- Cash Bonus:Designed to reward our Named Executive Officers for the success of the
Company as measured by growth in the Company’s earnings per diluted share and its overall
pre-tax profit, and for each Named Executive Officer’s individual contribution to that success. - Restricted Stock Unit Grants:Designed to offer the Named Executive Officers a financial
interest in the long-term success of the Company and align their interests with those of our
shareholders. - The compensation packages for our Named Executive Officers include the following types of
restricted stock units: - Service Based Restricted Stock Units, which grant the Named Executive Officers the
conditional right to receive shares of our common stock that vest after a defined period of
service; - ‘‘Retention’’ Restricted Stock Units, which vest upon the completion of the term of an
individual Named Executive Officer’s agreement or such longer date as determined by the
compensation committee; and - Performance Based Stock Units, which are calculated based on the achievement of certain
Company performance targets established by the compensation committee and vest over a
period of service. - Our Board has adopted stock ownership guidelines to further align the financial interests of the
Company’s executive officers with the interests of our shareholders. The guidelines provide that our
Chief Executive Officer should own, at a minimum, the lesser of 100,000 shares or $2,500,000 in
then-current market value, our President should own, at a minimum, the lesser of 40,000 shares or
$1,000,000 in then-current market value, and our other executive officers should own, at a
minimum, the lesser of 10,000 shares or $500,000 in then-current market value. The executive
officers are expected to achieve these levels within five years of assuming their respective positions.
Setting Compensation
- The compensation program for our Named Executive Officers are determined by the compensation
committee. - The compensation committee evaluates the stock compensation for each Named Executive Officer
on an annual basis to determine the right combination of rewards and incentives through the
issuance of service based restricted stock units and/or performance based restricted stock units to
drive company performance without encouraging unnecessary or excessive risk taking by all of the
Named Executive Officers as a whole.
Compensation Discussion and Analysis
The Company’s compensation committee reviews and establishes executive compensation in
connection with each executive officer’s employment agreement. We entered into new employment
agreements with W. Kent Taylor, Scott M. Colosi, and S. Chris Jacobsen, each a Named Executive Officer,
on December 26, 2017, each of which has an effective date of January 8, 2018 and expires on January 7,
- We entered into an employment agreement with Tonya R. Robinson, also a Named Executive
Officer, on June 11, 2018 and having an effective date of May 18, 2018, and with Doug W. Thompson,