PROPOSAL 1: ELECTION OF DIRECTORS
Six directors, constituting our entire board of directors, are to be elected in the 2020 annual meeting to serve until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. All of the nominees are currently directors and have been recommended for re-election by the nominating and corporate governance committee of the board and nominated by the board. If any nominee should become unavailable for election for any presently unforeseen reason, the persons designated to serve as proxies will have full discretion to vote for another person nominated by the board.
Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors in the annual meeting. Our Restated Articles of Incorporation prohibit cumulative voting for the election of directors.
Our board of directors and nominating and corporate governance committee unanimously recommend that all shareholders vote FOR the election of all our director nominees. All duly submitted and unrevoked proxies will be voted FOR all our nominees, except where authorization to so vote is withheld. Votes withheld and broker non-votes are not counted in the election of directors.
INFORMATION ABOUT OUR NOMINEES FOR DIRECTOR
The six nominees for director are named below. Each has consented to serve as a director if elected. Set forth below is pertinent information with respect to each nominee:
Timothy W. Byrne
Mr. Byrne, age 62, rejoined us on December 8, 2000 as our President and Chief Executive Officer, positions he previously held during 1997 and 1998. Mr. Byrne has served as a director since 1991, and served in various positions, including Senior Vice President and Chief Financial Officer and Vice President of Finance and Administration, from 1990 to 1998. Prior to rejoining us in 2000, Mr. Byrne was president of an Internet services and communications company focused on strategy, marketing and technology. The board selected Mr. Byrne to serve as a director because he is our Chief Executive Officer and has been with the company for more than 25 years in various operational and financial positions. Mr. Byrne is currently a vice president, and also a past president, of the National Lime Association. He has extensive knowledge of the lime industry and our operations, markets and finances and is the only officer of the company to sit on the board.
Richard W. Cardin
Mr. Cardin, age 84, has served as a director since 1998. He retired as a partner of Arthur Andersen LLP in 1995, having spent 37 years with that firm. He was office managing partner with Arthur Andersen LLP in Nashville, Tennessee from 1980 until 1994. He was a member of the board of directors of Atmos Energy Corporation, a natural gas utility company, through February 2011, and was, until the corporation was sold in November 2006, a member of the board of directors of Intergraph Corporation, a global provider of spatial information management software and services. The board selected Mr. Cardin, a certified public accountant (inactive) and an audit committee financial expert, to serve as a director because of his accounting, finance and risk management background, his board and audit committee experience at other public companies, as well as his operational and leadership skills gained as an office managing partner of a major accounting firm.
Antoine M. Doumet
Mr. Doumet, age 59, has served as a director since 1993 and as Chairman of the board since 2005, and served as Vice Chairman from 1993 until 2005. He is a private businessman and investor. From 1989 to 1995, he served as a director of MELEC, a French electrical engineering and contracting company. From 1988 to 1992, Mr. Doumet served as vice president and a director of Lebanon Chemicals Company. Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon. The board selected
Mr. Doumet to serve as a director because of his brother’s majority control of the company and his extensive management, operational and engineering background as a result of his educational training and oversight of a variety of private business units, some with operations similar to ours.
Ray M. Harlin
Mr. Harlin, age 70, has served as a director since 2018. Since February 2016, he has been a consultant for Santek Development, LLC, an integrated waste management company. He retired as president and chief financial officer of US Xpress Enterprises, Inc., a national truckload freight carrier, in 2015, where he also held the position of executive vice president and chief financial officer from 1997 until 2011. He is a member of the board of directors of Smith Transport, Inc., a national truckload freight carrier. Mr. Harlin was a certified public accountant and held various positions with Arthur Andersen LLP from 1973 to 1997, including managing partner of the firm’s Chattanooga, Tennessee office. The board selected Mr. Harlin, an audit committee financial expert, to serve as a director because of his transportation, accounting, finance and risk management background, his board and audit committee experience at other companies and his operational and leadership skills gained as president and CFO of a large transportation company and as an office managing partner of a major accounting firm.
Billy R. Hughes
Mr. Hughes, age 81, has served as a director since 2010. He began his career with us in 1973 as a salesperson for the Arkansas Lime plant and served as our Senior Vice President – Sales & Marketing from 1998 to January 2008 and Senior Vice President – Development from February 2008 until his retirement in February 2009. He has more than 35 years of experience in the lime and limestone industry serving in various sales and marketing positions for the company and its subsidiaries. The board selected Mr. Hughes to serve as a director because of his extensive knowledge of our operations, customers and history, particularly the markets for the company’s lime and limestone products.
Edward A. Odishaw
Mr. Odishaw, age 84, has served as a director since 1993 and as Vice Chairman of the board since 2005, and served as Chairman from 1993 until 2005. Mr. Odishaw is chairman of Austpro Energy Corporation, a public Canadian corporation. Between 1964 and 1999, he practiced law in Saskatchewan and British Columbia, Canada, with emphasis on commercial law, corporate mergers and acquisitions and finance. Between 1992 and 1999, Mr. Odishaw was a barrister and solicitor with the law firm of Boughton Peterson Yang Anderson, located in Vancouver, Canada. From 1972 to 1992, Mr. Odishaw was a barrister and solicitor with the law firm of Swinton & Company, Vancouver, Canada. Mr. Odishaw holds directorships in numerous companies and associations in Canada. Mr. Odishaw, as of January 1, 2018, became a non-practicing member of the Law Society of British Columbia and is also a non-practicing member of the Law Society of Saskatchewan. The board selected Mr. Odishaw to serve as a director because of his many years of legal experience in financial and transactional matters and his management and leadership experience as a director of various companies and associations.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
Russell W. Riggs
Mr. Riggs, age 62, joined us in 2006 as our Vice President – Production. He has more than 35 years of experience in the lime and limestone industry. During 2005, he acted as a consultant for various engineering companies, and as a project manager for a specialty minerals-based company. Prior to 2005, Mr. Riggs held various plant and operations management positions with Chemical Lime Company, now known as Lhoist North America.
Timothy W. Stone
Mr. Stone, age 54, joined us in 2018 and was promoted to our Director – Sales and Marketing in June 2019.
Prior to joining us, Mr. Stone spent 18 years at Martin Marietta Inc.in a variety of roles, including district quality control manager and sales manager with markets serving the construction and flue gas desulfurization industries.
Michael L. Wiedemer
Mr. Wiedemer, age 51, joined us in 2017 as our Vice President and Chief Financial Officer. He has over 20 years of financial and accounting experience. Mr. Wiedemer is a certified public accountant and served as corporate controller for TearLab Corp., an in vitro diagnostic medical device company, from 2015 to 2017. From 2009 to 2015, Mr. Wiedemer held various positions, including corporate controller and chief accountant, at Peerless Manufacturing Company (“PMFG”), a provider of separation and filtration equipment primarily serving the oil and gas and power generation industries. Prior to joining PMFG, Mr. Wiedemer was an audit manager with Grant Thornton LLP.
CORPORATE GOVERNANCE
We have adopted corporate governance practices in accordance with the listing standards of the Nasdaq Global Market and commensurate with our size.
Upon the recommendation of the nominating and corporate governance committee, the board has determined that Messrs. Cardin, Doumet, Harlin, Hughes and Odishaw are independent within the meaning of Nasdaq rules. In making the determination that Mr. Doumet is independent, the committee and the board considered the fact that Mr. Doumet is the brother of Mr. George M. Doumet, who indirectly owns all of the outstanding shares of Inberdon. Mr. Byrne, our president and chief executive officer, is not independent within the meaning of the Nasdaq rules.
Our board of directors meets at least four times each year, and more frequently as required, and is responsible for overseeing the management of the business and affairs of the company, including the development of our major policy and strategy. The board has a standing nominating and corporate governance committee, audit committee, compensation committee and executive committee.
Our practice is to separate the roles of chairman of our board and our president and chief executive officer. We believe that this leadership structure has served us well and may be expected to continue.
Our board of directors as a whole has overall responsibility for risk oversight. The board is involved in major operational and financial decisions, looking to the appropriate board committees for decisions and recommendations in their areas of specific responsibilities. As discussed below, our audit committee oversees our financial reporting, internal control, accounting, disclosure, related-party transaction and “whistleblower” processes and procedures, while our compensation committee considers the impact of our executive compensation policies and practices on the risk profile of our company in making its compensation decisions. Our executive committee is chaired by our independent chairman, and three-fourths of the committee consists of independent directors.
We also have a policy with respect to hedging in the company’s shares. In this regard, we prohibit our directors and officers, and any of such persons’ respective designees, including controlled accounts, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our shares held directly, or indirectly, by such persons. This policy does not apply to employees of the company other than officers.
During the year ended December 31, 2019, our board of directors held six meetings, the nominating and corporate governance committee held two meetings, the audit committee held six meetings and the compensation committee held two meetings. The executive committee did not meet during 2019. During 2019, each director then in office attended at least 75% of the aggregate of (a) the total number of meetings held by the board and (b) the total number of meetings held
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The compensation committee of our board has the responsibility for administering our executive compensation program. The committee reviews and, as appropriate, makes recommendations to the full board regarding the base salaries and annual cash bonuses for executive officers, and administers our 2001 Plan, including the grant of stock options and shares of restricted stock and cash awards. Where appropriate, we may enter into employment agreements with certain executive officers.
Compensation Philosophy and Objectives. Our principal executive compensation policy, which is endorsed by the committee, is to provide a compensation program for executive officers that will attract, motivate and retain persons of high quality and will support a long-standing internal culture of loyalty and dedication to the interests of the company and our shareholders in order to assist us in creating long-term shareholder value. In administering the executive compensation program, the committee is mindful of the following principles and guidelines, which are supported by the full board:
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Base salaries for executive officers should be competitive.
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A sufficient portion of annual compensation should be at risk in order to align the interests of executive officers with the long-term interests of our shareholders.
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The variable part of annual compensation should reflect both individual and corporate performance.
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As a person’s level of responsibility increases, a greater portion of total compensation should be at risk and include more stock-based compensation to provide executive officers long-term incentives and help to align further the interests of such executives and shareholders in the enhancement of shareholder value.
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Our executive compensation program currently has three primary components: base salary, annual cash bonuses and stock-based awards granted pursuant to our 2001 Plan. In addition, an executive officer may receive certain benefits that are specifically provided for in his employment agreement or are generally available to all salaried employees. We do not have any defined benefit pension plans, non-qualified deferred compensation arrangements or supplemental retirement plans for our executive officers.
For each executive officer, the committee determines the appropriate level for each compensation component based in part on its view of competitive market factors, internal equity and consistency and other considerations deemed relevant, such as rewarding extraordinary performance. The committee has not adopted any formal or informal policies or guidelines for allocating compensation among different forms of cash compensation, between cash and non-cash compensation or between currently paid and long-term compensation. The committee also considers the potential risk incentive each compensation component may have on an executive officer and believes that the compensation packages for our executive officers achieve the appropriate balance of cash and non-cash, discretionary and performance-based and short-term and long-term incentives and do not encourage undue or inappropriate risk-taking. Our president and chief executive officer provides the committee with recommendations for executive officers other than himself, which the committee reviews and approves as submitted or with revisions, if any.
The committee has not engaged an outside compensation consultant. Although the committee does not formally benchmark any component of our executive officer compensation to a particular target percentile of any other company’s compensation, the committee does, as it believes appropriate, consider data that allows a general comparison of the overall compensation for our executive officers with that of other comparable size non-durable manufacturing companies. In addition, in considering our executive compensation for 2019 the committee took into account the favorable outcome of the shareholder advisory vote on executive compensation in connection with the company’s 2019 annual meeting of shareholders, at which 93.4% of the votes cast approved, on an advisory basis, the compensation of our named executive officers, and, therefore, did not feel that any major changes were required to our overall executive compensation program.
On March 26, 2020, we entered into a new employment agreement with Mr. Byrne, effective as of January 1, 2020, for a five-year period. The new employment agreement provides that Mr. Byrne is subject to certain forfeiture/clawback and share ownership provisions designed to better align Mr. Byrne’s financial interests with those of our long-term shareholders, and to ensure that he is incentivized not to take actions that may benefit the company and its shareholders in the short-term at the expense of long-term corporate value creation and sustainability. In particular, our board and compensation committee were sensitive to how Mr. Byrne’s leadership and actions could further our various objectives, including human capital development and executive succession planning. The terms of Mr. Byrne’s new employment agreement are discussed in more detail below.
Base Salaries. The committee determines levels of our executive officers’ base salaries so as to be competitive with amounts paid to executives performing similar functions in comparable size non-durable manufacturing companies. The amount of each executive officer’s annual increase in base salary, if any, is based on a number of largely subjective factors, including changes in the individual’s duties and responsibilities, the personal performance of such executive officer, the performance of the company, cost-of-living increases, and such other factors as the committee deems appropriate, including the individual’s overall mix between fixed and variable compensation and between cash and stock-based compensation. In the case of Mr. Byrne, his employment agreement provides for a minimum base salary.
Mr. Byrne’s base salary is reviewed annually for adjustment effective January 1. The base salaries of our other executive officers are also reviewed annually for adjustment. In determining salary increases in 2019, the primary factors considered were the executive officers’ individual performances, the performance of the company and the cost-of-living. Salary rate increases for Messrs. Byrne, Riggs, Stone and Wiedemer in 2019 were 2.3%, 3.8%, 3.8%, and 3.2%, respectively. The 2020 salary rate increase for Mr. Byrne was 2.2%, effective January 1, 2020, to $460,000, subject to future increases in the discretion of the compensation committee under Mr. Byrne’s new employment agreement. The salary rate increases for the remaining executive officers, other than Mr. Byrne, for 2020 have not yet been determined.
Annual Cash Bonuses. Each of our executive officers is eligible to receive annual cash bonuses based on discretionary determinations made by the committee. Except in the case of Mr. Byrne, we have not adopted a formal or informal annual bonus arrangement with pre-set performance goals. Rather, the committee’s determination to pay a cash bonus, if any, is made in December each year based on the committee’s subjective judgment with respect to the past performance of the individual and the company or on the attainment of non-quantified performance goals during the year. In either such case, the discretionary bonus may be based on the specific accomplishments of the individual and/or on the overall performance of the company. Discretionary bonuses are normally paid after our earnings for the applicable year are released. The amounts of the discretionary bonuses for 2019 paid in 2020 were based on each executive officer’s individual performance and accomplishments, including contributions made to our modernization and expansion and development projects, during 2019 and are reflected in the Summary Compensation Table.
In the case of Mr. Byrne, in addition to the possibility of a discretionary cash bonus in the subjective judgment of the committee, Mr. Byrne’s employment agreement provides that he was entitled for 2019 to an objective annual cash bonus opportunity under our 2001 Plan based on our 2019 EBITDA (earnings before interest, taxes, depreciation, and amortization, computed without regard to the effects of any awards granted under our 2001 Plan) of $100,000 if EBITDA was $30,000,000; $175,000 if EBITDA was $32,000,000; $250,000 if EBITDA was $34,000,000; $325,000 if EBITDA was $36,000,000; and the greater of $410,000 or his base salary at the start of the performance year if EBITDA was equal to or greater than $38,000,000. Any such EBITDA cash bonus for 2019 would be prorated between breakpoints, if required. In 2019, our EBITDA as calculated under this agreement exceeded $38,000,000. As a result, we paid Mr. Byrne in 2020 an EBITDA cash bonus for 2019 of $450,000, equal to the amount of his base salary for 2019. For 2020, under Mr. Byrne’s new employment agreement, his maximum EBITDA cash bonus is $460,000, equal to the amount of his base salary for 2020, if 2020 EBITDA is equal to or greater than $50,000,000.
Stock-Based Awards. The committee also administers our 2001 Plan to provide stock-based incentives to our key employees, including our executive officers. Grants of stock options, shares of restricted stock and other possible stock-based awards are based on each individual’s position within the company, level of responsibility, past performance and expectation of future performance. In determining the number of stock-based awards to be granted to each executive officer, the committee also considers the number of stock-based awards made in prior years to the executive officer, as well as the company’s performance and the market price of our common stock.
Grants of stock-based awards to Mr. Byrne are made on the last business day of the calendar year as set forth in his employment agreement. Grants to other executive officers are made on or soon after the date that our earnings for the preceding calendar year are released. The committee also may make grants to executive officers at other times during the year in connection with new hires or promotions. The exercise price for stock options is set at the closing per share market price of our common stock on the date of grant.
The stock-based component of our executive compensation program is weighted more heavily toward the granting of shares of time-vested restricted stock than stock options. This is because the committee believes that the amount required to be expensed for stock options by accounting standards is significantly greater than the amount of benefit optionees perceive they receive, as well as the fact that restricted stock is comparatively less dilutive to earnings than stock options. In the case of restricted stock granted to Mr. Byrne under his prior employment agreement, the vesting of such restricted stock will be subject to the achievement of a performance condition based on the gross profit of our lime and limestone operations, as discussed below.
Under his prior employment agreement, on the last business day of December 2019, Mr. Byrne was entitled to be granted at least (1) 7,500 stock options and (2) 12,500 shares of restricted stock. Mr. Byrne’s 2019 options vested immediately. His 2019 shares of restricted stock vest in two semi-annual installments, provided that the gross profit of our lime and limestone operations for the rolling four quarters ending with the quarter preceding the given restricted stock vesting date exceeds $10,000,000. Under Mr. Byrne’s new employment agreement, he is to be granted each year, beginning in 2020, at least 7,500 stock options, which will vest ratably in three equal installments over 18 months, and at least 12,500 shares of restricted stock, which will vest in one year. This is the same number of stock options and shares of restricted stock that Mr. Byrne was granted in 2019 under his prior agreement, but, unlike his prior agreement, the new agreement does not provide for increasing grants each year.
In February 2020 and 2019, the compensation committee granted shares of restricted stock that vest in three annual installments, and no options, to the other executive officers as follows:
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Shares of Restricted Stock
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Name
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2020
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2019
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Russell W. Riggs
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501
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552
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Timothy W. Stone
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180
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210
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Michael L. Wiedemer
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210
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210
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In granting these executive officers shares of restricted stock in February 2020, the committee took into account the executive officers’ past and expected performance, the increase in gross profit of our lime and limestone operations during 2019 and the change in the market price of our common stock since February 2019 in deciding on the number of shares of restricted stock to be granted in order to provide the executives with meaningful stock-based compensation and incentive for future performance.
Tax Implications. Section 162(m) of the Internal Revenue Code (the “Code”) generally limits the corporate income tax deduction for compensation paid to certain named executive officers to $1 million per year, except, to the extent applicable, for certain qualified performance-based compensation. As a result of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), for tax years beginning after December 31, 2017, Section 162(m)’s performance-based exception is limited to written binding contracts in effect before November 2, 2017 and not materially modified after that date. Through December 31, 2019, we had not materially modified our 2015 employment agreement with Mr. Byrne. Therefore, to the extent applicable, options granted under our 2001 Plan constituted performance-based compensation not subject to the Section 162(m) limitation, and grants of time-vested restricted stock were also considered performance-based for Section 162(m) purposes if, as in the case of shares of restricted stock granted to Mr. Byrne on December 31, 2019, their vesting was also subject to a performance condition. Our 2001 Plan also provides for dollar-denominated cash bonuses, including Mr. Byrne’s annual EBITDA cash bonus opportunities, that, to the extent applicable for performance periods ending prior to December 31, 2019, were qualified as performance-based compensation under Section 162(m), but our discretionary cash bonuses were not. Any stock options, shares of restricted stock and bonuses, including EBITDA bonuses, paid to Mr. Byrne under his new employment agreement will be subject to the Section 162(m) $1,000,000 cap on deductible executive compensation.
Summary Compensation Table
The following table sets forth the cash and non-cash compensation earned by our president and chief executive officer, our chief financial officer and our other named executive officers for 2019, 2018 and 2017:
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Name and
Principal Position
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Year
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Salary
($)
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Bonus
($)(1)
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Stock Awards
($)(2)
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Option
Awards
($)(2)
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Non-
Equity
Incentive
Plan
Compensation ($)(3)
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Change in
Pension Value
and Non-Qualified
Deferred
Compensation
Earnings ($)
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All
Other
Compensation
($)(4)
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Total ($)
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Timothy W. Byrne
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2019
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450,000
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300,000
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1,128,750
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155,850
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450,000
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—
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77,976
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2,562,576
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President and Chief
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2018
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440,000
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200,000
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852,000
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130,275
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440,000
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—
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77,497
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2,139,772
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Executive Officer
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2017
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430,000
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250,000
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886,650
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138,825
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430,000
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—
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73,398
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2,208,873
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Russell W. Riggs
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2019
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218,000
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60,000
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37,663
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—
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—
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—
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10,602
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326,265
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Vice President –
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2018
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210,500
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65,000
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41,538
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—
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—
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—
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11,491
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328,529
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Production
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2017
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205,000
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45,000
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38,311
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—
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—
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—
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7,341
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295,652
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Timothy W. Stone (5)
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2019
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164,500
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25,000
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14,328
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—
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—
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—
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5,687
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209,515
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Director –
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Sales and Marketing
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Michael L. Wiedemer (6)
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2019
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177,625
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25,000
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14,328
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—
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—
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—
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5,344
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222,297
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Vice President and
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2018
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172,625
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18,000
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3,386
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—
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—
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—
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3,698
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197,709
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Chief Financial Officer
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2017
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49,583
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7,000
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—
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—
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—
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—
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—
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56,583
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(1)
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Reflects discretionary cash bonuses earned in the year shown, and paid the following year.
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(2)
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Reflects the aggregate grant date fair value with respect to restricted stock and stock options determined in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The method and assumptions used to determine the fair value for restricted stock and stock options are set forth in Note 8 to our consolidated financial statements included in our 2019 Annual Report on Form 10-K.
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(3)
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Reflects Mr. Byrne’s EBITDA cash bonus earned in the year shown, and paid the following year.
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(4)
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Includes company contributions to our 401(k) plan, the value attributable to personal use of company-provided automobiles and, for Mr. Byrne, dues for a country club membership and a $50,000 payment in lieu of our obligation to fund a life insurance, retirement or savings arrangement.
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(5)
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Mr. Stone was named Director – Sales and Marketing on May 3, 2019. Prior to May 3, 2019, Mr. Stone was not considered an executive officer of the company.
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(6)
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Mr. Wiedemer was appointed Vice President and Chief Financial Officer effective September 18, 2017.
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Grants of Plan-Based Awards
The following table sets forth information with respect to non-equity incentive plan awards and restricted stock and stock option awards granted to our named executive officers during 2019:
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Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
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Estimated Future Payouts
Under Equity Incentive
Plan Awards
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All
Other
Stock
Awards:
Number
of Shares
of Stock
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All Other
Option
Awards:
Number
of
Securities
Underlying
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Exer-
cise or
Base
Price
of
Option
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Grant Date
Fair Value of
Stock and
Option
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Threshold
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Target
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Maximum
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Threshold
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Target
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Maximum
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or Units
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Options
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Awards
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Awards
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Name
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Grant Date
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($)
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($)
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($)
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(#)
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(#)
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(#)
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(#)
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(#)
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($/Sh)
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($)
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Timothy W. Byrne
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100,000
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—
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450,000
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—
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—
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—
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—
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—
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—
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—
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12/31/19
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—
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—
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—
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—
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—
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—
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12,500
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—
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—
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1,128,750
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12/31/19
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—
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—
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—
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—
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—
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—
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—
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7,500
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90.30
|
|
155,850
|
|
Russell W. Riggs
|
|
2/4/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
552
|
|
—
|
|
—
|
|
37,663
|
|
Timothy W. Stone
|
|
2/4/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
210
|
|
—
|
|
—
|
|
14,328
|
|
Michael L. Wiedemer
|
|
2/4/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
210
|
|
—
|
|
—
|
|
14,328
|
|
Option Exercises and Stock Vested
The following table sets forth information with respect to stock option awards exercised by, and stock awards vested for, our named executive officers during 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
Value Realized on
|
|
Number of Shares
|
|
Value Realized on
|
|
Name
|
|
Acquired on Exercise (#)
|
|
Exercise ($)
|
|
Acquired on Vesting (#)
|
|
Vesting ($)
|
|
Timothy W. Byrne
|
|
—
|
|
—
|
|
12,000
|
|
1,021,800
|
|
Russell W. Riggs
|
|
—
|
|
—
|
|
517
|
|
35,530
|
|
Timothy W. Stone
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Michael L. Wiedemer
|
|
—
|
|
—
|
|
15
|
|
1,029
|
|
Outstanding Equity Awards at Fiscal Year-End
The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock held by our named executive officers as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
Option
Exercise
Price
|
|
Option
Expiration
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
|
|
Market
Value of
Shares or
Units of
Stock
That Have
Not
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
Vested ($)
|
|
(#)
|
|
Vested ($)
|
|
Timothy W. Byrne
|
|
7,500
|
|
—
|
|
—
|
|
90.30
|
|
12/31/29
|
|
12,500
|
(1)
|
1,128,750
|
|
—
|
|
—
|
|
|
|
7,500
|
|
—
|
|
—
|
|
71.00
|
|
12/31/28
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
7,500
|
|
—
|
|
—
|
|
77.10
|
|
12/31/27
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
7,500
|
|
—
|
|
—
|
|
75.75
|
|
12/31/26
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
7,500
|
|
—
|
|
—
|
|
54.96
|
|
12/31/25
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
7,500
|
|
—
|
|
—
|
|
72.86
|
|
12/31/24
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Russell W. Riggs
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
167
|
(2)
|
15,080
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
368
|
(3)
|
33,230
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
552
|
(4)
|
49,846
|
|
—
|
|
—
|
|
Timothy W. Stone
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
210
|
(4)
|
18,963
|
|
—
|
|
—
|
|
Michael L. Wiedemer
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30
|
(3)
|
2,709
|
|
—
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
210
|
(4)
|
18,963
|
|
—
|
|
—
|
|
|
(1)
|
|
These shares of restricted stock will vest 50% on June 30, 2020 and 50% on December 31, 2020, subject to a performance condition.
|
|
(2)
|
|
These shares of restricted stock vested on February 3, 2020.
|
|
(3)
|
|
These shares of restricted stock vested 50% on February 2, 2020 and will vest 50% on February 2, 2021.
|
|
(4)
|
|
These shares of restricted stock vested 33 1/3% on February 4, 2020 and will vest 33 1/3% on each of February 4, 2021 and 2022.
|
Equity Compensation Plan Information
The following table sets forth information with respect to our equity compensation plans as of December 31, 2019:
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of Shares to be Issued
Upon Exercise of Outstanding
Options, Warrants and Rights
|
|
Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights
|
|
Number of Shares
Remaining Available
for Future Grants
|
|
Equity compensation plans approved by security holders
|
|
68,200
|
|
$
|
68.81
|
|
149,400
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
—
|
|
Total
|
|
68,200
|
|
$
|
68.81
|
|
149,400
|
|
Employment Agreements
Mr. Byrne’s prior employment agreement became effective as of January 1, 2015. That agreement continued in effect until December 31, 2019, when it was replaced by Mr. Byrne’s new employment agreement, which is effective as of January 1, 2020 for a five-year term and will continue for successive one-year periods unless the company or Mr. Byrne gives at least one-year’s prior written notice of intent not to renew.
Mr. Byrne’s prior employment agreement provided for a base salary of at least $410,000, which was to be reviewed by the compensation committee annually and was set at $460,000 for 2020. It also provided for a discretionary cash bonus to be determined by the compensation committee. In addition to the possibility of a discretionary cash bonus, Mr. Byrne was eligible to receive an annual objective cash bonus based on our EBITDA compared to certain target levels set forth in his employment agreement as discussed above. The employment agreement also provided for annual grants of options and of shares of restricted stock on the last business day of each year during the term of the employment agreement, as follows for 2019: (1) 7,500 options; and (2) 12,500 shares of restricted stock. The options were granted at the closing per share market price of our common stock on the date of grant and vested on the date of grant; and the shares of restricted stock will vest in two semi-annual installments, provided that the gross profit of our lime and limestone operations for the rolling four quarters ending with the quarter preceding the given restricted stock vesting date exceeds $10,000,000. Under Mr. Byrne’s prior employment agreement, he was also entitled to an annual $50,000 payment in lieu of our obligation to fund a life insurance, retirement or savings arrangement, a country club membership, the use of a company-provided automobile, reimbursement of business expenses and participation in our 401(k) plan and other benefit programs on the same basis as our other salaried employees.
Under Mr. Byrne’s prior employment agreement that was effective through December 31, 2019, as set forth in the table below, in the event of a change in control of the company (as defined), Mr. Byrne was entitled to severance payments equal to three times his reported taxable income for the last full year immediately preceding his termination if he voluntarily terminated his employment within nine months following the change in control or we terminated his employment without cause within two years following the change in control. Mr. Byrne was also entitled to severance payments equal to two times such reported taxable income if he was terminated without cause prior to or after two years following a change in control. Unless he provided us with three months’ notice, Mr. Byrne was not entitled to any severance payments upon his voluntary termination (other than within nine months following a change in control); if he did provide us with such notice, he was entitled to severance equal to two months’ base salary. All post-termination payments to Mr. Byrne were subject to the limitations of Sections 409A and 280G of the Code. Mr. Byrne was entitled to no additional base salary or severance payment if his employment terminated as a result of cause (as defined), or because of his death or disability. Mr. Byrne’s employment agreement also contained certain post-termination covenants not to compete, confidentiality agreements and prohibitions against soliciting our customers and raiding our employees.
Mr. Byrne’s new employment agreement, effective January 1, 2020, takes the same approach as his prior employment agreement, with the following principal changes: Mr. Byrne is entitled to a base salary of at least $460,000. In addition to the possibility of a discretionary bonus, under the new agreement Mr. Byrne remains entitled each year to an EBITDA bonus opportunity, but the maximum bonus equal to his then-current base salary is not earned until an EBITDA of $50,000,000 is achieved, rather than $38,000,000, with a bonus of $200,000 if EBITDA is $38,000,000;
$250,000 if EBITDA is $41,000,000; $300,000 if EBITDA is $44,000,000; and the greater of $460,000 or his base salary for the performance year if EBITDA is equal to or greater than $50,000,000. While Mr. Byrne is entitled under the new agreement to be granted each year the same number of stock options and shares of restricted stock as he was granted in 2019, the stock options will now vest ratably in three equal installments over 18 months, rather than vesting immediately upon grant, and the shares of restricted stock will vest in one year, rather than in 6- and 12-month increments based on a gross profit target for our lime and limestone operations. Under the new employment agreement, starting in 2020 Mr. Byrne will no longer be entitled to his previous annual $50,000 payment intended to fund a life insurance, retirement, or saving s arrangement.
As noted above, Mr. Byrne’s new employment agreement also includes certain clawback/forfeiture and share ownership provisions that were not present in his prior agreement, and to which he was not otherwise subject . In that regard, under Mr. Byrne’s new employment agreement, the company will clawback from Mr. Byrne any excess EBITDA bonus that he is paid in respect of 2020 and subsequent performance years, net of any taxes withheld or paid in respect of such excess amount (unless the company is expressly required to clawback the gross excess amount by any applicable law, rule or regulation or listing standard), if, and to the extent, that a subsequent restatement of the company’s financial statements for a given performance year, within three years after the performance year in respect of which the EBITDA bonus was paid, reduces the company’s EBITDA for that performance year, regardless of Mr. Byrne’s fault. In addition, Mr. Byrne will forfeit all unexercised stock options and unvested shares of restricted stock immediately upon his termination of employment for cause, and upon any violations of certain restrictive covenants set forth in his agreement, including any violation that occurs after he ceases employment. With respect to share ownership, Mr. Byrne’s new employment agreement requires that he at all times hold unhedged shares of the company’s common stock equal in market value to at least two times his then-current base salary, including unvested shares of restricted stock and shares held in the names of his immediate family members and trusts for any of them. If at any time the market value of his holdings of our shares is not sufficient to meet this requirement, including because his base salary increases or the market price of our shares declines, he must retain sufficient award shares (net of cashless withholding shares and shares surrendered upon option exercise) until the market value of his required holdings is restored.
Potential Payments Upon Termination or Change in Control
Regardless of the manner in which a named executive officer’s employment terminates, including upon death, disability or termination for cause, he is entitled to receive amounts earned during his term of employment. Such amounts include:
|
·
|
|
salary through the date of termination;
|
|
·
|
|
stock-based compensation in which he has vested; and
|
In addition, Mr. Byrne may be entitled to a proportional EBITDA cash bonus for the year of termination if termination occurs in the second half of the year.
The following table summarizes the estimated severance payments to be made under each employment agreement, plan or arrangement which provides for payments to a named executive officer at, following or in connection with a termination of employment due to voluntary resignation, involuntary termination without cause, death or disability or change in control as of December 31, 2019, including Mr. Byrne’s prior employment agreement:
|
|
|
|
|
|
|
|
|
|
Employee
|
|
Voluntary
Termination
Without Change
in Control ($)
|
|
Involuntary
Termination
Without Change
in Control ($)
|
|
Death or
Disability ($)
|
|
Termination
with Change in
Control ($)
|
|
Timothy W. Byrne
|
|
|
|
|
|
|
|
|
|
Severance (1)
|
|
—
|
(2)
|
4,326,886
|
(3)
|
—
|
|
6,490,329
|
(4)(5)
|
Accelerated Vesting of Stock-Based Awards(6)
|
|
—
|
|
—
|
|
1,128,750
|
|
1,128,750
|
(5)
|
Russell W. Riggs
|
|
|
|
|
|
|
|
|
|
Severance
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Accelerated Vesting of Stock-Based Awards(6)
|
|
—
|
|
—
|
|
98,156
|
|
98,156
|
|
Timothy W. Stone
|
|
|
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
—
|
|
—
|
|
Accelerated Vesting of Stock-Based Awards(6)
|
|
|
|
|
|
18,963
|
|
18,963
|
|
Michael L. Wiedemer
|
|
|
|
|
|
|
|
|
|
Severance
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Accelerated Vesting of Stock-Based Awards(6)
|
|
—
|
|
—
|
|
21,672
|
|
21,672
|
|
|
(1)
|
|
The estimated severance payments are based on Mr. Byrne’s reportable taxable income for 2019. Does not include any proportional EBITDA cash bonus to which he may be entitled for the year of termination if termination occurs in the second half of the year.
|
|
(2)
|
|
Does not include severance payment of two months’ base salary to which Mr. Byrne would be entitled if he gave us three months’ notice.
|
|
(3)
|
|
This severance payment is payable upon involuntary termination without cause prior to or after two years following a change in control.
|
|
(4)
|
|
This severance payment is payable upon voluntary termination within nine months following a change in control or involuntary termination without cause within two years following a change in control.
|
|
(5)
|
|
This payment is subject to being reduced to stay within the limits of Section 280G of the Code.
|
|
(6)
|
|
The estimated value of accelerated vesting of stock-based awards is based on the unvested shares of restricted stock held by each executive officer as of December 31, 2019 and the closing per share market price of our common stock on December 31, 2019.
|
PAY RATIO
In accordance with Item 402(u) of Regulation S-K, promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we determined the ratio of the annual total compensation of Mr. Byrne, our CEO, relative to the annual total compensation of our median employee for 2019. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee for 2019, both the CEO’s and the median employee’s annual total compensation were calculated by taking the sum of annual total compensation according to the SEC’s instructions for preparing the Summary Compensation Table and the employer health and life insurance contributions.
For 2019, because of a change in the status of the original median employee that we identified in 2017, we selected an employee whose compensation is substantially similar to the median employee identified in 2017.
There was no change in our employee population or employee compensation arrangements that we believe would significantly impact our 2019 pay ratio disclosure. In determining the median employee, we had collected information regarding annual gross pay for all of our employees, excluding our CEO, who were employed by us as of December 31, 2017. Gross pay generally included an employee’s actual income, including wages, overtime, bonuses, equity compensation and employer health and life insurance contributions. We included all of our full-time, part-time, temporary and seasonal employees.
For 2019, the annual total compensation of our CEO was $2,591,874, and the median employee annual total compensation was $80,440, resulting in a pay ratio of 32:1.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement.
|
Compensation Committee
|
|
|
|
Edward A. Odishaw, Chairman
|
|
Richard W. Cardin
|
|
Antoine M. Doumet
|
|
Ray M. Harlin
|
COMPENSATION OF DIRECTORS
We use a combination of cash and stock-based awards to attract and retain qualified directors to serve on our board of directors. In setting director compensation, we consider the significant amount of time that our directors expend in fulfilling their duties, as well as the skill level required by us for members of our board.
The following table sets forth the current compensation schedule for our directors who are not also employees:
|
|
|
|
|
Annual Retainer
|
|
$
|
15,000
|
|
Daily Meeting or Per Diem Fee
|
|
$
|
1,500
|
|
Telephonic Meeting Fee
|
|
$
|
500
|
|
Additional Annual Retainers:
|
|
|
|
|
Audit Committee Chairman
|
|
$
|
17,000
|
|
Compensation Committee Chairman
|
|
$
|
5,000
|
|
Our non-employee directors are also granted annually, at their option, either 2,400 stock options or 800 shares of restricted stock under our 2001 Plan upon their election or re-election by the shareholders as a director. The options are granted at the closing per share market price of our common stock on the date of grant and vest immediately. The shares of restricted stock vest six months following the date of grant.
The following table summarizes the compensation paid to our non-employee directors during 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Stock
Awards (1)
($)
|
|
Option
Awards (1)
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Richard W. Cardin
|
|
51,500
|
|
64,328
|
|
—
|
|
—
|
|
—
|
|
—
|
|
115,828
|
|
Antoine M. Doumet
|
|
34,500
|
|
—
|
|
46,800
|
|
—
|
|
—
|
|
—
|
|
81,300
|
|
Ray M. Harlin
|
|
34,500
|
|
64,328
|
|
—
|
|
—
|
|
—
|
|
—
|
|
98,828
|
|
Billy W. Hughes
|
|
34,500
|
|
64,328
|
|
—
|
|
—
|
|
—
|
|
—
|
|
98,828
|
|
Edward A. Odishaw
|
|
39,500
|
|
64,328
|
|
—
|
|
—
|
|
—
|
|
—
|
|
103,828
|
|
|
(1)
|
|
Reflects the aggregate grant date fair value with respect to restricted stock and stock options determined in accordance with US GAAP. The method and assumptions used to determine fair value for restricted stock and stock options are set forth in Note 8 to our consolidated financial statements. As of December 31, 2019, non-employee directors had the following number of stock options outstanding: Mr. Doumet, 23,200.
|
PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. The non-binding advisory vote is not intended to address any specific element of executive compensation; rather, the vote relates to the overall compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. At our 2017 annual meeting of shareholders, our shareholders voted, on an advisory basis, to hold the non-binding advisory vote on executive compensation annually. Based on the recommendation of our board of directors and compensation committee to hold annual advisory votes on executive compensation and the advisory vote of the shareholders, the board decided to include a shareholder advisory vote to approve the Company’s executive compensation annually.
The shareholder vote to approve our executive compensation is advisory, which means that the vote is not binding on the company, our board of directors or the compensation committee. However, the compensation committee will take into account the results of the vote in considering future executive compensation decisions.
As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate and retain highly qualified executive officers who are able to achieve our corporate objectives and create long-term shareholder value. We seek to closely align the interests of our executive officers with the interests of our shareholders. Our executive compensation program is designed to reward our named executive officers for the achievement of short-term and long-term operational and strategic goals and the achievement of increased total shareholder value, while at the same time avoiding the encouragement of undue or inappropriate risk-taking.
Our compensation committee and board of directors believe that the company’s executive compensation program reflects a strong pay-for-performance philosophy and is well aligned with our shareholders’ long-term interests. For example, 29% of the compensation paid to Mr. Byrne for 2019 was based on performance, as measured using both subjective and objective factors, and 50% was stock-based compensation. In addition, for Messrs. Riggs, Stone and Wiedemer 30%, 19% and 18% of their 2019 compensation was based on performance, respectively, including 12%, 7% and 6%, respectively, that was stock-based compensation.
Moreover, our compensation committee and board of directors believe that our executive compensation program has been effective at compensating our executive officers and incentivizing them to help us achieve our 2019 financial results in the face of uncertain economic and regulatory conditions and increased competition in the lime and limestone industry. At the same time, in addition to individual performance, the committee considered the contributions of our executive officers to our modernization and expansion and development projects during 2019.
Accordingly, we will ask our shareholders to vote on the following resolution at the 2020 annual meeting:
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to SEC rules, including in our Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
The affirmative vote of a majority of the shares of our common stock entitled to vote and present, either in person or represented by proxy, is required to approve this proposal. Abstentions have the same effect as a vote against the proposal, but broker non-votes are not counted.
Our board of directors and compensation committee unanimously recommend that all shareholders vote FOR approval of this proposal. All duly submitted and unrevoked proxies will be voted FOR the proposal, except where there is a vote against or an abstention from the vote.
INDEPENDENT AUDITORS
Fees for professional services provided by our independent auditors, Grant Thornton LLP, for 2019 and 2018, in each of the following categories, were as follows:
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|
|
|
|
|
|
|
|
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2019
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2018
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Audit
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$
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388,325
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$
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393,884
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Audit-Related
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|
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17,950
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|
|
17,408
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Tax Fees
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|
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—
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16,908
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Total
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$
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406,275
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$
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428,200
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Audit Fees. Fees for audit services include fees associated with our annual audits and the reviews of our quarterly reports on Form 10-Q. Audit fees include the audit of our internal control over financial reporting.
Audit-Related Fees. Audit-related fees were for audits of an employee benefit plan.
Tax Fees. Grant Thornton provided federal tax compliance services in 2018.
Representatives of Grant Thornton are expected to be present at the 2020 annual meeting and will have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.
The audit committee has adopted a pre-approval policy relating to the providing of services by our independent auditors. Under the committee’s pre-approval procedures, all services to be provided by the auditors must be approved in advance by the committee. The committee has delegated to the chairman of the committee the authority to approve such services up to $25,000 each in the case of either a change in the scope or cost of previously approved services, or an additional type of services that was not covered by a prior committee approval. The committee does not delegate any of its approval authority to management.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted to us under SEC Rule 14a‑8 under the Securities Exchange Act of 1934 for inclusion in our proxy statement for our 2021 annual meeting of shareholders must be received by us at our corporate office, 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240, addressed to Timothy W. Byrne, President and Chief Executive Officer, not later than November 27, 2020. Such Rule 14a‑8 shareholder proposals must comply with SEC rules.
We must receive notice of other matters, including non-Rule 14a-8 proposals, that shareholders may wish to raise at the 2021 annual meeting of shareholders by February 10, 2021. If we do not receive timely notice of such other matters, the persons designated as proxies for such meeting will retain general discretionary authority to vote on such matters under SEC rules. Such notices should also be addressed to Mr. Byrne at our corporate office.
OTHER MATTERS
The board does not intend to present any other matters at our 2020 annual meeting and knows of no other matters that will be presented. However, if any other matters properly come before the meeting, the persons designated as proxies on the enclosed proxy card intend to vote thereon in accordance with their best judgment.
The costs of solicitation of proxies for our 2020 annual meeting will be borne by us. Solicitation may be made by mail, personal interview, telephone, e-mail and/or facsimile by our officers and regular employees who will receive no additional compensation. We may specifically engage a firm to aid in our solicitation of proxies, for which services we would anticipate paying a standard reasonable fee plus out-of-pocket expenses. We will bear the reasonable expenses incurred by banks, brokerage firms, and other custodians, nominees, and fiduciaries in forwarding proxy materials to our beneficial owners.
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UNITED STATES LIME & MINERALS, INC.
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Timothy W. Byrne
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Dallas, Texas
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President and Chief Executive Officer
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March 27, 2020
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1 U P X
Mark here to vote
FOR all nominees
01 - T. W. Byrne 02 - R. W. Cardin 03 - A. M. Doumet 04 - R.M. Harlin
05 - B.R. Hughes 06 - E. A. Odishaw
Mark here to WITHHOLD
vote from all nominees
For All EXCEPT - To withhold authority to vote for any nominee(s),
write the name(s) of such nominee(s) below.
_____________________________________________________________________
United States Lime and Minerals, Inc.
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
037VEB
+
+
Matters to be voted upon - The Board of Directors recommends a vote FOR all director nominees and FOR approval of the non-binding
advisory vote on executive compensation.
A
1. To elect Directors — Nominees:
For Against Abstain
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give
full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
Annual Meeting Proxy Card
2. To approve a non-binding advisory vote on executive
compensation.
In their discretion, the proxies are authorized to vote upon such other business as
may properly be brought before the Annual Meeting or any adjournment thereof.
000004
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
ENDORSEMENT_LINE______________ SACKPACK_____________
1234 5678 9012 345
MMMMMMMMM
MMMMMMMMMMMMMMM
4 5 7 8 9 3
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
C 1234567890 J N T
C123456789
MMMMMMMMMMMM
MMMMMMM
000000000.000000 ext
000000000.000000 ext
000000000.000000 ext
000000000.000000 ext
000000000.000000 ext
000000000.000000 ext
If no electronic voting,
delete QR code and control #
Δ ≈
You may vote online or by phone instead of mailing this card.
Online
Go to www.investorvote.com/USLM or scan
the QR code — login details are located in
the shaded bar below.
Save paper, time and money!
Sign up for electronic delivery at
www.investorvote.com/USLM
Phone
Call toll free 1-800-652-VOTE (8683) within
the USA, US territories and Canada
Votes submitted electronically must be received
by 1:00 a.m., Local Time, on May 1, 2020.
Your vote matters – here’s how to vote!
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Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.investorvote.com/USLM
Proxy Solicited by Board of Directors for Annual Meeting — May 1, 2020
The undersigned hereby appoints Antoine M. Doumet and Timothy W. Byrne, and either of them, proxies, with power of substitution in each, and hereby authorizes them to represent
and to vote, as designated below, all shares of Common Stock of UNITED STATES LIME & MINERALS, INC. standing in the name of the undersigned on March 13, 2020, at the Annual
Meeting of Shareholders to be held on May 1, 2020, at the Residence Inn Dallas - Galleria, 5400 James Temple Drive, Dallas, Texas 75240, and at any adjournment thereof, and
especially to vote on the items of business specified below, as more fully described in the Notice of the Annual Meeting dated March 27, 2020, and the Proxy Statement accompanying
the same, the receipt of which is hereby acknowledged.
You are encouraged to record your vote on the following items of business to be brought before the Annual Meeting, but you need not mark any box on this proxy card if you wish to
vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign, date, and return this proxy card. Remember, you can revoke
your proxy by voting through the Internet or by telephone at a later date, by attending the Annual Meeting and voting in person, or by submitting to the Company, prior to the Annual
Meeting, a written notice of revocation or a later dated signed proxy card.
While we intend to hold the annual meeting in person, we are sensitive to the public health and travel concerns that our shareholders may have and the recommendations that public
health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees, or may
decide to hold the meeting in a different location or solely by means of remote communication (i.e., a solely virtual meeting). We plan to announce any changes regarding the annual
meeting by issuing a press release and filing the press release as definitive additional soliciting material with the SEC at least 10 calendar days before the meeting.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
Proxy — United States Lime and Minerals, Inc.
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
C Non-Voting Items
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Change of Address — Please print new address below.
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