Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Compensation Committee Reinstates 2020 Base Salaries for Executive Officers
As previously reported, the Company instituted a variety of cost-cutting
measures in response to the economic downturn and uncertainty caused by
the COVID-19 pandemic. On April 9, 2020, upon the recommendation of the senior
management team, the Compensation Committee of the Board of Directors (the
"Committee") reduced the biweekly rate for the 2020 base salaries for all of our
executive officers. The 2020 base salaries were reduced by 50%, effective
April 12, 2020 for an indefinite time period. On June 29, 2020, the Committee
reinstated all executive officer 2020 base salaries to their initial levels, to
be effective July 5, 2020. Our named executive officers' base salaries are
provided below.
Reduced Reinstated
2020 2020
Annual Annual
Base Base
Salary Salary
Named Executive Officers Rate Rate3
Karl G. Glassman, Chairman & CEO $ 612,500 $ 1,225,000
J. Mitchell Dolloff, President & COO, President - Bedding
Products
$ 350,000 $ 700,000
Jeffrey L. Tate, EVP & CFO $ 285,000 $ 570,000
Scott S. Douglas, SVP - General Counsel & Secretary $ 225,000 $ 450,000
Perry E. Davis, Former EVP, President - Residential
Products & Industrial Products
(SVP - Operations, 1/1/2020 through 2/7/2020)1
N/A N/A
Matthew C. Flanigan, Former EVP & CFO2 N/A N/A
1 Mr. Davis retired February 7, 2020.
2 Mr. Flanigan retired December 31, 2019.
3 The initial 2020 base salaries were approved by the Committee at its meeting
on November 4, 2019.
Attached and incorporated herein by reference as Exhibit 10.1 is the Company's
updated Summary Sheet of Executive Cash Compensation .
Item 8.01 Other Events.
As previously reported, on April 9, 2020, the Board of Directors of the Company
reduced director cash compensation by 50% in response to the economic downturn
and uncertainty caused by the COVID-19 pandemic. The reduction applied to annual
Board cash retainers, committee chair cash retainers and committee member cash
retainers, all of which are paid on a quarterly basis. The reduction in
compensation was applicable to the second quarter 2020 director fees. On
June 29, 2020, the Board reinstated the quarterly cash payment rates to levels
that existed prior to the April 9, 2020 Board meeting. The reinstated rates will
be effective as of the Board's third quarter 2020 cash payments.
Attached and incorporated herein by reference as Exhibit 10.2 is the Company's
updated Summary Sheet of Director Compensation .
2
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