J. ALEXANDERS CORPORATION (THE COMPANY) SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

 

 

 

J. ALEXANDER’S CORPORATION (THE “COMPANY”)

 

SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

 

I. DIRECTOR COMPENSATION. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.

RETAINERS		2012
Board retainer		$	15,000

 

In addition, non-employee directors are paid a fee of $1,500 for each attended meeting of the Board or any Committee of which he or she is a member. Each director who is not also an employee of the Company is eligible for grants of non-qualified stock options under the Amended and Restated 2004 Equity Incentive Plan. Generally, directors who are not employees of the Company have been awarded options to purchase 10,000 shares of Common Stock upon joining the Board and options to purchase 1,000 shares of Common Stock for each succeeding year of service, with the exercise price equal to the fair market value of the Common Stock on the date of grant. Pursuant to the terms of the Amended and Restated 2004 Equity Incentive Plan, no non-employee director is eligible for a grant of incentive stock options under the Plan.

 

II. EXECUTIVE OFFICER COMPENSATION. The following table sets forth the fiscal 2012 annual base salaries provided for the Company’s Chief Executive Officer, Chief Financial Officer and other highly compensated executive officers (the “Named Officers”).  No bonuses were paid in connection with the Company’s bonus plan pursuant to the Company’s Cash Incentive Performance Program for 2011, and no discretionary bonuses were awarded relative to fiscal 2011 performance.

EXECUTIVE OFFICER		2012 SALARY
Lonnie J. Stout II		$	415,000
R. Gregory Lewis		$	216,500
J. Michael Moore		$	170,700
Mark A. Parkey		$	170,700

 

The following table sets forth the fiscal 2012 cash bonus targets as a percentage of 2012 base salary set for the Company’s Named Officers under the Company’s Cash Incentive Performance Program, adopted in connection with the Amended and Restated 2004 Equity Incentive Plan.

 

EXECUTIVE OFFICER		THRESHOLD			TARGET			MAXIMUM
Lonnie J. Stout II		17.5%			35%			70%
R. Gregory Lewis		15.0%			30%			60%
J. Michael Moore		12.5%			25%			50%
Mark A. Parkey		12.5%			25%			50%

 

The bonuses will generally be determined based upon the Company’s achieving designated levels of earnings before net interest expense, income taxes, depreciation, amortization, pre-opening expense, certain impairment charges, if applicable, any stock option expense, any change in deferred compensation accruals that result from interest rate changes, and any expenses associated with a contested election of directors, or “adjusted EBITDA.”

 

The Named Officers are eligible to receive incentive awards pursuant to the Company’s equity incentive plan.

 

III. ADDITIONAL INFORMATION. The foregoing information is summary in nature. Additional information regarding director and Named Officer compensation will be provided in the Company’s proxy statement to be filed in connection with the 2012 annual meeting of shareholders.