The Compensation Committee

The compensation committee consisted of directors Joseph L. Williams, Frank Lucente and Dan Mannes.  Mr. Lucente and Mr. Mannes were appointed to the committee on December 16, 2020 Each member of the compensation committee is considered “independent” as defined in the NYSE American corporate governance listing standards.  The Board of Directors has not adopted a written charter for the Committee.  The compensation committee met one time during fiscal year 2020.

The compensation committee is appointed by the Board of Directors to assist the Board in developing compensation philosophy, criteria, goals and policies for our executive officers that reflect our values and strategic objectives. The committee reviews the performance of our executive officers and annually recommends to the full Board the compensation and benefits for our executive officers (including the Chief Executive Officer).  The committee administers our equity and long-term incentive plans.  The committee establishes the terms of employment and severance agreements/arrangements for executive officers, if applicable. The committee recommends to the full Board the compensation to be paid to our directors and any affiliates for their service on the Board. Finally, the committee establishes annual compensation percentage increases for all employees.  Our President and Chief Executive Officer provides recommendations to the compensation committee related to our compensation program.  However, our President and Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.

For 2020, in making compensation decisions, the compensation committee did not use strict numerical formulas to determine the compensation paid to our executive officers.  However, the committee considered a variety of factors in its deliberations over executive compensation, emphasizing the profitability and scope of our operations, the experience, expertise and management skills of the named executive officers and their role in our future success, as well as compensation surveys prepared by professional firms to determine compensation paid to executives performing similar duties for comparable companies.  While the quantitative and non-quantitative factors described above were considered by the committee in determining the compensation paid to our named executive officers, such factors were not assigned a specific weight in evaluating the performance of the named executive officers. In determining the Chief Executive Officer’s bonus, the Chairman of the Board also considers the above factors and makes a recommendation to the committee which authorizes such bonus. For the other named executive officer, the Chief Executive Officer considers the above factors and makes a recommendation to the committee which authorized his bonus.  The Company paid $40,000 in bonuses to the named executive officers during fiscal year 2020.

The Compensation Committee has authority to approve the engagement of any compensation consultant it uses and the fees for those services.  However, the Compensation Committee did not engage a compensation consultant to assist in determining the amount or form of executive and director compensation with respect to fiscal year 2020.