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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Protective Insurance Corporation | NASDAQ:PTVCA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.27 | 0.01 | 23.31 | 0 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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WHEN:
May 4, 2021 at 10:00 a.m.
WHERE:
Virtual Meeting Site
www.virtualshareholdermeeting.com/
PTVCA2021
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| |
ITEMS OF BUSINESS:
4 proposals as listed below
DATE OF MAILING:
The date of mailing of this proxy
Statement is on or about April 6, 2021
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| |
WHO CAN VOTE:
Shareholders of Protective
Insurance Corporation’s Class A common stock at the close of business on March 15, 2021
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1.
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To elect as directors the three nominees identified in the attached Proxy Statement, each to serve a term of three years;
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2.
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To ratify the appointment of Ernst & Young LLP as independent auditor for the Corporation for 2021;
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3.
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To approve, in an advisory vote, the Corporation’s named executive officer compensation; and
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4.
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To transact such other business as may properly come before the meeting and any adjournment thereof.
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By Order of the Board of Directors
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Date: April 6, 2021
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Class I Directors
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Class II Directors
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Class III Directors
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Stephen J. Gray
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Stuart D. Bilton
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Steven J. Bensinger
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Nathan Shapiro
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Otto N. Frenzel IV
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Jeremy D. Edgecliffe-Johnson
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Robert Shapiro
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LoriAnn V. Lowery-Biggers
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David W. Michelson
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James A. Porcari III
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John D. Nichols, Jr.
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STEPHEN J. GRAY
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Age 67
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Director Since 2019
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NATHAN SHAPIRO
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Age 84
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Director Since 1979
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ROBERT SHAPIRO
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Age 82
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Director Since 1997
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STEVEN J. BENSINGER
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Age 66
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Director Since 2018
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STUART D. BILTON
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Age 74
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Director Since 1987
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JEREMY D. EDGECLIFFE-JOHNSON
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Age 50
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Director Since 2019
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OTTO N. FRENZEL IV
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Age 61
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Director Since 2008
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LORIANN V. LOWERY-BIGGERS
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Age 54
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Director Since 2017
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DAVID W. MICHELSON
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Age 63
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Director Since 2018
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JOHN D. NICHOLS, JR.
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Age 61
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Director Since 2017
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JAMES A. PORCARI III
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Age 63
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Director Since 2017
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•
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The majority of our directors are independent.
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•
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The Audit, Compensation and Human Capital, and Nominating and Governance Committees are comprised of and chaired by non-employee directors who meet the independence requirements under the Nasdaq and SEC rules and other governing laws and regulations.
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•
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The Risk and Finance Committee is chaired by a non-employee director who meets the independence requirements under the Nasdaq rules.
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•
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Our Code of By-laws provide for the role of Lead Director, to be selected from among the independent directors, if the Chairman is not an independent director to ensure that the Board is able to carry out its responsibilities effectively and independently of both management and shareholders when the Chairman role is held by a member of management.
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•
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The independent directors meet in regular executive sessions, without management present, to discuss the effectiveness of our management team, the quality of the Board meetings and any other issues or concerns.
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Board of Directors
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|||||||||
Audit Committee
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Compensation &
Human Capital
Committee
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Nominating &
Governance
Committee
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Risk & Finance
Committee
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Financial
Reporting
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Compensation
Programs
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Governance
Policies
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Enterprise Risk
Management
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| |
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Internal Controls
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Succession
Planning
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Board
Organization
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Reinsurance
Structure
|
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| |
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Legal and
Compliance
Risk
|
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Talent Acquisition,
Retention &
Development
|
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Board
Succession
|
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Liquidity & Capital
|
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Diversity &
Inclusion
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Cybersecurity
|
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Investment
Management
|
Audit Committee
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|||
Current Members:
David W. Michelson
Steven J. Bensinger
Otto N. Frenzel IV
Number of Meetings
in 2020:
5
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The principal duties of the Audit Committee include oversight of our external auditor and financial reporting practices, review of related person transactions, whistleblower compliance, and monitoring our internal audit processes and controls. The Audit Committee has a charter, a copy of which may be found in the corporate governance section of our website at ir.protectiveinsurance.com/govdocs.
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All current members of the Audit Committee are independent as defined in both the Nasdaq and SEC rules applicable to audit committee members. The Board has determined that the Chair of the Audit Committee, David W. Michelson, is an audit committee financial expert, as defined in the SEC rules.
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Compensation and Human Capital Committee
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Current Members:
James A. Porcari III
Stuart D. Bilton
LoriAnn V. Lowery-Biggers
David W. Michelson
Number of Meetings
in 2020:
14
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The Compensation and Human Capital Committee is responsible for administration of our executive compensation program and oversight of our employee benefits plans. The charter for the Compensation and Human Capital Committee may be found in the corporate governance section of our website at ir.protectiveinsurance.com/govdocs. As set forth in the charter, the Compensation and Human Capital Committee reviews all aspects of executive compensation, establishes policies relating to the compensation of our executive officers, and evaluates the performance of our executive officers, including our named executive officers, as set forth on page 19. In addition, the Compensation and Human Capital Committee reviews, manages and administers our annual cash incentive and stock-based compensation plans. The Compensation and Human Capital Committee approves which executive officers are to receive equity awards as a portion of their compensation and their aggregate compensation, which determines the number of underlying shares and terms of the equity awards. For a more detailed description of our named executive officer compensation policies and procedures, including the role of management and the Compensation and Human Capital Committee’s compensation consultant in setting named executive officer compensation, see the Compensation Discussion and Analysis beginning on page 19.
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All current members of the Compensation and Human Capital Committee are independent as defined in both the Nasdaq and SEC rules applicable to compensation committee members.
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Nominating and Governance Committee
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Current Members:
Otto N. Frenzel IV
Steven J. Bensinger
Stuart D. Bilton
LoriAnn V. Lowery-Biggers
James A. Porcari III
Number of Meetings
in 2020:
5
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| |
The Nominating and Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance and assisting the Board in developing criteria for open Board positions and making recommendations to the Board regarding such candidates. The Nominating and Governance Committee also makes recommendations to the Board with respect to compensation of non-employee directors. The Nominating and Governance Committee has a charter, which it updated in November 2020 to include recognition of the committee’s consideration of diversity in assessing director candidates and the size and composition of the Board overall A copy of the amended charter may be found in the corporate governance section of our website at ir.protectiveinsurance.com/govdocs. In accordance with the charter, the Nominating and Governance Committee is responsible for evaluating the requisite skills and characteristics of members of the Board and, annually, recommending to the Board the nominees for election as directors.
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All current members of the Nominating and Governance Committee are independent within the meaning of the Nasdaq rules
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Risk and Finance Committee
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|||
Current Members:
Steven J. Bensinger
Stuart D. Bilton
Jeremy D Edgecliffe-
Johnson
Stephen J. Gray
David W. Michelson
John D. Nichols, Jr.
Nathan Shapiro
Robert Shapiro
Number of Meetings
in 2020:
6
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| |
The Risk and Finance Committee was formed in February 2020 with responsibility for oversight of our risk management, financial planning and investment activities. The committee is also responsible for overseeing all of our investment policies, strategies and performance.
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The Risk and Finance Committee has a charter, a copy of which may be found in the corporate governance section of our website at ir.protectiveinsurance.com/govdocs. In accordance with the charter, the Risk and Finance Committee is responsible for evaluating our enterprise risk management function, including review of our risk assessment, risk monitoring, acceptable risk tolerance levels, and cybersecurity. In addition, the Risk and Finance Committee is charged with evaluating our capital structure and approving our investment policies and execution upon those policies by management and external advisors and managers and overseeing our investment strategy and performance. The Risk and Finance Committee also makes recommendations to the Board regarding the annual financial plan and budget prepared by management.
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In February 2020, the Board determined that the former Investment Committee of the Board would be absorbed by the Risk and Finance Committee. Key responsibilities previously included in the Investment Committee charter, including administration of our stock repurchase program, setting policy with regard to the allocation, quality, risk and duration of our investment portfolio, and positioning such portfolios in the context of our overall enterprise risk management program are now included in the Risk and Finance Committee charter.
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Name
|
| |
Audit
Committee
|
| |
Compensation &
Human Capital
Committee
|
| |
Nominating &
Governance
Committee
|
| |
Risk & Finance
Committee
|
Steven J. Bensinger*
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| |
Deputy Chair
|
| |
|
| |
Member
|
| |
Chair
|
Stuart D. Bilton*
|
| |
|
| |
Member
|
| |
Member
|
| |
Deputy Chair
|
Jeremy D. Edgecliffe-Johnson
|
| |
|
| |
|
| |
|
| |
Member
|
Otto N. Frenzel IV*
|
| |
Member
|
| |
|
| |
Chair
|
| |
|
Stephen J. Gray
|
| |
|
| |
|
| |
|
| |
Member
|
LoriAnn V. Lowery-Biggers*
|
| |
|
| |
Member
|
| |
Deputy Chair
|
| |
|
David W. Michelson*
|
| |
Chair
|
| |
Deputy Chair
|
| |
|
| |
Member
|
John D. Nichols, Jr.*
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| |
|
| |
|
| |
|
| |
Member
|
James A. Porcari, III*
|
| |
|
| |
Chair
|
| |
Member
|
| |
|
Nathan Shapiro
|
| |
|
| |
|
| |
|
| |
Member
|
Robert Shapiro
|
| |
|
| |
|
| |
|
| |
Member
|
*
|
Independent Director within the meaning of applicable Nasdaq rules.
|
•
|
Chief executive officers or senior executives, particularly those with a deep understanding of insurance company operations, with investment expertise, with expertise in a specific area useful to the Corporation, or who have held senior positions in a publicly traded insurance company;
|
•
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Individuals who meet the current criteria of the SEC and Nasdaq to be considered as independent directors;
|
•
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Individuals with upstanding character, integrity, and ethical standards who fit with the culture of the current Board; and
|
•
|
Diversity with respect to gender, ethnicity, age, geographic location and experience.
|
Name
|
| |
Leadership Roles Held During 2020
|
| |
Fees Earned
or Paid in
Cash ($)
|
| |
Stock
Awards ($)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
Steven J. Bensinger
|
| |
Risk & Finance Committee Chair
|
| |
$81,250
|
| |
$60,000
|
| |
$1,477
|
| |
$142,727
|
Stuart D. Bilton
|
| |
|
| |
70,000
|
| |
60,000
|
| |
1,477
|
| |
131,477
|
Otto N. Frenzel IV
|
| |
Nominating & Governance Committee Chair
|
| |
80,000
|
| |
60,000
|
| |
1,477
|
| |
141,477
|
Stephen J. Gray
|
| |
|
| |
60,000
|
| |
60,000
|
| |
1,436
|
| |
121,436
|
LoriAnn V. Lowery-Biggers
|
| |
|
| |
60,000
|
| |
60,000
|
| |
1,477
|
| |
121,477
|
David W. Michelson
|
| |
Audit Committee Chair
|
| |
85,000
|
| |
60,000
|
| |
1,477
|
| |
146,477
|
John D. Nichols, Jr.
|
| |
Chairman of the Board
|
| |
90,000
|
| |
60,000
|
| |
16,291
|
| |
166,291
|
James A. Porcari, III
|
| |
Compensation & Human Capital Committee Chair
|
| |
80,000
|
| |
60,000
|
| |
1,477
|
| |
141,477
|
Nathan Shapiro
|
| |
|
| |
60,000
|
| |
60,000
|
| |
1,477
|
| |
121,477
|
Robert Shapiro
|
| |
|
| |
60,000
|
| |
60,000
|
| |
1,477
|
| |
121,477
|
•
|
Board meeting attendance fee of $15,000 for each regular or in-person meeting of the Board. This fee is reduced to zero in the case of non-attendance and no additional fees are paid for special meetings that are held telephonically. This fee is paid quarterly in the quarter following meeting attendance.
|
•
|
The Chairman of the Board receives an additional $5,000 per quarter.
|
•
|
The Chair of the Audit Committee receives an additional $3,750 per quarter. In February 2020, the Board approved providing the Chair of the Risk and Finance Committee with an additional $3,750 per quarter.
|
•
|
The Chair of the Nominating and Governance and Compensation and Human Capital Committees each receive an additional $2,500 per quarter.
|
•
|
Members of the Special Committee received an additional $10,000 in July 2020 in recognition of their services.
|
•
|
No additional fees are paid for committee membership or committee meetings which are held telephonically or in conjunction with a regular Board meeting. Committee members will receive $2,500 for attendance at non-telephonic committee meetings held at other times.
|
•
|
No additional fees are paid for directors serving as the Deputy Chair of a committee.
|
Name
|
| |
Title
|
Jeremy D. Edgecliffe-Johnson
|
| |
Chief Executive Officer
|
John R. Barnett
|
| |
Chief Financial Officer
|
Jeremy F. Goldstein
|
| |
Executive Vice President of Claims
|
Bahram D. Omidfar
|
| |
Chief Information Officer
|
Patrick S. Schmiedt
|
| |
Chief Underwriting Officer
|
•
|
Create compensation targeted at a level that will allow us to attract, retain, and motivate top executive talent;
|
•
|
Ensure that an appropriate relationship exists between compensation and the creation of shareholder value;
|
•
|
Align with operational results, profitable growth, and financial goals to encourage achievement of our strategic objectives;
|
•
|
Support long-term decision-making, business sustainability and, accordingly, long-term increase in shareholder value;
|
•
|
Ensure that compensation is reflective of the underwriting results achieved by members of our executive team; and
|
•
|
Include standard employee benefits available to all employees and utilize perquisites only to the extent there is a vital business rationale for doing so.
|
•
|
Base salaries are set in recognition of our efficient management structure, requiring fewer executive officers, and to ensure continued attraction and retention of executive talent.
|
•
|
Incentive opportunities are balanced to emphasize long-term equity awards so as not to encourage engaging in short-term growth opportunities at the expense of long-term profitability and long-term shareholder value.
|
•
|
Annual incentive opportunities include a significant performance-based component, both in the form of short-term annual cash incentive awards and long-term equity-based incentives.
|
•
|
Perquisites are limited to focus on cost reduction and operational efficiencies.
|
•
|
Background information regarding our operating results and financial objectives;
|
•
|
The CEO’s evaluation of the performance of the other executive officers, excluding himself; and
|
•
|
Recommendations for completed year compensation awards and future base salary and target incentive adjustments for the other executive officers, excluding himself.
|
Amerisafe, Inc.
|
| |
Kinsale Capital Group, Inc.
|
Donegal Group Inc.
|
| |
MBIA Inc.
|
Employers Holdings, Inc.
|
| |
NI Holdings, Inc.
|
FedNat Holding Company
|
| |
ProAssurance Corporation
|
Global Indemnity Group, LLC
|
| |
ProSight Global, Inc.
|
Hallmark Financial Services, Inc.
|
| |
Safety Insurance Group, Inc.
|
HCI Group, Inc.
|
| |
United Fire Group, Inc.
|
|
| |
STIP
Award
Target
|
| |
STIP
Award
Maximum
|
| |
STIP
Award
Earned
|
Mr. Edgecliffe-Johnson
|
| |
$600,000
|
| |
$750,000
|
| |
$696,000
|
Mr. Barnett
|
| |
154,000
|
| |
184,800
|
| |
167,552
|
Mr. Goldstein
|
| |
110,468
|
| |
132,561
|
| |
124,607
|
Mr. Omidfar
|
| |
110,000
|
| |
132,000
|
| |
125,680
|
Mr. Schmiedt
|
| |
98,351
|
| |
118,021
|
| |
112,645
|
|
| |
Long-Term
Equity Award
(in shares)
|
Mr. Edgecliffe-Johnson
|
| |
40,000
|
Mr. Barnett
|
| |
7,500
|
Mr. Goldstein
|
| |
6,400
|
Mr. Omidfar
|
| |
11,000
|
Mr. Schmiedt
|
| |
7,500
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus (a)
|
| |
Stock Awards (b)
|
| |
Non-Equity
Incentive
Compen-
sation (c)
|
| |
All Other
Compen-
sation (d)
|
| |
Total
|
Jeremy D. Edgecliffe-Johnson
Chief Executive Officer
|
| |
2020
|
| |
$600,000
|
| |
—
|
| |
$880,174
|
| |
$696,000
|
| |
$22,800
|
| |
$2,198,974
|
|
2019
|
| |
341,538
|
| |
350,136
|
| |
1,659,700
|
| |
—
|
| |
172,323
|
| |
2,523,698
|
||
John R. Barnett
Chief Financial Officer
|
| |
2020
|
| |
385,000
|
| |
—
|
| |
109,725
|
| |
167,552
|
| |
24,731
|
| |
687,008
|
|
2019
|
| |
81,442
|
| |
195,000
|
| |
229,118
|
| |
—
|
| |
100,000
|
| |
605,560
|
||
Jeremy F. Goldstein
Executive Vice President
|
| |
2020
|
| |
401,700
|
| |
—
|
| |
93,632
|
| |
124,607
|
| |
34,975
|
| |
654,914
|
|
2019
|
| |
401,700
|
| |
—
|
| |
272,712
|
| |
20,567
|
| |
34,575
|
| |
729,554
|
||
|
2018
|
| |
401,700
|
| |
65,000
|
| |
72,708
|
| |
—
|
| |
34,175
|
| |
573,583
|
||
Bahr D. Omidfar
Chief Information Officer
|
| |
2020
|
| |
400,000
|
| |
1,600
|
| |
160,930
|
| |
125,680
|
| |
25,729
|
| |
713,939
|
|
2019
|
| |
101,452
|
| |
111,442
|
| |
323,675
|
| |
—
|
| |
104,058
|
| |
640,627
|
||
Patrick S. Schmiedt
Chief Underwriting Officer
|
| |
2020
|
| |
357,639
|
| |
1,705
|
| |
109,725
|
| |
112,645
|
| |
33,888
|
| |
615,601
|
|
2019
|
| |
357,639
|
| |
—
|
| |
264,382
|
| |
17,882
|
| |
37,573
|
| |
677,476
|
||
|
2018
|
| |
302,961
|
| |
17,361
|
| |
44,785
|
| |
—
|
| |
37,173
|
| |
402,280
|
(a)
|
For 2020, the amount in the Bonus column for Messrs. Omidfar and Schmiedt reflects a discretionary cash bonus paid in February 2021 that was approved by the Compensation and Human Capital Committee in connection with their consideration of each NEO’s personal performance in 2020.
|
(b)
|
For 2020, the amounts shown above in the Stock Awards column represent the grant date fair value calculated in accordance with ASC Topic 718 of the one-time time-based restricted stock awards approved by the Compensation and Human Capital Committee in July 2020, as more fully described in “Compensation Discussion and Analysis – Components of Executive Compensation for 2020 – Long-Term Incentives for 2020.” In addition, for Mr. Edgecliffe-Johnson, the amount shown includes the grant date fair value of the one-time time-based restricted stock award approved by the Compensation and Human Capital Committee in March 2020, as more fully described in “Compensation Discussion and Analysis – Components of Executive Compensation for 2020 – Long-Term Incentives for 2020.”
|
(c)
|
The amounts shown above in the Non-Equity Incentive Plan Compensation column for 2020 and 2019 represent the portion of their eligible STIP awards earned based on performance during the 2020 and 2019 performance periods, respectively, and paid in February 2021 and March 2020, respectively.
|
(d)
|
All Other Compensation for 2020 includes the following:
|
|
| |
Total
|
| |
401(k) Plan
Contribution
|
| |
Dividends(1)
|
| |
Perquisites(2)
|
Jeremy D. Edgecliffe-Johnson
|
| |
$22,800
|
| |
$22,800
|
| |
—
|
| |
—
|
John R. Barnett
|
| |
24,731
|
| |
22,800
|
| |
$1,931
|
| |
—
|
Jeremy F. Goldstein
|
| |
34,975
|
| |
22,800
|
| |
—
|
| |
12,175
|
Bahr D. Omidfar
|
| |
25,729
|
| |
22,800
|
| |
2,929
|
| |
—
|
Patrick S. Schmiedt
|
| |
33,888
|
| |
22,800
|
| |
—
|
| |
11,088
|
(1)
|
Represents dividends accrued on restricted shares prior to vesting and which were paid to certain NEOs in December 2020 upon the vesting of the subject shares.
|
(2)
|
Consists of the total vehicle allowance paid to certain NEOs.
|
|
| |
Type of
Award(a)
|
| |
Grant Date(b)
|
| |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
|
| |
Closing
Stock Price
on Grant
Date
($/SH)
|
| |
Grant Date
FV of
Stock and
Option
Awards
|
||||||
Name
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| ||||||||||||||
Jeremy D. Edgecliffe-Johnson
|
| |
STIP
|
| |
2/12/2020
|
| |
—
|
| |
$600,000
|
| |
$750,000
|
| |
|
| |
|
| |
|
|
Other (c)
|
| |
3/6/2020
|
| |
|
| |
|
| |
|
| |
20,729
|
| |
$14.23
|
| |
$294,974
|
||
|
Other (d)
|
| |
7/6/2020
|
| |
|
| |
|
| |
|
| |
40,000
|
| |
14.63
|
| |
585,200
|
||
John R. Barnett
|
| |
STIP
|
| |
2/12/2020
|
| |
—
|
| |
154,000
|
| |
184,800
|
| |
|
| |
|
| |
|
|
Other (d)
|
| |
7/6/2020
|
| |
|
| |
|
| |
|
| |
7,500
|
| |
14.63
|
| |
109,725
|
||
Jeremy F. Goldstein
|
| |
STIP
|
| |
2/12/2020
|
| |
—
|
| |
110,468
|
| |
132,561
|
| |
|
| |
|
| |
|
|
Other (d)
|
| |
7/6/2020
|
| |
|
| |
|
| |
|
| |
6,400
|
| |
14.63
|
| |
93,632
|
||
Bahr D. Omidfar
|
| |
STIP
|
| |
2/12/2020
|
| |
—
|
| |
110,000
|
| |
132,000
|
| |
|
| |
|
| |
|
|
Other (d)
|
| |
7/6/2020
|
| |
|
| |
|
| |
|
| |
11,000
|
| |
14.63
|
| |
160,930
|
||
Patrick S. Schmiedt
|
| |
STIP
|
| |
2/12/2020
|
| |
—
|
| |
98,351
|
| |
118,021
|
| |
|
| |
|
| |
|
|
Other (d)
|
| |
7/6/2020
|
| |
|
| |
|
| |
|
| |
7,500
|
| |
14.63
|
| |
109,725
|
(a)
|
As described in “Compensation Discussion and Analysis – Components of Executive Compensation for 2020 – Annual Incentives for 2020,” the Compensation and Human Capital Committee approved STIP awards, which are annual cash incentive awards, and one-time time-based equity awards granted under the Long-Term Plan.
|
(b)
|
For STIP awards, represents that date on which the applicable target and maximum payouts for each NEO’s awards were established.
|
(c)
|
Reflects the one-time, time-based restricted stock award granted to Mr. Edgecliffe-Johnson in March 2020, as described in “Compensation Discussion and Analysis – Components of Executive Compensation - Long-Term Incentives for 2020.”
|
(d)
|
Reflects the one-time time-based restricted stock awards granted to each NEO in July 2020 as described in “Compensation Discussion and Analysis – Components of Executive Compensation - Long-Term Incentives for 2020.”
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares
Acquired on
Exercise (#)
|
| |
Value
Realized
Upon
Exercise ($)
|
| |
Number of
Shares
Acquired on
Vesting (#)
|
| |
Value
Realized
Upon
Vesting ($)
|
Jeremy D. Edgecliffe-Johnson
|
| |
0
|
| |
$0
|
| |
0
|
| |
$0
|
John R. Barnett(a)
|
| |
0
|
| |
0
|
| |
4,828
|
| |
66,192
|
Jeremy F. Goldstein
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
Bahr D. Omidfar(b)
|
| |
0
|
| |
0
|
| |
7,322
|
| |
100,385
|
Patrick S. Schmiedt
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
(a)
|
Represents shares of restricted stock granted to Mr. Barnett in October 2019 in connection with his appointment as CFO, which shares vested on December 31, 2020.
|
(b)
|
Represents shares of restricted stock granted to Mr. Omidfar in September 2019 in connection with his appointment as CIO, which shares vested on December 31, 2020.
|
|
| |
Stock Awards
|
|||||||||
|
| |
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
|
| |
Market Value
of Shares or
Units of Stock
that Have Not
Vested ($) (a)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
| |
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested ($)
|
Jeremy D. Edgecliffe-Johnson(b)
|
| |
138,111
|
| |
$1,893,502
|
| |
n/a
|
| |
n/a
|
John R. Barnett(c)
|
| |
15,152
|
| |
207,734
|
| |
n/a
|
| |
n/a
|
Jeremy F. Goldstein(d)
|
| |
18,769
|
| |
257,323
|
| |
n/a
|
| |
n/a
|
Bahram D. Omidfar(e)
|
| |
22,315
|
| |
305,939
|
| |
n/a
|
| |
n/a
|
Patrick S. Schmiedt(f)
|
| |
19,869
|
| |
272,404
|
| |
n/a
|
| |
n/a
|
(a)
|
Valued using the closing price of the Corporation’s Class B common stock on December 31, 2020 of $13.71.
|
(b)
|
For Mr. Edgecliffe-Johnson, the table represents (i) 70,000 unvested shares granted on May 22, 2019, which, subject to the terms of his employment agreement, will vest according to the following schedule: 35,000 shares will vest as of June 1, 2022; 21,000 shares will vest as of June 1, 2023; and 14,000 shares will vest as of June 1, 2024; (ii) 28,111 unvested shares granted on March 6, 2020 under the 2019 LTIP award, of which one third of such shares will vest annually over three years beginning one year from the date of grant; and (iii) 40,000 unvested shares granted on July 6, 2020, which shares will vest on July 1, 2023.
|
(c)
|
For Mr. Barnett, represents (i) 7,242 unvested shares granted on October 4, 2019, of which, subject to the terms of his employment agreement, 3,621 shares will vest as of December 31, 2021 and 3,621 will vest as of December 31, 2022; (ii) 410 unvested shares granted on March 6, 2020 under the 2019 LTIP award, of which one third of such shares will vest annually over three years beginning one year from the date of grant; and (iii) 7,500 unvested shares granted on July 6, 2020, which shares will vest on July 1, 2023.
|
(d)
|
For Mr. Goldstein, represents 12,369 unvested shares granted on November 12, 2019, which will vest on January 1, 2023, and 6,400 unvested shares granted on July 6, 2020, which shares will vest on July 1, 2023.
|
(e)
|
Form Mr. Omidfar, represents (i) 10,982 unvested shares granted on September 16, 2019, of which, subject to the terms of his employment agreement, 5,491 shares will vest as of December 31, 2021 and 5,491 shares will vest as of December 31, 2022; (ii) 333 unvested shares granted on March 6, 2020 under the 2019 LTIP award, of which one third of such shares will vest annually over three years beginning one year from the date of grant; and (iii) 11,000 unvested shares granted on July 6, 2020, which shares will vest on July 1, 2023.
|
(f)
|
For Mr. Schmiedt, represents 12,369 unvested shares granted on November 12, 2019, which will vest on January 1, 2023, and 7,500 unvested shares granted on July 6, 2020, which shares will vest on July 1, 2023.
|
|
| |
(1)
|
| |
(2)
|
| |
(3)
|
Plan Category
|
| |
Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights (#)
|
| |
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ($)
|
| |
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
[excluding Securities
reflected in column
(1)] (#)
|
Equity compensation plans approved by security holders(a)
|
| |
0(b)
|
| |
—
|
| |
486,258(c)
|
Equity compensation plans not approved by security holders(d)
|
| |
0
|
| |
—
|
| |
0
|
Total
|
| |
0
|
| |
—
|
| |
486,258
|
(a)
|
Includes the Long-Term Plan.
|
(b)
|
We had 339,592 shares of unvested restricted stock outstanding as of December 31, 2020, which are not included in column (1).
|
(c)
|
Includes 486,258 shares available for future issuance under the Long-Term Plan.
|
(d)
|
We do not maintain any equity compensation plans that have not been approved by our shareholders.
|
|
| |
Cash Payment
|
| |
STIP Award for
Year of
Termination(1)
|
| |
Acceleration or
Continuation
of Equity Awards(2)
|
| |
Medical, Dental
and Vision
Coverage(3)
|
| |
Total Post-
Termination
Payment & Benefit
Value
|
Jeremy D. Edgecliffe-Johnson
|
| |
|
| |
|
| |
|
| |
|
| |
|
Corporation initiated (not for cause) termination in anticipation of or following a change in control or good reason termination by employee following a change in control(4)
|
| |
$2,700,000
|
| |
$0
|
| |
$1,893,502
|
| |
$22,994
|
| |
$4,616,496
|
Corporation initiated (not for cause) or good reason termination by employee(4)
|
| |
$1,200,000
|
| |
$600,000
|
| |
$1,893,502
|
| |
$22,994
|
| |
$3,716,496
|
Retirement(5)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Resignation
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Death(4)
|
| |
$0
|
| |
$600,000
|
| |
$1,893,502
|
| |
$0
|
| |
$2,493,502
|
Disability(4)
|
| |
$0
|
| |
$600,000
|
| |
$1,893,502
|
| |
$0
|
| |
$2,493,502
|
For cause
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
John R. Barnett
|
| |
|
| |
|
| |
|
| |
|
| |
|
Corporation initiated (not for cause) termination in anticipation of or following a change in control or good reason termination by employee following a change in control (6)
|
| |
$539,000
|
| |
$0
|
| |
$207,734
|
| |
$26,238
|
| |
$772,971
|
Corporation initiated (not for cause) or good reason termination by employee(6)
|
| |
$539,000
|
| |
$0
|
| |
$207,734
|
| |
$26,238
|
| |
$772,971
|
Retirement(5)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Resignation
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Death(6)
|
| |
$0
|
| |
$0
|
| |
$207,734
|
| |
$0
|
| |
$207,734
|
Disability(6)
|
| |
$0
|
| |
$0
|
| |
$207,734
|
| |
$0
|
| |
$207,734
|
For cause
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Jeremy F. Goldstein
|
| |
|
| |
|
| |
|
| |
|
| |
|
Corporation initiated (not for cause) following a change in control(7)
|
| |
$913,868
|
| |
$0
|
| |
$257,323
|
| |
$26,238
|
| |
$1,197,429
|
Good reason termination by employee following a change in control(7)
|
| |
$913,868
|
| |
$0
|
| |
$87,744
|
| |
$26,238
|
| |
$1,027,850
|
Corporation initiated (not for cause)(7)
|
| |
$913,868
|
| |
$0
|
| |
$87,744
|
| |
$26,238
|
| |
$1,027,850
|
Good reason termination by employee(7)
|
| |
$913,868
|
| |
$0
|
| |
$0
|
| |
$26,238
|
| |
$940,106
|
Retirement(5)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Resignation
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Death(7)
|
| |
$0
|
| |
$0
|
| |
$257,323
|
| |
$0
|
| |
$257,323
|
Disability(7)
|
| |
$0
|
| |
$0
|
| |
$257,323
|
| |
$0
|
| |
$257,323
|
For cause or dishonest activities, fraud, gross neglect of duties or misconduct
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Bahr D. Omidfar
|
| |
|
| |
|
| |
|
| |
|
| |
|
Corporation initiated (not for cause) termination in anticipation of or following a change in control or good reason termination by employee following a change in control (6)
|
| |
$510,000
|
| |
$0
|
| |
$305,939
|
| |
$26,238
|
| |
$842,176
|
Corporation initiated (not for cause) or good reason termination by employee(6)
|
| |
$510,000
|
| |
$0
|
| |
$305,939
|
| |
$26,238
|
| |
$842,176
|
Retirement(5)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Resignation
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Death(6)
|
| |
$0
|
| |
$0
|
| |
$305,939
|
| |
$0
|
| |
$305,939
|
Disability(6)
|
| |
$0
|
| |
$0
|
| |
$305,939
|
| |
$0
|
| |
$305,939
|
For cause
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
|
| |
Cash Payment
|
| |
STIP Award for
Year of
Termination(1)
|
| |
Acceleration or
Continuation
of Equity Awards(2)
|
| |
Medical, Dental
and Vision
Coverage(3)
|
| |
Total Post-
Termination
Payment & Benefit
Value
|
Patrick S. Schmiedt
|
| |
|
| |
|
| |
|
| |
|
| |
|
Corporation initiated (not for cause) following a change in control(7)
|
| |
$813,629
|
| |
$0
|
| |
$272,404
|
| |
$8,530
|
| |
$1,094,563
|
Good reason termination by employee following a change in control(7)
|
| |
$813,629
|
| |
$0
|
| |
$102,825
|
| |
$8,530
|
| |
$924,984
|
Corporation initiated (not for cause)(7)
|
| |
$813,629
|
| |
$0
|
| |
$102,825
|
| |
$8,530
|
| |
$924,984
|
Good reason termination by employee(7)
|
| |
$813,629
|
| |
$0
|
| |
$0
|
| |
$8,530
|
| |
$822,159
|
Retirement(5)
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Resignation
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
Death(7)
|
| |
$0
|
| |
$0
|
| |
$272,404
|
| |
$0
|
| |
$272,404
|
Disability(7)
|
| |
$0
|
| |
$0
|
| |
$272,404
|
| |
$0
|
| |
$272,404
|
For cause or dishonest activities, fraud, gross neglect of duties or misconduct
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
| |
$0
|
(1)
|
For all NEOs, if employment is terminated for any reason, including due to death or disability or in connection with a change in control, during a performance period, the NEO will be paid a pro-rated award under the STIP only if required under the terms of a written agreement between us and the NEO.
|
(2)
|
Represents the value of the unvested equity awards granted under the Long-Term Plan held by the NEO that would vest or continue to vest upon the indicated termination, calculated by multiplying the number of shares that would vest or continue to vest by $13.71, the closing price of our Class B common stock on December 31, 2020.
|
(3)
|
Estimate based on the average cost per employee to the Corporation for these coverages.
|
(4)
|
Represents the amounts payable to Mr. Edgecliffe-Johnson under his employment agreement. For termination by us other than for cause or if he resigns for good reason, this amount includes (i) a cash payment equal to his annual base salary in effect at the time of termination plus his target STIP and LTIP awards in effect upon his separation from the Corporation, (ii) a pro-rated share of both his target STIP and LTIP awards for the year in which termination occurs, (iii) the vesting of any unvested equity awards, and (iv) the reimbursement of his costs associated with the continuation of health and welfare benefits for a period of up to 12 months. For termination by us other than for cause in anticipation of a change in control, or by us other than for cause or if he resigns for good reason following a change in control, this amount includes (a) a lump sum cash payment equal to the sum of (I) two times his annual base salary in effect at the time of the termination, plus (II) his target STIP and LTIP awards in effect upon his separation from the Corporation, (b) the vesting of any unvested equity awards, and (c) the reimbursement of his costs associated with the continuation of health and welfare benefits for a period of up to 12 months. For purposes of the calculation of such cash payment only, his target LTIP will be deemed to equal $900,000.
|
(5)
|
None of the NEOs meet the criteria for retirement under the Long-Term Plan.
|
(6)
|
Includes the following amounts payable to each of Mr. Barnett and Mr. Omidfar under his respective Non-Compete, Severance & Confidentiality Agreement if he is terminated by us other than for cause, if he resigns for good reason, or if his employment is terminated by us without cause and in anticipation of a change in control or by either us or by him on or before the 24-month anniversary of a change in control: (i) a cash payment equal to his annual base salary in effect at the time of termination plus his target STIP and LTIP awards applicable to the year in which the termination occurs, (ii) the vesting of any unvested equity awards, and (iii) the reimbursement of his costs associated with the continuation of health and welfare benefits for a period of up to 12 months.
|
(7)
|
Includes the following amounts payable to each of Mr. Goldstein and Mr. Schmiedt under his respective confidentiality, non-competition and non-solicitation agreement if he is terminated by us other than for dishonest activities, fraud, gross neglect of duty or misconduct or if he resigns for good reason (which includes termination of employment on or before the two-year anniversary of a change in control): (i) 24 months of his base salary, (ii) his holiday bonus for two years, (iii) an award equal to his target annual incentive bonus, including the STIP and the LTIP award, for the year in which the separation occurs, and (iv) all costs associated with the continuation of his medical, dental and vision benefits under COBRA for 12 months, which amounts would be paid over 24 months in accordance with our regular payroll practices. These amounts also include, in the case where the NEO’s employment is terminated by us other than for cause on or before the first anniversary of a change in control, the value of the unvested restricted stock granted to such NEO in November 2019 and July 2020 under the terms of the applicable award agreement, and, in the case where the NEO’s employment is terminated by us without cause or he resigns for good reason following a change in control, the value of the unvested restricted stock granted to such NEO in July 2020 under the terms of the applicable award agreement.
|
(a)
|
The annual total compensation for our median employee for 2020 was $64,153.
|
(b)
|
The annual total compensation of Mr. Edgecliffe-Johnson, as reported in the Summary Compensation Table included elsewhere within this Proxy Statement was $2,198,974.
|
(c)
|
Based on this information, for 2020 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 34 to 1.
|
(a)
|
We determined that, as of December 31, 2020, our employee population consisted of approximately 484 individuals. This population consisted of our full-time, part-time, and temporary employees.
|
(b)
|
We used a consistently applied compensation measure to identify our median employee by comparing the amount of gross earnings paid in 2020. We identified our median employee by consistently applying this compensation measure to all of our employees included in the analysis. For individuals hired after January 1, 2020 that were included in the employee population, we calculated these compensation elements on an annualized basis. We did not make any cost of living adjustments in identifying the median employee.
|
(c)
|
After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2020 year in accordance with the requirements of Item 402(c)(2)(x) of
|
Name and Address of Beneficial Owner
|
| |
Number of Class A
Shares and
Nature of
Beneficial
Ownership(a)
|
| |
Percent of Class A
Shares
|
Nathan Shapiro Family Interests
(in the aggregate)(b)
799 Central Avenue
Highland Park, Illinois 60035
|
| |
535,904
|
| |
20.6%
|
Steven A. Shapiro(c)
|
| |
317,916
|
| |
12.2%
|
Daniel Shapiro(d)
|
| |
295,608
|
| |
11.4%
|
Lesley Beider Stillman
|
| |
274,166
|
| |
10.5%
|
Randy Shapiro
|
| |
274,166
|
| |
10.5%
|
Nathan Shapiro(e)
|
| |
217,921
|
| |
8.4%
|
Richard Horwood(f)
500 West Madison, Suite 3700
Chicago, Illinois 60661
|
| |
255,220
|
| |
9.8%
|
Stephen J. Gray(g)
100 N. Collier Blvd., #1004
Marco Island, Florida 34145
|
| |
253,556
|
| |
9.7%
|
Robert Shapiro(h)
290 Beeline Drive
Bensenville, Illinois 60106
|
| |
236,462
|
| |
9.1%
|
Wells Fargo & Company(I)
420 Montgomery Street
San Francisco, California 64163
|
| |
139,933
|
| |
5.4%
|
(a)
|
Shares as to which the beneficial owner has, or may be deemed to have, sole voting and investment powers as to Class A shares, except as otherwise noted.
|
(b)
|
Information with respect to the Nathan Shapiro Family Interests was obtained from Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on February 16, 2021 by the reporting persons named therein (the “Shapiro Schedule 13D/A”). The amount shown for the Nathan Shapiro Family Interests, in the aggregate, includes shares beneficially owned by Nathan Shapiro, Randy Shapiro, who is Nathan Shapiro’s spouse, and Steven Shapiro, Daniel Shapiro, and Lesley Beider Stillman, who are Nathan Shapiro’s children. The Class A shares reported as beneficially owned by the Nathan Shapiro Family Interests, in the aggregate, include:
|
(i)
|
274,166 Class A shares (10.5%) held by the Nathan Shapiro Revocable Trust Dated 10/7/87. Randy Shapiro, Steven A. Shapiro, Daniel Shapiro and Lesley Beider Stillman serve as co-trustees of the Nathan Shapiro Revocable Trust Dated 10/7/87 and therefore share voting and dispositive power over such Class A shares.
|
(ii)
|
173,062 Class A shares (6.6%) held by NS (Florida) Associates Inc., a corporation of which Nathan Shapiro is the sole Director and President.
|
(iii)
|
44,859 Class A shares held by New Horizon (Florida) Enterprises Inc., a corporation of which Nathan Shapiro is the sole Director, President and Secretary.
|
(iv)
|
21,375 Class A shares held by Illinois Diversified Company, LLC. Steven A. Shapiro and Daniel Shapiro are the managers of Illinois Diversified Company, LLC and, therefore, share voting and dispositive power over such Class A shares.
|
(v)
|
22,335 Class A shares held directly by Steven A. Shapiro.
|
(vi)
|
37 Class A shares held directly by Daniel Shapiro.
|
(vii)
|
30 Class A shares held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL.
|
(viii)
|
30 Class A shares held by Steven A. Shapiro C/F Jackson Henry Shapiro UGTMA/IL.
|
(ix)
|
10 Class A shares held by Steven A. Shapiro C/F Jordyn Reese Shapiro UTMA/IL.
|
(c)
|
Information with respect to the Class A shares beneficially owned by Steven A. Shapiro was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Steven A. Shapiro include:
|
(i)
|
22,335 Class A shares held directly by Steven A. Shapiro.
|
(ii)
|
274,166 Class A shares held by the Nathan Shapiro Revocable Trust Dated 10/7/87, of which Steven Shapiro is a co-trustee.
|
(iii)
|
21,375 Class A shares held by Illinois Diversified Company, LLC, of which Steven Shapiro is a co-manager.
|
(iv)
|
30 Class A shares held by Steven A. Shapiro C/F Jackson Henry Shapiro UGTMA/IL.
|
(v)
|
10 Class A shares held by Steven A. Shapiro C/F Jordyn Reese Shapiro UTMA/IL.
|
(d)
|
Information with respect to the Class A shares beneficially owned by Daniel Shapiro was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Daniel Shapiro include:
|
(i)
|
37 Class A shares held directly by Daniel Shapiro.
|
(ii)
|
274,166 Class A shares held by the Nathan Shapiro Revocable Trust Dated 10/7/87, of which Daniel Shapiro is a co-trustee.
|
(iii)
|
21,375 Class A shares held by Illinois Diversified Company, LLC, of which Daniel Shapiro is a co-manager.
|
(iv)
|
30 Class A shares held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL.
|
(e)
|
Information with respect to the Class A shares beneficially owned by Nathan Shapiro was obtained from the Shapiro Schedule 13D/A, and additional information was provided by Nathan Shapiro. The Class A shares reported as beneficially owned by Nathan Shapiro include:
|
(i)
|
173,062 Class A shares held by NS (Florida) Associates Inc., a corporation of which Nathan Shapiro is the sole Director and President.
|
(ii)
|
44,859 Class A shares held by New Horizon (Florida) Enterprises Inc., a corporation of which Nathan Shapiro is the sole Director, President and Secretary.
|
(f)
|
Information with respect to the Class A shares beneficially owned by Richard Horwood was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Richard Horwood include:
|
(i)
|
7,500 Class A shares held by Norton Shapiro Family LLC. Mr. Horwood has sole voting and dispositive power over such shares in his capacity as the sole trustee of NS Family Trust #1, which is the sole manager of Norton Shapiro Family LLC.
|
(ii)
|
3,277 Class A shares held by the Norton Shapiro Revocable Trust. Mr. Horwood has sole voting and dispositive power over such shares as the sole trustee of the trust.
|
(iii)
|
128,424 Class A shares held by NSF Investment Partnership. NSF Investment Partnership is economically beneficially owned by 22 trusts, the economic beneficiaries of which are various members of Norton Shapiro’s family. Mr. Horwood is the sole trustee of each of these trusts and, thus, has sole voting and dispositive power over the shares held by NSF Investment Partnership.
|
(iv)
|
116,019 Class A shares held by the Norton Shapiro 2008 Trust. Cheryl Kreiter and Richard Horwood are the co-trustees of the Norton Shapiro 2008 Trust and have shared voting and dispositive power over such shares.
|
(g)
|
Information with respect to the Class A shares beneficially owned by Stephen Gray was obtained from the Shapiro Schedule 13D/A, and additional information was provided by Stephen Gray. The Class A shares reported as beneficially owned by Stephen Gray include:
|
(i)
|
128,410 Class A shares held by the Shapiro Family Investment Partnership–Nathan Share. The Shapiro Family Investment Partnership–Nathan Share is economically beneficially owned by 26 trusts, the economic beneficiaries of which are various members of Nathan Shapiro’s family. Mr. Gray is the sole trustee of each of these trusts and, thus, has sole voting and dispositive power over the shares held by the Shapiro Family Investment Partnership–Nathan Share.
|
(ii)
|
125,146 Class A shares held by the Shapiro Family Investment Partnership–Robert Share. The Shapiro Family Investment Partnership–Robert Share is economically beneficially owned by 28 trusts, the economic beneficiaries of which are various members of Robert Shapiro’s family. Mr. Gray is the sole trustee for 18 of these trusts, and as trustee over the majority of the shares, has sole voting and dispositive power over the shares held by the Shapiro Family Investment Partnership–Robert Share.
|
(h)
|
Information with respect to the Class A shares beneficially owned by Robert Shapiro was obtained from Amendment No. 13 to Schedule 13D dated December 23, 1986, and Forms 4 and 5 as filed by him with the Securities and Exchange Commission and delivered to us, and additional information was provided by Robert Shapiro. The Class A shares reported as beneficially owned by Robert Shapiro include:
|
(i)
|
116,559 Class A shares held directly by Robert Shapiro.
|
(ii)
|
116,019 Class A shares held by Robert & Gwendolyn Shapiro Family LLC, for which Robert Shapiro is the managing member.
|
(iii)
|
3,884 Class A shares held by Emlin Cosmetics, Inc., an Illinois corporation, over which Robert Shapiro has voting and investment power.
|
(i)
|
This information is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2021. Wells Fargo & Company, a parent holding company or control person, has sole voting and dispositive power as to 9 Class A shares and, together with its subsidiary Wells Fargo Clearing Services, LLC, a registered broker dealer, has shared dispositive power as to 139,923 Class A shares.
|
|
| |
Class A Shares
|
| |
Class B Shares
|
||||||
Name of Beneficial Owner or Identity of Group
|
| |
Number(1)
|
| |
Percent(2)
|
| |
Number(1)
|
| |
Percent(2)
|
John R. Barnett
|
| |
0
|
| |
0
|
| |
18,944
|
| |
*
|
Steven J. Bensinger
|
| |
0
|
| |
0
|
| |
16,557
|
| |
*
|
Stuart D. Bilton
|
| |
0
|
| |
0
|
| |
58,196
|
| |
*
|
Jeremy D. Edgecliffe-Johnson
|
| |
0
|
| |
0
|
| |
162,937
|
| |
1.41%
|
Otto N. Frenzel, IV
|
| |
3,132
|
| |
*
|
| |
37,030
|
| |
*
|
Jeremy F. Goldstein
|
| |
0
|
| |
0
|
| |
18,769
|
| |
*
|
Stephen J. Gray(3)
|
| |
253,556
|
| |
9.74%
|
| |
920,037
|
| |
7.96%
|
LoriAnn V. Lowery-Biggers
|
| |
0
|
| |
0
|
| |
10,906
|
| |
*
|
David W. Michelson
|
| |
0
|
| |
0
|
| |
18,049
|
| |
*
|
John D. Nichols, Jr.
|
| |
0
|
| |
0
|
| |
104,553
|
| |
*
|
Bahram D. Omidfar
|
| |
0
|
| |
0
|
| |
26,707
|
| |
*
|
James A. Porcari, III
|
| |
0
|
| |
0
|
| |
11,558
|
| |
*
|
Nathan Shapiro(4)
|
| |
217,921
|
| |
8.37%
|
| |
468,750
|
| |
4.06%
|
Robert Shapiro(5)
|
| |
236,462
|
| |
9.08%
|
| |
213,517
|
| |
1.85%
|
Patrick S. Schmiedt
|
| |
40
|
| |
*
|
| |
20,559
|
| |
*
|
All current directors and executive officers(6)
|
| |
711,111
|
| |
27.32%
|
| |
2,107,069
|
| |
18.24%
|
(1)
|
Unless otherwise indicated, shares disclosed are those as to which the beneficial owner has sole voting and investment power with respect to Class A shares or sole investment power with respect to Class B shares and includes shares of unvested restricted stock and the beneficial interests of spouses and minor children who share the same residence as the named individual.
|
(2)
|
Percentages calculated based upon a total of 2,603,350 Class A shares and 11,552,801 Class B shares issued and outstanding, excluding from outstanding Class B shares for such purpose 329,974 restricted shares not yet vested, that were issued and outstanding as of March 23, 2021. Ownership percentages marked as * represent less than 1% of the Class A shares or Class B shares, as applicable.
|
(3)
|
See “Beneficial Owners of More than 5% of the Class A Common Stock” for additional information on Class A shares. The Class B shares reported in the above table for Stephen Gray include (i) 7,813 Class B shares held directly by Stephen Gray, (ii) 462,640 Class B shares held by the Shapiro Family Investment Partnership – Nathan Share, and (iii) 449,584 Class B shares held by the Shapiro Family Investment Partnership – Robert Share.
|
(4)
|
See “Beneficial Owners of More than 5% of the Class A Common Stock” for additional information on Class A shares. The Class B shares reported in the above table for Nathan Shapiro include (i) 453,750 Class B shares held by NS (Florida) Associates Inc. and (ii) 15,000 Class B shares held directly by Nathan Shapiro.
|
(5)
|
See “Beneficial Owners of More than 5% of the Class A Common Stock” for additional information on Class A shares. The Class B shares reported in the above table for Robert Shapiro include (i) 118,524 Class B shares held by the Robert & Gwendolyn Shapiro Family LLC and (ii) 90,771 Class B shares held directly by Robert Shapiro.
|
(6)
|
Total ownership by our current executive officers and Directors as a group equals 19.91% of the aggregate of all Class A and Class B shares outstanding as of March 23, 2021.
|
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