During our 2017 fiscal year the Compensation Committee approved a cash incentive award to
Mr. Gray in the amount of $50,000, which is to be paid during our 2018 fiscal year upon Mr. Grays timely achievement of specified performance measures associated with the Companys IT transformation. The Cash Incentive Agreement
for this award, as amended, provides that Mr. Gray must repay the incentive to the Company if before the first anniversary of the payment date he either voluntarily terminates his employment with the Company other than for Good
Reason or the Company terminates his employment for Cause. See Potential Payments upon Termination of Employment or Change in Control in this Item 1 for general definitions of Cause and Good
Reason.
During our 2017 fiscal year in connection with his employment as Senior Vice President and Chief Financial Officer of the
Company, the Compensation Committee approved a $60,000 signing bonus for Mr. Bird.
CEO Compensation
Mr. Powell serves as our Chief Executive Officer and President and as a member of the Board of Directors. As more fully described
elsewhere in this Compensation Discussion and Analysis, during our 2017 fiscal year Mr. Powell received an annual base salary of $750,000 and participated in (A) the 2017 AIP, with incentive opportunities equal to 100% of his annual base
salary and (B) the 2017 LTIP with incentive opportunities equal to 100% of his annual base salary. Based on our 2017 fiscal year financial performance Mr. Powell did not receive a payout under the 2017 AIP. See 2017 Annual Incentive
Compensation in this Compensation Discussion and Analysis. During our 2017 fiscal year and pursuant to the 2017 LTIP Mr. Powell received 50,000 stock units under the 2017 LTIP which vest in three equal installments over a three year
period (see also the 2017 Fiscal Year Summary Compensation Table in this Item 1). The first installment of stock units granted to Mr. Powell under the 2017 LTIP vested on January 30, 2018 for which the Company paid
Mr. Powell $43,750 in cash (less taxes and other required withholdings). See also Company Employment ArrangementsMr. Powell in this Item 1 regarding compensation arrangements for Mr. Powell approved by the
Compensation Committee during our 2016 fiscal year.
2018 Fiscal Year-Related Compensation Actions
On January 17, 2018 (during our 2017 fiscal year) the Compensation Committee approved the 2018 AIP and the 2018 LTIP and awards under
these plans (other than stock unit grants, which the Compensation Committee approved on January 18, 2018) for the Named Executive Officers and other executives.
For the 2018 AIP the Compensation Committee approved specified levels of adjusted business EBITDA, corporate expenses, and adjusted EBITDA as
the performance measures for 2018 AIP incentive opportunities available to our eligible associates, including the Named Executive Officers. Under the 2018 AIP Messrs. Powell, Bird, Gray, Buckley, and Hansen have an incentive opportunity (as a
percent of base salary) of 100%, 75%, 75%, 50%, and 50%, respectively.
For the 2018 LTIP the Compensation Committee approved 2018 LTIP
awards to eligible participants including the Named Executive Officers. The awards approved by the Compensation Committee for the 2018 LTIP include: (A) an incentive, payable solely in cash, based on a three fiscal year performance-measurement
period (Companys fiscal 2018 year through its fiscal 2020 fiscal year) and the requirement that at the end of the performance-measurement period Companys aggregate adjusted EBITDA must be greater than a specified amount, and includes
eligibility for cash payments equal to 25%, 100%, and 150% of the incentive opportunities based on achievement of increasing aggregate three fiscal year adjusted EBITDA objectives (75% of the 2018 LTIP); and (B) stock unit grants with a three
year vesting schedule (25% of the 2018 LTIP). The Committees 2018 LTIP awards for Messrs. Powell, Bird, Gray, Buckley, and Hansen include (A) cash incentive opportunities as a percent of base salary of 150%, 100%, 100%, 50%, and 50%,
respectively, and (B) stock unit grants of 98,684, 57,018, 42,105, 12,719 and 19,737, respectively, which vest, and will be payable solely in cash, in three substantially equal installments on January 30, 2019, January 30, 2020, and
January 30, 2021. Pursuant to the
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