We selected December 31, 2017 as the date used to identify our median
employee whose annual total compensation was the median of the annual total compensation of all our employees (other than our Chief Executive Officer) for 2017. As of December 31, 2017, our employee population consisted of 24 individuals
(excluding our Chief Executive Officer), all located in our New York, New York office. To identify our median employee, we compared the annual total compensation for each of our employees, as determined in accordance with the requirements of
Item 402(c)(2)(x) of
Regulation S-K,
which included salary, bonus, restricted stock awards, employer contributions to employee accounts in our 401(k) plan, and company- paid life insurance premiums.
In making this determination, we annualized the compensation of nine employees who were hired in 2017 but did not work for us the entire fiscal year. Given that we had an even number of employees (excluding our Chief Executive Officer) in the
employee population for 2017, the calculation of the compensation of the median employee was the average compensation of our 12th and 13th highest paid employees. We have determined there has been no change in our employee population or
employee compensation arrangements during the last completed fiscal year that would significantly impact the CEO Pay Ratio for 2018. Accordingly, we have used the same median employee we identified in 2017 for purposes of calculating our CEO Pay
Ratio for 2018.
Employment Agreements
During 2018, the Company was a party to employment agreements with Messrs. Pearson, Gilpin, Corless and Gilligan. Each of Messrs. Pearson,
Gilpin, Corless and Gilligan receive their salary, bonus, stock awards and benefits pursuant to their employment agreements with the Company.
Employment Agreements, dated May 5, 2015, with Dayl W. Pearson, Edward U. Gilpin, R. Jon Corless and Daniel P. Gilligan
On May 5, 2015, the Company entered into employment agreements with Messrs. Pearson, Gilpin, Corless and Gilligan. The employment
agreements are effective as of May 5, 2015 and supersede and replace each executives previous employment agreement. The initial term of the employment agreement ends on December 31, 2015, subject to automatic extended
one-year
renewals thereafter (unless either party provides prior written notice not later than 30 days prior to the expiration of the then current term).
Under the terms of their employment agreements, Messrs. Pearson, Gilpin, Corless and Gilligan are entitled to receive an annual base salary
of $550,000, $400,000, $310,000 and $275,000, respectively, (subject to increase from time to time by the Board of Directors) and are eligible to earn annual discretionary performance-based cash bonuses with targeted amounts of $800,000,
$400,000, $250,000 and $175,000, respectively, to be paid on or about January 31 of the succeeding calendar year.
Under the terms of
the employment agreements, in the event of the termination of the executives employment for any reason, the executive will be entitled to receive (i) any base salary earned but not paid through the date of termination, (ii) any
accrued but unused vacation pay calculated through the date of termination, (iii) any accrued but unpaid expense reimbursements calculated through the date of termination and (iv) any benefits provided under the terms of any Company
benefit plan or program.
Under the terms of each employment agreement, in the event of an executives termination of employment by
the Company without cause (as defined in the employment agreement), by the executive for good reason (as defined in the employment agreement), or due to the executives death or disability, the executive will, for a 12 month severance
period following termination (i) continue to be paid his or her nnual base salary, and (ii) receive a monthly payment equal to the
after-tax
amount of the executives monthly premium for
COBRA continuation coverage under our health benefit plan. In addition, the executive will receive a
one-time
payment equal to the prorated amount of executives average annual bonus for the three
calendar years preceding termination.
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