Filed by the Registrant
|
| |
☒
|
| |
Filed by a party other than the Registrant
|
| |
☐
|
☐
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material under § 240.14a-12
|
|
| |
Sincerely,
|
|
| |
|
|
| |
Christopher Lien
|
|
| |
Chief Executive Officer
|
Time and Date:
|
| |
Wednesday, June 2, 2021 at 9:30 a.m. Pacific Daylight Time
|
|||
Place:
|
| |
Virtual meeting via a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/MRIN2021 (the “Annual Meeting”)
|
|||
Items of Business:
|
| |
1.
|
| |
Elect one Class II director of Marin Software Incorporated, to serve until the 2024 annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal.
|
|
| |
2.
|
| |
Vote, on a non-binding advisory basis, on the compensation paid by us to our named executive officers for the year ended December 31, 2020.
|
|
| |
3.
|
| |
Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
|
|
| |
4.
|
| |
Transact any other business as may properly come before the meeting or any adjournment or postponement of the Annual Meeting.
|
Record Date:
|
| |
Only stockholders of record at the close of business on April 15, 2021 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.
|
|||
Proxy Voting:
|
| |
Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact the Marin Software Investor Relations Department through our website at http://investor.marinsoftware.com/contact-ir or, if you are a registered holder, through our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by email through its website at www.shareholder@broadridge.com or by phone at (877) 830-4936.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Christopher Lien
|
|
| |
Chief Executive Officer
|
•
|
Proposal 1: FOR the Class II director named in this proxy statement
|
•
|
Proposal 2: FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement
|
•
|
Proposal 3: FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
|
•
|
vote at the Meeting—by following the instructions at www.virtualshareholdermeeting.com/MRIN2021, where stockholders may vote and submit questions during the Meeting. The Meeting starts at 9:30 a.m. Pacific Daylight Time on June 2, 2021. Please have your 16-Digit Control Number to join the Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;
|
•
|
vote via telephone or the Internet—in order to do so, please follow the instructions shown on your proxy card; or
|
•
|
vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the Meeting in the envelope provided.
|
•
|
selecting a firm to serve as the independent registered public accounting firm to audit our financial statements and overseeing their work;
|
•
|
reviewing the continuing independence of the independent registered public accounting firm;
|
•
|
discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;
|
•
|
establishing procedures for employees and others to submit anonymously concerns about questionable accounting or audit matters;
|
•
|
considering and reviewing the adequacy of our disclosure controls and internal controls over financial reporting;
|
•
|
reviewing material related party transactions or those that require disclosure; and
|
•
|
approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.
|
•
|
reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;
|
•
|
reviewing and approving, or recommending to our Board the compensation of our directors;
|
•
|
reviewing and approving, or recommending to our Board the terms of any compensatory agreements with our executive officers;
|
•
|
administering our stock and equity incentive plans;
|
•
|
reviewing and approving, or making recommendations to our Board with respect to, cash-based and equity-based incentive compensation; and
|
•
|
reviewing our overall compensation strategy.
|
•
|
identifying, evaluating, recruiting, and recommending candidates for membership on our Board;
|
•
|
reviewing and recommending changes to our Corporate Governance Guidelines and Codes of Conduct and Business Ethics for Directors and for Employees;
|
•
|
reviewing proposed waivers of the Code of Conduct for Directors;
|
•
|
overseeing the process of evaluating the performance of our Board; and
|
•
|
assisting our Board on corporate governance matters.
|
•
|
our Board held nine meetings and acted by unanimous written consent six times;
|
•
|
our audit committee held six meetings and acted by unanimous written consent four times;
|
•
|
our compensation committee did not hold any meetings and acted by unanimous written consent one time; and
|
•
|
our nominating and corporate governance committee held one meeting and acted by unanimous written consent one time.
|
Name of Director/Nominee
|
| |
Age
|
| |
Principal Occupation
|
| |
Director Since
|
Donald Hutchison(1)
|
| |
64
|
| |
Investor
|
| |
2006
|
(1)
|
Member of compensation committee.
|
Name of Director
|
| |
Age
|
| |
Principal Occupation
|
| |
Director Since
|
Class I Directors:
|
| |
|
| |
|
| |
|
L. Gordon Crovitz(1)(2)
|
| |
62
|
| |
Founder, Journalism Online
|
| |
2012
|
Daina Middleton(1)(2)(3)
|
| |
55
|
| |
Chief Executive Officer, Britelite Immersive
|
| |
2014
|
Class III Directors:
|
| |
|
| |
|
| |
|
Brian Kinion(1)
|
| |
54
|
| |
Chief Financial Officer, MX Technologies, Inc.
|
| |
2017
|
Christopher Lien
|
| |
54
|
| |
Founder, CEO, Marin Software Incorporated
|
| |
2006
|
(1)
|
Member of audit committee.
|
(2)
|
Member of nominating and corporate governance committee.
|
(3)
|
Member of compensation committee.
|
Name
|
| |
Fees Earned
or Paid in
Cash ($)
|
| |
Stock
Awards
($)(1)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
L. Gordon Crovitz
|
| |
—
|
| |
121,678
|
| |
—
|
| |
121,678
|
Donald P. Hutchison
|
| |
—
|
| |
121,678
|
| |
—
|
| |
121,678
|
Brian Kinion
|
| |
—
|
| |
121,678
|
| |
—
|
| |
121,678
|
Daina Middleton
|
| |
—
|
| |
121,678
|
| |
—
|
| |
121,678
|
(1)
|
Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with ASC 718 for RSU awards granted during the fiscal year. The assumptions used in calculating the grant date fair value of the RSU awards reported in this column are set forth in Notes 11 and 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). Note that the amounts reported in this column reflect the accounting cost for these RSU awards, and do not correspond to the actual economic value that may be received by the non-employee directors from the RSU awards. For information regarding the number of stock options and RSUs held by each non-employee director as of December 31, 2020, see the table below.
|
Name
|
| |
Grant
Date
|
| |
Option
Awards(1)
|
| |
Stock Awards(1)
|
L. Gordon Crovitz
|
| |
8/17/20(2)
|
| |
—
|
| |
83,916
|
|
| |
5/13/19(3)
|
| |
16,900
|
| |
|
|
| |
4/12/18(3)
|
| |
8,572
|
| |
|
|
| |
5/8/17(3)
|
| |
8,572
|
| |
|
|
| |
5/10/16(3)
|
| |
8,572
|
| |
|
|
| |
4/22/15(3)
|
| |
6,943
|
| |
|
|
| |
5/12/14(3)
|
| |
4,177
|
| |
|
|
| |
|
| |
|
| |
|
Donald P. Hutchison
|
| |
8/17/20(2)
|
| |
—
|
| |
83,916
|
|
| |
5/13/19(3)
|
| |
16,900
|
| |
|
|
| |
4/12/18(3)
|
| |
8,572
|
| |
|
|
| |
5/8/17(3)
|
| |
8,572
|
| |
|
|
| |
5/10/16(3)
|
| |
8,572
|
| |
|
|
| |
4/22/15(3)
|
| |
6,986
|
| |
|
|
| |
5/12/14(3)
|
| |
4,220
|
| |
|
|
| |
9/14/12(4)
|
| |
2,858
|
| |
|
|
| |
1/31/13(5)
|
| |
4,286
|
| |
|
|
| |
1/31/13(6)
|
| |
100
|
| |
|
|
| |
|
| |
|
| |
|
Brian Kinion
|
| |
8/17/20(2)
|
| |
—
|
| |
83,916
|
|
| |
5/13/19(3)
|
| |
16,900
|
| |
|
|
| |
4/12/18(3)
|
| |
8,572
|
| |
|
|
| |
8/15/17(3)
|
| |
7,444
|
| |
|
|
| |
|
| |
|
| |
|
Daina Middleton
|
| |
8/17/20(2)
|
| |
—
|
| |
83,916
|
|
| |
5/13/19(3)
|
| |
16,900
|
| |
|
|
| |
4/12/18(3)
|
| |
8,572
|
| |
|
|
| |
5/8/17(3)
|
| |
8,572
|
| |
|
|
| |
5/10/16(3)
|
| |
8,572
|
| |
|
|
| |
4/22/15(3)
|
| |
6,886
|
| |
|
|
| |
10/13/14(7)
|
| |
4,286
|
| |
|
(1)
|
All stock options and RSU awards expire 10 years after the date of grant. These stock options and RSU awards also provide that, in the event of a “change of control,” all of the shares of our common stock subject to such stock option or RSU award will immediately vest, and the right of repurchase with respect to any unvested shares shall lapse, in full as of the effectiveness of the change of control. All historic stock option awards listed in this table have been adjusted to reflect our 1-for-7 reverse stock split effectuated on October 5, 2017.
|
(2)
|
The RSU award was granted pursuant to the 2013 Plan and will vest as to one-third of the total number of shares on the date of our annual meeting of stockholders to be held in each of 2021, 2022 and 2023.
|
(3)
|
The stock option was granted pursuant to the 2013 Plan and vested or will vest in its entirety on the first anniversary of the vesting commencement date.
|
(4)
|
The stock option was granted pursuant to the 2006 Equity Incentive Plan (the “2006 Plan”) and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option vested ratably each month over a 48-month period from the vesting commencement date and is fully vested.
|
(5)
|
The stock option was granted pursuant to the 2006 Plan and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option vested over a three-year period with one-third vesting on each anniversary of the vesting commencement date and is fully vested.
|
(6)
|
The stock option was granted pursuant to the 2006 Plan and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option vested in its entirety on the first anniversary of the vesting commencement date.
|
(7)
|
The stock option was granted pursuant to the 2013 Plan and vested over a three-year period with one-third vesting on each anniversary of the vesting commencement date and is fully vested.
|
Fees Billed to Marin
|
| |
Fiscal 2019
|
| |
Fiscal 2020
|
Audit fees(1)
|
| |
$741,900
|
| |
$792,900
|
Audit-related fees
|
| |
—
|
| |
—
|
Tax fees(2)
|
| |
5,200
|
| |
70,363
|
Total fees
|
| |
$747,100
|
| |
$863,263
|
(1)
|
“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).
|
(2)
|
“Tax fees” include fees for tax compliance and advice, and encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits. In fiscal 2019 and 2020, “tax fees” included analysis related to our corporate tax structure.
|
•
|
each stockholder known by us to be the beneficial owner of more than 5% of our common stock;
|
•
|
each of our current directors or director nominees;
|
•
|
each of our named executive officers during fiscal 2020; and
|
•
|
all of our directors, director nominees and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percent Owned
|
Directors and Named Executive Officers
|
| |
|
| |
|
L. Gordon Crovitz(1)
|
| |
57,117
|
| |
*
|
Donald P. Hutchison(2)
|
| |
105,105
|
| |
1.0
|
Brian Kinion(3)
|
| |
32,916
|
| |
*
|
Christopher Lien(4)
|
| |
336,178
|
| |
3.1
|
Daina Middleton(5)
|
| |
53,788
|
| |
*
|
Wister Walcott(6)
|
| |
133,755
|
| |
1.2
|
Robert Bertz
|
| |
5,911
|
| |
*
|
All officers and directors as a group (7 persons)(7)
|
| |
724,770
|
| |
6.4
|
5% or Greater Stockholders
|
| |
|
| |
|
Benchmark Capital Partners VI, L.P(8)
|
| |
553,502
|
| |
5.1
|
*
|
Represents beneficial ownership of less than 1% of our outstanding shares of common stock.
|
(1)
|
Consists of (a) 3,380 shares of our common stock and (b) 53,737 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of February 19, 2021.
|
(2)
|
Consists of (a) 37,011 shares of our common stock held directly by the Hutchison Family Trust, of which Mr. Hutchison is a co-trustee, (b) 7,028 shares of our common stock held by Glasgow Investments, LLC and (c) 61,066 shares of our common stock issuable to Mr. Hutchison upon exercise of stock options exercisable within 60 days of February 15, 2020. Mr. Hutchison is a managing member of Glasgow Investments, LLC and possesses the power to direct the voting and disposition of the shares held by Glasgow Investments, LLC and as such may be deemed to beneficially own the shares of our common stock held by Glasgow Investments, LLC.
|
(3)
|
Consists of 32,916 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of February 19, 2021.
|
(4)
|
Consists of (a) 219,569 shares of our common stock held directly by the Lien Revocable Trust dated 7/8/2003, of which Mr. Lien is a co-trustee, (b) 77,919 shares of our common stock issuable to Mr. Lien upon exercise of stock options exercisable within 60 days of February 19, 2021, (c) 19,285 shares of our common stock held by the Chris Lien 2013 Annuity Trust, (d) 19,285 shares of our common stock held by the Rebecca Lien 2013 Annuity Trust, and (e) 120 shares held by Rebecca Lien.
|
(5)
|
Consists of 53,788 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of February 19, 2021.
|
(6)
|
Consists of (a) 89,647 shares of our common stock, (b) 32,858 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of February 15, 2020, and (c) 11,250 shares of our common stock subject to vesting of RSU awards within 60 days of February 19, 2021.
|
(7)
|
Includes (a) 401,236 shares of common stock, (b) 312,284 shares issuable upon exercise of stock options exercisable within 60 days of February 19, 2021, and (c) 11,250 shares of our common stock subject to vesting of RSU awards within 60 days of February 19, 2021.
|
(8)
|
Based on information contained in a Schedule 13G/A filed with the SEC by Benchmark Capital on February 12, 2020. Consists of (a) 456,916 shares of our common stock held by Benchmark Capital Partners VI, L.P. (“BCP VI”) and (b) 28,576 shares of our common stock held by Benchmark Founders’ Fund VI, L.P. (“BFF VI”), (c) 18,754 shares held by Benchmark Founders’ Fund VI-B L.P. (“BFF VI-B”) and (d) 49,256 shares of our common stock held in nominee form for the benefit of persons associated with Benchmark Capital Management Co. VI, L.L.C. (“BCMC VI”). BCMC VI is the general partner of BCP VI, BFF VI and BFF VI-B and may be deemed to have sole voting and investment power over the shares held by BCP VI, BFF VI and BFF VI-B. Individual members of BCMC VI may be deemed to have shared voting and investment power over the shares held by BCP VI, BFF VI and BFF VI-B. The address for each Benchmark reporting entity is 2965 Woodside Road, Woodside, California 94062.
|
Name
|
| |
Age
|
| |
Position
|
Christopher Lien
|
| |
54
|
| |
Chief Executive Officer
|
Robert Bertz
|
| |
57
|
| |
Chief Financial Officer
|
Wister Walcott
|
| |
54
|
| |
EVP, Product and Technology
|
•
|
Christopher Lien, our founder and Chief Executive Officer;
|
•
|
Wister Walcott, our Executive Vice President, Product and Technology; and
|
•
|
Robert Bertz, our Chief Financial Officer.
|
Named Executive Officer
|
| |
Annual Base Salary
|
Christopher Lien, Chief Executive Officer
|
| |
$400,000
|
Wister Walcott, Executive Vice President, Product and Technology
|
| |
$300,000
|
Robert Bertz, Chief Financial Officer
|
| |
$275,000
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
Christopher Lien
Founder, Chief Executive Officer
|
| |
2020
|
| |
370,000
|
| |
200,000
|
| |
—
|
| |
—
|
| |
—
|
| |
30,259(8)
|
| |
600,259
|
|
2019
|
| |
400,000
|
| |
—
|
| |
—
|
| |
123,682(7)
|
| |
300,000
|
| |
32,651(9)
|
| |
856,333
|
||
Wister Walcott
EVP, Product & Technology
|
| |
2020
|
| |
277,500
|
| |
75,000
|
| |
—
|
| |
—
|
| |
—
|
| |
3,337(10)
|
| |
355,837
|
|
2019
|
| |
300,000
|
| |
—
|
| |
180,000(5)
|
| |
—
|
| |
112,500
|
| |
3,283(11)
|
| |
595,783
|
||
Robert Bertz*
Chief Financial Officer
|
| |
2020
|
| |
254,375
|
| |
68,750
|
| |
—
|
| |
—
|
| |
—
|
| |
21,938(12)
|
| |
345,063
|
|
2019
|
| |
169,861
|
| |
—
|
| |
143,200(6)
|
| |
—
|
| |
35,859
|
| |
15,488(13)
|
| |
364,408
|
*
|
Mr. Bertz was appointed as our Chief Financial Officer as of December 5, 2019.
|
(1)
|
The amounts in this column represent the cash bonuses that the Board determined to pay for services rendered in fiscal 2020. Neither the Board nor the compensation committee established an annual cash bonus plan for fiscal 2020 due to the uncertainty of the effects of the COVID-19 pandemic on the Company’s business. In February 2021, following a review of the Company’s and managemenet’s performance for fiscal 2020 and to incentivize management retention, the Board determined to pay each of the named executive officers a cash bonus in amount equal to 50% of the annual bonus target for each named executive officer that was previously established by the Board for the prior year ended December 31, 2019, and which was calculated based on the annual base salary of each named executive officer in effect at the start of 2020. Such annual bonus targets were 100% of annual base salary for Mr. Lien and 50% of annual base salary for each of Mr. Walcott and Mr. Bertz. Each of these cash bonuses was paid in fiscal 2021.
|
(2)
|
The amount shown in this column represents the grant date fair value of RSU awards granted, as computed in accordance with ASC 718. For fiscal 2019, the assumptions used in calculating the grant date fair value are set forth in Notes 11 and 12 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). No RSU awards were granted to the named executive officers in 2020 . Note that the amount reported in this column reflects the accounting cost for these RSU awards and do not correspond to the actual economic value that may be received.
|
(3)
|
The amounts shown in this column represent the grant date fair value of the stock options granted to the named executive officers during 2019 and 2020, as computed in accordance with ASC 718. For fiscal 2019, the assumptions used in calculating the grant date fair value are set forth in Notes 11 and 12 to the audited consolidated financial statements included in the 2019 Form 10-K. No stock options were granted to the named executive officers in 2020. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the named executive officers from the options.
|
(4)
|
The amounts in this column represent total performance-based bonuses earned for services rendered in fiscal 2019 pursuant to the terms of our Executive Bonus Plan. For fiscal 2019, our revenue performance and ending cash balance resulted in 72% attainment of the goals originally established under the Executive Bonus Plan. In June 2019, the Board approved a modification to the Executive Bonus Plan for 2019 (the “Modified Plan”), which applied to certain participants, including Mr. Kinnish (our then-current Chief Financial Officer) and Mr. Walcott (the “Included Personnel”), but excluded Mr. Lien. The Board approved the Modified Plan to provide for a minimum payout percentage of 75% of each Included Personnel’s target annual bonus amount, regardless of the Company’s revenue and ending cash balance as of December 31, 2019. Mr. Lien’s eligibility for a cash bonus would be determined in accordance with the Executive Bonus Plan for 2019, in its unmodified form. Mr. Walcott had a target cash bonus amount equal to 50% of his base salary. Mr. Robert Bertz had a target cash bonus amount equal to 50% of his base salary since his appointment as Chief Financial Officer on December 5, 2019. To assist with retention, in February 2020, the compensation committee funded the Modified Plan at 75% of the target level of funding for Messrs. Lien, Walcott and Bertz. Although Messrs. Lien and Bertz were not subject to the Modified Plan providing for a minimum payout percentage of 75%, the Committee determined for retention purposes to grant cash bonuses to Messrs. Lien and Bertz at the same 75% of annual bonus target level as agreed for the Included Personnel. Mr. Bertz’s cash bonus amount equaled 75% of his target level of annual bonus, prorated based on the partial year of service as Chief Financial Officer during fiscal 2019. Each of these bonuses was paid in fiscal 2020.
|
(5)
|
Represents an RSU award with respect to 45,000 shares made at the discretion of the compensation committee on May 13, 2019, which vests as follows: 25% of the shares vest on May 13, 2020 and the remainder vest annually over the next three years thereafter subject to Mr. Walcott continuing to provide services to the Company, such that the shares subject to this RSU would be fully vested in May 2023. The compensation committee awarded Mr. Walcott the RSU grant to promote retention.
|
(6)
|
Represents two RSU awards made to Mr. Bertz in 2019. The first RSU award with respect to 20,000 shares was made at the discretion of the compensation committee on May 7, 2019. This RSU is subject to vesting, with 25% of the shares vesting on May 7, 2020 and the remainder vesting annually over the next three years thereafter subject to Mr. Bertz continuing to provide services to the Company, such that the shares subject to this RSU would be fully vested in May 2023. The compensation committee awarded Mr. Bertz this RSU grant in connection with his joining the Company as Vice President and Corporate Controller in April 2019. The second RSU award with respect to an additional 20,000 shares was made at the discretion of the Board of Directors December 9, 2019. This RSU is subject to vesting, with 25% of the shares vesting on December 9, 2020 and the remainder vesting annually over the next three years thereafter subject to Mr. Bertz continuing to provide services to the Company, such that the shares subject to this RSU would be fully vested in December 2023. The Board of Directors awarded Mr. Bertz this RSU grant in connection with his promotion to Chief Financial Officer in December 2019.
|
(7)
|
Represents a stock option award with respect to 60,000 shares made at the discretion of the compensation committee on May 13, 2019, which vests as follows: 25% of the shares vested on May 13, 2020 and the remainder vest annually over the next three years thereafter subject to Mr. Lien continuing to provide services to the Company, such that the shares subject to this RSU would be fully vested in May 2023. The compensation committee awarded Mr. Lien the stock option grant to promote retention.
|
(8)
|
Includes $26,856 in medical insurance premiums coverage that we paid on Mr. Lien’s behalf, $3,013 in premiums paid by us for long-term disability benefits, and $390 in premiums paid by us for group term life insurance benefits
|
(9)
|
Includes $29,368 in medical insurance premiums coverage that we paid on Mr. Lien’s behalf, $2,863 in premiums paid by us for long-term disability benefits, and $420 in premiums paid by us for group term life insurance benefits.
|
(10)
|
Includes $2,947 in premiums paid by us for long-term disability benefits, and $420 in premiums paid by us for group term life insurance benefits.
|
(11)
|
Includes $2,863 in premiums paid by us for long-term disability benefits, and $420 in premiums paid by us for group term life insurance benefits.
|
(12)
|
Includes $18,799 in medical insurance premiums coverage that we paid on Mr. Bertz’s behalf, $2,753 in premiums paid by us for long-term disability benefits and $386 in premiums paid by us for group term life insurance benefits.
|
(13)
|
Includes $13,911 in medical insurance premiums coverage that we paid on Mr. Bertz’s behalf, $1,297 in premiums paid by us for long-term disability benefits and $280 paid by us for group term life insurance benefits.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||
|
| |
Number of Securities Underlying Unexercised
Options (#)(1)
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
| |
Number of
Restricted
Stock
Units That
Have Not
Vested (#)
|
| |
Market
Value of
Restricted
Stock Units
That Have
Not Vested
($)(2)
|
|||
Name
|
| |
Exercisable
|
| |
Unexercisable
|
| |||||||||||
Christopher Lien
|
| |
7,143
|
| |
—
|
| |
68.18
|
| |
5/11/24
|
| |
—
|
| |
—
|
|
10,428
|
| |
—
|
| |
45.36
|
| |
3/8/25
|
| |
—
|
| |
—
|
||
|
8,572
|
| |
—
|
| |
15.05
|
| |
5/9/26
|
| |
—
|
| |
—
|
||
|
36,776
|
| |
—
|
| |
49.35
|
| |
5/7/22
|
| |
—
|
| |
—
|
||
|
15,000
|
| |
45,000(3)
|
| |
4.00
|
| |
5/12/29
|
| |
|
| |
|
||
Wister Walcott
|
| |
32,858
|
| |
—
|
| |
17.15
|
| |
9/6/26
|
| |
22,500(4)
|
| |
45,450
|
|
|
| |
|
| |
|
| |
|
| |
33,750(5)
|
| |
68,175
|
||
Robert Bertz
|
| |
|
| |
|
| |
|
| |
|
| |
15,000(6)
|
| |
30,300
|
|
|
| |
|
| |
|
| |
|
| |
15,000(7)
|
| |
30,300
|
(1)
|
Outstanding equity awards were granted under our 2013 Plan. All stock options expire 10 years after the date of grant. In general, the unvested shares subject to a stock option will expire prior to the stock option’s stated expiration date in the event of the optionee’s termination of employment. See “Potential Payments upon Employment Termination and Change in Control Events” for additional information.
|
(2)
|
The market value of the unvested shares subject to the RSU awards were computed using $2.02, which was the closing price of our common stock on The Nasdaq Global Market on December 31, 2020.
|
(3)
|
The stock option award was granted in May 2019 with a vesting commencement date of May 13, 2019. 15,000 of the shares of our common stock subject to the stock option vested on May 13, 2020. The remaining shares subject to the stock option vesting on an equal annual basis on each anniversary thereafter so long as Mr. Lien continues to provide services to the company, such that the shares subject to the stock option will be fully vested on May 13, 2023.
|
(4)
|
The shares of our common stock subject to the RSU award vested as to 11,250 of the shares subject to the RSU award on each of April 12, 2019 and April 12, 2020. The remaining shares subject to the RSU award will vest on an equal annual basis on each anniversary thereafter over the next two years so long as Mr. Walcott continues to provide services to the company, such that the RSU award will be fully vested on April 12, 2022.
|
(5)
|
The shares of our common stock subject to the RSU award vested as to 11,250 of the shares subject to the RSU award on May 13, 2020. The remaining shares subject to the RSU award vest on an equal annual basis on each anniversary thereafter over the next three years so long as Mr. Walcott continues to provide services to the company, such that the RSU award will be fully vested on May 13, 2023.
|
(6)
|
The shares of our common stock subject to the RSU award vested as to 5,000 of the shares subject to the RSU award on May 7, 2020. The remaining shares subject to the RSU award will vest on an equal annual basis on each anniversary thereafter over the next three years so long as Mr. Bertz continues to provide services to the company, such that the RSU award will be fully vested on May 7, 2023.
|
(7)
|
The shares of our common stock subject to the RSU award vested as to 5,000 of the shares subject to the RSU award on December 9, 2020. The remaining shares subject to the RSU award will vest on an equal annual basis on each anniversary thereafter over the next three years so long as Mr. Bertz continues to provide services to the company, such that the RSU award will be fully vested on December 9, 2023.
|
•
|
Term: The agreement became effective on April 12, 2018 for an initial three-year term, and, in accordance with its terms, automatically renewed for an additional three year beginning as of April 12, 2021. The agreement provides that it terminates upon the earlier of April 12, 2024 or the date Mr. Lien’s employment is terminated for a reason other than a “qualifying termination.” A “qualifying termination” is defined as (1) a “change in control qualifying termination”, or a separation occurring within three months preceding or 12 months following a change in control resulting from termination of Mr. Lien’s employment for any reason other than cause or Mr. Lien voluntarily resigning his employment for good reason; or (2) a separation that is not a “change in control qualifying termination” resulting from termination of Mr. Lien’s employment for any reason other than cause or Mr. Lien voluntarily resigning his employment for good reason. The agreement shall automatically renew and continue in effect for three year periods from each scheduled expiration date, unless the Company provides notice of non-renewal at least three months prior to a scheduled expiration date.
|
•
|
Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, Mr. Lien would be entitled to receive severance benefits equal to nine months of his then current annual base salary, 75% of his annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for nine months.
|
•
|
Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the severance agreement) of our Company, Mr. Lien would be entitled to receive severance benefits equal to 18 months of his then-current annual base salary, 150% of his annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for 18 months. In addition, the shares underlying all unvested equity awards held by him or her immediately prior to such termination will become vested and exercisable in full.
|
•
|
Term: The agreement became effective on April 12, 2018 for an initial three-year term and, in accordance with its terms, automatically renewed for an additional three year beginning as of April 12,
|
•
|
Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, the executive would be entitled to receive severance benefits equal to six months of his then current annual base salary, 50% of the executive’s annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for six months.
|
•
|
Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the severance agreement) of our Company, the executive would be entitled to receive severance benefits equal to 12 months of his then-current annual base salary, 100% of the executive’s annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for 12 months. In addition, the shares underlying all unvested equity awards held by him immediately prior to such termination will become vested and exercisable in full.
|
•
|
Term: The agreement became effective on January 28, 2021 and terminates upon the earlier of January 28, 2024 or the date employment is terminated for a reason other than a “qualifying termination.” A “qualifying termination” is defined as (1) a “change in control qualifying termination”, or a separation occurring within three months preceding or 12 months following a change in control resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason; or (2) a separation that is not a “change in control qualifying termination” resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason. The agreement shall automatically renew and continue in effect for three year periods from each scheduled expiration date, unless the Company provides notice of non-renewal at least three months prior to a scheduled expiration date.
|
•
|
Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, the executive would be entitled to receive severance benefits equal to six months of his then current annual base salary (which previously had been three months), 50% of the executive’s annual target bonus at the then-current rate (which previously had been 25%), and the monthly benefits premium under COBRA for six months(which previously had been three months).
|
•
|
Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the severance agreement) of our Company, the executive would be entitled to receive severance benefits equal to 12 months of his then-current annual base salary (which previously had been six months), 100% of the executive’s annual target bonus at the then-current rate (which previously had been 50% plus the pro rata portion of his unpaid target bonus for the period of
|
|
| |
Chris Lien
|
| |
Wister Walcott
|
| |
Robert Bertz
|
Termination after Change of Control:
|
| |
|
| |
|
| |
|
Cash Severance(1)
|
| |
$1,200,000
|
| |
$450,000
|
| |
$412,500
|
Post-termination COBRA Reimbursement(2)
|
| |
47,952
|
| |
—
|
| |
21,943
|
Acceleration of Stock Options and RSUs(3)
|
| |
—
|
| |
113,625
|
| |
60,600
|
Total
|
| |
$1,247,952
|
| |
$563,625
|
| |
$495,043
|
|
| |
|
| |
|
| |
|
Termination not in connection with Change of Control:
|
| |
|
| |
|
| |
|
Cash Severance(4)
|
| |
$600,000
|
| |
$225,000
|
| |
$206,250
|
Post-termination COBRA Reimbursement(5)
|
| |
23,976
|
| |
—
|
| |
10,972
|
Total
|
| |
$623,976
|
| |
$225,000
|
| |
$217,222
|
(1)
|
Mr. Lien would receive 18 months of base salary and 150% of his annual target bonus. Mr. Walcott and Mr. Bertz would each receive 12 months of base salary and 100% of his annual target bonus.
|
(2)
|
Mr. Lien would receive 18 months of COBRA benefits reimbursement and Mr. Bertz would receive 12 months of COBRA benefits reimbursement. Mr. Walcott elected not to receive benefits from the Company that would be eligible for continuation under COBRA. As a result, Mr. Walcott would not be eligible for post-termination COBRA benefits reimbursement.
|
(3)
|
As of December 31, 2020, Mr. Walcott had 56,250 unvested RSUs and Mr. Bertz had 30,000 unvested RSUs. The closing price of our common stock on The Nasdaq Global Market as of December 31, 2020 was $2.02.
|
(4)
|
Mr. Lien would receive nine months of base salary and 75% of his annual target bonus; Mr. Walcott and Mr. Bertz would each receive six months of base salary and 50% of his target bonus.
|
(5)
|
Mr. Lien would receive nine months of COBRA benefits reimbursement and Mr. Bertz would receive six months of COBRA benefits reimbursement. Mr. Walcott elected not to receive benefits from the Company that would be eligible for continuation under COBRA. As a result, Mr. Walcott would not be eligible for post-termination COBRA benefits reimbursement.
|
Plan category
|
| |
Number of
securities to
be issued
upon exercise
of outstanding
options and
restricted
stock units(#)
|
| |
Weighted-
average exercise
price of
outstanding
options ($)
|
| |
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column(a))(#)
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by security holders
|
| |
1,394,948(1)
|
| |
23.57(2)
|
| |
1,268,173(3)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
1,394,948
|
| |
23.57
|
| |
1,268,173
|
(1)
|
Excludes purchase rights accruing under the 2013 ESPP.
|
(2)
|
The weighted average exercise price relates solely to shares subject to outstanding stock options, as shares subject to restricted stock units have no exercise price.
|
(3)
|
Consists of 184,993 shares that remain available for purchase under the 2013 ESPP and 1,083,180 shares of common stock that remain available for grant under the 2013 Plan. Any such shares of common stock that are subject to outstanding awards under the 2006 Plan that are issuable upon the exercise of options that expire or become unexercisable for any reason without having been exercised in full will be forfeited and will be available for future grant and issuance under the 2013 Plan. In addition, the number of shares reserved for issuance under our 2013 Plan increased or will increase automatically on the first day of January of each of 2021 through 2023 by the number of shares equal to the lesser of 5% of the total outstanding shares of our common stock as of the immediately preceding December 31st and a number of shares approved by our Board (which increase was 487,135 shares of January 1, 2021). Similarly, the number of shares reserved for issuance under our 2013 ESPP will increase increased or will increase automatically on the first day of January of each of 2021 through 2023 by the number of shares equal to the lesser of 1% of the total outstanding shares of our common stock as of the immediately preceding December 31st (rounded down to the nearest whole share) and a number of shares approved by our Board or our compensation committee (which increase was 97,427 shares as of January 1, 2021).
|