UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure Of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
FY 2023 Base Salaries
On December 22, 2022, the Board of Directors of Clearfield, Inc. (the “Company”) approved, based on the recommendation of the Compensation Committee, increases in the annual base salaries of the Company’s executive officers for fiscal year 2023 to the following amounts, effective as of October 10, 2022: Cheryl Beranek, Chief Executive Officer, $425,000, or a 13.5% increase; John Hill, Chief Operating Officer, $425,000, or a 13.5% increase; and Daniel Herzog, Chief Financial Officer, $340,000, or a 36.9% increase. These increases were recommended by the Compensation Committee after review of executive officer compensation information provided by Compensia, an independent compensation consulting firm retained by the Compensation Committee in August 2022.
Director Restricted Stock Awards and Retainers
On December 22, 2022, the Company’s Board of Directors approved, based on the recommendation of the Compensation Committee, an increase in the value of the annual restricted stock award for each non-employee director elected at the 2023 Annual Meeting of the Shareholders to $60,000 as of the grant date. The restricted stock will be granted under the Company’s 2007 Stock Compensation Plan (or any successor shareholder-approved equity plan) as of the first business day following the 2023 Annual Meeting of the Shareholders and the restrictions lapsing on the first business day prior to the 2024 Annual Meeting of Shareholders. Also on December 22, 2022, the Company’s Board of Directors approved, based on the recommendation of the Compensation Committee, an increase in the annual cash retainer to be paid to each non-employee director to $40,000. The Board of Directors also approved, based on the recommendation of the Compensation Committee, an annual cash retainer to be paid to all Committee chairs and Chairman of the Board of 10% of their annual Board compensation, or $10,000. These changes in director compensation were recommended by the Compensation Committee after review of director compensation information provided by Compensia.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEARFIELD, INC. | ||
| By: | /s/ Cheryl Beranek | |
| Dated: December 27, 2022 | Cheryl Beranek, Chief Executive Officer |