☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☑
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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(1)
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The election of the nine directors named in the accompanying proxy statement to our Board of Directors to serve for a term of one year or until their successors are duly elected and qualified;
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(2)
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The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending March 31, 2021;
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(3)
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The approval, on a non-binding advisory basis, of the compensation of our named executive officers (say on pay);
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(4)
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The approval of the Fourth Amended and Restated 2010 Incentive Award Plan;
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(5)
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The transaction of such other business as may come properly before the meeting or any meetings held upon adjournment or postponement of the meeting.
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•
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for our Board of Directors’ slate of nominees;
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•
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to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending March 31, 2021;
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•
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for the approval on a non-binding advisory basis of the compensation of our named executive officers (“NEOs”);
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•
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for the approval of the Fourth Amended and Restated 2010 Incentive Award Plan;
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•
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as recommended by our Board of Directors with regard to all other matters, in its discretion.
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Name
|
| |
Age
|
| |
Position with the Company
|
Selwyn Joffe
|
| |
62
|
| |
Chairman of the Board of Directors, President and Chief Executive Officer
|
Scott J. Adelson
|
| |
59
|
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Director
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Rudolph J. Borneo
|
| |
79
|
| |
Director, Chairman of the Compensation Committee, and member of the Audit and Nominating and Corporate Governance Committees
|
Dr. David Bryan
|
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68
|
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Director, member of the Compensation and Nominating and Corporate Governance Committees
|
Joseph Ferguson
|
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53
|
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Lead Independent Director, member of the Audit Committee
|
Philip Gay
|
| |
62
|
| |
Director, Chairman of the Audit Committee, and member of the Compensation and Nominating and Corporate Governance Committees
|
Duane Miller
|
| |
73
|
| |
Director, Chairman of the Nominating and Corporate Governance Committee, and member of the Audit and Compensation Committees
|
Jeffrey Mirvis
|
| |
56
|
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Director, member of the Audit, Compensation, and Nominating and Corporate Governance Committees
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Barbara L. Whittaker
|
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69
|
| |
Director, member of the Compensation and Nominating and Corporate Governance Committees
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OUR POLICY OR
PRACTICE |
| |
DESCRIPTION AND BENEFIT TO OUR SHAREHOLDERS
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SHAREHOLDER RIGHTS
|
|||
Annual Election
of Directors |
| |
Our directors are elected annually, allowing our shareholders to hold them accountable for the discharge of their duties.
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Single Class of Outstanding
Voting Stock |
| |
We have no class of preferred stock outstanding, meaning our common shareholders control our company, with equal voting rights. All common shareholders are entitled to vote for each proposal.
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Majority Voting for
Director Elections |
| |
We have a majority vote standard for uncontested director elections, which increases Board accountability to our shareholders.
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Mandatory Director
Resignation Policy |
| |
Incumbent directors must tender their resignation effective upon the failure to receive the required number of votes and the acceptance by our Board.
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Ability to Amend Bylaws
|
| |
Our shareholders have the ability to amend our bylaws by a majority vote.
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No Exclusive Forum or Fee
Shifting Bylaws |
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Our bylaws do not require that certain shareholder disputes be brought in a particular forum nor are shareholders required to pay our legal fees if they do not substantially prevail in any litigation brought against our company.
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No Poison Pill
|
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We do not have a shareholder rights plan (commonly referred to as a “poison pill”).
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BOARD STRUCTURE
|
|||
Governance
Guidelines |
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Our Code of Business Conduct and Ethics provide shareholders with information regarding the policies applicable to our Board and officers.
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Majority
Independent |
| |
Eight of our nine director nominees, or 89%, are independent, ensuring that our Board oversees our company without undue influence from management.
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Lead Independent Director
|
| |
Our Lead Independent Director is selected by our independent directors to preside at executive sessions of independent directors.
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Director Ownership
Guidelines |
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Under our ownership guidelines, directors are required to own stock worth 3x their annual cash retainer within approximately 5 years of joining the Board or the date of the guidelines.
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Committee
Governance |
| |
Our Board Committees have written charters and are comprised exclusively of independent directors. Committee composition and charters are reviewed annually by our Board.
|
Overboarding
|
| |
None of our directors serve on more than three public company boards.
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Board Refreshment
Process |
| |
Our Board or our Board’s Nominating and Corporate Governance Committee annually evaluates our directors and Board composition focused on the alignment of director skills and company strategy.
|
OUR POLICY OR
PRACTICE |
| |
DESCRIPTION AND BENEFIT TO OUR SHAREHOLDERS
|
Performance Evaluations
|
| |
Our Board’s Nominating and Corporate Governance Committee oversees a performance evaluation of our Board and its Committees and leadership to ensure that they continue to serve the best interests of shareholders.
|
Access to Management
and Experts |
| |
Our Board and Committees have complete access to all levels of management and can engage advisors at our expense, giving them access to employees with direct responsibility for managing our company and experts to help them fulfill their oversight responsibilities on behalf of our shareholders.
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Succession Planning
|
| |
Our Board’s Compensation Committee and/or the full Board reviews senior executive successors to identify and develop our future leaders and ensure business continuity if any of these key employees were to leave our company.
|
•
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Sorting the broken-down units returned by customers utilizing an innovative and efficient core-sorting process
|
•
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Reconditioning and re-utilizing durable components after passing rigorous testing processes
|
•
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compliance with governmental laws, rules and regulations
|
•
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confidentiality
|
•
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conflicts of interest and corporate opportunities
|
•
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insider trading, which is supplemented by a robust policy applicable to the Company’s directors, officers and employees.
|
•
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director qualifications, including a statement that the Company seeks directors with a diverse set of expertise and experience, that the Company values integrity and the ability to work with other members of the board and senior management, and also that the Company will take into account the diversity of a candidate’s perspectives, background and other demographics and characteristics.
|
•
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Related Person Transaction Policy. This policy makes certain material transactions between a company and related persons subject to approval or ratification in order to avoid conflicts of interest or the perception thereof. The policy includes the following terms:
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•
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“Related Person” includes directors, executive officers, beneficial owners of more than 5% of the Company’s securities, immediate family members of the foregoing, and other related entities.
|
•
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$120,000 materiality threshold for applicability of the policy.
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•
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The policy requires annual Audit Committee status reports on related person transactions.
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•
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Various types of transactions are automatically pre-approved under the policy, including regular executive compensation reported on the Company’s proxy statement pursuant to Item 402 of Regulation S-K and ordinary-course transactions where a related person owns 10% or less of the equity interest in another party to the related party transaction.
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•
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Clawback Policy. This policy allows the Company to recoup certain compensation awards paid to executives in the event of restatement of the financial results upon which the awards were based. The policy includes the following terms:
|
•
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The policy is triggered when there is a restatement to the Company’s financial statements to correct a material error that the Board or Compensation Committee determines is a result of fraud or intentional misconduct of a participant in the Company’s incentive plans.
|
•
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The policy applies to all bonuses, incentive compensation, and equity-based awards granted after the end of Fiscal 2017.
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•
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Stock Ownership Guidelines. These guidelines were adopted on February 17, 2017. They serve to align the interests of directors and officers with the Company by requiring them to acquire and hold an amount of stock with an aggregate market value equal to a specified multiple of their base salary. The policy includes the following terms:
|
•
|
The Chief Executive Officer is expected to hold, within approximately 5 years after attaining his or her position or the date of the guidelines, shares of Company common stock worth 3 times his or her base salary.
|
•
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Named executive officers other than the Chief Executive Officer are expected to hold, within approximately 5 years after attaining their position or the date of the guidelines, shares of Company common stock worth 2 times their base salary.
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•
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Each non-employee director is expected to hold, within approximately 5 years after attaining his or her position or the date of the guidelines, shares of Company common stock worth 3 times his or her annual cash retainer.
|
•
|
As of March 31, 2020, Mr. Joffe held shares of Company common stock worth in excess of 3 times his base salary, Mr. Lee, Mr. Schooner, Mr. Mochulsky and Mr. Umansky each held shares of Company less than 2 times their respective base salaries. As of March 31, 2020, not all of our non-employee directors held shares of Company common stock worth 3 times his or her annual cash retainer, however, as of June 30, 2020, all our non-employee directors met the requirement.
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Name
|
| |
Age
|
| |
Position with the Company
|
David Lee
|
| |
50
|
| |
Chief Financial Officer
|
Richard Mochulsky
|
| |
52
|
| |
SVP, Sales and Marketing
|
Doug Schooner
|
| |
51
|
| |
Chief Manufacturing Officer, SVP, Operations for
Under-the-Car Product Lines |
Michael Umansky
|
| |
79
|
| |
Former Vice President, Secretary and General Counsel
|
•
|
Selwyn Joffe, President and Chief Executive Officer and Chairman of the Board
|
•
|
David Lee, Chief Financial Officer
|
•
|
Richard Mochulsky, SVP, Sales and Marketing
|
•
|
Michael Umansky, Former Vice President, Secretary and General Counsel
|
•
|
Doug Schooner, Chief Manufacturing Officer, SVP, Operations for the Under-the-Car Product Lines
|
•
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Provide appropriate incentives to our executive officers to implement our strategic business objectives and achieve the desired Company performance;
|
•
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Reward our executive officers for their contribution to our success in building long-term shareholder value; and
|
•
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Provide compensation that will attract and retain superior talent and reward performance.
|
Named Executive Officer
|
| |
Base Salary
|
Selwyn Joffe
|
| |
$752,960
|
David Lee
|
| |
$319,000
|
Richard Mochulsky
|
| |
$278,300
|
Doug Schooner
|
| |
$388,800
|
Michael Umanksy
|
| |
$300,000
|
Named Executive Officer
|
| |
Target Incentive
Compensation |
| |
Targeted Compensation
for Achieving the Targeted Performance on the Company Performance Goal (70% of Total) |
| |
Targeted
Compensation for Achieving Individual Goals (30%) |
Selwyn Joffe
|
| |
$790,608
|
| |
$553,426
|
| |
$237,182
|
David Lee
|
| |
$175,450
|
| |
$122,815
|
| |
$52,635
|
Richard Mochulsky
|
| |
$110,477
|
| |
$77,334
|
| |
$33,143
|
Doug Schooner
|
| |
$126,840
|
| |
$88,788
|
| |
$38,052
|
Michael Umanksy
|
| |
$—
|
| |
$—
|
| |
$—
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage Achievement
|
|
|
Launch New Endeavors / 50%
|
| |
Developed full line brake program, launched brake caliper program line and bolstered diagnostics in electric vehicle and aerospace
Rollout of rotating electrical diagnostics, JBT-1, launched production of wheel hubs in house, expanded Malaysia production presence Spread risk of supply chain with launch in Mexican market with establishment of Epicq |
| |
100%
|
|
|
Improve Processes / 40%
|
| |
Transfer manufacturing and distribution to lower cost countries according to timeline, consolidate distribution, enhance new product innovation
|
| |
100%
|
|
|
Grow Existing Business / 10%
|
| |
Remediate material weakness
|
| |
100%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage Achievement
|
|
|
Positive Cash Flow / 40%
|
| |
Positive cash flow was achieved, enhanced budgeting and forecasting systems implemented
|
| |
100%
|
|
|
Remediate Material Weakness / 40%
|
| |
Material Weakness was remediated in one year, enhanced automation of accounting procedures
|
| |
100%
|
|
|
All SEC Filings made timely / 10%
|
| |
All SEC Filings were timely without extension available due to COVID-19
|
| |
100%
|
|
|
Improve Internal Accounting Function / 10%
|
| |
Completed improvement plan, including new policies, processes and hires
|
| |
100%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage Achievement
|
|
|
Increase Profitable Sales / Create Sales Strategies by Customer / Product Line / 70%
|
| |
Gross Margin increase, growth in all major categories, successfully implemented price increases, added new marketplace (Mexico)
|
| |
100%
|
|
|
Roll out Brake Caliper Business / 30%
|
| |
Added and facilitated major customer, created potential pipeline
|
| |
100%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage Achievement
|
|
|
Transfer Manufacturing/Distribution to lower cost countries according to pre-determined timeline / 100%
|
| |
Opened new distribution center to consolidate multiple products lines (40% of goal)
|
| |
100%
|
|
|
|
| |
Completed implementation of new manufacturing of rotating electrical to Malaysia (30% of goal)
|
| |
100%
|
|
|
|
| |
Launched new vacuum brake boosters in Mexico (20% of goal)
|
| |
100%
|
|
|
|
| |
Implemented wheel hub manufacturing in Malaysia (10% of goal)
|
| |
100%
|
|
Named Executive Officer
|
| |
Target
Incentive Payment |
| |
Company
Performance Related Incentive Payment |
| |
Individual Goal
Incentive Payment |
| |
Total Actual
Incentive Payment |
Selwyn Joffe
|
| |
$790,608
|
| |
$510,440
|
| |
$237,182
|
| |
$747,622
|
David Lee
|
| |
$175,450
|
| |
$113,260
|
| |
$52,635
|
| |
$165,895
|
Richard Mochulsky
|
| |
$110,477
|
| |
$71,330
|
| |
$33,143
|
| |
$104,473
|
Doug Schooner
|
| |
$126,840
|
| |
$81,900
|
| |
$38,052
|
| |
$119,952
|
Michael Umanksy
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Named Executive Officer
|
| |
Stock Options
|
| |
Restricted
Stock Units |
Selwyn Joffe
|
| |
88,875
|
| |
35,580
|
David Lee
|
| |
14,875
|
| |
5,955
|
Richard Mochulsky
|
| |
6,250
|
| |
2,502
|
Doug Schooner
|
| |
6,250
|
| |
2,502
|
Michael Umanksy
|
| |
—
|
| |
—
|
Name & Principal Position
|
| |
Fiscal
Year |
| |
Salary(1)
|
| |
Bonus(2)
|
| |
Stock
Awards(3) |
| |
Options
Awards(3) |
| |
Non-Equity
Incentive Plan Compensation |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings |
| |
All Other
Compensation(4) |
| |
Total
|
Selwyn Joffe
Chairman of the Board President and CEO |
| |
2020
|
| |
$752,960
|
| |
$100
|
| |
$709,109
|
| |
$775,039
|
| |
$747,622
|
| |
$—
|
| |
$102,115
|
| |
$3,086,945
|
|
2019
|
| |
752,960
|
| |
100
|
| |
2,044,150
|
| |
728,088
|
| |
—
|
| |
—
|
| |
155,434
|
| |
3,680,732
|
||
|
2018
|
| |
746,945
|
| |
237,100
|
| |
668,560
|
| |
711,501
|
| |
476,000
|
| |
—
|
| |
154,523
|
| |
2,994,629
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
David Lee
Chief Financial Officer |
| |
2020
|
| |
$319,000
|
| |
$100
|
| |
$118,683
|
| |
$129,718
|
| |
$165,895
|
| |
$—
|
| |
$68,164
|
| |
$801,560
|
|
2019
|
| |
319,000
|
| |
100
|
| |
104,500
|
| |
122,221
|
| |
—
|
| |
—
|
| |
97,642
|
| |
643,463
|
||
|
2018
|
| |
316,769
|
| |
68,100
|
| |
112,340
|
| |
119,449
|
| |
106,000
|
| |
—
|
| |
92,751
|
| |
815,409
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
SVP, Sales and Marketing |
| |
2020
|
| |
$274,894
|
| |
$100
|
| |
$49,865
|
| |
$54,503
|
| |
$104,473
|
| |
$—
|
| |
$52,218
|
| |
$536,053
|
|
2019
|
| |
253,000
|
| |
100
|
| |
38,000
|
| |
43,650
|
| |
—
|
| |
—
|
| |
99,380
|
| |
434,130
|
||
|
2018
|
| |
234,148
|
| |
25,600
|
| |
41,100
|
| |
42,846
|
| |
59,500
|
| |
—
|
| |
94,753
|
| |
497,947
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
Chief Manufacturing Officer, SVP, Operations Under-the-Car Product Lines |
| |
2020
|
| |
$362,216
|
| |
$100
|
| |
$49,865
|
| |
$54,503
|
| |
$119,952
|
| |
$—
|
| |
$69,460
|
| |
$656,096
|
|
2019
|
| |
333,254
|
| |
100
|
| |
38,000
|
| |
43,650
|
| |
—
|
| |
—
|
| |
98,069
|
| |
513,073
|
||
|
2018
|
| |
321,139
|
| |
34,100
|
| |
87,680
|
| |
92,184
|
| |
68,000
|
| |
—
|
| |
92,881
|
| |
695,984
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Michael Umansky
Vice President, Secretary and General Counsel |
| |
2020
|
| |
$395,077
|
| |
$100
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$237,276
|
| |
$632,453
|
|
2019
|
| |
506,000
|
| |
100
|
| |
93,100
|
| |
107,380
|
| |
—
|
| |
—
|
| |
92,477
|
| |
799,057
|
||
|
2018
|
| |
506,000
|
| |
30,100
|
| |
98,640
|
| |
105,167
|
| |
61,000
|
| |
—
|
| |
90,529
|
| |
891,436
|
(1)
|
Mr. Joffe’s Salary includes $24,000 to pay for disability insurance, as discussed in his CEO Employment Agreement.
|
(2)
|
Amounts in the “Bonus” column include a $100 bonus paid to each of the Company’s employees during December of each year, including the named executive officers, and bonuses awarded to the named executive officers based on the achievement of Individual Goals under the Company’s Annual Cash-Based Incentive Program for Fiscal Year 2018. Starting in Fiscal Year 2020, amounts awarded to named executive officers based on the achievement of Individual Goals under the Company’s Annual Cash-Based Incentive Program will be placed in the Non-Equity Incentive Plan Compensation column, along with the amounts awarded for the achievement for the Company Performance Goals under our annual organizational budgeting, strategic planning and goal setting process.
|
(3)
|
Stock and option award amounts represent the aggregate grant date fair value of stock awards and options granted during the fiscal years ended March 31, 2020, 2019, and 2018. We provide information regarding the assumptions used to calculate the value of all options and stock awards made to executive officers in Note 2 to the Company’s consolidated financial statements contained in its Annual Report on Form 10-K filed on June 15, 2020. For Mr. Joffe, the stock award for fiscal 2019 includes a grant of restricted stock that vested based on performance measures for Fiscal 2019 determined in accordance with Mr. Joffe’s employment agreement, which was amended on February 5, 2019. For more detail on this award, see “Compensation Discussion and Analysis—Determining Executive Compensation—Equity-Based Incentive Programs.”
|
(4)
|
The following chart is a summary of the items that are included in the “All Other Compensation” totals for the fiscal year ended March 31, 2020:
|
Name
|
| |
Automobile
Expenses |
| |
Insurance
Premiums(1) |
| |
401K
Employer’s Contribution |
| |
Deferred
Compensation Plan Employer’s Contribution |
| |
Other(2)
|
| |
Total
|
Selwyn Joffe
|
| |
$18,000
|
| |
$55,643
|
| |
$5,883
|
| |
$22,589
|
| |
$—
|
| |
$102,115
|
David Lee
|
| |
$—
|
| |
$58,594
|
| |
$9,570
|
| |
$—
|
| |
$—
|
| |
$68,164
|
Richard Mochulsky
|
| |
$—
|
| |
$42,365
|
| |
$1,606
|
| |
$8,247
|
| |
$—
|
| |
$52,218
|
Doug Schooner
|
| |
$—
|
| |
$58,594
|
| |
$10,866
|
| |
$—
|
| |
$—
|
| |
$69,460
|
Michael Umansky
|
| |
$114
|
| |
$37,482
|
| |
$10,830
|
| |
$14,521
|
| |
$174,329
|
| |
$237,276
|
(1)
|
For all our named executive officers, these premiums include premiums for health insurance.
|
(2)
|
For Mr. Umansky, “Other” compensation represents the payment of accrued vacation.
|
|
| |
|
| |
Estimate future payouts under non-equity
incentive plan awards |
| |
|
| |
|
| |
|
| |
|
||||||
Name
|
| |
Grant Date
|
| |
Threshold
(80% of Target) |
| |
Target
|
| |
Maximum
(120% of Target) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units(1) |
| |
All Other
Option Awards: Number of Securities Underlying Options(1) |
| |
Exercise or
Base Price of Option Awards |
| |
Grant Date
Fair Value of Stock and Option Awards |
Selwyn Joffe
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
—
|
| |
88,875
|
| |
$19.93
|
| |
$775,039
|
Selwyn Joffe
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
35,380
|
| |
—
|
| |
$19.93
|
| |
$709,109
|
Selwyn Joffe
|
| |
06/07/2019
|
| |
$632,486
|
| |
$790,608
|
| |
$948,730
|
| |
|
| |
|
| |
|
| |
|
David Lee
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
—
|
| |
14,875
|
| |
$19.93
|
| |
$129,718
|
David Lee
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
5,955
|
| |
—
|
| |
$19.93
|
| |
$111,683
|
David Lee
|
| |
06/07/2019
|
| |
$140,360
|
| |
$175,450
|
| |
$210,540
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
—
|
| |
6,250
|
| |
$19.93
|
| |
$54,503
|
Richard Mochulsky
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
2,502
|
| |
—
|
| |
$19.93
|
| |
$49,865
|
Richard Mochulsky
|
| |
06/07/2019
|
| |
$88,382
|
| |
$110,477
|
| |
$132,572
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
—
|
| |
6,250
|
| |
$19.93
|
| |
$54,503
|
Doug Schooner
|
| |
07/02/2019
|
| |
|
| |
|
| |
|
| |
2,502
|
| |
—
|
| |
$19.93
|
| |
$49,865
|
Doug Schooner
|
| |
06/07/2019
|
| |
$101,472
|
| |
$126,840
|
| |
$152,208
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Each stock option and restricted stock unit award vests over a three-year period, subject to continued employment.
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable Vested |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable Unvested |
| |
Number of
Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock Unvested (#) |
| |
Market Value
of Shares or Units of Stock Unvested ($) |
Selwyn Joffe
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
109,100
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
|
| |
124,100
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
|
| |
83,700
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
|
| |
26,200
|
| |
|
| |
—
|
| |
$ 31.13
|
| |
9/3/2025
|
| |
|
| |
|
|
| |
51,200
|
| |
—
|
| |
—
|
| |
$ 28.68
|
| |
6/23/2026
|
| |
|
| |
|
|
| |
36,533
|
| |
18,267(1)
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
|
| |
27,800
|
| |
55,600(2)
|
| |
—
|
| |
$ 19.00
|
| |
6/17/2028
|
| |
|
| |
|
|
| |
|
| |
88,875(3)
|
| |
|
| |
$ 19.93
|
| |
7/1/2029
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
8,133(1)
|
| |
$ 102,313
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
22,067(2)
|
| |
$277,603
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
35,580(3)
|
| |
$447,596
|
David Lee
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
30,900
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
|
| |
20,900
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
|
| |
9,300
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
|
| |
6,500
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
|
| |
10,800
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
|
| |
6,133
|
| |
3,067(1)
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
|
| |
4,667
|
| |
9,333(2)
|
| |
—
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
|
| |
|
| |
14,875(3)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,367(1)
|
| |
$17,197
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,667(2)
|
| |
$46,131
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,955(3)
|
| |
$74,914
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable Vested |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable Unvested |
| |
Number of
Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock Unvested (#) |
| |
Market Value
of Shares or Units of Stock Unvested ($) |
Richard Mochulsky
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4,700
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
|
| |
9,400
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
|
| |
4,200
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
|
| |
2,900
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
|
| |
5,900
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
|
| |
2,200
|
| |
1,100(1)
|
| |
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
|
| |
1,667
|
| |
3,333(2)
|
| |
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
|
| |
|
| |
6,250(3)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
500(1)
|
| |
$6,290
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,333(2)
|
| |
$ 16,769
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,502(3)
|
| |
$ 31,475
|
Doug Schooner
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
6,400
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
|
| |
5,600
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
|
| |
9,000
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
|
| |
4,733
|
| |
2,367(1)
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
|
| |
1,667
|
| |
3,333(2)
|
| |
—
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
|
| |
|
| |
6,250(3)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,067(1)
|
| |
$13,423
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,333(2)
|
| |
$16,769
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,502(3)
|
| |
$31,475
|
Michael Umansky
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
7,400
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
|
| |
15,000
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
|
| |
6,600
|
| |
—
|
| |
—
|
| |
$ 22.93
|
| |
6/21/2024
|
| |
|
| |
|
|
| |
4,700
|
| |
—
|
| |
—
|
| |
$ 31.13
|
| |
9/3/2025
|
| |
|
| |
|
|
| |
11,000
|
| |
—
|
| |
—
|
| |
$ 28.68
|
| |
6/23/2026
|
| |
|
| |
|
|
| |
5,400
|
| |
2,700(1)
|
| |
|
| |
$ 27.40
|
| |
6/19/2027
|
| |
|
| |
|
|
| |
4,100
|
| |
8,200(2)
|
| |
|
| |
$ 19.00
|
| |
6/17/2028
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,200(1)
|
| |
$15,096
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,267(2)
|
| |
$41,099
|
(1)
|
This award vests in three equal annual installments beginning on the first anniversary of the grant date, June 20, 2017, subject to continued employment.
|
(2)
|
This award vests in three equal annual installments beginning on the first anniversary of the grant date, June 18, 2018, subject to continued employment
|
(3)
|
This award vests in three equal annual installments beginning on the first anniversary of the grant date, July 2, 2019, subject to continued employment.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired on Exercise |
| |
Value
Realized on Exercise |
| |
Number of
Shares Acquired on Vesting |
| |
Value
Realized on Vesting |
Selwyn Joffe
|
| |
—
|
| |
$—
|
| |
97,934
|
| |
$1,792,893
|
David Lee
|
| |
—
|
| |
$—
|
| |
4,132
|
| |
$69,434
|
Richard Mochulsky
|
| |
—
|
| |
$—
|
| |
1,600
|
| |
$26,975
|
Doug Schooner
|
| |
—
|
| |
$—
|
| |
2,533
|
| |
$42,941
|
Michael Umansky
|
| |
—
|
| |
$—
|
| |
3,500
|
| |
$58,660
|
Name
|
| |
Executive
Contributions in Last FY(1) |
| |
Registrant
contribution in last FY(2) |
| |
Aggregate
Earnings in Last FY(3) |
| |
Aggregate
Withdrawals/ Distributions |
| |
Aggregate
Balance at Last FY(4) |
Selwyn Joffe
|
| |
$22,589
|
| |
$22,589
|
| |
$16,770
|
| |
$(1,369,928)
|
| |
$37,466
|
David Lee
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Richard Mochulsky
|
| |
$82,468
|
| |
$8,247
|
| |
$(37,078)
|
| |
$—
|
| |
$374,945
|
Doug Schooner
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Michael Umansky
|
| |
$38,722
|
| |
$14,521
|
| |
$168,180
|
| |
$(1,432,148)
|
| |
$—
|
(1)
|
Executive Contributions in Last FY, shows the amount that the named executive officer elected to defer in Fiscal 2020 under the DCP. These amounts represent compensation earned by the named executive officers in Fiscal 2020, and are therefore also reported in the appropriate column in the Summary Compensation Table above.
|
(2)
|
Registrant Contributions in Last FY, shows the amounts credited in Fiscal 2020 as company contributions to the accounts of our named executive officers under the DCP. These amounts are also reported in the Summary Compensation Table above, in Column (i), All Other Compensation.
|
(3)
|
Aggregate Earnings in Last FY, shows the net amounts credited to the DCP accounts of our named executive officer as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure below. These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table.
|
(4)
|
Aggregate Balance at Last FY, shows the amounts of the DCP account balances at the end of Fiscal 2020 for each of our named executive officers.
|
Name
|
| |
Contribution
|
| |
Interest(a)
|
| |
Total
|
Selwyn Joffe
|
| |
$22,589
|
| |
$—
|
| |
$22,589
|
David Lee
|
| |
$—
|
| |
$—
|
| |
$—
|
Richard Mochulsky
|
| |
$8,247
|
| |
$—
|
| |
$8,247
|
Doug Schooner
|
| |
$—
|
| |
$—
|
| |
$—
|
Michael Umansky
|
| |
$14,521
|
| |
$—
|
| |
$14,521
|
(a)
|
No interest is paid by the registrant.
|
Benefit
|
| |
Termination
by Company for Cause(1) |
| |
Death(2)
|
| |
Disability(3)
|
| |
Voluntary
Termination by Mr. Joffe for Good Reason or Termination by Company w/o Cause(4) |
| |
After Change in
Control: Voluntary Termination by Mr. Joffe(5) |
Salary Contribution
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$1,505,920
|
| |
$1,505,920
|
Bonus
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$747,822
|
| |
$747,822
|
Executive Awards(6)
|
| |
$—
|
| |
$1,763,085
|
| |
$1,763,085
|
| |
$4,279,098
|
| |
$4,279,098
|
Healthcare
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$111,286
|
| |
$—
|
Automobile Allowance(7)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$36,000
|
| |
$—
|
(1)
|
Upon a termination for cause, Mr. Joffe will be entitled to his accrued salary, bonus, if any, reimbursable expenses, and benefits owing to him through the day of his termination.
|
(2)
|
Mr. Joffe’s employment term will end on the date of his death. Upon such event, Mr. Joffe’s estate will be entitled to receive his accrued salary, bonus, if any, benefits (including accrued but unused vacation time) and reimbursable expenses, owing to Mr. Joffe through the date of his death, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe’s estate will assume Mr. Joffe’s rights under our equity incentive plans and certain of his rights under his Amended Employment Agreement.
|
(3)
|
If during the employment term, Mr. Joffe is terminated by us as a result of his physical or mental illness or incapacity as determined in accordance with the procedures set forth in the Amended Employment Agreement, Mr. Joffe will be entitled to receive his accrued salary, bonus, if any, reimbursable expenses, benefits owing to Mr. Joffe through the date of termination, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe will be entitled to receive the benefits payable pursuant to a disability insurance policy purchased by Mr. Joffe with the Disability Insurance Payment.
|
(4)
|
Upon a termination by Mr. Joffe for good reason or by us without cause, Mr. Joffe will be entitled to receive through the date which is two years after the termination date: (i) his salary at the annual rate as in effect immediately prior to the termination date; (ii) his average bonus earned for the two years immediately prior to the year in which his employment agreement is terminated (or if such termination occurs within the first three months of our fiscal year, for the second and third years preceding the year in which such termination occurs); (iii) the Benefits; (iv) reimbursable expenses, and (v) vested but undistributed shares of common stock granted.
|
(5)
|
If a change in control occurs and Mr. Joffe voluntarily terminates his employment agreement for good reason or Mr. Joffe’s employment is terminated by us without cause within two years following a change in control, then Mr. Joffe will be entitled to receive either the severance benefit as described in the next sentence of this footnote or the benefits described in the immediately preceding footnote, whichever is more favorable to Mr. Joffe, and we will pay Mr. Joffe any reimbursable expenses owed to him through the termination date and vested but undistributed shares of restricted stock granted. The severance benefit will be equal to (i) two times Mr. Joffe’s salary at the annual rate in effect immediately prior to the date of the change in control plus (ii) two times Mr. Joffe’s average bonus earned for the two years immediately prior to the year in which the change in control occurs.
|
(6)
|
Upon the termination of his employment agreement, for any reason other than termination by us for cause or termination by Mr. Joffe without good reason, (i) any equity awards made pursuant to Paragraph 5(f) of the Amended Employment Agreement (“Executive Awards”) under our 2010 Incentive Plan which are not fully vested will immediately vest and remain exercisable by Mr. Joffe for a period of two years or, if shorter, until the ten year anniversary of the date of grant of each such Executive Award and (ii) any restricted stock awards contemplated by Paragraph 5(g) of the Amended Employment Agreement (such awards, together with the Executive Awards, the “Equity Awards”) (i) will vest in full for the shares granted for the then current Performance Cycle and (b) 66,667 shares will be granted for each other Performance Cycle during the remaining term of the Amended Employment Agreement. The inherent value shown in the table is the additional compensation expense we would have recorded upon the immediate vesting of all Equity Awards which were not fully vested at March 31, 2020. Executive Awards include incentive stock options and nonqualified stock options, restricted stock, restricted stock units, performance awards, dividend equivalent rights, stock payments, deferred stock, deferred stock units, SARs and cash awards.
|
(7)
|
Mr. Joffe is entitled to receive an automobile allowance in the amount of $1,500 per month for two years, payable monthly. In addition, all costs of operating the automobile, including fuel, oil, insurance, repairs, maintenance and other expenses, are our responsibility.
|
Name
|
| |
Fees Earned
or Paid in Cash |
| |
Stock
Awards(1) |
| |
Option
Awards(1) |
| |
All Other
Compensation |
| |
Total
|
Scott J. Adelson
|
| |
$80,408
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$145,408
|
Rudolph Borneo
|
| |
$93,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$158,000
|
David Bryan
|
| |
$67,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$132,000
|
Joseph Ferguson
|
| |
$81,645
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$146,645
|
Philip Gay
|
| |
$103,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$168,000
|
Duane Miller
|
| |
$90,500
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$155,500
|
Jeffrey Mirvis
|
| |
$80,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$145,000
|
Barbara L. Whittaker
|
| |
$67,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$132,000
|
(1)
|
Award amounts represent the aggregate grant date fair value of the awards during Fiscal 2020. We provide information regarding the assumptions used to calculate all awards made to non-employee directors in Note 2 to the Company’s consolidated financial statements contained in its Annual Report on Form 10-K filed on June 15, 2020. These awards vest in three equal annual installments, commencing on the anniversary date of the grant. As of March 31,2020, (i) each of the non-employee directors held 6,723 unvested shares subject to stock awards and (ii) none of the non-employee directors held unvested option awards.
|
Name and address of Beneficial Shareholder
|
| |
Amount and Nature of
Beneficial Ownership(1) |
| |
Percent of
Class |
BlackRock Fund Advisors(2)
55 East 52nd Street, New York, NY 10055 |
| |
2,760,625
|
| |
14.5%
|
Global Alpha Capital Management, LTD(2)
1800 McGill College, Suit 2310, Montreal, Quebec H3A 3J6 |
| |
2,023,110
|
| |
10.6
|
Pzena Investment Management, LLC(2)
320 Park Ave, Ste 8, New York, NY 10022 |
| |
1,823,664
|
| |
9.6
|
Wellington Management Company(2)
280 Congress Street, Boston, MA 02210 |
| |
1,746,047
|
| |
9.2
|
Dimensional Fund Advisors, L.P. (U.S.)(2)
1299 Ocean Ave, Santa Monica, CA 90401 |
| |
1,587,581
|
| |
8.3
|
Private Capital Management, LLC(2)
8889 Pelican Bay Boulvard, Suite 500, Naples, Florida 34108 |
| |
1,302,968
|
| |
6.9
|
The Vanguard Group Inc.(2)
P.O. Box 1110, Valley Forge, PA 19482-1110 |
| |
1,254,733
|
| |
6.6
|
Selwyn Joffe(3)
|
| |
755,586
|
| |
4.0
|
Scott Adelson(4)
|
| |
56,581
|
| |
*
|
Rudolph Borneo(5)
|
| |
70,530
|
| |
*
|
David Bryan
|
| |
9,381
|
| |
*
|
Joseph Edwin Ferguson
|
| |
8,999
|
| |
*
|
Philip Gay(6)
|
| |
25,204
|
| |
*
|
David Lee(7)
|
| |
120,476
|
| |
*
|
Duane Miller(8)
|
| |
9,461
|
| |
*
|
Jeffrey Mirvis(9)
|
| |
39,179
|
| |
*
|
Richard Mochulsky(10)
|
| |
43,379
|
| |
*
|
Doug Schooner(11)
|
| |
43,997
|
| |
*
|
Michael Umansky(12)
|
| |
73,874
|
| |
*
|
Barbara Whittaker
|
| |
7,561
|
| |
*
|
Directors and executive officers as a group — 15 persons(13)
|
| |
1,303,114
|
| |
6.9%
|
*
|
Less than 1% of the outstanding common stock.
|
(1)
|
The listed shareholders, unless otherwise indicated in the footnotes below, have direct ownership over the amount of shares indicated in the table.
|
(2)
|
Based on information contained in filings made by such shareholders with the SEC on as reported in each such shareholder’s most recent Schedule 13F filing. Since there may have been subsequent purchases or sales of securities, this information may not reflect the current holdings by these shareholders.
|
(3)
|
Includes 534,325 shares issuable upon exercise of currently exercisable options granted under the Third Amended and Restated 2010 Incentive Award Plan (the “2010 Incentive Award Plan”).
|
(4)
|
Includes 9,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(5)
|
Includes 12,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(6)
|
Includes 12,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(7)
|
Includes 101,891 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(8)
|
Includes 6,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(9)
|
Includes 9,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(10)
|
Includes 35,816 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(11)
|
Includes 33,516 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(12)
|
Includes 61,000 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(13)
|
Includes 800,152 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan and 48,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
|
| |
2020
|
| |
2019
|
| |
2018
|
Audit Fees
|
| |
$ 3,666,000
|
| |
$ 2,981,000
|
| |
$ 1,991,000
|
Tax Fees
|
| |
219,000
|
| |
326,000
|
| |
254,000
|
All Other Fees
|
| |
5,000
|
| |
2,000
|
| |
2,000
|
Total
|
| |
$3,890,000
|
| |
$ 3,309,000
|
| |
$ 2,247,000
|
•
|
Increases the number of shares of common stock authorized for issuance by 1,200,000 (the “Share Reserve Amendment”);
|
•
|
Subject to certain exceptions, provides that awards granted following the effective date of the Amended Plan may not vest earlier than the date that is one year following the grant date of the award;
|
•
|
Provides that the aggregate number of shares available for issuance under the Amended Plan will be reduced by 1.7 shares for each share subject to an award other than a stock option or stock appreciation right (a “Full Value Award”) that is granted on or after the effective date of the Amended Plan, and that the number of shares available for issuance will be increased by 1.7 shares for each share subject to a Full Value Award granted on or after the effective date of the Amended Plan that again becomes available for grant pursuant to the terms of the Amended Plan;
|
•
|
Provides that performance-based awards granted under the Amended Plan will accelerate and vest in full at target (unless provided otherwise in an individual agreement between the Company and a participant) upon a change of control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards;
|
•
|
Extends the term of the Amended Plan through July 21, 2030; and
|
•
|
Removes certain provisions which were otherwise required for awards to qualify as performance-based compensation under Section 162(m) of the IRC prior to its repeal under the Tax Cuts and Jobs Act of 2017 (each amendment to the Plan other than the Share Reserve Amendment, the “Ancillary Amendments”).
|
•
|
As of July 13, 2020, the number of shares of common stock that remained available for issuance under the Plan was 74,920, which represents 0.39% of shares of common stock outstanding on such date (based on 19,018,546 shares of common stock outstanding). As of March 31, 2020, the average weighted per share exercise price of all outstanding stock options was $18.18 and the weighted average remaining contractual term was 5.99 years.
|
•
|
In Fiscal 2020, Fiscal 2019 and Fiscal 2018, our usage of shares of our common stock for the Plan as a percentage of our outstanding stock (i.e., our “burn rate”) was 2.80%, 3.28% and 1.73%, respectively. Our burn rate was calculated by dividing the number of shares subject to awards granted during the fiscal year by the weighted average number of shares outstanding during the fiscal year. Our average annual burn rate over this three-year period was 2.60%.
|
•
|
The shares to be reserved for issuance under the Amended Plan represents an increase of 1,200,000 shares, and the aggregate additional authorized shares being requested represents 6.32% of our outstanding common stock on July 13, 2020. Our Board of Directors anticipates that the proposed share increase will be sufficient for us to continue granting equity-based awards under the Amended Plan through at least 2022 based on our average burn rate over the past three fiscal years. We are unable to predict our actual future burn rate which will depend on a number of factors including the competitive dynamics for attracting, retaining and motivating our current and future employees, our future stock price, the impact of any future acquisitions we may make, any changes in tax laws, and any changes in accounting rules related to share-based compensation and other factors.
|
•
|
If approved, the issuance of the shares to be reserved under the Amended Plan would increase the overhang by approximately 6.7% of shares of common stock outstanding (determined as of July 13, 2020), and total overhang (including outstanding awards and shares available for future grants under the Amended Plan) at the end of Fiscal 2020 would be approximately 11.4%.
|
•
|
Stock Options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other IRC requirements are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (110% in the case of ISOs granted to certain significant shareholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). Vesting conditions determined by the plan administrator may apply to stock options, may include continued service, performance and/or other conditions.
|
•
|
Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs, and may include continued service, performance and/or other conditions.
|
•
|
Restriction on Repricing. Absent shareholder approval, neither the Compensation Committee nor the Board of Directors has the authority, with or without the consent of the affected holders of stock options or SARs, to “reprice” any stock option or SAR after the date of its initial grant with a lower exercise price in
|
•
|
Restricted Stock; Deferred Stock; Deferred Stock Units; RSUs; Performance Stock Units. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. Dividends which are paid prior to vesting will only be paid to the extent that the applicable vesting conditions are subsequently satisfied and the shares vest. Deferred stock and RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying these awards may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Performance stock units and deferred stock units are contractual rights to receive a range of shares of our common stock, cash, or a combination of cash and shares, in the future based on the attainment of specified performance goals, in addition to other conditions which may apply to these awards. Delivery of the consideration underlying the deferred stock units may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock, deferred stock, deferred stock units, RSUs and performance stock units may be based on continuing service with us or our affiliates, the attainment of performance goals and/or such other conditions as the plan administrator may determine.
|
•
|
Stock Payments. Stock payments are awards of fully vested shares of our common stock that may, but need not be, made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.
|
•
|
Dividend Equivalent Rights. Dividend equivalent rights represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payments dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents that are based on dividends paid prior to the vesting of an award will only be paid to the extent that the vesting conditions are subsequently satisfied and the award vests.
|
Name
|
| |
Number of Shares
Underlying Option Grants |
| |
Number of Shares
Restricted Stock Grants |
| |
Number of Shares
Restricted Stock Unit Grants |
Selwyn Joffe
|
| |
722,749
|
| |
172,767
|
| |
219,774
|
David Lee
|
| |
133,442
|
| |
11,600
|
| |
33,005
|
Richard Mochulsky
|
| |
57,979
|
| |
5,200
|
| |
12,001
|
Doug Schooner
|
| |
82,479
|
| |
8,100
|
| |
18,701
|
Michael Umansky
|
| |
79,900
|
| |
8,300
|
| |
15,300
|
All current Executive Officers as a group
|
| |
1,143,920
|
| |
208,567
|
| |
313,106
|
All Employees Who Are Not Executive Officers as a Group
|
| |
1,247,953
|
| |
55,600
|
| |
181,227
|
Totals
|
| |
2,391,873
|
| |
264,167
|
| |
494,333
|