Each nonemployee member of the Board had the choice of receiving his or her
annual retainer of $200,000 in Company stock, cash or any combination thereof. Those directors choosing to receive their full retainer in Company stock received 2,228 shares based on the $89.77 closing market price on April 20, 2017. Sharilyn
S. Gasaway elected to receive half of her retainer in stock, totaling 1,114 shares, based on the closing market price shown above. Wayne Garrison and Douglas G. Duncan elected to receive their annual retainer in cash.
To more closely align his or her interests with those of the stockholders, each Board member is required to own three times
his/her estimated annual compensation in Company stock within five years of his/her initial stockholder election to the Board. All Board members are in compliance with this requirement.
Nonemployee members of the Board did not participate in either a company-sponsored pension or deferred compensation plan in
calendar year 2017.
Chairman of the Board
The role of Chairman of the Board is an employed executive position of the Company. Therefore, the Chairman of the Board
participates in all primary compensation components available to executive officers of the Company as discussed in our Compensation Discussion and Analysis of this Proxy Statement, with the exception of short-term cash incentive awards. He does
not receive any director fees for his service on the Companys Board of Directors.
Chairman Compensation Paid in Calendar Year
2017
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Board Member
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Salary
($) (2)
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Restricted Share
or Stock Option
Awards ($)
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Non-Equity
Incentive Plan
Compensation ($)
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Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
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All Other
Compensation
($) (1)
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Total ($)
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Kirk Thompson, Chairman of the Board
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350,000
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5,610
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355,610
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(1)
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Includes $2,425 taxable allowance for financial counseling services and $3,185 Company contributions to
401(k) plan.
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(2)
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On January 24, 2018, the independent members of the Board of Directors authorized a salary of $365,000
for the Chairman of the Board, effective February 4, 2018.
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EXECUTIVE OFFICERS OF THE COMPANY
Kevin Bracy
, 47, joined the Company in 1998 as a Financial Analyst and currently serves as Senior Vice President of
Finance, Treasurer and Assistant Secretary.
Darren Field
, 47, joined the company in 1994 as a Night Dispatcher and
currently serves as Executive Vice President of Intermodal.
Craig Harper
, 60, joined the Company in 1992 as Vice
President of Marketing and currently serves as Executive Vice President. Prior to joining the Company, he worked for Rineco Chemical Industries as its Chief Executive Officer.
Bradley Hicks
, 45, joined the Company in 1996 as a Management Trainee and currently serves as Executive Vice President
of Dedicated Contract Services.
Nicholas Hobbs
, 55, joined the Company in 1984 as a Management Trainee and
currently serves as Executive Vice President and President of Dedicated Contract Services.
John Kuhlow
, 47, joined
the Company in 2006 as Assistant Corporate Controller and currently serves as Senior Vice President of Finance, Controller and Chief Accounting Officer. Prior to joining the Company, he was a Senior Audit Manager for KPMG LLP. Mr. Kuhlow is a
Certified Public Accountant.
Terrence D. Matthews
, 59, joined the Company in 1986 as a National Accounts Manager
and currently serves as Executive Vice President and President of Intermodal. Prior to joining the Company, he worked as a National Accounts Manager for North American Van Lines.
Eric McGee
, 44, joined the Company in 1998 as a National Account Service Monitor and currently serves as Executive Vice
President of Highway Services.
David G. Mee
, 57, joined the Company in 1992 as Vice President Tax and currently
serves as Executive Vice President of Finance and Administration and Chief Financial Officer. He also serves as the Companys Corporate Secretary. Prior to joining the Company, he was a Senior Tax Manager for KPMG LLP. Mr. Mee is a
Certified Public Accountant.
Stuart Scott
, 51, joined the Company in 2016 as Executive Vice President and Chief
Information Officer. Prior to joining the Company, he served as Chief Information Officer (CIO) at Tempur-Sealy International, CIO at Microsoft, and CIO for various General Electric businesses.
Shelley Simpson
, 46, joined the Company in 1994 as a Management Trainee and currently serves as Executive Vice
President, Chief Commercial Officer, and President of Highway Services.
11