The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy for pre-approving all audit and permissible non-audit
services provided by the independent registered public accounting firm.
Each year, the Audit Committee pre-approves independent registered public accounting firm services and associated fee ranges within the
categories of Audit Services, Audit-Related Services, Tax Services and Other Services.
Throughout the year, circumstances may arise that require the engagement of the independent registered public accounting firm for additional
services that were not contemplated by the existing pre-approval categories. In that case, the Audit and Non-Audit Services Pre-Approval Policy requires specific approval by the Audit Committee of such services before engaging the independent
registered public accounting firm. To ensure the prompt handling of such matters, the Audit Committee has granted pre-approval authority to its Chairman. The Chairman reports any pre-approval decisions made at the next Audit Committee meeting.
During 2018 and 2017, none of the services provided to the Company by the independent registered public accounting firm under the categories
Audit-Related Services and Tax Services described above were approved by the Audit Committee after such services were rendered pursuant to the de minimis exception established under SEC regulations.
Compensation Discussion and Analysis
The Compensation Committee is responsible for setting the compensation of the named executive officers listed in the Summary Compensation
Table. The ensuing discussion and analysis of the material elements of the Company’s executive compensation program focuses on the following:
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the philosophy and objectives of the compensation program, including the results and behaviors the program is designed to reward;
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the process used to determine executive compensation;
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the role of shareholder say-on-pay votes;
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each element of compensation (see “
Elements of
Executive Compensation
” section below);
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the reasons why the Committee chooses to pay each element;
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how the Committee determines the amount of each element; and
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how each element and the Committee’s decisions regarding that element fit into the Committee’s stated objectives and affect the Committee’s decisions
regarding other elements.
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Philosophy and Objectives of the Executive Compensation Program
The Compensation Committee believes that the ultimate objective of an effective executive compensation program is to reward the accretion of
shareholder value over the long term. In keeping with this philosophy, the Compensation Committee has designed the Company’s executive compensation program to reward the achievement of the Company’s objectives and to align the interests of
executives with those of shareholders.
Retention of talented executives with the skills, experience and vision to lead the Company is integral to the Company’s success. However,
given the Company’s history as a family-managed company and the substantial equity interest held by our named executive officers, the Compensation Committee’s philosophy tends to focus on fairness, executive performance and long-term commitment.
To support the over-arching objective of the accretion of shareholder value, a significant focus of the executive compensation program is to
reward the attainment of short-term and long-term Company objectives and to provide the proper motivation for the executive officers to strive to achieve those objectives.
While the Compensation Committee does review stock performance in making its compensation decisions, it places relatively low emphasis on
short-term stock performance as a measurement of Company and executive performance. The Compensation Committee feels this is appropriate since short-term movements in stock price are subject to factors unrelated to performance and beyond the control
of executive officers, including factors affecting the securities markets generally. The Company’s management strives to build shareholder value by meeting customer needs, building cash flow and return on assets, promoting operational excellence and
strategic innovation and improving the Company’s financial performance, including improvements in revenues, net income and other financial performance metrics. The pursuit of such short-term and long-term objectives is not always consistent with
producing short-term stock price increases, but the Compensation Committee believes that taking a broader view will demand performance that is more likely to maximize return to the shareholders over time. The Compensation Committee believes that
there are many ways in which its executive officers and other executives contribute to building a successful company. While the Company’s financial statements and stock price should eventually reflect the results of those efforts, many long-term
strategic decisions made in pursuing the growth and development of the Company may have little visible impact on stock price in the short term.
Finally, the Compensation Committee’s philosophy considers the cyclical nature of the Company’s business, which is strongly influenced by
factors external to the Company, such as prevailing mortgage interest rates, wage growth and employment rates, and overall economic activity in the markets the Company serves. Because these factors are beyond the control of the executive officers,
the Compensation Committee does not attempt to solely link annual operating results with annual compensation. Instead, the Compensation Committee focuses on the accretion of shareholder value over time, among other measures, in evaluating the
performance of the executive officers and in designing the executive compensation program.
In summary, the Company’s executive compensation program is designed to support five objectives:
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aligning executives’ interests with those of shareholders;
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promoting and rewarding the fulfillment of annual and long-term objectives;
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promoting and rewarding long-term commitment;
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maintaining internal compensation equity; and
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competing for talent in order to retain executives with the skills and attributes the Company needs.
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Determining Executive Compensation
The Compensation Committee makes all compensation decisions for the named executive officers and approves recommendations regarding equity
awards for all of the Company’s elected officers. Decisions regarding non-equity compensation of all other officers and employees are made by the Company’s named executive officers.
The Chief Executive Officer annually reviews the performance of each of the other named executive officers in connection with the Company’s
attainment of its objectives. Based on those reviews, the Chief Executive Officer makes recommendations with respect to compensation to the Compensation Committee. The Compensation Committee then can exercise its discretion in modifying any
recommended adjustments or awards to those named executive officers based upon its evaluation of their performance as well as other aspects of the Compensation Committee’s compensation philosophy.
The Compensation Committee’s review of the Chief Executive Officer’s compensation is subject to separate procedures. The Compensation
Committee evaluates the Chief Executive Officer’s performance, reviews the Compensation Committee’s evaluation with him and, based on that evaluation and review, determines the amount of salary adjustment and incentive award. Consistent with the
applicable requirements of Nasdaq listing standards, the Chief Executive Officer is excused from meetings of the Compensation Committee during voting deliberations regarding his compensation.
In making compensation decisions, the Compensation Committee is guided by its executive compensation philosophy, its own judgment and other
sources of information that it considers relevant. In addition, the Compensation Committee annually reviews tally sheets showing each executive officer’s compensation history with respect to each element of compensation for a period of five years.
The Compensation Committee does not currently retain or use an executive compensation consultant for determining or recommending the amount or terms of executive compensation.
Based upon the cyclical nature of the Company’s business, the Compensation Committee believes that compensation of the executive officers
cannot be based upon fixed formulas and that the prudent use of discretion in determining compensation will generally be in the best interests of the Company and its shareholders. Accordingly, in the exercise of its discretion, the Compensation
Committee approves and determines compensation, and may approve changes in compensation that it considers to be appropriate to award performance or otherwise to provide incentives toward fulfilling the philosophy and objectives of our executive
compensation program.
Role of Shareholder Say-on-Pay Votes
Since 2013, we have provided our shareholders with the opportunity to cast an advisory vote on executive compensation (a Say-on-Pay proposal)
every three years. At the Company’s annual meeting of shareholders held in May 2016, shareholders overwhelmingly approved the Company’s executive compensation with approximately 98% of the votes cast in favor. The Compensation Committee believes
this vote affirms the shareholders’ support of the Company’s approach to executive compensation and did not make specific changes to our executive compensation program in response to the vote. The Compensation Committee will also continue to
consider the outcome of the Company’s Say-on-Pay votes when making future compensation decisions for the named executive officers.
Elements of Executive Compensation
The principal components of our executive compensation program for the named executive officers are generally:
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annual incentive bonuses;
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long-term equity incentive awards;
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benefits under employment agreements;
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potential payments and benefits upon change of control; and
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benefits and perquisites.
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Base Salaries.
Base salaries represent a usual and expected component of executive compensation, and are paid to provide executives with a fixed level of compensation. In setting base salaries for the executive officers, the Compensation Committee considered the
following factors:
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the responsibilities and critical leadership role of the executives;
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the experience and individual performance of the executives, and their contribution to the Company’s strategic initiatives;
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the Company’s financial performance, judged in light of external market factors;
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the Company’s stock price performance, in absolute terms and relative to its peers and the market as a whole;
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the Compensation Committee’s evaluation of market demand for executives with similar capability and experience;
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the Compensation Committee’s desire to strike an appropriate balance between the fixed elements of compensation and the variable performance-based
elements; and
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obligations under employment agreements.
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Salary levels are generally considered annually as part of the Company’s performance review process, or upon a promotion or other change in
job responsibility. For fiscal 2018, each of the named executive officers received an increase in base salary, reflected as a percentage of fiscal 2017 base salary, as follows: J. Allen Fine – 3.0%; James A. Fine, Jr. – 3.4%; W. Morris Fine –
3.4%. These increases were provided to each of the named executive officers in recognition of their leadership in the Company’s outstanding performance.
Annual Incentive
Bonuses.
Discretionary annual incentive bonuses are provided to reward performance and motivate the executives to achieve the Company’s short-term and long-term objectives. In determining annual incentive bonus amounts, the Compensation
Committee seeks to link a substantial portion of each individual’s total annual compensation to the attainment of these objectives. In determining annual incentive bonus amounts, the Compensation Committee considers each executive’s level of
responsibility and degree of influence on the Company’s objectives, as well as the Compensation Committee’s desire to strike an appropriate balance between the fixed elements of compensation and the variable performance-based elements. By design,
at-risk pay for the named executive officers is generally a significant component of the total compensation package, between 55% and 70% of potential total cash compensation.
Grants of incentive bonuses are based primarily upon the attainment of the Company’s short-term and long-term objectives. The incentive bonus
compensation for any given year is not tied to target amounts by a specific fixed formula. In determining the incentive bonus amounts, the Compensation Committee reviews the Company’s progress toward meeting its objectives, and each executive
officer’s contribution toward that progress, in the context of award amounts from prior years, as well as the Compensation Committee’s judgment and use of discretion.
The annual incentive bonus for each of J. Allen Fine, James A. Fine, Jr. and W. Morris Fine increased to $800,000 for fiscal 2018. This
reflects the Committee’s continued recognition of the performance of the named executive officers and their contribution toward the Company attaining a return on equity of 12.39%, profit margin of 14.01% and operating margin of 17.32%.
Long-Term Equity
Incentive Awards.
The Compensation Committee periodically considers awarding equity-based incentives to the named executive officers in order to closely link the interests of the program participants with those of shareholders, reward
short-term performance and encourage long-term commitment. By delivering value only when the value of the Company’s stock increases, equity-based incentives motivate executives to focus on managing the Company from the perspective of an owner with
an equity stake in the Company. In the Compensation Committee’s opinion, past equity-based incentive awards were successful in focusing senior management on building profitability and shareholder value.
The Compensation Committee does not follow the practice of making annual or other periodic awards to individuals who are determined to be
eligible to participate in equity incentive plans. However, the Compensation Committee does regularly evaluate the stock ownership of key employees, including the named executive officers, and, when it deems it appropriate, makes awards in
accordance with the philosophy outlined above.
Prior to its expiration in March 2019, all equity awards were made in the form of SARs under the 2009 Plan, which shareholders approved on May
20, 2009. SARs generally become exercisable at any time on or after the first anniversary date of the grant date and no more than 50,000 options may be granted to one individual under the 2009 Plan. No new SARs were granted to the executive officers
in 2018.
Benefits Under
Employment Agreements.
ITIC has entered into employment agreements with the named executive officers under which they are entitled to certain compensation and benefits, including severance benefits. These agreements are intended to
provide employment security by specifying minimum base salaries and benefits. Additionally, under these agreements, the executive officers agree to certain non-competition and non-solicitation covenants. For additional information regarding these
employment agreements see “
— Summary Compensation Table — Employment Agreements
” below. For detailed information regarding severance
benefits, see “
— Potential Payments Upon Termination or Change in Control
” below.
Potential Payments
and Benefits Upon Change in Control.
Under their employment agreements, the named executive officers are entitled to certain severance payments if they terminate employment because of a change in control, as well as a salary increase of
100% if a change in control does not result in termination of employment.
The arrangements were established because:
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it is in the best interest of the Company and its shareholders to assure that the Company will have the continued dedication of the Company’s named
executive officers notwithstanding the possibility, threat or occurrence of a change in control; and
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it is imperative to diminish the inevitable distraction to such executive officers by virtue of the personal uncertainties and risks created by a
pending of threatened change in control.
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For detailed information regarding severance benefits payable in connection with a termination because of a change in control, see “
— Potential Payments Upon Termination or Change in Control
” below.
Benefits and
Perquisites.
The Company provides all eligible employees, including the named executive officers, with a benefit program that
the Compensation Committee believes is reasonable, competitive and consistent with the overall objectives of the compensation program.
The named executive officers are eligible to participate in the Company’s group insurance program, which during fiscal 2018 included group
health, dental, vision and life insurance, as well as short and long term disability insurance. Other benefits offered during fiscal 2018 included flexible spending accounts and a pretax premium plan, paid sick leave, paid holidays and paid
vacations.
Under the Company’s 401(k) plan, the Company makes contributions amounting to 3% of compensation for each eligible employee. The Company
may make additional contributions under the profit share provisions of the plan. For the 2018 plan year, the Company contributed an additional 1% of compensation for eligible employees under the profit share provisions of the plan. In 2017, a
contribution of 3% of compensation was made to eligible employees under the profit share provisions of the plan. The named executive officers receive an annual supplemental retirement cash payment equal to the amount that would have been contributed
to their 401(k) plan accounts if the contributions to the 401(k) plan were not limited under federal tax laws.
The Company provides Company-owned vehicles to certain officers and employees who hold positions requiring frequent travel. The Company does
not prohibit the personal use of Company-owned vehicles, but the value of any personal use is treated as taxable compensation. Each of the executive officers is assigned a Company-owned vehicle, and may use the vehicle for personal use according to
the Company’s policy covering all Company-owned vehicles.
James A. Fine, Jr. and W. Morris Fine are also parties to Death Benefit Plan Agreements, which provide that, in the event of death, certain
amounts payable under their respective employment agreements will be paid in a lump sum within 60 days of death to their respective beneficiaries. Under each agreement, the respective beneficiary would also be paid a lump sum amount equal to
$2,000,000 subject to adjustments as described under
“— Potential Payments Upon Termination or Change in Control James A. Fine Jr. and W.
Morris Fine”
below. The agreements are provided to minimize the distraction to the executive officers of personal risks and uncertainties.
As a matter of policy, the Compensation Committee does not award personal benefits or perquisites that are unrelated to the Company’s
business. The Compensation Committee reviews and approves annually all benefits and perquisites paid to our named executive officers.
In the past, the Compensation Committee provided benefits to named executive officers pursuant to two non-qualified plans. The Non-Qualified
Supplemental Retirement Benefit Plan of the Company’s wholly-owned subsidiary, Investors Title Insurance Company (“ITIC”) is an unfunded defined contribution plan designed to provide additional retirement benefits on a tax deferred basis for select
management or highly compensated employees. The Non-Qualified Deferred Compensation Plan of ITIC is an unfunded defined contribution plan designed to provide additional retirement benefits on a tax deferred basis for select management or highly
compensated employees. No contributions have been made to either of these plans for the named executive officers in the past three years and each named executive officer’s account balance was zero at December 31, 2018. The Compensation Committee
does not presently intend to provide benefits to the named executive officers under these plans going forward.
Tax and Accounting Implications
Deductibility of
Executive Compensation.
As part of its role, the Compensation Committee reviews and considers the tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which provides
that a public company is generally not entitled to deduct for federal income tax purposes compensation paid to any of its “covered employees” in excess of $1.0 million. Historically, Section 162(m) exempted “performance-based compensation” from the
deduction limit if certain requirements were met.
However, this exemption was repealed by legislation signed into law on December 22, 2017, generally referred to as the 2018 Tax Cuts and Jobs
Act. In addition, that Act expanded the persons considered to be covered employees to include the Company’s chief financial officer. The Committee continues to evaluate the changes to Section 162(m) and their significance to our compensation
programs; however, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible for federal income tax
purposes.
Accounting for
Stock-Based Compensation.
The Company accounts for stock-based payments in accordance with the requirements of FASB ASC Topic 718, Stock Compensation.
Summary Compensation Table
The table below summarizes the total compensation for each of the named executive officers for each of the fiscal years ended December 31,
2018, December 31, 2017 and December 31, 2016, respectively.
Name and Principal Position
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Year
|
Salary
($)
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Bonus
($)
(1)
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All Other
Compensation
($)
(2)
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Total
($)
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J. Allen Fine
Chief Executive Officer and Chairman of the Board
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2018
2017
2016
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422,900
405,250
367,166
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800,000
755,400
750,000
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61,333
60,095
44,135
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1,248,233
1,220,745
1,161,301
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James A. Fine, Jr.
President, Chief Financial Officer and Treasurer
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2018
2017
2016
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360,000
343,933
311,600
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800,000
753,600
750,000
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58,827
57,610
44,134
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1,218,827
1,155,143
1,105,734
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W. Morris Fine
Executive Vice President & Secretary
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2018
2017
2016
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360,000
343,933
311,600
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800,000
753,000
750,000
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62,275
60,489
45,657
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1,222,275
1,157,422
1,107,257
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(1)
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Reflects cash bonuses earned in the applicable year.
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(2)
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Amounts set forth as “All Other Compensation” for fiscal 2018 consists of the following:
|
Name
|
401(k)
Contributions
($)
|
Supplemental
Retirement
Cash
Payment ($)
|
Life and
Health
Insurance
($)
|
Personal
Use of
Company
Vehicle
($)
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Total
($)
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J. Allen Fine
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11,000
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37,369
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6,497
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6,467
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61,333
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James A. Fine, Jr.
|
11,000
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34,751
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10,381
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2,695
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58,827
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W. Morris Fine
|
11,000
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34,751
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10,381
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6,143
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62,275
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Employment Agreements
Each of the named executive officers is party to an employment agreement with the Company, which was amended and restated effective January 1,
2009. Under the employment agreements, each of J. Allen Fine, James A. Fine, Jr., and W. Morris Fine are entitled to a minimum base salary and such cash bonuses as the Board may determine in its sole discretion. Under these agreements, Messrs.
Fine, Fine, Jr., and Fine participate in the Company’s benefits programs generally provided to other executives, receive 30 days of paid vacation and unlimited sick leave, and are entitled to reimbursement for reasonably incurred out-of-pocket
business expenses. Additionally, under these agreements, Messrs. Fine, Fine, Jr. and Fine receive an annual supplemental retirement cash payment equal to the amount that would have been contributed to their 401(k) plan accounts if the contributions
to the 401(k) plan were not limited under federal tax laws. The agreements also provide for minimum payments to each executive officer in the event of (i) disability or retirement, (ii) termination by the Company without cause or (iii) termination
by the officer for good reason or due to a change in control. These agreements also prohibit Messrs. Fine, Fine, Jr. and Fine from engaging in certain activities involving competition with the Company for a two-year period following termination of
employment. Each employment agreement has a five-year rolling term beginning January 1, 2009, unless terminated earlier in accordance with its terms.
Grants of Plan-Based Awards in 2018
There were no grants of plan based awards to the named executive officers in the fiscal year ended December 31, 2018.
Outstanding Equity Awards at 2018 Fiscal Year-End
There were no outstanding equity awards to the named executive officers as of December 31, 2018.
2018 Option Exercises and Stock Vested
There was no exercise of options or SARs or vesting of shares of Common Stock held by the named executive officers in fiscal 2018.
Potential Payments Upon Termination or Change in Control
Under the employment agreements in effect on December 31, 2018, the executive officers are entitled to severance payments and benefits under
their employment agreements as described below.
J. Allen Fine.
Under Mr. J. Allen Fine’s employment agreement, if his employment is terminated due to death, disability or retirement (following his 70
th
birthday), he is entitled to receive the following:
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except in the case of death, a lump sum payment of three times his then-current salary, but in no event less than $910,000;
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except in the case of death, a lump sum payment of three times the average of the bonus compensation paid to him in the three prior fiscal years, but
in no event less than $1,055,000;
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accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any);
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accelerated vesting in full of all stock options held by him;
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continued participation in the Company’s health insurance plans by him and his wife at no expense until his death or, if later, his wife’s death; and
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continued participation in the Company’s health insurance plans by his dependent children at no expense until any such children are no longer
dependent.
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Under Mr. Fine’s employment agreement, if his employment is terminated by the Company other than for “cause” or by him due to the Company’s
material breach under his employment agreement (i.e., “good reason”), he is entitled to receive the following:
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a lump sum payment of five times his then-current salary, but in no event less than $1,516,800;
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a lump sum payment of five times the average of the bonus compensation paid to him in the three prior fiscal years, but in no event less than
$1,758,335;
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accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any);
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accelerated vesting in full of all stock options held by him; and
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continued health insurance coverage as described above.
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Under Mr. Fine’s employment agreement, if he terminates his employment because of a “change in control,” he is entitled to receive the
following:
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a lump sum payment equal to 2.99 times his then-current base salary, but in no event less than $907,046;
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a lump sum payment equal to 2.99 times the average bonus compensation paid to him during the preceding three fiscal years, but in no event less than
$1,051,484;
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accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any);
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accelerated vesting in full of all stock options held by him; and
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continued health insurance coverage as described above.
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In the event of a change in control that does not result in a termination of employment, Mr. Fine is entitled to a base salary increase of
100%.
If any portion of these payments and benefits, or payments and benefits under any other plan, agreement or arrangement, would constitute an
“excess parachute payment” for purposes of the Code, such payments and benefits payable under the agreement will be reduced until no portion thereof would fail to be deductible by reason of being “an excess parachute payment.”
Under Mr. Fine’s employment agreement, if his employment is terminated by the Company for “cause,” he is entitled to receive the following:
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an amount equal to that amount he would have received as salary had he remained an employee until the later of the date of his termination and the date
that was 30 days after notice of his termination; and
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accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan.
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Under Mr. Fine’s employment agreement, “cause” is defined as:
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the executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude;
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the commission by the executive of a fraud against the Company for which he is convicted;
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gross negligence or willful misconduct by the executive with respect to the Company which causes material detriment to the Company;
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the falsification or manipulation of any records of the Company;
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repudiation of the agreement by the executive or the executive’s abandonment of employment with the Company;
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breach by the executive of his confidentiality, non-competition or non-solicitation obligations under the agreement; or
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failure or refusal of the executive to perform his duties with the Company or to implement or to follow the policies or directions of the Board of
Directors within 30 days after a written demand for performance is delivered to the executive that specifically identifies the manner in which the Board of Directors believes that the executive has not performed his duties or failed to
implement or follow the policies or directions of the Board of Directors.
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Under Mr. Fine’s employment agreement, a “change in control” will occur if:
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any person or group acting in concert, other than the executive or his affiliates or immediate family members, is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding shares entitled to vote for the election of directors;
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the directors serving at the time the agreement was entered into or any successor to any such director (and any additional director) who after such
time (i) was nominated or selected by a majority of the directors serving at the time of his or her nomination or selection and (ii) who is not an “affiliate” or “associate” (as defined in Regulation 12B under the Exchange Act) of any
person who is the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company’s outstanding shares entitled to vote for the election of directors, cease for any reason to
constitute at least a majority of the Company’s Board of Directors;
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a sale of more than 50% of the Company’s assets (measured in terms of monetary value) is consummated; or
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●
|
any merger, consolidation or like business combination or reorganization of the Company is consummated that results in the occurrence of any event
described above.
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J. Allen Fine is also party to a Death Benefit Plan Agreement with the Company. The Death Benefit Plan Agreement provides that in the event of
his death while employed by the Company, a lump sum amount equal to three times the sum of his then-current base salary, but in no event less than $910,000, plus the average of his bonus compensation for the past three fiscal years, but in no event
less than $1,055,000, be paid within 60 days of his death to a beneficiary designated by Mr. Fine.
James A. Fine, Jr.
and W. Morris Fine
.
The employment agreements of James A. Fine, Jr. and W. Morris Fine are substantially identical to J. Allen
Fine’s employment agreement, except that under their agreements the following apply:
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Messrs. Fine, Jr. and Fine are eligible to receive retirement benefits under their agreements after age 50, rather than age 70;
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the minimum lump sum salary payment upon termination for disability or retirement shall be no less than $766,680 for each;
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the minimum lump sum bonus compensation payment upon termination for disability or retirement shall be no less than $1,030,000 for James A. Fine, Jr.
and no less than $1,015,000 for W. Morris Fine;
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the minimum lump sum salary payment for termination without cause or by employee for “good reason” shall be no less than $1,277,800 for each;
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the minimum lump sum bonus compensation payment for termination without cause or by employee for “good reason” shall be no less than $1,716,665 for
James A. Fine, Jr. and no less than $1,691,665 for W. Morris Fine;
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