Schedule 14A


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DIRECTOR COMPENSATION

Directors’ compensation is established by the Board of Directors upon the recommendation of the Compensation Committee. Directors who are also our employees are not paid any fees or other remuneration for service on the board or any of its committees. The fiscal 2016 directors’ compensation through December 3, 2015, was paid at the same levels as those provided at the end of the fiscal year ended January 31, 2015. Specifically, the compensation for our independent directors was as follows: (i) $35,000 retainer per year, payable in quarterly installments; (ii) $1,000 for each board and/or committee meeting attended in person, except for attendance at Nominating Committee and Governance Committee meetings, which did not generate a meeting fee; and (iii) an annual grant of restricted common stock equal to $60,000 in value, with vesting to occur in three equal annual installments (the “ Fee Program ”). Additionally, the committee chairperson for each of the Compensation Committee, the Corporate Governance and Nominating Committee and Investment Policy Committee received a $5,000 additional cash retainer per year, and the Audit Committee Chair received a $10,000 additional cash retainer per year. New directors to the Company also received a stock option or stock appreciation rights award equal to $50,000 in option or appreciation rights value, as applicable, with three-year vesting (the “ New Director Program ”). Directors are reimbursed for travel and lodging expenses in connection with their attendance at meetings. Directors are also entitled to receive stock options or stock appreciation rights under our equity compensation plans.

In fiscal 2016, the Compensation Committee engaged the outside compensation consultant, Frederic W. Cook, Inc. (“Cook”), to review the competitiveness of our non-employee director compensation including market practices relative to the Company’s fiscal 2016 peer group (as described in the section of this proxy statement captioned “Executive Compensation Policy”). The consultant’s review and analysis included collecting market data from the latest proxy filings for peer companies and reviewing published surveys representative of industry market practices. Additionally, the consultant’s review encompassed an analysis of competitive practices, prevalence and trends relating to annual cash compensation (retainers and meeting fees), equity-based compensation (stock options, stock appreciation rights, full-value shares), and other notable practices (committee chair and lead director premiums). The Cook study indicated that the value of the non-employee director compensation program was below the 25It is our Company’s policy to strongly encourage stock ownership by our directors to closely align the interests of directors and shareholders. Under the director stock ownership policy in place from May 2013 until December 3, 2015, directors were expected to accumulate Company stock with a value of one times their annual equity retainer, over a three-year period, and then retain shares. In conjunction with the fiscal 2016 review of non-employee director compensation programs, and effective December 3, 2015 the Compensation Committee adopted enhanced stock ownership guidelines to further align the interests of directors and shareholders. Under the new policy, non-employee directors are expected to retain three times the value of the annual board cash

 

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retainer and retain 100% of the after-tax profit shares acquired upon vesting or exercise of all equity grants until they meet the stock ownership guidelines. Given the significant increase in the stock ownership requirement and appointment of several new members to the Board over the past 24 months, as of the end of fiscal 2016, none of our non-employee directors met the new stock ownership targets.

Our stock ownership guidelines are posted in the “Our Company” section of the website at www.pery.com.

The following table sets forth compensation information for fiscal 2016 for all of our then current non-employee directors.

Fiscal Year 2016 Director Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

  

Fees

Earned or

Paid in

Cash

($)

 

  

Stock

Awards

($)(1)

 

  

Option/SARs

Awards

($)(2)

 

  

All Other

Compensation

($)

 

 

Total

Compensation

($)

 

Joe Arriola

  

 

30,250

  

  

 

—  

 

  

 

—  

 

  

 

 



 

 

30,250

  

Jane E. DeFlorio

  

 

50,817

 

  

 

60,000

  

  

 

—  

 

  

 

 



 

 

110,817

  

Bruce J. Klatsky

  

 

24,351

  

  

 

60,000

  

  

 

50,000

  

  

 

 



 

 

134,351

  

Joseph P. Lacher (former director)

  

 

40,000

  

  

 

—  

 

  

 

—  

 

  

 

 



 

 

40,000

  

Michael W. Rayden

  

 

21,452

  

  

 

60,000

  

  

 

50,000

  

  

 

 



 

 

131,452

  

J. David Scheiner

  

 

51,750

  

  

 

60,000

  

  

 

—  

 

  

 

 



 

 

111,750

  

Alexandra Wilson

  

 

49,000

  

  

 

60,000

  

  

 

—  

 

  

 

 



 

 

109,000

  

 

(1)

The amounts shown reflect grant date fair value calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, excluding the offset of estimated forfeitures. The assumptions used are described in (Footnote 23) to the consolidated financial statements in our Annual Report on Form 10-K, for fiscal 2016. On July 17, 2015, each of our then current non-management directors received a grant of restricted common stock equal to approximately $60,000 in value, with vesting to occur in three equal annual installments beginning on July 17, 2016. The table immediately following this table, entitled “Director Outstanding Equity Awards as Fiscal Year End,” contains information regarding vested and unvested restricted shares held by our directors.

(2)

The amounts shown reflect grant date fair value calculated in accordance with ASC Topic 718, Compensation – Stock Compensation, excluding the offset of estimated forfeitures. The assumptions used are described in (Footnote 23) to the consolidated financial statements in our Annual Report on Form 10-K for fiscal 2016. Upon Mr. Klatsky’s and Mr. Rayden’s appointment to the Board of Directors in fiscal 2016, they were granted awards of 4,065 stock appreciation rights, respectively, representing $50,000 in appreciation value as of the grant date, with vesting to occur in three equal annual installments beginning July 16, 2016. The table immediately following this table, entitled “Director Outstanding Equity Awards as Fiscal Year End,” contains information regarding vested and unvested options and stock settled shares held by our directors.

*

Perquisites and other personal benefits provided to such director during fiscal 2016 had a total value of less than $10,000.

 

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The following table sets forth the stock options, SARs and restricted shares held, at January 30, 2016, by each individual referenced in our Fiscal 2016 Director Compensation table above.
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