Board of Directors Compensation

2021 Director Compensation Elements

In fiscal 2021, non-employee directors received, as applicable: (a) an annual cash retainer of $60,000; (b) equity compensation with a target value of $85,000; and (c) individual retainers and meeting participation fees according to the following schedule:

Director Fee Element

Fees ($)

Lead Independent Director Retainer (annual)

23,750

Audit Committee Chair Retainer (annual)

19,375

Compensation Committee Chair Retainer (annual)

12,000

N&CG Committee Chair Retainer (annual)

10,000

Full Board Meeting Fee (per meeting)

2,000

Committee Meeting Fee (per meeting)

2,000

These compensation elements and the associated amounts were unchanged from fiscal 2020. The existing compensation elements and amounts were established by the Board after a review of data prepared by Longnecker & Associates, the Compensation Committee’s independent consultants, that showed competitive director compensation levels among the market generally and among the Company’s compensation peer group, which is discussed under “Executive Compensation—Executive Compensation Program Principles.”

The equity portion of non-employee director compensation is provided in the form of restricted stock of the Company having a target value of $85,000 on the date of grant. This equity grant value has been in place since fiscal 2019, and was based on competitive benchmarking and market analysis in consultation with Longnecker & Associates. The Company typically makes these annual non-employee director equity grants on October 1 of each year. The restricted stock, which fully vests on the earliest of one year from the date of grant, the termination of the director’s service due to death or disability, or a change in control, has full voting rights and is eligible to receive dividends (if any are paid).

Directors are also eligible to receive special additional compensation when performing services that are determined by the Board to be well above and beyond the normal director service requirements. The Board has not set a compensatory rate for these services, and no fees were paid for this purpose in fiscal 2021.

Stock Ownership Guidelines

Under the Company’s Common Stock Ownership and Retention Guidelines, all non-employee directors are expected to own shares of Company common stock with a value equal to at least five times the annual cash retainer (currently $300,000) by their fifth anniversary of Board service. As of March 31, 2021, all non-employee directors were in compliance with Company ownership guidelines.

2021 Director Compensation Table

The following table sets forth certain information with respect to our non-employee director compensation for the fiscal year ended March 31, 2021. Compensation information for Mr. Armes is set forth below under “Executive Compensation—Summary Compensation Table.” Mr. Armes did not receive any additional compensation for his service as a director.

Name

Fees Earned or

Paid in Cash

($)

 

Stock

Awards

($)

(1)(2) 

Total

($)

Michael Gambrell

104,000

 

85,049

 

189,049

Terry Johnston

102,000

 

85,049

 

187,049

Linda Livingstone

110,000

 

85,049

 

195,049

William Quinn

127,375

 

85,049

 

212,424

Robert Swartz

135,750

 

85,049

 

220,799

Kent Sweezey

108,000

 

85,049

 

193,049

Debra von Storch

96,000

 

85,049

 

181,049

(1)

Eligible non-employee directors received an annual equity grant of 1,095 shares of restricted stock on October 1, 2020. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation — Stock Compensation,” and are calculated using a price per share of $77.67, the closing market price of the Company’s common stock as quoted by NASDAQ on the date of grant. Assumptions used in the valuations are discussed in Note 6 to the Company’s audited consolidated financial statements for the year ended March 31, 2021, in the Annual Report on Form 10-K filed with the SEC on May 20, 2021.

(2)

The current non-employee directors each had 1,095 shares of restricted stock outstanding at March 31, 2021. The non-employee directors did not have any stock option awards outstanding at March 31, 2021.

 

Chargement...