| | On April 6, 2021, the Compensation Committee (the “Committee”) of the Board approved compensation changes for certain of our Named Executive Officers, as set forth below.
Restricted Stock Grants
The Committee approved grants of restricted stock for Messrs. Hogan and Bunn under the Company’s Third Amended and Restated Omnibus Incentive Plan, as amended (the “Plan”), in recognition of their respective promotions. Mr. Hogan received 150,000 shares of restricted stock to vest in installments of 50,000 shares on each of April 6, 2022, December 31, 2022, and December 31, 2023, subject to certain continued employment, acceleration, and forfeiture provisions. Mr. Bunn received 16,667 shares of restricted stock to vest on January 1, 2025, subject to certain continued employment, acceleration, and forfeiture provisions.
Mr. Hogan did not receive an equity award during 2020. Absent extraordinary circumstances, the Committee does not expect to make additional equity awards to Mr. Hogan for 2021, 2022, or 2023.
Incentive Stock Options
The Committee approved performance-based options to purchase the Company’s Class A common stock (“Options”) to David R. Parker, our Chairman and CEO, and Mr. Bunn under the Plan, to further align their compensation with the Company’s performance, as well as to recognize Mr. Bunn’s promotion. Mr. Parker received 400,000 Options and Mr. Bunn received 50,000 Options. The Options vest (i) 25% if the average closing price of the Company’s Class A Common Stock exceeds a certain level over any 90 day period before December 31, 2023, but in no event sooner than April 6, 2022, (ii) 25% if the Company achieves a certain level of freight revenue for the year ended December 31, 2023, (iii) 25% if the Company achieves certain adjusted earnings per share (“EPS”) goals for the three-year period ended December 31, 2023, along with a minimum adjusted EPS goal for the year ended December 31, 2023, and (iv) 25% if the Company achieves certain other adjusted EPS goals for the three-year period ended December 31, 2023. The vesting of the Options is subject to certain continued employment, acceleration, and forfeiture provisions.
Mr. Parker did not receive an equity award during 2020. Absent extraordinary circumstances, the Committee does not expect to make additional equity awards to Mr. Parker for 2021, 2022, or 2023. 2021 Short-Term Cash Incentive Plans
The Committee approved a short-term cash incentive plan for Messrs. Parker, Hogan, and Bunn (the “2021 Senior Executive Bonus Program”). Under the 2021 Senior Executive Bonus Program, the bonus targets, expressed as a percentage of year-end annualized base salary, were the same as under the 2020 short-term cash incentive plan for Messrs. Parker and Hogan at 100% and Mr. Bunn’s bonus target was changed from 60% to 80% of year-end annualized base salary in recognition of his promotion. Under the 2021 Senior Executive Bonus Program, participants are eligible to earn 100% of their target bonus upon the attainment of a certain adjusted EPS goal for fiscal year 2021. Additionally, if the adjusted EPS goal is met, participants are eligible to earn up to additional 100% of their bonus target as follows: (i) 32% of the bonus target for achieving a goal related to leadership structure, (ii) 34% of the bonus target for achieving certain goals related to safety, and (iii) up to 34% for achieving certain goals related to productivity.
The Committee approved a short-term cash incentive plan for Mr. Hough (the “2021 Hough Bonus Program”). Mr. Hough’s bonus target is 50% of annualized year-end base salary. Under the 2021 Hough Bonus Program, Mr. Hough is eligible to earn up to 200% of his bonus target for achievement of goals related to Expedited gross margin (weighted at 75%) and adjusted EPS (weighted at 25%). |
