2024 Potential Payments Upon Termination(1)
| Name · Benefit · Involuntary Termination Absent a Change in Control ($) · Involuntary Termination Upon a Change in Control ($) · Death/ Disability ($) |
|---|
| W.M. “Rusty” Rush | Cash payments | | 7,402,067 | (3) | | 7,402,067 | (3) | | − | |
|---|
| Acceleration of equity awards | | − | | 13,589,921 | | 13,589,921 | (4) |
| Continuation of life and health insurance | | 117,582 | (5) | | 117,582 | (5) | |
| 280G Gross-Up (2) · − · − · − |
|---|
| Total | | 7,519,649 | | 21,109,570 | | 13,589,921 | |
|---|
| Jason Wilder | Cash payments | | 804,142 | (6) | | 2,346,284 | (7) | | − | |
|---|
| Acceleration of equity awards | | − | | 3,256,730 | (4) | | 3,256,730 | (4) |
| Continuation of life and health insurance | | 32,475 | (8) | | 69,949 | (9) | | − | |
| 280G Gross-Up (2) · − · − · − |
|---|
| Total | | 836,617 | | 5,667,963 | | 3,256,730 | |
|---|
| Steven L. Keller | Cash payments | | 866,916 | (6) | | 2,519,832 | (7) | | − | |
|---|
| Acceleration of equity awards | | − | | 5,010,995 | (4) | | 5,010,995 | (4) |
| Continuation of life and health insurance | | 26,018 | (8) | | 52,036 | (9) | | − | |
| 280G Gross-Up (2) · − · − · − |
|---|
| Total | | 892,934 | | 7,582,863 | | 5,010,995 | |
|---|
| Jody Pollard | Cash payments | | 794,013 | (6) | | 2,303,076 | (7) | | − | |
|---|
| Acceleration of equity awards | | − | | 3,474,496 | (4) | | 3,474,496 | (4) |
| Continuation of life and health insurance | | 31,139 | (8) | | 62,279 | (9) | | − | |
| 280G Gross-Up (2) · − · − · − |
|---|
| Total | | 825,152 | | 5,839,851 | | 3,474,496 | |
|---|
| Michael J. McRoberts(10) | Cash payments | | − | | − | | − | |
|---|
| Acceleration of equity awards · − · − · − |
|---|
| Continuation of life and health insurance · − · − · − |
|---|
| 280G Gross-Up (2) · − · − · − |
|---|
| Total | | − | | − | | − | |
|---|
| (1) | Amounts reflected in the table were calculated assuming a December 31, 2024, termination date, which was the last business day of the 2024 fiscal year. Each of the named executive officers listed in the above table is entitled to receive amounts earned during the term of his employment regardless of the manner in which he is terminated, including termination for Cause. These amounts include base salary, unused vacation pay and other benefits such named executive officer may be entitled to receive under applicable employee benefit plans, and are not reflected in the table. The table reflects only the additional compensation and benefits (collectively, “Additional Compensation”) the listed named executive officers are estimated to receive upon termination. The listed named executive officers are not entitled to any Additional Compensation in the event they are terminated for Cause. The actual amounts to be paid to an officer can only be determined at the time of his actual termination. |
The term “Involuntary Termination” has the same meaning in this table as it does in the Transition Plan, which is set forth above.
| (2) | The Section 280G excise tax gross-up payment on an actual termination may differ based on factors such as timing of employment termination and payments, methodology for valuing stock options, future stock option exercises, changes in compensation, and reasonable compensation analyses the Company is required to make. In 2011, the Compensation and Human Capital Committee adopted a policy prohibiting the Company from entering into any future change in control arrangements with executive officers that provide for excise tax gross-up payments, unless such arrangement is approved by shareholders. Pursuant to the policy, any participant who entered the Transition Plan after March 3, 2011, is not entitled to any excise tax gross-up payments. Consequently, Jason Wilder and Jody Pollard are not entitled to any Section 280G excise tax gross-up payment. |
| (3) | The amount reflects the sum of (a) two times the respective named executive officer’s current rate of base salary, plus (b) the average annual cash bonus received in the three previous calendar years. |
| (4) | The amount reflects the value of accelerating the respective officer’s unvested equity awards upon termination, death or disability. This value is based upon the closing sale price of the Company’s Class A Common Stock and Class B Common Stock, as quoted on the NASDAQ® Global Select Market on December 31, 2024, of $54.79 and $54.44, respectively. |
| (5) | The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 48 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2024. |
| (6) | The amount reflects the sum of (a) the respective named executive officer’s current rate of base salary, plus (b) one-half times his annual cash bonus received for the 2024 calendar year. |
| (7) | The amount reflects the sum of (a) two times the respective named executive officer’s current rate of base salary, plus (b) two times his highest annual cash bonus received in any of the previous five years. |
| (8) | The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 12 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2024. |
| (9) | The amount reflects the Company’s estimated cost to continue life and health insurance benefits up to 24 months. These estimated costs were based upon the Company’s actual costs in providing the benefits in 2024. |
| (10) | In connection with Mr. McRoberts’s retirement from his position of Chief Operating Officer, he stopped participating in the Transition Plan effective November 1, 2024. |
