|
Sincerely,
|
| |||
|
![]() |
| |
![]() |
|
|
Mikel H. Williams
Chairman of the Board |
| |
Daniel B. Poneman
President and Chief Executive Officer |
|
|
Time and Date:
|
| | 10:00 a.m., Eastern Daylight Time, Thursday, June 23, 2022 | |
| Place: | | | Online via live webcast. Stockholders may only participate online by logging in at https://meetnow.global/ MQXTTLS | |
| Record Date: | | | April 25, 2022 | |
| Voting: | | | Holders of our Class A common stock as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. | |
| | | |
Board Vote
Recommendation |
|
| Election of eight directors | | |
For
all the director nominees |
|
| Management proposals | | | | |
|
Advisory vote to approve the Company’s executive compensation
|
| |
For
|
|
|
Ratification of PricewaterhouseCoopers LLP as auditor for 2022
|
| |
For
|
|
| Transact other business that properly comes before the meeting | | | | |
Name
|
| |
Age
|
| |
Director
Since |
| |
Principal Occupation
|
| |
Independent
|
| |
EC
|
| |
AFC
|
| |
CNGC
|
| |
TCRC
|
|
Mikel H. Williams | | | 65 | | | 2013 | | | Chief Executive Officer, Targus International LLC | | |
X
|
| |
X
|
| |
X
|
| | | | |
X
|
|
Kirkland H. Donald | | | 68 | | | 2021 | | | Chairman, Huntington Ingalls- | | |
X
|
| | | | | | | | | | |
X
|
|
W. Thomas Jagodinski
|
| | 65 | | | 2014 | | | Private Investor | | |
X
|
| |
X
|
| |
X
|
| | | | | | |
Tina W. Jonas | | | 62 | | | 2020 | | | Private Investor | | |
X
|
| |
X
|
| |
X
|
| |
X
|
| | | |
William J. Madia | | | 74 | | | 2008 | | | Vice President emeritus, Stanford University | | |
X
|
| |
X
|
| | | | | | | |
X
|
|
Daniel B. Poneman | | | 66 | | | 2015 | | | President and Chief Executive Officer | | | | | |
X
|
| | | | | | | | | |
Bradley J. Sawatzke | | | 63 | | | 2021 | | | Retired Chief Executive Officer, Energy Northwest | | |
X
|
| | | | | | | |
X
|
| | | |
Neil S. Subin | | | 58 | | | 2017 | | | Managing Member and Chairman of the Board of Broadbill Investment Partners, LLC | | |
X
|
| | | | | | | |
X
|
| | | |
| EC: | | | Executive Committee | |
| AFC: | | | Audit and Finance Committee | |
| CNGC: | | | Compensation, Nominating and Governance Committee | |
| TCRC: | | | Technology, Competition and Regulatory Committee | |
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| |
Mikel H. Williams
|
| |
Director since 2013
Age 65 |
|
| | | |
Mr. Williams has served since 2016 as the Chief Executive Officer and a director of Targus International LLC, since 2016, a leading global supplier of tech accessories and carrying cases for the mobile working lifestyle. Mr. Williams formerly served as the Chief Executive Officer and a director of JPS Industries, Inc., a special composite materials manufacturer, from 2013 to 2015. Prior to that, Mr. Williams was the President and a director of DDi Corporation, a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 to May 2012, and a Senior Vice President and Chief Financial Officer of DDi from November 2004 to October 2005. Mr. Williams has also served in various management positions with several technology related companies in the manufacturing, telecommunications, and professional services industries. Mr. Williams also serves on the board of directors of B. Riley Financial, Inc. Mr. Williams formerly served on the board of directors of Tellabs, Inc. until it was sold in 2013; Lightbridge Communications Corp. until it was sold in February 2015 and Iteris, Inc. from 2011 through 2019.
In recommending the election of Mr. Williams, the Board considered the following key competencies: Centrus leadership as current Chairman; CEO and CFO experience; advanced technology and manufacturing experience; and public company experience. Mr. Williams has served as Centrus’ Chairman since September 2014.
|
|
|
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| |
W. Thomas Jagodinski
|
| |
Director since 2014
Age 65 |
|
| | | |
Mr. Jagodinski has served on the Centrus Board of Directors and as audit committee chair since 2014. He previously served on the board of directors and as audit committee chair of Lindsay Corporation, a global company focused on providing irrigation and infrastructure solutions, from 2008 until March 2019. From October 2014 until July 2017, Mr. Jagodinski served on the board of directors of QPAC2 where he served as the audit committee chair. QPAC 2 was a special purpose acquisition corporation until it completed a merger in 2017. Mr. Jagodinski was a member of the board of directors of Phosphate Holdings, Inc., a U.S. producer and marketer of DAP, the most common form of phosphate fertilizer, from May 2009 until June 2014, where he served as chairman of the board. From August 2013 through June 2014, he served as a member of the board of directors of Quinpario 1. Mr. Jagodinski served as a member of the board of directors of Solutia Inc. from March 2008 until July 2012. Prior to that, Mr. Jagodinski was President, Chief Executive Officer and Director of Delta and Pine Land Company (“D&PL”), a leader in the cotton seed industry, from September 2002 until the company was acquired in June 2007. From June 2002 until August 2002, he served as D&PL’s Executive Vice President and from September 2000 until June 2002, he served as Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary. Mr. Jagodinski was also D&PL’s Vice President-Finance, Treasurer and Assistant Secretary from February 1993 until September 2000 and held various other financial positions at D&PL, from October 1991, when he joined the company, until February 1993. Prior to D&PL, Mr. Jagodinski held various positions in the audit division at Arthur Andersen from 1983 to 1991 and Senior Accountant at Price Waterhouse from 1978 to 1983. Mr. Jagodinski is a retired/inactive Certified Public Accountant and a member of the AICPA, TSCPA and was MSCPA. Mr. Jagodinski received a Bachelor of Business Administration degree (Accounting) from the University of Mississippi.
In recommending the election of Mr. Jagodinski, the Board considered the following key competencies: public accounting experience; CEO and CFO experience; audit committee financial expert; public company experience; and risk management and compliance oversight experience.
|
|
|
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| |
William J. Madia
|
| |
Director since 2008
Age 74 |
|
| | | |
Dr. Madia is a vice president emeritus at Stanford University where he was responsible for oversight of the SLAC National Accelerator Laboratory, a U.S. Department of Energy (“DOE”) national science lab. Dr. Madia retired from Stanford in October 2019. Dr. Madia is also president of Madia & Associates, LLC, an executive consulting services firm. Dr. Madia retired in 2007 as Executive Vice President of Laboratory Operations of the Battelle Memorial Institute, a non-profit independent research and development organization, where he oversaw the management or co-management of six DOE National Laboratories. Dr. Madia served in that position beginning in 1999. In addition, he was President and CEO of UT-Battelle, LLC. He managed Battelle’s global environmental business, served as President of Battelle Technology International, President and Director of Battelle’s Columbus Laboratories, and Corporate Vice President and General Manager of Battelle’s Project Management Division. Dr. Madia also served on the board of directors of Atkins Nuclear Holding since 2008.
In recommending the election of Dr. Madia, the Board considered the following key competencies: science and technology experience, including a Ph.D. in nuclear chemistry; nuclear experience; DOE experience, including the management of six DOE laboratories; and executive and management experience.
|
|
|
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| |
Daniel B. Poneman
|
| |
Director since 2015
Age 66 |
|
| | | |
Mr. Poneman has been our President and Chief Executive Officer and a director of Centrus since March 23, 2015. From 2009 to 2014, Mr. Poneman was the Deputy Secretary of Energy, also serving as the chief operating officer of the U.S. Department of Energy. Between April 23, 2013 and May 21, 2013, Mr. Poneman served as Acting Secretary of Energy. Prior to assuming his duties as Deputy Secretary, Mr. Poneman served as a principal of the Scowcroft Group for eight years, providing strategic advice to corporations in a variety of strategic industries. In addition, for eight years he practiced law as a partner at Hogan & Hartson and as an associate at Covington & Burling, advising clients on regulatory and policy matters. In prior tours of government, he served as a White House Fellow and as Director of Defense Policy and Arms Control at the National Security Council. From 1993 through 1996 he was Special Assistant to the President and Senior Director for Nonproliferation and Export Controls at the National Security Council. Mr. Poneman is a Senior Fellow at the Belfer Center for Science and International Affairs at the Harvard Kennedy School, a Distinguished Fellow at the Paulson Institute, and a member of the Council on Foreign Relations. He has published four books, most recently Double Jeopardy: Combating Nuclear Terror and Climate Change (MIT Press, 2019). In 2020, he served as commissioner on the National Commission on Grid Resilience.
In recommending the election of Mr. Poneman, the Board considered the following key competencies: current service as Centrus CEO; energy experience; government and contracting experience; and nuclear and defense experience.
|
|
|
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| |
Neil S. Subin
|
| |
Director since 2017
Age 58 |
|
| | | |
Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin serves on other boards of directors, including those of Alimco Financial Corp. and DynTek Inc. Mr. Subin has held numerous other board seats, including on the boards of directors of Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc. and Institutional Financial Markets, Inc.
In recommending the election of Mr. Subin, the Board considered the following key competencies: finance experience; and public company experience.
|
|
|
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| |
Tina W. Jonas
|
| |
Director since 2020
Age 62 |
|
| | | |
Ms. Jonas is an executive with a distinguished career in government and in the private sector. Ms. Jonas is currently an independent consultant and serves on several boards in the defense and aerospace sectors. Prior to becoming an independent consultant, Ms. Jonas served as an executive with UnitedHealth Group, as President of UnitedHealthcare, Military and Veterans, and as Senior Vice President, Operations for Optum, from 2012 to 2014. A recognized expert in military and defense issues, she served more than two decades in government including as Undersecretary of Defense (Chief Financial Officer/Comptroller) for the Department of Defense, from 2004 to 2008. Her corporate experience included serving as a director of operations with United Technologies Corp (NYSE; UTX), Sikorsky Aircraft, from 2008 to 2010.
In recommending the election of Ms. Jonas, the Board considered the following key competencies: financial experience, energy experience; government and contracting experience; and nuclear and defense experience.
|
|
|
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| |
Kirkland H. Donald
|
| |
Director since 2021
Age: 68 |
|
| | | |
Kirkland H. Donald served as a nuclear trained submarine officer for 37 years, achieving the rank of Admiral. His last assignment in the Navy was a successful eight-year term as the Director, Naval Nuclear Propulsion Program. This is a dual agency program responsible to the United States Departments of Defense and Energy for the safe and effective operation of all nuclear-powered warships and supporting infrastructure and staffing and is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, he was the President and Chief Executive Officer of Systems Planning and Analysis, Inc., until 2015. His public board service includes Entergy Corporation (nuclear utility) — Finance Committee and Chairman of the Nuclear Committee. Supports the Audit Committee on matters pertaining to cybersecurity. Huntington Ingalls Industries, Inc. (naval shipbuilding) Chairman of the Board, Finance Committee, Cybersecurity Committee.
Additionally, Admiral Donald serves on the following private/non-profit boards:
Battelle (technology research and development) — Audit Committee. Rolls Royce North America (aerospace and defense manufacturer)-Government Security Committee; Information Technology Capabilities Committee. Sauer Compressors USA (manufacturer)-Government Security Committee, Compensation Committee. CyberCore Technologies (supply chain security solutions).
He also currently advises the Australian government on matters pertaining to submarine programs. Admiral Donald graduated from the United States Naval Academy with a Bachelor of Science in Ocean Engineering
In recommending the election of Admiral Donald, the Board considered the following key competencies: nuclear and defense experience, energy and utility experience; government and contracting experience; public company experience; and executive and management experience.
|
|
|
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| |
Bradley J. Sawatzke
|
| |
Director since 2021
Age: 63 |
|
| | | |
Bradley J. Sawatzke was appointed CEO of Energy Northwest in April 2018 and retired in June 2021. He previously served as Chief Operating Officer/Chief Nuclear Officer from December 2014 through March 2018, with responsibility for all Energy Northwest generating units. He joined Energy Northwest as Vice President of Nuclear Generation/Chief Nuclear Officer in December 2010. Mr. Sawatzke also serves on the Institute of Nuclear Power Operations Accrediting board and Association of Washington Business Technical board. Mr. Sawatzke holds a Bachelor of Science in Applied Reactor Physics from Winona State University and is a graduate of the Harvard Advanced Management Training Program.
In recommending the election of Mr. Sawatzke the Board considered the following key competencies: nuclear industry experience, energy and utility experience; public company experience; and executive and management experience.
|
|
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|
Tetsuo Iguchi
|
| |
Director since 2017
Age 55 |
| ||
| | | | Mr. Iguchi is Senior Vice President of Government & Industry Relations and General Manager of the Washington D.C. office of Toshiba America, Inc. Mr. Iguchi previously was assigned to the Overseas Sales and Marketing Department for Nuclear Division and also one of the Mount Fuji project team members working for Fukushima Daiichi restoration efforts. In July 2012, he was appointed Assistant General Manager of the Corporate Government & External Relations Division. He transferred to Toshiba America Inc. as Vice President for Government and Industry Relations and Deputy General Manager of the Washington DC office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies (CSIS). | |
Director
|
| |
Executive
Committee |
| |
Audit and
Finance Committee |
| |
Compensation,
Nominating and Governance Committee |
| |
Technology,
Competition and Regulatory Committee |
|
Kirkland H. Donald
|
| | | | | | | | | | |
X
|
|
W. Thomas Jagodinski
|
| |
X
|
| |
Chair
|
| | | | | | |
Tina W. Jonas
|
| |
X
|
| |
X
|
| |
Chair
|
| | | |
William J. Madia
|
| |
X
|
| | | | | | | |
Chair
|
|
Daniel B. Poneman
|
| |
X
|
| | | | | | | | | |
Bradley J. Sawatzke
|
| | | | | | | |
X
|
| | | |
Neil S. Subin
|
| | | | | | | |
X
|
| | | |
Mikel H. Williams
|
| |
Chair
|
| |
X
|
| |
|
| |
X
|
|
Number of Meetings in 2021
|
| |
5
|
| |
4
|
| |
10
|
| |
4
|
|
Form of Compensation
|
| |
Amount
|
| |||
Board annual cash retainer(1)
|
| | | $ | 72,000 | | |
Restricted stock unit grant(2)
|
| | | $ | 70,000 | | |
Chairman fees(3) | | | |||||
Board
|
| | | $ | 100,000 | | |
Audit and Finance Committee
|
| | | $ | 15,000 | | |
CN&G Committee
|
| | | $ | 15,000 | | |
Technology, Competition and Regulatory Committee
|
| | | $ | 50,000 | | |
Committee annual cash retainer(4)
|
| | | $ | 10,000 | | |
Name(1)
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards(2) ($) |
| |
Total
($) |
| |||||||||
Kirkland H. Donald
|
| | | $ | 82,000 | | | | | $ | 70,000 | | | | | $ | 152,000 | | |
W. Thomas Jagodinski
|
| | | $ | 97,000 | | | | | $ | 70,000 | | | | | $ | 167,000 | | |
Tina W. Jonas
|
| | | $ | 107,000 | | | | | $ | 70,000 | | | | | $ | 177,000 | | |
William J. Madia
|
| | | $ | 132,000 | | | | | $ | 70,000 | | | | | $ | 202,000 | | |
Bradley J. Sawatzke
|
| | | $ | 82,000 | | | | | $ | 70,000 | | | | | $ | 152,000 | | |
Neil Subin
|
| | | $ | 82,000 | | | | | $ | 70,000 | | | | | $ | 152,000 | | |
Mikel H. Williams
|
| | | $ | 192,000 | | | | | $ | 70,000 | | | | | $ | 262,000 | | |
Name
|
| |
Grant Date
|
| |
Number of
Restricted Stock Units |
| |
Grant Date Fair
Value ($) |
| |||||||||
Kirkland H. Donald
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
W. Thomas Jagodinski
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
Tina W. Jonas
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
William J. Madia
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
Bradley J. Sawatzke
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
Neil Subin
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
Mikel H. Williams
|
| | | | 08/10/21 | | | | | | 2,786 | | | | | | 70,012 | | |
Name
|
| |
Age
|
| |
Position
|
|
Daniel B. Poneman | | |
66
|
| | President and Chief Executive Officer | |
Larry B. Cutlip | | |
62
|
| | Senior Vice President, Field Operations | |
John M.A. Donelson | | |
57
|
| | Senior Vice President, Sales and Chief Marketing Officer | |
Kevin J. Harrill | | |
45
|
| | Controller and Chief Accounting Officer | |
Dennis J. Scott | | |
62
|
| | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |
Philip O. Strawbridge | | |
67
|
| | Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer | |
Name of Beneficial Owners(1)
|
| |
Beneficial
Ownership(2) |
| |
Percentage of
Class A Owned |
| ||||||
Directors and Nominees | | | | | | | | | | | | | |
Mikel H. Williams
|
| | | | 47,445 | | | | | | * | | |
Kirkland H. Donald
|
| | | | 2,786 | | | | | | * | | |
Tetsuo Iguchi
|
| | | | — | | | | | | — | | |
W. Thomas Jagodinski
|
| | | | 47,445 | | | | | | * | | |
Tina W. Jonas
|
| | | | 9,520 | | | | | | * | | |
William J. Madia
|
| | | | 47,445 | | | | | | * | | |
Bradley J. Sawatzke
|
| | | | 2,786 | | | | | | * | | |
Neil S. Subin(3)
|
| | | | 1,237,924 | | | | | | 8.98% | | |
Daniel B. Poneman(4)
|
| | | | 178,852 | | | | | | 1.30% | | |
Named Executive Officers (excluding Mr. Poneman) | | | | | | | | | | | | | |
Philip O. Strawbridge
|
| | | | — | | | | | | * | | |
John M.A. Donelson(5)
|
| | | | 13,824 | | | | | | * | | |
Directors and all executive officers as a group (14 persons)
|
| | | | 1,588,027 | | | | | | 10.28% | | |
Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Class Owned |
| |||
Morris Bawabeh
15 Ocean Avenue Brooklyn, NY 11225 |
| | | | 1,621,776 | | | |
11.77%
|
|
Neil S. Subin
2336 SE Ocean Boulevard Suite 400 Stuart, Florida 34996 |
| | | | 1,237,924 | | | |
8.98%
|
|
| |
Goal
|
| | |
Targets
|
| | |
Achievement Versus Target
|
| | |
Score for Goal Category
|
| |
| |
1.
Expand market position as an established enrichment supplier: build customer base, increase market share; and add additional profit into order book
(Weight = 25%)
|
| | |
Achieve $163 million of revenue in the LEU Segment and originate new business meeting criteria established by CN&G Committee for volume, cash margins and gross profit.
|
| | |
Exceeded target:
$186.MM of revenue in the LEU segment and exceeding targets for volume, cash margins and gross profit.
|
| | |
Overall Goal 1 performance:
104% of target (weighted average: 26%) |
| |
| |
2.
Expand vertically within nuclear fuel cycle
(Weight = 20%)
|
| | |
Meet 2021 milestones associated with the HALEU contract within budget and fulfill the Advanced Reactor Development Program (ARDP) contract milestones for 2021.
|
| | |
Achieved Target:
•
All HALEU milestones have been completed on or ahead of schedule. The project met budget after adjustment for change in scope and COVID related costs All ARDP milestones to date have been completed on or ahead of schedule. .
Achievement: 100%
|
| | |
Overall Goal 2 performance:
100% of target (weighted average: 20%) |
| |
| |
3.
Expand business offerings and diversify revenue
(Weight = 20%)
|
| | |
Increase CTS (without HALEU) revenue and/or reduce costs to achieve gross profit and contract for new work meeting targets established by the CN&G Committee. Add additional customers in the LEU segment order book.
|
| | | Exceeded LEU segment target for adding new customers for the order book and partially achieved target for contracting for new work for CTS and gross profit. | | | |
Overall Goal 3 performance:
97.5% of target (weighted average: 19.5%) |
| |
| |
Goal
|
| | |
Targets
|
| | |
Achievement Versus Target
|
| | |
Score for Goal Category
|
| |
| |
4.
Align corporate structure to that needed to grow company and continue efforts to improve the balance sheet
(Weight = 35%)
|
| | | Achieve revenue of $230 MM; end of year cash balance of $155 MM (excluding capital raise and balance sheet initiatives); net income of $65 million and SG&A goal of 27 million (excluding capital restructuring costs and executive stock price based long term incentive compensation) . Improve capital structure | | | |
Exceeded revenue, cash and net income targets; partially met SG&A goal and exceeded capital structure goal
•
Total Revenue: of $255 MM
•
Cash at the end of the year of $194 MM
(Excluding cash used for financing and balance sheet initiative) Net income of $116 MM or $50 MM above net income goal
•
Partially achieved target for SG&A for 2021 with $27.6 MM (excluding capital restructuring costs and executive stock price based long term incentive compensation).
•
Raised $43 MM of capital through ATM.
•
Disbursed $43 MM on Preferred Stock elimination.
|
| | |
Overall Goal 4 performance:
115% of target (weighted average: 40%) |
| |
| |
Weight
|
| | |
Goals
|
| | |
By End of 12/31/2021
|
| | |
Achievement
|
| |
| | 35% | | | |
Return to Profitability
|
| | | Achieve at least $20MM cumulative net income in 2019 – 2021 | | | |
Goal Significantly Exceeded the $20MM level
(weighted average of 42%) |
| |
| | 30% | | | |
Build Order Books
|
| | | Add new business 2019 – 2021 meeting criteria established by CN&G committee* | | | |
Goal Met
(weighted average of 30%) |
| |
| | 15% | | | |
Make CTS Profitable
|
| | | Meet profitability goal established by CN&G committee | | | |
Goal Not Met
(weighted average of 0%) |
| |
| | 20% | | | |
Resume Uranium Enrichment
|
| | | Execute HALEU project with no more than 5% over budget | | | |
Goals Partially Met
(weighted average of 16%) |
| |
Name and Principal Position
|
| |
Fiscal Year
|
| |
Salary(1)(6)
|
| |
Bonus
|
| |
Stock
Awards(2) |
| |
Option
Awards |
| |
Non-Equity
Incentive Plan Compensation(3) |
| |
Change in
Pension Value and Non- Qualified Deferred Compensation Earnings(4) |
| |
All Other
Compensation(5) |
| |
Total
|
| |||||||||||||||||||||||||||
Daniel B. Poneman
President and CEO |
| | | | 2021 | | | | | $ | 750,000 | | | | | | — | | | | | $ | 250,017 | | | | | | — | | | | | $ | 1,019,938 | | | | | | — | | | | | $ | 77,334 | | | | | $ | 2,097,289 | | |
| | | 2020 | | | | | $ | 750,000 | | | | | | — | | | | | $ | 285,941 | | | | | | — | | | | | $ | 1,027,575 | | | | | | — | | | | | $ | 76,001 | | | | | $ | 2,139,517 | | | ||
Philip O. Strawbridge
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer |
| | | | 2021 | | | | | $ | 575,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 727,950 | | | | | | — | | | | | $ | 42,256 | | | | | $ | 1,345,206 | | |
| | | 2020 | | | | | $ | 575,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 524,239 | | | | | | — | | | | | $ | 39,949 | | | | | $ | 1,139,188 | | | ||
John M.A. Donelson
Senior Vice President, Sales & Chief Marketing Officer |
| | | | 2021 | | | | | $ | 355,865 | | | | | | — | | | | | $ | 118,636 | | | | | | — | | | | | $ | 311,246 | | | | | | — | | | | | $ | 27,194 | | | | | $ | 812,941 | | |
| | | 2020 | | | | | $ | 355,865 | | | | | | — | | | | | $ | 135,674 | | | | | | | | | | | $ | 322,399 | | | | | $ | 323,804 | | | | | $ | 26,240 | | | | | $ | 1,174,162 | | |
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Options
Exercise Price ($) |
| |
Options
Expiration Date |
| |
Equity
Incentive Plan Awards Number of Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Award Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| ||||||||||||||||||
Daniel B. Poneman
|
| | | | 144,000 | | | | | | — | | | | | $ | 4.37 | | | | | | 03/26/26 | | | | | | 37,067 | | | | | | 1,850,014 | | |
Philip O. Strawbridge
|
| | | | 50,000 | | | | | | — | | | | | $ | 3.65 | | | | | | 09/30/29 | | | | | | — | | | | | | — | | |
John M.A. Donelson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,588 | | | | | | 877,817 | | |
Plan Category
|
| |
Column (a) Number
of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Column (b) for
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
| |
Column (c) Number of
Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | 390,455(1) | | | | | | 5.81 | | | | | | 844,293(2) | | |
Equity compensation plans not approved by security holders
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total
|
| | | | 390,455 | | | | | | 5.81 | | | | | | 844,293 | | |
Type of Fee
|
| |
Amount Billed
For Year Ended December 31, 2021 |
| |
Amount Billed
For Year Ended December 31, 2020 |
| ||||||
| | |
(In thousands)
|
| |
(In thousands)
|
| ||||||
Audit Fees(1)
|
| | | $ | 1,465 | | | | | $ | 1,148 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees(2)
|
| | | $ | 74 | | | | | $ | 79 | | |
All Other Fees(3)
|
| | | $ | 3 | | | | | $ | 3 | | |
Total
|
| | | $ | 1,542 | | | | | $ | 1,230 | | |