¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
•
|
To elect
two
Class
III
members to the Board of Directors to serve until the
2020
Annual Meeting of Stockholders or until their successors are duly elected and qualified;
|
•
|
To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2017
;
|
•
|
To approve an amendment to the Maxwell Technologies, Inc. 2013 Omnibus Equity Incentive Plan, including an increase in the number of shares of common stock reserved for issuance thereunder by 1,500,000 shares;
|
•
|
To approve an increase in the number of shares of common stock reserved for issuance under the Maxwell Technologies, Inc. 2004 Employee Stock Purchase Plan by 500,000 shares;
|
•
|
To approve, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Executive Compensation section of this Proxy Statement;
|
•
|
To approve, on an advisory basis, the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be conducted; and
|
•
|
To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.
|
Question:
|
Why am I receiving these materials?
|
Answer:
|
Our Board of Directors has made these materials available to you on the Internet or, upon your request will deliver printed versions of these materials to you by mail, in connection with its solicitation of proxies for use at our Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
|
Question:
|
Why am I being asked to review materials on-line?
|
Answer:
|
Under rules adopted by the SEC, we are now furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. We anticipate that the Notice will be mailed to stockholders on or about
June 2, 2017
.
|
Question:
|
How can I electronically access the proxy materials?
|
Answer:
|
The Notice provides you with instructions on how to view our proxy materials on the Internet.
|
Question:
|
How can I obtain a full set of proxy materials?
|
Answer:
|
The Notice provides you with instructions on how to request printed copies of the proxy materials. You may request printed copies until one year after the date of the Annual Meeting.
|
Question:
|
What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?
|
Answer:
|
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, fees, and impact on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, dealer, or other similar organization to request information about householding.
|
Question:
|
What information is contained in this Proxy Statement?
|
Answer:
|
The information contained in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process and certain other required information.
|
Question:
|
Who is soliciting my vote pursuant to this Proxy Statement?
|
Answer:
|
Our Board of Directors is soliciting your vote.
|
Question:
|
Who will bear the cost of soliciting votes for the Annual Meeting?
|
Answer:
|
We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Maxwell may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We have engaged The Proxy Advisory Group, LLC ("PAG") to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $20,000 in total. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.
|
Question:
|
Who is entitled to vote?
|
Answer:
|
Stockholders of record of our common stock on the close of business on
May 22, 2017
are entitled to vote at the Annual Meeting.
|
Question:
|
What am I voting on?
|
Answer:
|
You are voting on proposals:
|
•
|
To elect
two
Class
III
members to the Board of Directors.
|
•
|
To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2017
.
|
•
|
To approve an amendment to the 2013 Omnibus Equity Incentive Plan.
|
•
|
To approve an increase in the number of shares of common stock reserved for issuance under the 2004 Employee Stock Purchase Plan by 500,000 shares.
|
•
|
To approve, on an advisory basis, the compensation of the Company’s named executive officers.
|
•
|
To approve, on an advisory basis, the frequency with which future advisory votes on the compensation of the Company’s named executive officers will be conducted.
|
•
|
To transact such other business as may be properly brought before the Annual Meeting and any adjournment or postponement thereof.
|
Question:
|
How does the Board of Directors recommend that I vote?
|
Answer:
|
The Board of Directors recommends a vote:
|
•
|
“FOR ALL” for the election of
two
Class
III
directors.
|
•
|
“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2017
.
|
•
|
“FOR” the approval of an amendment to the 2013 Omnibus Equity Incentive Plan.
|
•
|
“FOR” the approval of an increase in the number of shares of common stock reserved for issuance under the 2004 Employee Stock Purchase Plan by 500,000 shares.
|
•
|
“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers.
|
•
|
“FOR” the approval, on an advisory basis, of a vote of “1 YEAR” on the frequency of future stockholder advisory votes on the compensation of named executive officers.
|
Question:
|
How may I cast my vote?
|
Answer:
|
If you are a registered holder of our common stock, meaning that your shares are registered with our transfer agent in your name, you have three options for submitting your vote before the meeting: via the Internet, by telephone or by mail. If you have Internet access, we encourage you to record your vote on the Internet. If you hold your shares in your name as a registered holder, you may also submit your vote in person at the Annual Meeting.
|
Question:
|
May I cast my vote in person?
|
Answer:
|
Yes. If you are the registered holder of the shares, you can vote in person by coming to the Annual Meeting. However, if you hold your shares in street name or you are a representative of an institutional stockholder, you must bring a legal proxy from the organization that is the registered holder of the shares authorizing you to vote the shares you intend to vote at the Annual Meeting.
|
Question:
|
May I cast my vote over the Internet, by telephone or by mail?
|
Answer:
|
Voting Alternatives:
|
•
|
over the Internet at
www.proxyvote.com,
by following the instructions for Internet voting on the Notice or Proxy Card mailed to you
;
|
•
|
by phone, by dialing 1-800-690-6903 and following the instructions for voting by phone on the Notice or Proxy Card mailed to you;
|
•
|
by requesting, completing and mailing in a paper proxy card, as outlined in the Notice.
|
Question:
|
May I revoke or change my vote?
|
Answer:
|
Yes. You may revoke your proxy at any time until it is voted. You may also revoke your proxy by voting in person at the Annual Meeting. If you hold shares in street name, you must contact your brokerage firm or bank to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the meeting.
|
Question:
|
Do I have to do anything if I plan to attend the Annual Meeting in person?
|
Answer:
|
No, we believe physical space at the Annual Meeting location will be sufficient to accommodate our normal attendance of this event.
|
Question:
|
Who will count the votes?
|
Answer:
|
The Company has hired a third party, Broadridge Financial Solutions, Inc., to tabulate votes cast by proxy and an inspector of elections will be present at the Annual Meeting to tabulate the final vote results.
|
Question:
|
What happens if the Annual Meeting is adjourned or postponed?
|
Answer:
|
Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.
|
Question:
|
How are votes counted?
|
Answer:
|
With regard to the election of directors, the
two
nominees who receive the greatest number of “FOR” votes will be elected to the Board. Stockholders are not entitled to cumulate votes. Votes against a candidate, votes withheld and abstentions have no legal effect in the election of directors. For the other proposals presented at the Annual Meeting to be approved, the matter must be approved by the affirmative vote of a majority of the votes cast at the Annual Meeting, in person or by proxy. However, one of the three alternatives for the frequency of stockholder advisory votes on executive compensation must receive the affirmative vote of a majority of the votes cast, either in person or by proxy for such frequency alternative to be approved. If none of “One,” “Two” or “Three” years achieves such a majority, none of the alternatives will be approved; however, the Company would nevertheless consider the results of voting on the advisory resolution in determining how often to submit an advisory resolution regarding executive compensation to a stockholder vote. Additionally, the vote for the frequency of stockholder vote on executive compensation and the approval of the compensation of our named executive officers is each advisory and non-binding in nature and cannot overrule any decisions made by the Board of Directors
|
Question:
|
What is the deadline for voting?
|
Answer:
|
The deadline for voting by telephone or through the Internet is 11:59 p.m. Eastern Daylight Time on
July 12, 2017
. If you hold your shares in street name, please check the information you received from your brokerage firm, bank, dealer, or other similar organization for the voting deadline. If you plan to attend the Annual Meeting and to cast your vote in person, the polls will remain open until they are closed during the Annual Meeting on
July 13, 2017
. If you hold your shares in street name, you will need to bring the required paperwork in order to vote in person at the Annual Meeting. Please see the answer to the question “May I cast my vote in person?” above for more information.
|
Question:
|
How can I find the results of the Annual Meeting?
|
Answer:
|
Preliminary results will be announced at the Annual Meeting and final results will be published in a Form 8-K filed shortly after the meeting.
|
Question:
|
How can I communicate with the Board of Directors?
|
Answer:
|
Stockholders may communicate with members of the Company’s Board of Directors by mail addressed to the full Board, a specific member of the Board or to a particular committee of the Board at Maxwell Technologies, Inc., c/o Corporate Secretary, 3888 Calle Fortunada, San Diego, California 92123.
|
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience |
Richard Bergman, 53
(Class III) |
|
Mr. Bergman was appointed as a Class III director in May 2015. He serves on the Strategic Alliance Committee and the Compensation Committee. Mr. Bergman is president and chief executive officer of Synaptics, Inc., a leading developer of human interface solutions for intelligent devices. He joined Synaptics in 2011, after serving in a series of senior executive positions with AMD, where he was senior vice president and general manager of AMD’s Product Group from May 2009 to September 2011, and senior vice president and general manager of AMD’s Graphics Product Group (GPG) from October 2006 to May 2009. Prior to AMD, he held other senior management positions in the technology industry at S3 Graphics, Texas Instruments and IBM.
Individual Experience: Mr. Bergman’s expertise comes from a career of managing multi-national companies, including in the developing growth markets and related to corporations undergoing restructuring initiatives. Mr. Bergman’s personal experience with critical human resources and compensation-related matters provides unique insight into such practices. |
John Mutch, 60
(Class III) |
|
On April 13, 2017, the Board of Directors appointed Mr. Mutch to serve as a Class III director, effective immediately. Mr. Mutch is the founder and managing partner of MV Advisors LLC, a diversified investment firm which provides focused investment and operational guidance to both private and public companies founded in 2006. Mr. Mutch is a technology industry executive with more than 20 years of experience. From 2003 to 2005, he served as the president and chief executive officer of Peregrine Systems Inc. and successfully restructured the company, culminating in the sale of Peregrine to Hewlett-Packard (HP). From 1999 to 2002, he served as chief executive officer of HNC Software Inc., where he served initially as vice president of marketing and corporate development from 1997 to 1998 and then as president of HNC Software Inc. Insurance Solutions from 1998 to 1999. In his earlier career, Mr. Mutch served a variety of positions, including with Microsoft Corporation. Mr. Mutch is currently the chairman of the board of Aviat Networks, a global provider of microwave networking solutions. He currently also serves on the board of Agilysys, Inc. and previously served on the board of Quantum Corporation.
Individual experience: Mr. Mutch been an executive and investor in the technology industry for over 30 years and has a long, sustained track record of creating shareholder value. He has been a public and private company chief executive officer leading companies to significant revenue growth and profitability improvement. Mr. Mutch has served on the board of directors of numerous public and private companies. |
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
|
Franz Fink, 55
(Class I)
|
|
Dr. Fink joined Maxwell as President and Chief Executive Officer effective as of May 1, 2014. Immediately prior to joining Maxwell, Dr. Fink was an independent business consultant, assisting companies in the industrial and automotive markets with business optimization and growth initiatives. From 2006 to 2012, Dr. Fink served as president and chief executive officer of Gennum Corp., a leading supplier of high-speed analog and mixed-signal semiconductors for the optical communications, networking, and video broadcast markets that was listed on the Toronto Stock Exchange before being acquired by Semtech Corp. in March 2012. From 2003 to 2006, Dr. Fink was senior vice president and general manager of the Wireless and Mobile Systems Group of Austin, Texas-based Freescale Semiconductor, Inc. From 1991 through 2003, Dr. Fink held a series of senior management positions in the Semiconductor Products Sector of Motorola Corp. in Germany, the United Kingdom and the United States. Dr. Fink holds a doctorate in natural sciences from the department of computer-aided design and a master’s degree in computer science and electrical engineering from the Technical University of Munich, Germany.
Individual experience: Dr. Fink is a seasoned technology executive with an established track record of bringing innovative products to the automotive, telecommunications and other global markets. Further, his broad experience in international business operations in addition to his advanced technical education background make him qualified to serve as a director. |
Steven Bilodeau, 58
(Class I) |
|
Mr. Steve Bilodeau was appointed as a Class I director in May of 2016 and has been elected to serve as Chairperson of the Board effective as of the 2017 Annual Shareholder Meeting. He also serves as member of the Audit Committee, the Strategic Alliance Committee, the Compensation Committee and the Governance and Nominating Committee. Mr. Bilodeau was chief executive officer of Standard Microsystems Corporation (SMSC) from 1999–2008 where he also served as chairman from 2000-2012. Mr. Bilodeau currently serves as a director of Cohu, Inc., and is a member of the audit, compensation, and governance & nominating committees as well as serves as the chair of the compensation committee. He has also previously served as a director of NuHorizons Electronic Corp., Conexant Systems Inc., and Gennum Corporation.
Individual experience: Mr. Bilodeau’s extensive experience including more than thirty years of general management and operations experience, as well as extensive experience serving on public company boards make him a valuable resource and sounding board as we continue to pursue new avenues for growth in international markets and further qualifies him to serve as a director. |
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
|
Burkhard Goeschel, 71
(Class II) |
|
Dr. Goeschel was appointed a Class II director in February 2007. He serves as Chairperson of the Strategic Alliance Committee and is also a member of the Governance and Nominating Committee. Since January 2013, he has been senior advisor with Roland Berger Strategy Consultants, a leading global strategy consultancy. From 2007 through 2012, he was chief technology officer of MAGNA International, a leading global supplier of technologically advanced automotive systems, components and complete modules. From 2000 until his retirement in 2006, he was a member of the six-person management board of BMW Group, with overall responsibility for research, development and purchasing. Before beginning his career with BMW in 1978, he spent two years as a group leader for engine product development with Daimler Benz. He is an honorary professor of the Technical University in Graz, Austria, holds an honorary doctorate from the Technical University of Munich and is senator and a member of the university’s management board and a trustee of its Institute for Advanced Studies. Further, he is honorary president of the German Research Association for Internal Combustion Engines, is a member of the Council for Technical Sciences of the Union of German Academies of Sciences and Humanities and was general chairperson of the Society of Automotive Engineers 2006 World Congress. In January 2013, Dr. Goeschel was honored by the State of Austria with the Great Golden Cross of the State of Austria.
Individual experience: Dr. Goeschel’s global automotive industry experience, breadth of knowledge concerning the international marketplace, and prior experience at BMW Group and MAGNA International, in addition to a strong technical background and his deep view into the strategic developments of the automotive industry from his experience as a senior advisor with Roland Berger Strategy Consultants, make him further qualified to serve as a director. |
Jörg Buchheim, 49
(Class II) |
|
Mr. Jörg Buchheim was appointed as a Class II director in July 2016 and serves on the Strategic Alliance Committee. Mr. Buchheim has been the president and CEO of INALFA Roof Systems B.V., a top 3 global supplier of vehicle roof systems located in Europe, since July 2016 and previously served as senior vice president and chief sales officer of Maxwell from March 2016 to June 2016. From 2002 through 2015 he worked at HELLA KGaA Hueck & Co. in a series of senior sales and management positions, including as president and chief executive officer of HELLA China and a member of the HELLA Group Management Board based out of Shanghai. He previously served as HELLA’s global key account manager for Indian OEMs and Hyundai/Kia as well as vice president sales and marketing for Shanghai, China. Prior to joining HELLA, Buchheim worked in European key account sales for Mitsubishi Electric and in project management for Spoerle / Arrow. Mr. Buchheim studied electrical engineering at the University of Applied Sciences in Düsseldorf and graduated with a diploma thesis focused on hybrid vehicles which he completed at the BMW Group Research and Innovation Center.
Individual experience: Dr. Buchheim’s extensive experience as a senior executive of numerous companies, including his current position as chief executive officer of an automotive systems company, global automotive industry experience and breadth of knowledge concerning the international marketplace, including his extensive business experience and know-how to establish and grow business in the Chinese market, combined with his extensive network in China, make him further qualified to serve as a director. |
Ilya Golubovich, 31
(Class II)
|
|
Mr. Golubovich was appointed as a Class II director in May 2017. Mr. Golubovich is the founding partner of I2BF Global Ventures, a New York based venture capital group focused on early stage technology investments with $400 million under management. I2BF’s portfolio includes over 30 companies working in cleantech, biotechnology, materials science, IT and space technology sectors. He is a member of the board of directors of Nesscap Energy, Inc.; Dauria Aerospace, Russia’s first private space company; Solix Biosystems, a Colorado-based biotechnology corporation focused on micro-algae research and cultivation; and Primus Power, a Silicon Valley based developer and producer of advanced flow batteries. Mr. Golubovich is also a member of the Venture Advisory Council and Mentorship Board of the Skolkovo Foundation as well as the Advisory Council of the Physics and Astronomy Department of Johns Hopkins University. He formerly worked at the Energy Department of the London office of Louis Dreyfus in commodity trading and as a project manager at the Siberian Internet Company (Sibintek). He holds an industrial engineering degree from Stanford University.
Individual experience: Mr. Golubovich’s broad and varied experience in advising and overseeing companies in the technology sectors, including, notably, his experience with a former ultracapacitor company, along with his expansive geographical exposure to these industries and opportunities make him further qualified to serve as a director. |
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience |
Robert Guyett, 80
(Class III) |
|
Mr. Guyett was appointed a Class III director in January 2000, and served as Chairperson of the Board from May 2010 to May 2011, and also from May 2003 until May 2007. He serves as the Chairperson of the Audit Committee. Since 1995, he has been president and chief executive officer of Crescent Management Enterprises LLC, a consulting firm that provides financial management and investment advisory services. From 1990 to 2013, he was a director and chairperson of the audit committee of Newport Corp., a public company which is a supplier of products and systems to the semiconductor, communications, electronics, research and life science markets. Until December 21, 2014, Mr. Guyett served as a director and the treasurer of the Christopher and Dana Reeve Foundation and currently serves on the board of a privately-held company. From 1991 to 1995, he was a director and chief financial officer of Engelhard Corp and from 1987 to 1991, he was a director and chief financial officer of Fluor Corporation.
Individual experience: Mr. Guyett, with his experience in various senior leadership positions, including chief financial officer, as well as his extensive familiarity in international operations and his demonstrated leadership on the boards of several other companies provides the Company with broad insight into financial and operational matters. |
Yon Yoon Jorden, 62
(Class III) |
|
Ms. Jorden was appointed a director in Class III in May 2008. She serves as the Chairperson of the Compensation Committee and is also a member of the Audit Committee and the Governance and Nominating Committee, the latter of which she has previously served on as chairperson. During a business career spanning more than 25 years, she has served as chief financial officer of four publicly traded companies, most recently as executive vice president and chief financial officer of AdvancePCS, a $16 billion Nasdaq-listed provider of pharmacy benefits management to more than 75 million health plan participants, from 2002 to 2004. Previously she was chief financial officer of Informix, a Nasdaq-listed technology company, Oxford Health Plans, a Nasdaq-listed provider of managed health care services, and WellPoint, Inc., a NYSE-listed managed care company. Earlier in her career she was a senior auditor with Arthur Andersen & Co., where she became a certified public accountant. She also currently serves as a director of Methodist Health System, a Texas-based hospital system, and Capstone Turbine Corporation, a clean technology manufacturer of microturbine energy systems. She has also served as a director and chairperson of the audit committee of Magnatek, Inc., a Nasdaq-listed manufacturer of digital power control systems, U.S. Oncology, a leading oncology services company, and BioScrip, a Nasdaq-listed national provider of infusion and home care management solutions, where she also served as a member of the compensation committee.
Individual experience: Ms. Jorden’s extensive experience as both a chief financial officer as well as a board member, including multiple audit committee chairmanship positions, of public companies in various industries provides her with a tremendous depth of knowledge into financial, operational and Board oversight matters and the financial expertise required for our Audit Committee. Ms. Jorden is a board leadership fellow of the National Association of Corporate Directors, demonstrating her commitment and leadership as a board member. |
Name and Age
|
|
Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience |
Roger Howsmon, 72
(Class I) |
|
Mr. Howsmon was appointed a Class I director in May 2008. He serves as Chairperson of the Governance and Nominating Committee and is also a member of the Compensation Committee. Since April 2013, Mr. Howsmon has been the chief operating officer of Wheatridge Manufacturing, a company specializing in the engineering, design and manufacturing of cabover trucks. From 2010 to 2013, Mr. Howsmon was the senior advisor to the president and chief executive officer of Blue Bird Corporation, one of the world’s leading bus manufacturers, which is privately held by Cerberus Capital Management. From 2007 to 2010, he served as the senior vice president and chief marketing officer of Blue Bird Corporation. Prior to this, Mr. Howsmon, as executive vice president, led the manufactured housing group of Fleetwood Enterprises, and before that, was chairperson and chief executive officer of Global Promo Group, an international marketer of promotional products. Earlier in his career, he held a series of senior management positions in the diesel engine industry, as vice president for North American distribution for Cummins Engine Company and president of Perkins Engines, and then five years as general manager of Peterbilt Motors, a leading manufacturer of medium and heavy duty trucks. He formerly served as a director of Aura Systems, Inc., a manufacturer of mobile power solutions and he currently serves on the boards of two privately held companies. Mr. Howsmon has tendered his resignation from the Board effective as of immediately following the Annual Meeting.
Individual experience: Mr. Howsmon’s extensive experience as a senior executive of numerous companies and his broad-based international and domestic background in the areas of sales, marketing, manufacturing and distribution make him further qualified to serve as a director. |
David Schlotterbeck, 70
(Class II) |
|
Mr. Schlotterbeck was appointed as a Class II director in May 2013 and was elected Chairperson of the Board in June 2016. He also serves on the Audit Committee, the Strategic Alliance Committee, the Compensation Committee and the Governance and Nominating Committee. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Aperio Technologies, Inc., a provider of digital pathology solutions, beginning in 2011 until its sale to Danaher Corporation in March of 2013. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Carefusion, a global medical technology company that was spun-off from Cardinal Health, a diversified health service company, from 2009 until his retirement in 2011. Prior to the spinoff, beginning in 2008, he served as vice chairman of Cardinal Health, and, beginning in 2006, he served as chief executive officer of Cardinal Health’s Clinical and Medical Products business. He was previously president and chief executive officer of Alaris Medical Systems and Vitalcom, Inc., and he was previously president and chief operating officer of Pacific Scientific Company and Nellcor, Inc. Mr. Schlotterbeck is a graduate of the General Motors Institute with a bachelor’s of science degree in electrical engineering. He also holds a master’s of science degree in electrical engineering from Purdue University. Mr. Schlotterbeck currently serves on the board of Velano Vascular, a company developing and selling needle free blood draw devices, and Holonis, an online marketing platform provider, as well as the American Heart Association. He also served as a member of the board of directors of Virtual Radiologic Corporation beginning in 2008 until its sale in 2010. Until 2016, he served as a director of the board and chairman of the compensation and CEO search committees of Juniper Networks, a leading technology company selling products and services for high-performance networks. Mr. Schlotterbeck has tendered his resignation from the Board effective as of immediately following the Annual Meeting.
Individual experience: Mr. Schlotterbeck’s experience as a chief executive officer, including both his experience with strategic business collaborations as well as complex human resources and compensation-related matters, and as a board member of several public companies provides a history of experience in management and corporate governance leadership, and makes him further qualified to serve as a director. |
|
|
2016
|
|
2015
|
||||
Audit fees
|
|
$
|
756
|
|
|
$
|
848
|
|
Audit-related fees
|
|
10
|
|
|
9
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
766
|
|
|
$
|
857
|
|
(1)
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
Non-Employee Directors:
|
|
|
|
|
|
|
|
Strategic Alliance
|
Name of Director
|
|
Audit
(1)
|
|
Compensation
(1)
|
|
Governance
(1)
|
|
|
Richard Bergman
|
|
|
|
X
|
|
|
|
X
|
Steven Bilodeau
|
|
X
|
|
X
|
|
X
|
|
X
|
Jörg Buchheim
|
|
|
|
|
|
|
|
X
|
Burkhard Goeschel, Ph.D.
|
|
|
|
|
|
X
|
|
X*
|
Robert Guyett
|
|
X*
|
|
|
|
|
|
|
Roger Howsmon
|
|
|
|
X
|
|
X*
|
|
|
Yon Yoon Jorden
|
|
X
|
|
X*
|
|
X
|
|
|
David Schlotterbeck
|
|
X
|
|
X
|
|
X
|
|
X
|
•
|
The Compensation Committee retains a degree of discretion with respect to our annual short-term incentive bonus program, and uses multiple performance objectives in that program, which minimizes the risk that might be posed by the short-term variable component of our compensation programs;
|
•
|
The long-term incentive component of our compensation program, which includes the grant of restricted stock with service and performance-based vesting conditions, provides employees with an incentive to increase the value of our stock while also exposing them to downside risk, thereby encouraging behaviors that support sustainable value creation; and
|
•
|
The annual incentive bonus and long-term incentive components of our compensation program are subject to maximum achievement levels, thereby limiting the amount of these compensation components that can be earned by our executive officers. Typically, the maximum that can be earned under the annual incentive bonus program is 150% of targeted bonus compensation, and for long-term incentive awards, the maximum awards that can be earned are 200% of targeted equity compensation.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards
(9)
($)
|
|
Total ($)
|
|||
Richard Bergman
|
|
60,500
|
|
(1)
|
84,999
|
|
(10)
|
145,499
|
|
Steven Bilodeau
|
|
43,708
|
|
(2)
|
84,999
|
|
(11)
|
128,707
|
|
Burkhard Goeschel, Ph.D.
|
|
66,250
|
|
(3)
|
84,999
|
|
(12)
|
151,249
|
|
Robert Guyett
|
|
67,500
|
|
(4)
|
84,999
|
|
(13)
|
152,499
|
|
Roger Howsmon
|
|
63,000
|
|
(5)
|
84,999
|
|
(14)
|
147,999
|
|
Yon Yoon Jorden
|
|
73,000
|
|
(6)
|
84,999
|
|
(15)
|
157,999
|
|
Mark Rossi
|
|
56,000
|
|
(7)
|
84,999
|
|
(16)
|
140,999
|
|
David Schlotterbeck
|
|
94,500
|
|
(8)
|
84,999
|
|
(17)
|
179,499
|
|
(1)
|
Mr. Bergman is a member of the Strategic Alliance Committee and the Compensation Committee.
|
(2)
|
Mr. Bilodeau joined the Board in May 2016 and became a member of the Audit Committee, Strategic Alliance Committee, Compensation Committee and Governance and Nominating Committee in June 2016. This amount is prorated to reflect his service during 2016.
|
(3)
|
Dr. Goeschel is the Chairperson of the Strategic Alliance Committee and a member of the Governance and Nominating Committee.
|
(4)
|
Mr. Guyett is the Chairperson of the Audit Committee.
|
(5)
|
Mr. Howsmon is the Chairperson of the Governance and Nominating Committee and a member of the Compensation Committee.
|
(6)
|
Ms. Jorden is the Chairperson of the Compensation Committee and a member of the Audit Committee and the Governance and Nominating Committee.
|
(7)
|
Mr. Rossi ended his term as a member of the Board in June 2016. During 2016 he had served as the Chairperson of the Board and was also a member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee.
|
(8)
|
Mr. Schlotterbeck is the Chairperson of the Board and is also a member of the Audit Committee, Strategic Alliance Committee, Compensation Committee and Governance and Nominating Committee.
|
(9)
|
The amounts in this column represent the grant date fair value of equity awards granted during the year ended December 31,
2016
. The amounts for each director, excluding Mr. Bilodeau, consist of 16,732 restricted stock units granted to each of the directors on February 18, 2016 with a grant date fair value of $84,999 per director. Mr. Bilodeau’s grant consists of 16,569 restricted stock units granted on June 15, 2016 with a grant date fair value of $84,999.
|
(10)
|
As of December 31,
2016
, Mr. Bergman held
16,732
unvested restricted stock units.
|
(11)
|
As of December 31,
2016
, Mr. Bilodeau held 16,569 unvested restricted stock units.
|
(12)
|
As of December 31,
2016
, Dr. Goeschel held 10,000 stock options, all of which were vested and exercisable, and
16,732
unvested restricted stock units.
|
(13)
|
As of December 31,
2016
, Mr. Guyett held
16,732
unvested restricted stock units.
|
(14)
|
As of December 31,
2016
, Mr. Howsmon held
16,732
unvested restricted stock units.
|
(15)
|
As of December 31,
2016
, Ms. Jorden held
16,732
unvested restricted stock units.
|
(16)
|
Due to the end of Mr. Rossi’s term as a member of the Board in June 2016, the vesting of the
16,732
restricted stock units granted on February 18, 2016 was accelerated.
|
(17)
|
As of December 31,
2016
, Mr. Schlotterbeck held
16,732
unvested restricted stock units.
|
|
Beneficial Ownership
|
|||||
Name and Address of 5% or Greater Beneficial Ownership
|
Number of Shares
(1)
|
|
|
Percentage of Total
(2)
|
||
Nesscap Energy, Inc.
|
3,070,703
|
|
(3)
|
|
8.33
|
%
|
40 King Street West, Suite 5800, Toronto, Ontario M5H 3S1, Canada
|
|
|
|
|
||
BlackRock Inc.
|
2,062,052
|
|
(4)
|
|
5.59
|
%
|
55 East 52nd Street, New York, NY 10055
|
|
|
|
|
||
Neuberger Berman Group LLC
|
1,954,239
|
|
(5)
|
|
5.30
|
%
|
605 Third Avenue, New York, NY 10158
|
|
|
|
|
||
|
Beneficial Ownership
|
|||||
Beneficial Ownership of Directors and Officers
|
Number of
Shares (1) |
|
|
Percentage of
Total (2) |
||
Franz Fink
|
315,014
|
|
(6)
|
|
*
|
|
David Lyle
|
51,490
|
|
(7)
|
|
*
|
|
Chris Humphrey
|
6,284
|
|
(8)
|
|
*
|
|
Rick Bergman
|
27,995
|
|
(9)
|
|
*
|
|
Steven Bilodeau
|
16,569
|
|
(10)
|
|
*
|
|
Jörg Buchheim
|
15,653
|
|
(11)
|
|
*
|
|
Burkhard Goeschel, Ph.D.
|
121,843
|
|
(12)
|
|
*
|
|
Ilya Golubovich
|
374,050
|
|
(13)
|
|
1.01
|
%
|
Robert Guyett
|
135,510
|
|
(14)
|
|
*
|
|
Roger Howsmon
|
85,843
|
|
(15)
|
|
*
|
|
Yon Yoon Jorden
|
87,843
|
|
(16)
|
|
*
|
|
John Mutch
|
—
|
|
|
|
—
|
|
David L. Schlotterbeck
|
75,830
|
|
(17)
|
|
*
|
|
All current directors and executive officers as a group (12 persons)
|
1,307,640
|
|
(18)
|
|
3.54
|
%
|
*
|
Less than one percent.
|
(1)
|
Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or filings with the SEC. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable.
|
(2)
|
Shares of common stock subject to options that are currently exercisable or exercisable within 60 days and restricted stock units settling within 60 days of
May 17, 2017
are deemed outstanding for computing the percentage of the person holding such options or awards but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on
36,883,436
shares of common stock outstanding on
May 17, 2017
.
|
(3)
|
Information regarding this beneficial owner has been obtained solely from information provided by Nesscap Energy, Inc.
|
(4)
|
Information regarding this beneficial owner has been obtained solely from a review of the Schedule
13G
filed with the SEC by
BlackRock Inc.
on
January 30, 2017
.
|
(5)
|
Information regarding this beneficial owner has been obtained solely from a review of the Schedule
13G/A
filed with the SEC by
Neuberger Berman Group LLC
on
February 14, 2017
.
|
(6)
|
Consists of (a)
265,930
shares of common stock held directly; and (b) options to purchase
49,084
shares of common stock.
|
(7)
|
Consists of (a)
34,716
shares of common stock held directly; and (b) options to purchase
16,774
shares of common stock.
|
(8)
|
Consists of (a)
6,284
shares of common stock held directly. This beneficial ownership information is based on the last Form 4 that the Company filed on behalf of Mr. Humphrey.
|
(9)
|
Consists of
27,995
shares of common stock held directly.
|
(10)
|
Consists of
16,569
shares of common stock held directly.
|
(11)
|
Consists of
15,653
shares of common stock held directly.
|
(12)
|
Consists of (a)
111,843
shares of common stock held directly and (b) options to purchase
10,000
shares of common stock.
|
(13)
|
Consists of 374,050 shares of common stock held directly by I2BF Energy Limited, a wholly-owned subsidiary of I2BF Venture Partners, Ltd. of which Mr. Golubovich is a director and exercises investment and dispositive control. Arbat Capital Group Limited (“Arbat”) holds 626,785 shares of common stock. Mr. Golubovich is also a director of Arbat and a beneficiary of Global Vision Investments Foundation, which owns approximately 90% of the ownership interest in Arbat. Mr. Golubovich disclaims beneficial ownership of the common stock held by Arbat except to the extent of his pecuniary interest therein
and such shares are excluded from the calculation of shares held by Mr. Golubovich in the table above.
|
(14)
|
Consists of
135,510
shares of common stock held in the Guyett Family Trust.
|
(15)
|
Consists of (a) 82,843 shares of common stock held directly and (b) 3,000 shares of common stock held by an IRA.
|
(16)
|
Consists of 87,843 shares of common stock held by a revocable family trust.
|
(17)
|
Consists of 75,830 shares of common stock held directly.
|
(18)
|
Includes options to purchase 75,858 shares of common stock which are currently exercisable or are exercisable within 60 days of
May 17, 2017
.
|
•
|
The 2013 Plan initially authorized the issuance of up to an aggregate of 3,207,298 shares of common stock of the Company.
|
•
|
On May 22, 2015, stockholders approved an amendment to increase the total number of shares that can be issued under the plan by 1,500,000 from 3,207,298 shares to 4,707,298 shares.
|
•
|
On June 15, 2016, stockholders approved an amendment to increase the total number of shares that can be issued under the plan by 2,400,000 from 4,707,298 shares to 7,107,298 shares.
|
•
|
On May 11, 2017, the Board amended the 2013 Plan, subject to stockholder approval, to increase the total number of shares that can be issued under the plan by 1,500,000 from 7,107,298 shares to 8,607,298 shares and to increase the annual participant limits in Section 3.5 of the 2013 Plan as described below in “Eligibility”. As part of these amendments, the Board also amended the 2013 Plan to prohibit payment of dividends on unvested awards.
|
•
|
On March 2, 2017, our Compensation Committee approved the grant of 276,000 market stock units (“MSUs”) to our Chief Executive Officer. Due to the current annual limitation on the number of RSUs that may be granted to any participant in a calendar year, 118,000 of these MSUs are subject to stockholder approval of this Proposal 3.
|
•
|
There were
2,738,079
shares of common stock issued upon exercise of stock options, settlement of restricted stock units, or that have vested under restricted stock awards and become non-forfeitable.
|
•
|
There were
364,171
shares subject to issuance upon exercise of outstanding options at a weighted average share price of
$8.38
per share and a weighted average remaining life of
6.1
years.
|
•
|
There were
30,788
shares subject to unvested restricted stock awards and
2,870,094
shares subject to outstanding restricted stock unit awards.
|
•
|
There were approximately
2,281,086
shares of common stock available for future issuance under the 2013 Plan.
|
(1)
|
Of the 568,069 restricted stock unit awards granted to our executive officers and directors, 223,808 were granted with vesting based on the level of our Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 200% of the target number of MSUs granted. The number of award shares disclosed is based upon the maximum achievement of 200% of target.
|
(2)
|
Of the 1,024,935 restricted stock unit awards granted to employees who were not executive officers, 329,538 were granted with vesting based on the level of our Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 200% of the target number of MSUs granted. The number of award shares disclosed is based upon the maximum achievement of 200% of target.
|
|
|
Years Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Total options granted
|
|
—
|
|
|
321,844
|
|
|
—
|
|
Time-based RSAs granted
|
|
—
|
|
|
—
|
|
|
255,600
|
|
Time based RSUs granted
|
|
993,434
|
|
|
614,167
|
|
|
138,891
|
|
Performance RSAs and RSUs earned and released
|
|
15,254
|
|
|
—
|
|
|
—
|
|
Total dilution
|
|
1,008,688
|
|
|
936,011
|
|
|
394,491
|
|
Weighted average basic common shares outstanding
|
|
31,869,858
|
|
|
30,715,580
|
|
|
29,216,391
|
|
|
|
|
|
|
|
|
|||
Dilution*
|
|
3.2
|
%
|
|
3.0
|
%
|
|
1.4
|
%
|
3-Year Average Dilution
|
|
2.5
|
%
|
|
|
|
|
•
|
Reprice any outstanding stock awards under the 2005 Plan or 2013 Plan;
|
•
|
Cancel and re-grant outstanding stock awards under the 2005 Plan or 2013 Plan; or
|
•
|
Amend the terms of outstanding stock awards under the 2005 Plan or 2013 Plan to reduce the exercise price of outstanding options or cancel outstanding options in exchange for cash, other stock awards, or options with an exercise price that is less than the exercise price of the original options.
|
•
|
incentive and nonstatutory stock options to purchase shares of our common stock;
|
•
|
restricted share awards of our common stock, sometimes referred to simply as restricted stock;
|
•
|
restricted stock units; and
|
•
|
performance cash awards.
|
•
|
No participant in the 2013 Plan may be granted options during any calendar year covering more than 500,000 shares (an increase from 250,000 shares), except that a new employee may be granted options covering 700,000 shares in his or her initial year of employment (an increase from 500,000 shares).
|
•
|
No participant may be granted restricted stock and RSUs during any calendar year covering more than 500,000 shares (an increase from 250,000 shares).
|
•
|
The grant date fair value of stock awards granted to any non-employee director may not exceed $300,000 per calendar year, except that a new non-employee director may be granted stock awards with a grant date fair value not in excess of $400,000 in the year in which he or she is initially appointed to the board of directors. (This is a change from 30,000 shares per calendar year or 60,000 shares in the calendar year a non-employee director is initially appointed to the board of directors.) Stock awards granted in lieu of a non-employee directors’ cash compensation do not count towards this limitation nor do any awards granted to a non-employee director while he or she was an employee or consultant (if applicable).
|
•
|
No participant may be paid more than $2,500,000 in cash during any calendar year pursuant to performance cash awards (no increase).
|
•
|
with shares of common stock that the optionee already owns;
|
•
|
by an immediate sale of the option shares through a broker designated by us;
|
•
|
through a net exercise procedure;
|
•
|
with a full-recourse promissory note, to the extent permitted by applicable laws; or
|
•
|
by any other forms of legal consideration consistent with applicable laws, regulations, and rules.
|
l
|
Revenue
|
l
|
Cash flow per Share
|
l
|
Gross profit
|
l
|
Return on equity
|
l
|
Operating expenses
|
l
|
Return on assets
|
l
|
Earnings before interest, taxes, depreciation and amortization (EBITDA);
|
l
|
Return on capital
|
l
|
Operating income
|
l
|
Growth in assets
|
l
|
Income from operations;
|
l
|
Economic value added
|
l
|
Income before income taxes and minority interests
|
l
|
Share price performance
|
l
|
Net income
|
l
|
Total stockholder return
|
l
|
Net income per diluted Share
|
l
|
Improvement or attainment of expense levels
|
l
|
A change in accounts receivable or inventory, or a change in another combination of assets and/or liabilities
|
l
|
Market share or market penetration
|
l
|
Cash flow
|
l
|
Business expansion, and/or acquisitions or divestitures
|
•
|
the continuation, assumption, or substitution of a stock award by a surviving corporation or its parent company;
|
•
|
the cancellation of options, provided that participants be given an opportunity to exercise their awards prior to the closing of the transaction;
|
•
|
the acceleration of the vesting of a stock award followed by its termination prior to the closing of the transaction;
|
•
|
the cancellation of options in exchange for a payment equal to the excess, if any, of (a) the value of the property the participant would have received upon exercise of the vested portion of the stock option over (b) the exercise price otherwise payable in connection with the stock option; or
|
•
|
the cancellation of stock units in exchange for a payment equal to the value that the holder of each share of common stock receives in the transaction.
|
•
|
any person acquiring beneficial ownership of more than 50% of our total voting power;
|
•
|
the sale or disposition of all or substantially all of our assets; or
|
•
|
any merger or consolidation of the company where our voting securities represent 50% or less of the total voting power of the surviving entity or its parent.
|
•
|
materially increase the number of shares issuable thereunder;
|
•
|
materially expand the class of individuals eligible to receive stock awards;
|
•
|
materially increase the benefits accruing to participants or materially reduce the price at which common stock may be issued or sold;
|
•
|
materially extend its term;
|
•
|
expand the types of awards available for issuance; or
|
•
|
permit any transactions currently prohibited under the 2013 Plan to reprice outstanding stock awards.
|
Name and Position
|
|
Dollar Value
|
|
Number of Shares or RSUs
|
Franz Fink, Chief Executive Officer
|
|
—
|
|
118,000
(1)
|
|
|
$250,000
(2)
|
|
—
|
David Lyle, Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
|
—
|
|
—
|
Jörg Buchheim, Former Senior Vice President and Chief Sales Officer
|
|
—
|
|
—
|
Chris Humphrey, Former Vice President, Strategy, Marketing and Business Development
|
|
—
|
|
—
|
All current executive officers as a group (two persons)
|
|
$250,000
|
|
118,000
|
All current directors who are not executive officers as a group (ten persons)
|
|
—
|
|
—
|
All employees, including current officers who are not executive officers, as a group
|
|
—
|
|
—
|
(1)
|
Represents the portion of Dr. Fink’s 2017 MSU award that is subject to shareholder approval of this Proposal 3. Dr. Fink’s MSU award consists of 138,000 MSUs at target. The MSUs vest based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods, and the potential payout ranges from 0-200% of the target MSUs. 118,000 of the MSUs that may vest in the third performance period are subject to stockholder approval of this Proposal 3 and are reflected in the table above.
|
(2)
|
In 2016 our compensation committee approved annual incentive bonuses to certain of our employees, including our Chief Executive Officer, that were payable in cash or in shares of our common stock under the 2013 Plan. Subject to stockholder approval of this Proposal 3, we intend to pay Dr. Fink’s 2016 bonus of $250,000 in shares of our common stock as reflected in the table above. If stockholders do not approve this Proposal 3, we will pay Dr. Fink’s bonus in cash.
|
Name and Position
|
|
Number of Stock Options Granted (2016)
|
|
Number of
Restricted Stock Units Granted (2016) |
||
Franz Fink
President & Chief Executive Officer (1) |
|
—
|
|
|
250,000
|
|
David Lyle
Chief Financial Officer
(1)
|
|
—
|
|
|
115,563
|
|
Chris Humphrey
Former Vice President, Strategy, Marketing and Business Development
(1)
|
|
—
|
|
|
53,160
|
|
All current executive officers as a group (two persons)
|
|
—
|
|
|
365,563
|
|
Richard Bergman
|
|
—
|
|
|
16,732
|
|
Steven Bilodeau
|
|
—
|
|
|
16,569
|
|
Jörg Buchheim
|
|
—
|
|
|
15,653
|
|
Burkhard Goeschel, Ph.D.
|
|
—
|
|
|
16,732
|
|
Robert Guyett
|
|
—
|
|
|
16,732
|
|
Roger Howsmon
|
|
—
|
|
|
16,732
|
|
Yon Yoon Jorden
|
|
—
|
|
|
16,732
|
|
Mark Rossi
|
|
—
|
|
|
16,732
|
|
David Schlotterbeck
|
|
—
|
|
|
16,732
|
|
All current directors who are not executive officers as a group (ten persons)
|
|
—
|
|
|
132,614
|
|
All employees, including all current officers who are not executive officers, as a group
|
|
—
|
|
|
1,024,935
|
|
(1)
|
In January 2016, Dr. Fink, Mr. Lyle and Mr. Humphrey were granted 92,450, 38,521 and 17,720 restricted stock unit awards, respectively, at target, with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity. Due to a limit in our equity plan on the number of shares that may be granted in a year to any one employee, the maximum size of Dr. Fink’s award is less than 200% of target. The number of award shares included in this table is based upon maximum achievement. Mr. Humphrey resigned from employment on April 1, 2016.
|
•
|
Purchase rights granted to a participant may not permit such individual to purchase more than $25,000 worth of common stock (valued at the time each purchase right is granted) for each calendar year those purchase rights are outstanding at any time.
|
•
|
Purchase rights may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase stock representing 5% or more of the total combined voting power or value of all classes of stock of Maxwell or any of its affiliates.
|
•
|
No participant may purchase more than 50,000 shares of common stock on any purchase date.
|
Name
|
|
Age
|
|
Position(s)
|
Franz Fink
|
|
55
|
|
President, Chief Executive Officer and Director
|
David Lyle
|
|
53
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
Jörg Buchheim
|
|
49
|
|
Former Senior Vice President and Chief Sales Officer
|
Chris Humphrey
|
|
53
|
|
Former Vice President, Strategy, Marketing and Business Development
|
•
|
Dr. Franz Fink, President and CEO
|
•
|
David Lyle, Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
•
|
Jörg Buchheim, Former Senior Vice President, Chief Sales Officer
|
•
|
Christopher Humphrey, Former Vice President of Strategy, Marketing and Business Development
|
•
|
In 2016, we completed our 2015 restructuring plan to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align our cost structure with the business forecast and to improve our operational efficiency. As a result, we realized annual cost savings between $5 million and $6 million fully benefiting us by mid-2016. In February 2017, we announced an additional, smaller restructuring plan to implement a wide range of organizational efficiencies and cost reduction opportunities to better align our costs with near term revenue. We anticipate further annual cost savings between $2.5 million and $3 million as a result of the 2017 restructuring plan which we expect to be fully realized by mid-2017.
|
•
|
As part of our 2015 restructuring program, we completed the sale of substantially all of the assets and liabilities of our microelectronics product line in April 2016 for $22 million, bringing substantial funding to the Company to pursue our strategic imperatives.
|
•
|
Primarily as a result of our restructuring efforts completed during 2016, we reduced operating expenses to $58.9 million in 2016, from $68.0 million in 2015.
|
•
|
We maintained our cash, cash equivalents, and restricted cash balance, which was $25 million at both December 31, 2015 and December 31, 2016, and we carried no significant debt on these dates.
|
•
|
We continued to focus on introducing new products, winning new customers, developing new product applications, optimizing production capacity to meet anticipated future demand, reducing product costs, making capital investments to facilitate growth, and improving production processes.
|
•
|
Due primarily to changes in the subsidy program for the Chinese hybrid bus market which essentially required localization of product manufacturing, our revenues for 2016 decreased by approximately 28% from 2015. In order to reenter this market, in the first quarter of 2017, we entered into an agreement with a strategic partner in China to localize manufacturing of our product traditionally sold into this market.
|
•
|
In 2016, we made significant progress in developing and validating our differentiating, proprietary dry battery electrode technology for targeted use in the automotive and energy storage markets. In 2016, we signed a joint development agreement with a leading global automotive OEM as well as a global tier one automotive supplier on a proof-of-concept to develop and validate pilot-volume dry battery electrode performance.
|
•
|
As a cost savings measure in response to our decline in financial performance, no base salary adjustments were made in 2015, 2016 and 2017 for the CEO and the other named executive officers. The CEO has not received a salary increase since his appointment in 2014.
|
•
|
For 2015, no annual bonus plan was provided. For 2016, we reintroduced an annual incentive bonus opportunity for our employees based on our improved financial position from the prior year, payable in cash or stock, at the Company’s discretion. The program incentivized management to achieve specified financial performance goals and strategic objectives deemed key to the Company’s future success. The 2016 program was earned at the 50% attainment level based on actual achievement of the plan objectives.
|
•
|
For 2016, we implemented performance-based market stock units (MSUs) as part of the long term incentive plan which provides our NEOs with the opportunity to earn shares of our common stock based on the performance of our stock relative to the Nasdaq Composite Index over performance periods of up to three years. We believe these awards provide a direct link between executive compensation and stockholder value. Based on our stock performance for the 2016 performance period, the first tranche of the MSUs were earned at 13% of target.
|
•
|
The total long-term incentive grant value to the CEO in 2016 was composed of significant performance-based compensation, with 60% of the target value delivered in performance-based awards and 40% in service-based awards.
|
•
|
For all other named executive officers, the total target long-term incentive grant value was delivered 50% in performance-based awards and 50% in service-based awards.
|
•
|
While the CEO has outstanding performance-based equity awards granted in 2015 with financial performance targets based on 2017 financial goals at the time of grant, those targets are now considered non attainable. Performance-based awards granted to the CEO in 2014 with targets based on 2016 financial goals were not earned based on actual 2016 results. Further, the CEO received a stock award upon his appointment in 2014 containing a stock-price based performance goal, however, the performance period lapses on May 1, 2017 and none of the award will be earned.
|
•
|
93.7%
of the votes cast at our
2016
annual stockholders meeting voted to approve our
2016
advisory say-on-pay vote, demonstrating strong shareholder support for our executive compensation programs.
|
Target/Reported Value
|
|
2014
|
|
2015
|
|
2016
|
|
||||||
Base Salary
|
|
$
|
321,154
|
|
(1)
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Annual Bonus Target
|
|
333,333
|
|
(1)
|
500,000
|
|
(2)
|
500,000
|
|
|
|||
Long Term Incentive Grant Value per Summary Compensation Table
|
|
|
|
|
|
|
|
||||||
Service-based RSUs
|
|
587,600
|
|
|
375,003
|
|
|
533,437
|
|
|
|||
Stock Options
|
|
—
|
|
|
360,862
|
|
|
—
|
|
|
|||
Performance-based awards
|
|
805,000
|
|
(3)
|
749,998
|
|
(4)
|
973,186
|
|
(5)
|
|||
All Other Compensation
|
|
39,870
|
|
(7)
|
37,627
|
|
(8)
|
39,604
|
|
(9)
|
|||
Total Target/Reported Compensation
|
|
$
|
2,086,957
|
|
|
$
|
2,523,490
|
|
|
$
|
2,546,227
|
|
|
Realizable Value as of December 31, 2016
|
|
2014
|
|
2015
|
|
2016
|
|
||||||
Base Salary
|
|
$
|
321,154
|
|
(1)
|
$
|
501,948
|
|
|
$
|
501,923
|
|
|
Annual Bonus Earned
|
|
266,666
|
|
(1)
|
—
|
|
|
250,000
|
|
|
|||
Long Term Incentive as of December 31, 2016
|
|
|
|
|
|
|
|
||||||
Service-based RSUs
|
|
219,100
|
|
|
273,450
|
|
|
473,344
|
|
|
|||
Stock Options
|
|
—
|
|
|
—
|
|
(6)
|
—
|
|
|
|||
Performance-based awards
|
|
—
|
|
(3)
|
—
|
|
(4)
|
713,824
|
|
(5)
|
|||
All Other Compensation
|
|
39,870
|
|
(7)
|
37,627
|
|
(8)
|
39,604
|
|
(9)
|
|||
Total Realized or Realizable Compensation
|
|
$
|
846,790
|
|
|
$
|
813,025
|
|
|
$
|
1,978,695
|
|
|
Percentage of Target/Reported Value Realized or Realizable
|
|
41%
|
|
32%
|
|
78%
|
|
(1)
|
For 2014 base salary and annual bonus reflect a partial year based on a mid-year hire date.
|
(2)
|
No annual bonus plan opportunity was provided for 2015. This amount reflects the foregone target bonus opportunity.
|
(3)
|
In May 2014, the Company granted 50,000 market-condition restricted stock unit awards to the CEO with vesting upon the achievement of certain stock price thresholds. The stock price thresholds are not probable of achievement and these awards are considered unrealizable as of December 31, 2016. In October 2014, the Company granted 40,000 restricted stock unit awards, at target, to the CEO with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These targets were not achieved and these awards are unrealizable as of December 31, 2016.
|
(4)
|
In March 2015, the Company granted 102,319 restricted stock unit awards, at target, to the CEO with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These targets are not probable of achievement and these awards are considered unrealizable as of December 31, 2016.
|
(5)
|
In January 2016, the Company granted 92,450 performance-based market stock units, at target, to the CEO with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 120% of the grant target quantity. For 2016, only 13% of the target MSUs for the first performance period were earned, however, the remaining 13,425 target shares for the first performance period may still be earned based on performance over the three-year performance period. An additional 77,042 target MSUs for the second and third performance periods may also be realized. These awards are considered realizable in the table above as the Company cannot determine the probability of their achievement; however, achievement at target would require a significant improvement in the performance of the Company’s stock price relative to the Nasdaq Composite Index.
|
(6)
|
Stock options granted in 2015 are underwater as of December 31, 2016.
|
(7)
|
For 2014, this amount includes $10,461 in car allowance, $10,368 in health and welfare benefits, and $19,041 in housing and relocation.
|
(8)
|
For 2015, this amount includes $16,000 in car allowance, $17,795 in health and welfare benefits, and $3,832 in housing and relocation.
|
(9)
|
For 2016, this amount includes $16,000 in car allowance, $18,409 in health and welfare benefits and $5,195 in 401(k) matching contributions.
|
•
|
attracting, retaining, and motivating talented and experienced executives who are able to contribute to our long-term, sustainable success;
|
•
|
aligning the compensation of certain senior executives with our stockholders’ long-term interests by providing a large portion of compensation in various forms of Company equity;
|
•
|
rewarding executives whose knowledge, skills, and abilities demonstrably contribute to our success; and
|
•
|
incentivizing our executives to achieve clearly defined corporate goals.
|
•
|
American Science and Engineering
|
|
•
|
MTS Systems Corp.
|
•
|
Cognex Corp.
|
|
•
|
Novanta, Inc. (formerly GS1 Group, Inc.)
|
•
|
CTS Corp.
|
|
•
|
Park Electrochemical Corp.
|
•
|
Electro Scientific Industries, Inc.
|
|
•
|
Radisys Corp.
|
•
|
FormFactor, Inc.
|
|
•
|
Rudolph Technologies Inc.
|
•
|
II-VI, Inc.
|
|
•
|
SL Industries, Inc.
|
•
|
Key Tronic Corp.
|
|
•
|
Ultralife Corp.
|
•
|
Mercury Systems, Inc.
|
|
•
|
Ultratech, Inc.
|
•
|
Monolithic Power Systems Inc.
|
|
|
|
Compensation Element
|
|
Description
|
|
Compensation Objectives
|
|
Key Features
|
Base Salary
|
|
Sole fixed compensation element, paid in cash
|
|
Provides competitive fixed compensation to allow executives to focus on day to day duties and allows the Company to attract/retain top executive talent
|
|
Adjustments are based on level and responsibility scope, experience, skills, performance and similar positions within the Company and with similar companies
|
Compensation Element
|
|
Description
|
|
Compensation Objectives
|
|
Key Features
|
Annual Incentive Bonus
|
|
Short-term variable incentive compensation program, paid in cash or stock
|
|
Provides clearly defined short-term corporate, strategic and/or individual performance goals in coordination with our overall strategic plan
Rewards executives who demonstrably contribute to our success
|
|
Annual performance-based compensation, paid upon achievement of specified performance (financial & strategic) objectives
|
Equity Incentive Awards
|
|
Stock awards allowing participation in long-term appreciation of our stock value
|
|
Align our executives’ interests with our stockholders’ to drive increased long-term stock value
|
|
2016 grants consisted of restricted stock units (RSUs) and performance-based market stock units (MSUs)
Service-based RSUs focus on retention and ownership and generally vest over a four-year period, with 25% of the RSU award vesting on each anniversary of the grant date
MSUs focus on long term performance with awards vesting based upon the level of performance of the Company’s stock price compared with the Nasdaq Composite Index over one, two and three-year periods
|
CEO Strategic Performance Award
|
|
Additional incentive provided to CEO in 2016 to focus performance on key Company imperatives
|
|
Additional incentive provided to CEO to incentivize and reward on the execution and achievement of key strategic objectives to further secure the success of the Company
|
|
100% performance based RSUs focused on the achievement of strategic milestones
|
Employment Agreements and Related Benefits
|
|
Benefits provided either under individually negotiated employment agreements or plans of more general application
|
|
Minimize distractions to executives so that they are able to remain focused on executing our strategy
|
|
Cash severance, medical coverage, acceleration of vesting and similar benefits that protect against certain employment termination or change of control situations
|
Name
|
|
Principal Position
|
|
2015 Base Salary ($)
|
|
2016 Base Salary ($)
|
|
Percentage Increase
|
|||
Franz Fink
|
|
Chief Executive Officer and Director
|
|
500,000
|
|
|
500,000
|
|
|
—
|
%
|
David Lyle
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
|
375,000
|
|
|
375,000
|
|
|
—
|
%
|
Jörg Buchheim
|
|
Former Senior Vice President and Chief Sales Officer
|
|
—
|
|
|
375,000
|
|
|
N/A
|
|
Chris Humphrey
|
|
Former Vice President, Strategy, Marketing and Business Development
|
|
242,400
|
|
|
242,400
|
|
|
—
|
%
|
Performance Level
|
Revenue
(000’s) |
Adj. EBITDA
(000’s) |
Strategic Objectives
|
|||||
Threshold (50% payout)
|
$
|
132,000
|
|
$
|
5,600
|
|
3 of 6 goals
|
|
Target (100% payout)
|
$
|
155,000
|
|
$
|
8,000
|
|
4 of 6 goals
|
|
Maximum (150% payout)
|
$
|
194,000
|
|
$
|
15,700
|
|
6 of 6 goals
|
|
2016 Actual
(1)
|
$
|
121,000
|
|
$
|
(8,200
|
)
|
5 of 6 goals
|
|
Weighting
|
40
|
%
|
20
|
%
|
40
|
%
|
||
Payout Percentage
|
0
|
%
|
0
|
%
|
125
|
%
|
Executive
|
2016 Base Salary
|
Target bonus
(% of Base) |
Target Bonus
(in dollars) |
Actual
Bonus Earned |
|||||||
Franz Fink
|
$
|
500,000
|
|
100
|
%
|
$
|
500,000
|
|
$
|
250,000
|
|
David Lyle
|
$
|
375,000
|
|
60
|
%
|
$
|
225,000
|
|
$
|
112,500
|
|
Jörg Buchheim
(1)
|
$
|
375,000
|
|
60
|
%
|
$
|
312,000
|
|
$
|
—
|
|
Chris Humphrey
(2)
|
$
|
242,400
|
|
50
|
%
|
$
|
121,200
|
|
$
|
—
|
|
Named Executive Officer
|
|
Targeted Economic Value for 2016 ($)
|
|
|
Franz Fink
|
|
1,500,000
|
|
(1)
|
David Lyle
|
|
550,000
|
|
|
Jörg Buchheim
|
|
600,000
|
|
(2)
|
Chris Humphrey
|
|
230,000
|
|
(3)
|
(1)
|
The total grant value of $1,500,000 is comprised of the normal annual cycle award with a grant value of $1,200,000 (50% performance-based and 50% service-based) and a milestone-focused award with a grant date value of $300,000 (100% performance-based).
|
(2)
|
Mr. Buchheim’s employment with the Company terminated in June 2016 and no equity incentive compensation was granted to this NEO during 2016.
|
(3)
|
Mr. Humphrey’s award was cancelled when his employment terminated in April 2016.
|
|
|
Performance-based
MSUs and RSUs |
|
Service-based
RSUs |
CEO
|
|
60%
|
|
40%
|
Other Executive Officers
|
|
50%
|
|
50%
|
Named Executive Officers
|
|
Target Shares (#)
|
|
Maximum Shares (#)
|
|
||
Franz Fink
|
|
92,450
|
|
|
111,326
|
|
(1)
|
David Lyle
|
|
38,521
|
|
|
77,042
|
|
|
Chris Humphrey
|
|
17,720
|
|
|
35,440
|
|
|
(1)
|
Due to a limit in our equity plan on the number of shares that may be granted in a year to any one employee, the maximum size of Dr. Fink’s award is less than 200% of target.
|
•
|
any merger or consolidation in which we are not the surviving entity;
|
•
|
the sale of all or substantially all of our assets to any other person or entity;
|
•
|
the acquisition of beneficial ownership of a controlling interest in the outstanding shares of our common stock by any person or entity; or
|
•
|
an election of our Directors as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board of Directors.
|
•
|
A payment equal to one-half year of the participant’s base salary and target bonus payable in equal installments;
|
•
|
Prorated annual incentive bonus paid at actual achievement, if any, for year of termination; and;
|
•
|
Twelve (12) months of benefits continuation of health, dental and vision insurance coverage.
|
•
|
A lump sum payment equal to one year of the participant’s base salary and target bonus;
|
•
|
Prorated annual incentive bonus paid at target achievement for year of termination; and
|
•
|
Twelve (12) months of benefits continuation of health, dental and vision insurance coverage.
|
Position
|
|
Multiple of Base Cash*
|
CEO
|
|
4X
|
CFO, COO
|
|
2X
|
Non-employee Director
|
|
4X
|
(1)
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
Name and Principal Position
(1)
|
|
Year
|
|
Salary
(2)
($)
|
|
Stock Awards
(3)
($)
|
|
Option Awards
(3)
($)
|
|
Non-Equity Incentive Plan Compensation
(4)
($)
|
|
All Other Compensation ($)
|
|
Total
($)
|
||||||
Franz Fink, Ph.D.
President, Chief Executive Officer and Director
|
|
2016
|
|
501,923
|
|
|
1,506,623
|
|
|
—
|
|
|
250,000
|
|
|
39,604
|
|
(5)
|
2,298,150
|
|
|
2015
|
|
501,948
|
|
|
1,125,001
|
|
|
360,862
|
|
|
—
|
|
|
37,627
|
|
(5)
|
2,025,438
|
|
|
|
2014
|
|
321,154
|
|
|
1,392,600
|
|
|
—
|
|
|
266,666
|
|
|
39,870
|
|
(5)
|
2,020,290
|
|
|
David Lyle
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
|
|
2016
|
|
376,442
|
|
|
529,921
|
|
|
—
|
|
|
112,500
|
|
|
39,455
|
|
(6)
|
1,058,318
|
|
|
2015
|
|
244,304
|
|
|
457,593
|
|
|
92,054
|
|
|
—
|
|
|
24,053
|
|
(6)
|
818,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Jörg Buchheim
Former Senior Vice President and Chief Sales Officer
|
|
2016
|
|
100,185
|
|
|
84,996
|
|
|
—
|
|
|
—
|
|
|
45,508
|
|
(7)
|
230,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chris Humphrey
Former Vice President, Strategy, Marketing and Business Development
|
|
2016
|
|
58,078
|
|
|
243,769
|
|
|
—
|
|
|
—
|
|
|
7,416
|
|
(8)
|
309,263
|
|
|
2015
|
|
193,570
|
|
|
160,996
|
|
|
66,400
|
|
|
—
|
|
|
28,873
|
|
(8)
|
449,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Dr. Fink joined Maxwell as President and Chief Executive Officer, and was appointed a director in May 2014, therefore his 2014 compensation in the table above reflects only a partial year. Mr. Lyle joined Maxwell as Senior Vice President, Chief Financial Officer, Treasurer and Secretary in May 2015, therefore his 2015 compensation in the table above reflects only a partial year. Mr. Buchheim joined the Company in March 2016, resigned in June 2016, and was appointed as a director in July 2016, therefore his 2016 compensation in the table above reflects only a partial year as an executive officer as well as director compensation earned during the year. Mr. Humphrey joined Maxwell in September 2013, became a named executive officer in March 2015 and resigned in April 2016, therefore, compensation data is provided for 2015 and a partial year in 2016.
|
(2)
|
The amount of salary for Dr. Fink, Mr. Lyle and Mr. Humphrey reflects that 2016, 2015 and 2014 each contained 26 biweekly pay periods. Mr. Buchheim’s salary includes $72,185 earned as an executive officer and $28,000 of board fees earned as a non-employee director after his employment terminated.
|
(3)
|
The amounts in these columns represent the grant date fair value of the equity awards in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. See Note 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 1, 2017
for a discussion of all assumptions made by the Company in determining the values of its equity awards. The amount reported for Dr. Fink in 2014 is lower than the amount reported in prior years due to a correction related to market-condition restricted stock units; previously, these awards were reported at the value of the shares on the date of grant instead of the grant date fair value in accordance with FASB ASC Topic No. 718. Mr. Buchheim’s restricted stock unit awards were related to his service as a director and were granted subsequent to his resignation as an executive officer. The unvested restricted stock units awarded to Mr. Humphrey and his unvested option awards were canceled upon his resignation on April 1, 2016.
|
(4)
|
The amounts in this column reflect annual incentive bonus awards earned in the year reported by the named executive officers under our annual bonus plan, although the actual payment occurs in the subsequent year. At the Company’s discretion, our CFO’s 2016 annual incentive bonus award was settled in the form of a fully vested RSU award granted in March 2017. Our CEO’s 2016 annual incentive award will be paid in cash or stock as determined by the Compensation Committee. The 2014 annual incentive bonus awards were settled in cash in 2015.
|
(5)
|
For 2016, this amount includes $16,000 in car allowance, $18,409 in health and welfare benefits and $5,195 in 401(k) matching contributions. For 2015, this amount includes $16,000 in car allowance, $17,795 in health and welfare benefits and $3,832 in housing and relocation reimbursements. For 2014, this amount includes $10,461 in car allowance, $10,368 in health and welfare benefits and $19,041 in housing and relocation reimbursements.
|
(6)
|
For
2016
, this amount includes $16,000 in car allowance, $21,725 in health and welfare benefits and $1,729 in 401(k) matching contributions. For 2015, this amount includes $9,846 in car allowance and $14,207 in health and welfare benefits.
|
(7)
|
For
2016
, this amount includes $45,508 in housing and dependent education reimbursements.
|
(8)
|
For
2016
, this amount includes $7,416 in health and welfare benefits. For 2015, this amount includes $23,438 in health and welfare benefits and $5,435 in 401(k) matching contributions.
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(2)
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
(3)
|
||||||||||||||||
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|
||||||||||||||
Franz Fink
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,450
|
|
|
111,326
|
|
|
—
|
|
|
738,368
|
|
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,450
|
|
|
533,437
|
|
|
|
2/18/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,254
|
|
|
46,224
|
|
|
46,224
|
|
|
—
|
|
|
234,818
|
|
|
|
N/A
|
|
250,000
|
|
|
500,000
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
David Lyle
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,521
|
|
|
77,042
|
|
|
—
|
|
|
307,655
|
|
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,521
|
|
|
222,266
|
|
|
|
N/A
|
|
112,500
|
|
|
225,000
|
|
|
337,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Jörg Buchheim
(1)
|
|
10/10/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,653
|
|
|
84,996
|
|
|
|
N/A
|
|
156,000
|
|
|
312,000
|
|
|
468,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chris Humphrey
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,720
|
|
|
35,440
|
|
|
—
|
|
|
141,525
|
|
|
|
1/15/2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,720
|
|
|
102,244
|
|
|
|
N/A
|
|
60,600
|
|
|
121,200
|
|
|
181,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Mr. Buchheim joined the Company in March 2016, resigned in June 2016, and was appointed as a director in July 2016; therefore, his 2016 stock awards in the table above were granted in relation to his service as a director.
|
(2)
|
The amounts in this column represent the annual incentive bonus opportunity available to the named executive officers under our annual bonus plan.
|
(3)
|
The amounts in this column represent the grant date fair value of the equity award in accordance with Financial Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
|
Number of Securities Underlying Vested Unexercised Options (#)
|
|
Number of Securities Underlying Unvested Unexercised Options (#)
(1)
|
|
Option Exercise Price
($/Sh)
|
|
Option Expiration Date
|
|
Number of Unearned Shares, Units or Other Rights That Have Not vested
(#)
(1)
|
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(6)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(6)
|
||||||||
|
Exercisable
|
|
Unexercisable
|
|
|
|
||||||||||||||||||
Franz Fink
|
|
24,542
|
|
|
73,625
|
|
|
7.33
|
|
|
3/13/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,450
|
|
(2)
|
473,344
|
|
|
92,450
|
|
(2)
|
473,344
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,970
|
|
(7)
|
158,566
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,370
|
|
(3)
|
196,454
|
|
|
102,319
|
|
(3)
|
523,873
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
(4)
|
102,400
|
|
|
50,000
|
|
(4)
|
256,000
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
(8)
|
204,800
|
|
David Lyle
|
|
8,387
|
|
|
33,546
|
|
|
6.03
|
|
|
5/11/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,521
|
|
(2)
|
197,228
|
|
|
38,521
|
|
(2)
|
197,228
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,009
|
|
(5)
|
199,726
|
|
|
23,874
|
|
(5)
|
122,235
|
|
(1)
|
In general, stock options and restricted stock unit awards held by our named executive officers will vest in full, at target levels, following involuntary termination or resignation following the occurrence of certain triggering events within a specified period following a change in control of the Company. Upon a change in control of the Company, certain service-based and performance-based restricted stock units held by our named executive officers will vest in full, regardless of whether the named executive officer terminates or resigns following a triggering event. These provisions are described in greater detail in “Potential Payments upon Termination or Change in Control” below.
|
(2)
|
In January 2016, Dr. Fink and Mr. Lyle were granted 184,900 and 77,042 restricted stock unit awards, respectively, of which 92,450 and 38,521, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 92,450 and 38,521 awards granted to Dr. Fink and Mr. Lyle, respectively were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity. Due to a limit in our equity plan on the number of shares that may be granted in a year to any one employee, the maximum size of Dr. Fink’s award is less than 200% of target.
|
(3)
|
In March 2015, Dr. Fink was granted 153,479 restricted stock unit awards, of which 51,160 were service-based restricted stock units vesting in equal installments over four years of continuous service. The remaining 102,319 awards granted to Dr. Fink were restricted stock units with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. As of December 31, 2016, the vesting of the performance-based awards was considered to be unobtainable, but the awards had not yet been canceled.
|
(4)
|
In May 2014, Dr. Fink was granted 90,000 restricted stock unit awards, of which 40,000 were service-based restricted stock units vesting in equal installments over four years of continuous service and 50,000 were market-condition restricted stock units vesting upon the achievement of certain stock price thresholds and the completion of three years of continuous employment from the date of grant. The performance period for the market-condition restricted stock units lapses on May 1, 2017 and none of the award will be earned.
|
(5)
|
In May 2015, Mr. Lyle was granted 75,886 restricted stock unit awards, of which 52,012 were service-based restricted stock units vesting in equal installments over four years of continuous service and 23,874 with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. As of December 31, 2016, the vesting of the performance-based award was considered to be unobtainable, but the award had not yet been canceled.
|
(6)
|
Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of the Company common stock on December 31, 2016, which was
$5.12
. The actual value realized by the officer depends on whether the shares vest and the future performance of our common stock.
|
(7)
|
In February 2016, Dr. Fink was granted 46,224 restricted stock unit awards with vesting contingent upon the achievement of two key strategic milestones. Vesting related to the first milestone, which represents 33% of the awards, was contingent on achievement of the first milestone by December 31, 2016. Vesting related to the second milestone, which represents 67% of the awards, is contingent on achievement of the second milestone by December 31, 2019. The first milestone was achieved during 2016 and the related awards vested.
|
(8)
|
In October 2014, Dr. Fink was granted 40,000 restricted stock unit awards with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified net profit after tax target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards are eligible to be earned at 100% of the target number of shares if the applicable financial metrics were achieved at the target level, and on a sliding scale from zero to 200% of target if the actual results achieved were higher or lower than the target. The performance period for these awards lapsed as of December 31, 2016 and none of the awards were earned; the awards were cancelled in March 2017.
|
Name
|
|
Stock Awards
|
||||
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting
(1)
($)
|
||||
Franz Fink
(2)
|
|
38,044
|
|
|
219,110
|
|
David Lyle
|
|
13,003
|
|
|
75,027
|
|
Chris Humphrey
(3)
|
|
2,354
|
|
|
14,171
|
|
(1)
|
Value realized is based on the fair market value of our common stock on the date the restricted stock was released to the officer and does not necessarily reflect proceeds actually received by the officer.
|
(2)
|
Dr. Fink’s number of shares acquired on vesting includes 15,254 restricted stock unit awards which vested on November 2, 2016 but were not settled until March 15, 2017.
|
(3)
|
Mr. Humphrey resigned from the Company effective April 1, 2016.
|
Name
|
|
Benefit
|
|
Voluntary Resignation / Termination for Cause ($)
|
|
Termination without Cause Prior to Change in Control ($)
|
|
Termination due to Death or Disability ($)
|
|
Termination without Cause or Resignation following a Trigger Event after a Change in Control ($)
|
|
Change in Control (No Termination of Employment)
|
|||||
Franz Fink
|
|
Severance
(1)
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
|
Bonus
(2)
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
|
Equity Award Acceleration
(3) (5)
|
|
—
|
|
|
29,867
|
|
|
2,388,782
|
|
|
2,132,782
|
|
|
734,310
|
|
|
|
Health and Welfare
(4)
|
|
—
|
|
|
18,409
|
|
|
—
|
|
|
36,818
|
|
|
—
|
|
|
|
Vacation Payout
(1)
|
|
129,454
|
|
|
129,454
|
|
|
129,454
|
|
|
129,454
|
|
|
—
|
|
|
|
Total Value
|
|
129,454
|
|
|
1,927,730
|
|
|
2,518,236
|
|
|
4,799,054
|
|
|
734,310
|
|
David Lyle
|
|
Severance
(1)
|
|
—
|
|
|
600,000
|
|
|
—
|
|
|
900,000
|
|
|
—
|
|
|
|
Bonus
(2)
|
|
—
|
|
|
112,500
|
|
|
—
|
|
|
225,000
|
|
|
—
|
|
|
|
Equity Award Acceleration
(3) (5)
|
|
—
|
|
|
38,836
|
|
|
716,416
|
|
|
716,416
|
|
|
197,228
|
|
|
|
Health and Welfare
(4)
|
|
—
|
|
|
21,725
|
|
|
—
|
|
|
21,725
|
|
|
—
|
|
|
|
Vacation Payout
(1)
|
|
52,772
|
|
|
52,772
|
|
|
52,772
|
|
|
52,772
|
|
|
—
|
|
|
|
Total Value
|
|
52,772
|
|
|
825,833
|
|
|
769,188
|
|
|
1,915,913
|
|
|
197,228
|
|
(1)
|
For purposes of valuing the severance and vacation payments in the table above, the computation is based on each executive’s base salary in effect at the end of
2016
and the number of accrued but unused vacation days at the end of
2016
. Additionally, Dr. Fink’s severance payment includes 150% of his base salary and target bonus for the year of termination. In addition, if Dr. Fink’s employment is terminated without cause or should Dr. Fink resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to two times his base salary and target bonus. Mr. Lyle’s severance payment includes 100% of his base salary and target bonus for the year of termination. In addition, if Mr. Lyle’s employment is terminated without cause or should Mr. Lyle resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to 150% times his base salary and target bonus.
|
(2)
|
The value of the bonus shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31,
2016
. The value of the bonus is prorated based upon the number of days employed in the year of termination and is based on actual achievement unless the termination is in connection with a change in control in which 100% of the target bonus would be due.
|
(3)
|
The value of equity award acceleration shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31,
2016
. The value of the stock award acceleration was calculated by multiplying the applicable number of unvested shares subject to each restricted stock unit grant by the closing sales price of the Company’s common stock on December 31,
2016
and by multiplying the applicable number of unvested stock options by the intrinsic value of the stock option using the closing sales price of the Company’s common stock on December 31,
2016
.
|
(4)
|
Amounts reflect the current cost to the Company of the individual’s health and welfare benefits per year, which was then multiplied by the applicable multiple pursuant to the change in control provisions set forth in each individual executive’s employment agreement.
|
(5)
|
If, in connection with a change in control transaction, Dr. Fink’s or Mr. Lyle’s equity awards are not continued, assumed, substituted, or converted into the right to receive a payment equal to the value of the Company’s common stock in such transaction, then the equity awards will become fully vested. Certain awards, specifically, Dr. Fink’s 2014 initial service-based restricted stock unit award, Dr. Fink’s and Mr. Lyle’s 2016 performance-based market stock unit awards and Dr. Fink’s 2016 milestone-based restricted stock unit award, vest unconditionally at target upon a change in control.
|
Plan Category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in the First Column)
|
|
||||
Equity compensation plans approved by security holders
|
|
2,425,982
|
|
(1)
|
|
$
|
9.23
|
|
|
3,852,421
|
|
(3)
|
Equity compensation plans not approved by security holders
|
|
120,303
|
|
(4)
|
|
6.03
|
|
|
—
|
|
|
|
Total
|
|
2,546,285
|
|
|
|
$
|
8.97
|
|
|
3,852,421
|
|
|
(1)
|
Includes 380,305 stock options and 2,045,677 restricted stock units outstanding, at maximum.
|
(2)
|
Calculated without taking into account the 2,132,434 shares of common stock subject to outstanding RSUs, at maximum, that become issuable as those units vest, without any cash consideration or other payment required for such shares.
|
(3)
|
Includes 195,294 shares available for future issuance under the 2004 Employee Stock Purchase Plan and 3,657,127 shares available for future issuance under the 2013 Omnibus Equity Incentive Plan.
|
(4)
|
Includes 33,546 stock options and 86,757 restricted stock units, at maximum, granted to Mr. Lyle as a material inducement for commencement of employment with Maxwell. The terms and conditions of such awards are substantially similar to those for stock options and restricted stock units granted under the 2013 Omnibus Equity Incentive Plan.
|
ARTICLE 1.
|
INTRODUCTION
.
|
ARTICLE 2.
|
ADMINISTRATION.
|
ARTICLE 3.
|
SHARES AVAILABLE FOR GRANTS.
|
ARTICLE 4.
|
ELIGIBILITY.
|
ARTICLE 5.
|
OPTIONS.
|
ARTICLE 6.
|
[INTENTIONALLY OMITTED.]
|
ARTICLE 7.
|
RESTRICTED SHARES.
|
ARTICLE 8.
|
STOCK UNITS.
|
ARTICLE 9.
|
ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.
|
ARTICLE 10.
|
OTHER AWARDS.
|
ARTICLE 11.
|
LIMITATION ON RIGHTS.
|
ARTICLE 12.
|
TAXES.
|
ARTICLE 13.
|
FUTURE OF THE PLAN.
|
ARTICLE 14.
|
DEFINITIONS.
|
•
Revenue
|
•
Cash flow per Share
|
•
Gross profit
|
•
Return on equity
|
•
Operating expenses
|
•
Return on assets
|
•
Earnings before interest, taxes, depreciation and amortization (EBITDA);
|
•
Return on capital
|
•
Operating income
|
•
Growth in assets
|
•
Income from operations;
|
•
Economic value added
|
•
Income before income taxes and minority interests
|
•
Share price performance
|
•
Net income
|
•
Total stockholder return
|
•
Net income per diluted Share
|
•
Improvement or attainment of expense levels
|
•
A change in accounts receivable or inventory, or a change in another combination of assets and/or liabilities
|
•
Market share or market penetration
|
•
Cash flow
|
•
Business expansion, and/or acquisitions or divestitures
|
•
To the extent that an Award is not intended to comply with Code Section 162(m), other measures of performance selected by the Administrator, including any other corporate, strategic and/or individual performance goals.
|
1.
|
Establishment of Plan
. Maxwell Technologies, Inc. (the “Company”) proposes to grant options for purchase of the Company's Common Stock to eligible employees of the Company and Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (the “Plan”). The adoption and implementation of this Plan are subject to Section 21 hereof. For purposes of this Plan, “parent corporation” and “Subsidiary” (when used in the plural, “Subsidiaries”) shall have the same meanings as “parent corporation” and “subsidiary corporation” in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the “Code”). The Company intends that the Plan shall qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the same definition herein. Subject to adjustment as provided in Section 14 of the Plan, the aggregate number of shares of Common Stock which may be purchased under this Plan shall not exceed one million five hundred thousand (1,500,000) shares of Common Stock of the Company. Such shares of Common Stock consist of (i) the 500,000 shares initially reserved and approved by the stockholders at the 2005 Annual Meeting of Stockholders, (ii) the 500,000 shares reserved and approved by the stockholders at the 2013 Annual Meeting of Stockholders, and (iii) the 500,000 shares subject to approval by the stockholders at the 2017 Annual Meeting of Stockholders. Shares of Common Stock issued under the Plan may be treasury shares reacquired by the Company or authorized and unissued shares, or a combination of both.
|
2.
|
Purpose
. The purpose of the Plan is to provide employees of the Company and Subsidiaries designated by the Board of Directors from time to time and set forth on
Exhibit A
as eligible to participate in the Plan with a convenient means to acquire an equity interest in the Company through payroll deductions, to enhance such employees' sense of participation in the affairs of the Company and Subsidiaries, and to provide an incentive for continued employment.
|
3.
|
Administration
. The Plan is administered by the Board of Directors of the Company or by a committee designated by the Board of Directors of the Company (in which event all references herein to the Board of Directors shall be to the committee). Subject to the provisions of the Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of the Plan shall be determined by the Board and its decisions shall be final and binding upon all participants. Members of the Board shall receive no compensation for their services in connection with the administration of the Plan, other than standard fees as established from time to time by the Board of Directors of the Company for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of the Plan shall be paid by the Company.
|
4.
|
Eligibility
. Any employee of the Company or the Subsidiaries designated by the Board is eligible to participate in an Offering Period (as hereinafter defined) under the Plan except employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock or who, as a result of being granted an option under the Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries.
|
5.
|
Offering Dates
. Effective July 1, 2017, the Offering Periods of the Plan (the “Offering Period”) shall operate as follows: (1) an Offering Period will commence on July 1, 2017 and end on November 15, 2017, and (2) thereafter each Offering Period shall be of approximately six (6) months duration commencing on May 16 and November 16 of each year and ending on the last day prior to the beginning of the next Offering Period. Payroll deductions of participants are accumulated under this Plan during Offering Periods, and such deductions commence, for any given participant, on the first payroll period of such participant ending during such Offering Period. The first day of each Offering Period is referred to as the “Offering Date.” The last day of each Offering Period is hereinafter referred to as the “Purchase Date.” The Board of Directors of the Company shall have the power to change the duration of Offering Periods with respect to future offerings without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.
|
6.
|
Participation in the Plan
. Eligible employees may become participants in an Offering Period under the Plan on the first Offering Date after satisfying the eligibility requirements by delivering to the Company's or Subsidiary's (whichever employs such employee) Human Resources (“HR”) department a subscription agreement authorizing payroll deductions not later than December 15, 2004 for the first Offering Period under this Plan or, for subsequent Offering Periods, not later
|
7.
|
Grant of Option on Enrollment
. An eligible employee who enrolls in the Plan with respect to an Offering Period pursuant to Section 6 hereof, will receive a grant of an option (as of the Offering Date) to purchase on the Purchase Date up to that whole number of shares of Common Stock of the Company determined by dividing the amount accumulated in such employee's payroll deduction account during such Offering Period by the Purchase Price, as defined in Section 8 below; provided, however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall not exceed the maximum number of shares, if any, set by the Board pursuant to Sections 10(b) and 10(c) below with respect to the applicable Offering Period.
|
8.
|
Purchase Price
. The price per share at which a share of Common Stock will be purchased in any Offering Period shall be 85% of the lesser of:
|
a.
|
the fair market value at the close of trading on the last day immediately preceding the Offering Date on which trading occurs in the public securities markets (the “Entry Price”); or
|
b.
|
the fair market value at the close of trading on the Purchase Date or, if no trading occurs in the Company's Common Stock in the public securities markets on such Purchase Date, then on the immediately preceding day on which such trading did occur.
|
9.
|
Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares
.
|
a.
|
The purchase price of the shares is accumulated by regular payroll deductions made during each Offering Period. The deductions are made as a percentage of the employee's compensation in 1% increments not less than 1% nor greater than 10%. Compensation shall be limited to base salary or wages, bonuses, overtime and commissions, if any, paid; provided, however, that for purposes of determining a participant's compensation, any election by such participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make such election. Payroll deductions shall continue until altered or terminated as provided in the Plan.
|
b.
|
A participant may lower (but not increase) the rate of payroll deductions during an Offering Period by filing with the HR department a new authorization for payroll deductions, in which case the new rate shall become effective for the next payroll period commencing more than 15 days after the HR department's receipt of the authorization and shall continue for the remainder of the Offering Period unless changed as described below. Such change in the rate of payroll deductions may be made at any time during an Offering Period, but not more than two such changes may be made effective during any Offering Period, except that the second such change must reduce the rate of payroll deductions to zero. A participant may increase or lower the rate of payroll deductions for any subsequent Offering Period by filing with the HR department a new authorization for payroll deductions not later than the 15th day of the month before the beginning of such Offering Period.
|
c.
|
All payroll deductions made for a participant are recorded in his or her account under the Plan; the funds are not segregated from general funds of the Company; and no interest accrues to the employee on the payroll deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
|
d.
|
On each Purchase Date, so long as the Plan remains in effect and provided that the participant has not submitted a signed and completed withdrawal form as provided in Section 11 below which notifies the Company that the participant wishes to withdraw from that Offering Period under the Plan and have all payroll deductions accumulated in the account maintained on behalf of the participant as of that date returned to the participant, the
|
e.
|
As promptly as practicable after the Purchase Date, the Company shall arrange for the transfer of shares purchased for each participant into a brokerage account established by the Company for the purposes of this Plan, in which account such shares will be held for the benefit of each participant. The Board, in its sole discretion, may at any time elect to cause certificates representing the shares to be issued to participants in lieu of maintaining such brokerage account for the benefit of participants.
|
f.
|
During a participant's lifetime, such participant's option to purchase shares hereunder is exercisable only by him or her. The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised. Shares to be delivered to a participant under the Plan will be registered in the name of the participant.
|
10.
|
Limitations on Shares to be Purchased
.
|
a.
|
No employee shall be entitled to purchase stock under the Plan at a rate which exceeds $25,000 in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code), for each calendar year in which the employee participates in the Plan.
|
b.
|
A participant in an Offering Period may not purchase more than 50,000 shares of Common Stock on any Purchase Date during an Offering Period.
|
c.
|
No employee shall be entitled to purchase more than the Maximum Share Amount (as defined below) on any single Purchase Date. Not less than thirty days prior to the commencement of any Offering Period, the Board may, in its sole discretion, set a maximum number of shares which may be purchased by any employee at any single Purchase Date (hereinafter the “Maximum Share Amount”). In no event shall the Maximum Share Amount exceed the amounts permitted under Sections 10(a) and 10(b) above. If a new Maximum Share Amount is set, then all participants must be notified of such Maximum Share Amount not less than fifteen days prior to the commencement of the next Offering Period. Once the Maximum Share Amount is set, it shall continue to apply in respect of all succeeding Purchase Dates and Offering Periods unless revised by the Board as set forth above.
|
d.
|
If the number of shares to be purchased on a Purchase Date by all employees participating in the Plan exceeds the number of shares then available for issuance under the Plan, the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be practicable and as the Board shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a participant's option to each employee affected thereby.
|
e.
|
Any payroll deductions accumulated in a participant's account which are not used to purchase stock due to the limitations in this Section 10 shall be returned to the participant as soon as practicable after the end of the Offering Period.
|
11.
|
Withdrawal
.
|
a.
|
Each participant may withdraw from an Offering Period under the Plan by signing and delivering to the HR department a notice on a form provided for such purpose. Such withdrawal may be elected at any time before the share purchase is effected.
|
b.
|
Upon withdrawal from the Plan, the accumulated payroll deductions shall be returned to the withdrawn employee and his or her interest in the Plan shall terminate. In the event an employee voluntarily elects to withdraw from the Plan, he or she may not resume his or her participation in the Plan during the same Offering Period, but he or she may, except as provided in the following sentence, participate in any Offering Period under the Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner set forth above for initial participation in the Plan.
|
12.
|
Termination of Employment
. Termination of a participant's employment for any reason, including retirement or death, terminates his or her participation in the Plan immediately. In such event, the payroll deductions credited to the participant's account will be returned to him or her or, in the case of his or her death, to his or her legal representative. For this purpose, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company in the case of sick leave, military leave, or any other leave of absence approved by the Board of Directors of the Company; provided that such leave is for a period of not more than three (3) months or reemployment upon the expiration of such leave is guaranteed by contract or statute.
|
13.
|
Return of Payroll Deductions
. In the event an employee's interest in the Plan is terminated by withdrawal, termination of employment or otherwise, the Company shall promptly deliver to the employee all payroll deductions previously withheld. No interest shall accrue to the employee on the payroll deductions of a participant in the Plan.
|
14.
|
Capital Changes
. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the “Reserves”), the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, as well as the maximum number of shares of Common Stock that may be purchased by a participant on a Purchase Date shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
|
15.
|
Nonassignability
. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 22 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.
|
16.
|
Reports
. Individual records will be maintained for each participant in the Plan. Each participant shall receive promptly after the end of each Offering Period a report of his account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, carried forward to the next Offering Period.
|
17.
|
Notice of Disposition
. Each participant shall notify the Company if the participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Offering Date or within 12 months from the Purchase Date on which such shares were purchased.
|
18.
|
No Rights to Continued Employment
. Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to remain in the employ of the Company or any Subsidiary or restrict the right of the Company or any Subsidiary to terminate such employee's employment.
|
19.
|
Equal Rights and Privileges
. All eligible employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company or the Board be reformed to comply with the requirements of Section 423. This Section 19 shall take precedence over all other provisions in the Plan.
|
20.
|
Notices
. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
|
21.
|
Shareholder Approval
. Any required approval of the shareholders of the Company shall be solicited substantially in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Approval of the adoption of this Plan was originally obtained at the 2005 Annual Meeting of Stockholders held on May 5, 2005. Shareholder approval of amendments to this Plan shall be obtained at a duly held meeting or by written consent only to the extent required by, and by a vote that satisfies the requirements of Section 423 of the Code.
|
22.
|
Designation of Beneficiary
.
|
a.
|
A participant may file a written designation of a beneficiary who is to receive shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to the end of an Offering Period but prior to delivery to him of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to a Purchase Date.
|
b.
|
Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
|
23.
|
Conditions Upon Issuance of Shares; Limitation on Sale of Shares
. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
|
24.
|
Applicable Law
. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of California.
|
25.
|
Amendment or Termination of the Plan
. This Plan originally became effective on December 14, 2004 and shall continue until the earliest to occur of (i) termination by the Board, (ii) issuance of all the shares of Common Stock reserved for issuance under the Plan, or (iii) twenty (20) years from its approval by the stockholders at the 2013 Annual Meeting of Stockholders. The Board of Directors of the Company may at any time amend or terminate the Plan, except that any such termination cannot affect options previously granted under the Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right of any participant, nor may any amendment be made without approval of the shareholders of the Company obtained in accordance with Section 21 hereof within 12 months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would:
|
a.
|
increase the number of shares that may be issued under the Plan;
|
b.
|
change the designation of the employees (or class of employees) eligible for participation in the Plan; or
|
c.
|
constitute an amendment for which shareholder approval is required in order to comply with the listing requirements of the stock market where the Common Stock is listed.
|
•
|
Maxwell Technologies, Inc. (U.S.)
|
•
|
Maxwell Technologies SA (Switzerland)
|
•
|
Maxwell Technologies GmbH (Germany) *
|
•
|
Nesscap Co., Ltd. (Korea) **
|
•
|
Nesscap Energy GmbH (Germany) **
|
|
|
|
|
|
|
|
|
|
MAXWELL TECHNOLOGIES, INC.
This proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders
July 13, 2017 11:00 A.M. PDT
The stockholder(s) hereby appoint(s) Franz Fink and David Lyle, or either of them as proxies each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of MAXWELL TECHNOLOGIES, INC. that the stockholders(s) is/are entitled to vote at the Annual Meeting of Stockholders(s) to be held at 11:00 a.m., PDT on July 13, 2017, at the Hilton Garden Inn located at 3805 Murphy Canyon Road, San Diego, California 92123, and any adjournment or postponement thereof. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL” THE NOMINEES FOR DIRECTOR LISTED ON THE REVERSE SIDE AND “FOR” PROPOSALS 2, 3, 4 AND 5 AND “1 YEAR” ON PROPOSAL 6. The proxies (or, if only one, then that one proxy) or their substitutes acting at the meeting may exercise all powers hereby conferred. The undersigned hereby revokes any prior proxy and ratifies and confirms all that the above-named proxies or their substitutes, and each of them, shall lawfully do or cause to be done by virtue hereof. The undersigned hereby acknowledges receipt of the Notice of the 2017 Annual Meeting of Stockholders and accompanying Proxy Statement dated June 2, 2017. |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Address change/comments:
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
|
|
|
|
|
MAXWELL TECHNOLOGIES, INC.
3888 Calle Fortunada
San Diego, CA 92123
|
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|