Canterbury Park Holding Corporation (NASDAQ:CPHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Compensation of Named Executive Officers
The following information is provided with respect to President and Chief Executive Officer Randall D. Sampson and Senior Vice President of Finance and Chief Financial Officer Robert W. Wolf, the two individuals Canterbury Park Holding Corporation (the “Company”) expects to be identify as its Named Executive Officers (“NEOs”) in the Proxy Statement for its Annual Meeting of Shareholders scheduled for June 5, 2019.
Annual Base Salaries
On March 22, 2019, the Company’s Board of Directors increased the annual base salaries of these NEOs to the amounts set forth in the table below:
|
Name and Title |
Annual Base Salary |
|
Randall D. Sampson President & Chief Executive Officer |
$271,465 |
|
Robert W. Wolf Senior Vice President of Finance and Chief Financial Officer |
$186,038 |
Grant of 2019 Awards to NEOs Under the Annual Bonus Plan
The Company has adopted a plan for paying annual incentive compensation to the Company’s NEOs, as well as other officers and key employees (collectively “Senior Executives”) called the Canterbury Park Annual Incentive Plan (the “Annual Bonus Plan”).Under the Annual Bonus Plan, the Company selects performance measures and establishes related performance goals under which these Senior Executives have the opportunity to earn an annual bonus based on actual achievement compared to performance goals.Concurrently, these Senior Executives are granted personal opportunities (“Incentive Awards”) to receive a payment of cash (“Payout”) based on the Company’s annual financial performance compared to the pre-established goals. The Payout for 2019, if any, will be determined by reference to two financial metrics: (i) achievement in relation to a performance goal for earnings (defined as “Adjusted Net Income From Operations”) and (ii) achievement in relation to a performance goal for consolidated Company revenue (defined as “Revenue”).Each NEO’s target opportunity for a Payout is based 70% on 2018 Company Adjusted Net Income From Operations and 30% on Revenue.
Further information regarding the Annual Bonus Plan is provided in and the text of the Annual Bonus Plan is an exhibit to the Company’s Form 8-K Report filed April 5, 2016.
to the Annual Bonus Plan, on March 22, 2019 the Company’s Board approved 2019 bonus opportunities for the NEOs, expressed as percentage of 2019 Base Salary based upon the Company’s achievement at Target and Maximum levels of performance. Under matrices associated with the 2019 Annual Bonus Plan achievement at less than the Target level results in a decreasing
bonus and, if achievement fails to meet the Minimum Performance Level, the NEO will not be paid any bonus:
|
Name and Title |
AnnualBonusOpportunityat TargetLevelofPerformance |
AnnualBonusOpportunityat MaximumLevelofPerformance |
|
Randall D. Sampson President & Chief Executive Officer |
25% of 2019 Base Salary |
37.5% of 2019 Base Salary |
|
Robert W. WolfSenior Vice President of Finance and Chief Financial Officer |
20% of 2019 Base Salary |
30% of 2019 Base Salary |
Grant of 2019 Awards to NEOs Under the Long Term Incentive Plan
The Company has adopted a plan for paying long-term, performance-based incentive compensation to the Company’s NEOs and other Senior Executives called the Canterbury Park Long Term Incentive Plan (the “LTI Plan”).The LTI Plan authorizes the grant of Long Term Incentive Awards that provide an opportunity to Senior Executives to receive a payment (a “Payout”) in cash or shares of the Company’s common stock to the extent of Company achievement at the end of a period greater than one year (the “Performance Period”) in comparison to performance goals established for the Performance Period. The LTI Plan is a sub-plan of the Company’s Stock Plan.Further information regarding the LTI Plan is provided in and the text of the LTI Plan is an exhibit to the Company’s Form 8-K Report filed April 5, 2016.
The following summarizes the Compensation Committee’s current practice in implementing the LTI Plan.Performance is measured over three-year Performance Periods. The performance measures currently used are Adjusted Net Income From Operations and Revenue. At the beginning of each Performance Period, the Compensation Committee determines performance goals for each of the three years in the Performance Period.At his time, the Compensation Committee also determines the Payout opportunities for each Senior Executive to earn incentive compensation as a percentage of the Senior Executive’s average annual base salary over the three-year period.Following the end of each three-year Performance Period, the Company averages achievement in the three years compared to performance goals and compares the result to Target achievement to determine the Payout earned, which is then paid in common stock.
to the LTI Plan, on March 22, 2019 the Company’s Board established Payout opportunities for the NEOs named below under the 2019 to 2021 LTI Plan.The following table shows the value of Payouts that may be earned by each of the NEOs under the 2019 – 2021 LTI Plan based upon the Company’s average achievement in each of the three years compared to the Target and Maximum goals for each of the three years. Under the matrices associated with the 2019 – 2021 Performance Period, achievement of the Performance Goals at less than Target results in a decreasing level of long term compensation and, if achievement fails to meet the minimum performance goals, the NEO will not be entitled to any payment under the LTI Plan.
|
Name and Title |
Target Opportunity |
Maximum Opportunity |
|
Randall D. Sampson President & Chief Executive Officer |
25% of 2019 – 2021Average Annual Base Compensation |
37.5% of 2019 – 2021Average Annual Base Compensation |
|
Robert W. Wolf Senior Vice President of Finance andChief Financial Officer |
20% of 2019 – 2021Average Annual Base Compensation |
30% of 2019 – 2021Average Annual Base Compensation |
About Canterbury Park Holding Corporation (NASDAQ:CPHC)
Canterbury Park Holding Corporation conducts pari-mutuel wagering operations and hosts unbanked card games at its Canterbury Park Racetrack and Card Casino facility in Shakopee, Minnesota. The Company’s pari-mutuel wagering operations include both wagering on thoroughbred and quarter horse races during live meets at the Racetrack and year-round wagering on races held at out-of-state racetracks that are televised simultaneously at the Racetrack. The Company operates through three segments: horse racing, Card Casino, and food and beverage. The Company’s horse racing segment represents operations related to pari-mutuel wagering on simulcast and live horse races. The Card Casino segment represents the Company’s unbanked card operations. The Company’s food and beverage segment includes both concessions and catering and events services provided at the Racetrack. The Card Casino offers tableside menu service around the clock.
