouder is the Chief Accounting Officer at Tungsten Automation, a global leader in intelligent workflow automation, since September 2025. Mr. Stouder’s career spans over 30 years, leading global accounting and finance organizations across software, manufacturing and IT hardware industries. Prior to Tungsten Automation, Mr. Stouder served as Vice President and Global Controller at E2open, LLC from August 2019 to September 2025. Mr. Stouder has also previously held leadership roles at Global Resale, NBG Home and Dell Technologies. Mr. Stouder began his career at Arthur Andersen LLP in the Dallas office, where he worked in the audit practice as staff, senior, and audit manager from 1994 to 2000. Mr. Stouder received his B.B.A. and M.S. Accounting degrees from Texas Tech University and is a certified public accountant. Mr. Stouder’s 30 years of experience in accounting, finance, audit, corporate governance, mergers and investor relations makes him well qualified to serve on our Board. There are no family relationships among any of the executive officers or directors.
Employment Agreements
Employment Agreements As of December 31, 2025, none of our NEOs had written employment agreements. Messrs. Hodgson and Shipley, in consultation with our independent directors, have each agreed to receive a salary as our Executive Chairman and Chief Executive Officer, respectively, at a rate of $50,000 per year. Mr. Shipley works full-time for our company and there is no set term for his employment. Mr. Hodgson retired from his position as Executive Chairman, effective July 21, 2026. Mr. Langbert became our Chief Financial Officer in December 2025. He works full-time for our company and there is no set term for his employment. He currently receives a monthly salary of $10,000.
Summary Compensation Table
Summary Compensation Table The table below shows the compensation paid to or earned by our NEOs for the years ended December 31, 2025 and December 31, 2024 and the positions such NEOs held during the year ended December 31, 2025.
Summary Compensation Table
| Name and Position | Years | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Curtis D. Hodgson Executive Chairman of the Board(2) | 2025 | 50,000 | — | — | — | — | 50,000 | | | 2024 | 119,423 | — | — | — | — | 119,423 | | Kenneth E. Shipley Chief Executive Officer and Director(3) | 2025 | 50,000 | — | — | — | — | 50,000 | | | 2024 | 50,000 | — | — | — | — | 50,000 | | R. Duncan Bates Former President and Chief Executive Officer(4) | 2025 | 284,699 | 70,000 | — | — | — | 354,699 | | | 2024 | 300,000 | 30,000 | — | — | — | 330,000 | | Jon A. Langbert Chief Financial Officer(5) | 2025 | — | — | — | 184,106 | — | 184,106 | | | 2024 | — | — | — | — | — | — | | Jeffrey M. Fiedelman Former Chief Financial Officer(6) | 2025 | 255,264 | — | — | — | — | 255,264 | | | 2024 | 276,058 | 27,500 | — | — | — | 303,558 | | Ronald C. Arrington Former Interim Chief Financial Officer(7) | 2025 | 124,904 | — | — | — | — | 124,904 | | | 2024 | — | — | — | — | — | — |
Summary Compensation Table
(1) Represents option awards granted in 2025 pursuant to our Plan (as defined below). The aggregate grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject to time-based vesting. The assumptions used in calculating these amounts are discussed in Note 2 of the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) Mr. Hodgson became Executive Chairman of the Board in October 2025. He retired from the Company in July 2026. (3) Mr. Shipley became our Chief Executive Officer in October 2025. He was previously Chairman and Executive Vice President. (4) Mr. Bates resigned as our Chief Executive Officer in October 2025. (5) Mr. Langbert became our Chief Financial Officer in December 2025. (6) Mr. Fiedelman resigned as our Chief Financial Officer in October 2025. Mr. Arrington served as our Interim Chief Financial Officer from October 2025 to December 2025.
Outstanding Equity Awards
Outstanding Equity Awards The following table lists outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive Plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | R. Duncan Bates(1) | 6/7/22 | 6,246 | — | — | 16.01 | 1/8/26 | — | — | — | — | | | 6/7/22 | 90,000 | — | — | 36.00 | 1/8/26 | — | — | — | — | | | 6/7/22 | 180,000 | — | — | 48.00 | 1/8/26 | — | — | — | — | | | | | | | | | — | — | — | — | | Jeffrey M. Fiedelman(1) | 12/1/23 | 8,598 | — | — | 23.26 | 1/8/26 | — | — | — | — | | | | | | | | | — | — | — | — | | Jon A. Langbert(2) | 12/19/25 | — | 25,189 | — | 19.85 | 12/19/35 | — | — | — | — |
Outstanding Equity Awards
(1) Mr. Bates and Mr. Fiedelman resigned in October 2025. Their vested and exercisable stock options remained exercisable for 90 days following their resignations, after which any unexercised options expire. All unvested equity awards were forfeited upon resignation. (2) Mr. Langbert received the award upon joining the Company as Chief Financial Officer in December 2025.
Options Exercised and Stock Vested
Options Exercised and Stock Vested During the year ended December 31, 2025 there were no options exercised and stock vested by the NEOs.
Pension Benefits and Nonqualified Deferred Compensation
Pension Benefits and Nonqualified Deferred Compensation We do not provide any pension benefits, nonqualified defined contribution or other deferred compensation plans for our NEOs.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control As of December 31, 2025, none of our NEOs had written employment agreements. As such there are no potential payments due upon a termination or change of control.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards We grant a variety of equity awards, including: • Stock Options: Incentive stock options and non-qualified stock options with exercise prices at or above fair market value on the grant date. • Restricted Stock Units (“RSUs”): Units representing the right to receive shares of common stock upon vesting. • Performance-Based Awards: Equity awards that vest based on achievement of specified performance goals. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted equity awards pursuant to the terms of the applicable equity incentive plan and associated award agreements. Generally, grants to executive officers and employees occur on a set schedule, such as at the annual meeting of the Board or Compensation Committee, upon commencement of employment or in other special circumstances. Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The exercise price for stock options is set at or above the fair market value of our Common Stock on the date of grant, as determined by the closing price on our principal stock exchange. Our Compensation Committee reviews and proposes equity awards for executive officers and directors, considering individual performance, competitive market practices, and alignment with company goals. Said proposals are then forwarded to the Board for approval. For non-executive employees, Qualified Stock Option awards are typically administered by the Chief Executive Officer, consistent with established guidelines. Equity awards generally vest over a multi-year period, typically five years, subject to continued service. Certain awards may vest based on performance criteria. Unvested awards are forfeited upon termination of employment or service, except as otherwise provided in award agreements or severance arrangements. The Board or Compensation Committee may adjust awards as necessary to reflect corporate events such as stock splits, recapitalizations, or mergers. The Company generally prohibits repricing of stock options without stockholder approval. In alignment with corporate governance best practices, equity awards are subject to clawback or recoupment in the event of material financial restatements or violations of company policies, as determined by the Board. During the last completed fiscal year, we did not make any stock option awards to our NEOs during the period beginning on the four-business day before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company. The following table provides information regarding Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs during the last three fiscal years. The 2025 amounts in the following tables reflect corrections to the compensation actually paid figures previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025. The corrections relate to the valuation of equity awards forfeited during 2025 and do not affect the Summary Compensation Table or our consolidated financial statements. The tables below also reflect updates to the amount of the 2024 compensation actually paid to Mr. Bates and the total shareholder return figures previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
Pay Versus Performance
| Year | Summary Compensation Total for R. Duncan Bates ($)(1) | Compensation Actually Paid to R. Duncan Bates ($)(2) | Summary Compensation Total for Kenneth E. Shipley ($)(1) | Compensation Actually Paid to Kenneth E. Shipley ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: Cumulative Total Shareholder Return ($)(5) | Net Income (in thousands) ($)(6) | | 2025 | 354,699 | (4,805,515) | 50,000 | 50,000 | 153,568 | 124,984 | 102.95 | 41,809 | | 2024 | 330,000 | (1,225,827) | — | — | 157,660 | 284,182 | 130.17 | 61,642 | | 2023 | 400,000 | 587,176 | — | — | 219,171 | 26,045 | 133.02 | 54,460 |
Pay Versus Performance
During 2025, our PEOs were Kenneth E. Shipley and Duncan Bates. During 2023 and 2024, our PEO was Duncan Bates. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Bates and Shipley as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Bates and Shipley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments reflected in this table were made to Mr. Bates’ and Mr. Shipley’s total compensation for 2025 to determine the compensation actually paid: Adjustments to the Summary Compensation Table Total to arrive at CAP for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans or dividends. The assumptions used for determining the fair values shown in this table are consistent with those used to determine the fair values disclosed as of the grant date of such awards.
Pay Versus Performance
| Name | Summary Compensation Total for PEO ($) | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) | Plus: Fair Value of Unvested Equity at Fiscal Year End (Current Year Awards) ($) | Plus: Increase / (Decrease) in Fair Value of Equity Vested During Fiscal Year ($) | Plus: Increase / (Decrease) in Fair Value of Unvested Equity at Fiscal Year End ($) | Plus: Increase / (Decrease) in Fair Value of Equity Vested During Fiscal Year (Prior Year Awards) ($) | Less: Fair Value of Equity Awards at Prior Year-End Forfeited in Current Fiscal Year ($) | Compensation Actually Paid to PEO ($) | | R. Duncan Bates | 354,699 | — | — | — | — | (480,959) | (4,679,255) | (4,805,515) | | Kenneth E. Shipley | 50,000 | — | — | — | — | — | — | 50,000 |
Pay Versus Performance
(3) During 2025, our Non-PEO NEOs were Curtis D. Hodgson, Jon A. Langbert, Ronald C. Arrington and Jeffrey M. Fiedelman; during 2024, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley and Jeffrey M. Fiedelman; during 2023, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley, Jeffrey V. Burt, Ronald C. Arrington and Jeffrey M. Fiedelman. (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 3 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for 2025 to determine the compensation actually paid: Adjustments to the Summary Compensation Table Total to arrive at CAP for non-PEO NEOs (shown as an average) are presented below. No adjustments were necessary for defined benefit and pension plans or dividends.
Pay Versus Performance
| Year | Average Summary Compensation Total for Non-PEO NEOs ($) | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) | Plus: Fair Value of Unvested Equity at Fiscal Year End (Current Year Awards) ($) | Plus: Increase / (Decrease) in Fair Value of Equity Vested During Fiscal Year ($) | Plus: Increase / (Decrease) in Fair Value of Unvested Equity at Fiscal Year End ($) | Plus: Increase / (Decrease) in Fair Value of Equity Vested During Fiscal Year (Prior Year Awards) ($) | Less: Fair Value of Equity Awards at Prior Year-End Forfeited in Current Fiscal Year ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 153,568 | (46,026) | 53,148 | — | — | — | (35,707) | 124,984 |
Pay Versus Performance
Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December 31, 2022. The dollar amounts reported represent the amount of net income reflected in our Company’s audited financial statements for the applicable year.
Relationships Between Certain Data in the Pay Versus Performance Table
Relationships Between Certain Data in the Pay Versus Performance Table The graph below illustrates the relationship between CAP and cumulative total shareholder return. The cumulative total shareholder return assumes $100 was invested for the period starting December 31, 2022 through the end of the listed fiscal year. The graph shows CAP for both PEOs, Kenneth E. Shipley and R. Duncan Bates. The graph below illustrates the relationship between CAP and net income. The graph shows CAP for both PEOs, Kenneth E. Shipley and R. Duncan Bates. We structure our executive compensation program to award compensation based on individual and Company performance, to be competitive in the market and to retain our executives.
2018 Incentive Compensation Plan
2018 Incentive Compensation Plan Our Board and the holders of a majority of our outstanding shares of common stock adopted our 2018 Incentive Compensation Plan (the “Plan”) prior to the closing of our IPO. The purpose of our Plan is to assist us in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to us. Administration. Our Plan is to be administered by our Compensation Committee, provided, however, that except as otherwise expressly provided in the Plan, the Board may exercise any power or authority granted to the committee under our Plan. Subject to the terms of our Plan, the committee is authorized to select eligible persons to receive awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards, prescribe award agreements (which need not be identical for each participant), and the rules and regulations for the administration of the Plan, construe and interpret the Plan and award agreements, and correct defects, supply omissions or reconcile inconsistencies in them, and make all other decisions and determinations as the committee may deem necessary or advisable for the administration of our Plan. Eligibility. The persons eligible to receive awards under our Plan are the officers, directors, employees, consultants and other persons who provide services to us. An employee on leave of absence may be considered as still in the employ of our company for purposes of eligibility for participation in our Plan. Types of Awards. Our Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Performance awards may be based on the achievement of specified business or personal criteria or goals, as determined by the committee. Shares Available for Awards. The total number of shares of common stock that may be subject to the granting of awards under our Plan at any time during the term of the Plan will be equal to 2,500,000 shares. This limit will be increased by the number of shares with respect to which awards previously granted under our Plan that are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares, and the number of shares that are tendered (either actually or by attestation) or withheld upon exercise of an award to pay the exercise price or any tax withholding requirements. Stock Options and Stock Appreciation Rights. The committee is authorized to grant stock options, including both incentive stock options, or ISOs, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options, and stock appreciation rights entitling the participant to receive the amount by which the fair market value of a share of common stock on the date of exercise exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock appreciation right are determined by the committee, but in the case of an ISO must not be less than the fair market value of a share of common stock on the date of grant. For purposes of our Plan, the term “fair market value” means the fair market value of common stock, awards or other property as determined by the committee or under procedures established by the committee. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the committee, except that no option or stock appreciation right may have a term exceeding ten years. Restricted and Deferred Stock. The committee is authorized to grant restricted stock and deferred stock. Restricted stock is a grant of shares of common stock which may not be sold or disposed of, and which may be forfeited in the event of certain terminations of employment, prior to the end of a restricted period specified by the committee. A participant granted restricted stock generally has all of the rights of a stockholder of our company, unless otherwise determined by the committee. An award of deferred stock confers upon a participant the right to receive shares of common stock at the end of a specified deferral period, subject to possible forfeiture of the award in the event of certain terminations of employment prior to the end of a specified restricted period. Prior to settlement, an award of deferred stock carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below. Other Terms of Awards. Awards may be settled in the form of cash, shares of common stock, other awards or other property, in the discretion of the committee. The committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the committee may establish, including payment or crediting of interest or dividend equivalents on deferred amounts, and the crediting of earnings, gains and losses based on deemed investment of deferred amounts in specified investment vehicles. The committee is authorized to place cash, shares of common stock or other property in trusts or make other arrangements to provide for payment of our obligations under our Plan. Awards under our Plan are generally granted without a requirement that the participant pay consideration in the form of cash or property for the grant (as distinguished from the exercise), except to the extent required by law. The committee may, however, grant awards in exchange for other awards under our Plan, awards under other company plans or other rights to payment from us, and may grant awards in addition to and in tandem with such other awards, rights or other awards. Acceleration of Vesting; Change in Control. The committee may, in its discretion, accelerate the exercisability, the lapsing of restrictions or the expiration of deferral or vesting periods of any award, and such accelerated exercisability, lapse, expiration and if so provided in the award agreement or otherwise determined by the committee, vesting will occur automatically in the case of a “change in control” of our company, as defined in our Plan (including the cash settlement of stock appreciation rights which may be exercisable in the event of a change in control). In addition, the committee may provide in an award agreement that the performance goals relating to any performance award will be deemed to have been met upon the occurrence of any “change in control.”
Director Compensation
Director Compensation Directors who are also officers or employees of the Company do not receive any special or additional remuneration for service on the board. We currently compensate each non-employee director through annual restricted stock grants and by paying annual fees for their participation on the board and on respective board committees. Our directors receive compensation of $10,000 per quarter, as well as an annual award of $10,000 in restricted stock grants that vest as of the next annual meeting or in one year. We also compensate our directors for serving as a committee member and a committee chair. Our Board reviews director compensation annually or when circumstances exist requiring reexamination and adjusts it according to then current market conditions and good business practices. The following table provides information regarding compensation paid to each non-employee director during the year ended December 31, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Brian J. Ferguson | 52,000 | 10,000 | — | — | — | — | 62,000 | | Skyler M. Howton | 55,000 | 10,000 | — | — | — | — | 65,000 | | Jeffrey K. Stouder | 57,000 | 10,000 | — | — | — | — | 67,000 |
Director Compensation
Amounts in this column reflect the fair value of restricted stock based on the closing price of our common stock on the grant date.