Schedule 14A


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Non-Employee Director Compensation
During fiscal 2016, the Board reviewed the market competitive pay of our compensation peer companies, as prepared by Willis Towers Watson. Based on the information presented, the Board determined that cash and equity compensation for fiscal 2017 will be adjusted to align the fees and restricted stock units that our non-employee directors receive with market as compared to our peer companies.
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The table below reflects the cash compensation for annual service during fiscal 2016 to our non-employee directors along with the approved adjustments for fiscal 2017:

 

 

 

 

 

 

 

 

Role

 

Fiscal 2016

Annual Cash

Retainer

 

Fiscal 2017

Annual Cash

Retainer

 

    

 

 

 

 

 

 

 

Chairman of the Board

 

 

$110,000

 

 

$120,000

 

All other non-employee directors

 

 


$45,000

 

 


$55,000

 

Audit Committee

 

 


 

 

 


 

 

Chair

 

 

$19,000

 

 

$20,000

 

All other committee members

 

 

$9,000

 

 

$10,000

 

Compensation Committee

 

 


 

 

 


 

 

Chair

 

 

$12,500

 

 

$15,000

 

All other committee members

 

 

$5,000

 

 

$7,500

 

Governance and Nominating Committee

 

 


 

 

 


 

 

Chair

 

 

$11,000

 

 

$11,000

 

All other committee members

 

 

$5,000

 

 

$5,000

 

Upon election or re-election to the Board at each of our annual meetings of shareholders, the directors receive an annual grant of restricted stock units under our 2011 Stock Incentive Plan with the number of shares equal to the amounts set forth in the table below. The annual restricted stock unit award to be granted in June 2017 will be under the 2017 Stock Incentive Plan that is the subject of shareholder approval at this Annual Meeting, and will vest on the one year anniversary of the date of grant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 








































 


 

Name


 

 


 

Fiscal 2016

Award Amount


 

 


 

Fiscal 2017

Award Amount


 

 


 

Calculation


 

 








































 

 

David Anderson

(Chairman of the Board)

 

 

 

 

$134,000

 

 

 

 

$154,000

 

 

 

 

 

 

​  





































 

 

David Johnson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







































 

 

Randy Martinez

 

 

 

 

 

 

 

 

 

 

 

 

 

FMV ÷ Grant Date Stock

 

 







































 

 

Barb Samardzich(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Price rounded down to the

 

 







































 

 

Michael Schrock

 

 

 

 

$95,000

 

 

 

 

$115,000

 

 

 

next whole number

 

 







































 

 

Gail Steinel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







































 

 

Kenneth Yu

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







































 

 

Maximiliane Straub(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 








































(1)

Since Ms. Samardzich is not standing for re-election as a director of the Company at this year's Annual Meeting, she will not receive the fiscal 2017 award amount.

(2)

Since Maximiliane Straub is standing for election as a director of the Company for the first time at this year's Annual Meeting, she will only receive the fiscal 2017 award amount.
If a non-employee director is appointed to the Board prior to the annual meeting of shareholders, the non-employee director may receive a pro-rated restricted stock unit award depending upon, among other factors, the length of time until the next annual meeting of shareholders. If a non-employee director resigns, retires or otherwise terminates his or her service as a director, a pro-rata portion of
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any restricted stock units held by such director shall vest prior to the date that the restrictions would otherwise vest.
Non-employee directors are also reimbursed for travel expenses to Board meetings.
Non-employee directors are also eligible to participate in the Executive Deferred Compensation Plan and may elect to defer up to 100% of the director's fees we pay in cash and to defer the settlement of up to 100% of the restricted stock unit awards that they are eligible to receive. At the time of the deferral election, participants must select a distribution date and form of distribution. The plan provides for the crediting of dividend equivalents on such deferred settlement restricted stock units and for the crediting of interest on cash amounts (deferred director fees and dividend equivalents amounts) that are credited to a participant's deferred account. The interest rate utilized is approved by the Compensation Committee in November of each year for the following calendar year. Historically, the ten-year government treasury note rate as of the first business day of the calendar year has been used. The interest rate for calendar 2016 was 2.24%. For fiscal 2016, Mr. Johnson elected to defer 100% of his director's fees and settlement of 100% of his restricted stock unit grant and associated dividend equivalents paid on that grant and Mr. Anderson and Ms. Steinel elected to defer settlement of 100% of their restricted stock unit grant and associated dividend equivalents paid on that grant. Earnings on the deferred compensation accounts (dividend equivalents and interest credits) do not represent above-market or preferential earnings.
The table below shows cash compensation earned by non-employee directors for fiscal 2016 and either paid in cash or deferred at the election of the director as described above. The table also shows the dollar amounts recognized by us for financial statement reporting purposes during fiscal 2016 for restricted stock unit awards granted for service during fiscal 2016.
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