CROWN CRAFTS INC
For the period ended Aug 13, 2024. Filed Jun 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 13, 2024 · Filed Jun 28, 2024
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Contents
Director Compensation Program
The Compensation Committee periodically reviews the compensation of directors and committee members and chairpersons. Director compensation is set by the Board based upon the recommendation of the Compensation Committee. Compensation consists of a combination of cash and equity. A substantial portion of director compensation is equity-based to assist in aligning directors’ interests with the long-term interests of stockholders of the Company.
The equity component of our director compensation consists of an annual grant of restricted stock made pursuant to the Crown Crafts, Inc. 2021 Incentive Plan (the “2021 Plan”), with a value as recommended by the Compensation Committee and approved by the Board. This grant of restricted stock vests upon the earlier of: (i) the one-year anniversary of the grant date; and (ii) the date immediately preceding the date of the annual meeting of stockholders which is held in the year after the grant year.
The table below sets forth the compensation program approved by the Board for our non-employee directors for fiscal year 2024, which is unchanged from fiscal year 2023.
| Annual Cash Retainer/Fee (paid monthly) | Position | |
| $50,000 | Annual Retainer | Board Members |
| $50,000 | Supplemental Annual Retainer | Non-Executive Chairman of the Board |
| $12,000 | Annual Chair Fee | Audit Committee Chair |
| $10,000 | Annual Chair Fee | Compensation Committee Chair |
| $ 4,500 | Annual Chair Fee | Nominating and Governance Committee Chair |
| $ 4,500 | Annual Chair Fee | Capital Committee Chair |
| $ 1,000 | Meeting Fee Per Committee Meeting Attended* | Each Committee Member |
| Annual Equity Retainer | ||
|---|---|---|
| ● Annual grant of restricted stock made pursuant to the 2021 Plan, with a value as recommended by the Compensation Committee and approved by the Board. The restricted stock vests upon the earlier of: (i) the one-year anniversary of the grant date; and (ii) the date immediately preceding the date of the annual meeting of stockholders which is held in the year after the grant year. ● For fiscal year 2024, in August 2023 each non-employee director received a grant of 15,103 shares of restricted Common Stock with a grant date value equal to $73,203. The number of shares issued was determined by dividing $75,000 by the average closing price of the Common Stock as reported on Nasdaq for the twenty trading days prior to the date of the 2023 Annual Meeting. The shares of restricted stock vest upon the earlier of: (i) August 15, 2024; and (ii) the date immediately preceding the date of the Annual Meeting. | ||
*No meeting fees are paid for Board meeting attendance.
Directors who are employees of the Company or its subsidiaries do not receive any compensation for their service as directors.
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