(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
1.
|
To elect eight directors to serve until the 2017 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
|
2.
|
To adopt and approve the Amended and Restated 2011 Incentive Plan;
|
3.
|
To ratify the appointment of RSM US LLP (f/k/a McGladrey LLP) as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
|
4.
|
To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and
|
5.
|
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
|
By Order of the Board of Directors,
|
Patti A. Smith
|
Secretary
|
Questions and Answers About the Annual Meeting and Voting
|
1
|
Security Ownership of Certain Beneficial Owners and Management
|
7
|
Proposals to be Voted On
|
9
|
Proposal No. 1 – Election of Directors
|
9
|
Proposal No. 2 – Adoption and Approval of the Amended and Restated 2011 Incentive Plan
|
15
|
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
|
22
|
Proposal No. 4 – Advisory Vote on Executive Compensation
|
24
|
Corporate Governance
|
25
|
Director Independence
|
25
|
Board and Committee Meetings
|
25
|
Board Committees
|
25
|
Director Nominations
|
26
|
Board Leadership Structure
|
26
|
Board Role in Risk Oversight
|
27
|
Stockholder Communications
|
27
|
Code of Ethics
|
27
|
Report of the Audit Committee
|
28
|
Executive Compensation
|
29
|
Overview
|
29
|
Compensation Philosophy and Objectives
|
29
|
Determination of Compensation Awards
|
29
|
Compensation Benchmarking
|
29
|
Elements of Compensation
|
30
|
Summary Compensation Table
|
31
|
Employment Agreements
|
32
|
Outstanding Equity Awards at Fiscal-Year End
|
32
|
Director Compensation
|
33
|
Stockholder Proposals
|
35
|
Proxy Solicitation
|
36
|
Annual Report
|
36
|
A: | The Board is soliciting your proxy to vote at the Annual Meeting because you were a stockholder at the close of business on April 19, 2016, the record date for the Annual Meeting, and are entitled to vote at the Annual Meeting. |
Q: | What information is contained in this Proxy Statement? |
A: | The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the Board and its committees, the compensation of directors and certain executive officers, and certain other required information. |
Q: | What should I do if I receive more than one set of voting materials? |
A: | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive. |
Q: | How may I obtain an additional set of proxy materials? |
A: | All stockholders may write to us at the following address to request an additional copy of these materials: |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
A: | If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the "stockholder of record." If you are a stockholder of record, this Proxy Statement, our 2015 Form 10-K and a proxy card have been sent directly to you by the Company. |
Q: | What am I voting on at the Annual Meeting? |
A: | You are voting on the following proposals: |
·
|
To elect eight directors to serve until the 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting") and until their successors are duly elected and qualified;
|
·
|
To adopt and approve the Amended and Restated 2011 Incentive Plan;
|
·
|
To ratify the appointment of RSM US LLP (f/k/a McGladrey LLP) ("RSM") as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
|
·
|
To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and
|
·
|
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
|
Q: | How do I vote? |
A: | You may vote using any of the following methods: |
·
|
Proxy card or voting instruction card
. Be sure to complete, sign and date the card and return it in the prepaid envelope.
|
·
|
By telephone or the Internet
. If you own shares held in street name, you will receive voting instructions from your bank, broker or other nominee and may vote by telephone or on the Internet if they offer those alternatives. Stockholders of record will not be able to vote by telephone or on the Internet.
|
·
|
In person at the Annual Meeting
. All stockholders of record may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you own shares held in street name, you must obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Annual Meeting.
|
Q: | What can I do if I change my mind after I vote my shares? |
A: | If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by: |
·
|
Sending a written notice of revocation to our Corporate Secretary;
|
·
|
Submitting a new, proper proxy dated later than the date of the revoked proxy; or
|
·
|
Attending the Annual Meeting and voting in person.
|
Q: | What if I return a signed proxy card, but do not vote for some of the matters listed on the proxy card? |
A: | If you return a signed proxy card without indicating your vote, your shares will be voted in accordance with the Board's recommendations as follows: "FOR" the election of each of its nominees; "FOR" the adoption and approval of the Amended and Restated 2011 Incentive Plan; "FOR" the ratification of the appointment of RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and "FOR" the approval of a non-binding advisory resolution approving the compensation of our named executive officers. |
Q: | Can my broker vote my shares for me without my instructions? |
A: | Brokers may not use discretionary authority to vote shares on the election of directors, the adoption and approval of the Amended and Restated 2011 Incentive Plan or the approval of a non-binding advisory resolution approving the compensation of our named executive officers, if they have not received instructions from their clients. Please provide voting instructions on these proposals so your vote can be counted. |
Q: | Can my shares be voted if I do not return my proxy card or voting instruction card and do not attend the Annual Meeting? |
A: | If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares will not be voted. |
Q: | What are the voting requirements with respect to each of the proposals? |
A: | In the election of directors, each director receiving a plurality of the affirmative ("FOR") votes cast will be elected. You may withhold votes from any or all nominees. All other proposals require the affirmative ("FOR") votes of a majority of the votes cast on the matter. Thus, abstentions will not affect the outcome of the votes on these proposals. |
Q: | How many votes do I have? |
A: | You are entitled to one vote for each share of common stock that you hold. As of April 19, 2016, the record date, there were 2,665,434 shares of common stock outstanding. |
Q: | Is cumulative voting permitted for the election of directors? |
A: | We do not use cumulative voting for the election of directors. |
Q: | What happens if a nominee for director does not stand for election? |
A: | If for any reason any nominee does not stand for election, any proxies we receive will be voted in favor of the remaining nominees and may be voted for a substitute nominee in place of the nominee who does not stand. We have no reason to expect that any of the nominees will not stand for election. |
Q: | What happens if additional matters are presented at the Annual Meeting? |
A: | Other than the four items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Michael J. Ferrantino, Sr. and Patti A. Smith, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. |
Q: | How many shares must be present or represented to conduct business at the Annual Meeting? |
A: | A quorum will be present if at least a majority of the outstanding shares of our common stock entitled to vote, totaling 1,332,718 shares, is represented at the Annual Meeting, either in person or by proxy. |
Q: | How can I attend the Annual Meeting? |
A: | You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April 19, 2016, the record date, or if you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record, your name will be verified against the list of stockholders of record on the record date prior to your admission to the Annual Meeting. If you are not a stockholder of record, but hold shares through a broker, bank or nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to April 19, 2016, a copy of the voting instruction card provided by your broker, bank or nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting. |
Q: | How can I vote my shares in person at the Annual Meeting? |
A: | Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instruction card as described herein so your vote will be counted if you later decide not to attend the Annual Meeting. |
Q: | What is the deadline for voting my shares? |
A: | If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting. |
Q: | Is my vote confidential? |
A: | Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy card, which are then forwarded to our management. |
Q: | How are votes counted? |
A: | For the election of directors, you may vote "FOR" all or some of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees. For the other items of business, you may vote "FOR," "AGAINST" or "ABSTAIN." |
Q: | Where can I find the voting results of the Annual Meeting? |
A: | We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the "SEC") within four business days after the Annual Meeting. |
Q: | How can I obtain the Company's corporate governance information? |
A: | The following information is available in print to any stockholder who requests it and is also available on the Investor Relations portion of the Company's website, www.lglgroup.com : |
·
|
Certificate of Incorporation of The LGL Group, Inc.
|
·
|
The LGL Group, Inc. By-Laws
|
·
|
The charters of the following committees of the Board: the Audit Committee, the Nominating Committee and the Compensation Committee
|
·
|
Our Business Conduct Policy
|
Q: | How may I obtain the Company's 2015 Form 10-K and other financial information? |
A: | A copy of our 2015 Form 10-K is enclosed with this Proxy Statement. |
Q: | What if I have questions for the Company's transfer agent? |
A: | Please contact our transfer agent at the telephone number or address listed below with questions concerning stock certificates, transfer of ownership or other matters pertaining to your stock account. |
Q: | Who can help answer my questions? |
A: | If you have any questions about the Annual Meeting or how to vote or revoke your proxy, please contact our proxy solicitor at: |
·
|
Each person who is known to us to beneficially own more than 5% of our common stock;
|
·
|
Each of our directors, nominees and named executive officers; and
|
·
|
All of our directors and executive officers, as a group.
|
Common Stock
Beneficially Owned (1) |
||||||||
Name and Address of Beneficial Owner
|
Shares
|
%
|
||||||
5% Stockholders:
|
||||||||
Mario J. Gabelli
|
465,417
|
(2)
|
17.0
|
|||||
Directors and Named Executive Officers:
|
||||||||
Michael J. Ferrantino, Sr.
|
87,848
|
(3)
|
3.2
|
|||||
Timothy Foufas
|
22,117
|
(4)
|
*
|
|||||
Marc Gabelli
|
375,303
|
(5)
|
14.1
|
|||||
Patrick J. Guarino
|
24,117
|
(4)
|
*
|
|||||
Donald H. Hunter
|
10,090
|
(4)
|
*
|
|||||
Manjit Kalha
|
9,538
|
(4)
|
*
|
|||||
Antonio Visconti
|
6,113
|
(4)
|
*
|
|||||
Patti A. Smith
|
1,500
|
—
|
||||||
Frederic V. Salerno, Jr.
|
—
|
—
|
||||||
Hendi Susanto
|
—
|
—
|
||||||
All executive officers and directors as a group (9 persons)
|
536,626
|
(6)
|
19.8
|
(1) | The applicable percentage of ownership for each beneficial owner is based on 2,665,434 shares of common stock outstanding as of April 19, 2016. Shares of common stock issuable upon exercise of options, warrants or other rights beneficially owned that are exercisable within 60 days are deemed outstanding for the purpose of computing the percentage ownership of the person holding such securities and rights and all executive officers and directors as a group. |
(2) | Includes (i) 247,861 shares of common stock owned directly by Mario J. Gabelli; (ii) 96,756 shares owned by MJG-IV Limited Partnership, of which Mr. Gabelli is the general partner and has an approximate 5% interest; and (iii) 120,800 shares owned by GGCP, Inc., of which Mr. Gabelli is the chief executive officer, a director and controlling shareholder. Mr. Gabelli disclaims beneficial ownership of the shares owned by MJG-IV Limited Partnership and GGCP, Inc., except to the extent of his pecuniary interest therein. Mr. Gabelli's business address is 401 Theodore Fremd Avenue, Rye, New York 10580-1430. This disclosure is based solely on information in a Statement of Changes in Beneficial Ownership on Form 4 filed by Mr. Gabelli with the SEC on December 31, 2014. |
(3) | Includes 45,468 shares issuable upon the exercise of options. |
(4) | Includes 467 shares issuable upon the exercise of options. |
(5) | Includes (i) 23,934 shares of common stock owned directly by Marc Gabelli; (ii) 467 shares issuable upon the exercise of options held by Mr. Gabelli; and (iii) 350,902 shares held by Venator Merchant Fund, L.P. ("Venator Fund"). Venator Global, LLC ("Venator Global"), which is the sole general partner of Venator Fund, may be deemed to beneficially own the securities owned by Venator Fund. Mr. Gabelli, who is the President and Sole Member of Venator Global, may be deemed to beneficially own the securities owned by Venator Fund. Mr. Gabelli disclaims beneficial ownership of the securities owned by Venator Fund, except to the extent of his pecuniary interest therein. |
(6) | Reflects ownership of one executive officer who is not a named executive officer. Does not reflect ownership of nominees not currently serving as directors. Includes 486,184 shares of common stock and 75,442 shares issuable upon the exercise of options. |
Name
|
Age
|
Director Since
|
Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies
|
Michael J. Ferrantino, Sr.
|
73
|
2014
|
Executive Chairman of the Board, The LGL Group, Inc. (April 2016 to present); Chief Executive Officer, The LGL Group, Inc. (June 2014 to present); Executive Chairman of the Board, M-tron Industries, Inc. (October 2013 to present); President and Chief Executive Officer, Valpey-Fisher Corporation (September 2002 to November 2009), a provider of electronic components used in communications, medical, defense and aerospace, industrial and computer applications for OEMs and contract manufacturers worldwide; President, Micro Networks Division, Integrated Circuit Systems, Inc. (January 2002 to September 2002), a supplier of precision timing devices for optical networking, wireless infrastructure and high end network servers using surface acoustic wave and RF technology; President and Chief Executive Officer, Micro Networks Corporation (pre-2000 to January 2002); and Chairman of the Board of Directors, Micro Networks Corporation (April 2000 to January 2002). Mr. Ferrantino brings to the Board his extensive knowledge and leadership experience in the RF/microwave integrated system and frequency control industries.
|
Timothy Foufas
|
47
|
2007
|
Managing Partner, Plato Foufas & Co. LLC (2005 to present), a financial services company; President, Levalon Properties LLC (2007 to present), a real estate property management company; Senior Vice President, Bayshore Management Co. LLC (2005 to 2006), a real estate property management company; Director of Investments, Liam Ventures Inc. (2000 to 2005), a private equity investment firm; Director, ICTC Group, Inc. (2010 to 2013), a rural local exchange carrier headquartered in Nome, ND. Mr. Foufas brings to the Board his management skills and expertise in financial, investment and real estate matters.
|
Marc Gabelli
|
48
|
2004
|
Managing Partner, Horizon Research (January 2013 to present), an investment management and research services provider; Chief Executive Officer, Gabelli Securities International Ltd. (1994 to present), a global alternative asset management platform and merchant advisor; President and Managing Director, GGCP, Inc. (1999 to present), a private corporation that makes investments for its own account; Managing Member, Commonwealth Management Partners LLC (2008 to present), and Director and Managing Partner, GAMA Funds Holdings GmbH (2009 to present). Mr. Gabelli brings to the Board his extensive knowledge of the Company's business and industry due to his longstanding service on the Board, as well as his financial expertise and leadership experience as an executive of various investment firms.
|
Donald H. Hunter
|
59
|
2013
|
Principal, Donald Hunter LLC (April 2007 to present), a consulting practice based in Wellesley, MA; Chief Operating Officer and Chief Financial Officer, Harbor Global Company Limited (October 2000 to December 2006), a public company that owned and operated international investment management and natural resources subsidiaries; Chief Operating Officer, Pioneer Global Investments, a Division of the Pioneer Group, Inc. (August 1998 to October 2000), a company that provided investment management services and owned several natural resources investments; and Manager of International Finance, the Pioneer Group, Inc. (January 1991 to August 1998), with financial responsibility for international strategic start-up companies. Mr. Hunter was previously a director of Juniper Pharmaceuticals, Inc., a specialty pharmaceuticals company (NASDAQ: JNP), where he served as Chairman of the Audit Committee; LICT Corporation, an integrated provider of broadband and voice services (OTC PK: LICT); and the Pioneer First Polish Trust Fund, where he served as Audit Committee Chairman for the first mutual fund in Poland. Mr. Hunter brings to the Board financial, operating, corporate development, international and mergers and acquisition experience.
|
Manjit Kalha
|
41
|
2011
|
Managing Partner, Horizon Research (August 2012 to present), a firm that provides investment management and research services; Chief Executive Officer, Horizon AMC (June 2008 to present), a firm that provides investment management and consulting services; Chief Executive Officer and Director, Jeet Associates Private Limited (December 2006 to present), a consulting firm based in New Delhi that provides business strategy, finance, and taxation advisory services; Co-founder and Chief Operating Officer, Radiant Polymers Private Limited (2001 to 2006), a manufacturing company of high quality specialty plastic components. Mr. Kalha brings to the Board his experience in management and manufacturing operations, and an extensive knowledge of global financial markets.
|
Frederic V. Salerno, Jr.
|
49
|
Strategic Sourcing Manager, Brunswick Corporation (2014 to present); Supply Chain Manager, Poseidon Barge Company (2013 to 2014); Strategic Sourcing Manager, Tuthill Corporation (2009 to 2012); Materials Director, Terex Corporation (2006 to 2008); Strategic Manufacturing Manager, Ingersoll-Rand Corporation, (1995 to 2006). Mr. Salerno brings to the Board 25 years of experience in operations and supply chain management.
|
Hendi Susanto
|
42
|
Vice President, Equity Research, Technology Leader, Gabelli & Company, a provider of institutional research and brokerage services (August 2007 to present). Mr. Susanto brings to the Board extensive experience in evaluating investments in technology, and special situations such as mergers and acquisitions, convertible debts and restructuring.
|
|
Antonio Visconti
|
55
|
2014
|
Vice President, Hittite Microwave Corporation (2011 to 2014), a leader in high performance integrated circuits (ICs), modules, and subsystems for RF microwave and millimeter-wave applications; Business Director, Maxim Integrated Products (2010 to 2011), a leading manufacturer of linear and mixed-signal ICs; Chief Executive Officer and Founder, Aczent Inc. (2008 to 2011), a developer of analog solutions for industrial applications, acquired in 2011 by major semiconductor manufacturer; and Vice President and General Manager, National Semiconductor's Data Conversion division (2002 to 2008). Mr. Visconti has over 25 years of experience in the high technology industry and brings to the Board engineering, business development and technology acquisition expertise.
|
Patrick J. Guarino
Not standing for re-election at the Annual Meeting
|
73
|
2006
|
Managing Partner, August Properties LLC (2005 to present), a private investment company with real estate and securities holdings; Managing Partner, Independent Board Advisory Services, LLC (2002 to 2005), a corporate governance consulting firm; Retired Executive Vice President, Ultramar Diamond Shamrock Corporation (1996 to 2000), a NYSE, Fortune 200, international petroleum refining and marketing company; Senior Vice President and General Counsel, Ultramar Corporation (1992 to 1996), a NYSE, Fortune 200, international petroleum and marketing company; Senior Vice President and General Counsel, Ultramar PLC (1986 to 1992), a London Stock Exchange listed international, integrated oil company. Mr. Guarino brings to the Board valuable knowledge of and fluency with legal and corporate governance matters, and the perspective of a former General Counsel of a public company.
|
Name
|
Age
|
Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years
|
Michael J. Ferrantino, Sr.
|
73
|
Mr. Ferrantino's business experience, including his term in office, is listed in the section above titled "Directors."
|
Patti A. Smith
|
51
|
Chief Financial Officer, Secretary and Treasurer, The LGL Group, Inc. (April 2015 to present); Director of Financial Reporting and Human Resources, The LGL Group, Inc. (March 2015 to April 2015); Financial Reporting and Human Resources Manager, The LGL Group, Inc. (April 2014 to March 2015); Financial Reporting Manager, The LGL Group, Inc. (September 2012 to April 2014); Director of Financial Reporting for CNL Financial Group, Inc. ("CNL"), one of the nation's leading private investment management firms (July 2011 to May 2012); Vice President of Private Equity Accounting for CNL (August 2007 to July 2011).
|
Robert Mamazza, Jr., Ph.D.
|
45
|
Vice President and Chief Operating Officer, The LGL Group, Inc. (November 2015 to present);
Chief Technology Officer, Evatec Advanced Technologies AG, a leading manufacturer of high performance optical, optoelectronic and semiconductor devices (January 2015 to July 2015); Chief Technology Officer, Oerlikon Advanced Technologies AG, which was acquired by Evatec in early 2015 (July 2012 to January 2015); Head of Research and Development, Oerlikon Systems, a manufacturer of fully automated, precision PVD equipment for the semiconductor, LED, MEMS and data storage industries (February 2010 to July 2012).
|
·
|
The number of shares of common stock available for issuance is increased by 250,000 shares, representing approximately 9.4% of the common stock outstanding as of April 19, 2016, to a total of 750,000 shares; and
|
·
|
The annual limitation on the amount of Awards that may be made to any individual is increased by 75,000 shares of Common Stock, representing approximately 2.8% of the common stock outstanding as of April 19, 2016, to a total of 125,000 shares.
|
·
|
If the Amended and Restated 2011 Incentive Plan is not approved, the Company may be compelled to increase significantly the cash-based component of employee compensation, which could reduce the alignment of employee and stockholder interests; and
|
·
|
The terms of our equity and other annual and long-term incentive compensation awards and our employee policies are designed to protect stockholder interests and encourage employees to focus on the long-term success of the Company.
|
2015
|
2014
|
|||||||
Audit Fees
(1)
|
$
|
197,000
|
$
|
196,000
|
||||
Audit-Related Fees
|
—
|
—
|
||||||
Tax Fees
|
—
|
—
|
||||||
All Other Fees
|
—
|
—
|
||||||
(1) | Include fees for services relating to auditing the Company's annual financial statements, reviewing the Company's financial statements included in the Company's quarterly reports on Form 10-Q, and procedures performed in connection with registration statements. |
AUDIT COMMITTEE
|
Donald Hunter (Chairman)
|
Timothy Foufas
|
Manjit Kalha
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) |
Stock Awards
(1)
($) |
Option Awards
(1)
($) |
All Other Compensation
($) |
Total
($) |
|||||||||||||||||||
Michael J. Ferrantino, Sr.
|
2015
|
144,000
|
40,000
|
(2
)
|
160,000
|
(3
)
|
—
|
6,804
|
(4
)
|
350,804
|
||||||||||||||||
Chief Executive Officer
|
2014
|
144,000
|
—
|
10,000
|
(3
)
|
112,479
|
(3
)
|
4,537
|
(4
)
|
274,592
|
||||||||||||||||
Patti A. Smith
(5)
|
2015
|
90,000
|
—
|
—
|
5,150
|
(6)
|
—
|
95,150
|
||||||||||||||||||
Chief Financial Officer
|
||||||||||||||||||||||||||
(1)
|
Reflects the aggregate grant date fair value of stock awards or option awards granted in the applicable year, computed in accordance with Financial Accounting Standard Board Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, please see Note D – Stock-Based Compensation in the Notes to Consolidated Financial Statements included in the 2015 Form 10-K.
|
(2)
|
On May 8, 2015, the Company awarded Mr. Ferrantino a discretionary cash bonus of $40,000.
|
(3)
|
On May 8, 2015, the Company granted Mr. Ferrantino a discretionary award of 37,296 restricted shares of common stock with a grant date fair value of $160,000. On June 11, 2014, the Company granted Mr. Ferrantino a discretionary award of options to purchase 75,000 shares of common stock with a grant date fair value of $111,055. These options vest as follows: 60% on grant date; an additional 20% on the second anniversary of the grant date; and the remaining 20% on the third anniversary of the grant date. On March 1, 2016, Mr. Ferrantino forfeited 30,000 of these options that were unvested. In addition, on December 11, 2014, the Company granted Mr. Ferrantino discretionary awards of 3,115 restricted shares of common stock with a grant date fair value of $10,000 and options to purchase 1,558 shares of common stock with a grant date fair value of $1,424. The restricted shares of commons stock vested immediately. The options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date.
|
(4)
|
In 2015 and 2014, Mr. Ferrantino was reimbursed for $6,804 and $4,537 of healthcare insurance costs, respectively. These amounts also include a reimbursement for the personal income tax expense arising from these expenses.
|
(5)
|
Ms. Smith has served as the Company's Chief Financial Officer since April 2015.
|
(6)
|
On March 12, 2015, the Company granted Ms. Smith a discretionary award of options to purchase 5,000 shares of common stock with a grant date fair value of $5,150. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date.
|
Option Awards
|
|||||||||||||
Name
|
Number of Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option Exercise
Price ($)
|
Option
Expiration Date
|
|||||||||
Michael J. Ferrantino, Sr.
|
45,000
|
(1)
|
—
|
4.90
|
6/11/2019
|
||||||||
468
|
1,090
|
(2)
|
3.53
|
12/11/2019
|
|||||||||
Patti A. Smith
|
—
|
5,000
|
(3)
|
4.15
|
3/12/2020
|
||||||||
(1) | On June 11, 2014, the Company granted Mr. Ferrantino options to purchase 75,000 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $111,055. These options vest as follows: 60% on the grant date; an additional 20% on the second anniversary of the grant date; and the remaining 20% on the third anniversary of the grant date. On March 1, 2016, Mr. Ferrantino forfeited 30,000 of these options that were unvested. |
(2) | On December 11, 2014, Mr. Ferrantino, as a director of the Company, received a retainer in the form of options to purchase 1,558 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $1,424. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. |
(3) | On March 12, 2015, the Company granted Ms. Smith options to purchase 5,000 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $5,150. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. |
Name
|
Fees Earned or Paid in Cash
($) |
Stock Awards
($) (1) |
Option Awards
($) (1) |
Total
($) |
||||||||||||
Marc Gabelli
|
10,000
|
10,000
|
1,101
|
21,101
|
||||||||||||
Patrick J. Guarino
|
12,250
|
10,000
|
1,101
|
23,351
|
||||||||||||
Timothy Foufas
|
17,750
|
10,000
|
1,101
|
28,851
|
||||||||||||
Donald H. Hunter
|
18,000
|
10,000
|
1,101
|
29,101
|
||||||||||||
Manjit Kalha
(1)
|
15,500
|
—
|
3,303
|
18,803
|
||||||||||||
Antonio Visconti
|
13,000
|
10,000
|
1,101
|
24,101
|
(1) | On December 10, 2015, non-employee directors received grants of 2,531 shares of restricted common stock as 50% of their base compensation for fiscal 2015 ($10,000) and options to purchase 1,266 shares of common stock as 25% of their base compensation for fiscal 2015 ($5,000), except for Mr. Kalha, who elected to receive a grant of options to purchase 3,797 shares of common stock as 75% of his base compensation for fiscal 2015. The number of shares and options granted to each director was determined by dividing the dollar amount of the base compensation paid in the form of the share or option grant by the closing price of the Company's common stock on the grant date. Such shares were granted under the 2011 Incentive Plan. The shares of restricted common stock vested immediately. The options vest as follows: 30% on the first anniversary of the grant date; 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a) |
Weighted-average exercise price of outstanding options, warrants and rights
(b) |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by security holders
(1)
|
194,726
|
$
|
9.27
|
216,308
|
||||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
194,726
|
$
|
9.27
|
216,308
|
(1)
|
The 2001 Equity Incentive Plan was originally approved by our stockholders on May 2, 2002, an amendment to the 2001 Equity Incentive Plan was approved by our stockholders on May 26, 2005, and the 2001 Equity Incentive Plan was terminated pursuant to a Board resolution on August 4, 2011. No additional shares of common stock are authorized for issuance under the 2001 Equity Incentive Plan. Options to purchase 47,500 shares of common stock issued under the 2001 Equity Incentive Plan were outstanding as of December 31, 2015. The 2011 Incentive Plan was approved by our stockholders on August 4, 2011. 500,000 shares of common stock are authorized for issuance under the 2011 Incentive Plan. Options to purchase 147,226 shares of common stock issued under the 2011 Incentive Plan were outstanding as of December 31, 2015.
|