Annual Compensation Schedule for Non-Employee Directors (2014–2016)
This document outlines the annual compensation for non-employee directors of the company for the years 2014, 2015, and 2016. It lists the annual retainer amounts for each director, including changes in the chairman position during 2015. Non-employee directors receive their 2016 retainer in monthly installments. Additionally, the Compensation Committee evaluates director performance annually to determine eligibility for incentive payments, which may be paid in cash, stock options, or a combination, in the following year.
Exhibit 10.5
Annual Compensation of Non-Employee Directors
| 2016 | 2015 | 2014 | ||||||||||
| Name/Position | Retainer | Retainer | Retainer | |||||||||
| Martin S. Friedman, Non-Employee Director | $ | 36,000 | $ | 36,000 | $ | 36,000 | ||||||
| Thomas M. Kody, Non-Employee Director | $ | 36,000 | $ | 36,000 | $ | 36,000 | ||||||
| John W. Edgemond IV, Non-Employee Director | $ | 36,000 | $ | 36,000 | $ | 36,000 | ||||||
| J. Randolph Babbitt, Non-Employee Director | $ | 36,000 | $ | 36,000 | $ | 36,000 | ||||||
| James L. Jadlos, Chairman and Non-Employee Director(1) | $ | - | $ | 33,000 | $ | 48,000 | ||||||
| Michael G. Anzilotti, Chairman and Non-Employee Director(2) | $ | 48,000 | $ | 42,000 | $ | 33,000 | ||||||
| (1) | Effective June 18, 2015, Mr. Jadlos resigned as Chairman and as a Director. |
| (2) | Effective June 18, 2015, Mr. Anzilotti was elected as Chairman. |
The Non-Employee Directors will be paid the 2016 retainer in monthly installments.
In addition to the annual retainer, the Compensation Committee conducts an annual evaluation of the performance under criteria similar to that used for its executive officer cash bonuses for payment of annual incentives to the Non-Employee Directors. Such incentives are paid in the following year in cash, stock option awards or some combination thereof.
