Following his initial referral for service as a director, Mr. Warfield met extensively with management of
the Company, our corporate recruiter and our existing members of the Board prior to the nominating
and corporate governance committee’s decision to recommend his appointment. Mr. Warfield was
nominated as a director because of his extensive financial and accounting experience, his executive
management experience, and his information technology experience.
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 recommendations 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 2018 for each of the non-employee directors.
2018 Director Compensation TableGrant Date Fair
Fees Earned Value of
Name or Paid in Cash ($) Stock Awards ($)(1) Total ($)
Gregory N. Moore............................ 112,500(2) 318,528(i) 431,
James F. Parker(3)............................ 59,500(4) 270,180(ii) 329,
Curtis A. Warfield............................ 18,967(5) 111,554 130,
Kathleen M. Widmer.......................... 45,000 253,116(iii) 298,
James R. Zarley ............................. 49,500 261,648(iv) 311,
(1) In 2018, the non-employee directors other than Mr. Warfield were granted the following restricted
stock units, each of which vest over a one year period and were outstanding on December 25,
2018: (i) each director received a 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;
(vii) each director serving on the compensation committee received a grant of 100 restricted stock
units; and (viii) each director serving on the nominating and corporate governance committee
received a grant of 100 restricted stock units.