DEF 14A of Canterbury Park Holding Corp
Filed Apr 24, 2026 · FY20250001437749-26-013251
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Governance Committee has nominated and recommend for election as our directors the seven individuals named below, each of whom is a current director of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named. Pursuant to our bylaws, the authorized number of directors is set at seven and the Board of Directors has nominated for election the seven persons named below. The Board of Directors believes that each nominee named below will be able to serve, but if a nominee is unable to serve as a director, the persons named in the proxies have advised us that they would vote for the election of such substitute nominee as the Governance Committee may propose. We know of no arrangements or understandings between a director or nominee and any other person pursuant to which he or she has been selected as a director or nominee. There is no family relationship between any of the nominees, our directors or our executive officers. Information regarding the experience, qualifications and other attributes that qualify each of the nominees to serve on the Company’s Board is set forth below. PETER AHN, age 61, has been a director since October 5, 2022. In 2001, Mr. Ahn co-founded Hemisphere, a private investment group that founds, incubates, owns, operates, and makes investments in companies in a wide variety of industries, including gaming, restaurant and hotel businesses. From 1999 to 2001, Mr. Ahn was an investment banker with Jefferies and Company, Inc. Prior to joining Jefferies, Mr. Ahn spent four years at RBC Dain Rauscher in the fixed income and equity capital market groups. Mr. Ahn holds a B.A. degree in economics from Macalester College in St. Paul, Minnesota, and an M.B.A. in strategic management from the University of Minnesota’s Carlson School of Management Mr. Ahn contributes to the Board through his deep gaming, restaurant and hotel industry expertise and background in investment banking. MAUREEN H. BAUSCH, age 72, has served as a member of the Board of Directors of the Company since October 2019. Ms. Bausch is currently managing partner at Bold North Associates, providing experiential and consulting services for retail, event and destination attraction businesses; Taste of the NFL, Taste of the Draft (as examples). Ms. Bausch served from December 2014 until February 2018 as CEO and an Executive Board Member of the Super Bowl Host Committee in connection with the February 4, 2018 Super Bowl LII held in Minneapolis. Prior to that, Ms. Bausch worked in positions of increasing responsibility at the Mall of America, serving most recently as Executive Vice President, managing the $1 billion asset. Ms. Bausch’s long and deep involvement and experience in the Minnesota community and the local retail, event and destination attraction businesses brings a good perspective to the Board with Canterbury’s continuing focus on its card casino, racing and special events. MARK CHRONISTER, age 74, has served as a member of the Board of Directors of the Company since October 1, 2020. Mr. Chronister retired in 2007 as an audit partner in the Minneapolis office of PricewaterhouseCoopers, LLP (PwC) after 34 years at the firm. During his career and since his retirement from PwC in 2007, Mr. Chronister has been focused on board and community service. Currently, Mr. Chronister is an Advisory Board member for the Hendrickson Institute of Ethical Leadership at St. Mary’s University of Minnesota and a member of the Finance Committee for the Artistry Theater and Visual Arts. Mr. Chronister brings to the Board substantial financial expertise and he is an “audit committee financial expert.” JOHN S. HIMLE, age 71, has served as a member of the Board of the Company since October 2019. Mr. Himle is Chief Executive Officer of Himle LLC, a specialized consultancy that advises companies, not-for-profit entities and other organizations with insight and strategy related to shaping complex business decisions and related matters. Mr. Himle was the founder and Chief Executive Officer of Himle Horner Inc. and Himle Rapp and Co. before selling his interests in 2017. He also served five terms in the Minnesota House of Representatives holding a series of leadership positions, including Assistant Majority Leader and Assistant Minority Leader. Mr. Himle’s experience in, and knowledge of, government, regulatory matters, risk management, public relations and communications bring a helpful and well-informed perspective to the Company as the Company pursues its card casino, racing, special events and real estate development opportunities. CARIN J. OFFERMAN, age 77, has been a director of the Company since 1994 and was named lead independent director in October 2019. Ms. Offerman is currently engaged in private investment activities. From 1997 to 2000, Ms. Offerman was the President and CEO of Offerman & Company, a regional investment banking and retail broker-dealer firm, and from 1990 to 1997 was its Executive Vice President. Prior to 1990, Ms. Offerman served in various capacities with Offerman & Company for the preceding six years, including as registered representative and sales retail manager. Ms. Offerman was a member of the board of the Minnesota Thoroughbred Association from 1993 to 1996 and served as its President in 1993 and 1994. Ms. Offerman has been an owner and breeder of both show horses and thoroughbreds, and she has been or is currently licensed as a horse owner in Minnesota, Iowa and Nebraska. Ms. Offerman was also a member of the Minnesota Racing Commission’s Breeders Fund Advisory Board and served as its Chair from 2003 to 2017. As a member of the Company’s Board of Directors, Ms. Offerman brings a unique blend of entrepreneurial experience, knowledge and experience in investment banking and finance, and an understanding of the local and national horse industry. RANDALL D. SAMPSON, age 68, co-founded the Company with his father in 1994 and has served as its President and Chief Executive Officer and on the Company’s Board of Directors since inception. Mr. Sampson was also named Chairman of the Board on October 3, 2019. After graduating from college with a degree in accounting, Mr. Sampson worked for five years in the audit department of Deloitte & Touche where he earned his CPA certification. He subsequently gained experience as a controller of a private company and, thereafter, served as a Chief Financial Officer of a public company before becoming one of the three co-founders of Canterbury Park Holding Corporation in 1994. From 1987 to 1994, Mr. Sampson also managed Sampson Farms, a thoroughbred breeding and racing operation. From 1999 to 2022, Mr. Sampson was a director of Communications Systems, Inc. (Nasdaq: JCS) (“CSI”) and the successive merged company Pineapple Energy Inc. (Nasdaq: PEGY) from 2022 to 2024. Mr. Sampson is also a director and former vice president of the Thoroughbred Racing Association of North America. Prior to becoming Chief Executive Officer, Mr. Sampson was a horse owner and active in horse industry associations and advisory boards. As the Company’s Chairman and Chief Executive Officer, Mr. Sampson brings to the Board long-time experience in the horse industry, financial expertise with over 25 years of operating history at Canterbury Park, an in-depth understanding of the Company’s personnel, operations, real estate development efforts, financial performance, financial position, challenges and opportunities.
ELECTION OF DIRECTORS
DAMON E. SCHRAMM, age 58, has served as a member of the Board of Directors of the Company since October 5, 2022. Since July 2025, Mr. Schramm has served as the Chief Legal Officer at Togetherwork, a private company providing integrated software and payments solutions for managing communities, groups, and organizations. Previously, Mr. Schramm was Interim General Counsel at KASA Holdings, LLC, a private company involved in specialty e-commerce stores, from August 2021 to August 2022. From December 2020 to August 2021, Mr. Schramm was counsel at the law firm of Lathrop GPM. Mr. Schramm served as Chief Legal and Administrative Officer of Bite Squad, a restaurant delivery service company, from 2017 until it was acquired in February 2019 by Waitr Holdings Inc. (Nasdaq: ASAP), an online ordering technology platform. From February 2019 to May 2020, Mr. Schramm served as the Chief Legal Officer of Waitr Holdings. From 2015 until 2017, he was Senior Vice President, General Counsel and Corporate Secretary at Evine Live Inc. (Nasdaq: EVLV), a multiplatform interactive digital commerce company that offered a mix of proprietary, exclusive and name-brand merchandise. From 2005 until 2015, Mr. Schramm was Vice President, General Counsel and Corporate Secretary of Lakes Entertainment, Inc. (Nasdaq: LACO), a casino gaming and entertainment company that completed a merger in August 2015 with Sartini Gaming, Inc. to become Golden Entertainment, Inc. (Nasdaq: GDEN). Prior to that, Mr. Schramm was a partner with the law firm of Gray Plant Mooty (now Lathrop GPM) where he practiced corporate law with an emphasis in finance, mergers and acquisitions, and corporate transactions. Mr. Schramm holds a B.A. degree from the University of Minnesota-Duluth, a J.D. from William Mitchell College of Law, and an LL.M. (Masters of Law) in Securities and Financial Regulation from Georgetown University Law Center. Mr. Schramm contributes to the Board through his deep understanding of gaming operations and strategy, mergers & acquisitions, and public company governance and securities reporting. The Board of Directors Unanimously Recommends Shareholders Vote “FOR” Each Nominee Identified in Proposal 1.
Introduction
| (2) Under our current director compensation program, each of our non-employee directors is expected to receive annual stock grants with a grant date value of $40,000, delivered in annual installments. The amount shown represents the aggregate amount for the six directors continuing after the annual meeting. |
Introduction
| (3) The number of shares of stock to be granted to our non-employee directors under the director compensation program on the day after each quarterly meeting is determined by dividing the dollar amount of the award by the closing price of the stock on that date. Accordingly, the number of shares to be issued annually is not determinable. |
Annual Bonus Plan for 2025
Annual Bonus Plan for 2025 The Compensation Committee has used cash bonuses to provide exempt level employees, including executive officers, with an opportunity to receive additional cash compensation, but only if earned based on individual performance and the Company’s financial performance. We have adopted the Canterbury Park Holding Corporation Annual Incentive Plan (the “Annual Bonus Plan”), which is a comprehensive framework pursuant to which opportunities for incentive compensation generally covering periods of one year or less can be awarded the Company’s executive officers, other senior executives and other employees of the Company. Each year, the Compensation Committee grants the NEOs, as well as other officers and key employees, an opportunity under the Annual Bonus Plan to earn a percentage of their respective annual base salaries based upon achievement of performance goals set by the Compensation Committee relating to specified performance measures determined by the Compensation Committee. On March 11, 2025, the Compensation Committee recommended, and the Board of Directors adopted, 2025 performance goals under the Annual Bonus Plan and granted cash incentive pay opportunities (referred to as “Incentive Awards”) under the Annual Bonus Plan to the Company’s eligible employees, which include Mr. Sampson and Mr. Dehmer. Payouts of Incentive Awards were based on our 2025 financial performance compared to two performance goals established by the Compensation Committee and the Board of Directors, which were adjusted income from operations for 2025 and consolidated revenue for 2025, weighted 70% and 30%, respectively. Adjusted income from operations (AIFO) was defined as income from operations, calculated in accordance with U.S. generally accepted accounting principles (GAAP), adjusted to exclude certain extraordinary, unusual or other amounts as determined by the Compensation Committee. Revenue was calculated in accordance with GAAP. Also on March 11, 2025, the Compensation Committee recommended, and the Board of Directors also approved, minimum, target and maximum levels of performance for 2025 AIFO and revenue. Under matrices associated with the 2025 Annual Bonus Plan, achievement at less than the target level resulted in a decreasing bonus and, if achievement failed to meet the minimum performance level, the participants would earn no payout under their Incentive Awards for 2025. The Compensation Committee determined that the total payout under any Incentive Award would not exceed 150% of target, even if our 2024 AIFO and revenue exceed the maximum level of performance. The target 2025 AIFO was $4,967,000 and target 2025 revenue was $62,984,000. Pursuant to the Annual Bonus Plan, on March 11, 2025, the Compensation Committee recommended, and the Board of Directors approved, 2025 bonus opportunities for Mr. Sampson and Mr. Dehmer, expressed as percentage of 2025 base salary based upon the Company’s achievement at target levels of each performance goal. The cash payout that the Company’s executive officers could earn at the target level of achievement as a percentage of their respective salaries was as follows: Mr. Sampson, 45%, and Mr. Dehmer, 35%. Based on the Company’s 2025 performance and the matrices associated with the 2025 Annual Bonus Plan, the Compensation Committee determined on February 19, 2026 that our 2025 AIFO was $3,851,404 and 2025 revenue was $59,567,586. In accordance with the matrices associated with the 2025 Annual Bonus Plan approved by the Committee, the 2025 AIFO was 77.54% of target and 2025 revenue was 94.58% of target, which resulted in bonuses of 55.46% of target based on these results. Accordingly, Messrs. Sampson and Dehmer received a cash payment of $83,565 and $52,530, respectively, under the 2025 Annual Bonus Plan.
Historic LTI Plan Practices and 2025 Deferred Stock Awards
Historic LTI Plan Practices and 2025 Deferred Stock Awards The Company has adopted a plan for paying long-term, performance-based incentive compensation to the Company’s NEOs and other Senior Executives called the Canterbury Park Long Term Incentive Plan (the “LTI Plan”). The LTI Plan authorizes the grant of Long-Term Incentive Awards that provide an opportunity to executive officers and other senior officers to receive a payment (a “payout”) in cash or shares of the Company’s common stock to the extent of Company achievement at the end of a period greater than one year (the “performance period”) in comparison to performance goals established for the performance period. The LTI Plan is a sub-plan of the Company’s Stock Plan. Further information regarding the LTI Plan is provided in and the text of the LTI Plan is an exhibit to the Company’s Form 8-K Report filed April 5, 2016. The following summarizes the Compensation Committee’s historic practice in implementing the LTI Plan each year. Performance was measured over three-year performance periods. The performance goals currently used were adjusted income from operations and revenue. At the beginning of each three-year performance period, the Compensation Committee determined (i) performance goals for each of the three years in the performance period and (ii) the payout opportunities for each executive officer and other senior officers to earn incentive compensation as a percentage of his or her average annual base salary over the three-year period. Under the matrices associated with each three-year performance period, achievement of the performance goals at less than target for that year would result in a decreasing payout earned and, if achievement failed to meet the minimum performance goals for that year, the participant would not earn any payout under the LTI Plan for that year. Following the end of each three-year performance period, the Company would average achievement in the three years compared to performance goals and compare the result to target achievement to determine the payout earned, which then would be paid in common stock. Beginning in 2020, the Company temporarily suspended its LTI Plan. Instead, the Compensation Committee granted deferred stock awards in February 2021, February 2022, March 2023, March 2024 and March 2025 with a view that these awards accomplish similar compensation-related purposes as the LTI Plans for those years. Specifically, the Compensation Committee believed that the deferred stock awards incorporated elements of the long-term incentives provided by the LTI Plan through the vesting period, provided meaningful incentives for Company performance generally over that vesting period (which in turn would drive stock price appreciation) and allowed the necessary flexibility in incentivizing performance that fixed performance criteria could not. For 2025, the Compensation Committee determined to keep the vesting period of the deferred stock awards at four years in order to emphasize long-term Company performance and stock price appreciation. The Compensation Committee determined the size of the deferred stock awards in 2025 by reference to the target opportunity that the executive officers would have had under the 2025-2027 LTI Plan had it been adopted, which was for Mr. Sampson, 45% of his base salary at target, and for Mr. Dehmer, 35% of his base salary at target. Based upon these factors, in March 2025, the Compensation Committee granted 7,500 shares of deferred stock to Mr. Sampson and 4,600 shares of deferred stock to Mr. Dehmer. These deferred stock awards were granted from the Company’s Stock Plan and will vest in equal 25% increments on each of the four anniversaries of the grant date. Hedging, Pledging and Insider Trading Policies. We have adopted an insider trading policy designed to promote compliance with applicable laws, rules and regulations and applicable listing standards. Our insider trading policy applies to all Canterbury employees (including executive officers) and our directors. Our insider trading policy prohibits directors, officers and employees from trading in our stock while aware of material non-public information about us. Effective October 2023, the policy specifically prohibits hedging and monetization transactions (such as prepaid variable forward contracts, equity swaps, collars, and exchange funds) by directors, officers and employees. The policy also prohibits short selling our stock, requires any stock purchased in the open market to be held for a minimum of six months, prohibits margin transactions and transactions in put options, call options or other derivative securities. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Employment Arrangements with Named Executive Officers and Post-Employment Compensation. As part of its review of competitive pay practices and in order to align the interests of our executive officers with those of its shareholders, on March 17, 2022, the Compensation Committee recommended, and the Board of Directors approved, a letter agreement relating to severance and change in control benefits (the “Letter Agreement”) and approved Canterbury entering into the Letter Agreement with each of Messrs. Sampson and Dehmer, which are in identical form. The Letter Agreement provides that if the executive officer’s employment is terminated without Cause (other than during the 12-month period following a Change in Control), the executive will be entitled to payments of the executive officer’s regular base salary for a period of six months. The executive officer will also be paid the average of the short-term annual cash incentive bonus amounts the executive received with respect to the three complete calendar years prior to the date of his termination. The short-term incentive bonus amount will be paid in six equal installments consistent with the Company’s regular payroll practices. We also will pay a portion of the premiums for continued health, dental and group life insurance until the earlier of six months from the date COBRA coverage begins or date COBRA coverage otherwise terminates. Under the Letter Agreements, if a Change in Control occurs, but the executive officer’s employment is not terminated within 12 months of the Change in Control, the executive is not entitled to any payment or benefit. Accordingly, the Letter Agreement is a “double trigger” arrangement requiring both a change of control and a qualifying termination of employment. The Letter Agreements provide that if a Change in Control occurs and within 12 months of the Change in Control the executive officer’s employment is terminated by us without Cause or by the executive for Good Reason, we must pay the executive a cash severance payment. The severance payment is payable within sixty days of the date of termination and will be equal to 100% of the sum of the executive’s annual base salary and his Target Bonus in effect on such date (without giving effect to any reduction that results in the executive’s termination for Good Reason). The Target Bonus is the cash amount under all of our short-term annual incentive compensation plans in which the executive participates, waiving any condition precedent to the payment to the executive and assuming that the performance goals for the period were achieved at the 100% level. We will pay a portion of the premiums for continued health, dental and group life insurance until the earlier of 12 months from the date COBRA coverage begins or the date COBRA coverage otherwise terminates. Additionally, immediately prior to a Change in Control, all equity awards held by the executive, other than equity awards subject to performance criteria or goals and any options granted under the Employee Stock Purchase Plan, will vest in full and all restrictions on such awards will lapse.
Historic LTI Plan Practices and 2025 Deferred Stock Awards
These salary continuation and Change in Control benefits are conditioned upon the executive officer’s execution of a general release and compliance with a restrictive covenants agreement. Further, in the event that the vesting of options upon a Change in Control, together with all other payments or benefits provided by the Letter Agreement, would result in all or a portion of such amount being subject to excise tax then the executive will be entitled to either the full amount of the payments or value of benefits under the Letter Agreements or such lesser amount as determined by us that would result in no portion of the payment being subject to excise tax, whichever results in the receipt by the executive officer of the greatest amount on an after-tax basis. Additionally, if the amounts payable under the Letter Agreements would be subject to the requirements of Section 409A of the Internal Revenue Code, we may amend the Letter Agreements as it may determine, including to delay the start of any payment as provided in the Letter Agreements, amend the definition of Change in Control, and amend the definition of disability. In the event any such payment is so delayed, the amount of the first payment to the executive officer will be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. Other Compensation. We do not pay our executive officers’ compensation other than as described above. In particular we do not provide for personal benefits or perquisites (“perks”) as a significant element of compensation of the Named Executive Officers, in particular, or employees of the Company generally. Timing of Stock Option Grants. In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of stock options close in time to the release of material non-public information. Although we do not have a formal policy that requires us to award equity or equity-based compensation on specific dates, our Board has adopted a policy with respect to the grant of stock options and other equity incentive awards that generally prohibits the grant of stock options or other equity awards to executive officers during closed quarterly trading windows (as determined in accordance with our insider trading policy). Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. We generally issue equity awards to our executive officers at the March Compensation Committee or Board meeting. During fiscal 2025, there were no option awards to any named executive officers within four business days preceding or one business day after the filing of any report of Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information. Summary Compensation Table. The following table presents the compensation earned for services in all capacities during 2025 and 2024 by (i) our President and Chief Executive Officer, Randall D. Sampson and (ii) our Senior Vice President of Finance and Chief Financial Officer, Randy J. Dehmer. Messrs. Sampson and Dehmer were our only executive officers and together are referred to as our “Named Executive Officers.”
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| Name and Position | Year | Salary ($) | Stock Awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Randall D. Sampson President and Chief Executive Officer | 2025 | 334,835 | 146,250 | 83,565 | 12,272 | 576,922 | | | 2024 | 324,259 | 120,156 | 110,474 | 12,099 | 566,988 | | Randy J. Dehmer Senior Vice President of Finance and Chief Financial Officer | 2025 | 270,620 | 89,700 | 52,530 | 9,254 | 422,104 | | | 2024 | 258,704 | 75,888 | 68,553 | 8,953 | 412,098 |
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEO(3) | Average Compensation Actually Paid to Non-PEO NEO(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”)(5) | Net Income (Loss) (6) | | 2025 | $576,922 | $379,130 | $422,104 | $300,799 | $52 | $(529,431) | | 2024 | $566,988 | $451,190 | $412,098 | $338,283 | $67 | $2,112,842 | | 2023 | $518,927 | $304,024 | $373,613 | $252,117 | $66 | $10,563,249 |
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Sampson, computed in accordance with SEC regulations. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sampson during the applicable year. The following adjustments were made to Mr. Sampson’s total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations: |
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| Adjustments to Determine Compensation Actually Paid for PEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | (146,250) | (120,156) | (117,254) | | Deduction for fair value of awards granted during year that remain unvested as of year end | (30,750) | (3,306) | (23,276) | | (Deduction)/increase for change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | (38,633) | 382 | (51,984) | | (Deduction)/increase for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | 15,958 | 5,266 | (23,894) | | Increase for value of dividends paid on equity awards not otherwise reflected in fair value of awards | 1,883 | 2,016 | 1,505 | | Total Adjustments | (197,792) | (115,799) | (214,903) |
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| (4) The dollar amounts reported represent the amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with SEC regulations. Again, the NEOs as a group (excluding our PEO) refers to Randy J. Dehmer, our Chief Financial Officer, who is the only named executive officer other than our PEO. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Dehmer during the applicable year. The following adjustments were made to the Non-PEO NEO total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations, using the same methodology described above in Note 2: |
Historic LTI Plan Practices and 2025 Deferred Stock Awards
| Adjustments to Determine Compensation Actually Paid for Non-PEO NEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under the “Stock Awards” Column in the SCT | (89,700) | (75,888) | (66,274) | | Deduction for fair value of awards granted during year that remain unvested as of year end | (18,860) | (2,088) | (13,156) | | (Deduction)/increase for change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | (23,460) | 221 | (29,241) | | (Deduction)/increase for change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | 9,595 | 2,855 | (13,693) | | Increase for value of dividends paid on equity awards not otherwise reflected in fair value of awards | 1,120 | 1,085 | 868 | | Total Adjustments | (121,305) | (73,816) | (121,496) |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Cash Compensation. Each non-employee director receives a cash retainer paid at the annual rate of $30,000 for service as a director. In addition, non-employee directors receive compensation for service on Board committees. Members of the Audit Committee receive a cash retainer paid at the annual rate of $8,000. Members of the Compensation Committee and the Governance Committee receive a cash retainer paid at the annual rate of $4,000. The chairs of each committee receive an additional annual cash retainer of $4,000. The lead independent director also receives an additional annual cash retainer of $4,000. For 2025, Carin J. Offerman was the lead independent director. Equity Compensation. Non-employee members of our Board receive equity compensation pursuant to the terms of the Company’s Stock Plan. Under the Stock Plan, the Compensation Committee has the authority to determine prior to each annual meeting of shareholders the equity awards to be issued to each non-employee director elected or re-elected at such annual meeting, including (1) the form of the equity compensation, and (2) the number of shares covered by the award or awards. The grant date for the award is the annual meeting of shareholders following the Compensation Committee’s determination. The Stock Plan specifies the terms of the award. In the case of deferred stock awards, the award will vest one year after the date of grant, provided that the non-employee director continues to serve as a member of the Board until the next annual meeting of shareholders, and the shares acquired on vesting may not be sold before the second anniversary of the date of grant, unless otherwise determined by the Board. Under this provision of the Stock Plan, the Compensation Committee approved a grant of $40,000 of deferred stock to the non-employee directors elected at the 2025 Annual Meeting, which were Mr. Ahn, Ms. Bausch, Mr. Chronister, Mr. Himle, Ms. Offerman and Mr. Schramm. Accordingly, each of these directors received an award of 2,271 shares of deferred stock on June 5, 2025, which will vest on the date of this Annual Meeting and will be delivered one year from the vesting date. In March 2026, the Compensation Committee determined that each non-employee director elected or re-elected at this Meeting will receive an award of deferred stock, with the number of underlying shares equal to $40,000 divided by the fair market value of our common stock on the grant date. The deferred stock will have the same vesting and delivery terms as the deferred stock granted in connection with the 2025 Annual Meeting. 2025 Director Compensation. The following table presents the cash and other compensation paid by us to each non-employee member of our Board of Directors in 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Maureen H. Bausch | $38,000 | $40,000 | $78,000 | | Mark Chronister | $46,000 | $40,000 | $86,000 | | John S. Himle | $46,000 | $40,000 | $86,000 | | Carin J. Offerman | $50,000 | $40,000 | $90,000 | | Peter Ahn | $42,000 | $40,000 | $82,000 | | Damon E. Schramm | $38,000 | $40,000 | $78,000 |
DIRECTOR COMPENSATION
| (1) Represents a combination of retainers and committee fees received in 2025 as described above. |
DIRECTOR COMPENSATION
| (2) Represents deferred stock awards described above. The values expressed represent the aggregate grant date fair value as determined pursuant to Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”), using the assumptions discussed in Note 5, “Stock Based Compensation,” in the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For a summary of the stock awards held by Mr. Sampson at December 31, 2025, please see “Executive Compensation Programs and Practices – Outstanding Equity Awards at Fiscal Year End.” No non-employee director held any option awards at December 31, 2025. As of December 31, 2025, the non-employee directors then serving held deferred stock awards for the following number of shares: Ms. Bausch, 4,060 shares, Mr. Chronister, 4,060 shares, Mr. Himle, 4,060 shares, Ms. Offerman 4,060 shares, Mr. Ahn, 4,060 shares, and Mr. Schramm, 4,060 shares. |