Additionally, on June 20, 2019, Mr. Colosi and the Company announced that Mr. Colosi would be
retiring as President of the Company effective as of June 20, 2019. On July 3, 2019, the Company entered
into the Colosi Consulting Agreement with Mr. Colosi. Under the Colosi Consulting Agreement, which
expired on March 1, 2020, the Company agreed to pay Mr. Colosi an aggregate sum of $500,000 in
bi-weekly installments over the term of the Colosi Consulting Agreement. In addition, the Company
agreed to pay Mr. Colosi an aggregate sum of $1,400,000, payable on March 1, 2020. Under the terms of
the Colosi Consulting Agreement, Mr. Colosi agreed to be available upon reasonable notice to consult on
matters assigned by the Company. The Colosi Consulting Agreement also provided a general release of
claims through June 20, 2019. Finally, the Colosi Consulting Agreement reaffirmed certain obligations of
Mr. Colosi under his 2018 employment agreement, including, without limitation, obligations pertaining to
non-competition, non-hire, and non-solicitation.
Hedging and Pledging Policies
The Company has an insider trading policy that, among other things, prohibits all of our employees
(including our executive officers) and our directors from engaging in speculative trading in the Company’s
shares, which prohibition includes any arrangement by which a shareholder or option holder changes his
or her economic exposure to changes in the price of the stock. Prohibited arrangements include buying
standardized put or call options, writing put or call options, selling stock short, buying or selling securities
convertible into other securities, or merely engaging in a private arrangement where the value of the
agreement varies in relation to the price of the underlying security. Such arrangements are prohibited
because these transactions may give the appearance of improper trades and look disloyal. In addition, our
insider trading policy strongly discourages employees (including our executive officers) and our directors
from holding the Company’s securities in a margin account or otherwise pledging these securities as
collateral for a loan. As of the date of this proxy statement, none of our Named Executive Officers and
non-employee directors hold the Company’s securities in a margin account or have otherwise pledged
them as collateral for a loan.
Compensation Committee Report
The compensation committee has reviewed and discussed the ‘‘Compensation Discussion and
Analysis’’ required by Item 402(b) of Regulation S-K with management. Based on such review and
discussions, the compensation committee recommended to the Board that the ‘‘Compensation Discussion
and Analysis’’ be included in this proxy statement and incorporated by reference into the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019.
All members of the compensation committee concur in this report.
James R. Zarley, Chair
Gregory N. Moore
Curtis A. Warfield
Kathleen M. Widmer