10, 2021
Stockholders
15, 2021
10, 2021.
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Stockholders15, 2021.
Please be advised that, we are monitoring developments regarding the coronavirus, or COVID-19, and preparing in the event any changes for our Annual Meeting are necessary or appropriate. If we decide to make any change, such as to the date or location, or to hold the meeting solely by remote communication, we will announce the change in advance and post details, including instructions on how shareholders can participate, on our website at www.sagacommunications.com, and file them with the SEC. We also recommend that you visit our website to confirm the status of the Annual Meeting before planning to attend in person.
election of directors and will therefore have no effect on the outcome. With respect to ProposalsProposal 2 and Proposal 3, stockholdersshareholders may vote in favor of or against the proposal, or abstain from voting. The affirmative vote of a majority of the votes cast by holders of Class A Common Stock and Class B Common Stock, voting together, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, is required for the adoption of Proposal 2 and Proposal 3. Abstentions on Proposals 2 will be treated as votes cast and 3.
therefore have the same effect as a vote against the proposals.
| | | Number of Shares | | | Percent of Class | | ||||||||||||||||||
Name | | | Class A | | | Class B | | | Class A | | | Class B | | ||||||||||||
Catherine A. Bobinski | | | | | 14,551(1)(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Clarke R. Brown, Jr. | | | | | 5,884(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Samuel D. Bush | | | | | 25,119(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Edward K. Christian | | | | | 3,155(3) | | | | | | 937,641(4) | | | | | | * | | | | | | 100.0% | | |
Timothy J. Clarke | | | | | 3,657(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Roy F. Coppedge III | | | | | 3,878(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Christopher S. Forgy | | | | | 5,638(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Warren S. Lada | | | | | 21,364(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Marcia K. Lobaito(5) | | | | | 16,915(2)(3)(6) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
G. Dean Pearce | | | | | 1,168(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Gary G. Stevens | | | | | 10,811(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Michael J. Bergner | | | | | 0 | | | | | | 0 | | | | | | * | | | | | | n/a | | |
All directors, nominees and executive officers as a group (12 persons) | | | | | 112,140(7) | | | | | | 937,641(4) | | | | | | 2.2% | | | | | | 100.0% | | |
TowerView LLC | | | | | 1,161,800(8) | | | | | | 0 | | | | | | 23.0% | | | | | | n/a | | |
T. Rowe Price Associates, Inc. | | | | | 557,967(9) | | | | | | 0 | | | | | | 11.1% | | | | | | n/a | | |
FMR LLC | | | | | 525,385(10) | | | | | | 0 | | | | | | 10.4% | | | | | | n/a | | |
Dimensional Fund Advisors LP | | | | | 411,627(11) | | | | | | 0 | | | | | | 8.2% | | | | | | n/a | | |
BlackRock, Inc. | | | | | 320,154(12) | | | | | | 0 | | | | | | 6.4% | | | | | | n/a | | |
Kennedy Capital Management, Inc. | | | | | 416,565(13) | | | | | | 0 | | | | | | 8.3% | | | | | | n/a | | |
Number of Shares | Percent of Class | |||||||||||||||
Name | Class A | Class B | Class A | Class B | ||||||||||||
Catherine A. Bobinski | 12,153 | (1)(2)(3) | 0 | * | n/a | |||||||||||
Clarke R. Brown, Jr. | 4,871 | (2) | 0 | * | n/a | |||||||||||
Samuel D. Bush | 20,034 | (2)(3) | 0 | * | n/a | |||||||||||
Edward K. Christian | 3,032 | (3) | 898,633 | (4) | * | 100.0% | ||||||||||
Timothy J. Clarke | 2,361 | (2) | 0 | * | n/a | |||||||||||
Roy F. Coppedge III | 2,865 | (2) | 0 | * | n/a | |||||||||||
Warren S. Lada | 24,039 | (2)(3) | 0 | * | n/a | |||||||||||
Marcia K. Lobaito | 14,258 | (2)(3)(5) | 0 | * | n/a | |||||||||||
G. Dean Pearce | 155 | (2) | 0 | * | n/a | |||||||||||
Gary G. Stevens | 8,769 | (2) | 0 | * | n/a | |||||||||||
All directors, nominees and executive officers as a group (11 persons) | 92,537 | (6) | 898,633 | (4) | 1.8% | 100.0% | ||||||||||
TowerView LLC | 1,161,936 | (7) | 0 | 23.0% | n/a | |||||||||||
T. Rowe Price Associates, Inc. | 689,201 | (8) | 0 | 13.7% | n/a | |||||||||||
Royce & Associates, LP | 602,259 | (9) | 0 | 11.9% | n/a | |||||||||||
FMR LLC | 523,556 | (10) | 0 | 10.4% | n/a | |||||||||||
Dimensional Fund Advisors LP | 422,039 | (11) | 0 | 8.4% | n/a | |||||||||||
BlackRock, Inc. | 283,006 | (12) | 0 | 5.6% | n/a |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | | | ||
Directors to be elected by holders of Class A Common Stock: | | | | | | | | |||
Roy F. Coppedge III, | | | Senior Advisor, BV Investment Partners (formerly Boston Ventures Management) from 2012 to 2017. From 1983 to 2012, Mr. Coppedge was Managing Director of BV Investment Partners. | |||||||
We believe that Mr. Coppedge’s qualifications to sit on our Board include his more than twenty-five years in the private equity investment industry, primarily at a firm that has made investments in seventy-eight private companies that have operated in the specific industries: media, communications, broadcasting, entertainment, and information and business services. | | | June 2013 | | | |||||
| | President and | | — | | | ||||
| | | We believe that Mr. | | | | | |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | | | ||
Directors to be elected by holders of Class A and Class B Common Stock, voting together: | | | | | | | | |||
Edward K. Christian, | | | President, CEO and Chairman of Saga Communications, Inc. and its predecessor since 1986. | | | March 1992 | | | ||
| | | We believe that Mr. Christian’s qualifications to sit on our Board include his more than | | ||||||
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Gary G. Stevens, | | | Managing Director, Gary Stevens & Co. (a media broker) since 1988. From 1977 to 1985, Mr. Stevens was Chief Executive Officer of the broadcast division of Doubleday & Co. From 1986 to 1988, Mr. Stevens was a Managing Director of the then Wall Street investment firm of Wertheim, Schroder & Co. | |||||||
We believe that Mr. Stevens’ qualifications to sit on our Board include his more than fifty years in the broadcast industry, including eight as chief executive officer of a major broadcast group. In addition, his experience as a managing director of an investment firm and his knowledge of capital and finance are of significant value to the Company. | | | July 1995 | | | |||||
Clarke R. Brown, Jr., | | | Retired; President of Jefferson-Pilot Communications Company from 1991 to June 2005. | |||||||
We believe that Mr. Brown’s qualifications to sit on our Board include his thirty-eight years in the broadcast industry, including fourteen years as President of the radio division of a then-public company. | | | July 2004 | | | |||||
Warren S. Lada, 66 | | | Retired; Chief Operating Officer of the Company from March 2016 to June 30, 2018. Mr. Lada began his broadcast career in 1976 and served in various capacities for several broadcast companies before joining Saga in 1991. He initially served as General Manager of WAQY, Rock 102 in Springfield, MA and Regional Vice President for Saga Communications of New England. Mr. Lada held several positions during his twenty-seven years with the Company. We believe that Mr. Lada’s qualifications to sit on our Board include his twenty-seven years in the broadcast industry working for the Company, including over two years as Chief Operating Officer of the Company. | | | May 2018 | | | ||
Timothy J. Clarke, 76 | | | President and Owner, Clarke Company from 1987 to present. Mr. Clarke is also the Chairman of Gulfside Bank, a full service community bank in Sarasota, Florida. We believe that Mr. Clarke’s qualifications to sit on our Board include his more than twenty-five years in the advertising and public relations industry, including twenty as president of a full service advertising and public relations agency servicing markets that included radio and television, as well as his involvement in the startup and management of three community banks. | | | December 2013 | | |
held by Mr. Christian, our President, CEO, and Chairman. Mr. Christian owns approximately 64%65% of the combined voting power of our Class A and Class B Common Stock with respect to those matters on which Class B Common Stock is entitled to ten votes per share. As such, we are not required: (i) to have a majority of our directors be “independent,” (ii)(ii) to have the compensation of our CEO determined or recommended to a board of directors by a compensation committee comprised of independent directors or by a majority of the independent directors on such board of directors, or (iii) to have director nominations either selected, or recommended for the board of directors’ selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors. Although not required, we have, as disclosed below, adhered to (i) and (ii) above.
Stockholders
shareholders.
Shareholders
the Board considers various potential candidates for director which may come to the Board’s attention through current Board members, professional search firms, stockholders,shareholders, or other persons. These candidates are evaluated at regular or special meetings of the Board, and may be considered at any point during the year.
Mr. Michael J. Bergner was presented for consideration as a nominee for director by the CEO of the Company, and approved by the Board as part of the 2021 slate of director nominees of the Board at a regular meeting of directors.
The Board is requesting that stockholders vote in favor of amendment of the 2005 Incentive Compensation Plan (the “Amendment”) to (i) extend the period of time that grants may be made under the plan from any time prior to September 6, 2018 to any time prior to September 6, 2023 and (ii) increase the number of authorized shares by 90,000 shares of Class B Common Stock. There are no other amendments to the 2005 Incentive Compensation Plan being requested at this time. A copy of the proposed amendment is provided as Appendix A to this proxy statement.
The 2005 Incentive Compensation Plan is the sole active plan for providing equity incentive compensation to eligible employees and non-employee directors. The Board believes that the Amendment is in the best interest of stockholders, as continuing to grant equity awards under the plan helps to attract, motivate, and retain talented employees and non-employee directors, align employee and stockholder interests and maintain a culture based on employee stock ownership. Equity is an important component of total compensation for our employees.
The following table sets forth as of December 31, 2017, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:
Plan Category | (a) Number of Shares to be Issued Upon Exercise of Outstanding Options Warrants, and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Column (a)) | |||||||||
Equity Compensation Plans Approved by Stockholders: | ||||||||||||
Employees’ 401(k) Savings and Investment Plan | — | $ | — | 520,665 | ||||||||
2005 Incentive Compensation Plan | 96,639 | (1) | $ | 0.00 | (2) | 368,749 | ||||||
Equity Compensation Plans Not Approved by Stockholders: | ||||||||||||
None | — | — | ||||||||||
Total | 96,639 | 889,414 |
As described in the summary below, the 2005 Incentive Compensation Plan provides for the grant of performance awards. Among other reasons, the use of performance goals were designed to qualify such bonus payments as “qualified performance-based compensation” and be fully deductible and exempt from the $1 million limitation of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) on the Company’s deduction for federal income tax purposes for certain compensation paid to “covered employees” (generally, the top five named executive officers in the Summary Compensation Table) of a publicly held corporation. Comprehensive federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (H.R.1), which was signed into law on December 22, 2017 (the “Act”), eliminated the performance-based compensation exception to the $1 million limitation, beginning January 1, 2018. No amendment to the 2005 Incentive Compensation Plan due to the Act is being requested at this time. The Company is continuing to monitor regulations and other guidance expected pursuant to the Act in consideration of whether any amendment may be warranted in the future as a result of the Act. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not
include performance goals as determined in the sole discretion of the Compensation Committee, and the Amendment makes no change to this feature of the plan.
Approval of the amendment to the 2005 Incentive Compensation Plan requires the affirmative majority vote of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together, entitled to vote as of the record date, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes. Holders of a majority vote of our outstanding shares of Common Stock have indicated to us that they intend to vote in favor of the 2005 Incentive Compensation Plan. The following is a summary of the two changes included in the Amendment:
Extension of Term. The Amendment extends the date for making awards from September 6, 2018 to September 6, 2023.
Increase in Number of authorized Shares. The Amendment increases the number of authorized shares of Class B Common Stock to 370,000, as detailed in the table below:
Equity Plan Share Reservation(1) | Class A | Class B | Total | |||||||||
Total shares authorized under the 2005 Incentive Compensation Plan | 620,000 | 280,000 | 900,000 | |||||||||
Shares awarded from May 2005 through April 18, 2018 | (486,855 | ) | (203,384 | ) | (690,239 | ) | ||||||
Forfeitures added back to share reserve May 2005 through April 18, 2018 | 141,329 | 13,810 | 155,139 | |||||||||
Shares available to be granted as of April 18, 2018 | 274,474 | 90,425 | 364,899 | |||||||||
Additional shares requested under the Amendment | 0 | 90,000 | 90,000 | |||||||||
Total shares available for issuance from May 2018 through September 2023 | 274,474 | 180,425 | 454,899 | |||||||||
Total authorization of shares from May 2005 through September 2023 | 620,000 | 370,000 | 990,000 |
A summary of the material terms of the 2005 Incentive Compensation Plan is set forth below. The summary is qualified in its entirety by reference to the actual text of the 2005 Incentive Compensation Plan, which was filed as Appendix A to the Company’s Consent Solicitation (file No. 001-11588) filed on September 17, 2013.
1.General
The 2005 Incentive Compensation Plan provides for the grant of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to participants of the Company and its subsidiaries. Such awards are not mandatory, but are made in the discretion of the Compensation Committee. Eligible participants under the 2005 Incentive Compensation Plan are current executive officers (five persons), current officers who are not executive officers (approximately twenty-seven persons), and non-employee directors (five persons). Currently, grants may be made under the 2005 Incentive Compensation Plan at any time prior to September 6, 2018. The Amendment extends that period of time for five years to any time prior to September 6, 2023. A total of 620,000 shares of Class A Common Stock and 280,000 shares of Class B Common Stock are currently authorized for issuance under the 2005 Incentive Compensation Plan. The Amendment would increase the number of shares authorized for issuance under the 2005 Incentive Compensation Plan to 620,000 shares of Class A Common Stock and 370,000 shares of Class B Common Stock. Only Mr. Christian is eligible to receive awards denominated in Class B Common Stock. The maximum number of shares that may be awarded in any one fiscal year of the Company to a participant in the 2005 Incentive Compensation Plan in respect of stock options, shares of restricted stock, shares evidenced by restricted stock units and shares issuable as performance awards is 75,000. The maximum dollar value payable to a participant in the 2005 Incentive Compensation Plan in respect of awards that are
valued in property other than Common Stock is the lesser of $1,000,000 or 2.99 times the participant’s base salary for that year. These amounts are subject to adjustment for stock splits and certain other corporate events.
The total value of any annual award to a participant on the date of grant depends on the participant’s group and is a percentage of base salary (for an employee) or of cash retainer (for a director who is not an employee) as determined by the Compensation Committee from an Award Range, as follows:
2.Administration
The 2005 Incentive Compensation Plan is administered by the Compensation Committee of the Board or by the Board acting as the Compensation Committee. Unless otherwise specified in the 2005 Incentive Compensation Plan, the Compensation Committee has the power to select the recipients of awards and has broad power to determine the terms of awards and to change such terms in various ways subsequent to grant, including among others, accelerating the exercisability of stock options, waiving or modifying transfer restrictions, and extending the post-termination exercise period of stock options. In addition, the Compensation Committee determines the percentage of base salary (for an employee) or of cash retainer (for a director) from the Award Range which comprises the value of any annual award to a participant based on his Award Group as described above. The Compensation Committee interprets the 2005 Incentive Compensation Plan and makes all determinations necessary for its administration. The decision of the Compensation Committee on any question concerning interpretation or administration is final and binding on all participants. The Board is permitted by the 2005 Incentive Compensation Plan to terminate the 2005 Incentive Compensation Plan, or the grant of awards under the 2005 Incentive Compensation Plan, at any time. The Board may amend or modify the 2005 Incentive Compensation Plan at any time and from time to time, but no amendment or modification, without the approval of the stockholders of the Company, shall (i) materially increase the benefits accruing to participants under the 2005 Incentive Compensation Plan; (ii) increase the amount of Common Stock for which awards may be made under the 2005 Incentive Compensation Plan; (iii) change the provisions relating to the eligibility of individuals to whom awards may be made under the 2005 Incentive Compensation Plan; or (iv) permit the repricing of stock options. In addition, the Board may not amend the 2005 Incentive Compensation Plan in a manner requiring approval of the stockholders of the Company under the rules of the NYSE American or such other stock exchange or stock market, including NASDAQ, without obtaining the approval of the stockholders.
3.Stock Options
Stock options granted under the 2005 Incentive Compensation Plan may be either incentive stock options under Section 422 of the Code or nonqualified stock options. The terms of stock options granted under the 2005 Incentive Compensation Plan, including any vesting requirements, are set forth in an agreement between the Company and the recipient and are determined by the Compensation Committee, unless specified in the 2005 Incentive Compensation Plan. The exercise price cannot be less than the fair market value of the shares on the date of grant.
Stock options granted under the 2005 Incentive Compensation Plan become exercisable at such times as the Compensation Committee determines and expire not later than ten years after grant. Under the form of nonqualified stock option agreement adopted by the Compensation Committee, one-third of the nonqualified stock options granted vest on the first year anniversary of the date of grant and each of the two years thereafter. Under the form of stock option agreement, the stock option may be exercised for a period of ten years from the date of grant. Payment for shares and withholding taxes on shares to be acquired upon exercise of stock options granted under the 2005 Incentive Compensation Plan may be made (a) in cash or by check; (b) by tendering shares of Common Stock which are freely owned and held by the participant; (c) by the Company purchasing that number of shares of Common Stock subject to stock option sufficient to pay the
exercise price; (d) by reduction of the number of shares otherwise deliverable upon exercise of such stock option equal to the aggregate exercise price of the shares exercised; (e) in any other form of legal consideration that may be acceptable to the Compensation Committee; (f) by using the cashless exercise procedure between the Company and the participant’s broker; or (g) in any combination of the above.
4.Restricted Stock Awards and Restricted Stock Units
The 2005 Incentive Compensation Plan provides for the grant of restricted shares or restricted stock units. Such grant may vest over a period of time and include such other terms as are set forth in an agreement between the Company and the participants and as determined by the Compensation Committee unless specified in the 2005 Incentive Compensation Plan. Under the form of restricted stock agreement adopted by the Compensation Committee, one-third of the restricted stock granted vest on the first year anniversary of the date of grant and each of the two years thereafter. The Company may, among other methods, withhold vested restricted stock or Common Stock upon satisfaction of vesting or other requirements to pay withholding taxes. A restricted stock unit is the right to receive restricted shares or an equivalent value in cash. If the Compensation Committee grants awards of restricted stock or restricted stock units, it may condition such grants on the recipients having attained specified performance goals (or combination thereof) during a specified performance period. The performance goals which may be considered by the Compensation Committee include the following, which may be specified on a consolidated, same station, pro forma, per share and/or segment basis: (i) earnings (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as adjusted by excluding one or more components of earnings); (ii) revenue (as measured by operating revenue or net operating revenue); (iii) cash flow; (iv) free cash flow; (v) broadcast cash flow, margins and/or margin growth; (vi) earnings and/or revenue growth; (vii) working capital; (viii) market capitalization; (ix) market revenue performance; (x) achievement and/or maintenance of target stock prices; (xi) stock price growth; (xii) return on equity; (xiii) return on investment; and (xiv) return on assets/net assets. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not include performance goals as determined in the sole discretion of the Compensation Committee. Under the form of restricted stock agreement adopted by the Compensation Committee, the holder of restricted shares or shares subject to a restricted stock unit have rights as a stockholder of the Company, including the right to vote and receive dividends with respect to such shares. Restricted shares and restricted stock units are generally subject to certain forfeiture conditions and may not be transferred by the recipient until such restrictions have been satisfied. Until employees are no longer employees and until non-employee directors cease serving as directors, they are required to retain 50% of any net award of restricted stock.
5.Performance Awards
The 2005 Incentive Compensation Plan also provides for the grant of performance awards. A performance award is a right, contingent upon the attainment of performance goals within a specified performance period, to receive cash, shares of Common Stock, which may be restricted stock or restricted stock units, or a combination of both. All of the terms relating to the satisfaction of performance goals, the length of any performance period, the amount of any performance award granted, the amount of any payment or transfer to be made pursuant to any performance award, and any other terms and conditions of any performance award, including the effect upon such award of termination of the recipient’s status as an employee, are determined by the Compensation Committee and included in an agreement between the recipient and the Company.
Restrictions on transfer of performance awards will lapse and the award will be payable upon completion of written objective performance goals, as determined by the Compensation Committee using one or more of the following criteria, which may be specified on a consolidated, same station, pro forma, per share and/or segment basis: (i) earnings (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as adjusted by excluding one or more components of earnings); (ii) revenue (as measured by operating revenue or net operating revenue); (iii) cash flow; (iv) free cash flow; (v) broadcast cash flow, margins and/or margin growth; (vi) earnings and/or revenue growth; (vii) working capital; (viii) market capitalization; (ix) market revenue performance; (x) achievement and/or maintenance of target stock prices; (xi) stock price growth; (xii) return on equity; (xiii) return on
investment; and (xiv) return on assets/net assets. The performance period is determined by the Compensation Committee and may be from one to five years. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not include performance goals as determined in the sole discretion of the Compensation Committee.
6.Termination and Change in Control
Unless otherwise provided in the applicable award agreement, and except as disclosed below with respect to a change in control, any portion of a stock option which is not yet exercisable will be forfeited if the holder’s status as an employee or, as applicable, as a non-employee director, is terminated for any reason, and (ii) any portion of a restricted stock grant or restricted stock unit which is not yet transferable and any portion of a performance share award with respect to which performance goals have not yet been achieved will be forfeited if the holder’s status as an employee or, as applicable, as a non-employee director, is terminated for any reason.
Under the form of nonqualified stock option agreement adopted by the Compensation Committee, the exercisable portion of a stock option will terminate at various times after the holder’s status as an employee or, as applicable, as a non-employee director, terminates, based upon the reason for the termination. If status is terminated for cause as defined in the 2005 Incentive Compensation Plan, any unexercised portion of a stock option immediately terminates. If status terminates due to death or disability, then the stock option is exercisable until the earlier of the date the stock option would otherwise have terminated or the first anniversary of such death or disability. If the participant’s (1) status terminates due to retirement, or (2) the participant is terminated involuntarily (other than for cause or due to death or disability) within six months following a change in control, then the exercisable portion of the option may be exercised until the stock option would otherwise have expired in the absence of termination. If status terminates for any other reason, then the stock option terminates when the stock option otherwise expires or three months after termination of status, whichever is earlier. The Compensation Committee, however, has discretion under the 2005 Incentive Compensation Plan to accelerate the exercisability of stock options, extend the exercise period of a stock option (but not past the tenth anniversary of the grant date) and waive certain restrictions or conditions applicable to restricted stock, restricted stock units or performance share awards, and such acceleration and waiver will occur automatically, unless otherwise provided in the award agreement, upon a “change in control” of the Company. The form of nonqualified stock option agreement adopted by the Compensation Committee provides that all stock options become fully vested and exercisable in full upon the occurrence of a change in control or if the Compensation Committee determines that a change in control has occurred if the Optionee is an employee or non-employee director upon the occurrence or deemed occurrence of a change in control. The definition of “change in control” includes persons acquiring more than 30% of the total voting power of the Company, a change in the majority of the members of the Board during any period of twelve consecutive months by directors whose appointment or election was not endorsed by a majority of the directors prior to appointment or election, or approval by stockholders of a plan of complete liquidation of the Company, an agreement for the sale of all or substantially all of the assets of the Company and certain mergers, consolidations or reorganizations.
7.Clawback Provision
By accepting an award pursuant to an award agreement, a participant agrees to be bound by the Company’s Clawback Policy, as it may be amended. Under the Company’s Clawback Policy, in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws, the independent members of the Board and/or the Compensation Committee has the right to use reasonable efforts to cancel and clawback awards granted as incentive-based compensation to, and recover from, any of our current or former directors, officers and employees who received incentive-based compensation during the three-year period preceding the date on which the Company is required to prepare an accounting restatement, any excess incentive-based compensation awarded as a result of the misstatement. In addition, in the event of the fraud, theft, embezzlement or willful misconduct of any such director, officer or employee (the “Fraud”), the Board and/or the Compensation Committee has the right to use reasonable efforts to cancel and clawback awards granted as incentive-based compensation to, and recover from, any such director, officer and employee who received incentive-based compensation during the three-year period
preceding the Fraud, an appropriate and reasonable amount of the incentive-based compensation awarded irrespective of whether there was an accounting restatement.
8.Federal Income Tax Consequences
Stock option grants under the 2005 Incentive Compensation Plan may either be incentive stock options under Section 422 of the Code or nonqualified stock options governed by Section 83 of the Code. Generally, no taxable income is recognized by a participant upon the grant of a stock option and no deduction is taken by the Company. Under current tax laws, when an incentive stock option is exercised, the participant has no taxable income provided that applicable holding periods have been satisfied and the Company receives no tax deduction. When a participant exercises a nonqualified stock option, he or she will have taxable income equal to the difference between the fair market value of the Class A Common Stock on the exercise date and the stock option exercise price. The Company will be entitled to a corresponding deduction on its federal income tax return. The tax treatment for a participant upon a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a nonqualified stock option. The Company may be entitled to a tax deduction in the case of a disposition of shares acquired under an incentive stock option if such disposition occurs before the applicable holding periods have been satisfied.
In general, a participant who receives a restricted stock or restricted stock unit award, and who has not made an election under Section 83(b) of the Code to be taxed upon receipt, will have taxable income equal to the fair market value of the stock at the earlier of the first time the rights of the participant are transferable or the restrictions, such as vesting, have been satisfied. The Company is entitled to a tax deduction when the participant recognizes income.
A participant who is awarded performance awards will not recognize taxable income and the Company will not receive a tax deduction at the time the award is made. When a participant receives payment for performance awards in shares of Common Stock or cash, the fair market value of the shares or the amount of the cash received will be ordinary income to the participant and the Company will receive a tax deduction. However, if any shares of Common Stock used to pay out earned performance awards are non-transferable and there is a substantial risk that such shares will be forfeited (for example, because the Compensation Committee conditions those shares on the performance of future services), the taxable event is deferred until either the risk of forfeiture or the restriction on transferability lapses. In this case, the participant may be able to make an election under Section 83(b) of the Code to be taxed upon receipt. The Company is entitled to a corresponding tax deduction at the time ordinary income is recognized by the participant.
The foregoing is only a summary of the effect of U.S. federal income taxation upon recipients of awards and the Company with respect to the grant and exercise of awards under the 2005 Incentive Compensation Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income or gain may be taxable.
The Board recommends that the stockholders vote “FOR” the Amendment of the 2005 Incentive Compensation Plan.
2021.
2022.
Fee Category | | | 2020 Fees | | | 2019 Fees | | ||||||
Audit fees | | | | $ | 280,000 | | | | | $ | 280,740 | | |
Audit-related fees | | | | $ | 15,000 | | | | | $ | 19,633 | | |
Tax fees | | | | $ | 44,694 | | | | | $ | 41,800 | | |
All other fees | | | | $ | — | | | | | $ | — | | |
Total fees | | | | $ | 339,694 | | | | | $ | 342,173 | | |
Fee Category | 2017 Fees | 2016 Fees | ||||||
Audit fees | $ | 292,941 | $ | 279,596 | ||||
Audit-related fees | $ | 35,000 | $ | 43,463 | ||||
Tax fees | $ | 47,553 | $ | 33,650 | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 375,494 | $ | 356,709 |
pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed by the Finance and Audit Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others. The Finance and Audit Committee has delegated to the Chair of the Finance and Audit Committee the authority to approve permitted services provided that the Chair reports any decisions to the Finance and Audit Committee at its next scheduled meeting.
In November 2018, we awarded our named executive officers 49,576 shares of restricted stock (which amount included 12,947 Class A Common Restricted Stock and 36,629 Class B Common Restricted Stock). In December 2019, we awarded our named executive officers 56,908 shares of restricted stock (which amount included 12,587 Class A Common Restricted Stock and 44,321 Class B Common Restricted Stock). In 2020, no restricted stock or options were granted to any named executive officers.
Inc.; Emmis Communications Corporation;Corp.; Entercom Communications Corp.; Entravision Communications Corporation;Corp.; iHeart Communications, Inc.; The E.W. ScrippsNielsen Company; Urban One Inc.; Salem Media Group, Inc.; Townsquare Media, Inc.Communications Corp.; Sirius XM HoldingsRadio Inc.; and Spanish Broadcasting System, Inc.
; and Townsquare Media, Inc.
certainty to Mr. Christian as to the future management of the Company during the next important period of Company operations. In 2011, the Committee increased the CEO’s base salary to $860,000 per year from $750,000 per year. From this amount Mr. Christian agreed to a reduction in conformance with the reduction to salary taken by all of our employees, which reduction was reinstated for all employees, and Mr. Christian, in 2011 and 2012, as discussed in the next paragraph below. Under the 2011 employment agreement, beginning on June 1, 2012, on each anniversary of the 2011 employment agreement (the “anniversary date”), the Committee is determined, in its discretion, the amount of any increase to the CEO’s then existing annual salary provided that such increase would not be less than the greater of 3% or the cost of living increase based on the consumer price index. Accordingly, based on the consumer price index, the Committee increased the CEO’s 2012 base salary by 3.1% to $886,660 effective June 1, 2012, and then increased the CEO’s 2013 base salary by 3% to $913,260 effective June 1, 2013. Effective June 1, 2014, the Committee then increased the CEO’s 2014 base salary by 3% to $940,658. Pursuant to the 2011 employment agreement, and based on the consumer price index, the Committee then increased the CEO’s 2015 base salary by 3% to $968,877 effective June 1, 2015. Effective February 12,Upon the parties entering into the 2016 pursuant to the terms of the amended 2011 employment agreement,amendment, this term was modified so that, on each anniversary date, the Committee is to determine, in its discretion, the amount of any increase to the CEO’s then existing annual salary provided that such increase shall not be less than the greater of 4% or the cost of living increase based on the consumer price index. The Committee increased the CEO’s 2016 base salary by 4% to $1,007,632 effective June 1, 2016. Effective June 1, 2017, the Committee2016, increased the CEO’s 2017 base salary by 4% to $1,047,938.
$1,047,938, effective June 1, 2017, and increased the CEO’s 2018 base salary by 4% to $1,089,855, effective June 1, 2018. Effective June 1, 2019, the Committee increased the CEO’s 2019 base salary by 4% to $1,133,449. Effective June 1, 2020, the Committee increased the CEO’s 2020 base salary by 4% to $1,178,787.
In March 2017,2020, the Committee approved a broadcast cash flow (“BCF”) goal for the CEO with fiveseven different BCF targets of $40$28 million, $41$29 million, $42$30 million, $43$31 million, $32 million $33 million and $44$34 million, allowing for a possible award of $550,000, $650,000,$700,000, $750,000, $800,000, $850,000, $900,000, $950,000 and $950,000,$1,000,000, respectively, payable in cash and/or restricted stock if such targets were achieved. The Committee further determined, in the event of a sale or acquisition of broadcast assets during the fiscal year 2017,2020, the established BCF goals would be adjusted. The established BCF goals would be reduced by the total year’s budgetbudgeted BCF for the broadcast assets that were sold.sold during fiscal year 2020 on a pro-rata basis. Pro-rata BCF generated from broadcast assets acquired during fiscal year 20172020 would be added to adjust the BCF goals and included as part of the actual BCF generated by the Company during fiscal year 2017.goals. See “Grants of Plan-Based Awards.” For fiscal year 2020, due to the dramatic impact of the COVID-19 pandemic and the material impact it had on the Company’s advertising revenue, none of the performance goals were achieved, as the Company’s BCF for fiscal year 2020 was $20.4 million. The Compensation Committee determined that the CEO achieved the $44 million target under the BCF performance goal, as adjusted for the broadcast assets sold and acquired, and awarded the CEO an aggregate casha discretionary bonus of $950,000.$700,000 due to the significant achievements of the Company under the leadership of Mr. Christian during 2020 including increasing the Company’s cash balance by over $7,000,000 while reducing station operating expenses by over $11,000,000 and reducing capital expenditures by $3.4 million in comparison to 2019 year-end, during a year when revenue was materially impacted by disruptions to business and service providers. Based on the foregoing, the Committee believes it is in the Company’s best interest to award a discretionary bonus to Mr. Christian in the amount of $700,000. The BCF target levels are selected to reward improvements in BCF. ItWhen the targets are established, it is believed that the initial target level will be achievable based on past performance, while the other targets will be more difficult to achieve.
achieve.
2013 and at the 2018 Annual Meeting of Shareholders.
applicable date.2020. All such awards of restricted stock, however, shall vest if the named executive officer is an employee on the occurrence or deemed occurrence of a change-in-control.
allowances and medical reimbursements. In addition, the CEO receives personal use of our private airplane, personal tax consulting and tax return preparation fees, and country club dues. Perquisites are provided in order to provide a total compensation package which is competitive with the marketplace for executive officers. Under the amended 2011 employment agreement, if the CEO’s employment is terminated for any reason, other than “for cause,” we have agreed to continue to provide health insurance and medical reimbursement commensurate with all health insurance and medical reimbursement programs that are maintained by us for current employees to the CEO and his spouse, and to maintain in force all existing life insurance policies for a period of ten years.
2020.
2017
Name and Principal Position | | | Year | | | Salary(1) $ | | | Bonus(1) $ | | | Stock Awards(3) $ | | | Option Awards(4) $ | | | Non- Equity Incentive Plan Comp $ | | | All Other Compensation(5) $ | | | Total Compensation $ | | ||||||||||||||||||||||||
Edward K. Christian President and CEO | | | | | 2020 | | | | | $ | 1,158,734 | | | | | $ | —(2) | | | | | $ | — | | | | | $ | — | | | | | $ | 700,000(2) | | | | | $ | 177,121 | | | | | $ | 2,035,855 | | |
| | | 2019 | | | | | $ | 1,114,168 | | | | | $ | —(2) | | | | | $ | 1,382,815 | | | | | $ | — | | | | | $ | 700,000(2) | | | | | $ | 180,650 | | | | | $ | 3,377,633 | | | ||
| | | 2018 | | | | | $ | 1,071,476 | | | | | $ | —(2) | | | | | $ | 1,365,163 | | | | | $ | — | | | | | $ | 800,000(2) | | | | | $ | 151,350 | | | | | $ | 3,387,989 | | | ||
Samuel D. Bush, Senior Vice President and CFO | | | | | 2020 | | | | | $ | 350,000 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 26,085 | | | | | $ | 411,085 | | |
| | | 2019 | | | | | $ | 350,000 | | | | | $ | 35,000 | | | | | $ | 139,994 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,197 | | | | | $ | 554,191 | | | ||
| | | 2018 | | | | | $ | 346,923 | | | | | $ | 35,000 | | | | | $ | 173,780 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,552 | | | | | $ | 585,255 | | | ||
Marcia K. Lobaito,(6) Senior Vice President, Corporate Secretary and Director of Business Affairs | | | | | 2020 | | | | | $ | 70,615 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 8,121 | | | | | $ | 78,736 | | |
| | | 2019 | | | | | $ | 215,000 | | | | | $ | 35,000 | | | | | $ | 86,005 | | | | | $ | — | | | | | $ | — | | | | | $ | 32,248 | | | | | $ | 368,253 | | | ||
| | | 2018 | | | | | $ | 211,923 | | | | | $ | 35,000 | | | | | $ | 118,323 | | | | | $ | — | | | | | $ | — | | | | | $ | 27,672 | | | | | $ | 392,918 | | | ||
Catherine A. Bobinski, Senior Vice President − Finance, Chief Accounting Officer and Corp. Controller | | | | | 2020 | | | | | $ | 200,000 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 29,186 | | | | | $ | 264,186 | | |
| | | 2019 | | | | | $ | 200,000 | | | | | $ | 35,000 | | | | | $ | 79,997 | | | | | $ | — | | | | | $ | — | | | | | $ | 27,297 | | | | | $ | 342,294 | | | ||
| | | 2018 | | | | | $ | 193,846 | | | | | $ | 35,000 | | | | | $ | 112,173 | | | | | $ | — | | | | | $ | — | | | | | $ | 22,241 | | | | | $ | 363,260 | | | ||
Christopher S. Forgy,(7) Senior Vice President − Operations | | | | | 2020 | | | | | $ | 285,000 | | | | | $ | 35,000 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 18,333 | | | | | $ | 338,333 | | |
| | | 2019 | | | | | $ | 285,000 | | | | | $ | 35,000 | | | | | $ | 85,488 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,517 | | | | | $ | 424,005 | | | ||
| | | 2018 | | | | | $ | 263,365 | | | | | $ | 60,000 | | | | | $ | 58,514 | | | | | $ | — | | | | | $ | — | | | | | $ | 54,113 | | | | | $ | 435,992 | | |
Name and Principal Position | Year | Salary(1) $ | Bonus(1) $ | Stock Awards(3) $ | Option Awards(4) $ | Non-Equity Incentive Plan Comp $ | All Other Compensation(5) $ | Total Compensation $ | ||||||||||||||||||||||||
Edward K. Christian President and CEO | 2017 | $ | 1,030,420 | $ | — | (2) | $ | 1,281,800 | $ | — | $ | 950,000 | (2) | $ | 121,163 | $ | 3,383,383 | |||||||||||||||
2016 | $ | 990,938 | $ | — | (2) | $ | 1,229,288 | $ | — | $ | 850,000 | (2) | $ | 148,711 | $ | 3,218,937 | ||||||||||||||||
2015 | $ | 956,938 | $ | — | (2) | $ | 1,182,014 | $ | — | $ | 500,000 | (2) | $ | 134,947 | $ | 2,773,899 | ||||||||||||||||
Samuel D. Bush, Senior Vice President and CFO | 2017 | $ | 340,000 | $ | 35,000 | $ | 139,009 | $ | — | $ | — | $ | 25,731 | $ | 539,740 | |||||||||||||||||
2016 | $ | 340,000 | $ | 35,000 | $ | 135,983 | $ | — | $ | — | $ | 36,765 | $ | 547,748 | ||||||||||||||||||
2015 | $ | 335,769 | $ | 35,000 | $ | 135,985 | $ | — | $ | — | $ | 36,604 | $ | 543,358 | ||||||||||||||||||
Warren S. Lada, Chief Operating Officer | 2017 | $ | 380,000 | $ | 50,000 | $ | 154,700 | $ | — | $ | — | $ | 40,808 | $ | 625,508 | |||||||||||||||||
2016 | $ | 380,000 | $ | 50,000 | $ | 152,021 | $ | — | $ | — | $ | 43,533 | $ | 625,554 | ||||||||||||||||||
2015 | $ | 375,769 | $ | 50,000 | $ | 151,981 | $ | — | $ | — | $ | 36,626 | $ | 614,376 | ||||||||||||||||||
Marcia K. Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs | 2017 | $ | 205,000 | $ | 35,000 | $ | 83,980 | $ | — | $ | — | $ | 27,998 | $ | 351,978 | |||||||||||||||||
2016 | $ | 205,000 | $ | 35,000 | $ | 81,988 | $ | — | $ | — | $ | 47,068 | $ | 369,056 | ||||||||||||||||||
2015 | $ | 200,769 | $ | 35,000 | $ | 81,984 | $ | — | $ | — | $ | 44,069 | $ | 361,822 | ||||||||||||||||||
Catherine A. Bobinski, Senior Vice President – Finance, Chief Accounting Officer and Corp. Controller | 2017 | $ | 180,000 | $ | 35,000 | $ | 73,593 | $ | — | $ | — | $ | 30,030 | $ | 318,623 | |||||||||||||||||
2016 | $ | 180,000 | $ | 35,000 | $ | 71,977 | $ | — | $ | — | $ | 32,070 | $ | 319,047 | ||||||||||||||||||
2015 | $ | 173,654 | $ | 30,000 | $ | 72,002 | $ | — | $ | — | $ | 34,985 | $ | 310,641 |
20172020.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target 1 ($) | Target 2 ($) | Target 3 ($) | Maximum Awards ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock Awards ($) | ||||||||||||||||||||||||||||||
Edward K. Christian | March 28, 2017 | 550,000 | 650,000 | 750,000 | 850,000 | 950,000 | — | — | — | |||||||||||||||||||||||||||||||
December 6, 2017 | — | — | — | — | — | — | 29,000 | 29,000 | 1,281,800 | |||||||||||||||||||||||||||||||
Samuel D. Bush | December 6, 2017 | — | — | — | — | — | 3,145 | 3,145 | 139,009 | |||||||||||||||||||||||||||||||
Warren S. Lada | December 6, 2017 | — | — | — | — | — | 3,500 | 3,500 | 154,700 | |||||||||||||||||||||||||||||||
Marcia K. Lobaito | December 6, 2017 | — | — | — | — | — | 1,900 | 1,900 | 83,980 | |||||||||||||||||||||||||||||||
Catherine A. Bobinski | December 6, 2017 | — | — | — | — | — | 1,665 | 1,665 | 73,593 |
| | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | ||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target 1($) | | | Target 2($) | | | Target 3($) | | | Target 4($) | | | Target 5($) | | | Maximum Awards ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Grant Date Fair Value of Stock Awards ($) | |
Edward K. Christian | | | March 30, 2020 | | | 700,000 | | | 750,000 | | | 800,000 | | | 850,000 | | | 900,000 | | | 950,000 | | | 1,000,000 | | | — | | | — | | | — | | | — | |
Samuel D. Bush | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Marcia K. Lobaito(3) | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Catherine A. Bobinski | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Christopher S. Forgy | | | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
2020:
| | | Option Awards | | | Stock Awards(1) | | ||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | ||||||||||||||||||
Edward K. Christian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 12,210 | | | | | $ | 293,284 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 29,547 | | | | | $ | 709,719 | | |
Samuel D. Bush | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,286 | | | | | $ | 30,890 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,991 | | | | | $ | 71,844 | | |
Marcia K. Lobaito(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 790 | | | | | $ | 18,976 | | |
12/16/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,864 | | | | | $ | 44,773 | | |
Catherine A. Bobinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 735 | | | | | $ | 17,655 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,709 | | | | | $ | 41,050 | | |
Christopher S. Forgy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 523 | | | | | $ | 12,562 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,826 | | | | | $ | 43,861 | | |
Option Awards | Stock Awards(1) | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | ||||||||||||||||||
Edward K. Christian | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 9,828 | $ | 397,543 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 16,862 | $ | 682,068 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 29,000 | $ | 1,173,050 | ||||||||||||||||
Samuel D. Bush | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 1,131 | $ | 45,749 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 1,865 | $ | 75,439 | ||||||||||||||||
12/06/2017 | $ | — | — | 3,145 | $ | 127,215 | ||||||||||||||||||
Warren S. Lada | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 1,264 | $ | 51,129 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 2,085 | $ | 84,338 | ||||||||||||||||
12/06/2017 | — | $ | — | — | 3,500 | $ | 141,575 | |||||||||||||||||
Marcia K. Lobaito | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 682 | $ | 27,587 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 1,124 | $ | 45,466 | ||||||||||||||||
12/06/2017 | $ | — | — | 1,900 | $ | 76,855 | ||||||||||||||||||
Catherine A. Bobinski | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 599 | $ | 24,230 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 987 | $ | 39,924 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 1,665 | $ | 67,349 |
20172020.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | | ||||||||||||
Edward K. Christian | | | | | — | | | | | | — | | | | | | 36,650 | | | | | $ | 652,370 | | |
Samuel D. Bush | | | | | — | | | | | | — | | | | | | 4,086 | | | | | $ | 72,731 | | |
Marcia K. Lobaito(2) | | | | | — | | | | | | — | | | | | | 2,611 | | | | | $ | 46,476 | | |
Catherine A. Bobinski | | | | | — | | | | | | — | | | | | | 2,401 | | | | | $ | 42,738 | | |
Christopher S. Forgy | | | | | — | | | | | | — | | | | | | 1,599 | | | | | $ | 28,462 | | |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Edward K. Christian | 8,226 | $ | 188,211 | 28,298 | $ | 1,277,655 | ||||||||||
Samuel D. Bush | 4,610 | $ | 105,477 | 3,218 | $ | 145,293 | ||||||||||
Warren S. Lada | 4,610 | $ | 105,477 | 3,600 | $ | 162,540 | ||||||||||
Marcia K. Lobaito | 2,246 | $ | 51,388 | 2,080 | $ | 93,912 | ||||||||||
Catherine A. Bobinski | 2,157 | $ | 49,352 | 1,669 | $ | 75,355 |
Nonqualified Deferred Compensation Table
Name | | | Executive Contributions in Last FY ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings (Loss) in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($) | | |||||||||||||||
Edward K. Christian | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 30,606 | | | | | $ | — | | | | | $ | 375,275 | | |
Marcia K. Lobaito(1) | | | | $ | — | | | | | $ | — | | | | | $ | 29,555 | | | | | $ | — | | | | | $ | 459,663 | | |
Catherine A. Bobinski | | | | $ | 24,923 | | | | | $ | — | | | | | $ | 13,551 | | | | | $ | — | | | | | $ | 442,724 | | |
Christopher S. Forgy | | | | $ | 16,548 | | | | | $ | — | | | | | $ | (219) | | | | | $ | — | | | | | $ | 60,511 | | |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
Edward K. Christian | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Samuel D. Bush | $ | 34,000 | $ | — | $ | 26,894 | $ | — | $ | 306,503 | ||||||||||
Warren S. Lada | $ | — | $ | — | $ | 87,177 | $ | — | $ | 682,352 | ||||||||||
Marcia K. Lobaito | $ | 32,500 | $ | — | $ | 13,245 | $ | — | $ | 372,221 | ||||||||||
Catherine A. Bobinski | $ | 21,500 | $ | — | $ | 8,305 | $ | — | $ | 339,085 |
Under the amended 2011 employment agreement, Mr. Christian is eligible to participate, in accordance with their terms, in all medical and health plans, life insurance, profit sharing, 401(k) Plan, pension, and such other employment benefits as are maintained by the Company or its affiliates for other key employees performing services. During the term of the employment agreement, the Company is required to maintain all existing policies of insurance on Mr. Christian’s life, including the existing split dollar policy. The Company is also required to pay for Mr. Christian to participate in an executive medical plan and to maintain its existing medical reimbursement policy. Under the amended 2011 employment agreement, Mr. Christian is also furnished with an automobile and other fringe benefits as have been afforded him in the past or as wereare consistent with his position. In addition, under the amended 2011 employment agreement, the Company has agreed to maintain an office for Mr. Christian in Sarasota County, Florida. The 2016 amendment increasesincreased the paid vacation time awarded to Mr. Christian on the anniversary date of the 2011 employment agreement. Under the terms of the 2011 employment agreement, Mr. Christian had been entitled to four weeks of paid vacation. The amended 2011 employment agreement entitles Mr. Christian to six weeks of paid vacation.
In addition, under
The following tables show the estimated payments and benefits to the CEO (under the terms of the amended 2011 employment agreement) and the other named executive officers in the event of a change-in-control, upon retirement, upon termination other than retirement or death, and upon death assuming the trigger event occurred on December 29, 201731, 2020 (the last business day of the fiscal year), and the number of options and shares of restricted stock and the price per share, as applicable, which is the closing price on December 29, 2017:
Change-in-Control | ||||||||||||||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary, Bonus & Tax Gross-Up(1) | Change in Control Agreements(2) | Split Dollar Premium(3) | Life Insurance Premium(4) | Health Insurance Premiums(5) | Medical Reimbursement(6) | Account Balance Non-Qualified Plan(7) | Restricted Stock(8) | CSV of Split Dollar Policy(9) | Accrued Vacation(10) | Total Change in Control Payments | ||||||||||||||||||||||||||||||||||
Edward K. Christian | $ | 9,427,780 | $ | — | $ | 500,000 | $ | 444,400 | $ | 77,000 | $ | 127,200 | $ | — | $ | 2,252,661 | $ | 747,113 | $ | 342,595 | $ | 13,918,749 | ||||||||||||||||||||||
Samuel D. Bush | $ | — | $ | 560,385 | $ | — | $ | — | $ | — | $ | — | $ | 306,503 | $ | 248,403 | $ | 180,544 | $ | — | $ | 1,295,835 | ||||||||||||||||||||||
Warren S. Lada | $ | — | $ | 642,885 | $ | — | $ | — | $ | — | $ | — | $ | 682,352 | $ | 277,042 | $ | 242,019 | $ | — | $ | 1,844,298 | ||||||||||||||||||||||
Marcia K. Lobaito | $ | — | $ | 357,885 | $ | — | $ | — | $ | — | $ | — | $ | 372,221 | $ | 149,908 | $ | 190,439 | $ | — | $ | 1,070,453 | ||||||||||||||||||||||
Catherine A. Bobinski | $ | — | $ | 316,827 | $ | — | $ | — | $ | — | $ | — | $ | 339,085 | $ | 131,503 | $ | 146,581 | $ | — | $ | 933,996 | ||||||||||||||||||||||
Total | $ | 9,427,780 | $ | 1,877,982 | $ | 500,000 | $ | 444,400 | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 3,059,517 | $ | 1,506,696 | $ | 342,595 | $ | 19,063,331 |
Retirement upon age 65 | ||||||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | CSV of Split Dollar Policy(4) | Accrued Vacation(5) | Total Retirement Payments | |||||||||||||||||||
Edward K. Christian | $ | 77,000 | $ | 127,200 | $ | — | $ | 747,113 | $ | 342,595 | $ | 1,293,908 | ||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 306,503 | $ | 180,544 | $ | — | $ | 487,047 | ||||||||||||
Warren S. Lada | $ | — | $ | — | $ | 682,352 | $ | 242,019 | $ | — | $ | 924,371 | ||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 372,221 | $ | 190,439 | $ | — | $ | 562,660 | ||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 339,085 | $ | 146,581 | $ | — | $ | 485,666 | ||||||||||||
Total | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 1,506,696 | $ | 342,595 | $ | 3,753,652 |
Termination other Than Retirement, Death or Disability | ||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | Accrued Vacation(4) | Total Termination Payments | ||||||||||||||||
Edward K. Christian | $ | 77,000 | $ | 127,200 | $ | — | $ | 342,595 | $ | 546,795 | ||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 306,503 | $ | — | $ | 306,503 | ||||||||||
Warren S. Lada | $ | — | $ | — | $ | 682,352 | $ | — | $ | 682,352 | ||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 372,221 | $ | — | $ | 372,221 | ||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 339,085 | $ | — | $ | 339,085 | ||||||||||
Total | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 342,595 | $ | 2,246,956 |
Termination Due to Death | ||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | 150% of Account Balance Non Qualified Plan(4) | Restricted Stock(5) | Split Dollar Policy(6) | Accrued Vacation(7) | Total Termination Due to Death Payments | |||||||||||||||||||||||||
Edward K. Christian | $ | 1,047,938 | $ | 38,500 | $ | 63,600 | $ | — | $ | 2,252,661 | $ | 7,000,000 | $ | 342,595 | $ | 10,745,294 | ||||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 459,755 | $ | — | $ | 500,000 | $ | — | $ | 959,755 | ||||||||||||||||
Warren S. Lada | $ | — | $ | — | $ | — | $ | 928,586 | $ | — | $ | 500,000 | $ | — | $ | 1,428,586 | ||||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 552,518 | $ | — | $ | 250,000 | $ | — | $ | 802,518 | ||||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 508,628 | $ | — | $ | 250,000 | $ | — | $ | 758,628 | ||||||||||||||||
Total | $ | 1,047,938 | $ | 38,500 | $ | 63,600 | $ | 2,449,487 | $ | 2,252,661 | $ | 8,500,000 | $ | 342,595 | $ | 14,694,781 |
Change-in-Control | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary, Bonus & Tax Gross-Up(1) | | | Change in Control Agreements(2) | | | Split Dollar Premium(3)(10) | | | Life Insurance Premium(4) | | | Health Insurance Premiums(5) | | | Medical Reimburse- ment(6) | | | Account Balance Non-Qualified Plan(7) | | | Restricted Stock(8) | | | Stock Options | | | CSV of Split Dollar Policy(9) | | | Accrued Vacation(10) | | | Total Change in Control Payments | | ||||||||||||||||||||||||||||||||||||
Edward K. Christian | | | | $ | 9,462,152 | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | 720,000 | | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | — | | | | | $ | 1,003,003 | | | | | $ | — | | | | | $ | 849,508 | | | | | $ | 726,032 | | | | | $ | 13,493,695 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | 575,962 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | | | | $ | 102,734 | | | | | $ | — | | | | | $ | 217,674 | | | | | $ | — | | | | | $ | 1,271,645 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | 283,769 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | | | | $ | 63,749 | | | | | $ | — | | | | | $ | 226,899 | | | | | $ | — | | | | | $ | 1,034,080 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | 349,423 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | | | | $ | 58,705 | | | | | $ | — | | | | | $ | 190,533 | | | | | $ | — | | | | | $ | 1,041,385 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | 481,682 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | | | | $ | 56,423 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 598,816 | | |
Total | | | | $ | 9,462,152 | | | | | $ | 1,690,836 | | | | | $ | 500,000 | | | | | $ | 720,000 | | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | 1,338,173 | | | | | $ | 1,284,614 | | | | | $ | — | | | | | $ | 1,484,614 | | | | | $ | 726,032 | | | | | $ | 17,439,421 | | |
Retirement upon age 65 | | ||||||||||||||||||||||||||||||||||||||||||
| | | Health Insurance Premiums(1) | | | Medical Reimbursement(2) | | | Account Balance Non-Qualified Plan(3) | | | Stock Options | | | CSV of Split Dollar Policy(4) | | | Accrued Vacation(5) | | | Total Retirement Payments | | |||||||||||||||||||||
Edward K. Christian | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 849,508 | | | | | $ | 726,032 | | | | | $ | 1,808,540 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | | | | $ | — | | | | | $ | 217,674 | | | | | $ | — | | | | | $ | 592,949 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | | | | $ | — | | | | | $ | 226,899 | | | | | $ | — | | | | | $ | 686,562 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | | | | $ | — | | | | | $ | 190,533 | | | | | $ | — | | | | | $ | 633,257 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | |
Total | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | 1,338,173 | | | | | $ | — | | | | | $ | 1,484,614 | | | | | $ | 726,032 | | | | | $ | 3,781,819 | | |
Termination Due to Disability | ||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | Account Balance Non-Qualified Plan(4) | Restricted Stock(5) | Accrued Vacation(6) | Total Disability Payments | ||||||||||||||||||||||
Edward K. Christian | $ | 2,095,876 | $ | 77,000 | $ | 127,200 | $ | — | $ | 2,252,661 | $ | 342,595 | $ | 4,895,332 | ||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 306,503 | $ | — | $ | — | $ | 306,503 | ||||||||||||||
Warren S. Lada | $ | — | $ | — | $ | — | $ | 682,352 | $ | — | $ | — | $ | 682,352 | ||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 372,221 | $ | — | $ | — | $ | 372,221 | ||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 339,085 | $ | — | $ | — | $ | 339,085 | ||||||||||||||
Total | $ | 2,095,876 | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 2,252,661 | $ | 342,595 | $ | 6,595,493 |
Termination other Than Retirement, Death or Disability | | ||||||||||||||||||||||||||||||||||||
| | | Health Insurance Premiums(1) | | | Medical Reimbursement(2) | | | Account Balance Non-Qualified Plan(3) | | | Stock Options | | | Accrued Vacation(4) | | | Total Termination Payments | | ||||||||||||||||||
Edward K. Christian | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 726,032 | | | | | $ | 959,032 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | |
Total | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | 1,338,173 | | | | | $ | — | | | | | $ | 726,032 | | | | | $ | 2,297,205 | | |
Termination Due to Death | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary & Bonus(1) | | | Health Insurance Premiums(2) | | | Medical Reimbursement(3) | | | 150% of Account Balance Non Qualified Plan(4) | | | Restricted Stock(5) | | | Stock Options | | | Split Dollar Policy(6) | | | Accrued Vacation(7) | | | Total Termination Due to Death Payments | | |||||||||||||||||||||||||||
Edward K. Christian | | | | $ | 1,178,787 | | | | | $ | 39,500 | | | | | $ | 77,000 | | | | | $ | — | | | | | $ | 1,003,003 | | | | | $ | — | | | | | $ | 7,000,000 | | | | | $ | 726,032 | | | | | $ | 10,024,322 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 562,912 | | | | | $ | — | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 1,062.912 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 644,005 | | | | | $ | — | | | | | $ | — | | | | | $ | 250,000 | | | | | $ | — | | | | | $ | 894,005 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 646,050 | | | | | $ | — | | | | | $ | — | | | | | $ | 250,000 | | | | | $ | — | | | | | $ | 896,050 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 90,767 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 90,767 | | |
Total | | | | $ | 1,178,787 | | | | | $ | 39,500 | | | | | $ | 77,000 | | | | | $ | 1,943,734 | | | | | $ | 1,003,003 | | | | | $ | — | | | | | $ | 8,000,000 | | | | | $ | 726,032 | | | | | $ | 12,968,056 | | |
Termination Due to Disability | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary & Bonus(1) | | | Health Insurance Premiums(2) | | | Medical Reimbursement(3) | | | Account Balance Non-Qualified Plan(4) | | | Restricted Stock(5) | | | Stock Options | | | Accrued Vacation(6) | | | Total Disability Payments | | ||||||||||||||||||||||||
Edward K. Christian | | | | $ | 2,357,574 | | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | — | | | | | $ | 1,003,003 | | | | | $ | — | | | | | $ | 726,032 | | | | | $ | 4,319,609 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 375,275 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 459,663 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 442,724 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 60,511 | | |
Total | | | | $ | 2,357,574 | | | | | $ | 79,000 | | | | | $ | 154,000 | | | | | $ | 1,338,173 | | | | | $ | 1,003,003 | | | | | $ | — | | | | | $ | 726,032 | | | | | $ | 5,657,782 | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Clarke R. Brown, Jr. | | | | $ | 34,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 34,000 | | |
Timothy J. Clarke(2) | | | | $ | 43,500 | | | | | $ | — | | | | | $ | — | | | | | $ | 43,500 | | |
Roy F. Coppedge III | | | | $ | 34,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 34,000 | | |
G. Dean Pearce | | | | $ | 34,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 34,000 | | |
Gary G. Stevens(3) | | | | $ | 68,500 | | | | | $ | — | | | | | $ | 210(4) | | | | | $ | 68,710 | | |
Warren S. Lada | | | | $ | 34,000 | | | | | $ | — | | | | | $ | 14,116(4) | | | | | $ | 48,116 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||
Clarke R. Brown, Jr. | $ | 34,000 | $ | 17,238 | $ | — | $ | 51,238 | ||||||||
Timothy J. Clarke(2) | $ | 40,195 | $ | 17,680 | $ | — | $ | 57,875 | ||||||||
Roy F. Coppedge III | $ | 34,000 | $ | 17,238 | $ | — | $ | 51,238 | ||||||||
G. Dean Pearce | $ | 22,170 | $ | 6,851 | $ | — | $ | 29,021 | ||||||||
David B. Stephens(3) | $ | 15,135 | $ | — | $ | — | $ | 15,135 | ||||||||
Gary G. Stevens(5) | $ | 68,500 | $ | 34,918 | $ | 11,003 | (4) | $ | 114,421 |
Prior to September 1, 2017, Surtsey Media, LLC (“Surtsey Media”) owned the assets of television station KVCT in Victoria, Texas. Surtsey Media is a multi-media company 100%-owned by the daughter of Mr. Christian, our President, Chief Executive Officer and Chairman, through her ownership of Surtsey Productions, Inc. (“Surtsey Productions”), the parent of Surtsey Media. We operated KVCT under a Time Brokerage Agreement (“TBA”) with Surtsey Media which we entered into in May 1999. Under the FCC’s ownership rules, we were prohibited from owning or having an attributable or cognizable interest in this station. In January 2012, the TBA was amended. Pursuant to the amendment, (i) the term was extended nine years commencing from June 1, 2013, with rights to extend for two additional eight year terms, (ii) we paid Surtsey Media an extension fee of $27,950 upon execution of the amendment, (iii) the monthly fees payable to Surtsey Media were increased for each extension period, and (iv) we had an exclusive, assignable, option (the “KVCT Option”), while the TBA was in effect, to purchase all of the assets of station KVCT, subject to certain conditions, based on a formula. Under the amended TBA, during the first eight months of 2017, and during 2016 and 2015 we paid Surtsey Media fees of approximately $3,800, $3,900 and $3,800 per month, respectively, plus accounting fees and reimbursement of expenses actually incurred in operating the station. On May 9, 2017, as previously disclosed in our Form 8-K filed with the SEC on May 10, 2017, we assigned the KVCT Option to affiliates of SagamoreHill Midwest, LLC (collectively, the “Option Assignee”). Following this assignment, the Option Assignee exercised the KVCT Option and entered into an asset purchase agreement with Surtsey Media (the “SagamoreHill Purchase Agreement”). We guaranteed the performance of Surtsey Media’s obligations under the SagamoreHill Purchase Agreement to the Option Assignee. Effective September 1, 2017, the Option Assignee completed the purchase of the assets of KVCT from Surtsey Media (the “Television Sale”), at which time the TBA was terminated.
In March 2003, we entered into an agreement of understanding with Surtsey Media whereby we guaranteed up to $1,250,000 of the debt incurred by Surtsey Media in closing the acquisition of a construction permit for KFJX-TV station in Pittsburg, Kansas, a full power Fox affiliate serving Joplin, Missouri. In consideration for the guarantee, Surtsey Media entered into various agreements with us relating to the station, including a Shared Services Agreement, Technical Services Agreement, and Agreement for the Sale of Commercial Time and Broker Agreement (the “Station Agreements”). The station went on the air for the first time on October 18, 2003. Under the FCC’s ownership rules we were prohibited from owning or having an attributable or cognizable interest in this station. In January 2012, the Station Agreements were amended. Pursuant to the amendment, (i) the Broker Agreement and the Technical Services Agreement were terminated, (ii) the terms of the continuing Station Agreements were extended nine years commencing from June 1, 2013, with rights to extend for two additional eight year terms, (iii) we paid Surtsey Media $37,050 upon execution of the amendment, (iv) the monthly fees payable to Surtsey Media were increased for each extension period, and (v) we had an exclusive, assignable, option (“the “KFJX Option”), while the Agreement for the Sale of Commercial Time and Shared Services Agreement were in effect, to purchase all of the assets of Station KFJX subject to certain conditions, based on a formula, together with a payment of $1.2 million. Under the amended Station Agreements, during the first eight months of 2017, and during 2016 and 2015 we paid fees of approximately $5,200, $5,100 and $5,000 per month, respectively, plus accounting fees and reimbursement of expenses actually incurred in operating the station. We generally prepaid Surtsey quarterly for its estimated expenses. As part of the Television Sale, on May 9, 2017, we assigned the KFJX Option to the Option Assignee. Following this assignment, the Option Assignee exercised the KFJX Option and entered into the SagamoreHill Purchase Agreement. We guaranteed the performance of Surtsey Media’s obligations under the
SagamoreHill Purchase Agreement to the Option Assignee. As part of the completion of the Television Sale, the debt we guaranteed was paid in full and the amended Station Agreements were terminated.
Surtsey Productions leases office space in a building owned by us, and paid us rent of $3,000, $6,000, and $6,000 during the first eight months of the year ended December 31, 2017 prior to the Television Sale and the years ended December 31, 2016 and 2015, respectively.
Effective September 1, 2017, Saga South Communications LLC (formerly, Saga Quad States,States), our fully owned subsidiary, completed the acquisition from Apex Media Corporation, a South Carolina corporation (“AMC”), and Pearce Development, LLC f/k/a Apex Real Property, LLC, a South Carolina limited liability company (“ARP” and together with AMC, “Seller”), of substantially all of Seller’s assets related to the operation of certain radio and translator stations. The terms and closing conditions for the transaction are set forth in the Asset Purchase Agreement dated May 9, 2017 (the “Apex Agreement”) by and among Seller, Saga Quad States,South Communications, LLC, and, solely in his role as guarantor under the Apex Agreement, G. Dean Pearce. This acquisition was previously disclosed in our Form 8-K filed on May 10, 2017. Mr. Pearce is President of AMC and ARP, and currently serves on our Board of Directors. The purchase price under the Apex Agreement was $23,000,000.00, subject to certain purchase price adjustments, payable in cash. The purchase price was determined through arm’s-length negotiations, and was approved by our Board, and Finance and Audit Committee, in accordance with the requirements of our Corporate Governance Guidelines for the review of related party transactions. In connection with this transaction, we received 500 hours of service from New Pointe Systems, a subsidiary of Pearce Development, and agreed to provide 1,000 thirty second spots of airtime to Pearce Development. As of December 31,In 2017, we had used approximately 400 hours of service from New Pointe Systems, leaving us with approximatelyand used the remaining 100 hours remaining, and had approximatelyin 2018. Of the 1,000 thirty second spots of airtime leftwe agreed to provide to Pearce Development.Development, zero spots were provided in 2017, 2018, 2019, and 2020. As of December 31, 2020, the obligations from this agreement have been fulfilled. During 2017,2020, we also paid approximately $3,300$4,100 of rent per month to Pearce Development for our Hilton Head studio and office space, beginning September 1, 2017.
2020.
Stockholder
1.Purpose. The purpose of this Amendment (“Amendment”) to the Second Amended and Restated Saga Communications, Inc. 2005 Compensation Plan (the “Plan”) is to (i) extend the last day for making new grants and awards under the Plan by five (5) years, from September 6, 2018 to September 6, 2023, and (ii) increase the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock.
2.Capitalized Terms. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to them in the Plan.
3.Extended Date. Section 7.8(a) of the Plan is hereby amended and restated in its entirety to read as follows:
(a) The Board may terminate this Plan, or the granting of Awards under this Plan, at any time. No new grants or Awards shall be made under the Plan after September 6, 2023.
4.Authorized Shares. Section 1.5 of the Plan is hereby amended and restated in its entirety to read as follows:
1.5 Stock. The total number of shares available for grants and awards under this Plan shall be Six Hundred Twenty Thousand (620,000) shares of Class A Common Stock, and Three Hundred Seventy Thousand (370,000) shares of Class B Common Stock. Shares subject to any portion of a terminated, forfeited, cancelled or expired Award granted hereunder may again be subjected to grants and awards under the Plan as of the date of such termination, forfeiture, cancellation or expiration. The amounts in this Section 1.5 shall be adjusted, as applicable, in accordance with Article VI. If an Award is cancelled, any shares relating to the cancelled Award shall be counted towards this overall Plan limitation.
5.Ratification. Except as expressly amended by this Amendment, the Plan remains in full force and effect and is ratified, confirmed and restated.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 02STVF 1 U P X + Annual Meeting Proxy Card . C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + Change of Address — Please print your new address below. Comments — Please print your comments below. B Non-Voting Items A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. For Against Abstain 2. To approve Amendment of the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan. For Against Abstain 3. To ratify the appointment of UHY LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. IMPORTANT ANNUAL MEETING INFORMATION 1. To elect directors for the ensuing year and until their successors are elected and qualified. 01 - Clarke R. Brown, Jr. 04 - Roy F. Coppedge III 02 - Edward K. Christian 05 - G. Dean Pearce 03 - Timothy J. Clarke 06 - Gary Stevens For Withhold For Withhold For Withhold qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 13, 2018. Vote by Internet • Go to www.investorvote.com/SGA • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message
Annual Meeting of Stockholders – May 14, 2018 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned hereby appoints Edward K. Christian, Samuel D. Bush and Marcia K. Lobaito, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Saga Communications, Inc. Class A Common Stock, $.01 par value, which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held at the Company’s corporate offices, 73 Kercheval Avenue, Grosse Pointe Farms, Michigan on May 14, 2018 at 9:00 a.m. Eastern Daylight Time or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. (Continued and to be marked, dated and signed, on the other side) Proxy — SAGA COMMUNICATIONS, INC. Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 14, 2018. The Proxy Statement and the 2017 Annual Report to Shareholders are available at: www.edocumentview.com/SGA. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.