(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
|
(
X
)
|
No fee required. | |
( ) | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
(5)
|
Total
fee paid:
|
(
)
|
Fee
paid previously with preliminary materials:
|
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
·
|
to
elect two (2) Class I Directors for a three-year term expiring in
2012;
|
|
·
|
to
ratify the selection by the Audit Committee of the Board of Directors
of KPMG LLP as the Company’s Independent Registered Public
Accounting Firm for Fiscal 2010;
|
|
·
|
to
ratify an amendment to the 2005 Equity Incentive Plan that will raise the
annual award limit of Stock Unit Awards, Restricted Stock Awards,
Restricted Stock Unit Awards and Performance Share Awards that are
intended to be performance-based compensation from 30,000 shares of stock
to 75,000 shares of stock; and
|
|
·
|
to
transact such other business as may properly come before the meeting or
any adjournment of the meeting.
|
By
Order of the Board of Directors,
|
|
/s/ Elaine V.
Rodgers
|
|
Elaine
V. Rodgers
|
|
Secretary
|
PAGE
|
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3
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3
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7
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16
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20
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21
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21
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29
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29
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38
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40
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42
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42
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44
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46
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47
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48
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49
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50
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51
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55
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56
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60
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Appendix C – Hibbett Sports,
Inc. Amended and Restated 2005 Equity Incentive
Plan
|
62
|
|
·
|
the
election of two (2) Directors for a three-year term expiring at the Annual
Meeting of 2012;
|
|
·
|
to
ratify the selection by the Audit Committee of the Board of Directors
of KPMG LLP as the Company’s Independent Registered Public
Accounting Firm for Fiscal 2010;
|
|
·
|
to
ratify an amendment to the 2005 Equity Incentive Plan that will raise the
annual award limit of Stock Unit Awards, Restricted Stock Awards,
Restricted Stock Unit Awards and Performance Share Awards that are
intended to be performance-based compensation from 30,000 shares of stock
to 75,000 shares of stock; and
|
|
·
|
the
transaction of such other business as may properly come before the meeting
or any adjournment of the meeting.
|
|
A.
|
By
Mail
|
|
B.
|
By
Telephone or on the Internet
|
|
C.
|
In
person at the Annual Meeting
|
|
·
|
written
notice to the Secretary of the
Company;
|
|
·
|
timely
delivery of a valid, later-dated proxy or a later-dated vote by telephone
or on the Internet; or
|
|
·
|
voting
by ballot at the Annual Meeting.
|
|
·
|
in
certificate form; and
|
|
·
|
in
book-entry form.
|
|
·
|
General. The
Board of Directors, which is elected by the stockholders, is the ultimate
decision-making body of the Company except with respect to those matters
reserved to the stockholders. It selects the senior management
team, which is charged with the conduct of the Company’s
business. Having selected the senior management team, the Board
acts as an advisor and counselor to senior management and ultimately
monitors its performance.
|
|
·
|
Director
Independence. It is the policy of the Company that the
Board consists of a majority of independent Directors as governed by the
independence requirements of the NASDAQ stock exchange corporate
governance listing standards and any applicable law. The Board
will consider all relevant facts and circumstances in making an
independence determination.
|
|
·
|
Chairman/Lead
Director. The Board shall elect a Chairman who may be an
independent Director, an employee or other non-independent
Director. The duties of the Chairman shall be assigned by the
Company’s By-laws or, from time to time, the
Board.
|
|
·
|
Role of the Nominating and
Corporate Governance Committee. The Nominating and
Corporate Governance Committee (NCG Committee) is responsible for the
recommendation of Director nominees for election to the
Board. Nominees recommended by the NCG Committee for election
may be elected by the Board to fill a vacancy or may be recommended by the
Board for election by the
stockholders.
|
|
·
|
Qualification of
Directors. In evaluating candidates for election to the
Board, the NCG Committee shall take into account the qualifications of the
individual candidate as well as the composition of the Board as a
whole. Among other things, the NCG Committee shall
consider:
|
|
·
|
the
candidate’s ability to help the Board create stockholder
wealth,
|
|
·
|
the
candidate’s ability to represent the interests of the
stockholders,
|
|
·
|
the
business judgment, experience and acumen of the
candidate,
|
|
·
|
the
need for Directors having certain skills and
experience,
|
|
·
|
other
business and professional commitments of the candidate,
and
|
|
·
|
the
number of other boards on which the candidate services, including public
and private company boards.
|
|
·
|
Service on Other
Boards. Without the prior approval of the Board, no
Director may serve on more than two boards of publicly-traded companies,
other than the Company. A Director desiring to serve on another
public company board shall notify the NCG Committee before accepting the
appointment to that board and provide information requested in order to
enable the NCG Committee to determine whether or not the additional
directorship impairs the Director’s independence or ability to effectively
perform his duties as a Director. The Company Counsel of the
Company will report to the NCG Committee its advice as to whether the
appointment may impair the Director’s independence or raise other legal
issues. Commitments of a Director or candidate to other board
memberships will be considered in assessing the individual’s suitability
for election or reelection to the
Board.
|
|
·
|
Election of
Directors. The voting standard for the election of
Directors is established in the Company’s Certificate of Incorporation, in
conformity with the By-laws of the Company. The By-laws require
Directors to be elected by the affirmative vote of a majority of the
shares of capital stock of the Corporation present, in person or by proxy,
at a meeting of stockholders and entitled to vote on the subject
matter.
|
|
·
|
Stockholder
Nominations. The NCG Committee is responsible for
considering any submissions by stockholders of candidates for nomination
to the Board, evaluating the persons proposed and making recommendations
with respect thereto to the whole
Board.
|
|
·
|
Term
Limits. The Board has not established a fixed maximum
term for a Director, although the NCG Committee considers a Director’s
tenure in making a recommendation to the Board whether or not a Director
shall be nominated for reelection to another
term.
|
|
·
|
Mandatory Retirement
Age. The Board has not established a fixed age at which
a Director may not be nominated for
reelection.
|
|
·
|
General. It
is the responsibility of the Directors to exercise their business judgment
and act in the best interest of the Company and its
stockholders. Directors must act ethically at all times and
adhere to the applicable provisions of the Company’s Code of Business
Conduct and Ethics.
|
|
·
|
Ownership of and Trading in
Company Securities. The Directors shall adhere to any
guidelines established by the Company relating to required ownership of
company equity. In addition, the Directors shall adhere to the
Company’s policy on trading in securities of the Company and specific
guidance provided by the appropriate Company officers as to periods when
Directors should refrain from trading in the Company’s
securities. Annually, each Director shall sign the Company’s
Insider Trading Policy then in
effect.
|
|
·
|
Conflicts of
Interest. In the event that any executive officer of the
Company has a conflict of interest or seeks a waiver of any other
provision of the Code of Business Conduct and Ethics for which a waiver
may be obtained, the officer shall notify a designated Company officer,
who shall arrange for the NCG Committee and the Board to consider the
request. The waiver shall be granted only if approved by both
groups.
|
|
·
|
Governance
Review. At least annually, the Board shall review the
governance structure of the Company, including any provision of its
Certificate of Incorporation and By-laws affecting governance, other
arrangements containing provisions that become operative in the event of a
change in control of the Company, governance practices and the composition
of the Company’s stockholder base.
|
|
·
|
Board and Committee
Meetings. Directors
are expected to attend Board meetings and Committee meetings on which they
serve in order to best fulfill their responsibilities. Meeting
materials are provided to the Board prior to a scheduled
meeting. Directors are responsible for reviewing these
materials in advance of the
meetings.
|
|
·
|
Annual Meeting of
Stockholders. All Board
members are expected to attend our Annual Meeting of Stockholders unless
an emergency prevents them from doing so. All of our Directors
were in attendance at the 2008 Annual Meeting of
Stockholders.
|
|
·
|
Committee Designation and
Composition. It is the general policy of the Company
that the Board as a whole considers and makes all major decisions other
than decisions that are required to be made by independent
committees. As a consequence, the Committee structure of the
Board is limited to those Committees considered to be basic to, or
required for, the operation of a publicly-traded
company. Currently, these Committees are the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee. Additional committees may be established by the
Board as necessary or appropriate.
|
|
·
|
Committee
Compensation. The Board, upon recommendation of the NCG
Committee, shall fix the compensation of each committee member and may
provide different compensation for members and chairs of various
committees.
|
|
·
|
Board Meetings. The Board
is responsible for an annual review of strategy, financial and capital
plans, as well as quarterly updates on the performance and plans of the
Company’s business and matters on which the Board is legally required to
act. The CEO may propose other key issues for the Board’s
consideration. An agenda along with appropriate materials will
be prepared and distributed in advance of each Board
meeting.
|
|
·
|
Committee Meetings. The
agendas and meeting minutes of the Committees will be shared with the full
Board. The Chairman of each Committee, with the support of
management, will develop Committee meeting agendas taking into account the
views of the Committee members. The Company will make available
management or other employees of the Company when needed to facilitate a
meeting.
|
|
·
|
CEO Review. The
Compensation Committee will conduct an annual review of the CEO’s
performance and the Board will review the Compensation Committee’s report
in order to ensure the CEO is providing the best leadership for the
Company.
|
|
·
|
Succession Planning. The
Compensation Committee will make an annual report to the Board on
succession planning to ensure management continuity. The CEO
will make available recommendations and evaluations of potential
successors, along with review of any development plans recommended for
such individuals.
|
|
·
|
Board Performance. Self-assessment
of the performance of the Board will be conducted annually and will be led
by the NCG Committee. These assessments will focus on the
Board’s contributions to the Company and will include a review of any
areas the Board or management believes the Board could improve
upon. The Board may, at its discretion, utilize the Company’s
Counsel to assist in the development and review of these assessments and
has done so in recent years.
|
|
·
|
Director
Performance. The NCG
Committee will conduct an annual review of each Director on the Board to
assist in determining the proper composition of the Board and each of the
committees. Among consideration will be each Director’s
attendance at Board and committee meetings, preparation for Board
meetings, participation in Board discussions, experiences relevant to the
Director’s service on the Board and committees, knowledge in areas
relevant to the Company’s business, contributions to the Board’s
decision-making process and other such items the NCG Committee believes
may be useful in determining such Director’s qualifications and
fulfillment of responsibilities.
|
|
·
|
Third Party
Access. The Board recognizes that management speaks on
behalf of the Company. However, the Board shall establish
procedures for third party access to the Chairman and to non-management
Directors as a group. The Board and committees have the right
to retain outside financial, legal or other advisors and shall have
appropriate access to the Company’s internal and external auditors and
outside counsel.
|
|
·
|
Employee
Access. Board members have full access to the Company’s
management and employees and will use their judgment to assure that any
contacts will not disrupt the daily business operation of the
Company. The CEO and the Secretary of the Company will be
copied, as appropriate, on any written communication between a Director
and an officer or employee.
|
|
·
|
Receipt of
Complaints. The Audit Committee will establish
procedures for receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters and the
confidential, anonymous submission by employees, customers or vendors of
the Company or any other person of concerns regarding questionable
accounting or auditing matters.
|
|
·
|
business
solicitations or advertisements;
|
|
·
|
junk
mail or mass mailings;
|
|
·
|
new
product suggestions, product complaints or product
inquiries;
|
|
·
|
résumés
or other forms of job inquiries;
and
|
|
·
|
spam
or surveys.
|
Term
Expiration
|
Board
Member
|
|||
Class
I Directors
|
After
Annual Meeting of 2009
|
Alton
E. Yother
|
||
Terrance
G. Finley
|
||||
Class
II Directors
|
After
Annual Meeting of 2010
|
Carl
Kirkland
|
||
Michael
J. Newsome
|
||||
Thomas
A. Saunders, III
|
||||
Class
III Directors
|
After
Annual Meeting of 2011
|
Ralph
T. Parks
|
||
Albert
C. Johnson
|
Committee
|
Chairperson
|
Members
|
Number
of Meetings
|
|||
Audit
(2)
|
Alton
E. Yother
|
Albert
C. Johnson
|
7
|
|||
Ralph
T. Parks
|
||||||
Alton
E. Yother
|
||||||
Compensation
(3)
|
Ralph
T. Parks
|
Carl
Kirkland
|
7
|
|||
Ralph
T. Parks
|
||||||
Thomas
A. Saunders, III
|
||||||
Alton
E. Yother
|
||||||
Nominating
and Corporate Governance (4)
|
Carl
Kirkland
|
Terrance
G. Finley
|
3
|
|||
Carl
Kirkland
|
||||||
Thomas
A. Saunders, III
|
|
(1)
|
Michael
J. Newsome is the only non-independent Director on the Board and does not
serve on any committee.
|
|
(2)
|
Albert
C. Johnson was appointed to and Thomas A. Saunders, III rotated off the
Audit Committee in April 2008.
|
|
(3)
|
Thomas
A. Saunders, III was appointed to the Compensation Committee in April
2008.
|
|
(4)
|
Terrance
G. Finley was appointed to the Nominating and Corporate Governance
Committee in April 2008.
|
|
·
|
appointing,
compensating and overseeing the work of the independent registered public
accounting firm we employ;
|
|
·
|
resolving
any disagreements between management and the auditor regarding financial
reporting;
|
|
·
|
pre-approving
all auditing services, internal control related services and permitted
non-audit services performed by the independent registered public
accounting firm;
|
|
·
|
retaining
independent counsel, accountants or others to advise the Committee or
assist in the conduct of an
investigation;
|
|
·
|
seeking
any information it requires from employees, all of whom are directed to
cooperate with the Committee’s requests, or external
parties;
|
|
·
|
meeting
with our officers, external auditors, internal auditors or outside
counsel, as necessary;
|
|
·
|
evaluating
our overall internal control structure, including consideration of the
effectiveness of our internal control system and evaluation of
management’s tone and responsiveness toward internal
controls;
|
|
·
|
reviewing
our financial reporting, including interim, quarterly and annual SEC
compliance reporting and evaluating management’s significant judgments and
estimates underlying the financial
statements;
|
|
·
|
reviewing
our compliance with financial covenants, legal matters, including
securities trading practices, and regulatory or governmental findings
which raise material issues regarding our financial statements or
accounting policies; and
|
|
·
|
evaluating
the Committee’s performance and reviewing the Committee’s charter on an
annual basis and presenting the Board with recommended
changes.
|
|
·
|
administers
our equity award plans for employees and grants equity awards under our
equity award plans;
|
|
·
|
determines
and certifies any shares awarded under corporate performance-based
plans;
|
|
·
|
reviews
strategy for executive officer
succession;
|
|
·
|
monitors
compliance by executive officers with our program of required stock
ownership;
|
|
·
|
publishes
an annual Compensation Committee Report on executive officer compensation
for the stockholders; and
|
|
·
|
evaluates
the Committee’s performance and reviews the Committee’s charter on an
annual basis and presents the Board with recommended
changes.
|
|
·
|
recommend
candidates to be nominated by the Board, including the re-nomination of
any currently serving director, to be placed on the ballot for
shareholders to consider at the Annual
Meeting;
|
|
·
|
recommend
nominees to be appointed by the Board to fill interim director
vacancies;
|
|
·
|
review
periodically the membership and Chair of each committee of the Board and
recommend committee assignments to the Board, including rotation or
reassignment of any Chair or committee
member;
|
|
·
|
monitor
significant developments in the regulation and practice of corporate
governance and of the duties and responsibilities of each
director;
|
|
·
|
lead
the Board in its annual performance
evaluation;
|
|
·
|
evaluate
and administer the Corporate Governance Guidelines of the Company and
recommend changes to the Board; and
|
|
·
|
review
the Company’s governance structure.
|
Director
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Option
Awards (1)
|
Non-Equity
Incentive Plan Compen-sation (2)
|
All
Other Compen-
sation
(3)
|
Total
|
||||||||||||||||||
Mr.
Anderson (4) (5)
|
$ | 3,060 | $ | 10,250 | $ | 31,783 | $ | - | $ | - | $ | 45,093 | ||||||||||||
Mr.
Finley
|
$ | 30,253 | $ | - | $ | 59,215 | $ | - | $ | - | $ | 89,468 | ||||||||||||
Mr.
Johnson
|
$ | 33,253 | $ | - | $ | 59,215 | $ | - | $ | - | $ | 92,468 | ||||||||||||
Mr.
Kirkland
|
$ | 39,000 | $ | - | $ | 31,783 | $ | - | $ | - | $ | 70,783 | ||||||||||||
Mr.
Parks
|
$ | 49,500 | $ | - | $ | 31,783 | $ | - | $ | - | $ | 81,283 | ||||||||||||
Mr.
Saunders (6)
|
$ | - | $ | - | $ | 85,028 | $ | - | $ | - | $ | 85,028 | ||||||||||||
Mr.
Yother (7)
|
$ | 54,500 | $ | - | $ | 31,783 | $ | - | $ | 3,712 | $ | 89,995 |
(1)
|
Options
awarded represent the annual award to Directors of 5,000 options to
purchase our common stock, with the exception of Mssrs. Finley and
Johnson, who received an award upon election to the Board of 10,000
options to purchase our common stock. Mr. Saunders’ also
includes his director fee income that was deferred into options (see Note
6). Options are valued at their grant date fair
value. Total options outstanding to purchase our common stock
at January 31, 2009 for our current directors, were 10,000 for Mr. Finley,
9,000 for Mr. Johnson, 67,034 for Mr. Kirkland, 29,063 for Mr. Parks,
44,281 for Mr. Saunders and 37,079 for Mr. Yother. All options
to purchase common stock are fully vested upon date of
grant.
|
|
Following
is the weighted average fair value of each option granted during the
fiscal year ended January 31, 2009. The fair value was
estimated on the date of grant using the Black Scholes pricing model with
the following weighted average assumptions for each grant
date:
|
Grant
date
|
3/14/08
|
3/18/08
|
3/31/08
|
6/30/08
|
9/30/08
|
12/31/08
|
|||||
Weighted
average fair value at date of grant
|
$5.92
|
$6.36
|
$6.67
|
$9.18
|
$9.24
|
$8.76
|
|||||
Expected
option life (years)
|
4.20
|
4.20
|
4.20
|
4.20
|
4.76
|
4.76
|
|||||
Expected
volatility
|
50.61%
|
50.89%
|
51.68%
|
50.38%
|
51.54%
|
68.07%
|
|||||
Risk-free
interest rate
|
2.12%
|
2.19%
|
2.27%
|
3.14%
|
2.60%
|
1.40%
|
|||||
Dividend
yield
|
None
|
None
|
None
|
None
|
None
|
None
|
|
See Note 3 to the consolidated financial statements in our Annual Report on Form 10-K filed March 31, 2009 for additional information regarding the Company’s assumptions concerning expected option life, expected volatility, risk-free interest rate and dividend yield. |
(2)
|
No
non-equity incentive plan compensation payments were made as compensation
for director services in Fiscal 2009 or are contemplated under our current
compensation structure for
Directors.
|
(3)
|
All
Other Compensation primarily consists of occasional gifts to Directors
such as sporting goods merchandise and is inconsequential. For
Mr. Yother, other compensation consisted of interest earned on his
deferred compensation in Fiscal 2009 (see Note
7).
|
(4)
|
Mr.
Anderson retired from the Board in June 2008. While a Director,
he elected to defer all fees earned into stock units payable upon his
retirement from the Board. Fees were deferred through the first
calendar quarter of 2008. Fees earned from April 1, 2008
through his retirement on June 2, 2008 were paid in
cash. Allocations of deferred fees are calculated on a calendar
quarter. Of the $10,250 earned, deferred stock was awarded for
fees earned in Calendar 2008 at a grant date fair value of
$10,250.
|
(5)
|
Mr.
Anderson had 3,693 shares of common stock units which were released at his
retirement on June 2, 2008 and which had an intrinsic value of $76,999 on
the date of release.
|
(6)
|
Mr.
Saunders elected to defer all fees earned into stock options subject to
the provisions of the applicable Director stock option plan at the time
the fees were earned. No fees were paid in cash during Fiscal
2009. Allocations of deferred fees are calculated each calendar
quarter. Fees earned by Mr. Saunders were $39,000. A
total of $38,000 of the fees earned during Calendar 2008 equated to stock
options of 6,461. An additional $2,000 was earned in Fiscal
2009 by Mr. Saunders after December 31, 2008 and was allocated on March
31, 2009.
|
(7)
|
Mr.
Yother elected to defer all his fees into cash through December 31, 2008,
at which time he elected out of the Amended 2005 Director’s Deferred
Compensation Plan. No fees were paid in cash through December
31, 2008. Allocations of deferred fees are calculated each
calendar quarter. Fees earned by Mr. Yother were
$54,500. Of all fees, a total of $54,500 was earned during
Calendar 2008. An additional $1,000 was earned in Fiscal 2009
by Mr. Yother after December 31, 2008 and was paid in cash when
earned.
|
Director
|
Annual
Retainer
|
Audit
Chair Retainer
|
Board
or Committee Meeting Fees
|
Total
Fees Earned
|
Total
Paid in Cash
|
|||||||||||||||
Mr.
Anderson (1)
|
$ | 8,310 | $ | - | $ | 3,500 | $ | 11,810 | $ | 3,060 | ||||||||||
Mr.
Finley (2)
|
$ | 22,253 | $ | - | $ | 8,000 | $ | 30,253 | $ | 30,253 | ||||||||||
Mr.
Johnson (2)
|
$ | 22,253 | $ | - | $ | 11,000 | $ | 33,253 | $ | 33,253 | ||||||||||
Mr.
Kirkland (2)
|
$ | 25,000 | $ | - | $ | 14,000 | $ | 39,000 | $ | 39,000 | ||||||||||
Mr.
Parks (2)
|
$ | 25,000 | $ | - | $ | 24,500 | $ | 49,500 | $ | 49,500 | ||||||||||
Mr.
Saunders (3)
|
$ | 25,000 | $ | - | $ | 14,000 | $ | 39,000 | $ | - | ||||||||||
Mr.
Yother (4)
|
$ | 25,000 | $ | 5,000 | $ | 24,500 | $ | 54,500 | $ | 1,000 |
(1)
|
Fees
earned through March 31, 2008 were deferred into common stock units
pursuant to the Amended 2005 Directors Deferred Compensation
Plan. Fees earned April 1, 2008 through Mr. Anderson’s
retirement on June 2, 2008 were paid in
cash.
|
(2)
|
All
fees paid in cash.
|
(3)
|
All
fees deferred into stock options pursuant to the Amended 2005 Directors
Deferred Compensation Plan.
|
(4)
|
Fees
earned through December 31, 2008 were deferred into cash pursuant to the
Amended 2005 Directors Deferred Compensation Plan. Fees earned
after December 31, 2008 were paid in
cash.
|
|
·
|
held
executive sessions without the presence of
management;
|
|
·
|
implemented
a compensation structure for our NEOs;
and
|
|
·
|
recommended
stock ownership guidelines for our NEOs and
Directors.
|
|
·
|
salary;
|
|
·
|
cash
bonuses;
|
|
·
|
equity
awards; and
|
|
·
|
certain
other benefits.
|
|
·
|
conduct
a detailed technical review of our CD&A and provide areas of
improvement for the next proxy
season;
|
|
·
|
review
our approach to long-term incentives for senior executives and provide
design alternatives for the Committee’s consideration which reflect an
enhanced emphasis on pay-for-performance and shareholder
alignment;
|
|
·
|
benchmark
and review the Chief Executive Officer’s total direct compensation versus
our peer group; and
|
|
·
|
provide
input on various Committee process issues such as the timing of pay
decisions, development of a Compensation Committee calendar and strategies
for succession planning.
|
Footlocker,
Inc.
|
Urban
Outfitters, Inc.
|
Buckle,
Inc.
|
||
Dicks
Sporting Goods, Inc.
|
Eddie
Bauer Holdings
|
Sharper
Image Corp.
|
||
Brown
Shoe Co., Inc.
|
Big
5 Sporting Goods Corp.
|
Books-A-Million,
Inc.
|
||
Stage
Stores, Inc.
|
Footstar,
Inc.
|
United
Retail Group, Inc.
|
||
Claires
Stores, Inc.
|
Hastings
Entertainment, Inc.
|
Kirkland's,
Inc.
|
||
Finish
Line, Inc.
|
Jos
A Bank Clothiers, Inc.
|
Sport
Chalet, Inc.
|
NEO
|
Position
|
Fiscal
2009
|
Fiscal
2008
|
Fiscal
2007
|
M.
Newsome
|
Chief
Executive Officer and Chairman of the Board
|
100.0%
|
90.0%
|
90.0%
|
G.
Smith
|
Chief
Financial Officer and Vice President
|
75.0%
|
75.0%
|
75.0%
|
J.
Rosenthal
|
Vice
President of Merchandise
|
78.7%
|
75.0%
|
75.0%
|
C.
Pryor
|
Vice
President of Operations
|
75.1%
|
75.0%
|
65.0%
|
N.
Joseph
|
President
and Chief Operating Officer
|
80.0%
|
N/A
|
N/A
|
%
of Company Performance Goal Attained
|
Portion
of Executive’s Company Performance Bonus Deemed Earned
|
Below
85.0 %
|
0.0%
|
85.0%
|
62.5%
|
90.0%
|
75.0%
|
95.0%
|
87.5%
|
100.0%
|
100.0%
|
105.0%
|
112.5%
|
110.0%
|
125.0%
|
115.0%
|
137.5%
|
120.0%
or above
|
150.0%
|
|
·
|
new
store sales volume and return on
investment;
|
|
·
|
items
per sales transaction;
|
|
·
|
store
labor as a percent of sales;
|
|
·
|
store
operating costs as a percent of
sales;
|
|
·
|
inventory
turns;
|
|
·
|
inventory
shrinkage control;
|
|
·
|
aged
inventory control; and
|
|
·
|
distribution
expense control.
|
|
·
|
visit
a specified number of our stores;
|
|
·
|
work
a specified number of hours in our stores assuming the duties of a regular
hourly employee; and
|
|
·
|
have
no material weakness in internal control over financial reporting in their
area(s) of responsibility.
|
Named Executive
Officer (1)
|
||||||||||||||||
Newsome
|
Smith
|
Rosenthal
|
Pryor
|
|||||||||||||
Salary
& Bonus (2)
|
||||||||||||||||
Covered
Salary
|
$ | 787,500 | $ | 417,000 | $ | 427,500 | $ | 382,500 | ||||||||
Covered
Bonus
|
327,908 | 170,792 | 174,557 | 167,680 | ||||||||||||
Cash
Payout
|
1,115,408 | 587,792 | 602,057 | 550,180 | ||||||||||||
Equity
Awards (3)
|
||||||||||||||||
Restricted
Stock Units
|
477,711 | 332,084 | 337,528 | 212,316 | ||||||||||||
Stock
Options
|
- | - | - | - | ||||||||||||
Total
Value of Equity
|
477,711 | 332,084 | 337,528 | 212,316 | ||||||||||||
TOTALS
|
$ | 1,593,119 | $ | 919,876 | $ | 939,585 | $ | 762,496 |
|
(1)
|
Our
former President and Chief Operating Officer, Mr. Joseph, is not included
as his termination was prior to the end of Fiscal
2009.
|
|
(2)
|
Covered
salary was based on the highest annual rate of base pay paid to each
NEO. Covered bonus for each NEO was based on a five-year
average of bonuses paid. The covered bonuses for Mr. Smith, Mr.
Rosenthal and Ms. Pryor were limited to the target bonus for Fiscal
2009.
|
|
(3)
|
The
value of equity awards was calculated on non-vested awards using the
closing price of our stock on January 31, 2009 of $13.61. RSUs
were valued at the closing stock price times the number of shares
non-vested. As of January 31, 2009, the number of non-vested
RSUs was 35,100, 24,400, 24,800 and 15,600 for Mr. Newsome, Mr. Smith, Mr.
Rosenthal and Ms. Pryor, respectively. Stock options considered
“in the money” were valued using the spread (closing price less exercise
price). As of January 31, 2009, there were no non-vested stock
options “in the money” for any NEO. The total number of
non-vested stock options at January 31, 2009 was 60,993, 23,246, 23,246
and 13,371 for Mr. Newsome, Mr. Smith, Mr. Rosenthal and Ms. Pryor,
respectively.
|
Office
Held
|
Stock Ownership
Requirement
|
Chairman
of the Board and Chief Executive Officer
|
Three
(3) times base salary
|
President
|
Two
(2) times base salary
|
Chief
Financial Officer, Vice President of Merchandising,
Vice
President of Operations
|
One
(1) times base salary
|
Name
and Principal Position
|
Year
(1)
|
Salary
|
Bonus
|
Stock
Awards (2)
|
Option
Awards (3)
|
Non-Equity
Incentive Plan Compen-sation (4)
|
All
Other Compen-sation (5)
|
TOTAL
|
Michael
J. Newsome
|
2009
|
525,000
|
-
|
315,683
|
199,584
|
590,625
|
6,331
|
1,637,223
|
Chief
Executive Officer and
|
2008
|
465,000
|
-
|
403,007
|
-
|
-
|
101,382
|
969,389
|
Chairman
of the Board
|
2007
|
440,000
|
-
|
367,171
|
-
|
320,760
|
29,837
|
1,157,768
|
Gary
A. Smith
|
2009
|
278,000
|
123,951
|
185,569
|
208,025
|
7,932
|
803,477
|
|
Chief
Financial Officer and
|
2008
|
260,000
|
-
|
51,935
|
232,215
|
6,270
|
15,915
|
566,335
|
Vice
President
|
2007
|
245,000
|
-
|
51,187
|
283,740
|
124,031
|
3,472
|
707,430
|
Jeffry
O. Rosenthal
|
2009
|
285,000
|
-
|
117,158
|
185,569
|
180,000
|
5,029
|
772,756
|
Vice
President of
|
2008
|
265,000
|
-
|
51,935
|
232,215
|
-
|
24,679
|
573,829
|
Merchandising
|
2007
|
245,000
|
-
|
51,187
|
280,889
|
148,031
|
14,001
|
739,108
|
Cathy
E. Pryor
|
2009
|
255,000
|
-
|
72,054
|
104,042
|
185,511
|
3,587
|
620,194
|
Vice
President of Store
|
2008
|
242,000
|
-
|
12,392
|
127,343
|
3,000
|
18,985
|
403,720
|
Operations
|
2007
|
226,000
|
-
|
11,768
|
151,156
|
99,158
|
7,635
|
495,717
|
Nissan
Joseph (6)
|
2009
|
250,026
|
-
|
-
|
-
|
-
|
51,551
|
301,577
|
Former
President and
|
2008
|
5,577
|
-
|
-
|
-
|
-
|
-
|
5,577
|
Chief
Operating Officer
|
Newsome
|
Smith
|
Rosenthal
|
||||||||||
Description
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
2009
|
2008
|
2007
|
|||
(a)
401(k) and Supplemental 401(k) contribution match by
company
|
3,499
|
5,787
|
4,439
|
7,932
|
4,250
|
-
|
5,029
|
-
|
317
|
|||
(b)
Personal use of Company-owned vehicles
|
2,832
|
2,801
|
2,288
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
(c)
Stock option reclassification adjustment
|
-
|
92,794
|
22,960
|
-
|
11,665
|
-
|
-
|
24,679
|
13,554
|
|||
(d)
Physical examinations
|
-
|
-
|
-
|
-
|
-
|
3,372
|
-
|
-
|
-
|
|||
(e)
Annual holiday bonus
|
-
|
-
|
150
|
-
|
-
|
100
|
-
|
-
|
130
|
|||
TOTAL
|
6,331
|
101,382
|
29,837
|
7,932
|
15,915
|
3,472
|
5,029
|
24,679
|
14,001
|
|||
Pryor
|
Joseph
|
|||||||||||
Description
|
2009
|
2008
|
2007
|
2009
|
2008
|
|||||||
(a)
401(k) and Supplemental 401(k) contribution match by
company
|
-
|
4,010
|
558
|
-
|
-
|
|||||||
(b)
Personal use of Company-owned vehicles
|
3,587
|
2,040
|
1,432
|
2,582
|
-
|
|||||||
(c)
Stock option reclassification adjustment
|
-
|
12,935
|
1,429
|
-
|
-
|
|||||||
(d)
Physical examinations
|
-
|
-
|
4,066
|
-
|
-
|
|||||||
(e)
Annual holiday bonus
|
-
|
-
|
150
|
-
|
-
|
|||||||
(f)
Moving allowance
|
-
|
-
|
-
|
48,969
|
-
|
|||||||
TOTAL
|
3,587
|
18,985
|
7,635
|
51,551
|
-
|
(a)
|
For
Fiscal 2009, Fiscal 2008 and Fiscal 2007, the Board of Directors approved
a discretionary match of 75.0% of the first 6.0% of contributions for all
eligible employees, including NEOs. Mr. Newsome’s Fiscal 2007
amount was adjusted by $3,833 for refunds made pursuant to being a
top-heavy plan.
|
|
(b)
|
Three
of our NEOs had use of company-owned vehicles in Fiscal 2009 and two of
our NEOs had use of Company-owned vehicles in Fiscal 2008 and Fiscal
2007. We have computed the value of the automobile to each
applicable named executive officer as the incremental cost to us by
allocating the cost of maintenance and fuel based on their personal
use.
|
(c)
|
In
Fiscal 2008 and Fiscal 2007, taxes were paid on behalf of the NEOs and all
other applicable employees for the past exercise of nonqualified stock
options that were originally treated by the Company as incentive stock
options. The total amount of the taxes paid on their behalf was
reported as income on their W-2 in Calendar 2007. Because it
was an administrative error on the part of the Company, the decision was
made by the Committee to pay all taxes due for improperly classified stock
option exercises from 2001 through 2006 on behalf of all employees
affected, including our NEOs.
|
|
(d)
|
The
Board approved physical examinations for its top executives in Fiscal
2007. They elected for these examinations to be performed at
the Cooper Clinic in Dallas, Texas. Because this was a service
that could have been performed in Birmingham, we determined that the cost
of having the physicals performed in Dallas was a
perquisite. Costs presented in the table includes
travel.
|
(e)
|
Bonus
dollars for purpose of this presentation represent only those bonuses that
were non-performance-based bonuses. We give an annual holiday
bonus in early December to all corporate, full-time employees, based
solely on years of continued service that ranges from $40 to
$150. In Fiscal 2007, all corporate, full-time employees
including our NEOs received the annual holiday bonus. In Fiscal
2009 and Fiscal 2008, the NEOs did not receive the annual holiday
bonus.
|
(f)
|
Moving
allowance represents the amount that was paid to our President and Chief
Operating Officer upon hire and includes a tax gross-up of
$4,382.
|
Fiscal
2009
|
Fiscal
2008
|
Fiscal
2007
|
||||||||||||||||||||||
Salary
Component
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
||||||||||||||||||
Base
Salary
|
$ | 525,000 | $ | 465,000 | $ | 440,000 | ||||||||||||||||||
Non-Equity
Incentive Plan Compensation
|
||||||||||||||||||||||||
Company
Bonus Target (1)
|
525,000 | 100.0 | % | 376,650 | 81.0 | % | 356,400 | 81.0 | % | |||||||||||||||
Individual
Bonus Target (2) (3)
|
- | 0.0 | % | 41,850 | 9.0 | % | 39,600 | 9.0 | % | |||||||||||||||
TOTAL
Bonus Target
|
525,000 | 100.0 | % | 418,500 | 90.0 | % | 396,000 | 90.0 | % | |||||||||||||||
TOTAL
Cash Compensation Potential
|
$ | 1,050,000 | 200.0 | % | $ | 883,500 | 190.0 | % | $ | 836,000 | 190.0 | % | ||||||||||||
Stock
Options (4) (5) (6)
|
19,900 | - | 24,000 | |||||||||||||||||||||
Restricted
Stock Units (4) (7)
|
30,000 | 20,300 | 30,000 |
·
|
visit
a defined number of different stores in 10 different
states;
|
·
|
work
a defined number of shifts in retail stores, working the same duties as an
hourly employee; and
|
·
|
no
material weaknesses in internal control over financial reporting
identified.
|
Fiscal
2009
|
Fiscal
2008
|
Fiscal
2007
|
||||||||||||||||||||||
Salary
Component
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
||||||||||||||||||
Base
Salary
|
$ | 278,000 | $ | 260,000 | $ | 245,000 | ||||||||||||||||||
Non-Equity
Incentive Plan Compensation
|
||||||||||||||||||||||||
Company
Bonus Target (1)
|
156,200 | 56.2 | % | 146,000 | 56.2 | % | 137,812 | 56.2 | % | |||||||||||||||
Individual
Bonus Target (2) (3)
|
52,300 | 18.8 | % | 49,000 | 18.8 | % | 45,938 | 18.8 | % | |||||||||||||||
TOTAL
Bonus Target
|
208,500 | 75.0 | % | 195,000 | 75.0 | % | 183,750 | 75.0 | % | |||||||||||||||
TOTAL
Cash Compensation Potential
|
$ | 486,500 | 175.0 | % | $ | 455,000 | 175.0 | % | $ | 428,750 | 175.0 | % | ||||||||||||
Stock
Options (4) (5)
|
- | - | 11,400 | |||||||||||||||||||||
Restricted
Stock Units (4) (6)
|
14,500 | 7,700 | 2,400 |
|
·
|
achieve
an average proforma sales of new stores at a defined return-on-investment
with at least 60.0%, 62.0% and 60.0% (for Fiscal 2009, Fiscal 2008 and
Fiscal 2007, respectively) of the stores achieving 95.0% of their proforma
sales with a minimum new store opening requirement for Fiscal 2008 (see
Note 3);
|
|
·
|
improve
inventory turn to a defined level (Fiscal
2009);
|
|
·
|
attain
a defined level of internally measured retail operating cost (Fiscal
2009);
|
|
·
|
improve
combined aged inventory over one year old and over 6 months to a defined
level (Fiscal 2008 and Fiscal
2007);
|
|
·
|
improve
retail division shrink to a defined level (Fiscal 2009, Fiscal 2008 and
Fiscal 2007); and
|
|
·
|
improve
warehouse expense as a percent to sales (Fiscal
2007).
|
·
|
visit
a defined number of different stores; and
|
|
·
|
work
a defined number of shifts in retail stores, working the same duties as an
hourly employee.
|
Fiscal
2009
|
Fiscal
2008
|
Fiscal
2007
|
||||||||||||||||||||||
Salary
Component
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
||||||||||||||||||
Base
Salary
|
$ | 285,000 | $ | 265,000 | $ | 245,000 | ||||||||||||||||||
Non-Equity
Incentive Plan Compensation
|
||||||||||||||||||||||||
Company
Bonus Target (1)
|
160,000 | 56.1 | % | 149,000 | 56.2 | % | 137,812 | 56.2 | % | |||||||||||||||
Individual
Bonus Target (2) (3)
|
64,200 | 22.5 | % | 49,750 | 18.8 | % | 45,938 | 18.8 | % | |||||||||||||||
TOTAL
Bonus Target
|
224,200 | 78.7 | % | 198,750 | 75.0 | % | 183,750 | 75.0 | % | |||||||||||||||
TOTAL
Cash Compensation Potential
|
$ | 509,200 | 178.7 | % | $ | 463,750 | 175.0 | % | $ | 428,750 | 175.0 | % | ||||||||||||
Stock
Options (4) (5)
|
- | - | 11,400 | |||||||||||||||||||||
Restricted
Stock Units (4) (6)
|
14,900 | 7,900 | 2,400 |
|
·
|
achieve
an average proforma sales of new stores at a defined return-on-investment
with at least 60.0%, 62.0% and 60.0% (for Fiscal 2009, Fiscal 2008 and
Fiscal 2007, respectively) of the stores achieving 95.0% of their proforma
sales with a minimum new store opening requirement for Fiscal 2008 (see
Note 3);
|
|
·
|
improve
inventory turn to a defined level (Fiscal 2009, Fiscal 2008 and Fiscal
2007);
|
|
·
|
improve
internally measured retail product margin to a defined level (Fiscal 2009,
Fiscal 2008 and Fiscal 2007);
|
|
·
|
improve
combined aged inventory over one year old and over 6 months to a defined
level (Fiscal 2008 and Fiscal
2007);
|
·
|
visit
a defined number of different stores in 10 different states;
and
|
|
·
|
work
a defined number of shifts in retail stores, working the same duties as an
hourly employee.
|
Fiscal
2009
|
Fiscal
2008
|
Fiscal
2007
|
||||||||||||||||||||||
Salary
Component
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
||||||||||||||||||
Base
Salary
|
$ | 255,000 | $ | 242,000 | $ | 226,000 | ||||||||||||||||||
Non-Equity
Incentive Plan Compensation
|
||||||||||||||||||||||||
Company
Bonus Target (1)
|
143,565 | 56.3 | % | 136,125 | 56.3 | % | 110,175 | 48.8 | % | |||||||||||||||
Individual
Bonus Target (2) (3)
|
47,940 | 18.8 | % | 45,375 | 18.8 | % | 36,725 | 16.3 | % | |||||||||||||||
TOTAL
Bonus Target
|
191,505 | 75.1 | % | 181,500 | 75.0 | % | 146,900 | 65.0 | % | |||||||||||||||
TOTAL
Cash Compensation Potential
|
$ | 446,505 | 175.1 | % | $ | 423,500 | 175.0 | % | $ | 372,900 | 165.0 | % | ||||||||||||
Stock
Options (4) (5)
|
- | - | 9,200 | |||||||||||||||||||||
Restricted
Stock Units (4) (6)
|
13,600 | 7,200 | 2,000 |
|
·
|
achieve
an average proforma sales of new stores at a defined return-on-investment
with at least 60.0%, 62.0% and 60.0% (Fiscal 2009, Fiscal 2008 and Fiscal
2007, respectively) of the stores achieving 95.0% of their proforma sales
with a minimum new store opening requirement for Fiscal 2008 (see Note
3);
|
|
·
|
improve
retail store labor as a percent to sales to a defined
level;
|
|
·
|
improve
items per sales transaction to a defined level;
and
|
|
·
|
improve
retail division shrink to a defined level (Fiscal 2009, Fiscal 2008 and
Fiscal 2007.
|
·
|
visit
a defined number of different stores in 19 different states;
and
|
|
·
|
work
a defined number of shifts in retail stores, working the same duties as an
hourly employee.
|
Fiscal
2009
|
Fiscal
2008
|
|||||||||||||||
Salary
Component
|
Dollars
or Number of
|
%
to Base Salary
|
Dollars
or Number of
|
%
to Base Salary
|
||||||||||||
Base
Salary
|
$ | 290,000 | (1) | |||||||||||||
Non-Equity
Incentive Plan Compensation
|
||||||||||||||||
Company
Bonus Target (2)
|
187,480 | 64.6 | % | - | 0.0 | % | ||||||||||
Individual
Bonus Target (3)
|
44,520 | 15.4 | % | - | 0.0 | % | ||||||||||
TOTAL
Bonus Target
|
232,000 | 80.0 | % | - | 0.0 | % | ||||||||||
TOTAL
Cash Compensation Potential
|
$ | 522,000 | 180.0 | % | $ | - | 0.0 | % | ||||||||
Restricted
Stock Units (4) (5)
|
18,200 | 10,000 |
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated
Future Payouts
Under
Equity Incentive Plan Awards
(2)
(3) (4)
|
|
||||||||||||||||
Executive
|
Grant
Date
|
Approval
Date (5)
|
Target
($) (6)
|
Threshold
(#)
|
Target (#)
|
Maximum
(#)
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh) (7)
|
Fair
Value of Equity Award on Date of Grant ($) (8)
|
||||||||
Newsome
|
3/18/08
|
2/29/08
|
-- | 20,000 | 25,000 | 25,000 | -- | -- | -- | 447,900 | ||||||||
5/30/08
|
5/27/08
|
-- | 19,900 | 19,900 | 19,900 | -- | -- | 21.02 | 199,584 | |||||||||
Smith
|
3/18/08
|
2/29/08
|
9,667 | 12,084 | 16,918 | -- | -- | -- | 216,485 | |||||||||
3/18/08
|
2/29/08
|
10,000 | ||||||||||||||||
Rosenthal
|
3/18/08
|
2/29/08
|
9,934 | 12,417 | 17,384 | -- | -- | -- | 222,457 | |||||||||
3/18/08
|
2/29/08
|
21,400 | ||||||||||||||||
Pryor
|
3/18/08
|
2/29/08
|
9,067 | 11,334 | 15,868 | -- | -- | -- | 203,048 | |||||||||
3/18/08
|
2/29/08
|
9,000 | ||||||||||||||||
Joseph
(9)
|
3/18/08
|
2/29/08
|
-- | -- | -- | -- | -- | -- | -- | -- |
(1)
|
Estimated
future payouts under non-equity incentive plan awards consist of the NEOs’
individual performance component of their bonus based on new store
return-on-investment that is not determinable at fiscal year
end. The Fiscal 2009 bonus will be calculated based on store
performance through August 2009 and paid in September 2009, if
earned. We do not believe this bonus will be earned and have
not included these amounts in the Summary Compensation
Table.
|
(2)
|
Estimated
future payouts under equity incentive plan awards consist of those equity
awards with performance conditions. The amounts presented
represent the fair value of the minimum award (threshold) that could be
earned assuming a certain level of required performance under the plan,
the target amount that was awarded and the maximum award that could be
earned assuming the equity award value when earned equaled the fair value
on the date of grant (See Note 5). All the NEOs’ restricted
stock unit awards were contingent upon the achievement of performance
criteria of which two-thirds of the awards have been certified as having
been met.
|
(3)
|
The
RSUs awarded to the NEOs were tiered with cliff vesting on the first,
second, third and fifth anniversary of the date of grant and contingent on
the achievement of specified performance criteria over the next three
fiscal years. Two-thirds of the awards presented were based on
performance criteria for Fiscal 2009 and were certified by the
Compensation Committee as having been achieved. A portion of
these awards cliff vested on the March 18, 2009. The remaining
awards will cliff vest on March 18,
2013.
|
(4)
|
Options
to purchase shares of our common stock vest in equal installments over
four years beginning on the first anniversary of the date of
grant. One option award was granted to our CEO in Fiscal
2009.
|
(5)
|
Date
approved by the Compensation Committee as reported on Form 8-K to the
Securities and Exchange Commission on March 5, 2008 and June 2,
2008.
|
(6)
|
The
target and maximum future payout is the same for those amounts presented
under the estimated future payouts under non-equity incentive plan awards
(See Note 1). Therefore, for presentation purposes, these
columns were combined and no threshold column is
presented.
|
(7)
|
Exercise
price is defined by us as the closing market price on the date of
grant.
|
(8)
|
Fair
value of equity award on date of grant is valued under the provision of
SFAS No. 123R using the Black-Scholes valuation model as of the date of
grant, where applicable. All of the equity awards granted in
Fiscal 2009 were in the form of RSUs and were valued at the closing price
of our common stock on the date of grant, with the exception of a stock
option grant to our CEO. The RSUs awarded on March 18, 2008
were valued at $14.93. The stock option grant on May 30, 2008
had a fair market value of $10.03.
|
(9)
|
Mr.
Joseph served as President of our Company from January 2008 through
September 2008. There are no future payouts to him due to his
resignation.
|
Option
Awards
|
Stock
Awards
|
||||||||
NEO
(1)
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Units or Stock That Have Not Vested (#)
|
Market
Value of Units of Stock That Have Not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Units That Have Not Vested
(#)
|
Equity
Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested
($)
|
|
Newsome
|
16,988
|
--
|
6.55
|
2/26/2012
|
(4)
|
||||
40,500
|
--
|
7.41
|
3/18/2013
|
(5)
|
|||||
27,000
|
13,500
|
15.11
|
2/24/2014
|
(6)
|
|||||
27,006
|
17,995
|
23.45
|
5/31/2015
|
(7)
|
|||||
5,403
|
3,597
|
24.71
|
8/18/2015
|
(8)
|
|||||
17,999
|
6,001
|
30.98
|
1/27/2014
|
(9)
|
|||||
--
|
19,900
|
21.02
|
5/30/2016
|
(13)
|
|||||
(11)
|
5,100
|
69,411
|
--
|
--
|
|||||