jax-ex1038_7.htm



Exhibit 10.38

J. ALEXANDER’S HOLDINGS, INC. (THE “COMPANY”)

 

SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

 

I. DIRECTOR COMPENSATION. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.

 


	
RETAINERS
	
2019
	
 

	
Board Retainers
	
$
	
45,000
	
 




 

In addition, annual retainer fees for non-employee directors serving as a chair of any standing committee of the Board.  The additional retainer fee for committee chairs for 2019 are $15,000 for the Audit Committee, $10,000 for the Compensation Committee, and $7,500 for the Nominating and Corporate Governance Committee. Each director who is not also an employee of the Company is eligible for grants of non-qualified stock options under the Amended J. Alexander’s Holdings, Inc. 2015 Equity Incentive Plan, as amended (the “2015 Equity Incentive Plan”). Each non-employee director was granted 20,000 stock options in each of the 2015, 2016 and 2018 fiscal years. No non-employee director is eligible for a grant of incentive stock options under the 2015 Equity Incentive Plan.

 

II. EXECUTIVE OFFICER COMPENSATION. The following table sets forth the fiscal current 2019 annual base salaries and the fiscal 2018 incentive compensation cash bonus awards provided for the Company’s Chief Executive Officer, Chief Financial Officer and other highly compensated executive officers (the “Named Officers”).

 


	
  
	
 
	
 
	
 
	
FISCAL 2018
	
 

	
 
	
2019
	
 
	
CASH
	
 

	
 
	
BASE
	
 
	
BONUS
	
 

	
EXECUTIVE OFFICER
	
SALARY (1)
	
 
	
AMOUNT
	
 

	
Lonnie J. Stout II
	
$
	
600,000
	
 
	
$
	
394,000
	
 

	
Mark A. Parkey
	
 
	
260,000
	
 
	
 
	
85,000
	
 

	
J. Michael Moore
	
 
	
260,000
	
 
	
 
	
85,000
	
 




 

The following table sets forth the fiscal 2018 cash bonus targets as a percentage of 2018 base salary set for the Company’s Named Officers pursuant to a 2018 cash incentive bonus plan under the 2015 Equity Incentive Plan.

 


	
EXECUTIVE OFFICER
	
THRESHOLD
	
 
	
TARGET (1)
	
 
	
MAXIMUM
	
 

	
Lonnie J. Stout II
	
50%
	
 
	
100%
	
 
	
200%
	
 

	
Mark A. Parkey
	
25%
	
 
	
50%
	
 
	
100%
	
 

	
J. Michael Moore
	
25%
	
 
	
50%
	
 
	
100%
	
 




 


	
(1)
	
Effective May 1, 2019, the base salaries for Mssrs. Stout, Parkey and Moore will adjust to $400,000, $400,000 and $285,000, respectively, and the cash bonus targets as a percentage of base salaries will be 100%, 100% and 50%, respectively. 




 

The bonuses will generally be determined based upon the Company’s achieving designated levels of earnings before net interest expense, income taxes, depreciation, amortization, pre-opening expense, certain impairment charges, if applicable, any restaurant closing costs, any transaction and integration expenses, if applicable, any non-cash compensation, any loss from discontinued operations, any change in deferred compensation accruals that result from interest rate changes, and any other items that do not reflect our performance for a given fiscal year, or “adjusted EBITDA.”

 

The Named Officers are also eligible to receive incentive equity awards pursuant to the 2015 Equity Incentive Plan.

 

III. ADDITIONAL INFORMATION. The foregoing information is summary in nature. Additional information regarding director and Named Officer compensation will be provided in the Company’s proxy statement to be filed in connection with the 2019 annual meeting of shareholders.