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November 5, 2014
| Sincerely, | |
 | |
| DANIEL S. JAFFEE | |
| President and Chief Executive Officer | |
12, 2017
2018;
4.
mail if you prefer.
| By Order of the Board of Directors, | |
 | |
| DOUGLAS A. GRAHAM | |
| Secretary | |
November 5, 2014
Important Notice Regarding
We are mailing you this
Why am I receiving these materials?
This Proxy Statement
| 2. | Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
2.
Who is entitledStatement and Annual Report are available at www.proxyvote.com. If you received a Notice and would like to vote atreceive a paper copy of the 2014 Annual Meeting?
proxy materials free of charge, please follow the instructions in the Notice.
| 4. | Who is entitled to vote at the 2017 Annual Meeting? |
. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and the Notice was forwarded to you by your broker or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the 2017 Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the 2017 Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.
| 1. | the election of |
| 2. | the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent auditor for the fiscal year ending July 31, |
| 3. | the approval, on an advisory basis, of the compensation of the named executive |
| 4. | the selection, on an advisory basis, of the frequency of future advisory votes on the compensation of the named executive officers; |
By mail
You may vote by completing, signing, dating and returning the enclosed proxy card(s) in the postage-paid envelope we have provided.
By telephone
You may vote by calling the telephone number on your proxy card. Please have your proxy card in hand when you call and use any touch-tone phone to transmit your voting instructions. Telephone voting for stockholders of record will be available until 11:59 p.m., Eastern Time, on December 8, 2014.
and (c) the selection, on an advisory basis, of the frequency of future advisory votes on the compensation of the named executive officers.
vote?
| 14. | How does a stockholder propose actions for consideration at next year’s annual meeting of stockholders? |
| 15. | Can I elect to receive future proxy solicitations via mail or online? |
| 16. | Why did I receive more than one package of proxy materials? |
| 17. | Can I receive future proxy statements, annual reports and certain other stockholder information in a single package per household? |
| 18. |
Pursuant to “e-proxy” rules adopted by the SEC, we are providing access to this Proxy Statement and our Annual Report on Form 10-K (collectively, “proxy materials”) by sending you this full set of proxy materials as well as a proxy card and by notifying you of the availability of our proxy materials on the Internet. SEC rules allow companies to avoid sending to their stockholders paper copies of their proxy materials if, instead, they furnish the proxy materials over the Internet and mail to their stockholders a Notice of Internet Availability of Proxy Materials. Companies, however, are not required to use a Notice of Internet Availability of Proxy Materials under e-proxy rules and, in lieu of doing so, may continue to send stockholders a full set of their proxy materials. In connection with the 2014 Annual Meeting, we have elected to continue using the full-set delivery option; however, any stockholder who has previously consented to receive electronic delivery of proxy materials will continue to receive the materials electronically. We plan to continue to monitor cost, stockholder participation and similar considerations as we assess the available options for distribution of our proxy materials in connection with future stockholder meetings.
| Who may solicit proxies? |
| 19. | Who pays for the cost of this proxy solicitation? |
| 20. |
This means that you have multiple accounts holding shares of Common Stock or Class B Stock. These may include accounts with our transfer agent, Computershare Investor Services, and accounts with a bank, broker or other nominee. Please complete, sign, date and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction form that you receive with each package of proxy materials to ensure that all of your shares are voted.
| What if I have additional questions not addressed here? |
Richard M. Jaffee Age 78 Director since 1958
Chairman of the Board of the Company
Mr. Jaffee received a degree from the University Of Wisconsin School Of Business in 1957. He received an honorary Doctor of Humane Letters degree from the Illinois Institute of Technology in 2001 and an honorary Doctor of Humane Letters degree from Rush University in 2013. He earned his CPA certificate from the State of Illinois in 1957 and worked briefly for the public accounting firm of Touche Niven, et al. After service as an officer in the United States Army, he joined the Company in 1958, becoming its president in 1960, a position he held until 1995. He served as Chief Executive Officer of the Company from 1962 until 1997. Mr. Jaffee retired as an employee of the Company in 2001. He has served as Chairman of the Board of the Company since 1962. Mr. Jaffee served as director of Harris Financial Corp., a subsidiary of Bank of Montreal, until his retirement from that board in May 2006. Harris Financial Corp. provides banking and related services to the Company on customary terms. From January 2008 to November 2013, Mr. Jaffee served as Chairman of the Board of Trustees of Rush University Medical Center and Chairman of its Executive Committee. He continues to serve on the Board of Trustees, the Executive Committee and other Rush board committees. He is a life trustee of the Illinois Institute of Technology, the Museum of Science and Industry and the Chicago History Museum. Mr. Jaffee has served on an SEC advisory committee on smaller public companies and on an advisory committee to the Chicago Federal Reserve. Mr. Jaffee is the father of Daniel S. Jaffee, who is a director and our President and Chief Executive Officer and who is also a nominee for director. Mr. Jaffee is also the father-in-law of Thomas F. Cofsky, one of our executive officers.
Mr. Jaffee brings to our Board of Directors more than 50 years of experience with the Company. He therefore has significant knowledge of all aspects of the Company’s business and the sorbent minerals industry. Mr. Jaffee also has had extensive experience in compliance with securities law and regulations. He was Chief Executive Officer of the Company at the time of its initial public offering and until 1997. He has also served on advisory committees to the SEC and the Chicago Federal Reserve. In his current roles with the Board of Trustees of Rush University Medical Center, he continues to be involved in board governance and oversight.
 | Richard M. Jaffee | Age 81 | Director since 1958 |
| Chairman of the Board of the Company | |||
| Mr. Jaffee received a degree from the University of Wisconsin School of Business in 1957. He received an honorary Doctor of Humane Letters degree from the Illinois Institute of Technology in 2001 and an honorary Doctor of Humane Letters degree from Rush University in 2013. He earned his CPA certificate from the State of Illinois in 1957 and worked briefly for the public accounting firm of Touche Niven, et al., a predecessor of Deloitte & Touche LLP. After service as an officer in the United States Army, he joined the Company in 1958, becoming its president in 1960, a position he held until 1995. He served as Chief Executive Officer of the Company from 1962 until 1997. Mr. Jaffee retired as an employee of the | |||
Company in 2001. He has served as Chairman of the Board of the Company since 1962. Mr. Jaffee served as director of the bank now known as BMO Harris Bank N.A. (“BMO Harris”) until his retirement from that board in May 2006. BMO Harris provides banking and related services to the Company on customary terms. From January 2008 to November 2013, Mr. Jaffee served as Chairman of the Board of Trustees of Rush University Medical Center and Chairman of its Executive Committee. He continues to serve on the Board of Trustees, the Executive Committee and other Rush board committees. He is a life trustee of the Illinois Institute of Technology, the Museum of Science and Industry and the Chicago History Museum. Mr. Jaffee has served on an SEC advisory committee on smaller public companies and on an advisory committee to the Chicago Federal Reserve. Mr. Jaffee is the father of Daniel S. Jaffee, who is a director and our President and Chief Executive Officer and who is also a nominee for director. Mr. Jaffee is also the father-in-law of Thomas F. Cofsky, one of our named executive officers. Mr. Jaffee brings to our Board of Directors nearly 60 years of experience with the Company. He therefore has significant knowledge of all aspects of the Company’s business and the sorbent minerals industry. Mr. Jaffee also has had extensive experience in compliance with securities law and regulations. He was Chief Executive Officer of the Company at the time of its initial public offering and until 1997. He has also served on advisory committees to the SEC and the Chicago Federal Reserve. In his current roles with the Board of Trustees of Rush University Medical Center, he continues to be involved in board governance and oversight. | |||
Daniel S. Jaffee Age 50 Director since 1992
President and Chief Executive Officer of the Company
Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee joined the Company in 1987 after a year with Price Waterhouse. He was a product manager in the Industrial and Agricultural divisions of the Company until 1989. In 1990, he became Chief Financial Officer of the Company, a position he held until 1995. From 1990 to 1995, he also held group vice presidential positions in the areas of Canadian and domestic operations, finance, management, information systems and consumer products. Mr. Jaffee became President of the Company in 1995 and Chief Executive Officer in 1997. He was Chief Operating Officer from 1995 to 1997. Mr. Jaffee received an M.B.A. from the Kellogg Graduate School of Management of Northwestern University in 2004. Mr. Jaffee’s civic activities include serving as a member of the Board of Directors of the Anti-Cruelty Society of Chicago and as a Trustee of the Chicago History Museum and involvement with Georgetown University. Mr. Jaffee is the son of Richard M. Jaffee, who is the Chairman of our Board of Directors and who is also a nominee for director. Mr. Jaffee is also the brother-in-law of Thomas F. Cofsky, one of our executive officers.
Mr. Jaffee’s individual qualifications include extensive strategic Company and sorbent minerals industry experience gained through his long service to the Company in various operational, management and executive positions. His deep knowledge of the sorbent minerals industry is augmented by the special perspective he brings to the Board as a third generation family stockholder. In addition, he is actively involved in the local community in an advisory role for several not-for-profit organizations, adding to his perspective on effective management and strategy for the long-term success of the Company.
J. Steven Cole Age 80 Director since 1981
President, Cole & Associates
Mr. Cole graduated from the University of Wisconsin in 1957. After serving as an officer in the United States Army, he received a master’s degree from the American Graduate School for International Business following graduate studies at the University of Michigan. He began his career at Abbott Laboratories in 1962. Later, he joined G.D. Searle and Company, where he became Vice President of the Asian and Canadian Divisions, a position he held until 1986. In 1986, Mr. Cole joined A.H. Robins Company, where he was a senior vice president responsible for all international operations until 1990. In 1990, he joined SAV-A-LIFE Systems, Inc., a firm selling specialty products to the dental and medical professions, where he served as President until 1994 and then Chairman of the Board until 2000. In 1990, Mr. Cole also became president of Cole & Associates, an international consulting firm. Mr. Cole is also a director of Aculux, Inc., IV Diagnostics, Inc. and Ocularis Inc.
Mr. Cole’s individual qualifications include broad experience in international business and product development. Mr. Cole’s expertise includes past leadership of various divisions of multi-national corporations with direct responsibility for international operations. In addition, Mr. Cole has served in a corporate governance role at another public company and is an “audit committee financial expert” within the meaning of SEC rules. He is an accomplished advisor to many companies and organizations, providing leadership in product development, general management and technical development and has contributed to efforts dedicated to reducing trade barriers to global businesses through his active involvement with trade associations.
 | Daniel S. Jaffee | Age 53 | Director since 1992 |
| President and Chief Executive Officer of the Company | |||
| Mr. Jaffee graduated from Georgetown University in 1986. Mr. Jaffee joined the Company in 1987 after a year with the accounting firm now known as PricewaterhouseCoopers LLP. He was a product manager in the Industrial and Agricultural divisions of the Company until 1989. In 1990, he became Chief Financial Officer of the Company, a position he held until 1995. From 1990 to 1995, he also held group vice presidential positions in the areas of Canadian and domestic operations, finance, management, information systems and consumer products. Mr. Jaffee became President of the Company in 1995 and Chief Executive Officer in 1997. He was Chief Operating Officer from 1995 to 1997. Mr. Jaffee received an M.B.A. from the | |||
Kellogg Graduate School of Management of Northwestern University in 2004. Mr. Jaffee’s civic activities include serving as a member of the Board of Directors of the Anti-Cruelty Society of Chicago and as a Trustee of the Chicago History Museum. He is also a member of the Board of Directors of Elkay Manufacturing Company (“Elkay”). Mr. Jaffee is the son of Richard M. Jaffee, who is the Chairman of our Board of Directors and who is also a nominee for director. Mr. Jaffee is also the brother-in-law of Thomas F. Cofsky, one of our named executive officers. Mr. Jaffee’s individual qualifications include extensive strategic Company and sorbent minerals industry experience gained through his long service to the Company in various operational, management and executive positions. His deep knowledge of the sorbent minerals industry is augmented by the special perspective he brings to the Board as a third-generation family stockholder. In addition, his experience on the Board of Directors of Elkay and his active involvement in the local community in advisory roles for several not-for-profit organizations add to his perspective on effective management and strategy for the long-term success of the Company. | |||
Joseph C. Miller Age 72 Director since 1989
Vice Chairman of the Board of the Company
Independent Consultant
Mr. Miller graduated from the West Virginia University School of Business in 1964. After serving as an officer in the United States Army, he joined Republic Steel Corporation in 1966. Mr. Miller served as president of Lowes, Inc., Inland Distributing and Whiteford Transportation Systems. He joined the Company in 1989 as Vice President of Corporate Planning and Marketing. He served as Group Vice President for Sales, Marketing and Distribution from 1990 to 1993. Mr. Miller was Senior Vice President for the Consumer, Industrial & Environmental and Transportation Groups of the Company from 1993 to 1995. He became Vice Chairman of the Board in 1995. Mr. Miller was an employee of the Company until 2000, when he became an independent consultant specializing in strategic planning. Mr. Miller is a member of the board of advisors of Global Access Point, Deluxe Sheet Metal, Inc., Kamterter Products, L. L. C. and Union Station Properties.
Mr. Miller’s individual qualifications include his leadership experience as chief executive and chief operating officer of several corporations, including prior sorbent minerals industry experience. In addition, he brings to the Board skills gained through his 11 years of employment with the Company in various operational, management and executive positions. He also serves on the advisory boards of several other companies and offers additional perspective gained through his experience as a strategic planning consultant.
Michael A. Nemeroff Age 51 Director since 2006
President and Chief Executive Officer, Vedder Price P.C.
Mr. Nemeroff received a bachelor’s degree from the State University of New York at Binghamton in 1985 and earned a J.D. from George Washington University in 1988. He joined the law firm of Vedder Price P.C. (“Vedder Price”) in 1988 and has been the Chairman of the firm’s Finance & Transaction Group and an equity shareholder since 1995. Since 1998, he has served on the firm’s Board of Directors. Since 2005, Mr. Nemeroff has served as President and CEO of Vedder Price and a member of the Executive Committee of the firm’s Board of Directors. Vedder Price regularly provides services to the Company. Mr. Nemeroff serves as a legal advisor to the G100, an elite international organization of leading Chief Executive Officers from Fortune 500 publicly traded corporations. He also serves as an Executive Committee and Board of Directors member of Chicago Children’s Choir, a not-for-profit organization making a difference in the lives of children through musical excellence, and as a Trustee of the Chicago History Museum.
Mr. Nemeroff’s individual qualifications include his expertise as a corporate and transactional attorney advising clients on corporate governance, mergers and acquisitions and executive compensation as well as the financial underpinnings of these complex practice areas. In addition, Mr. Nemeroff brings to the Board risk management, finance and business operations experience gained in the various management positions he has held at Vedder Price, including his nine years as President and Chief Executive Officer of that international law firm.
 | J. Steven Cole | Age 83 | Director since 1981 |
| President, Cole & Associates | |||
| Mr. Cole graduated from the University of Wisconsin in 1957. After serving as an officer in the United States Army, he received a master’s degree from the American Graduate School for International Business following graduate studies at the University of Michigan. He began his career at Abbott Laboratories in 1962. Later, he joined G.D. Searle and Company, where he became Vice President of the Asian and Canadian Divisions, a position he held until 1986. In 1986, Mr. Cole joined A.H. Robins Company, where he was a Senior Vice President responsible for all international operations until 1990. In 1990, he joined SAV-A-LIFE Systems, Inc., a firm selling specialty products to the dental and medical professions, where | |||
he served as President until 1994 and then Chairman of the Board until 2000. In 1990, Mr. Cole also became President of Cole & Associates, an international consulting firm. Mr. Cole is also a director of Aculux, Inc. and Ocularis Inc. Mr. Cole’s individual qualifications include broad experience in international business and product development. Mr. Cole’s expertise includes past leadership of various divisions of multi-national corporations with direct responsibility for international operations. In addition, Mr. Cole has served in a corporate governance role at another public company and is an “audit committee financial expert” under SEC rules. He is an accomplished advisor to many companies and organizations, providing leadership in product development, general management and technical development and has contributed to efforts dedicated to reducing trade barriers to global businesses through his active involvement with trade associations. | |||
Allan H. Selig Age 80 Director since 1969
Commissioner of Major League Baseball
President and Chairman of the Board, Selig Lease Company
Mr. Selig received a bachelor’s degree from the University of Wisconsin in 1956. After two years in the United States Army, Mr. Selig joined Selig Ford, Inc. He served as president of Selig Ford (which became Selig Chevrolet in 1982) from 1959 until 1990. Since 1970, he has served as Chairman of the Board and President of Selig Lease Company. Mr. Selig became President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, Inc. in 1970 and served in that capacity until 1998, when he was elected to the position of Commissioner of Major League Baseball. He also served as Chairman of the Executive Council of Major League Baseball from 1992 to 1998. Mr. Selig is a director of Marcus Corporation and a director emeritus of the Green Bay Packers. In addition, he is a director of the Greater Milwaukee Committee, the Milwaukee Club, the University of Wisconsin Foundation and Ixonia Bancshares, Inc. and a trustee of the Boys and Girls Clubs of Greater Milwaukee. He is a founder and vice chairman of Athletes for Youth and co-founder of the Child Abuse Prevention Fund.
Mr. Selig’s individual qualifications include sound judgment, integrity and business management skills gained through his management of several businesses, including his long tenure as Commissioner of Major League Baseball and as chief executive of the Milwaukee Brewers Baseball Club and his family’s automobile businesses. Mr. Selig’s unique ability to manage by consensus brought change and growth in baseball despite economic and political challenges both inside and outside of baseball. In addition, Mr. Selig is a community leader and an active advisor to several philanthropic organizations.
Paul E. Suckow Age 67 Director since 2005
Business Fellow and Adjunct Professor,
Finance and Economics, Villanova University
Mr. Suckow received a B.S. degree in economics from Bradley University in 1969 and earned an M.B.A. with a concentration in finance from Western Illinois University in 1973. He began his career in finance in 1973 with American National Insurance Company as a securities analyst. In 1975, he became a trust investment officer with First Hutchings-Sealy National Bank. From 1978 to 1981, he was Vice President, Investments, for Sun Insurance Services and from 1981 to 1985, Vice President and Portfolio Manager for Delaware Investment Advisers. From 1985 to 1992, Mr. Suckow was Executive Vice President and Director of Fixed Income Securities for Oppenheimer Management Corporation, and from 1993 to 1999, he served as Executive Vice President and Chief Investment Officer-Fixed Income for Delaware Investment Advisers, Inc. In 1999, he retired from the investment management industry and began a teaching career as a business fellow and adjunct professor of finance and economics at Villanova University. Since 1978, he has been a Chartered Financial Analyst and is a member of the CFA Institute.
Mr. Suckow’s individual qualifications include his financial literacy evidenced by his position as an adjunct professor of finance and economics and his many years of service in the financial and insurance services industries. In addition, Mr. Suckow has served on the advisory boards of many corporations and is an “audit committee financial expert” within the meaning of SEC rules.
 | Joseph C. Miller | Age 75 | Director since 1989 |
Vice Chairman of the Board of the Company Independent Consultant | |||
| Mr. Miller graduated from the West Virginia University School of Business in 1964. After serving as an officer in the United States Army, he joined Republic Steel Corporation in 1966. Mr. Miller served as President of Lowes, Inc., Inland Distributing and Whiteford Transportation Systems. He joined the Company in 1989 as Vice President of Corporate Planning and Marketing. He served as Group Vice President for Sales, Marketing and Distribution from 1990 to 1993. Mr. Miller was Senior Vice President for the Consumer, | |||
Industrial & Environmental and Transportation Groups of the Company from 1993 to 1995. He became Vice Chairman of the Board in 1995. Mr. Miller was an employee of the Company until 2000, when he became an independent consultant specializing in strategic planning. Mr. Miller is a member of the board of advisors of Kamterter Products, LLC. Mr. Miller’s individual qualifications include his leadership experience as chief executive and chief operating officer of several corporations, including prior sorbent minerals industry experience. In addition, he brings to the Board skills gained through his 11 years of employment with the Company in various operational, management and executive positions. He also serves on the advisory boards of several other companies and offers additional perspective gained through his experience as a strategic planning consultant. | |||
Lawrence E. Washow Age 61 Director since 2013
Chairman, First Bauxite Corporation
Board Member and Partner of Eudora Global, LLC
Mr. Washow received a bachelor’s degree from Miami University in Oxford, Ohio in 1975 and earned an M.B.A. from Kellogg Graduate School of Management of Northwestern University in 1981. Mr. Washow began his career at American Colloid Company (which subsequently became a subsidiary of AMCOL International Corporation, which is now Mineral Technologies Inc.) in the Personnel Department in 1978 and was thereafter promoted to Industrial Relations Manager. In 1986, he was picked to build and lead Chemdal International, a stand-alone subsidiary of AMCOL International Corporation. Mr. Washow became Chief Operating Officer of AMCOL International Corporation in 1998 and President and Chief Executive Officer of AMCOL International Corporation in 2000 and served in these positions and as a director of AMCOL International Corporation until 2010. In 2011, Mr. Washow began as a board member and now serves as Chairman of First Bauxite Corporation and as a board member and Partner of Eudora Global, LLC. He recently joined the Advisory Board of S&B Minerals.
Mr. Washow’s individual qualifications include his extensive global experience in minerals, mining, manufacturing and distribution. In addition, Mr. Washow is an “audit committee financial expert” within the meaning of SEC rules and brings to the Board his strong business acumen and broad experience in management, operations, public company governance and compliance obtained through the leadership positions, including president, chief executive officer and board member that he has held with public corporations.
 | Michael A. Nemeroff | Age 54 | Director since 2006 |
| President and Chief Executive Officer, Vedder Price P.C. | |||
Mr. Nemeroff received a bachelor’s degree from the State University of New York at Binghamton in 1985 and earned a J.D. from George Washington University in 1988. He joined the law firm of Vedder Price P.C. (“Vedder Price”) in 1988 and has been the Chairman of the firm’s Finance & Transaction Group and an equity shareholder since 1995. Since 1998, he has served on the firm’s Board of Directors. Since 2005, Mr. Nemeroff has served as President and CEO of Vedder Price and a member of the Executive Committee of the firm’s Board of Directors. Vedder Price regularly provides services to the Company. Mr. Nemeroff serves as a legal advisor to the G100, an elite international organization of leading chief executive | |||
officers from Fortune 500 publicly traded corporations. He also serves as an Executive Committee and Board of Directors member of Chicago Children’s Choir, a not-for-profit organization making a difference in the lives of children through musical excellence, a Trustee of the Chicago History Museum and Board Chair of The Wallis Annenberg Center for the Performing Arts in Beverly Hills, CA. Mr. Nemeroff’s individual qualifications include his expertise as a corporate and transactional attorney advising clients on corporate governance, mergers and acquisitions and executive compensation as well as the financial underpinnings of these complex practice areas. In addition, Mr. Nemeroff brings to the Board risk management, finance and business operations experience gained in the various management positions he has held at Vedder Price, including the position of President and Chief Executive Officer of that international law firm. | |||
 | George C. Roeth | Age 56 | Director since 2016 |
| President and Chief Executive Officer, Central Garden & Pet Company | |||
| Mr. Roeth received a Bachelor of Science in Business Administration from the University of California at Berkeley in 1983 and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University in 1987. From 1987 to 2014, Mr. Roeth held various positions at The Clorox Company (“Clorox”). Most recently, from 2013 to 2014, he served as Chief Operating Officer of Lifestyle, Household and Global Operating Functions of Clorox. Previously, he served as Senior Vice President and General Manager, during which time he was also Chairman of the Board for the Clorox and Procter & Gamble Glad Products Joint Venture. Prior to that, Mr. Roeth served in several senior-level | |||
marketing and operations roles at Clorox, including Senior Vice President and General Manager, Vice President of Growth and Marketing, and Vice President of Brand Development, among others. Following his retirement from Clorox in 2014, he served on the Gryphon Investors Executive Advisory Board, advising on investments in the consumer packaged goods business until 2016. In 2015, Mr. Roeth joined the Board of Directors of Central Garden & Pet Company (“Central Garden”) and was named President and Chief Executive Officer of that company in 2016. He also currently serves on the board of the East Oakland Youth Development Foundation. Mr. Roeth’s individual qualifications include his proven track record of delivering profitable growth in challenging and highly competitive business environments and his success in simultaneously driving global sales, lowering costs and improving customer satisfaction during his tenures at Clorox and Central Garden. He also brings to the Board his extensive experience in, and his comprehensive understanding of, the consumer products industry. | |||
 | Allan H. Selig | Age 83 | Director since 1969 |
Commissioner Emeritus of Major League Baseball President and Chairman of the Board, Selig Leasing Company Inc. | |||
| Commissioner Emeritus Selig received a bachelor’s degree from the University of Wisconsin in 1956. After two years in the United States Army, he joined Selig Ford, Inc. He served as President of Selig Ford (which became Selig Chevrolet in 1982) from 1959 until 1990. Since 1970, he has served as Chairman of the Board and President of Selig Leasing Company Inc. He became President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, Inc. in 1970 and served in that capacity until 1998, when he was elected to the position of | |||
Commissioner of Major League Baseball (“MLB”). He also served as Chairman of the Executive Council of MLB from 1992 to 1998. He now holds the position of Commissioner Emeritus of MLB following his retirement as Commissioner in January of 2015. He is a director of Marcus Corporation and a director emeritus of the Green Bay Packers, Inc. In addition, he is a director of the Greater Milwaukee Committee, the Milwaukee Club, the University of Wisconsin Foundation and Ixonia Bancshares, Inc. and a trustee of the Boys and Girls Clubs of Greater Milwaukee. He is a founder and vice chairman of Athletes for Youth and co-founder of the Child Abuse Prevention Fund. Mr. Selig’s most recent accomplishment was being inducted into the Baseball Hall of Fame on July 30, 2017 in Cooperstown, NY. Commissioner Emeritus Selig’s individual qualifications include sound judgment, integrity and business management skills gained through his management of several businesses, including his long tenure as MLB Commissioner and as Chief Executive Officer of the Milwaukee Brewers Baseball Club and his family’s automobile businesses. His unique ability to manage by consensus brought change and growth in baseball despite economic and political challenges both inside and outside of baseball. In addition, he is a community leader and an active advisor to several philanthropic organizations. | |||
 | Paul E. Suckow | Age 70 | Director since 2005 |
| Business Fellow and Adjunct Professor, Finance and Economics, Villanova University | |||
| Mr. Suckow received a B.S. degree in economics from Bradley University in 1969 and earned an M.B.A. with a concentration in finance from Western Illinois University in 1973. He began his career in finance in 1973 with American National Insurance Company as a securities analyst. In 1975, he became a trust investment officer with First Hutchings-Sealy National Bank. From 1978 to 1981, he was Vice President, Investments, for Sun Insurance Services and from 1981 to 1985, Vice President and Portfolio Manager for Delaware Investment Advisers, Inc. From 1985 to 1992, Mr. Suckow was Executive Vice President and Director of Fixed Income Securities for Oppenheimer Management Corporation, and from 1993 to 1999, | |||
he served as Executive Vice President and Chief Investment Officer-Fixed Income for Delaware Investment Advisers, Inc. In 1999, he retired from the investment management industry and began a teaching career as a business fellow and adjunct professor of finance and economics at Villanova University. Since 1978, he has been a Chartered Financial Analyst and is a member of the CFA Institute. Mr. Suckow’s individual qualifications include his financial literacy evidenced by his position as an adjunct professor of finance and economics and his many years of service in the financial and insurance services industries. In addition, Mr. Suckow has served on the advisory boards of many corporations and is an “audit committee financial expert” within the meaning of SEC rules. | |||
 | Lawrence E. Washow | Age 63 | Director since 2013 |
Chairman, First Bauxite Corporation Board Member and Partner of Eudora Global, LLC | |||
| Mr. Washow received a bachelor’s degree from Miami University in Oxford, Ohio and earned a Master of Business Administration from the Kellogg Graduate School of Management of Northwestern University. Mr. Washow began his career in 1978 at American Colloid Company (which subsequently became a subsidiary of AMCOL International Corporation (“AMCOL”), which is now Mineral Technologies Inc.) In 1986, he was picked to build and lead Chemdal International, a stand-alone subsidiary of AMCOL. Mr. Washow became Chief Operating | |||
Officer of AMCOL in 1998 and President and Chief Executive Officer of AMCOL in 2000 and served in these positions and as a director of AMCOL until 2010. In 2011, Mr. Washow became a board member, and now serves as Chairman, of First Bauxite Corporation. He also serves as a board member and partner of Eudora Global, LLC and is a member of the advisory board of Laviosa Minerals. In addition, he is a private investor and advisor for a number of early stage companies. Mr. Washow’s individual qualifications include his extensive global experience in minerals, mining, manufacturing and distribution. In addition, Mr. Washow is an “audit committee financial expert” within the meaning of SEC rules and brings to the Board his strong business acumen and broad experience in management, operations, public company governance and compliance obtained through the leadership positions, including president, chief executive officer and board member that he has held with public corporations. | |||
| Type of Fees | 2014 (Grant Thornton) | 2014 (PwC) | 2013 (PwC) | |||||||||
| Audit fees (1) | $ | 278,139 | $ | 437,768 | $ | 737,849 | ||||||
| Audit-related fees (2) | — | $ | 88,115 | — | ||||||||
| Tax fees (3) | ||||||||||||
| Tax compliance | — | $ | 268,313 | $ | 320,661 | |||||||
| Tax planning | — | $ | 39,356 | $ | 17,994 | |||||||
| Total | $ | 278,139 | $ | 833,552 | $ | 1,076,504 | ||||||
(1) Audit fees consist of fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.
(2) PwC’s audit-related fees in fiscal 2014 were fees related to the Company’s transition to Grant Thornton as its independent auditor and the acquisition of certain assets of MFM Industries, Inc. (the “MFM Acquisition”). See our Annual Report on Form 10-K for fiscal year 2014 for further information on the MFM Acquisition.
(3) Tax fees consist of fees for tax compliance and statutory filing preparation (“tax compliance”), and fees billed during those periods for tax planning and advice, both international and domestic (“tax planning”). The tax complianceother services consisted primarily of the preparation of original and amended tax returns, claims for refunds and support during any income tax audit or inquiry. The tax planning services consisted primarily of research and advice regarding the effect of new tax laws and regulations.
rendered by Grant Thornton.
| Type of Fees | 2017 | 2016 | ||
| Audit fees (1) | $604,380 | $503,666 | ||
| Tax fees (2) | $227,953 | $275,143 | ||
| Total | $832,333 | $778,809 | ||
| (1) | Audit fees consist of fees for audit services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. |
| (2) | Tax fees consist of fees for tax compliance and statutory filing preparation (“tax compliance”) and fees for tax planning and advice, both international and domestic (“tax planning”). The tax compliance services consisted primarily of the preparation of original and amended tax returns, claims for refunds and support during any income tax audit or inquiry. The tax planning services consisted primarily of research and advice regarding the effect of new tax laws and regulations. |
2017.
Stockholders last had the opportunity to cast an advisory vote on a “say-on-pay” proposal at the Company’s annual meeting of stockholders on December 9, 2014, at which time they approved the proposal by an affirmative vote of approximately 74% of shares cast.
partners.
Currently, a majority of our Board of Directors is comprised of independent directors, so we are only relying on exemptions (b) and (c) above.
| J. Steven Cole | Paul E. Suckow |
| Lawrence E. Washow | |
| Allan H. Selig | |
| (a) | receives direct compensation from the Company other than director annual retainers and meeting fees paid to current directors; |
| (b) | has any relationship with the Company or a third party that would preclude independence under the NYSE Corporate Governance Standards; or |
| (c) | has any other material relationship with the Company and its management. |
| Name | Audit | Compensation | Executive |
| J. Steven Cole | X | X | |
| Daniel S. Jaffee | X | ||
| Richard M. Jaffee | X* | ||
| Joseph C. Miller | X | ||
| Michael A. Nemeroff | X | ||
| Allan H. Selig | X* | ||
| Paul E. Suckow | X* | ||
| Lawrence E. Washow | X | ||
| Number of Meetings in Fiscal 2014 | 4 | 1 | 0 |
| * Chairman | |||
| Name | Audit | Compensation | Pension Plan | Retirement Plans | Executive | |||||
| J. Steven Cole | X | X | ||||||||
| Daniel S. Jaffee | X | |||||||||
| Richard M. Jaffee | X* | X* | X* | |||||||
| Joseph C. Miller | X | |||||||||
| Michael A. Nemeroff | X | |||||||||
| George C. Roeth | ||||||||||
| Allan H. Selig | X* | |||||||||
| Paul E. Suckow | X* | X | ||||||||
| Lawrence E. Washow | X | |||||||||
| Number of Meetings in Fiscal 2017 | 4 | 2 | 4 | 4 | — | |||||
| * Chairman | ||||||||||
Compensation Committee
Executive Committee
Our Executive Committee has all of the powers and authority of our Board of Directors in the management of our business and other affairs, subject only to any limitations provided for in our Certificate of Incorporation and Amended and Restated By-Laws (each as amended from time to time) or imposed by applicable law or the NYSE Corporate Governance Standards. Our Executive Committee does not have a written charter. Our Executive Committee did not hold any meetings during fiscal 2014 and historically has only exercised its authority to act on behalf of the Board of Directors in limited circumstances.
experience of Messrs. Jaffee, Cole, Miller and Selig.
These director candidate recommendation materials must be sent to the Corporate Secretary at Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213. Properly submitted stockholder recommendations will be given the same consideration and evaluated with the same criteria as internal recommendations.
The following table sets forth information about compensation paid to our directors for their service in fiscal 2014.
2017.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (2) | All Other | Total ($) | |||||||||||||||||||||
| Richard M. Jaffee | — | — | — | — | $ | 49,187 | $ | 240,000 | $ | 289,187 | ||||||||||||||||||
| Daniel S. Jaffee (3) | — | — | — | — | — | — | — | |||||||||||||||||||||
| J. Steven Cole | $ | 42,500 | — | — | — | — | — | $ | 42,500 | |||||||||||||||||||
| Joseph C. Miller | $ | 36,500 | — | — | — | — | — | $ | 36,500 | |||||||||||||||||||
| Michael A. Nemeroff | $ | 36,500 | — | — | — | — | — | $ | 36,500 | |||||||||||||||||||
| Allan H. Selig | $ | 41,000 | — | — | — | — | — | $ | 41,000 | |||||||||||||||||||
| Paul E. Suckow | $ | 59,000 | — | — | — | — | — | $ | 59,000 | |||||||||||||||||||
| Lawrence E. Washow | $ | 45,500 | — | — | — | — | — | $ | 45,500 | |||||||||||||||||||
(1) There were no option awards to directors in fiscal 2014. Option awards outstanding as of July 31, 2014 are shown in
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
| Richard M. Jaffee | $ | — | $ | — | $ | — | $ | — | $ | 98,805 | $ | 240,000 | $ | 338,805 | |||||||||||||||
| Daniel S. Jaffee (4) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| J. Steven Cole | $ | 44,000 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 102,830 | |||||||||||||||
| Joseph C. Miller | $ | 33,500 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 92,330 | |||||||||||||||
| Michael A. Nemeroff | $ | 33,500 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 92,330 | |||||||||||||||
| George C. Roeth | $ | 32,000 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 90,830 | |||||||||||||||
| Allan H. Selig | $ | 36,500 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 95,330 | |||||||||||||||
| Paul E. Suckow | $ | 62,000 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 120,830 | |||||||||||||||
| Lawrence E. Washow | $ | 42,500 | $ | 58,830 | $ | — | $ | — | $ | — | $ | — | $ | 101,330 | |||||||||||||||
| (1) | The amounts reported reflect the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For stock awards, the grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the award date. |
| (2) | There were no option awards to directors in fiscal 2017, and our directors did not hold any options to purchase shares of our Common Stock as of July 31, 2017. |
| (3) | The amount shown consists of earnings in excess of 120% of the applicable federal rate on the aggregate balances in our executive deferred compensation plan in which Richard M. Jaffee, Chairman of our Board of Directors, participates. Deferrals under this plan earn a return equal to our long-term cost of borrowing plus 1%. No director other than Mr. Richard Jaffee has elected to participate in this plan. |
| (4) | Directors who are also employees do not receive additional compensation for their service on our Board of Directors. See the Summary Compensation Table that is a part of the Executive Compensation section of this Proxy Statement for information regarding Mr. Jaffee’s compensation as our President and Chief Executive Officer. |
(2) The amount shown consists of earnings in excess of 120% of the applicable federal rate on the aggregate balances in our executive deferred compensation plan in which Richard M. Jaffee, Chairman of our Board of Directors, participates. A portion of the aggregate balances in this plan earns a rate of return of 2.5% in excess of Moody's Annual Average of Yields on Aaa bonds, while the remainder earns a return equal to our long-term cost of borrowing plus 1%. No director other than Mr. Jaffee has elected to participate in this plan. In fiscal 2014, Mr. Jaffee received distributions of $76,349 from his account in this plan associated with deferrals he made while an employee and officer of the Company.
(3) Directors who are also employees do not receive additional compensation for their service on our Board of Directors. See the Summary Compensation Table that is a part of the Executive Compensation section of this Proxy Statement for information regarding Mr. Jaffee’s compensation as our President and Chief Executive Officer.
| ü | Annual Election of All Directors. | ü | Confidential Voting. | |
| ü | Non-Management Directors Meet Regularly in Executive Session Without Management. | ü | A Majority of Board is Independent. | |
| ü | Regular Board and Audit Committee Self-Evaluation Process. The Board and the Audit Committee evaluates their performance each year. | |||
| ü | Board Meeting Attendance. Each director attended 100% of the meetings of the Board during the fiscal year. | |||
| ü | Board Meeting Agenda. All directors may contribute to the agenda for Board meetings. | ü | Qualifications of Audit Committee. All of the Audit Committee members are “financial experts,” as SEC rules define that term. | |
| ü | Special Meetings. Shareholders have the right to call special meetings. | |||
| ü | Shareholders May Take Action by Written Consent. | |||
| ü | Strong Codes of Ethics. We are committed to operating our business with the highest level of integrity and have adopted a Code of Ethics and Business Conduct that applies to all of our employees, officers and directors. | |||
For fiscal 2017, Mrs. Cofsky received a salary of $94,120 and an annual incentive bonus award of $24,707 and an executive deferred bonus award of $9,883 under our annual incentive plan.
has satisfied this requirement.
| AUDIT COMMITTEE | |
| Paul E. Suckow, Chairman | |
| J. Steven Cole | |
| Lawrence E. Washow | |
| Name | Principal Occupation for Last Five Years | Age |
| Daniel S. Jaffee (1) | President and Chief Executive Officer of the Company since 1997. | |
| Daniel T. Smith | Vice President, Chief Financial Officer of the Company since June 2012; Vice President, Chief Accounting Officer and Controller of the Company from February 2011 to May 2012; Vice President and Controller of the Company from 2001 to February 2011. | |
| Douglas A. Graham | Vice President, General Counsel and Secretary of the Company since March 2011; General Counsel of the Company since February | |
| Mark E. Lewry | Chief Operating Officer of the Company since | |
(1) Of the persons in this table, only Daniel S. Jaffee is also a director. Daniel S. Jaffee is the son of our Chairman of the Board, Richard M. Jaffee, and the brother-in-law of Thomas F. Cofsky, an executive officer of the Company.
(2) Thomas F. Cofsky is Daniel S. Jaffee’s brother-in-law and the son-in-law of our Chairman of the Board, Richard M. Jaffee.
| (1) | Of the persons in this table, only Mr. Daniel Jaffee is also a director. Mr. Daniel Jaffee is the son of our Chairman of the Board, Richard M. Jaffee. |
2017 Compensation Results:
Our fiscal 20142017 corporate financial performance didmet the threshold for payment of a performance-based cash incentive award, cash incentive awards were paid to eligible employees not meetexempt from the overtime provisions of FLSA (“non-exempt employees”) at 100% of target bonus.
2018 from $650,000 to $700,000, an increase of approximately 7.7%, to better reflect our Compensation Committee’s view of compensation for similarly situated executives and our CEO’s contributions to the Company.
| What We Do | What We Don’t Do |
Performance-based compensation - We emphasize performance-based compensation in our pay mix. Compensation based on both annual and long-term goals - Our CEO’s cash and equity awards are contingent on meeting annual and long-term goals, and we provide longer-term incentives to executive officers to remain with the Company and contribute to our growth. Cap on potential payout under our annual incentive plan - Awards under our annual incentive plan are capped at 200% of target bonus. Discretion to adjust awards - Our Compensation Committee and our CEO have discretion to adjust performance-based awards if such adjustments would be appropriate based upon our interests and the interests of our stockholders. | Employment agreements - We do not generally enter into written employment with our executive officers. Severance arrangements - We do not have a prospective severance plan or prospective severance agreements with our executive officers. Change in control payments - None of our executive officers are entitled to any payment or accelerated benefit upon change in control unless such benefits are provided for in compensation plans that apply to all participants in those plans. No excessive perquisites - Consistent with a focus on performance, we do not offer excessive perquisites. Payout of incentive awards solely on individual criteria - We do not pay incentive awards solely for achieving individual or department performance criteria but instead measure performance against a company-wide target to emphasize a focus on teamwork and collaboration. |
| * |
At its September 2017. 1 but less than 2 100% Other Salary:Salarymanagersexecutive officers who reported to him or to our Chief Operating Officer (“COO”) during the fiscal year, including executive officers other than himself.year. Any increases are generally based upon the individual’s performance during the previous year and/or any significant change in responsibilities for the upcoming year. Our Compensation Committee reviews the reasonableness of any proposed changes in base salary and the total compensation package provided to our executive officers. In conducting its review and making its determinations, our Compensation Committee reviews a three-year history of base salary, cash incentive bonus targets and payouts, and gains on equity awards, prepared by our human resources staff. During the fiscal year, our CEO may change the base salary of the managersexecutive officers who report to him, or our COO, including our executive officers, without prior approval of our Compensation Committee, due to significant changes in the individual’s responsibilities, to be competitive in the market or for other business reasons. Our CEO exercised this authority during fiscal 20142017 as shown below.262014,2017, changes in base salary for the named executive officers were as follows:Name Type of Change $ of Change (1) % of Change (2) Daniel S. Jaffee (3) Merit Increase $ 25,000 4.76 % Daniel T. Smith Merit/Market Increase $ 15,000 7.14 % Thomas F. Cofsky Merit Increase $ 4,000 1.60 % Mark E. Lewry None — — Paul D. Ziemnisky Jr. None — — (1) The “$ of Change” is the difference in dollars between the base salary in effect at July 31, 2013 (the end of fiscal 2013) and the base salary in effect at the end of fiscal 2014. Not all of the salary adjustments were effective at the beginning of fiscal 2014; some were effective later in the fiscal year.(2) The “% of Change” is the dollar change as a percent of base salary in effect at the end of fiscal 2013.(3) As noted above, our Compensation Committee determines the base salary and other compensation to be paid to our CEO.Name Type of Change Daniel S. Jaffee (3) Merit/Market Increase $ 54,920 9.23% Daniel T. Smith Merit Increase $ 10,000 4.00% Thomas F. Cofsky (4) Merit Increase $ 5,180 2.00% Douglas A. Graham Merit Increase $ 10,000 4.00% Mark E. Lewry Merit Increase $ 15,000 4.17% Michael A. McPherson Promotion $ 29,844 17.54% (1) The “$ of Change” is the difference in dollars between the base salary in effect at July 31, 2016 (the end of fiscal 2016) and the base salary in effect at the end of fiscal 2017. Not all of the salary adjustments were effective at the beginning of fiscal 2017; some were effective later in the fiscal year. (2) The “% of Change” is the dollar change as a percent of base salary in effect at the end of fiscal 2016. (3) As noted above, our Compensation Committee determines the base salary and other compensation to be paid to our CEO. (4) See footnote 6 to the Summary Compensation Table. and Deferred Incentive Compensation:Planaward.award, as described further below. As part of its annual review of executive compensation, our Compensation Committee sets the bonus opportunity as a percent of base salary for our CEO and determines the reasonableness of the bonus opportunity proposed by our CEO for our other executive officers.Compensation:Plan:A. B. Threshold $ 13,817,000 25 % Target $ 18,677,000 100 % Maximum $ 24,833,000 200 % Bonus Opportunity as a % of Base Salary Threshold Target Maximum Cash Bonus Cash Bonus Defer Bonus Total Bonus Cash Bonus Defer Bonus Total Bonus Cash Bonus Defer Bonus Total Bonus Daniel S. Jaffee (3) 12.50 % 37.50 % N/A 37.50 % 50.00 % N/A 50.00 % 100.00 % N/A 100.00 % Daniel T. Smith 8.75 % 26.25 % 15.00 % 41.25 % 35.00 % 20.00 % 55.00 % 70.00 % 40.00 % 110.00 % Thomas F. Cofsky (4) 10.00 % 30.00 % 15.00 % 45.00 % 40.00 % 20.00 % 60.00 % 80.00 % 40.00 % 120.00 % Douglas A. Graham 8.75 % 26.25 % 9.00 % 35.25 % 35.00 % 12.00 % 47.00 % 70.00 % 24.00 % 94.00 % Mark E. Lewry 10.00 % 30.00 % 15.00 % 45.00 % 40.00 % 20.00 % 60.00 % 80.00 % 40.00 % 120.00 % Michael A. McPherson (5) 8.54 % 25.63 % 11.25 % 36.88 % 34.17 % 15.00 % 49.17 % 68.34 % 30.00 % 98.34 % (1) The threshold for payment of a cash bonus was adjusted pre-tax, pre-bonus income corresponding to the achievement of 84% of our fiscal 2017 adjusted corporate budget. That achievement level would result in payment of 25% of target cash bonus. No executive deferred bonus would be awarded at that level of performance. (2) The threshold for earning of an executive deferred bonus award was adjusted pre-tax, pre-bonus income corresponding to the achievement of 95% of our fiscal 2017 adjusted corporate budget. That achievement level would result in an award of 75% of target bonus for both cash and executive deferred bonuses. (3) At the request of Mr. Jaffee, he was not eligible for an executive deferred bonus award for fiscal 2017. (4) See footnote 6 to the Summary Compensation Table. (5) The percentages for Mr. McPherson are blended rates calculated pro rata from the rates applying before and after his promotion in October 2016. other applicable levels. In addition,executive deferred bonus award portion of our annual incentive plan for 2017, our Compensation Committee considered the dollar value of an executive deferred bonus award that he would have received had he been a participant in that portion of our annual incentive plan as a reference in awarding him a cash award equal to 105% of target bonus in order to provide him with a comparable award during its meeting on September 8, 2017. The award fulfills the intention of the Compensation Committee, stated at its September 9, 2016 meeting, to grant Mr. Jaffee an award equal to the executive deferred bonus award that he would have received had he not chosen to be excluded from that portion of our annual incentive plan for fiscal 2017. the discretion to adjust the performance measures, targets and payout ranges used for incentive purposes if our CEO determines such change is desirable in the interest of equitable treatment of our employees and the Company as a result of, among other things, extraordinary or nonrecurring events, a corporate reorganization or any other change in circumstances or event; provided, however, that in no event may any employee receive a bonus greater than 200% of target under the plan. DueOur CEO may also exercise discretion in determining the incentive bonus to a variety of factors, including the Company’s top-line financial performance in fiscal 2014 and the occurrence of certain events (e.g., the integration of our acquisition of MFM private label cat litter assets, the opening of our China subsidiary, and the expansion of our lightweight branded cat litter products), and after consulting with our CFO, our Chairman of the Board and each member of our Compensation Committee, our CEO used such discretionary authority for fiscal 2014 to pay a bonusbe paid under our annual incentive plan to any employee, including our executive officers (except himself), by:approximatelycorporate financial performance bonus earned by up to 25 percentage points, subject to limitations specified in our annual incentive plan. For example, if according to the corporate financial performance measure 75% of the corporate financial performance bonus has been earned, our CEO may adjust an individual participant’s percent of corporate financial performance bonus earned to as little as 50% or as much as 100%.employees.27Deferred Incentive Compensation: Our annual incentive plan also provides the opportunity for our senior managers, including our executive officers, to earn an executive deferred bonus award. This award is designed to reward and retain talented executives. Payment of executive deferred bonus awards is deferred until the vesting date established for each fiscal year’s award. The annual incentive plan also provides for payout of executive deferred bonus awards upon death, retirement, disability or a change in control of the Company. We have established bookkeeping accounts for all executive deferred bonus awards, which earn interest at a rate equal to our long-term cost of borrowing plus 1%. At the request of each of our CEO and our Vice President of Manufacturing, neither was eligible for an executive deferred bonus award for fiscal 2014. All of our other executive officers were eligible. Executive deferred bonuses, if awarded for fiscal 2014 performance, would be deferred and paid in full at the end of three years (July 31, 2017) provided the executive is still employed by us at that time. Our annual incentive plan gives our CEO the discretion to adjust the performance measures, targets and payout ranges used for executive deferred bonus purposes if our CEO determines such change is desirable in the interest of equitable treatment of our employees and the Company as a result of, among other things, extraordinary or nonrecurring events, a corporate reorganization or any other change in circumstances or event; provided, however, that in no event may any employee receive a bonus greater than 200% of target under the plan. Our adjusted, pre-tax, pre-bonus income for fiscal 2014 resulted in no executive deferred bonus awards to our executive officers.Operation of the Annual Incentive Plan: At the beginning of each fiscal year, our CEO presents to our Compensation Committee his proposal for the performance measures that will determine the calculation of the incentive bonus for that year, along with specific performance targets and payout ranges. Our CFO, Vice President of Human Resources and Vice President of Compensation and Benefits may each participate in this presentation as well. Our Compensation Committee reviews these performance measures, targets and payout ranges and determines their reasonableness as they relate to the total compensation of our executive officers.For fiscal 2014, the performance measure under the annual incentive plan was our adjusted pre-tax, pre-bonus income as compared with pre-tax, pre-bonus income specified in our fiscal 2014 annual incentive plan. Our adjusted pre-tax, pre-bonus income for fiscal 2014 was determined by adjusting pre-tax income as shown in our fiscal 2014 audited consolidated financial statements as follows: (i) adding the entire amount of annual incentive plan bonus, both cash and executive deferred, awarded for fiscal 2014; and (ii) subtracting the amortization for prior years’ executive deferred bonus awards. As a result of these adjustments, the financial performance measure under the annual incentive plan takes into consideration the full amount of any executive deferred bonus in the fiscal year for which it is awarded, rather than amortizing that bonus over its vesting period.Under that performance measure and after the effect of the adjustments described above, exempt employees including our executive officers, would earn bonuses as shown below: Adjusted Pre-Tax
Pre-Bonus
Income % of Target
Bonus Earned Threshold $ 16,857,000 25 % Target $ 22,801,000 100 % Maximum $ 30,319,000 200 % Additional targets were also specified. If performance fell between two of the specified targets, the target bonus payment percentage would be prorated. No executive deferred bonus was(and up to be awarded unless 95% of target bonus was earned. Non-exempt employees would earn 100% of target bonus if payout were made at any of the levels listed above.28The bonus opportunity for fiscal 2014 as a percent of base salary for the named executive officers is shown below: Bonus Opportunity as a % of Base Salary Threshold Target Maximum Cash Only
(1) Deferred
(2) Cash Bonus Cash Bonus Defer Bonus Total Bonus Cash Bonus Defer Bonus Total Bonus Cash Bonus Defer Bonus Total Bonus Daniel S. Jaffee (3) 12.50% 37.50% N/A 37.50% 50.00% N/A 50.00% 100.00% N/A 100.00% Daniel T. Smith 8.75% 26.25% 15.00% 41.25% 35.00% 20.00% 55.00% 70.00% 40.00% 110.00% Thomas F. Cofsky (3) 10.00% 30.00% N/A 30.00% 40.00% N/A 40.00% 80.00% N/A 80.00% Mark E. Lewry (4) 10.00% 30.00% N/A 30.00% 40.00% N/A 40.00% 80.00% N/A 80.00% Paul D. Ziemnisky Jr. 8.75% 26.25% 11.25% 37.50% 35.00% 15.00% 50.00% 70.00% 30.00% 100.00% (1) The threshold for payment of a cash bonus was adjusted pre-tax, pre-bonus income corresponding to the achievement of 84% of our fiscal 2014 annual incentive plan. That achievement level would result in payment of 25% of target cash bonus. No executive deferred bonus would be awarded at that level of performance.(2) The threshold for earning of an executive deferred bonus award was adjusted pre-tax, pre-bonus income corresponding to the achievement of 95% of our fiscal 2014 annual incentive plan. That achievement level would result in an award of 75% of target bonus for both cash and executive deferred bonuses.(3) At the request of each of Messrs. Jaffee and Cofsky, neither was eligible for an executive deferred bonus award for fiscal 2014.(4) Mr. Lewry became eligible for an executive deferred bonus effective August 1, 2014.Our fiscal 2014 corporate financial performance did not meet the threshold for payment of a performance-based cash incentive award. Therefore, our adjusted, pre-tax, pre-bonus income resulted in no cash incentive bonuses being paid to eligible exempt employees, including our executive officers. However, as described above, for fiscal 2014, our CEO used the discretionary authority granted to him under our annual incentive plan to pay a bonus of approximately 25% of the total dollar amount of the overall target bonus pool for all employees. Similarly, at its September 18, 2014 meeting,non-exempt employees) if the Company fails to achieve the minimum performance otherwise required for payment of an award.set the cash incentive bonus paidmay, for a specific fiscal year, grant to our CEO to $2,000. In addition, our fiscal 2014 corporate financial performance did not meet the threshold level for earning executive deferred bonus awards.Annual cash and executive deferred bonus awards are shown in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.”In addition to the discretionary authority of our CEO described above to adjustmake additional adjustments to the performance measures, targets and payout ranges, for our employees generally, our CEO may also exercise discretion in determining the incentive bonusor awards to be paid under the annual incentive plan to any employee,individual participants, including our executive officers, (except himself), by:
provided that in no event will our CEO be granted authority to make total awards to any participant which exceed 200% of the participant’s target bonus.29·Increasing or decreasing any participant’s percent of corporate financial performance bonus earned by up to 25 percentage points, subject to limitations specified in the annual incentive plan. For example, if according to the corporate financial performance measure 75% of the corporate financial performance bonus has been earned, our CEO may adjust an individual participant’s percent of corporate financial performance bonus earned to as little as 50% or as much as 100%.·Adjusting individual executive deferred bonus awards downward or upward, based on the participant’s individual performance and/or the performance of the participant’s department or division.·Awarding a bonus under the annual incentive plan of up to 25% of the total dollar amount of the overall target bonus pool for all exempt employees (and up to 100% of the total dollar amount of the overall target bonus pool for all non-exempt employees) if the Company fails to achieve the minimum performance otherwise required for payment of an award.18, 20148, 2017 meeting, our Compensation Committee also reviewed the annual incentive plan performance measure and targets suggested by our CEO for the fiscal year beginning August 1, 2014 (“fiscal 2015”).2018. The performance measure continues to be corporate financial performance as measured by achievement of target pre-tax, pre-bonus income as specified in theour fiscal 20152018 annual incentive plan. Annual incentive plan target pre-tax, pre-bonus income for fiscal 20152018 will be determined by adjusting pre-tax income as shown in our fiscal 20152018 audited consolidated financial statements in the same manner as described above for fiscal 2014.Benefits:Benefits·Defined benefit pension plan;·Supplemental executive retirement plan (“SERP”);·Defined contribution retirement plan; and·Executive deferred compensation plan.·Defined benefit pension plan: All U.S.-based employees participate in our Company-funded defined benefit pension plan. For salaried employees, the pension plan provides for pension benefits based on credited years of service and certain cash compensation (principally, base salary and commissions) earned during the highest paid consecutive five years during the last 10 years of employment. Our hourly-paid manufacturing employees also participate, but with a different pension benefit formula.·SERP: Our SERP provides benefits that would have been provided under our pension plan absent the Internal Revenue Code of 1986, as amended (the “Code”), limitations on benefits and on compensation for purposes of calculating benefits, offset by the actual pension benefits. Benefits under the SERP will be paid from our general assets. All employees whose pension plan benefits are limited by the Code will participate in the SERP. Currently, our CEO is the only participant.·Defined contribution retirement plan: All U.S.-based employees are eligible to participate in our 401(k) retirement savings plan. Employees may contribute from 2% to 50% of eligible compensation on a tax-deferred basis, subject to Code limits. We make a matching contribution of $0.50 for each $1.00 of the first 4% of compensation that employees contribute. For employees that were hired prior to May 1, 2012, our matching contribution is immediately vested. For employees that were hired on or after May 1, 2012, the Company’s matching contribution vests in accordance with the following schedule:30Years
of Service
Matching Contribution20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 20%40%60%80%·Executive deferred compensation plan: We provide an executive deferred compensation plan to assist executives and non-employee directors in saving for retirement or other financial needs. All executive officers are eligible to participate in this plan. Participating executives may defer up to 50% of base salary and 100% of annual incentive bonus into the plan. We make no contributions. Executives’ deferrals earn interest at a rate equal to our long-term cost of borrowing plus 1%.·Summary Compensation Table:Other Compensation” column of that table.·Pension Benefits Table: The present value of the accumulated benefits under the pension plan and the SERP is shown in the “Present Value of Accumulated Benefits” column of the Pension Benefits Table.·Nonqualified Deferred Compensation Table: Contributions by the named executive officers to our executive deferred compensation plan are shown in the “Executive Contributions in Last Fiscal Year” column of the Nonqualified Deferred Compensation Table. Earnings on balances in that plan are included in the “Aggregate Earnings in Last Fiscal Year” column of that table.Benefits:Compensation” column of that table.
Long-Term Equity Incentives:Incentives
the prior fiscal year, or has met cumulative performance expectations since the date of the initial award. The Compensation Committee confirmed that Mr. Jaffee met the required performance requirements for fiscal 2016 and fiscal 2017, and therefore, 50,000 shares have vested.
Tax and Accounting Implications
in a manner consistent with the best interests of the Company and its stockholders.
| COMPENSATION COMMITTEE | |
| Allan H. Selig, Chairman | |
| Joseph C. Miller | |
| Michael A. Nemeroff | |
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||||||||
| Daniel S. Jaffee | 2014 | $ | 550,000 | — | — | — | $ | 2,000 | $ | 244,325 | $ | 58,449 | $ | 854,774 | ||||||||||||||||||||||
| President and Chief | 2013 | $ | 525,000 | — | $ | 249,543 | — | $ | 525,000 | $ | (51,153 | ) | $ | 69,081 | $ | 1,317,471 | ||||||||||||||||||||
| Executive Officer | 2012 | $ | 500,000 | — | $ | 89,447 | — | $ | 250,000 | $ | 314,058 | $ | 76,933 | $ | 1,230,438 | |||||||||||||||||||||
| Daniel T. Smith | 2014 | $ | 212,500 | — | — | — | $ | 2,000 | $ | 34,331 | $ | 14,482 | $ | 263,313 | ||||||||||||||||||||||
| Vice President, Chief | 2013 | $ | 201,667 | — | $ | 26,300 | — | $ | 221,833 | $ | 2,874 | $ | 7,594 | $ | 460,268 | |||||||||||||||||||||
| Financial Officer | 2012 | $ | 181,667 | — | — | — | $ | 82,059 | $ | 45,844 | $ | 5,429 | $ | 314,999 | ||||||||||||||||||||||
| Thomas F. Cofsky | 2014 | $ | 253,667 | — | — | — | $ | 2,000 | $ | 97,365 | $ | 21,776 | $ | 374,808 | ||||||||||||||||||||||
| Vice President of | 2013 | $ | 249,167 | — | $ | 133,102 | — | $ | 199,333 | $ | (10,414 | ) | $ | 20,868 | $ | 592,056 | ||||||||||||||||||||
| Manufacturing | 2012 | $ | 238,525 | — | $ | 96,258 | — | $ | 95,410 | $ | 131,425 | $ | 16,804 | $ | 578,422 | |||||||||||||||||||||
| Mark E. Lewry (5) | 2014 | $ | 101,154 | — | $ | 403,080 | — | $ | 2,000 | $ | 1,788 | $ | 4,395 | $ | 512,417 | |||||||||||||||||||||
| Chief Operating | ||||||||||||||||||||||||||||||||||||
| Officer | ||||||||||||||||||||||||||||||||||||
| Paul D. Ziemnisky Jr. (6) | 2014 | $ | 189,404 | — | $ | 351,100 | — | $ | 2,000 | $ | 7,445 | $ | 9,200 | $ | 559,149 | |||||||||||||||||||||
| Vice President, General | ||||||||||||||||||||||||||||||||||||
| Manager, Consumer | ||||||||||||||||||||||||||||||||||||
| Packaged Goods | ||||||||||||||||||||||||||||||||||||
(1) The amounts reported reflect the grant date fair value of awards computed in accordance with ASC 718. For stock awards, the grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the award date. For option awards, the grant date fair value is the number of shares granted multiplied by the Black Scholes value. The assumptions used in the Black Scholes calculation are disclosed in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2014. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. There were no new option awards to the named executive officers during fiscal 2014.
(2) The 2014 amounts reflect a $2,000 discretionary cash award and 0% of executive deferred bonuses under our annual incentive plan for fiscal 2014. Cash bonuses earned are paid following completion of the specified fiscal year. Executive deferred bonuses are awarded based on performance during the specified fiscal year and generally vest (become payable) according to a vesting schedule established by our Compensation Committee for each fiscal year's award as described under “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation.”
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | |||||||||||||||||||||||||
| Daniel S. Jaffee | 2017 | $ | 650,000 | $ | — | $ | — | $ | — | $ | 477,750 | $ | 135,611 | $ | 84,944 | $ | 1,348,305 | |||||||||||||||||
| President and Chief | 2016 | $ | 595,080 | $ | — | $ | 3,585,250 | $ | — | $ | 624,834 | $ | 433,108 | $ | 88,384 | $ | 5,326,656 | |||||||||||||||||
| Executive Officer | 2015 | $ | 563,875 | $ | — | $ | — | $ | — | $ | 197,356 | $ | 201,544 | $ | 46,851 | $ | 1,009,626 | |||||||||||||||||
| Daniel T. Smith | 2017 | $ | 259,167 | $ | — | $ | — | $ | — | $ | 149,669 | $ | 98,022 | $ | 16,831 | $ | 523,689 | |||||||||||||||||
| Vice President, Chief | 2016 | $ | 248,333 | $ | — | $ | 177,975 | $ | — | $ | 204,875 | $ | 116,434 | $ | 16,638 | $ | 764,255 | |||||||||||||||||
| Financial Officer | 2015 | $ | 225,833 | $ | — | $ | — | $ | — | $ | 55,329 | $ | 50,912 | $ | 11,355 | $ | 343,429 | |||||||||||||||||
| Thomas F. Cofsky (6) | 2017 | $ | 263,748 | $ | — | $ | — | $ | — | $ | 171,161 | $ | 60,102 | $ | 18,761 | $ | 513,772 | |||||||||||||||||
| Vice President of | 2016 | $ | 256,083 | $ | — | $ | 23,730 | $ | — | $ | 230,475 | $ | 150,628 | $ | 19,963 | $ | 680,879 | |||||||||||||||||
| Manufacturing-Industrial | 2015 | $ | 254,000 | $ | — | $ | — | $ | — | $ | 64,400 | $ | 70,381 | $ | 18,825 | $ | 407,606 | |||||||||||||||||
| Douglas A. Graham | 2017 | $ | 255,000 | $ | — | $ | — | $ | — | $ | 125,843 | $ | 26,928 | $ | 13,260 | $ | 421,031 | |||||||||||||||||
| Vice President, General | 2016 | $ | 245,000 | $ | — | $ | 11,865 | $ | — | $ | 172,725 | $ | 46,300 | $ | 14,049 | $ | 489,939 | |||||||||||||||||
| Counsel and Secretary | 2015 | $ | 225,000 | $ | — | $ | — | $ | — | $ | 55,125 | $ | 19,322 | $ | 13,426 | $ | 312,873 | |||||||||||||||||
| Mark E. Lewry | 2017 | $ | 375,000 | $ | — | $ | — | $ | — | $ | 236,250 | $ | 47,954 | $ | 26,148 | $ | 685,352 | |||||||||||||||||
| Chief Operating | 2016 | $ | 360,000 | $ | — | $ | — | $ | — | $ | 324,000 | $ | 42,192 | $ | 23,011 | $ | 749,203 | |||||||||||||||||
| Officer | 2015 | $ | 350,000 | $ | — | $ | — | $ | — | $ | 98,000 | $ | 23,621 | $ | 25,429 | $ | 497,050 | |||||||||||||||||
| Michael A. McPherson | 2017 | $ | 197,513 | $ | — | $ | 136,760 | $ | — | $ | 108,722 | $ | 29,540 | $ | 14,187 | $ | 486,722 | |||||||||||||||||
| Chief Development | 2016 | $ | 168,371 | $ | — | $ | — | $ | — | $ | 101,022 | $ | 45,459 | $ | 9,979 | $ | 324,831 | |||||||||||||||||
| Officer | 2015 | $ | 163,200 | $ | — | $ | — | $ | — | $ | 28,560 | $ | 22,135 | $ | 9,531 | $ | 223,426 | |||||||||||||||||
| (1) | The amounts reported reflect the grant date fair value of awards computed in accordance with ASC 718. The grant date fair value is the number of shares granted multiplied by the closing price of our Common Stock on the award date. The grant date fair value of an award reflects the accounting expense and may not represent the actual value that will be realized. |
| (2) | There were no new option awards to the named executive officers during fiscal 2017. |
(3) The amounts shown in this column for fiscal 2014 are described in the following table:
Change in Pension Value and Nonqualified Deferred Compensation Earnings Table
| Name | Change in Pension Value ($) (A) | Nonqualified Deferred Compensation Earnings ($) (B) | Total | |||||||||
| Daniel S. Jaffee | $ | 235,003 | $ | 9,322 | $ | 244,325 | ||||||
| Daniel T. Smith | $ | 26,698 | $ | 7,633 | $ | 34,331 | ||||||
| Thomas F. Cofsky | $ | 89,273 | $ | 8,092 | $ | 97,365 | ||||||
| Mark E. Lewry | $ | 1,788 | — | (C) | $ | 1,788 | ||||||
| Paul D. Ziemnisky Jr. | $ | 7,445 | — | (C) | $ | 7,455 | ||||||
(A)The amounts shown include the change in the actuarial present value of benefits under our pension plan during the fiscal year. For Daniel S. Jaffee, the amount shown also includes the change in the actuarial present value of benefits under our SERP.
(B) The amount shown for Daniel S. Jaffee represents earnings from our executive deferred compensation plan that exceed 120% of the applicable federal rate. The amounts shown for Messrs. Cofsky and Smith each represent earnings from our executive deferred compensation plan and, for Mr. Smith, also include earnings from the executive deferred bonus portion of our annual incentive plan that exceed 120% of the applicable federal rate.
(C) The amounts shown for Messrs. Lewry and Ziemnisky are zero because they did not elect to defer any compensation into our executive deferred compensation plan and did not have any earnings on prior year awards from the executive deferred bonus portion of our annual incentive plan.
(4) The amounts shown in this column for fiscal 2014 are described in the following table:
(A) Perquisites for the named executive officers generally consist of auto allowances, paid parking, airline executive club memberships, remote internet access costs and periodical subscriptions. The amounts shown reflect the actual cost to us for providing these perquisites. The perquisites received by Daniel S. Jaffee consisted of the following which were paid by the Company: $6,300 auto allowance, $3,900 for parking, $400 for airline executive club membership, $884 for remote internet access and related fees and $275 for periodical subscriptions. The perquisites received by Thomas F. Cofsky consisted of the following which were paid by the Company: $6,300 auto allowance, $3,900 for parking and $547 for remote internet access and related fees.
| (3) | The 2017 amounts reflect: (i) annual incentive awards equal to 105% of target cash bonuses, as adjusted by our CEO for individual performance per the discretionary provisions of our annual incentive plan; (ii) executive deferred bonuses equal to 105% of target bonus to our named executive officers (other than our CEO); and (iii) a cash award equal to 105% of target bonus to our CEO intended by our Compensation Committee to be an award comparable to the executive bonus award our CEO would have received had he been a participant in the executive deferred bonus award portion of our annual incentive plan for fiscal 2017. Cash bonuses earned are paid following completion of the specified fiscal year. Executive deferred bonuses are awarded based on performance during the specified fiscal year and generally vest (become payable) according to a vesting schedule established by our Compensation Committee for each fiscal year’s award as described under “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation.” |
| (4) | The amounts shown in this column for fiscal 2017 are described in the following table: |
(B) Amounts shown represent dividend payments on unvested shares of restricted stock held by the named executive officers that are reportable as either dividend or ordinary income.
(C) Executive deferred bonuses awarded under our annual incentive plan earn interest at a rate equal to our long-term cost of borrowing plus 1% as described above under “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation.” The amounts shown are the interest earned on all unvested executive deferred bonus awards that do not exceed 120% of the applicable federal rate, regardless of the fiscal year in which the awards were earned. For earnings that exceed 120% of the applicable federal rate, see the column titled “Nonqualified Deferred Compensation Earnings” in the table to footnote (3) of this Summary Compensation Table.
(D) The amounts shown for Messrs. Lewry and Ziemnisky are zero because neither has yet been awarded executive deferred bonuses under our annual incentive plan.
(5) Mr. Lewry joined the Company on March 31, 2014. Upon joining the Company, Mr. Lewry received an award of 12,000 restricted shares of Common Stock, all of which will “cliff” vest on April 7, 2019, provided that Mr. Lewry is employed by the Company on that date.
(6) Mr. Ziemnisky joined the Company on September 5, 2013. Upon joining the Company, Mr. Ziemnisky received an award of 10,000 restricted shares of Common Stock, all of which will “cliff” vest on October 16, 2018, provided that Mr. Ziemnisky is employed by the Company on that date.
| Change in Pension Value and Nonqualified Deferred Compensation Earnings Table | ||||||||||||
| Name | Change in Pension Value ($) (A) | Nonqualified Deferred Compensation Earnings ($) (B) | Total | |||||||||
| Daniel S. Jaffee | $ | 124,833 | $ | 10,778 | $ | 135,611 | ||||||
| Daniel T. Smith | $ | 88,993 | $ | 9,029 | $ | 98,022 | ||||||
| Thomas F. Cofsky | $ | 45,479 | $ | 14,623 | $ | 60,102 | ||||||
| Douglas A. Graham | $ | 25,329 | $ | 1,599 | $ | 26,928 | ||||||
| Mark E. Lewry | $ | 40,418 | $ | 7,536 | $ | 47,954 | ||||||
| Michael A. McPherson | $ | 28,772 | $ | 768 | $ | 29,540 | ||||||
| (A) | The amounts shown include the change in the actuarial present value of benefits under our pension plan during the fiscal year. For Messrs. Jaffee and Lewry, the amounts shown also include the change in the actuarial present value of benefits under our SERP. |
| (B) | The amount shown for Mr. Jaffee represents earnings from our executive deferred compensation plan that exceed 120% of the applicable federal rate. The amounts shown for Messrs. Smith, Cofsky, Graham and Lewry each represent earnings from our executive deferred compensation plan and the executive deferred bonus portion of our annual incentive plan that exceed 120% of the applicable federal rate. The amount shown for Mr. McPherson represents earnings from the executive deferred bonus portion of our annual incentive plan that exceed 120% of the applicable federal rate. |
| (5) | The amounts shown in this column for fiscal 2017 are described in the following table: |
| All Other Compensation Table | ||||||||||||||||||||||||
| Name | Perquisites ($) (A) | Dividends on Unvested Restricted Stock ($) (B) | Interest Earned on Executive Deferred Bonus ($) (C) (D) | 401(k) Plan Company Matching Contributions ($) | Post-Termination Compensation ($) | Total ($) | ||||||||||||||||||
| Daniel S. Jaffee | $ | 11,353 | $ | 70,125 | $ | — | $ | 3,466 | $ | — | $ | 84,944 | ||||||||||||
| Daniel T. Smith | $ | 2,820 | $ | 6,600 | $ | 2,183 | $ | 5,228 | $ | — | $ | 16,831 | ||||||||||||
| Thomas F. Cofsky | $ | 10,272 | $ | 660 | $ | 2,252 | $ | 5,577 | $ | — | $ | 18,761 | ||||||||||||
| Douglas A. Graham | $ | 6,000 | $ | 440 | $ | 1,293 | $ | 5,527 | $ | — | $ | 13,260 | ||||||||||||
| Mark E. Lewry | $ | 6,883 | $ | 10,560 | $ | 3,165 | $ | 5,540 | $ | — | $ | 26,148 | ||||||||||||
| Michael A. McPherson | $ | 5,046 | $ | 2,640 | $ | 1,110 | $ | 5,391 | $ | — | $ | 14,187 | ||||||||||||
| (A) | Perquisites for the named executive officers generally consist of auto allowances, paid parking, airline executive club memberships, remote Internet access costs and periodical subscriptions. The amounts shown reflect the actual cost to us for providing these perquisites. The perquisites received by Mr. Jaffee consisted of the following which were paid by the Company: $6,300 auto allowance and $5,053 for parking, remote Internet access and related fees, periodical subscriptions, and airline executive club memberships. The perquisites received by Mr. Cofsky consisted of the following which were paid by the Company: $6,300 auto allowance and $3,972 for parking. |
| (B) | Amounts shown represent dividend payments on unvested shares of restricted stock held by the named executive officers that are reportable as either dividend or ordinary income. |
| (C) | Executive deferred bonuses awarded under our annual incentive plan earn interest at a rate equal to our long-term cost of borrowing plus 1% as described above under “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation.” The amounts shown are the interest earned on all unvested executive deferred bonus awards that do not exceed 120% of the applicable federal rate, regardless of the fiscal year in which the awards were earned. For earnings that exceed 120% of the applicable federal rate, see the column titled “Nonqualified Deferred Compensation Earnings” in the table to footnote (4) of this Summary Compensation Table. |
| (D) | The amount shown for Mr. Jaffee is zero because he has requested to not be eligible for executive deferred bonus awards. |
| (6) | While Mr. Cofsky’s position and job responsibilities did not change, his position as Vice-President, Manufacturing - Industrial ceased to be classified as an “executive officer” under SEC Rule 3b-7 effective December 13, 2016 due to changes in the Company’s organizational structure. |
2017
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Equity Plan Awards (2) | |||||||||||||||||||||||||||||||||||
| Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||||
| Name | Cash Bonus ($) | Deferred Bonus ($) | Cash Bonus ($) | Deferred Bonus ($) | Cash Bonus ($) | Deferred Bonus ($) | Grant Date | All Other | Grant Date Fair Value of Stock Award (3) | |||||||||||||||||||||||||||
| Daniel S. Jaffee | $ | 68,750 | — | $ | 275,000 | — | $ | 550,000 | — | — | — | — | ||||||||||||||||||||||||
| Daniel T. Smith | $ | 18,594 | $ | 31,875 | $ | 74,375 | $ | 42,500 | $ | 148,750 | $ | 85,000 | — | — | — | |||||||||||||||||||||
| Thomas F. Cofsky | $ | 25,367 | — | $ | 101,467 | — | $ | 202,933 | — | — | — | — | ||||||||||||||||||||||||
| Mark E. Lewry | $ | 10,115 | — | $ | 40,462 | — | $ | 80,923 | — | 4/7/2014 | 12,000 (4) | $ | 403,080 | |||||||||||||||||||||||
| Paul D. Ziemnisky Jr. | $ | 16,573 | $ | 21,308 | $ | 66,291 | $ | 28,411 | $ | 132,583 | $ | 56,821 | 10/16/2013 | 10,000 (5) | $ | 351,100 | ||||||||||||||||||||
(1) The amounts represent the potential range of cash bonus awards and executive deferred bonus awards targeted for fiscal 2014 performance under our annual incentive plan. The actual amounts of cash and executive deferred bonuses awarded for fiscal 2014 are disclosed in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” For a discussion of the performance metrics applicable to these awards, see “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation – Operation of the Annual Incentive Plan” above.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Equity Plan Awards (2) | |||||||||||||||||||||||||||||||||
| Threshold | Target | Maximum | ||||||||||||||||||||||||||||||||
| Name | Cash Bonus ($) | Deferred Bonus ($) | Cash Bonus ($) | Deferred Bonus ($) | Cash Bonus ($) | Deferred Bonus ($) | Grant Date | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Award ($) (3) | |||||||||||||||||||||||||
| Daniel S. Jaffee | $ | 81,250 | $ | — | $ | 325,000 | $ | — | $ | 650,000 | $ | — | — | — | $ | — | ||||||||||||||||||
| Daniel T. Smith | $ | 22,677 | $ | 38,875 | $ | 90,708 | $ | 51,833 | $ | 181,417 | $ | 103,667 | — | — | $ | — | ||||||||||||||||||
| Thomas F. Cofsky (4) | $ | 26,375 | $ | 39,562 | $ | 105,499 | $ | 52,750 | $ | 210,998 | $ | 105,499 | — | — | $ | — | ||||||||||||||||||
| Douglas A. Graham | $ | 22,313 | $ | 22,950 | $ | 89,250 | $ | 30,600 | $ | 178,500 | $ | 61,200 | — | — | $ | — | ||||||||||||||||||
| Mark E. Lewry | $ | 37,500 | $ | 56,250 | $ | 150,000 | $ | 75,000 | $ | 300,000 | $ | 150,000 | — | — | $ | — | ||||||||||||||||||
| Michael A. McPherson | $ | 16,868 | $ | 22,220 | $ | 67,490 | $ | 29,627 | $ | 134,980 | $ | 59,254 | 10/19/2016 | 4,000 | $ | 136,760 | ||||||||||||||||||
| (1) | The amounts represent the potential range of cash bonus awards and executive deferred bonus awards targeted for fiscal 2017 performance under our annual incentive plan. The actual amounts of cash and executive deferred bonuses awarded for fiscal 2017 are disclosed in the Summary Compensation Table in the column captioned “Non-Equity Incentive Plan Compensation.” For a discussion of the performance metrics applicable to these awards, see “Compensation Discussion and Analysis – Annual and Deferred Incentive Compensation – Operation of the Annual Incentive Plan” above. |
| (2) | Granted by our Compensation Committee under our Incentive Plan as described in “Compensation Discussion and Analysis - Long-Term Equity Incentives” above. |
(2) Granted by our Compensation Committee under our 2006 Long Term Incentive Plan as described in “Compensation Discussion and Analysis – Long-Term Equity Incentives” above.
(3) Amount represents the total fair value of restricted stock granted in fiscal 2014 under ASC 718.
(4) Restricted shares of Common Stock awarded on April 7, 2014 scheduled to vest on April 7, 2019.
(5) Restricted shares of Common Stock awarded on October 16, 2013 scheduled to vest on October 16, 2018.
(3) Amount represents the total fair value of restricted stock granted in fiscal 2017 under ASC 718. (4) See footnote 6 to the Summary Compensation Table. 20142017 Year End unexercised stock options and unvested restricted stock held by the named executive officers as of July 31, 2014. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options
(#)
Exercisable Number of Securities Underlying Unexercised Options
(#)
Unexercisable Option Exercise Price
($) Option
Expiration Date Number of Shares or Units of Stock That Have Not Vested
(#) Market Value of
Shares or Units
of Stock That
Have Not Vested
($)
(1) Daniel S. Jaffee — — — — 50,000 (2) $ 1,458,500 3,906 (3) $ 113,938 1,100 (3) $ 32,087 6,390 (4) $ 186,396 Daniel T. Smith — — — — 1,000 (5) $ 29,170 Thomas F. Cofsky — — — — 2,344 (6) $ 68,374 3,791 (7) $ 110,583 Mark E. Lewry — — — — 12,000 (8) $ 350,040 Paul D. Ziemnisky Jr. — — — — 10,000 (9) $ 291,700 (1) Market value for our Class B Stock and Common Stock has been calculated using2017. None of the closing sale pricenamed executive officers held any unexercised stock options as of our Common Stock on July 31, 2014, the last trading day of fiscal 2014, which was $29.17.(2) Restricted shares of Class B Stock awarded on October 6, 2010, of which 25,000 shares vested on October 6, 2014, and an additional 25,000 shares are scheduled to vest on October 6, 2015.(3) Restricted shares of Class B Stock awarded on October 9, 2012, scheduled to vest on July 31, 2015.(4) Restricted shares of Class B Stock awarded on October 16, 2013, scheduled to vest on July 31, 2016.(5) Restricted shares of Common Stock awarded on April 1, 2013, scheduled to vest on April 1, 2015.(6) Restricted shares of Class B Stock awarded on October 9, 2012, scheduled to vest on July 31, 2015. Stock Awards Name Daniel S. Jaffee 100,000 (2) $ 4,136,000 Daniel T. Smith 7,500 (3) $ 310,200 Thomas F. Cofsky (4) 1,000 (5) $ 41,360 Douglas A. Graham 500 (6) $ 20,680 Mark E. Lewry 12,000 (7) $ 496,320 Michael A. McPherson 4,000 (8) $ 165,440 38(1) Market value of our Class B Stock and Common Stock has been calculated using the closing sale price of our Common Stock on July 31, 2017, the last trading day of fiscal 2017, which was $41.36.
| (2) | Restricted shares of Class B Stock that vest in 25,000 share increments subject to performance restrictions no earlier than on each of the five subsequent anniversaries of October 19, 2015. |
(7) Restricted shares of Class B Stock awarded on October 16, 2013, scheduled to vest on July 31, 2016.
(8) Restricted shares of Common Stock awarded on April 7, 2014 scheduled to vest on April 7, 2019.
(9) Restricted shares of Common Stock awarded on October 16, 2013 scheduled to vest on October 16, 2018.
2017 regarding the number of restricted shares of the Company’s stock that vested and the value received upon vesting during fiscal 2017. Company’s named executive officers exercised stock options during fiscal 2017. 2017 The normal form of benefit is a life annuity with five years certain, payable at normal retirement age. The standard form of payment for a participant who is married is a 50% joint and survivor annuity. Other forms of benefit are available. Each form of benefit has approximately the same relative value. The formula for computation of the normal form of benefit is: (3) Restricted shares of Common Stock that are scheduled to “cliff” vest on October 19, 2020. (4) See footnote 6 to the Summary Compensation Table. (5) Restricted shares of Class B Stock that are scheduled to “cliff” vest on October 19, 2018. (6) Restricted shares of Common Stock that are scheduled to “cliff” vest on October 19, 2018. (7) Restricted shares of Common Stock that are scheduled to “cliff” vest on April 7, 2019. (8) Restricted shares of Common Stock that are scheduled to “cliff” vest on October 19, 2020. 2014on:·the number of shares of the Company’s stock acquired and the value received from stock option exercises during fiscal 2014; and·the number of restricted shares of the Company’s stock that vested and the value received upon vesting during fiscal 2014.and Mr. Cofsky were shares of Class B Stock. 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
($)
(1) Daniel S. Jaffee — — 25,000 $ 854,750 Daniel T. Smith — — — — Thomas F. Cofsky — — 2,000 $ 66,420 Mark E. Lewry — — — — Paul D. Ziemnisky Jr. — — — — (1) The Value Realized on Exercise represents None of the difference between the market price of our Common Stock on the date of exercise and the grant price, multiplied by the number of shares acquired. The Value Realized on Vesting represents the market price of our Common Stock on the date of vesting multiplied by the number of shares vested. Stock Awards Name Daniel S. Jaffee 25,000 $ 854,750 Daniel T. Smith — $ — Thomas F. Cofsky (2) — $ — Douglas A. Graham — $ — Mark E. Lewry — $ — Michael A. McPherson — $ — (1) The Value Realized on Vesting represents the market price of our Common Stock on the date of vesting multiplied by the number of shares vested. (2) See footnote 6 to the Summary Compensation Table. 2014once they reach age 21 and completecommencing on the first February 1st or August 1st that follows the date when an employee achieves one year of service.service and age 21. For salaried employees, including the named executive officers, the pension plan provides for pensions based on credited years of service (capped at 30 years) and Final Average Compensation. 390.55%(0.55% of Final Average CompensationCompensation)+ (0.55% of Final Average Compensation that exceeds Social Security Covered CompensationCompensation) Multiplied by years* credited servicedate aage of the participant when he or she completes five years of vesting service, if later. Salaried participants who have 10 years of service can receive actuarially reduced early retirement benefits as early as age 55. The present value of the accumulated benefit is the same regardless of whether a participant begins to receive benefits at age 65 or at an earlier age. We do not subsidize early retirement benefits.isand Mark E. Lewry, our COO, are the only participant.participants; however, Mr. Lewry will not be vested in the plan until March 31, 2019. Benefits provided under the SERP are paid in five equal annual installments beginning six months after the participant’s separation from service; however, if upon termination of employment the present value of the participant’s accumulated benefits does not exceed $50,000, payment will be made in a lump sum, as soon as administratively feasible after the first day of the calendar month that follows six months of separation from service.2014.Name Plan Name Number of Years of
Credited Service
(#)
(1) Present Value of
Accumulated Benefits
($)
(2)Daniel S. Jaffee Pension Plan 26.75 $ 404,133 SERP 26.75 $ 472,766 Daniel T. Smith Pension Plan 13.79 $ 125,313 Thomas F. Cofsky Pension Plan 27.33 $ 396,465 Mark E. Lewry Pension Plan 0.33 $ 1,788 Paul D. Ziemnisky Jr. Pension Plan 0.90 $ 7,445 (1) Credited service is actual years of employment with the Company.Name Plan Name Daniel S. Jaffee Pension Plan 29.75 $ 634,793 SERP 29.75 $ 977,391 Daniel T. Smith Pension Plan 16.79 $ 359,735 Thomas F. Cofsky (3) Pension Plan 30.00 $ 638,217 Douglas A. Graham Pension Plan 6.48 $ 120,391 Mark E. Lewry Pension Plan 3.33 $ 74,988 SERP 3.33 $ 31,543 Michael A. McPherson Pension Plan 14.51 $ 165,262 40(1) Credited service is actual years of employment with the Company to a maximum of 30 years.
| (2) | The assumed retirement age used to calculate the actuarial present value for each named executive officer’s accumulated benefits is age 65, the age at which each named executive officer would be eligible to receive unreduced benefits. The other assumptions used are the same as those used to prepare the pension disclosures in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year ended July 31, 2017. |
(2) The assumed retirement age used to calculate the actuarial present value for each named executive officer’s accumulated benefits is age 65, the age at which each named executive officer would be eligible to receive unreduced benefits. The other assumptions used are the same as those used to prepare the pension disclosures in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year ended July 31, 2014.
| (3) | See footnote 6 to the Summary Compensation Table. |
2017
| Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End | |||||||||||||||
| Daniel S. Jaffee | — | — | $ | 36,541 | $ | 61,089 | $ | 697,769 | ||||||||||||
| Daniel T. Smith | — | — | $ | 24,287 | — | $ | 478,470 | |||||||||||||
| Thomas F. Cofsky | $ | 31,000 | — | $ | 31,824 | $ | 14,420 | $ | 640,967 | |||||||||||
| Mark E. Lewry | — | — | — | — | — | |||||||||||||||
| Paul D. Ziemnisky Jr. | — | — | — | — | — | |||||||||||||||
(1) The amounts in this column are voluntary deductions from salary and cash incentive awards by the named executive officers.
(2) We make no contribution to the executive deferred compensation plan.
(3) We credit the accounts under the terms of the plan with an interest rate that is equal to our long-term cost of borrowing plus 1%. The amounts shown include the following amounts exceeding 120% of the applicable federal rate and reported as compensation to the following named executive officers in the Summary Compensation Table: Mr. Jaffee $9,322, Mr. Smith $6,185 and Mr. Cofsky $8,093.
| Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | |||||||||||||||
| Daniel S. Jaffee | $ | — | $ | — | $ | 26,372 | $ | 108,864 | $ | 533,340 | ||||||||||
| Daniel T. Smith | $ | — | $ | — | $ | 18,393 | $ | 103,782 | $ | 340,871 | ||||||||||
| Thomas F. Cofsky (4) | $ | 48,155 | $ | — | $ | 32,542 | $ | 88,267 | $ | 698,003 | ||||||||||
| Douglas A. Graham | $ | — | $ | — | $ | 1,725 | $ | — | $ | 36,508 | ||||||||||
| Mark E. Lewry | $ | 152,216 | $ | — | $ | 13,052 | $ | — | $ | 472,632 | ||||||||||
| Michael A. McPherson | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| (1) | The amounts in this column are voluntary deductions from salary and cash incentive awards by the named executive officers. |
| (2) | We make no contribution to the executive deferred compensation plan. |
| (3) | We credit the accounts under the terms of the plan with an interest rate that is equal to our long-term cost of borrowing plus 1%. The amounts shown include the following amounts exceeding 120% of the applicable federal rate and reported as compensation to the following named executive officers in the Summary Compensation Table: Mr. Jaffee $10,778, Mr. Smith $7,518, Mr. Cofsky $13,065, Mr. Graham $705, Mr. Lewry $5,346. |
| (4) | See footnote 6 to the Summary Compensation Table. |
| Plan Category | Number of Shares of Stock to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Shares of Stock Remaining Available for Future Issuance Under Equity Compensation Plans (excluding those listed in the first column) | |||||||||
| Equity Compensation Plan Approved by our Stockholders (1) | 44,500 | Common Stock (2) | $ | 15.43 | 552,304 (3) | |||||||
(1) This plan is our 2006 Long Term Incentive Plan.
(2) Under this plan, awards made to members of the Jaffee family are for shares of Class B Stock. There were no awards to the Jaffee family outstanding as of July 31, 2014. Awards made to other employees or non-employee directors are for shares of Common Stock.
(3) Prior to issuance of awards under this plan, it is not possible to determine whether awards will be for shares of Common Stock or shares of Class B Stock. Awards made to members of the Jaffee family will be for shares of Class B Stock. Awards made to other employees or non-employee directors will be for shares of Common Stock.
2017.
| Plan Category | Number of Shares of Stock to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Shares of Stock Remaining Available for Future Issuance Under Equity Compensation Plans (excluding those listed in the first column) | |||||||||
| Equity Compensation Plan Approved by our Stockholders | (1) | — | Common Stock | (2) | — | 344,754 | (3) | |||||
| (1) | This plan is our 2006 Long Term Incentive Plan. |
| (2) | There are currently no options outstanding. Under this plan, awards made to members of the Jaffee family are for shares of Class B Stock. There were no awards to the Jaffee family outstanding as of July 31, 2017. Awards made to other employees or non-employee directors are for shares of Common Stock. |
| (3) | Prior to issuance of awards under this plan, it is not possible to determine whether awards will be for shares of Common Stock or shares of Class B Stock. Awards made to members of the Jaffee family will be for shares of Class B Stock. Awards made to other employees or non-employee directors will be for shares of Common Stock. |
| Name | Annual Incentive Plan Deferred Bonus Account ($) (1) | 2006 Long Term Incentive Plan ($) (2) | Total ($) | |||||||||
| Daniel S. Jaffee | ||||||||||||
| Change in Control, Death, Disability | — | $ | 1,790,921 | $ | 1,790,921 | |||||||
| Daniel T. Smith | ||||||||||||
| Change in Control, Death, Disability | $ | 112,267 | $ | 29,170 | $ | 141,437 | ||||||
| Thomas F. Cofsky | ||||||||||||
| Change in Control, Death, Disability | — | $ | 178,958 | $ | 178,958 | |||||||
| Mark E. Lewry | ||||||||||||
| Change in Control, Death, Disability | — | $ | 350,040 | $ | 350,040 | |||||||
| Paul D. Ziemnisky Jr. | ||||||||||||
| Change in Control, Death, Disability | — | $ | 291,700 | $ | 291,700 | |||||||
(1) The amounts shown reflect each named executive officer’s balance in his executive deferred bonus account of our annual incentive plan. As explained above, our annual incentive plan provides for immediate vesting and payment, as allowed by law, of a participant’s executive deferred bonus award account upon the participant’s death, disability, retirement with age plus years of service equal to 80 years, or change in control of the Company.
(2) The amounts shown represent, as of July 31, 2014: (a) the market price of any unvested shares of restricted stock; and/or (b) the excess of the market price of the shares of stock underlying unvested stock options over the option exercise price. As of July 31, 2014, none of the named executive officers had any unvested stock options. As explained above, previously unvested shares of restricted stock and stock options become immediately vested upon the events listed.
| Name | Annual Incentive Plan Deferred Bonus Account ($) (1) | 2006 Long Term Incentive Plan ($) (2) | Total ($) | |||||||||
| Daniel S. Jaffee | ||||||||||||
| Change in Control, Death, Disability | $ | — | $ | 4,136,000 | $ | 4,136,000 | ||||||
| Daniel T. Smith | ||||||||||||
| Change in Control, Death, Disability | $ | 132,620 | $ | 310,200 | $ | 442,820 | ||||||
| Thomas F. Cofsky (3) | ||||||||||||
| Change in Control, Death, Disability | $ | 136,022 | $ | 41,360 | $ | 177,382 | ||||||
| Douglas A. Graham | ||||||||||||
| Change in Control, Death, Disability | $ | 78,417 | $ | 20,680 | $ | 99,097 | ||||||
| Mark E. Lewry | ||||||||||||
| Change in Control, Death, Disability | $ | 192,106 | $ | 496,320 | $ | 688,426 | ||||||
| Michael A. McPherson | ||||||||||||
| Change in Control, Death, Disability | $ | 70,871 | $ | 165,440 | $ | 236,311 | ||||||
| (1) | The amounts shown reflect each named executive officer’s balance in his executive deferred bonus account of our annual incentive plan. The amounts include executive deferred bonuses awarded for fiscal 2017 that were approved subsequent to July 31, 2017. As explained above, our annual incentive plan provides for immediate vesting and payment, as allowed by law, of a participant’s executive deferred bonus award account upon the participant’s death, disability, retirement under certain circumstances, or change in control of the Company. |
| (2) | The amounts shown represent, as of July 31, 2017: (a) the market price of any unvested shares of restricted stock; and/or (b) the excess of the market price of the shares of stock underlying unvested stock options over the option exercise price. As of July 31, 2017, none of the named executive officers had any unvested stock options. As explained above, previously unvested shares of restricted stock and stock options become immediately vested upon the events listed. |
| (3) | See footnote 6 to the Summary Compensation Table. |
| Amount and Nature of Beneficial Ownership (1) | ||||||||||||||||||
| Name and Address of Beneficial Owner | Title of Class | Number of Shares of Common Stock and Class B Stock | Percentage of Outstanding Stock of Class | Percentage of Aggregate Voting Power of Common Stock and Class B Stock | ||||||||||||||
| Richard M. Jaffee (2)(3) | Common Stock | — | — | — | ||||||||||||||
| 410 N. Michigan Avenue | Class B Stock | 409,558 | (4)(5)(6) | 19.83 | % | 15.96 | % | |||||||||||
| Chicago, IL 60611 | ||||||||||||||||||
| Daniel S. Jaffee (2) | Common Stock | — | — | — | ||||||||||||||
| 410 N. Michigan Avenue | Class B Stock | 268,118 | (6)(7) | 12.98 | % | 10.45 | % | |||||||||||
| Chicago, IL 60611 | ||||||||||||||||||
| Jaffee Investment Partnership, L.P. (3) | Common Stock | — | — | — | ||||||||||||||
| 410 N. Michigan Avenue | Class B Stock | 1,250,000 | (5) | 60.53 | % | 48.70 | % | |||||||||||
| Chicago, IL 60611 | ||||||||||||||||||
| Dimensional Fund Advisors LP | Common Stock | 356,907 | (8) | 7.12 | % | 1.39 | % | |||||||||||
| Palisades West, Building One | Class B Stock | — | — | — | ||||||||||||||
| 6300 Bee Cave Road | ||||||||||||||||||
| Austin, TX 78746 | ||||||||||||||||||
| GAMCO Asset Management Inc. et al. | Common Stock | 875,729 | (9) | 17.46 | % | 3.41 | % | |||||||||||
| One Corporate Center | Class B Stock | — | — | — | ||||||||||||||
| Rye, NY 10580 | ||||||||||||||||||
| Renaissance Technologies LLC | Common Stock | 380,225 | (10) | 7.58 | % | 1.48 | % | |||||||||||
| 800 Third Avenue | Class B Stock | — | — | — | ||||||||||||||
| New York, NY 10022 | ||||||||||||||||||
| T. Rowe Price Associates, Inc. | Common Stock | 620,206 | (11) | 12.37 | % | 2.42 | % | |||||||||||
| 100 East Pratt Street | Class B Stock | — | — | — | ||||||||||||||
| Baltimore, MD 21202 | ||||||||||||||||||
| Amount and Nature of Beneficial Ownership (1) | |||||||||||||
| Name and Address of Beneficial Owner | Title of Class | Number of Shares of Common Stock and Class B Stock | Percentage of Outstanding Stock of Class | Percentage of Aggregate Voting Power of Common Stock and Class B Stock | |||||||||
| Richard M. Jaffee (2) | Common Stock | — | — | — | |||||||||
| 410 N. Michigan Avenue | Class B Stock | 409,558 | (3)(4)(5) | 18.77 | % | 15.20 | % | ||||||
| Chicago, IL 60611 | |||||||||||||
| Daniel S. Jaffee (2) | Common Stock | — | — | — | |||||||||
| 410 N. Michigan Avenue | Class B Stock | 384,505 | (5)(6) | 17.62 | % | 14.27 | % | ||||||
| Chicago, IL 60611 | |||||||||||||
| Jaffee Investment Partnership, L.P. | Common Stock | — | — | — | |||||||||
| 410 N. Michigan Avenue | Class B Stock | 1,250,000 | (4) | 57.28 | % | 46.40 | % | ||||||
| Chicago, IL 60611 | |||||||||||||
| Dimensional Fund Advisors LP | Common Stock | 379,403 | (7) | 7.42 | % | 1.41 | % | ||||||
| Building One | Class B Stock | — | — | — | |||||||||
| 6300 Bee Cave Road | |||||||||||||
| Austin, TX 78746 | |||||||||||||
| GAMCO Asset Management Inc. et al. | Common Stock | 838,534 | (8) | 16.40 | % | 3.11 | % | ||||||
| One Corporate Center | Class B Stock | — | — | — | |||||||||
| Rye, NY 10580 | |||||||||||||
| Renaissance Technologies LLC | Common Stock | 420,773 | (9) | 8.23 | % | 1.56 | % | ||||||
| 800 Third Avenue | Class B Stock | — | — | — | |||||||||
| New York, NY 10022 | |||||||||||||
| T. Rowe Price Associates, Inc. | Common Stock | 616,330 | (10) | 12.05 | % | 2.29 | % | ||||||
| 100 East Pratt Street | Class B Stock | — | — | — | |||||||||
| Baltimore, MD 21202 | |||||||||||||
| Harvey Partners, LLC | Common Stock | 86,130 | (11) | 1.68 | % | 0.32 | % | ||||||
| 551 Fifth Avenue, 36th Floor | Class B Stock | — | — | — | |||||||||
| New York, NY 10176 | |||||||||||||
| (1) | Beneficial ownership is determined according to SEC rules and generally includes any shares over which a person possesses sole or shared power to vote or to direct the disposition of a security as well as any shares that such person has the right to acquire within 60 days of October 16, 2017, including through the exercise of options or other rights or the conversion of another security. Unless otherwise indicated, all beneficial ownership in this table indicates sole voting and investment power. The applicable percentage ownership for each person listed below is based upon 5,114,186 shares of Common Stock and 2,182,381 shares of Class B Stock outstanding as of the close of business on October 16, 2017. Shares of Common Stock and Class B Stock subject to options, warrants or other rights that are exercisable or convertible within 60 days after October 16, 2017, are deemed outstanding for the purpose of calculating the percentage ownership of the person holding those options, warrants or other rights but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. |
| (2) | Daniel S. Jaffee is Richard M. Jaffee’s son. |
(1) Beneficial ownership is determined according to SEC rules and generally includes any shares over which a person possesses sole or shared power to vote or to direct the disposition of a security as well as any shares that such person has the right to acquire within 60 days of October 17, 2014, including through the exercise of options or other rights or the conversion of another security. Unless otherwise indicated, all beneficial ownership in this table indicates sole voting and investment power. The applicable percentage ownership for each person listed below is based upon 5,015,442 shares of Common Stock and 2,064,994 shares of Class B Stock outstanding as of the close of business on October 17, 2014. Shares of Common Stock and Class B Stock subject to options, warrants or other rights that are exercisable or convertible within 60 days after October 17, 2014, are deemed outstanding for the purpose of calculating the percentage ownership of the person holding those options, warrants or other rights but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person.
(2) Daniel S. Jaffee is Richard M. Jaffee’s son.
(3) By virtue of their direct and indirect ownership of shares of our stock, Richard M. Jaffee and Jaffee Investment Partnership, L.P. may be deemed to be control persons of the Company under federal securities laws.
(4) Consists of 290,895 shares held in a revocable trust of which Richard M. Jaffee is the grantor and, during his lifetime, the trustee and sole beneficiary, and 118,538 shares held in a revocable trust of which his spouse is the grantor and, during her lifetime, the trustee and sole beneficiary, and 125 shares held in joint tenancy with his spouse.
(5) Jaffee Investment Partnership, L.P. is managed by its general partners, generally acting by a majority vote. Two of the general partners, Richard M. Jaffee and his spouse Shirley H. Jaffee, each have eight votes. Each of the remaining four general partners, Daniel S. Jaffee, Karen Jaffee Cofsky, Susan Jaffee and Nancy E. Jaffee, all children of Richard M. and Shirley H. Jaffee, have one vote. Richard M. Jaffee, as the managing general partner, might be deemed to have, but disclaims, beneficial ownership of the partnership’s shares, which are not reflected in his share ownership shown in this table.
(6) Does not include shares beneficially owned by Jaffee Investment Partnership, L.P.
(7) Consists of 262,366 shares of Class B Stock directly owned by Daniel S. Jaffee (36,396 of which are restricted shares), 2 shares of Class B Stock owned by his spouse, 5,625 shares of Class B Stock he owns as trustee for his children and 125 shares of Class B Stock held in joint tenancy with his spouse. Of the 36,396 restricted shares of Class B Stock: (a) 25,000 shares become non-forfeitable on October 6, 2015; (b) 5,006 shares become non-forfeitable on July 31, 2015; and (c) 6,390 shares become non-forfeitable on July 31, 2016.
(8) Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 10, 2014. Based on such Schedule 13G/A, Dimensional Fund Advisors LP (“Dimensional”), a registered investment adviser, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In certain cases, subsidiaries of Dimensional may act as adviser or sub-adviser to certain Funds. Although such Schedule 13G/A identifies Dimensional as having sole voting power over 354,548 shares of Common Stock and sole dispositive power over 356,907 shares of Common Stock, it notes that in its role as investment advisor, sub-adviser and/or manager, neither Dimensional nor its subsidiaries possesses investment and/or voting power over the shares of Common Stock owned by the Funds, and may be deemed to be the beneficial owner of those shares under applicable SEC rules; however, all of these shares are owned by the Funds, and Dimensional disclaims beneficial ownership of such shares.
| (3) | Consists of 290,895 shares held in a revocable trust of which Richard M. Jaffee is the grantor and, during his lifetime, the trustee and sole beneficiary, and 118,538 shares held in an irrevocable trust, of which he is currently the trustee. |
| (4) | Jaffee Investment Partnership, L.P. is managed by its general partners, generally acting by a majority vote. One of the general partners, Richard M. Jaffee, has eight votes. Each of the remaining four general partners, Daniel S. Jaffee, Karen Jaffee Cofsky, Susan Jaffee and Nancy E. Jaffee, all children of Richard M. Jaffee, have three votes. Richard M. Jaffee, as the managing general partner, might be deemed to have, but disclaims, beneficial ownership of the partnership’s shares, which are not reflected in his share ownership shown in this table. |
(9) Information is as provided by the reporting persons in a Schedule 13D/A filed with the SEC on June 11, 2012. Such Schedule 13D/A filed by Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management, Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), GGCP, Inc., GAMCO Investors, Inc. (“GBL”) and Mario J. Gabelli reports: (a) 165,500 shares of Common Stock beneficially owned by Gabelli Funds; (b) 583,839 shares of Common Stock beneficially owned by GAMCO; and (c) 126,390 shares of Common Stock beneficially owned by Teton Advisors. The Schedule 13D/A reports that each such entity has sole voting and sole dispositive power over the shares reported as beneficially owned by it, except that: (i) Gabelli Funds has sole dispositive and voting power with respect to the shares held by such funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company; (ii) GAMCO does not have the authority to vote 1,500 of the reported shares; (iii) in certain circumstances, proxy voting committees of each fund may have voting power over the reported shares; and (iv) the power of Mario J. Gabelli, GBL and GGCP, Inc. is indirect with respect to securities beneficially owned directly by other reporting persons.
(10) Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 13, 2014. Such Schedule 13G/A filed by Renaissance Technologies LLC, an investment adviser (“RTC”), and Renaissance Technologies Holdings Corporation, majority owner of RTC (“RTHC”), reports that RTC and RTHC have sole voting and sole dispositive power over 380,225 shares of Common Stock.
(11) Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 14, 2014. Such Schedule 13G/A filed by T. Rowe Price Associates, Inc., a registered investment adviser (“Price Associates”), and T. Rowe Price Small-Cap Value Fund, Inc. reports that Price Associates held sole voting power over 30,940 shares of Common Stock and sole dispositive power over 620,206 shares of Common Stock, and T. Rowe Price Small-Cap Value Fund, Inc. held sole voting power over 589,266 shares of Common Stock. Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.
| (5) | Does not include shares beneficially owned by Jaffee Investment Partnership, L.P. |
| (6) | Consists of 384,505 shares of Class B Stock directly owned by Daniel S. Jaffee (100,000 of which are restricted shares), 2 shares of Class B Stock owned by his spouse, 5,625 shares of Class B Stock he owns as trustee for his children and 125 shares of Class B Stock held in joint tenancy with his spouse. Of the 100,000 restricted shares of Class B Stock: (a) 25,000 shares became non-forfeitable on October 19, 2017 and (b) an additional 25,000 shares become non-forfeitable no earlier than on each of the three subsequent anniversaries of October 19, 2017. |
| (7) | Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 9, 2017. Based on such Schedule 13G/A, Dimensional Fund Advisors LP (“Dimensional”), a registered investment adviser, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager to certain other commingled group trusts and separate accounts. These investment companies, trusts and accounts are the “Funds.” In certain cases, subsidiaries of Dimensional may act as adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the shares of Common Stock owned by the Funds, and may be deemed to be the beneficial owner of those shares under applicable SEC rules. Although such Schedule 13G/A identifies Dimensional as having sole voting power over 374,186 shares of Common Stock and sole dispositive power over 379,403 shares of Common Stock, Dimensional disclaims beneficial ownership of such shares and reports that all of these shares are owned by the Funds. |
| (8) | Information is as provided by the reporting persons in a Schedule 13D/A filed with the SEC on April 10, 2017. Such Schedule 13D/A filed by Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management, Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”) and Mario J. Gabelli reports: (a) 138,100 shares of Common Stock beneficially owned by Gabelli Funds; (b) 570,334 shares of Common Stock beneficially owned by GAMCO; (c) 128,300 shares of Common Stock beneficially owned by Teton Advisors; (d) 300 shares of Common Stock beneficially owned by Gabelli & Company Investment Advisers, Inc. and (e) 1,500 shares of Common Stock beneficially owned by AC. The Schedule 13D/A reports that each such entity has sole voting and sole dispositive power over the shares reported as beneficially owned by it, except that: (i) GAMCO does not have the authority to vote 47,000 of the reported shares; (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares held by such funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the proxy voting committee of each fund shall respectively vote that fund’s shares; (iii) at any time, the proxy voting committee of each fund shall of each such fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations; and (iv) the power of Mario J. Gabelli, AC, GBL and GGCP is indirect with respect to securities beneficially owned directly by other reporting persons. |
| (9) | Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 14, 2017. Such Schedule 13G/A filed by Renaissance Technologies LLC, an investment adviser (“RTC”), and Renaissance Technologies Holdings Corporation, majority owner of RTC (“RTHC”), reports that RTC and RTHC have sole voting power over 404,125 shares of Common Stock, sole dispositive power over 415,835 shares of Common Stock, and shared dispositive power over 4,938 shares of Common Stock. |
| (10) | Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 7, 2017. Such Schedule 13G/A filed by T. Rowe Price Associates, Inc., a registered investment adviser (“Price Associates”), and T. Rowe Price Small-Cap Value Fund, Inc. reports that Price Associates held sole voting power over 70,230 shares of Common Stock and sole dispositive power over 616,330 shares of Common Stock, and T. Rowe Price Small-Cap Value Fund, Inc. held sole voting power over 546,100 shares of Common Stock. Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. |
| (11) | Information is as provided by the reporting persons in a Schedule 13G/A filed with the SEC on February 14, 2017. Based on such Schedule 13G/A, Harvey Partners, LLC (“Harvey Partners”) is the investment manager of the following entities, which hold the following number of shares of Common Stock: (a) Harvey SMidCap Fund, LP, which holds 36,987 shares of Common Stock; and (b) Harvey Master Fund, L.P., which holds 49,143 shares of Common Stock. As the investment manager of such entities, Harvey Partners possesses the sole power to vote and the sole power to direct the disposition of the aggregate 86,130 shares of Common Stock held by such entities. James A. Schwartz and Jeffrey C. Moskowitz, the managing members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. |
| Name of Beneficial Owner (1) | Number of Shares of Common Stock | Percentage of Outstanding Common Stock | Number of Shares of Class B Stock (2) | |||||||||||
| Richard M. Jaffee (3) | — | (4) | (4) | |||||||||||
| Daniel S. Jaffee | — | (4) | (4) | |||||||||||
| Thomas F. Cofsky (3) | 586 | (5) | * | 63,453 | (6) | |||||||||
| J. Steven Cole | 25,800 | (7) | * | — | ||||||||||
| Joseph C. Miller | 19,034 | (8) | * | — | ||||||||||
| Michael A. Nemeroff | 20,401 | (9) | * | — | ||||||||||
| Allan H. Selig | 21,000 | * | — | |||||||||||
| Paul E. Suckow | 18,500 | (9) | * | — | ||||||||||
| Lawrence E. Washow | 5,000 | * | — | |||||||||||
| Daniel T. Smith | 2,515 | (10) | * | — | ||||||||||
| Mark E. Lewry | 12,000 | (11) | * | — | ||||||||||
| Paul D. Ziemnisky Jr. | 10,000 | (12) | — | |||||||||||
| All Directors and Named Executive Officers as a Group | 134,836 | (13) | 2.68 | % | 741,129 | (14) | ||||||||
Name of Beneficial Owner (1) | Number of Shares of Common Stock | Percentage of Outstanding Common Stock | Number of Shares of Class B Stock (2) | Percentage of Outstanding Class B Stock | ||||||||||
| Richard M. Jaffee (3) | — | (4) | * | 409,558 | (4) | 18.77 | % | |||||||
| Daniel S. Jaffee (3) | — | (4) | * | 384,505 | (4) | 17.62 | % | |||||||
| Thomas F. Cofsky (3) | 586 | (5) | * | 64,453 | (6) | 2.95 | % | |||||||
| J. Steven Cole | 28,000 | (7) | * | — | * | |||||||||
| Joseph C. Miller | 20,534 | (8) | * | — | * | |||||||||
| Michael A. Nemeroff | 21,901 | (9) | * | — | * | |||||||||
| George C. Roeth | 1,500 | (10) | * | — | * | |||||||||
| Allan H. Selig | 32,000 | (9) | * | — | * | |||||||||
| Paul E. Suckow | 20,128 | (9) | * | — | * | |||||||||
| Lawrence E. Washow | 8,000 | (11) | * | — | * | |||||||||
| Daniel T. Smith | 9,651 | (12) | * | — | * | |||||||||
| Douglas A. Graham | 3,500 | (13) | * | — | * | |||||||||
| Mark E. Lewry | 12,000 | (14) | * | — | * | |||||||||
| Michael A. McPherson | 4,000 | (15) | * | — | * | |||||||||
| All Directors and Named Executive Officers as a Group | 161,800 | (16) | 3.16 | % | 858,516 | (17) | 39.34 | % | ||||||
(1) Beneficial ownership is determined according to SEC rules and generally includes any shares over which a person possesses sole or shared power to vote or to direct the deposition of a security as well as any shares that such person has the right to acquire within 60 days of October 17, 2014, including through the exercise of options or other rights or the conversion of another security. Unless otherwise indicated, the individuals listed in this table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge. The applicable percentage ownership for each person listed is based upon 5,015,442 shares of Common Stock and 2,064,994 shares of Class B Stock outstanding as of the close of business on October 17, 2014. Shares of Common Stock and Class B Stock subject to options, warrants or other rights that are exercisable or convertible within 60 days after October 17, 2014, are deemed outstanding for the purpose of calculating the percentage ownership of the person holding those options, warrants or other rights, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person.
(2) Except for Richard M. Jaffee, Daniel S. Jaffee and Thomas F. Cofsky, none of our directors or executive officers, including the named executive officers, own any shares of Class B Stock.
(3) Thomas F. Cofsky is Richard M. Jaffee’s son-in-law.
(4) For information regarding the shares beneficially owned by Richard M. Jaffee and Daniel S. Jaffee, see the table under “Principal Stockholders” above and the notes thereto.
| (1) | Beneficial ownership is determined according to SEC rules and generally includes any shares over which a person possesses sole or shared power to vote or to direct the disposition of a security as well as any shares that such person has the right to acquire within 60 days of October 16, 2017, including through the exercise of options or other rights or the conversion of another security. Unless otherwise indicated, the individuals listed in this table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge. The applicable percentage ownership for each person listed is based upon 5,114,186 shares of Common Stock and 2,182,381 shares of Class B Stock outstanding as of the close of business on October 16, 2017. Shares of Common Stock and Class B Stock subject to options, warrants or other rights that are exercisable or convertible within 60 days after October 16, 2017, are deemed outstanding for the purpose of calculating the percentage ownership of the person holding those options, warrants or other rights, but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. |
| (2) | Except for Richard M. Jaffee, Daniel S. Jaffee and Thomas F. Cofsky, none of our directors or named executive officers own any shares of Class B Stock. |
| (3) | Thomas F. Cofsky is Richard M. Jaffee’s son-in-law and Daniel S. Jaffee’s brother-in-law. |
| (4) | Does not include shares beneficially owned by Jaffee Investment Partnership, L.P. For information regarding the shares beneficially owned by Richard M. Jaffee and Daniel S. Jaffee, see the table under “Principal Stockholders” above and the notes thereto. |
(5) Consists of 512 shares of Common Stock owned by Mr. Cofsky and 74 shares of Common Stock owned by his spouse.
(6) Consists of 10,835 shares of Class B Stock directly owned by Thomas F. Cofsky (6,135 of which are restricted shares), 42,867 shares of Class B Stock owned by his spouse, 9,375 shares of Class B Stock his spouse owns as trustee for their children, and 376 shares of Class B Stock held in joint tenancy with his spouse. Of the 6,135 restricted shares of Class B Stock, (a) 2,344 are scheduled to “cliff” vest in full on July 31, 2015 and (b) 3,791 are scheduled to “cliff” vest in full on July 31, 2016.
(7) Consists of 24,500 shares of Common Stock owned by Mr. Cole and 1,300 shares of Common Stock owned by his spouse.
(8) Includes 16,525 shares of Common Stock held by Mr. Miller as trustee for the benefit of his spouse.
(9) Includes 12,500 shares of Common Stock that this director has the right to acquire within 60 days of October 17, 2014, pursuant to stock options.
(10) Includes 1,000 restricted shares of Common Stock awarded on April 2, 2013, scheduled to vest on April 1, 2015.
(11) Consists of 12,000 restricted shares of Common Stock awarded on April 7, 2014, scheduled to vest on April 7, 2019.
(12) Consists of 10,000 restricted shares of Common Stock awarded on October 16, 2013, scheduled to vest on October 16, 2018.
(13) Includes 25,000 shares of Common Stock constituting all such shares that our directors and named executive officers have the right to acquire within 60 days of October 17, 2014, pursuant to stock options (including the shares of Common Stock that may be acquired as described in the notes above). Also includes 23,000 restricted shares of Common Stock: (a) 1,000 of which become non-forfeitable on April 1, 2015; (b) 12,000 of which become non-forfeitable on April 7, 2019 and (c) 10,000 of which become non-forfeitable on October 16, 2018. The number of shares of Common Stock owned beneficially by our directors and named executive officers as a group represents approximately 2.68% of the number of outstanding shares of Common Stock and approximately 0.52% of the aggregate voting power of the Common Stock and Class B Stock.
(14) Includes 42,531 restricted shares of Class B Stock: (a) 25,000 of which become non-forfeitable on October 6, 2015; (b) 7,350 of which become non-forfeitable on July 31, 2015; and (c) 10,181 of which become non-forfeitable on July 31, 2016. Does not include shares beneficially owned by Jaffee Investment Partnership, L.P. For information regarding the shares held by the partnership, see the table under “Principal Stockholders” above and the notes thereto. The number of shares of Class B Stock owned beneficially by our directors and named executive officers as a group represents approximately 35.89% of the number of outstanding shares of Class B Stock and approximately 28.85% of the aggregate voting power of the Common Stock and Class B Stock.
| (5) | Consists of 512 shares of Common Stock owned by Mr. Cofsky and 74 shares of Common Stock owned by his spouse. |
| (6) | Consists of 11,835 shares of Class B Stock directly owned by Thomas F. Cofsky (1,000 of which are restricted shares that are scheduled to “cliff” vest in full on October 19, 2018), 42,867 shares of Class B Stock owned by his spouse, 9,375 shares of Class B Stock his spouse owns as trustee for their children, and 376 shares of Class B Stock held in joint tenancy with his spouse. |
| (7) | Consists of 26,700 shares of Common Stock owned by Mr. Cole (1,500 of which are restricted shares that are scheduled to “cliff” vest in full on December 13, 2018) and 1,300 shares of Common Stock owned by his spouse. |
| (8) | Includes 16,525 shares of Common Stock held by Mr. Miller as trustee for the benefit of his spouse and 1,500 restricted shares of Common Stock awarded on December 13, 2016, scheduled to “cliff” vest on December 13, 2018. |
| (9) | Includes 1,500 restricted shares of Common Stock awarded on December 13, 2016, scheduled to “cliff” vest on December 13, 2018. |
| (10) | Consists of 1,500 restricted shares of Common Stock awarded on December 13, 2016, scheduled to “cliff” vest on December 13, 2018. |
| (11) | Includes 1,500 restricted shares of Common Stock awarded on December 15, 2014, scheduled to “cliff” vest on December 15, 2017 and 1,500 restricted shares of Common Stock awarded on December 13, 2016, scheduled to “cliff” vest on December 13, 2018. |
| (12) | Includes 7,500 restricted shares of Common Stock awarded on September 9, 2015, scheduled to “cliff” vest on October 19, 2020. |
| (13) | Includes 500 restricted shares of Common Stock awarded on September 9, 2015, scheduled to “cliff” vest on October 19, 2018. |
| (14) | Consists of 12,000 restricted shares of Common Stock awarded on April 7, 2014, scheduled to “cliff” vest on April 7, 2019. |
| (15) | Consists of 4,000 restricted shares of Common Stock awarded on October 19, 2016, scheduled to “cliff” vest on October 19, 2020. |
| (16) | Includes 37,500 restricted shares of Common Stock: (a) 1,500 of which become non-forfeitable on December 15, 2017, (b) 500 of which become non-forfeitable on October 19, 2018, (c) 12,000 of which become non-forfeitable on December 13, 2018, (d) 12,000 of which become non-forfeitable on April 7, 2019 and (e) 11,500 of which become non-forfeitable on October 19, 2020. The number of shares of Common Stock owned beneficially by our directors and named executive officers as a group represents approximately 3.2% of the number of outstanding shares of Common Stock and approximately 0.6% of the aggregate voting power of the Common Stock and Class B Stock. |
| (17) | Includes 101,000 restricted shares of Class B Stock: (a) 1,000 of which become non-forfeitable on October 19, 2018, (b) 25,000 shares became non-forfeitable on October 19, 2017 and (c) an additional 25,000 shares become non-forfeitable no earlier than on each of the three subsequent anniversaries of October 19, 2017. Does not include shares beneficially owned by Jaffee Investment Partnership, L.P. For information regarding the shares held by the partnership, see the table under “Principal Stockholders” above and the notes thereto. The number of shares of Class B Stock owned beneficially by our directors and named executive officers as a group represents approximately 39.3% of the number of outstanding shares of Class B Stock and approximately 31.9% of the aggregate voting power of the Common Stock and Class B Stock. |
