CompBrief BY VELARION

Companies Hallmark Financial Services

Hallmark Financial Services (HALL): executive pay, fiscal 2022

Free brief. Every figure links to the company’s own filing.

Hallmark Financial Services no longer files a proxy statement; its last pay data is FY2022.

All products and prices

CEO total pay$1,407,570CEO Mark Schwarz · source
Say-on-pay support93.97%Latest vote · source

CEO pay, last three years

  • $208,739FY2020
  • $735,633FY2021
  • $1,407,570FY2022

CEO total pay was $1,407,570 in fiscal 2022, up from $735,633 in fiscal 2021.

FY2022: salary $450,000 · bonus $500,000 · stock awards $432,246 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Hallmark Financial Services in fiscal 2022?
As disclosed, Mark Schwarz (Executive Chairman) was the highest-paid executive at Hallmark Financial Services in fiscal 2022, with total compensation of $1,407,570.
How did shareholders vote on Hallmark Financial Services's executive compensation?
As disclosed, 93.97% of shareholders supported Hallmark Financial Services's executive compensation in the latest say-on-pay vote.
How much does Hallmark Financial Services spend in total on board compensation for fiscal 2022?
As disclosed, Hallmark Financial Services reported total board compensation of $142,667 for fiscal 2022.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Mark Schwarz$450,000$500,000$432,246$0$0$0$25,324$1,407,570
Executive Chairman
Christopher Kenney375,000175,000176,35500025,778752,133
President & Chief Executive Officer, Chief Financial Officer and Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2022 totalFY2021 totalFY2020 totalΔ FY2021→2022
Mark Schwarz$1,407,570$735,633$208,739↑ +671,937
Christopher Kenney752,133548,656266,150↑ +203,477

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Compensation Committee reviews, evaluates and recommends to the Board compensation policies with respect to directors, executive officers and senior management, with the Executive Chairman and CEO providing recommendations on most compensation decisions. The Company does not engage any external compensation consultant to assist in the review of director or executive officer compensation.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantNone. The proxy states: 'Neither the Company nor the Compensation Committee currently engages any consultant to assist in the review of director or executive officer compensation.'
Clawback policyNot disclosed. The proxy does not contain an explicit clawback/recoupment policy statement.
Anti-hedging—
Anti-pledgingTrue
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2022

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Mark SchwarzRSU—————$432,246
Christopher KenneyRSU—————176,355

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Mark Schwarz$432,246$0$00.0%
Christopher Kenney176,355000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2022

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Christopher KenneyPSU2,286—$13,260
Christopher KenneyPSU2,583—14,980
Mark SchwarzPSU6,189—35,899
Mark SchwarzPSU6,369—36,938
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Mark E. PapeIndependent · Audit (Chair) · Compensation (Chair)$57,750$0$0$0$0$57,750
Scott T. BerlinIndependent · Audit · Nomination & Governance (Chair) · Compensation54,000000054,000
Doug SlapeIndependent · Audit · Nomination & Governance · Compensation30,917000030,917
Mark E. SchwarzEmployee director · Board Chair000—00

Board fee structure and ownership guideline

Annual cash retainer$30,000
Annual equity retainer$0
Per board meeting fee$1,500
Committee chair fees (audit / comp / nom-gov)7,500
Stock ownership guideline—

Total cost of the board

ComponentFY2022
Cash retainers and fees$142,667
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$142,667

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Hallmark Financial Services as a peer

Companies that benchmark against HALL

1 company names HALL as a compensation peer

    Each company listed discloses HALL in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HALL in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

    Chief executive pay against the peer group

    Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

    RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
    1Hallmark Financial Services2022Mark Schwarz$450,000$432,246$0$0$1,407,570

    Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

    Say-on-pay history and pay ratio
    Meeting yearMeeting dateForAgainstAbstainSupportOutcome
    20232023-10-051,190,17276,3983,83993.97%Passed
    20222022-06-107,950,8891,261,49148,57786.31%Passed
    20212021-05-279,352,039338,06865,05396.51%Passed
    20202020-12-229,122,7401,004,929126,67790.08%Passed
    20192019-05-3014,134,1821,547,86399,57990.13%Passed
    20182018-05-3114,839,747519,69794,80696.62%Passed

    Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

    Say-on-pay — history, company’s computation

    Meeting yearMeeting dateApproval — company’s computation
    20232023-10-0593.97%a
    20222022-06-1086.31%b
    20212021-05-2796.51%c

    a. Approved under the standard stated in the filing — “The affirmative vote or consent of the holders of at least a majority of the votes cast at the Annual Meeting is required for the approval of any such adjournment.”.

    b. Approved under the standard stated in the filing — “Pursuant to the Bylaws of the Company, abstentions and broker non-votes will not be counted in determining the number of shares voted on any matter.”.

    c. Approved under the standard stated in the filing — “Pursuant to the Bylaws of the Company, abstentions and broker non-votes will not be counted in determining the number of shares voted on any matter.”.

    Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

    Insider trades since the proxy

    No insider equity transactions reported since the proxy statement.

    Sources (15 citations)

    Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

    • Section 01, Mark Schwarz. DEF 14A, filed 2023-07-21. Section “Named Executive Officers”. As printed: 1,407,570. View filing ↗
    • Section 01, Christopher Kenney. DEF 14A, filed 2023-07-21. Section “Named Executive Officers”. As printed: 752,133. View filing ↗
    • Section 03, Mark Schwarz RSU. DEF 14A, filed 2023-07-21. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
    • Section 03, Christopher Kenney RSU. DEF 14A, filed 2023-07-21. Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. View filing ↗
    • Section 08, Mark E. Pape. DEF 14A, filed 2023-07-21. Section “Director Compensation”. As printed: 57,750. View filing ↗
    • Section 08, Scott T. Berlin. DEF 14A, filed 2023-07-21. Section “Director Compensation”. As printed: 54,000. View filing ↗
    • Section 08, Doug Slape. DEF 14A, filed 2023-07-21. Section “Director Compensation”. As printed: 30,917. View filing ↗
    • Section 08, Mark E. Schwarz. DEF 14A, filed 2023-07-21. Section “Director Compensation”. As printed: 0. View filing ↗
    • Section 06, 2023 vote. Form 8-K, filed 2023-10-10. Item 5.07 · say-on-pay result. As reported: 93.97% (votes for as printed: 1,190,172). View filing ↗
    • Section 06, 2022 vote. Form 8-K, filed 2022-06-21. Item 5.07 · say-on-pay result. As reported: 86.31% (votes for as printed: 1,261,491). View filing ↗
    • Section 06, 2021 vote. Form 8-K, filed 2021-05-28. Item 5.07 · say-on-pay result. As reported: 96.51% (votes for as printed: 338,068). View filing ↗
    • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
    • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
    • Section 09b board cost (computed). Computed. Cash 142,667 + equity 0 + all other 0 = 142,667, summed across the director compensation table rows.
    • Hallmark Financial Services (subject), Section 10b CEO total. DEF 14A, filed 2023-07-21. CEO total compensation as printed in Hallmark Financial Services's own proxy. As printed: 1,407,570. View filing ↗