Item 9B. OTHER INFORMATION
5K characters. Original on sec.gov ·
Item 9B. OTHER INFORMATION
On February 27, 2024, following review of market compensation, the Company’s Leadership Development and Compensation Committee of the Board of Directors, approved for Ms. Karyn Ovelmen, Executive Vice President and Chief Financial Officer, an annual base salary of $780,000, effective March 1, 2024, and an increase in target long term incentives to $2,700,000, payable in future years according to the terms of the Company’s long term incentive programs; and also approved for Mr. Peter Toth, Executive Vice President and Chief Development Officer, an annual base salary of $710,000, effective March 1, 2024, and an increase in target long term incentives to $2,050,000, payable in future years according to the terms of the Company’s long term incentive programs. Additionally, following review of market compensation, the Company’s Board of Directors approved for Mr. Tom Palmer, President and Chief Executive Officer, an increase in target long term incentives from $8,900,000 to $9,500,000, payable in future years according to the terms of the Company’s long term incentive programs.
Rule 10b5-1 Trading Plans
Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by the Company’s stock trading standard, which has been filed as Exhibit 19 to this annual report. In accordance with Rule 10b5-1 and the Company’s insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans. Under the Company’s stock trading standard, the first trade made pursuant to a Rule 10b5-1 trading plan may take place no earlier than 90 days after adoption of the trading plan. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our stock trading standard and holding requirements. During the three months ended December 31, 2023, the following directors and executive officers adopted or terminated Rule 10b5-1 trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c):
On November 8, 2023, Mark Ebel, Interim Chief Legal Officer, terminated a trading arrangement previously adopted with respect to the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Ebel’s Rule 10b5-1 Trading Plan was adopted on May 23, 2023, had a term of 1 year, and provided for the sale of up to 8,663 shares of common stock pursuant to the terms of the plan. As of the date of termination of the Rule 10b5-1 Trading Plan, Mr. Ebel had sold 549 shares of common stock under its terms. The adoption of such 10b5-1 Trading Plan, and its subsequent termination, each occurred during an open insider trading window and complied with the Company’s standards on insider trading.
On November 28, 2023, Tom Palmer, President, Chief Executive Officer and Director, terminated a previously adopted Rule 10b5-1 Trading Plan. Mr. Palmer’s Rule 10b5-1 Trading Plan was adopted on March 7, 2022, had a term of 2 years, and provided for the sale of up to 264,000 shares of common stock pursuant to the terms of the plan. As of the date of termination of the Rule 10b5-1 Trading Plan, Mr. Palmer had sold 220,000 shares of common stock under its terms. The adoption of such 10b5-1 Trading Plan, and its subsequent termination, each occurred during an open insider trading window and complied with the Company’s standards on insider trading.
Transactions under Section 16 officer trading plans will be disclosed publicly through Form 144 and Form 4 filings with the SEC to the extent required by law. No other Section 16 director or officer of the Company adopted, modified, or terminated Rule 10b5-1 trading plans during the covered period. No non-Rule 10b5-1 trading arrangements (as defined by Item 408(a) of Regulation S-K) were entered into by Section 16 director or officer of the Company during the covered period.
PART III
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