Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
Named Executive Officer Bonuses and Salaries
The Compensation Committee of the Companys Board of Directors met on February 16, 2017, and
reviewed the Companys performance against certain bonus goal targets for its fiscal year ended
December 31, 2016 (Fiscal Year 2016). The bonus goals for each of the Companys Named Executive
Officers for Fiscal Year 2016 are based entirely on the Companys performance against certain
Company Goals, which consisted of achieving: (1) certain depletions growth targets in 2016 over
2015, which are weighted as 60% of the Company Goals; (2) certain EBITDA targets, which are
weighted as 25% of the Company Goals; and (3) certain resource efficiency and cost savings targets,
which are weighted as 15% of the Company Goals. Bonus payouts for the Companys Named Executive
Officers are determined in accordance with a scale that provides for between 0% and 150% payout,
based on the Companys performance against these Company Goals. Assessment of the achievement of
the Company Goals is within the purview of the Compensation Committee.
The Committee determined that the Company achieved 15.98% of its Company Goals in 2016 and
correspondingly approved the bonus payouts of the Companys Fiscal Year 2016 Named Executive
Officers, namely President and Chief Executive Officer Martin F. Roper, Treasurer and Chief
Financial Officer Frank H. Smalla, Chief Sales Officer John C. Geist, Chief Marketing Officer
Jonathan N. Potter, and Senior Vice President, Supply Chain Quincy B. Troupe. Former Treasurer and
Chief Financial Officer William F. Urich retired in February 2016 and is therefore not eligible for
a bonus for Fiscal Year 2016. Based on the Companys performance against the Company Goals in
2016, the Committee approved bonuses of:
$100,099 for Mr. Roper, or 15.98% of his potential bonus;
$47,940 for Mr. Smalla, or 15.98% of his potential bonus;
$47,940 for Mr. Geist, or 15.98% of his potential bonus;
$16,057 for Mr. Potter, or 15.98% of his potential bonus; and
$26,352 for Mr. Troupe, or 15.98% of his potential bonus.
The Committee also approved 2017 base salaries for its currently serving Named Executive Officers
of:
$783,000 for Mr. Roper, no increase from his 2016 base salary;
$505,000 for Mr. Smalla, a 1.0% increase from his 2016 base salary;
$505,000 for Mr. Geist, a 1.0% increase from his 2016 base salary;
$479,750 for Mr. Potter, a 1.0% increase from his 2016 base salary; and
$353,500 for Mr. Troupe, a 1.0% increase from his 2016 base salary.
The salary increases are effective as of March 26, 2017, the same date that any salary
increases for other employees will take effect. In the event that that effective date is changed
for other employees, the date will change in a corresponding manner for the Named Executive
Officers.