Non-Qualified
Deferred Compensation Plan
We seek to provide our executive officers, including our Named Executive Officers, with market-competitive benefit programs consistent with the
programs provided at the companies with which we compete for executive talent. We maintain a
non-qualified
deferred compensation plan (the Deferred Compensation Plan) in which a select group of
executive officers and other highly compensated employees, including our Named Executive Officers, may elect to participate as part of our market-competitive benefit programs.
See the Nonqualified Deferred Compensation Table for 2018 activity and further details regarding the Deferred Compensation Plan.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide
perquisites to our executive officers, including our Named Executive Officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and
effective, and for recruitment and retention purposes.
During 2018, none of our Named Executive Officers received perquisites or other personal benefits that were,
in the aggregate, $10,000 or more. We do not expect that any future perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal
benefits will be approved and subject to periodic review by the Compensation Committee.
Performance Results for Prior Year Awards
Our 2016 LTIP performance shares, granted in February 2016, had a three-year performance period running through 2018. The performance period measures were
cumulative EBITDA and compound annual growth rate in total sales. We did not achieve the threshold performance in these measures and as a result, there was no payout for the award.
Employment Agreements
Except for the
Amended and Restated Employment Agreement which we entered into with our CEO effective January 7, 2016 (the CEO Employment
Agreement), we do not have employment agreements or severance arrangements with any of our executive officers, including any of our Named Executive Officers, except as described in the next section. No changes or amendments were made to the
CEO Employment Agreement in 2018 or year to date in 2019.
For information on the specific terms and conditions of the CEO Employment Agreement, see CEO
Employment Agreement below.
Post-Employment Compensation Arrangements
We seek to provide our executive officers, including our Named Executive Officers, with market competitive post-employment compensation arrangements consistent with the
post-employment payments and benefits provided at the companies with which we compete for executive talent.
We have entered into written Change in Control
Agreements (the CIC Agreements) with each of our Named Executive Officers, which were last amended in June 2016. Each of these agreements was approved by the Compensation Committee or, in certain instances, by our Board.
These
agreements set forth the rights and responsibilities of each party and protect both parties interests in the event of a termination of employment by providing the Named Executive Officer with the opportunity to receive certain post-employment
payments and benefits in the event of a termination of employment under certain circumstances, including in connection with a change in control of the Company.
In
2018 for effect on January 1, 2019, we reviewed our current post-employment compensation arrangements and decided to provide policy-based severance for top executives of one year base salary and benefits continuation, which would be provided in
the event of a termination without cause that does not occur following a change in control. We made this change to more closely align with market practices, which we believe is necessary to attract talented executives. We also believe that by
implementing a standard practice we can avoid protracted negotiations on this topic and ensure the uniform treatment of executives.
2019 PROXY STATEMENT
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