EEI 2017 Form 10-K

Table of Contents We do not have a formal or informal policy or target for allocating compensation between short-term and long-term compensation or between cash and non-cash compensation. Salaries and bonuses of executive officers are reviewed and approved annually by the Board of Directors based primarily upon: · financial and operational performance of the Company as a whole, as evaluated against annual operating goals established by the Board of Directors; · individual performance of the executive, as evaluated against individual goals and objectives established by the Board of Directors; · performance of the executive management team as a whole, as evaluated against corporate goals and objectives established by the Board of Directors; and · informal benchmarking data, including comparison of our executive compensation to other peer companies. Bonuses of executive officers may be in the form of cash, restricted awards of Class A Common Stock, or a combination of both. The allocation between cash and non-cash compensation of executive officers is considered annually on a discretionary basis by the Board of Directors. The following table provides a summary of the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended July 31, 2017 and 2016 of those persons who were at July 31, 2017: (i) the Company’s CEO and President; and (ii) the three other most highly compensated executive officers employed at July 31, 2017 with annual salary and bonus for the fiscal year ended July 31, 2017 in excess of $100,000. In this Annual Report, the four persons named in the table below are referred to as the "Named Executives." SUMMARYCOMPENSATONTABLE Name and Principal Position Fiscal Year Salary Bonus (1) Stock Awards (2) Option Awards Non-Equity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings All Other Compensation (3) Total Gerard A. Gallagher III 2017 $ 324,000 $ 70,000 --- --- --- --- $ 10,930 $ 404,930 CEO and President 2016 $ 314,390 $ 30,000 --- --- --- --- $ 10,930 $ 355,320 Ronald L. Frank 2017 $ 213,960 --- --- --- --- --- $ 8,822 $ 222,782 Executive Vice President and Director 2016 $ 213,960 --- --- --- --- --- $ 8,822 $ 222,782 Fred J. McKosky 2017 $ 220,139 $ 55,000 --- --- --- --- $ 9,096 $ 284,235 Senior Vice President and Chief Operating Officer 2016 $ 214,870 $ 30,000 --- --- --- --- $ 8,879 $ 253,749 Cheryl A. Karpowicz 2017 $ 202,125 $ 35,000 --- --- --- --- $ 8,350 $ 245,475 Senior Vice President (1) Amounts earned for bonus compensation are determined at the discretion of the Board of Directors. (2) As of July 31, 2017, there were no outstanding restricted stock awards issued to Mr. Gallagher III or Mr. McKosky pursuant to the Company's Stock Award Plan. (3) Represents group term life insurance premiums and contributions made by the Company to its Defined Contribution Plan on behalf of the Named Executives. Compensation Pursuant to Plans Defined Contribution Plan The Company maintains a Defined Contribution Plan ("the DC Plan") which is qualified under the Internal Revenue Code of 1986, as amended (“the Internal Revenue Code") pursuant to which the Company contributes an amount not in excess of 15% of the aggregate compensation of all employees who participate in the DC Plan. All employees, including the executive officers identified under "Executive Compensation", are eligible to participate in the plan, provided that they have attained age 21 and completed one year of employment with at least 1,000 hours of service. The amounts contributed to the plan by the Company are allocated to participants based on a ratio of each participant's points to total points of all participants determined as follows: one point per $1,000 of compensation plus two points per year of service completed prior to August 1, 1979, and one point for each year of service completed after August 1, 1979. 64