Fiscal year 2022 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
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.
| 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.
| Named executive officer | FY2022 total | FY2021 total | FY2020 total | Δ FY2021→2022 |
|---|---|---|---|---|
| Mark Schwarz | $1,407,570 | — | — | — |
| Christopher Kenney | 752,133 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Mark Schwarz | RSU | — | — | — | — | — | $432,246 |
| Christopher Kenney | RSU | — | — | — | — | — | 176,355 |
| 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.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Mark Schwarz | PSU | 6,369 | — | $36,938 |
| Christopher Kenney | PSU | 2,583 | — | 14,980 |
| Christopher Kenney | PSU | 2,286 | — | 13,260 |
| Mark Schwarz | PSU | 6,189 | — | 35,899 |
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 |
| 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.
| 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. Voting standard not stated in the filing.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| James H. GravesIndependent · Audit (Chair) · Nomination and Governance · Compensation · Not standing for re-election | $51,750 | $0 | $0 | $0 | $0 | $51,750 |
| Mark E. PapeIndependent · Audit (Chair) · Compensation (Chair) | 44,250 | 0 | 0 | 0 | 0 | 44,250 |
| Scott T. BerlinIndependent · Audit · Nomination and Governance (Chair) · Compensation | 44,250 | 0 | 0 | 0 | 0 | 44,250 |
| Doug SlapeIndependent · Audit · Nominating/Governance · Compensation · Newly elected | 0 | 0 | 0 | 0 | 0 | 30,917 |
| Mark E. SchwarzEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $0 |
| Per board meeting fee | $1,500 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2022 |
|---|---|
| Cash retainers and fees | $140,250 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $140,250 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mark Schwarz | DEF 14A | 2023-07-21 | 0001104659-23-082963 | Section “Named Executive Officers”. As printed: 1,407,570. Filing ↗ |
| 2 | Section 01, Christopher Kenney | DEF 14A | 2023-07-21 | 0001104659-23-082963 | Section “Named Executive Officers”. As printed: 752,133. Filing ↗ |
| 3 | Section 03, Mark Schwarz RSU | DEF 14A | 2023-07-21 | 0001104659-23-082963 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t23 · r1 · c8 · span 175687–175694 |
| 4 | Section 03, Christopher Kenney RSU | DEF 14A | 2023-07-21 | 0001104659-23-082963 | Section “EXECUTIVE COMPENSATION &” · grants of plan-based awards table. Filing ↗machine: t23 · r2 · c8 · span 177345–177352 |
| 5 | Section 08, James H. Graves | DEF 14A | 2022-05-25 | 0001104659-22-064526 | Section “Director Compensation”. As printed: 51,750. Filing ↗machine: t19 · r2 · c1 · span 82194–82200 |
| 6 | Section 08, Mark E. Pape | DEF 14A | 2022-05-25 | 0001104659-22-064526 | Section “Director Compensation”. As printed: 44,250. Filing ↗ |
| 7 | Section 08, Scott T. Berlin | DEF 14A | 2022-05-25 | 0001104659-22-064526 | Section “Director Compensation”. As printed: 44,250. Filing ↗machine: t19 · r1 · c1 · span 81063–81069 |
| 8 | Section 08, Doug Slape | DEF 14A | 2022-05-25 | 0001104659-22-064526 | Section “Director Compensation”. As printed: 30,917. Filing ↗ |
| 9 | Section 08, Mark E. Schwarz | DEF 14A | 2022-05-25 | 0001104659-22-064526 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 06, 2023 vote | Form 8-K | 2023-10-10 | 0001558370-23-016324 | Item 5.07 · say-on-pay result. As reported: 93.97% (votes for as printed: 1,190,172). Filing ↗ |
| 11 | Section 06, 2022 vote | Form 8-K | 2022-06-21 | 0001104659-22-072592 | Item 5.07 · say-on-pay result. As reported: 86.31% (votes for as printed: 1,261,491). Filing ↗machine: span 4165–4174 |
| 12 | Section 06, 2021 vote | Form 8-K | 2021-05-28 | 0001558370-21-007829 | Item 5.07 · say-on-pay result. As reported: 96.51% (votes for as printed: 338,068). Filing ↗machine: span 3467–3474 |
| 13 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 140,250 + equity 0 + all other 0 = 140,250, summed across the director compensation table rows.machine: formula: Σ = 140,250 |
| 15 | Hallmark Financial Services (subject), Section 10b CEO total | DEF 14A | 2023-07-21 | 0001104659-23-082963 | CEO total compensation as printed in Hallmark Financial Services's own proxy. As printed: 1,407,570. Filing ↗ |