Our 2025 executive compensation program consisted of base salary and discretionary cash incentives payable based on the CHC Committee’s evaluation of our overall financial performance and the contribution of the individual NEO to such performance. In order to further enhance a “pay for performance” environment, the CHC Committee added a long-term equity incentive plan (“LTIP”) component to the Company’s executive compensation program, which was adopted in November 2021. Accordingly, in February 2025, the CHC Committee granted to our NEOs time-based restricted stock awards (“RSAs”), which vest ratably over a three-year period, under the Company’s previously approved 2015 Performance & Equity Incentive Plan (the “2015 Plan”). The number of RSAs granted was based on a percentage of each individual’s base salary. In February 2025, the CHC Committee granted Mr. Gonzalez additional RSAs, which vest in full on January 24, 2030 (Mr. Gonzalez’s 65th birthday), under the 2015 Plan. The CHC Committee believes the LTIP component to the executive compensation program aligns executive and shareholder interests by creating an “ownership culture,” incentivizes performance, and provides retention incentives for our executive officers.
Our NEOs receive the same benefits and perquisites that are available to all employees generally. The CHC Committee does not have a formal policy relating to the allocation of total compensation among the various components.
Base Salary
Objective. The CHC Committee believes that base salary should provide executives certainty that they will receive competitive compensation. For 2025, base salaries for our NEOs were as follows: $616,187 for Mr. Gonzalez (up from $586,845 in 2024), $512,442 for Mr. Bakun (up from $488,040 in 2024), $425,670 for Ms. Walters (up from $405,400 in 2024) and $323,675 for Ms. Goff (up from $302,500 in 2024).
Performance Considerations. Base salary is designed to adequately compensate and reward the executive on a day-to-day basis for the time spent and the services the executive performs. When setting and adjusting individual executive salary levels, the CHC Committee considers the executive officer’s responsibilities, experience, potential, individual performance and the CHC Committee’s evaluation of its competitive market position. The CHC Committee also considers other factors such as demand in the labor market and comparable salaries for the particular executive and succession planning. These factors are not weighted. The CHC Committee bases salary adjustments on the overall assessment of all of these factors. The CHC Committee does not target base pay at any particular level versus a peer group, but uses its judgment based on all available information (including, from time to time, market and survey data compiled by compensation consultants) to set a base salary that, when combined with all other compensation elements, results in a competitive pay package.
Discretionary Cash Incentives
Objective. The CHC Committee awards discretionary cash incentives to our NEOs to reward such officers for their individual contributions to our overall performance in a given year and to assist in providing a competitive compensation package. The CHC Committee believes that discretionary cash incentives, if any, should be subject to the achievement by the Company of the financial and operational objectives set by the Board from time to time, the financial results of the Company during the year, the Company’s liquidity position at the end of the year and the Board’s expectations regarding the required uses of liquidity in the upcoming year. We believe that making such compensation “at risk” provides significant motivation for increasing Company and individual performance.
Performance Considerations. Discretionary cash incentives (if any) will be paid based on the CHC Committee’s discretionary evaluation of our overall financial performance, the contribution of the particular NEO to such performance and the other factors discussed above. The CHC Committee also takes into consideration the target cash incentive amounts set in such NEO’s employment agreement, if applicable. The amount of any discretionary cash incentive awarded is determined by the CHC Committee, in its sole discretion, and in consultation with the independent directors of the Board. Cash incentives are typically paid during the first quarter; however, the CHC Committee has, and may in the future, decide to award cash incentives during the year for exemplary performance.
Committee Actions Taken with Respect to 2025 Performance. The CHC Committee, in consultation with the independent directors of the Board, approved the following discretionary cash bonus awards for 2025 performance: $924,281 for Mr. Gonzalez, $563,686 for Mr. Bakun, $404,387 for Ms. Walters and $307,491 for Ms. Goff.
