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.
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
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 officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Schwarz | $450,000 | $500,000 | $432,246 | $0 | $0 | $0 | $25,324 | $1,407,570 |
| Executive Chairman | ||||||||
| Christopher Kenney | 375,000 | 175,000 | 176,355 | 0 | 0 | 0 | 25,778 | 752,133 |
| 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 officer | FY2022 total | FY2021 total | FY2020 total | Δ FY2021→2022 |
|---|---|---|---|---|
| Mark Schwarz | $1,407,570 | $735,633 | $208,739 | ↑ +671,937 |
| Christopher Kenney | 752,133 | 548,656 | 266,150 | ↑ +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 consultant | None. 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 policy | Not disclosed. The proxy does not contain an explicit clawback/recoupment policy statement. |
| Anti-hedging | — |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2022
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Mark Schwarz | RSU | — | — | — | — | — | $432,246 |
| Christopher Kenney | RSU | — | — | — | — | — | 176,355 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Mark Schwarz | $432,246 | $0 | $0 | 0.0% |
| Christopher Kenney | 176,355 | 0 | 0 | 0.0% |
% 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
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christopher Kenney | PSU | 2,286 | — | $13,260 |
| Christopher Kenney | PSU | 2,583 | — | 14,980 |
| Mark Schwarz | PSU | 6,189 | — | 35,899 |
| Mark Schwarz | PSU | 6,369 | — | 36,938 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Mark E. PapeIndependent · Audit (Chair) · Compensation (Chair) | $57,750 | $0 | $0 | $0 | $0 | $57,750 |
| Scott T. BerlinIndependent · Audit · Nomination & Governance (Chair) · Compensation | 54,000 | 0 | 0 | 0 | 0 | 54,000 |
| Doug SlapeIndependent · Audit · Nomination & Governance · Compensation | 30,917 | 0 | 0 | 0 | 0 | 30,917 |
| Mark E. SchwarzEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
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
| Component | FY2022 |
|---|---|
| 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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Hallmark Financial Services | 2022 | Mark 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 year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-10-05 | 1,190,172 | 76,398 | 3,839 | 93.97% | Passed |
| 2022 | 2022-06-10 | 7,950,889 | 1,261,491 | 48,577 | 86.31% | Passed |
| 2021 | 2021-05-27 | 9,352,039 | 338,068 | 65,053 | 96.51% | Passed |
| 2020 | 2020-12-22 | 9,122,740 | 1,004,929 | 126,677 | 90.08% | Passed |
| 2019 | 2019-05-30 | 14,134,182 | 1,547,863 | 99,579 | 90.13% | Passed |
| 2018 | 2018-05-31 | 14,839,747 | 519,697 | 94,806 | 96.62% | 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 year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2023 | 2023-10-05 | 93.97%a |
| 2022 | 2022-06-10 | 86.31%b |
| 2021 | 2021-05-27 | 96.51%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 ↗