The Company currently retains a corporate recruiter to assist in identifying candidates for open
positions at the Company. Upon request, this recruiter also assists in identifying and evaluating candidates
for director, but the Company does not pay an additional fee for this service.
Compensation of Directors.....................................................
As further discussed in the ‘‘Compensation Discussion and Analysis,’’ the compensation committee
engaged Willis Towers Watson as an independent compensation consultant in 2017 to advise the
compensation committee on the compensation for our executive officers and non-employee directors.
Specifically, the compensation committee asked the compensation consultant to provide market data,
review the design of the compensation packages for our executive officers and non-employee directors,
and provide guidance on cash and equity compensation for our executive officers and non-employee
directors, including, without limitation, the issuance of restricted stock units to our non-employee directors
and executive officers as more particularly described in this proxy statement. Similar to our compensation
philosophy for our executive officers, we believe that issuing restricted stock units to our non-employee
directors aligns their interests with those of our shareholders. Specifically, since the bulk of each
non-employee director’s compensation lies in the value of the restricted stock units granted, the
non-employee directors are motivated to continually improve the Company’s performance in the hope that
the performance will be reflected by the stock price on the vesting date of their restricted stock units.
Moreover, we believe that the restricted stock unit awards drive director alignment with maximizing
shareholder value because the value of the restricted stock units varies in response to investor sentiment
regarding overall Company performance at the time of vesting.
As described more fully below, the following table summarizes the total compensation earned for
fiscal year 2019 for each of the non-employee directors.
2019 Director Compensation TableGrant Date
Fees Earned Fair Value of
or Paid in Stock Awards
Name Cash ($) ($)(1) Total ($)
Gregory N. Moore 113,500(2) 346,416 459,916
James F. Parker(3) 4,833(4) 293,835 298,668
Curtis A. Warfield 51,500 284,556 336,056
Kathleen M. Widmer 39,500 275,277 314,777
James R. Zarley 59,306(4) 293,771 353,077
(1) The non-employee directors were granted the following restricted stock units on January 8, 2019,
each of which vest over a one year period and were outstanding on December 31, 2019 (other than as
more particularly described in footnote (3) below):
(i) each director received a base grant of 4,250 restricted stock units;
(ii) the Lead Independent director for the Board received a grant of 500 restricted stock units;
(iii) the chairperson of the audit committee received a grant of 350 restricted stock units;
(iv) the chairperson of the compensation committee received a grant of 150 restricted stock units;
(v) the chairperson of the nominating and corporate governance committee received a grant of 150
restricted stock units;
(vi) each director serving on the audit committee received a grant of 150 restricted stock units;