DEF 14A of Photronics Inc
Filed Feb 28, 2024 · FY20230001539497-24-000597
Compensation Philosophy
| What We Do | What We Don’t Do | | Maintain stock ownership guidelines to reinforce the alignment of executive officer and Shareholder interests | No above-median pay benchmarking | | Generally require four year vesting periods on equity awards | No gross-up provisions | | Evaluate the results from the most recent Shareholder advisory vote on compensation | No non-statutory pension plans or other post-employment benefit plans | | Minimal executive perquisites | No guarantee of salary increases, bonuses, or equity grants for our executive officers |
Compensation Objectives
| ● | to provide competitive compensation to attract, retain and motivate talented employees and foster teamwork as well as support the Company’s achievement of its financial and strategic goals; |
Annual Cash Incentives
Annual Cash Incentives Annual cash incentives are used to promote the achievement of specific short-term goals of the Company that are set on an annual basis subject to discretion of the Compensation Committee.
Determination of Total Compensation
| ● | the compensation of similarly situated executive officers working for peer group companies; and |
Annual Cash Incentives
Annual Cash Incentives Our Named Executive Officers participated in an annual cash incentive program in fiscal 2023. In January 2023, the Compensation Committee met and established criteria for bonus for the first quarter of fiscal 2023 as part of the annual cash incentive program. The Compensation Committee established that the Company would accrue bonus amounts on a percentage of operating income based on the performance of the Company after deduction of the bonus accrual. In February 2023, the Compensation Committee met and revised the objectives for the second, third and fourth quarter based on ranges of the operating income and gross margin. The Company exceeded the percentages for each quarter and accrued bonus amounts based on historical percentages that included the percentages established by the Compensation Committee with respect to operating income and gross margin but also allowed for discretionary bonuses as have been historically granted by the Compensation Committee. The criteria for gross margin and operating income are competitively sensitive and therefore in accordance with Instruction 4 to Item 402 of Regulations S-K are not disclosed, as disclosure would result in competitive harm to the Company. The criteria chosen coordinates with our financial and strategic objectives appropriately balances our short- and long-term goals. The criteria set is difficult but achievable. The Compensation Committee met several times during fiscal 2023 and decided to award the bonuses detailed below to the Named Executive Officers based on the gross margin and operating income achieved by the Company. Furthermore, based on the fact that the Company achieved its sixth year of record revenue, increased revenue 8% from fiscal 2022, grew revenue in both IC and FPD and achieved $125.5 million in GAAP net income the Compensation Committee awarded the following bonuses to the Named Executive Officers in December 2023. Based on the record setting revenue and performance of the Company for fiscal 2023, the Compensation Committee used its discretion to award bonuses to the Named Executive Officers as set forth below. The Compensation Committee noted that the 2011 Executive Incentive Compensation Plan (the “2011 EICP”) provided that bonuses could not exceed 65% of base salary. However, based on the Company’s fiscal 2023 performance and the individual performance of certain Named Executive Officers, the Compensation Committee decided to grant the Named Executive Officers discretionary bonuses outside of the 2011 EICP. The amount of total bonuses awarded to the Named Executive Officers including the discretionary bonuses granted outside of the 2011 EICP in December 2023 were as follows:
Annual Cash Incentives
| Ms. Richelle Burr, Esq. | $505,000 | | Mr. John P. Jordan | - | | Dr. Frank Lee | $1,300,000 | | Mr. HK Park | $374,400 | | Dr. Christopher J. Progler | $347,946 |
Annual Cash Incentives
In January 2024, the Compensation Committee met and established goals for the fiscal 2024 year pursuant to the terms of the 2011 EICP. The Compensation Committee established the following goals for fiscal 2024 year: In each quarter, if a target percentage of gross margin is achieved, the bonus pool will accrue based on a percentage of operating income. Bonus will be accrued at the highest percentage of each range but at the end of the year the Compensation Committee can use its discretion to reduce the accrual and the overall budget pool to the lower percentage if it so chooses. The targets for gross margin and operating income are competitively sensitive and therefore in accordance with Instruction 4 to Item 402 of Regulations S-K are not disclosed, as disclosure would result in competitive harm to the Company.
Stock-Based Awards
Stock-Based Awards The Company’s long-term incentive program used restricted stock for fiscal 2023. The Company’s equity incentive plan described below allows for the grant of stock options and restricted stock awards to directors, executive officers of the Company, and other employees of the Company. The Compensation Committee believes that the grant of restricted stock awards provides a strong link between executive compensation and Shareholder return, aligning the long-term interests of its executives with those of the Shareholders and thereby promoting strategic planning while minimizing excessive risk. For the purpose of aiding the Company and its subsidiaries in attracting, retaining, and motivating qualified personnel, the Company adopted a long-term equity incentive compensation plan (the “LTEIP”) in 2016. In fiscal 2023, the LTEIP was amended with Shareholder approval (the “Equity Incentive Plan”). The Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine, subject to the provisions of the Equity Incentive Plan, who will be granted awards, the terms and conditions of awards, and the number of shares subject to, or the cash amount payable with respect to, an award. The Compensation Committee may also make factual determinations in connection with the administration or interpretation of the Equity Incentive Plan. To the extent not prohibited by applicable laws, rules, and regulations, the Compensation Committee may also, from time to time, delegate some or all of its authority under the Equity Incentive Plan to a subcommittee or to other persons or groups of persons as it deems necessary, appropriate, or advisable. Additionally, subject to applicable laws, rules and regulations, any authority or responsibility that, under the terms of the Equity Incentive Plan may be exercised by the Compensation Committee, may alternatively be exercised by the Board of Directors of the Company. Grants of equity awards under the Equity Incentive Plan are generally decided every November or December. Such equity awards are usually granted in January. Grants to Named Executive Officers under the Equity Incentive Plan are based on job responsibilities and the potential for individual contribution impacting the Company’s overall performance. When considering grants, the Compensation Committee exercises judgment and discretion, looking at each executive’s scope of responsibility and individual performance as well as the performance of the Company, and also considers previous stock award grants to align generally with its overall compensation philosophy. For example, the Compensation Committee may consider reducing grants in a particular year when a Named Executive Officer has large realizable gains from stock award grants in previous years. Other than inducement awards to new officers or other awards permitted to be granted outside of a Shareholder approved equity plan under NASDAQ rules, the Company makes all grants of restricted stock pursuant to the terms of the Equity Incentive Plan Amendment. The annual stock grant is a collaborative process between the Compensation Committee and the Chief Executive Officer for determining the total pool of shares available for award. The Compensation Committee approves the total number of shares available for grant. The Chief Executive Officer then provides individual grant recommendations to the Compensation Committee (except for his own) for his senior management team including the Named Executive Officers for review and approval by the Compensation Committee. The Chief Executive Officer’s recommendation is a subjective evaluation of the Named Executive Officers’ individual contributions to the performance of the Company as a whole, the level of incentive compensation previously received, as well as the market price of the common stock on the date of grant. The Compensation Committee considers the aggregate number of shares available, the number of shares previously awarded and the number of individuals to whom the Company wishes to grant equity awards, as well as the factors set forth in the immediately preceding paragraph. The Compensation Committee reserves the right to consider any factors it considers relevant under the circumstances then prevailing in reaching its determination regarding the amount of each equity award. The Chief Executive Officer’s grant is determined by the Compensation Committee in its sole discretion, based on the Compensation Committee’s evaluation of the Chief Executive Officer’s expected contribution to the Company’s future success, the level of incentive compensation previously awarded, the overall performance of the Company, a review of the Chief Executive Officer’s peer group compensation, and the market price of the Common Stock on the date of grant. When determining the long-term incentive grants that were decided by the Compensation Committee in the later part of 2023 but awarded in early 2024, the Compensation Committee considered the overall performance of the Company in fiscal 2023. The Compensation Committee also reviewed the restricted stock awards that were granted last year, as well as the cost of such grants to the Company all in connection with the performance of the Company for fiscal 2023. The Compensation Committee also reviewed the grant history of the Company’s peers and the compensation given to peer company Named Executive Officers and based on the totality of its review and analysis the Compensation Committee decided to grant the awards shown below to the Named Executive Officers. The Compensation Committee has the authority under the Equity Incentive Plan to select the individuals who will be granted awards from among the officers, employees, directors, non-employee directors, consultants, advisors, and independent contractors of the Company or a subsidiary of the Company. A maximum of five million (5,000,000) shares of Common Stock may be issued under the Equity Incentive Plan. Based on the revenue and operating income achieved by the Company and the fact that the Company achieved its sixth year of record revenue, increased revenue 8% from fiscal 2022, grew revenue in both IC and FPD and achieved $125.5 million in GAAP net income the, the Compensation Committee awarded the following Executive Officers the following grants of restricted stock on January 3, 2024.The grants of equity award are based on a variety of factors including market and peer group data, the ability of the executive to impact long-term stockholder value, the executive’s prior contributions and performance and the currently outstanding equity grants held by the executive and to closely align the incentives with the interests of our shareholders.
Stock-Based Awards
| | Restricted Stock | | Ms. Richelle Burr, Esq. | 60,000 | | Mr. John P. Jordan | - | | Dr. Frank Lee | 120,000 | | Mr. HK Park | 40,000 | | Dr. Christopher J. Progler | 40,000 |
Stock-Based Awards
The shares of restricted stock will, consistent with earlier grants, vest in four equal increments over the next four years. All stock awards granted are subject to acceptance by the respective recipients of the terms of the stock award agreements. No stock options were granted to any Named Executive Officers in this compensation cycle.
Employment Agreements
Employment Agreements In order to retain the Named Executive Officers and retain continuity of management in the event of an actual or threatened change of control, the Company has entered into employment agreements with each of the Named Executive Officers. Each agreement covers title, duties and responsibilities, and stipulates compensation terms. Each employment agreement also sets forth the severance benefits due in the event of a change in control or termination without cause. These employment agreements are described below under the caption “Certain Agreements.” The estimate of the compensation that would be payable in the event of a change in control or termination without cause is described below under the caption “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that these agreements are a competitive requirement to attract and retain highly qualified executive officers. Before authorizing the Company to enter into the employment agreements with the Named Executive Officers, the Compensation Committee analyzed each of the termination and change in control arrangements and determined that each arrangement was advisable and appropriate under the circumstances of the Company and given the circumstances of each of the individual Named Executive Officers. The Compensation Committee will review these arrangements again upon the renewal of each employment agreement.
CEO Pay Ratio
CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the median annual total compensation of our employees and the annual total compensation of Dr. Frank Lee, our Chief Executive Officer. For the fiscal year ended October 31, 2023:
CEO Pay Ratio
| ● | the median of salary and bonus compensation of all employees of our Company for fiscal 2023 is estimated to be: $37,716.78; |
CEO Pay Ratio
| ● | the total compensation of Dr. Frank Lee for fiscal 2023 was $4,061,200; and |
CEO Pay Ratio
| ● | based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees is estimated to be 108 to 1. |
CEO Pay Ratio
Excluding our Chief Executive Officer, we identified the median employee by examining the 2023 total annual base salary plus bonus for all individuals who were employed as of October 31, 2023. We included all our employees, whether full-time or part-time. For any employee that we paid in currency other than U.S. Dollars, we then applied the applicable foreign currency exchange rate as of October 31, 2023 to convert such employee’s total compensation into U.S. Dollars. Once we identified our median employee, we added together all of the elements of such employee’s compensation for 2023 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table including overtime, bonus, matching contribution pursuant to the Company 401(k) savings and profit sharing and vacation payout, if applicable. To calculate our ratio, we used Dr. Lee’s salary for fiscal 2023 plus his bonus for fiscal 2023 performance plus his stock award granted in fiscal 2023 and divided that amount by the median employee’s annual total compensation.
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Richelle Burr | 2023 | 503,500 | 505,000 | 1,005,600 | 15,851(2) | 2,029,951 | | Executive Vice President, Chief Administrative Officer, | 2022 | 475,000 | 505,712 | 1,002,350 | 15,556(2) | 1,998,618 | | General Counsel and Secretary | 2021 | 372,303 | 260,000 | 448,270 | 17,800(2) | 1,098,373 | | John P. Jordan | 2023 | 410,000 | - | 335,200 | 15,154(2) | 760,354 | | Executive Vice President, | 2022 | 410,000 | 102,500 | 771,200 | 17,800(2) | 1,301,500 | | Chief Financial Officer | 2021 | 373,330 | 187,000 | 448,270 | 17,800(2) | 1,026,400 | | Frank Lee | 2023 | 750,000 | 1,300,000 | 2,011,200 | | 4,061,200 | | Chief Executive Officer | 2022 | 650,000 | 963,800 | 1,310,550 | | 2,924,350 | | | 2021 | 459,530 | 365,000 | 448,270 | | 1,272,800 | | HK Park | 2023 | 312,000 | 374,400 | 502,800 | 204,849(3) | 1,394,049 | | Senior Vice President and General Manager of FPD Operations | | | | | | | | Christopher J. Progler | 2023 | 434,932 | 347,946 | 838,000 | 17,800(2) | 1,638,678 | | Executive Vice President, Chief Technology Officer, | 2022 | 418,204 | 313,653 | 771,200 | 17,800(2) | 1,520,857 | | Strategic Planning | 2021 | 408,003 | 205,000 | 448,270 | 17,800(2) | 1,079,073 |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (1) The amounts shown in the “Stock Awards” column represent the closing price of the Common Stock on the date of grant multiplied by the number of shares awarded in accordance with ASC No. 718. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (2) Represents car allowance and matching contribution pursuant to the Company’s 401(k) Savings and Profit Sharing Plan. |
SUMMARY COMPENSATION TABLE FOR FISCAL 2023
| (3) Represents tax equalization payment, apartment allowance, and Mr. Park also has use of a company driver. |
GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2023
GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2023 During the fiscal year ended October 31, 2023, the following plan-based awards were granted to the Named Executive Officers:
GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2023
| Name | Grant Date | Non-Equity Award | All Other Stock Awards: Number of shares of stock or units (1) | Grant Date Fair Value of Stock and Option Awards $ | | Richelle Burr | 01/03/2023 | | 60,000 | 1,005,600 | | John P. Jordan | 01/03/2023 | | 20,000 | 335,200 | | HK Park | 01/03/2023 | | 30,000 | 502,800 | | Frank Lee | 01/03/2023 | | 120,000 | 2,011,200 | | Christopher J. Progler | 01/03/2023 | | 50,000 | 838,000 |
GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2023
| (1) Restricted stock awards typically vest 25% per year beginning one year after the grant date, with full vesting on the fourth anniversary of the grant date. |
GRANT OF PLAN-BASED AWARDS TABLE FOR FISCAL 2023
See the CD&A for an explanation of the amount of salary and bonus in proportion to total compensation and a description of the material terms of plan-based awards.
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 (“CAP”) for our Chief Executive Officer, also referred to as our principal executive officer (“PEO”), and our other Named Executive Officers (“NEOs”) and certain financial performance metrics of the Company for the fiscal years listed below. The Compensation (HRC) Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information on the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “Compensation Discussion and Analysis.”
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | Average summary compensation | Average compensation actually paid | Value of initial fixed $100 investment based on: | | | | | Year | Summary compensation table total for PEO | | Compensation actually paid to PEO | | table total for non-PEO named executive officers | to non-PEO named executive officers | Total Shareholder return | MSCI US Semi & Semi Equipment GICS Index | Net income ($Million) | Revenue ($Million) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | | (1) | (2) | (3) | (4) | | | | | | | | 2023 | 4,061,200 | 168,462 | 4,611,901 | 168,462 | 1,476,328 | 1,844,174 | 188.31 | 179.40 | 125.5 | 892.1 | | 2022 | 2,924,350 | 2,470,279 | 2,948,823 | 482,294 | 1,606,992 | 1,619,472 | 166.36 | 109.88 | 118.8 | 824.5 | | 2021 | 1,272,800 | 2,006,994 | 1,417,864 | 1,471,055 | 1,067,949 | 1,123,199 | 133.24 | 158.40 | 55.4 | 663.8 |
Pay Versus Performance
| (1) Amounts shown are the amounts of total compensation reported for Dr. Lee, our CEO, for column of the Summary Compensation Table (SCT). |
Pay Versus Performance
| (2) Amounts shown are the amounts of total compensation reported for Dr. Kirlin, our former CEO, for column of the Summary Compensation Table (SCT). |
Pay Versus Performance
| Compensation actually paid to PEO (3) | | | | | | | | | Year | Salary | Bonus | The fair value as of the end of the covered year for all stock and option awards that were granted during the year and that remain unvested as of the end of the covered year. | The change in fair value (whether positive or negative) as of the end of the covered year for any awards granted in any prior fiscal year that remain outstanding and unvested as of the end of the covered year. | The fair value as of the vesting date for any awards that were granted and vested in the covered fiscal year. | The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year. | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | (i) | | 2023 | 750,000 | 1,300,000 | 2,203,200 | 289,688 | 0 | 69,013 | 4,611,901 | | 2022 | 650,000 | 963,800 | 1,216,500 | 242,213 | 0 | (123,690) | 2,948,823 | | 2021 | 459,530 | 365,000 | 454,650 | 128,335 | (165) | 10,514 | 1,417,864 |
Pay Versus Performance
| (3) Amounts shown above include the compensation actually paid to Dr. Lee, our CEO. |
Pay Versus Performance
| Compensation actually paid to PEO (4) | | | | | | | | | Year | Income | Bonus | The fair value as of the end of the covered year for all stock and option awards that were granted during the year and that remain unvested as of the end of the covered year. | The change in fair value (whether positive or negative) as of the end of the covered year for any awards granted in any prior fiscal year that remain outstanding and unvested as of the end of the covered year. | The fair value as of the vesting date for any awards that were granted and vested in the covered fiscal year. | The change in fair value (whether positive or negative) as of the vesting date of any awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year. | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | (i) | | 2023 | 168,462 | 0 | 0 | 0 | 0 | 0 | 168,462 | | 2022 | 735,079 | 0 | 0 | 0 | 0 | (252,785) | 482,294 | | 2021 | 649,544 | 425,000 | 0 | 299,925 | 0 | 96,586 | 1,471,055 |
Pay Versus Performance
| (4) Amounts shown above include the compensation actually paid to Dr. Kirlin, our former CEO. |
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures
Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and our Peer Group TSR, in each case, over the three most recently completed fiscal years. On March 10, 2022, Dr. Kirlin retired as Chief Executive Officer and resigned as a member of the Board of Directors effective March 11, 2022. Dr. Kirlin received severance payments made in the fiscal year 2023. The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, our Net Income and our Revenue, in each case, during the three most recently completed fiscal years. On March 10, 2022, Dr. Kirlin retired as Chief Executive Officer and resigned as a member of the Board of Directors effective March 11, 2022. Dr. Kirlin received severance payments made in the fiscal year 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Ms. Burr, Mr. Jordan, Dr. Lee and Dr. Progler have employment agreements with the Company that provide for severance payments in the event of termination by the Company without cause, termination upon a change of control, or resignation by such Named Executive Officer with good reason. The employment agreements are further described above under the caption “Certain Agreements”. The table below was prepared as if the Named Executives Officer’s employment was terminated as of October 31, 2023, the last business day of our 2023 fiscal year and, if applicable, a change in control occurred on that date. The table also utilizes the closing share price of Common Stock on October 31, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Severance Payment ($)(1) | Benefit Plans ($)(2) | Options ($) | Restricted Stock ($)(3) | Total ($) | | Richelle Burr | | | | | | | Termination without cause or resignation for good reason | 503,500 | 18,000 | | | 521,500 | | Termination upon change of control | 755,250 | 18,000 | | 2,662,200 | 3,435,450 | | John P. Jordan | | | | | | | Termination without cause or resignation for good reason | 410,000 | 18,000 | | | 428,000 | | Termination upon change of control | 615,000 | 18,000 | | 1,399,950 | 2,032,950 | | Frank Lee | | | | | | | Termination without cause or resignation for good reason | 750,000 | | | | 750,000 | | Termination upon change of control | 1,125,000 | | | 4,865,400 | 5,990,400 | | Christopher J. Progler | | | | | | | Termination without cause or resignation for good reason | 434,932 | 18,000 | | | 452,932 | | Termination upon change of control | 652,398 | 18,000 | | 1,950,750 | 2,621,148 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) Assumes no bonus will be paid as part of the severance payment. The calculation was based on base salary for fiscal 2023. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Assumes a payment of $1,500 per month for COBRA premiums for 12 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) The value of restricted stock assumes all unvested outstanding awards as of October 31, 2023, were immediately vested upon the change of control, regardless of whether termination of employment, for any reason has occurred, as provided under the Company’s stock incentive plans. In the case of restricted stock the value is based on the number of outstanding shares that would not ordinarily have vested as of October 31, 2023, multiplied by $18.36, the closing share price on October 31, 2023. |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Walter M. Fiederowicz | 125,000(2) | 251,400 (1) | 376,400 | | Adam Lewis | 100,000(3) | 251,400 (1) | 351,400 | | Daniel Liao | 100,000(4) | 251,400 (1) | 351,400 | | Constantine Macricostas | 125,000(5) | 251,400 (1) | 376,400 | | George Macricostas | 105,000(6) | 251,400 (1) | 356,400 | | Mary Paladino | 132,500(7) | 251,400 (1) | 383,900 | | Mitchell G. Tyson | 110,000(8) | 251,400 (1) | 361,400 |
DIRECTOR COMPENSATION TABLE
| (1) Represents 15,000 shares of restricted stock granted on January 3, 2023 with a closing stock price of $16.76. The restricted stock vests quarterly over a year from the date of grant. |
DIRECTOR COMPENSATION TABLE
| (2) Represents 50,000 as an annual retainer, $20,000 as Chairman of the Compensation Committee (prorated for half-year service), $10,000 as Vice Chair of the Compensation Committee (prorated for half-year service), $20,000 as Vice Chair of the Audit Committee and $25,000 for meeting fees (5 meetings at $5,000 per meeting). |
DIRECTOR COMPENSATION TABLE
| (3) Represents 50,000 as an annual retainer, 15,000 as Chairman of the Cyber Security Committee, $10,000 as a member of the Nominating Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). |
DIRECTOR COMPENSATION TABLE
| (4) Represents $50,000 annual retainer, $15,000 as a member of the Compensation Committee, $10,000 as a member of the Nominating Committee, and $25,000 in Board fees (5 meetings at $5,000 per meeting). |
DIRECTOR COMPENSATION TABLE
| (5) Represents $50,000 as an annual retainer, $50,000 as Chairman of the Board of Directors, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). |
DIRECTOR COMPENSATION TABLE
| (6) Represents 50,000 as an annual retainer, $20,000 as Chairman of the Compensation Committee (prorated for half-year service), $10,000 as a member of the Cyber Security Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). |
DIRECTOR COMPENSATION TABLE
| (7) Represents $50,000 as an annual retainer, $40,000 as Chairperson of the Audit Committee, $10,000 as Vice Chair of the Compensation Committee (prorated for half-year service), $7,500 as a member of the Compensation Committee (prorated for half-year service) and $25,000 for meeting fees (5 meetings at $5,000 per meeting) |
DIRECTOR COMPENSATION TABLE
| (8) Represents $50,000 as an annual retainer and $15,000 as a member of the Audit Committee, $20,000 as Chairman of the Nominating Committee, and $25,000 for meeting fees (5 meetings at $5,000 per meeting). |