DEF 14A of MainStreet Bancshares, Inc.
Filed Apr 12, 2024 · FY20230001193125-24-094614
Board of Directors
Board of Directors The current members of the Company’s Board of Directors are:
Board of Directors
| • | Charles C. Brockett, Thomas J. Chmelik and Patsy I. Rust, whose terms expire in 2024 and who are nominees for election at the Annual Meeting for a term of three years, |
Board of Directors
| • | Elizabeth S. Bennett, Rafael E. DeLeon, Darrell Green and Russell Echlov, whose terms expire in 2025, and |
Board of Directors
| • | Jeff W. Dick, Paul Thomas Haddock, and Terry M. Saeger, whose terms expire in 2026. |
Board of Directors
All current members of the Company’s Board of Directors other than Mr. Brockett, who no longer resides in our market area, also serve as members of the Board of Directors of MainStreet Bank (the “Bank”). Abdul Hersiburane, President of the Bank, and Ali Manouchehri are additional members of the Bank’s Board of Directors.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors currently consists of 10 directors. Under the Company’s Restated Articles of Incorporation and Bylaws, the Board of Directors is divided into three groups (Group I, Group II and Group III) as nearly equal in number as possible. Except for director elections outside of the Annual Meeting, directors in only one group are elected each year, each for a three-year term. This year, three individuals have been nominated for election as directors of the Company for terms expiring at the 2027 Annual Meeting of Shareholders. The Board of Directors is not aware of any immediate family relationship among any director, executive officer or person nominated to become a director; nor is the Board of Directors aware of any involvement of any director, executive officer or director nominee in any legal proceedings that would be material to an evaluation of the ability or integrity of any director, executive officer, or director nominee. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected. The discussion below sets forth information regarding each director of the Company and each nominee for director, including his or her age, position on the Board and term of office. The Nominating Committee of the Board of Directors recommends nominees to the Board of Directors for election as directors. The three nominees currently serve as Company directors. All directors have served as directors of the Company since it was formed as the Bank’s holding company in July 2016, except for Mr. Brockett, who was elected a director of the Company in January 2018, Mr. Echlov, who was elected a director of the Company in December 2018, and Mr. DeLeon, who was elected a director of the Company in July 2021. The Board of Directors recommends a vote “FOR” the nominees set forth below.
Nominees for Election
Nominees for Election Charles C. Brockett, 60, has served as a director of the Company since January 2017, when he also became President of the Company and the Bank. In July 2020, Mr. Brockett retired as President and a director of the Bank. Effective March 31, 2022, Mr. Brockett retired as President of the Company. Mr. Brockett’s employment agreement with the Company terminated on December 31, 2021. Mr. Brockett continues to serve as a member of the Board of Directors of the Company. Prior to joining the Company, Mr. Brockett was Executive Vice President, Director of Operations at Eagle Bank. Mr. Brockett held this position beginning in 2014 (following Eagle Bancorp’s completion of its acquisition of Virginia Heritage Bank) until May 2016. In this role, Mr. Brockett had direct oversight responsibility for all of the retail banking operations, deposit and loan operations, information technology, residential lending operations, marketing, customer service, and facilities. His tenure at Virginia Heritage Bank began in 2005 where he was one of the initial founders and worked throughout the entire initial capital raise, regulatory application, and ultimate opening. He served on the board of directors throughout the bank’s existence as well as Chief Financial Officer, and in 2010 assumed the role of Chief Operating Officer. At the time of its acquisition by Eagle Bancorp, Virginia Heritage Bank had grown to approximately $950 million in total assets with five branches. From 1998 until 2005, Mr. Brockett was Managing Partner of Enterprise Financial Consulting, a Northern Virginia-based financial consulting firm which he founded in 1998. The firm specialized in the areas of accounting, finance and corporate governance such as compliance with the Sarbanes-Oxley Act of 2002. His clients included financial institutions, and technology and other middle market companies. Summary of director qualifications for Mr. Brockett — Mr. Brockett has spent most of his career in banking, having started in 1980 with First Commercial Bank in Arlington, Virginia. He has held positions of increasing responsibility, including residential, consumer and commercial lending, credit management, compliance, enterprise risk management and accounting. In addition to banking, Mr. Brockett spent several years in public accounting/consulting specializing in areas such as internal controls over financial reporting. Mr. Brockett is a licensed Certified Public Accountant in the Commonwealth of Virginia. We believe that Mr. Brockett’s banking career and his knowledge of our banking market, along with his accounting expertise and his business relationships, directly benefit his role as a director of the Company and have proven to be beneficial for the Company and the Bank. Thomas J. Chmelik, 61, has served as a director of the Bank since 2003. Mr. Chmelik is the Senior Executive Vice President and Chief Financial Officer of the Company and the Bank and joined the Bank in April 2003. He also serves as Secretary of the Company and the Bank. From 1998 to 2002, he was the Chief Financial Officer and a director for Millennium Bancshares Corporation and Millennium Bank, N.A. Prior to that, he served as the Chief Financial Officer as part of a World Bank initiative during the restructuring of The National Bank of Commerce, the largest commercial bank in Tanzania, Africa, from 1995 to 1998. Mr. Chmelik was the Chief Financial Officer for Colombo Bank in Bethesda, Maryland from 1993 to 1995, and he was the Chief Financial Officer for Franklin National Bank of Washington, D.C. from 1989 to 1993. Mr. Chmelik has a B.A. in accounting from Belmont Abbey College. Summary of director qualifications for Mr. Chmelik — Mr. Chmelik is a co-founder and organizer of the Bank and currently serves as Senior Executive Vice President, Chief Financial Officer and Secretary of the Company and the Bank. Mr. Chmelik has a long and established career working as a Chief Financial Officer in four Washington, D.C. metropolitan area community banks, as well as in Tanzania, Africa. Mr. Chmelik served on the Board of Directors and worked as part of the executive management team for another community bank. Mr. Chmelik consistently drives loan and deposit opportunities to the Bank. We believe Mr. Chmelik’s extensive experience as a chief financial officer, combined with his executive management and prior bank board experience, make him a strong contributor to the Board. In addition, Mr. Chmelik focuses on corporate governance. Patsy I. Rust, 82, has served as a director of the Bank since 2008. She was a Senior Vice President with the Bank from its inception until her retirement in September 2008. Prior to joining the Bank, Ms. Rust was involved in business development and management at Millennium Bank, N.A., BB&T, F&M Bank and Bank of the Potomac. Ms. Rust was also a founder and organizer for Bank of the Potomac, where she was responsible for personnel, facilities, marketing, operations, and branch management. Ms. Rust has completed continuing education through the American Institute of Banking, the Virginia Bankers Association, and the University of Virginia. Ms. Rust has been involved over the past 41 years in numerous civic and charitable organizations in Herndon, Virginia. She was the chairman of the first Herndon Centennial Celebration, Chairman of the Dranesville District Republican Party, received the Woman of the Year award from the Business and Professional Woman’s Club, organized and chaired Sister Cities International of Herndon and has held offices of President and Treasurer in other organizations. Summary of director qualifications for Ms. Rust – Ms. Rust is a founding shareholder and organizer of the Bank. She joined the Board of the Bank in 2008 and currently serves as Chair of the Audit and Risk Committee. Prior to retiring from a 30-year banking career in the Northern Virginia market, Ms. Rust was a major contributing organizer of two de novo community banks and opened and managed two bank branches. Ms. Rust completed ongoing educational banking courses throughout her career. Ms. Rust was also the owner of a retail business prior to her banking career. Ms. Rust has been a civic leader in the community and has been active in local charities. We believe Ms. Rust brings a very strong knowledge of banking operations, administration and financial matters to the Board, which is very important as the Bank continues to grow. Additionally, Ms. Rust brings a very strong banking product and service knowledge, which aids the Bank in shaping its strategic direction. Ms. Rust continues to bring business opportunities to the Bank and is very active in networking with the Company’s employees.
Incumbent Directors Serving for Terms Expiring in 2025
Incumbent Directors Serving for Terms Expiring in 2025 Elizabeth S. Bennett, 69, has served as a director of the Bank since 2012. Ms. Bennett retired in April 2022. From 2008 until April 2022, she was owner and chief financial officer of National Realty Partners LLC, a property and financial management company of common interest community associations. Her business involved maintaining and managing the financial operations for over 100 associations as a fiduciary. She started her career an auditor with Arthur Andersen LLP, eventually moving to the financial consulting arm of the company. After that, she went to Coopers & Lybrand on a project to re-design a client’s financial accounting system. She was one of the first women accepted at The College of the Holy Cross in Worcester, Massachusetts, receiving degrees in economics and accounting. Ms. Bennett has served her industry as a volunteer throughout her career. She served as one of two volunteer founders for the Herndon Community Association Coalition (“HCAC”). In addition to her work with the HCAC, Ms. Bennett was involved with the Community Associations Institute. She was a frequent speaker on the Fairfax County Cable TV program, “Your Community, Your Call”, wrote for various industry publications and tought programs to community leaders and professionals in the industry. Summary of director qualifications for Ms. Bennett – Ms. Bennett was an organizing shareholder of the Bank and joined the Board of the Bank in 2012. Ms. Bennett has been a supporter of the Bank since it opened its doors in 2004. Ms. Bennett’s past employment in finance and accounting, along with her degrees. Ms. Bennett provided financial management services to commercial and residential associations in the Commonwealth of Virginia and the District of Columbia for the past 31 years. We believe that the Board benefits from Ms. Bennett’s strong background in accounting and financial management, her exceptional leadership skills as well as her experience as a co-chair for the Washington D.C. chapter’s education committee. Rafael E. DeLeon, 60, has served as a director of the Company and the Bank since July 2021. Mr. DeLeon serves as Senior Vice President of Industry Engagement for Ncontracts LLC, a provider of integrated risk management and lending compliance solutions for the financial services industry since June 2021. Mr. DeLeon oversees that company’s regulatory outreach efforts and advises customers regarding regulatory compliance matters. Mr. DeLeon served for over three decades with the Office of the Comptroller of the Currency (the “OCC”). He joined the OCC in 1989 as an assistant national bank examiner and was commissioned as a national bank examiner in 1995. Mr. DeLeon retired from the OCC in April 2021, most recently serving as Director for Banking Relations, a role in which he directed the agency’s outreach to commercial banks and was its representative to industry trade associations. Among his responsibilities, he led and instructed OCC workshops for community bank directors and represented the agency to the financial services industry at events around the country. Summary of director qualifications for Mr. DeLeon – Mr. DeLeon brings his extensive experience at the OCC in finance, regulatory compliance, and risk management to our Board. His responsibilities with the OCC, as well as his current position, provide him with insight regarding new and changing regulatory and financial perspectives which will be beneficial to our Board. Russell Echlov, 49, has served as a director of the Company and the Bank since December 2018. Since October 2020, Mr. Echlov has served as a Partner/Founder of Ledyard Capital, an asset management business focused on the financial services industry. Mr. Echlov was previously a Senior Portfolio Manager of RMB Capital Management LLC for Mendon Capital Strategy (Community Banking Strategy) from 2014 to 2020. Mr. Echlov started his career as an associate at Mendon Capital Advisors Corp in 1997 and worked closely with founder Anton Schutz. In 2001, Mr. Echlov left to gain experience with various investment strategies and worked with firms such as Keefe, Bruyette & Woods, FrontPoint Stadia, Columbia Financial Partners and Spring Hill Capital Partners, LLC. In 2017, Mr. Echlov returned to Mendon Capital Advisors who teamed up with RMB Capital to manage a financial services-focused US equity strategy. Mr. Echlov earned his bachelor’s degree in Modified Economics and Geography from Dartmouth College. Since 2020 Mr. Echlov has served as a director of InsCorp, Inc. and its subsidiary, INSBANK, a community bank in Tennessee. Mr. Echlov served as a director of Independence Bancshares, Inc. from 2015 until 2018. Summary of director qualifications for Mr. Echlov – Mr. Echlov brings vast financial services industry knowledge. Mr. Echlov’s extensive background in analyzing investment opportunities and following performance across the financial industry for over 25 years has provided him with a strong depth of industry knowledge. He has experience in financial statements, credit, alco, and operational risk, corporate governance, and technology. In addition, the Board has determined that Mr. Echlov is an audit committee financial expert as defined by the SEC. Darrell Green, 64, has served as a director of the Bank since 2013. Since 2016, Mr. Green has served as an Associate Director of Athletics at George Mason University. In this position he is engaged in multiple roles, including identifying potential development partners, assisting in external media, and marketing for the Athletic Department, and providing student athletic development through a custom program to establish workforce relationships. In 2003, Mr. Green established Darrell Green Enterprises, Inc., a marketing company that facilitates opportunities for Mr. Green and other athletes. After 20 years with the Washington Redskins (now Commanders), which included seven Pro-Bowl appearances, four NFL Fastest Man Competition titles and three Super Bowls, he became a first ballot inductee into the Pro Football Hall of Fame, Class of 2008, and was officially inducted on August 2, 2008. Mr. Green has received many awards for his accomplishments both on and off the field. He is the founder of the Darrell Green Youth Life Foundation (“DGYLF”), which opens and operates the Darrell Green Youth Life Learning Centers throughout the Washington, D.C. community. The Darrell Green Business Council for Youth was established to bring together business leaders and utilize their expertise in support of DGYLF programs. He has served as a board member for the Baltimore-Washington 2012 Olympic Bid, NFL/NFLPA September 11th Relief Fund, and the Loudoun Education Foundation. Mr. Green completed his Bachelor of Science degree in general studies and social science at St. Paul’s College in Lawrenceville, Virginia. In 1999, Marymount University recognized Mr. Green for his humanitarian endeavors and conferred upon him an honorary Doctorate of Humane Letters degree. In 2002, George Washington University and St. Paul’s College awarded Mr. Green his second and third honorary Doctorate of Humane Letters degrees. He has received several awards, including the NFL’s most prestigious Man of the Year award in 1996. Summary of director qualifications for Mr. Green – Mr. Green was an organizing director and organizing shareholder of the Bank. Mr. Green left the Board shortly after the Bank opened in 2004 for personal reasons and re-joined the Board in April 2013. Mr. Green has been an avid and vocal supporter of the Bank since it opened its doors in 2004. Mr. Green is an established business and community leader – having been involved with successful businesses as well as humanitarian endeavors. We believe that the Board benefits from Mr. Green’s exceptional ethics and community leadership skills and his strong business and marketing skills.
Incumbent Directors Serving For Terms Expiring in 2026
Incumbent Directors Serving For Terms Expiring in 2026 Jeff W. Dick, 63, has served as a director of the Bank since 2003. Mr. Dick joined the Bank in 2003 and has served as the Chief Executive Officer of the Bank since its inception. Mr. Dick also served as President of the Company and the Bank until January 2017 when Mr. Brockett joined the organization and reassumed the position of Company President upon Mr. Brockett’s retirement in March 2022. From 1999 until January 2003, he served in various positions at Millennium Bank, N.A., including Executive Vice President and as a member of the board of directors. Prior to this, Mr. Dick was an advisor to the Bank of England and Financial Services Authority from 1996 to 1999. Mr. Dick began his banking career with the Office of the Comptroller of the Currency in 1983 as a Field Examiner, and he became a Field Manager in Washington, D.C. in 1993. Mr. Dick served on the boards of ICBA Services and ICBA Bancard. He is a Past Chairman and currently a director of the Virginia Association of Community Banks. Mr. Dick was a member of the Federal Reserve Bank of Richmond Payments Advisory Council, The Clearing House Real Time Payments Advisory Committee, and the Federal Delegates Board of the Independent Community Bankers of America. He has a Diploma from the Imperial College London in Management and a B.S.B.A. in both accounting and management from the University of North Dakota. Mr. Dick earned his Executive M.B.A. (with distinction) from the University of London Imperial College of Science, Technology and Medicine. Summary of director qualifications for Mr. Dick – Mr. Dick is a co-founder and organizer of the Bank. Mr. Dick has served as Chief Executive Officer of the Bank and the Company since their inception. He became the Chairman of the Board and Chair of the Executive Committee of the Bank in 2009 and also serves as Chairman of the Board of the Company. In his role as an advisor to the Bank of England, he assisted in their efforts to modernize their risk-based approach to banking supervision. Mr. Dick gained valuable banking knowledge through his service as a director, Chief Lending Officer, and Executive Vice President of another community bank. We believe that Mr. Dick’s careers in domestic and international risk-based banking supervision and in community banking, along with his education, have directly benefited his roles as Chairman of the Board, President and Chief Executive Officer. In addition, Mr. Dick’s business background in the local community, as well as his involvement in civic organizations, has provided him with a strong depth of business contacts which continues to prove to be beneficial for the Bank. Paul Thomas Haddock, 84, has served as a director of the Bank since 2003. Mr. Haddock is currently the President of Azure, Inc., a privately held company which he formed in 1984 to assist up-and-coming entrepreneurs and small businesses in developing and implementing effective business models. From 1981 to 1999, he created and managed Vacation Places, a commercial real estate and vacation property management company. Prior to 1981, he was involved in high-tech engineering pursuits at Westinghouse Electric Corporation in Baltimore, Maryland, and Scope Inc., in Reston, Virginia. He was employed as an engineer by Westinghouse from 1958 to 1965 working on radar systems and satellites, and he was employed in various engineering and managerial positions at Scope Inc. from 1965 to 1981. Since 1983, Mr. Haddock has served on the boards of directors for seven property associations located in Maryland, Florida and Virginia. He is currently President of the Stuart Professional Village in Herndon, Virginia, Vice President of the Grant Business Center in Herndon, Virginia, and Director at Dulles Crossroads Condominium Association in Herndon, Virginia. He received his B.S. in Electrical Engineering at Johns Hopkins University in 1963. He subsequently received his B.S. in Industrial Engineering in 1964 and a master’s in liberal arts degree in 1967 also from Johns Hopkins University. Summary of director qualifications for Mr. Haddock – Mr. Haddock is a founding director of the Bank. Mr. Haddock also serves as Chair of the Loan Committee. Throughout his career, he has invested in land, commercial and residential real estate in the Washington, D.C. metropolitan area. His ownership of real estate has involved considerable risk analysis and the establishment of a measured risk tolerance. Mr. Haddock has counseled countless entrepreneurs and small business owners over the years to solve problems in many different types of industries. Additionally, he became a trained professional mediator in 1991, and was actively involved in resolving business disputes of all kinds until 2008. We believe that Mr. Haddock’s significant depth of knowledge of the real estate industry has proven to be very beneficial to the Board. In addition, his accumulated knowledge of purchasing, financing, developing, managing, and maintaining real properties has proven invaluable to the Loan Committee. Mr. Haddock’s work with small business development and dispute resolution has provided him with an ability to solve problems and search for resolutions. Mr. Haddock dedicates significant time and energy to the Board and continues to drive business opportunities to the lending and deposit-gathering staff. Terry M. Saeger, 62, has served as a director of the Bank since 2011. Mr. Saeger has served as President of The Saeger Group, LLC, a business strategy and consultancy, since 2005. He previously served as Chief Executive Officer for Conservation Solutions, Inc., a conservator of art, architecture and artifacts, from 2016 to 2017. Throughout his career, Mr. Saeger has been a Senior Vice President of Sales, Marketing, Product Management and Business Development at Volt Delta Resources, LLC, a division of NewNet Communications. Mr. Saeger also served in various positions at Convergys Corporation, including Vice President for Client Business Development, Sales, Sales and Marketing, and National Accounts, and at West Tele Services Corporation, AT&T and Coors Porcelain Company. Mr. Saeger has a B.S. in Industrial Engineering and Management from North Dakota State University and did post-graduate studies in Computer Integrated Manufacturing at Brigham Young University. Summary of director qualifications for Mr. Saeger – Mr. Saeger joined the Board of the Bank in 2011 and currently serves as the Vice Chair and Lead Independent Director. He also serves as the Chair of the Information Technology Committee of the Bank and the Compensation Committee of the Bank and the Compensation Committee of the Company. Mr. Saeger is a member of the National Association of Corporate Directors (NACD) with a Certificate in Cyber-Risk Oversight for Directors from NACD/Ridge Global/Carnegie Mellon University’s CERT Software Engineering Institute. Mr. Saeger has over 25 years of experience in technology, intellectual property, sales and management and is focused on building relationships to drive revenues, reduce costs and improve processes to deliver value. He emphasizes integrity and open communication and brings to the Board a wealth of experience in organizational structure, planning and forecasting. As our Lead Independent Director, Mr. Saeger’s responsibilities include working with the Chairman to set agendas for Board meetings and chairing meetings of the Board’s independent directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
| (1) Includes directors’ vested stock awards. See “Director Compensation.” Also includes shares held directly, as well as shares held in retirement accounts, in a fiduciary capacity, by certain of the individual’s family members, or by trusts of which the individual is a trustee and with respect to which shares the individual may be deemed to have sole or shared voting and/or investment power, and shares under a power of attorney. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Jeff W. Dick | 2023 | $665,712 | $443,750 | $443,750 | $— | $— | $— | $29,439 | $1,582,651 | | Chairman, President & Chief Executive Officer | 2022 | $614,042 | $337,700 | $337,700 | $— | $— | $— | $20,639 | $1,310,081 | | Thomas J. Chmelik | 2023 | $357,971 | $— | $281,250 | $— | $— | $— | $24,416 | $663,367 | | Senior Executive Vice President, Chief Financial Officer and Secretary | 2022 | $338,104 | $— | $236,670 | $— | $— | $— | $16,955 | $591,729 | | Abdul Hersiburane | 2023 | $370,741 | $151,875 | $151,875 | $— | $— | $— | $21,574 | $696,065 | | Bank President | 2022 | $329,560 | $110,250 | $110,250 | $— | $— | $— | $15,775 | $565,835 |
Summary Compensation Table
| (1) The Company’s executive compensation program consists of both fixed base salaries and discretionary bonuses in the form of cash payments and restricted stock awards under the 2019 Equity Incentive Plan. Allocation of the cash payments and restricted stock awards is determined by the award recipients, provided that the cash payments may not be more than 50 percent of each total award. For additional information see “—2019 Equity Incentive Plan” below. |
Summary Compensation Table
| (2) Restricted stock awards as follows: Mr. Dick – $443,750 (20,385 shares) for 2023 and $337,700 (12,684 shares) for 2022; Mr. Chmelik — $281,250 (12,933 shares) for 2023 and $236,670 (8,900 shares) for 2022; and Mr. Hersiburane — $151,875 (6,984 shares) for 2023 and $110,250 (4,141 shares) for 2022. Reflects aggregate grant date fair value of stock awards based upon the stock price on the date of the award in accordance with FASB ASC Topic 718. The restricted stock awards vest one-third after one year and one-third annually thereafter during periods of continued service by the award recipients until the awards are fully earned. The awards vest immediately upon a change in control transaction. |
Summary Compensation Table
| (3) Consists of matching contributions under the Retirement) Plan and dividends received on restricted stock awards. |
Summary Compensation Table
The table below includes information with respect to all unvested restricted stock awards held by the named executive officers at December 31, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
| Name | Option Awards | | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Jeff W. Dick | — | — | — | $— | — | — | $— | 32,347 | $802,529 | | Thomas J. Chmelik | — | — | — | $— | — | — | $— | 19,114 | $474,218 | | Abdul Hersiburane | — | — | — | $— | — | — | $— | 12,686 | $314,740 |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (1) Reflects current ownership of shares of restricted stock granted in 2021, 2022 and 2023, each of which vests in equal increments over a period of three years from the date of grant. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) The amounts in this column represent the fair market value of the restricted stock as of December 31, 2023, based on the closing market price of the Company’s common stock on that date, which was $24.81 per share. |
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jeff W. Dick, our Chairman, President and Chief Executive Officer. For fiscal year 2023, the Company’s last completed fiscal year:
CEO Pay Ratio
| • | the median of the annual total compensation of all employees at the Company (other than CEO Jeff W. Dick), was $111,432, and |
CEO Pay Ratio
| • | the annual total compensation of Jeff W. Dick, our CEO, was $1,582,651. |
CEO Pay Ratio
Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is approximately 14.2 to 1. With respect to the annual total compensation of our CEO, the Company used the amount reported in the “Total” column of the 2023 Summary Compensation Table. The pay ratio reported above is an estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employees and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During 2023, each non-employee director received Board fees in cash, common stock, or a combination of both at the director’s election. Compensation in 2023 for directors Dick and Chmelik for their service as executive officers is set forth in the Summary Compensation Table.
Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | All Other Compensation | Total | | Elizabeth S. Bennett | $51,000 | $15,018 | — | — | $66,018 | | Charles C. Brockett | $51,000 | $15,011 | | | $66,011 | | Rafael DeLeon | — | $63,030 | — | — | $63,030 | | Russell Echlov | $66,000 | — | — | — | $66,000 | | Darrell Green | — | $66,040 | — | $40,800(2) | $106,840 | | Paul Thomas Haddock | $66,000 | — | — | — | $66,000 | | Patsy I. Rust | $25,500 | $40,529 | — | — | $66,029 | | Terry M. Saeger | $122,000 | — | — | — | $122,000 |