☐
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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 under §240.14a-12
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TIME AND DATE:
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June 9, 2021 at 10 a.m. Central Time
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PLACE:
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Our Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, save Thryv and our stockholders time and money and, during the current global pandemic, ensure the safety of participants. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/THRY2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Central Time, on June 9, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
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ITEMS OF BUSINESS:
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1.
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Elect three Class I directors of Thryv Holdings, Inc., each to serve a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
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2.
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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3.
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Approve, on a non-binding advisory basis, the compensation of our named executive officers.
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4.
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Select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two, or three years.
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5.
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Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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RECORD DATE:
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Only stockholders of record at the close of business on April 13, 2021 are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.
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PROXY VOTING:
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On or about April 28, 2021, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
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PROPOSAL
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BOARD
RECOMMENDATION
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PROPOSAL 1
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The election of the Class I directors named in this Proxy Statement
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For All Nominees
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PROPOSAL 2
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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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For
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PROPOSAL 3
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Non-binding advisory vote on the compensation of our named executive officers
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For
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PROPOSAL 4
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To hold future non-binding advisory votes on the compensation of our named executive officers every “1 YEAR”
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For Every “1 Year”
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VOTE BY INTERNET
AT THE ANNUAL MEETING
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VOTE BY TELEPHONE
OR INTERNET
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VOTE BY MAIL
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You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/
THRY2021, where stockholders may vote and submit questions during the meeting. The meeting starts at 10 a.m. Central Time. Please have your 16-Digit Control Number to join the Annual 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.
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You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card.
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You may 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 promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.
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delivering to our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary by mail a written notice stating that the proxy is revoked;
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signing and delivering a proxy bearing a later date;
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voting again by telephone or through the Internet; or
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attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
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audits of our financial statements;
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the integrity of our financial statements;
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our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
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the qualifications, engagement, compensation, independence, and performance of our independent auditor; and
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the performance of our internal audit function.
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determining and approving the compensation of our executive officers; and
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producing an annual report regarding the Compensation Discussion and Analysis included in the Company's proxy statement and annual report on Form 10-K.
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making recommendations to the board of directors regarding nomination of individuals as members of the board of directors and its committees;
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assisting the board of directors with identifying individuals qualified to become board of directors members; and
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determining corporate governance practices and related matters.
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•
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Client Devoted
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•
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DONE3
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Act Like You Own the Place
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•
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Invest in Our People
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Under Promise, Over Deliver
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Making Money is a Bi-Product of Helping People
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Think Long-Term; Act with Passion and Integrity
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Name
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Fees Earned or
Paid in Cash
($)
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Stock Option
Awards
($)
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All Other
Compensation
($)
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Total
($)
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Amer Akhtar(1)
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33,333
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384,248
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—
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417,581
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Bonnie Kintzer(1)
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40,000
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384,248
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—
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424,248
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Jason Mudrick(2)
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67,500
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384,248
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—
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451,748
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Ryan O’Hara(1)
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40,000
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384,248
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—
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424,248
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John Slater
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116,667
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384,248
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—
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500,915
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Lauren Vaccarello(1)
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33,333
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384,248
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—
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417,581
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Heather Zynczak(1)
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33,333
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384,248
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—
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417,581
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Scott Galloway(3)
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76,667
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4,301
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—
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80,968
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Peter Glusker(3)
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76,667
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4,301
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—
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80,968
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Scott Kasen(3)
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76,667
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2,516
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—
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79,183
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Brian Kushner(3)
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76,667
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2,516
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—
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79,183
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Ross Levinsohn(3)
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76,667
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4,301
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—
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80,968
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(1)
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Messrs. Akhtar and O’Hara and Mses. Kintzer, Vaccarello and Zynczak were appointed to our board of directors effective September 1, 2020. Cash amounts reflect the prorated annual retainer for board service and annual committee chair fees for September through December 2020. Stock option awards represent 55,556 stock options granted on October 15, 2020. The $384,248 amount for each director represents the grant date fair value of the stock options, computed in accordance with FASB ASC Topic 718.
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(2)
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At his request, Mr. Mudrick, the founder and Chief Investment Officer at Mudrick Capital, our largest stockholder, elected to receive half of his cash director fees for the period of January 2020 through September 2020. Beginning October 1, 2020, Mr. Mudrick receives the entire amount of non-employee director cash fees. Stock option awards represent 55,556 stock options granted on October 15, 2020. The $384,248 amount represents the grant date fair value of the stock options, computed in accordance with FASB ASC Topic 718.
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(3)
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Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn each stepped down from our board of directors effective August 31, 2020. Cash amounts reflect the prorated annual retainer for board service and annual committee chair fees for January through August 2020. We did not grant stock option awards to Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn in fiscal year 2020. Amounts included for 2020 stock option awards reflect the incremental fair value of modified options, computed in accordance with FASB ASC Topic 718.
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FISCAL YEAR ENDED
DECEMBER 31, 2019
($ thousands)
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FISCAL YEAR ENDED
DECEMBER 31, 2020
($ thousands)
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AUDIT FEES(1)
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$2,705
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$3,617
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AUDIT-RELATED FEES(2)
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—
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164
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TAX FEES(3)
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—
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ALL OTHER FEES(4)
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2
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2
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TOTAL FEES
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$2,707
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$3,783
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(1)
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“Audit fees” include fees billed for professional services rendered for the non-integrated audit of our annual consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, consents, and services that are normally provided by Ernst and Young LLP in connection with regulatory filings or requirements. Audit fees also include accounting consultations and research related to the non-integrated audit.
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(2)
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“Audit-related fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These include services related to the preparation for compliance with section 404 of the Sarbanes-Oxley Act of 2002 and accounting matters in connection with acquisitions.
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(3)
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“Tax fees” include fees billed for tax compliance, consultation and planning services
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(4)
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“All other fees” includes fees billed for publications and online subscriptions.
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reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2020 with management and Ernst & Young LLP;
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discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
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received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence and has discussed with Ernst & Young LLP its independence.
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NAME
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AGE
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POSITION
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EXECUTIVE OFFICERS:
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JOSEPH A. WALSH
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58
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Chief Executive Officer, President and Director
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PAUL D. ROUSE
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62
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Chief Financial Officer and Executive Vice President
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GORDON HENRY
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60
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Chief Strategy Officer and Executive Vice President
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JAMES MCCUSKER
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58
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Chief Revenue Officer and Executive Vice President
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JOHN WHOLEY
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56
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Chief Operations & Information Officer and Executive Vice President
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LESLEY BOLGER
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42
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VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary
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Name of Beneficial Owner
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Number of
Shares
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Shares that
may be
Acquired
within
60 Days
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Number of Shares
Beneficially Owned
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Percentage of
Outstanding
Shares
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5% Stockholders:
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Affiliates of Mudrick(1)
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17,317,371
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20,242
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17,337,613
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52.3%
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Affiliates of GoldenTree(2)
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4,486,646
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—
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4,486,646
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13.5%
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Affiliates of Paulson(3)
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2,901,135
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—
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2,901,135
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8.8%
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Yosemite Sellers Representative LLC (“Yosemite”)(4)
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1,804,715
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—
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1,804,715
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5.8%
|
Named Executive Officers and Directors:
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Joseph A. Walsh(5)
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1,886,934
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92,593
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1,979,527
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6.0%
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Paul D. Rouse(6)
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25,000
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137,521
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162,521
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*
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Gordon Henry(7)
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—
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162,521
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162,521
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*
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James McCusker(8)
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—
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162,521
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162,521
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*
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John Wholey(9)
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100,000
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62,521
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162,521
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*
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Jason Mudrick(10)
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17,317,371
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20,242
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17,337,613
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52.3%
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Amer Akhtar
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—
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—
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—
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—
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Bonnie Kintzer
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—
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—
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—
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—
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Ryan O’Hara
|
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—
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| |
—
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| |
—
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—
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John Slater
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—
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—
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—
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—
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Lauren Vaccarello
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—
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—
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—
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—
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Heather Zynczak
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—
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—
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—
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—
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Directors and Executive Officers as a Group (13 persons)(11)
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19,329,405
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658,062
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19,987,467
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59.2%
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*
|
Represents beneficial ownership of less than 1% of total shares of common stock outstanding.
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(1)
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Consists of 1,576,873 shares of common stock and 2,195 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Blackwell Partners LLC Series A, 2,078,864 shares of common stock and 2,504 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Boston Patriot Batterymarch St. LLC, 976,871 shares of common stock held of record by Mercer QIF Fund PLC, 1,825,561 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 1,818,330 shares of common stock and 1,150 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 4,032,551 shares of common stock and 8,836 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Fund Global, L.P., 426,126 shares of common stock and 762 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 393,159 shares of common stock and 4,795 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by P. Mudrick LTD, 582,593 shares of common stock held of record by Trustees of Grinnell College, 128,825 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,477,258 shares of common stock held of record by Verto Direct Opportunity II, L.P. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
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(2)
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Based on the Form 4 dated February 19, 2021, GoldenTree Asset Management LP (“GTAM LP”) and GoldenTree Asset Management LLC (“GTAM LLC”) sold 5,300 shares on February 17, 2021 and currently hold 4,486,646 shares of the Company. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GTAM LP. GTAM LLC is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. The business address for each of the funds explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.
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(3)
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Consists of 2,901,135 shares of common stock held of record by funds affiliated with Paulson & Co. Inc. Paulson manages the funds. In its role as manager, Paulson possesses voting and investment power over the securities that are owned by the funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036. Share ownership is based on information available as of the date of the Company’s final prospectus dated September 23, 2020, filed with the SEC on October 1, 2020 in connection with our direct listing (the “Prospectus”) as well as a Form 4 dated February 18, 2021.
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(4)
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Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022. Share ownership is based on information available as of the date of the Prospectus.
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(5)
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Consists of 1,625,206 shares held by a trust over which Mr. Walsh has sole voting power, 261,728 shares owned directly by Mr. Walsh, and 92,593 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
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(6)
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Consists of 25,000 shares and 137,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
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(7)
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Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
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(8)
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Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
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(9)
|
Consists of 100,00 shares and 62,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
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(10)
|
Consists of 20,242 shares issuable pursuant to options that are exercisable within 60 days of April 12, 2021, and 17,317,371shares held of record by the affiliates of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock held by the affiliates of Mudrick Capital. The total shares represented for Mr. Mudrick includes 17,317,371shares of common stock held by the affiliates of Mudrick Capital.
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(11)
|
Includes ownership of 100 shares and 20,243 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 for executive officer Lesley Bolger, VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary.
|
•
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Joseph A. Walsh, who serves as President and Chief Executive Officer;
|
•
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Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and Treasurer;
|
•
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Gordon Henry, who serves as Chief Strategy Officer and Executive Vice President;
|
•
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James McCusker, who serves as Chief Revenue Officer and Executive Vice President;
|
•
|
John Wholey, who serves as Chief Operations & Information Officer and Executive Vice President; and
|
•
|
Debra Ryan, who served as Chief Human Resources Officer until her separation from the Company on July 24, 2020.
|
•
|
the performance of our NEOs in prior years;
|
•
|
the roles and responsibilities of our NEOs;
|
•
|
the individual experience and skills of our NEOs;
|
•
|
for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
|
•
|
the amounts of compensation being paid to our other NEOs.
|
|
| |
What it Does-How it
Works
|
| |
2020 Plan Metrics-
Weighting
|
||||||
Base Salary
|
| |
•
|
| |
Basic element of competitive pay.
|
| |
Not applicable.
|
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| |
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| |
|
| |
|
|
| |
•
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| |
Influences annual incentive value (base salary × target annual incentive %).
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Short-Term Incentive Plan: Cash
|
| |
•
|
| |
Performance-based compensation element with a variable payout potential based on corporate and individual performance.
|
| |
•
|
| |
EBITDA-50%
|
|
•
|
| |
Free Cash Flow-25%
|
||||||||
|
•
|
| |
Individual Performance-25%
|
||||||||
|
| |
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|
| |
|
|
| |
•
|
| |
Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives.
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|
| |
|
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|
| |
|
| |
|
Over Performance Plan: Cash
|
| |
•
|
| |
Incremental incentive plan designed as an overachievement program to our Short-Term Incentive Plan.
|
| |
•
|
| |
EBITDA-50%
|
|
•
|
| |
Free Cash Flow-50%
|
||||||||
|
| |
|
| |
|
| |
|
| |
|
|
| |
•
|
| |
Performance-based compensation element with variable payout potential based on company financial performance.
|
| |
|
| |
|
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| |
|
| |
|
| |
|
| |
|
|
| |
•
|
| |
Intended to motivate and reward executive officers for the overachievement of annual business objectives.
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Long-Term Equity Incentive Compensation
|
| |
•
|
| |
Historically, we have granted options to acquire shares of our common stock that vest over a 3-year period. While no new options were granted to our NEOs in 2020, we repriced certain of our outstanding options in 2020 (see “–Components of Our NEO Compensation Program – Long-Term Equity Incentive Compensation – Option Repricing” below).
|
| |
Not applicable.
|
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|
| |
|
| |
|
| |
|
| |
|
|
| |
•
|
| |
We adopted an Employee Stock Purchase Plan in 2020 that, beginning in 2021, permits all eligible employees to
|
| |
Not applicable.
|
|
| |
What it Does-How it
Works
|
| |
2020 Plan Metrics-
Weighting
|
||||||
|
| |
|
| |
elect up to a 15% discount on the fair market value of shares in the Company, subject to a reasonable cap.
|
| |
|
|||
|
| |
|
| |
|
| |
|
| |
|
|
| |
•
|
| |
Designed to retain executives and align their interests with those of the Company’s stockholders.
|
| |
|
|||
|
| |
|
| |
|
| |
|
| |
|
Executive Physical
|
| |
•
|
| |
Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVP and the actual cost of the executive physical for the Chief Executive Officer.
|
| |
Not applicable.
|
|||
|
| |
|
| |
|
| |
|
| |
|
Retirement Benefits
|
| |
•
|
| |
A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution (which was temporarily suspended on May 7, 2020).
|
| |
Not applicable.
|
|||
|
| |
|
| |
|
| |
|
| |
|
Employment and Severance Benefits
|
| |
•
|
| |
CEO Employment Agreement provides for salary, incentive opportunities and severance benefits.
|
| |
Not applicable.
|
|||
|
| |
|
| |
|
| |
|
| |
|
|
| |
•
|
| |
Thryv, Inc. Severance Plan-Executive Vice Presidents and Above (“EVP Severance Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment.
|
| |
|
|||
|
| |
|
| |
|
| |
|
| |
|
Stipend Allowance
|
| |
•
|
| |
A stipend allowance to cover cell phone expenses was paid bi-weekly at $25 per pay period; this practice ended in October 2020 when the Company moved to a remote work environment.
|
| |
Not applicable.
|
Named Executive Officers
|
| |
2020 Base
Salary
|
Joseph A. Walsh
|
| |
$1,030,000
|
Paul D. Rouse
|
| |
$506,479
|
Gordon Henry
|
| |
$405,183
|
James McCusker
|
| |
$405,183
|
John Wholey
|
| |
$382,673
|
Debra Ryan(1)
|
| |
$373,670
|
(1)
|
Debra Ryan, served as the Company’s Chief Human Resources Officer until her separation from the Company on July 24, 2020,
|
Named Executive Officers
|
| |
Target Annual
Incentive
(STI)
|
Joseph A. Walsh
|
| |
100%
|
Paul D. Rouse
|
| |
70%
|
Gordon Henry
|
| |
70%
|
James McCusker
|
| |
70%
|
John Wholey
|
| |
70%
|
Debra Ryan(1)
|
| |
60%
|
(1)
|
Per the EVP Severance Plan, Ms. Ryan was entitled to a prorated 2020 STI award based on the number of days employed in 2020 calculated using actual company performance and individual performance at target Short-Term Incentive Plan Metrics and Performance for Fiscal Year 2020.
|
1.
|
EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. EBITDA is a non-GAAP metric, defined as earnings before interest, tax, depreciation and amortization.
|
2.
|
Free Cash Flow (“FCF”) (25%). This performance metric supports our goal of generating value for our shareholders. Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. FCF is a non-GAAP metric, defined as net cash provided by operating activities as reduced by capital expenditures. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
|
3.
|
Individual Performance (25%). This performance metric supports our goal of pay for performance. Individual annual goals (which are designed to propel Company performance and objectives) are determined by our Chief Executive Officer for all NEOs other than the Chief Executive Officer, while the Chief Executive Officer’s individual annual goals are determined by the compensation committee. The attainment of each NEO’s annual goals is based on an individual performance assessment by our Chief Executive Officer and ratified by the compensation committee (for all NEOs other than the Chief Executive Officer, and based on an individual performance assessment by our compensation committee for our Chief Executive Officer). In fiscal year 2020, the Company established a minimum EBITDA threshold of $375 million for this performance metric. This means that if EBITDA for fiscal year 2020 was below $375 million, no incentive award would be earned for the Individual Performance metric (i.e. 25% of the STI payout opportunity would not be funded).
|
EBITDA
(in millions)
|
| |
% of EBITDA
Component
Payout
|
| |
|
| |
FCF
(in millions)
|
| |
% of FCF
Component
Payout
|
$391.00
|
| |
10%
|
| |
Threshold
|
| |
$188.00
|
| |
10%
|
$392.00
|
| |
20%
|
| |
|
| |
$189.00
|
| |
20%
|
$393.00
|
| |
30%
|
| |
|
| |
$190.00
|
| |
30%
|
$394.00
|
| |
40%
|
| |
|
| |
$191.00
|
| |
40%
|
$395.00
|
| |
50%
|
| |
|
| |
$192.00
|
| |
50%
|
$396.00
|
| |
60%
|
| |
|
| |
$193.00
|
| |
60%
|
$397.00
|
| |
70%
|
| |
|
| |
$194.00
|
| |
70%
|
$398.00
|
| |
80%
|
| |
|
| |
$195.00
|
| |
80%
|
$399.00
|
| |
90%
|
| |
|
| |
$196.00
|
| |
90%
|
$400.00
|
| |
100%
|
| |
Target
|
| |
$197.00
|
| |
100%
|
$401.50
|
| |
105%
|
| |
|
| |
$198.00
|
| |
105%
|
$403.00
|
| |
110%
|
| |
|
| |
$199.00
|
| |
110%
|
$404.50
|
| |
115%
|
| |
|
| |
$200.00
|
| |
115%
|
$406.00
|
| |
120%
|
| |
|
| |
$201.00
|
| |
120%
|
$407.50
|
| |
125%
|
| |
Maximum
|
| |
$202.00
|
| |
125%
|
Named Executive Officers
|
| |
2020 STI
|
Joseph A. Walsh
|
| |
$1,223,125
|
Paul D. Rouse
|
| |
$421,011
|
Gordon Henry
|
| |
$336,808
|
James McCusker
|
| |
$336,808
|
John Wholey
|
| |
$318,097
|
Debra Ryan(1)
|
| |
$149,532
|
(1)
|
Pursuant to the terms of the EVP Severance Plan, represents a prorated 2020 STI award based on the number of days Ms. Ryan was employed in 2020 through her separation on July 24, 2020, calculated using actual Company performance and individual performance at target, and paid at the same time as the Company pays 2020 incentive awards to its other executives.
|
Named Executive Officers
|
| |
Target Annual
Incentive
(OPP)
|
Joseph A. Walsh
|
| |
100%
|
Paul D. Rouse
|
| |
70%
|
Gordon Henry
|
| |
70%
|
James McCusker
|
| |
70%
|
John Wholey
|
| |
70%
|
Debra Ryan
|
| |
N/A
|
1.
|
EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. EBITDA is adjusted for certain investments in growth opportunities.
|
2.
|
FCF (50%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
|
EBITDA
(in millions)
|
| |
% of
EBITDA
Component
Payout
|
| |
|
| |
Adjusted
FCF
(in
millions)
|
| |
% of
Adjusted FCF
Component
Payout
|
$407.50
|
| |
|
| |
Threshold
|
| |
$202.00
|
| |
|
$409.50
|
| |
11%
|
| |
|
| |
$204.00
|
| |
11%
|
$413.50
|
| |
33%
|
| |
|
| |
$208.00
|
| |
33%
|
$417.50
|
| |
56%
|
| |
|
| |
$212.00
|
| |
56%
|
$421.50
|
| |
78%
|
| |
|
| |
$216.00
|
| |
78%
|
$423.50
|
| |
89%
|
| |
|
| |
$218.00
|
| |
89%
|
$425.50
|
| |
100%
|
| |
|
| |
$220.00
|
| |
100%
|
$429.50
|
| |
122%
|
| |
|
| |
$224.00
|
| |
122%
|
$433.50
|
| |
144%
|
| |
|
| |
$228.00
|
| |
144%
|
$437.50
|
| |
167%
|
| |
No Cap
|
| |
$232.00
|
| |
167%
|
Named Executive Officers
|
| |
2020 OPP
Paid on
March 26,
2021
|
Joseph A. Walsh
|
| |
$966,140
|
Paul D. Rouse
|
| |
$332,554
|
Gordon Henry
|
| |
$266,043
|
James McCusker
|
| |
$266,043
|
John Wholey
|
| |
$251,263
|
Debra Ryan
|
| |
N/A
|
Named Executive Officers
|
| |
# Shares of
Common Stock
Underlying
Repriced
Options
|
| |
Original
Exercise
Price of
Repriced
Options ($)
|
| |
Amended
Exercise
Price of
Repriced
Options(1)
|
Joseph A. Walsh
|
| |
1,111,111
|
| |
$16.20
|
| |
$13.82
|
Paul D. Rouse
|
| |
111,111
|
| |
$16.20
|
| |
$13.82
|
Gordon Henry
|
| |
111,111
|
| |
$16.20
|
| |
$13.82
|
James McCusker
|
| |
111,111
|
| |
$16.20
|
| |
$13.82
|
John Wholey
|
| |
111,111
|
| |
$16.20
|
| |
$13.82
|
Debra Ryan
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
(1)
|
The amended exercise price was determined using the greater of a) $13.82 per share based on the 10 day VWAP for the trading period between October 2, 2020 through October 15, 2020 or b) the Fair Market Value closing price of stock on December 28, 2020 which was $11.62. Additionally, the vesting schedule was replaced with a new delayed vesting schedule, beginning on January 1, 2021 for each of Messrs. Walsh, Rouse, Henry, McCusker and Wholey.
|
Name and Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
Option
Awards
($)(4)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
Joseph A. Walsh
President & CEO
|
| |
2020
|
| |
1,030,000
|
| |
2,189,265
|
| |
811,288
|
| |
49,858
|
| |
4,080,411
|
|
2019
|
| |
1,021,923
|
| |
1,662,163
|
| |
9,176,400
|
| |
16,869,514
|
| |
28,730,000
|
||
Paul D. Rouse
Chief Financial Officer, EVP & Treasurer
|
| |
2020
|
| |
506,479
|
| |
753,565
|
| |
75,921
|
| |
17,180
|
| |
1,353,145
|
|
2019
|
| |
502,507
|
| |
572,131
|
| |
931,520
|
| |
1,814,368
|
| |
3,820,526
|
||
Gordon Henry
Chief Strategy Officer & EVP
|
| |
2020
|
| |
405,183
|
| |
602,851
|
| |
75,921
|
| |
2,744
|
| |
1,086,699
|
|
2019
|
| |
402,006
|
| |
457,705
|
| |
931,520
|
| |
1,696,790
|
| |
3,488,021
|
||
James McCusker
Chief Revenue Officer & EVP
|
| |
2020
|
| |
405,183
|
| |
602,851
|
| |
75,921
|
| |
16,330
|
| |
1,100,285
|
|
2019
|
| |
402,006
|
| |
457,705
|
| |
931,520
|
| |
1,696,790
|
| |
3,488,021
|
||
John Wholey
Chief Operations & Information Officer & EVP
|
| |
2020
|
| |
382,673
|
| |
569,360
|
| |
75,921
|
| |
16,330
|
| |
1,044,284
|
|
2019
|
| |
379,672
|
| |
432,277
|
| |
931,520
|
| |
1,696,790
|
| |
3,440,259
|
||
Debra Ryan
Former Chief Human Resources Officer & EVP(1)
|
| |
2020
|
| |
241,780
|
| |
149,532
|
| |
—
|
| |
1,815,587
|
| |
2,206,899
|
(1)
|
Ms. Ryan first became an NEO for fiscal year 2020. Therefore, only fiscal year 2020 information is provided. Ms. Ryan separated from the Company on July 24, 2020.
|
(2)
|
Amounts reported in this column represent the actual salary earned by each of our NEOs for the years ending December 31, 2019 and 2020, (which for fiscal year 2019 take into account the increase in annual base salary rates for the NEOs, which was effective in March 2020).
|
(3)
|
Amounts reported in this column for Messrs. Walsh, Rouse, Henry, McCusker and Wholey represent the cash incentive awards paid under our STI and OPP for fiscal year 2019 and fiscal year 2020. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan - Cash Incentive” in our Compensation Discussion and Analysis for further detail. Amount reported for Ms. Ryan represents the payout of a pro-rated award under our STI for fiscal year 2020 in accordance with the EVP Severance Plan.
|
(4)
|
We did not grant stock option awards to our NEOs in FY 2020. Amounts included for 2020 reflect the incremental fair value of repriced options, computed in accordance with FASB ASC Topic 718. See “Option Repricing” in our Compensation Discussion and Analysis for further detail.
|
(5)
|
All Other Compensation for fiscal year 2020 consisted of the following (all amounts in dollars):
|
(1)
|
Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan for 2020 prior to the suspension of the 401(k) matching contribution in May 2020.
|
(2)
|
Amounts reported in this column reflect the annual stipend paid in fiscal year 2020, based on a $25.00 bi-weekly stipend to cover cell phone expenses of the NEOs through October 2020 when the Company ended this stipend due to the move to a remote work environment. In addition, for Mr. Walsh, amount includes an expense allowance of $30,000 for the maintenance of a remote office and miscellaneous expenses incurred.
|
(3)
|
Represents a cash payment received by Ms. Ryan in exchange for her agreeing to the cancellation and surrender of all of her 234,030 outstanding vested stock options at the time of her separation from the Company for an amount of cash equal to the difference between the per-share exercise price (of $2.04) and the then-current fair market value per share of our common stock (of $5.87), all as reflected on a pre-reverse stock split basis.
|
(4)
|
Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVPs and the actual cost of the physical for the Chief Executive Officer.
|
(5)
|
Represents amounts paid (or accrued for payment) during fiscal year 2020 in connection with Ms. Ryan’s termination from employment, as described below under “Potential Payments Upon Termination or Change of Control – Fiscal Year 2020”.
|
|
| |
|
| |
Estimated Possible Payouts
Under Non- Equity Incentive Plan Awards
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
|
| |
Exercise or
Base
Price of
Option
Awards
($/Share)(2)
|
| |
Grant
Date
Fair
Value of
Option
Awards(3)
|
|||||||||
Name
|
| |
|
| |
Grant
Date
|
| |
Threshold
($)(1)
|
| |
Target
($)(1)
|
| |
Maximum
($)(1)
|
| ||||||||
Joseph A. Walsh
|
| |
STI
|
| |
1/1/2020
|
| |
450,625
|
| |
1,030,000
|
| |
1,351,875
|
| |
—
|
| |
—
|
| |
—
|
|
OPP
|
| |
1/1/2020
|
| |
51,500
|
| |
1,030,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
SIP(4)
|
| |
11/18/2019(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
1,111,111
|
| |
13.82
|
| |
8.99
|
||
Paul D. Rouse
|
| |
STI
|
| |
1/1/2020
|
| |
155,109
|
| |
354,535
|
| |
465,328
|
| |
—
|
| |
—
|
| |
—
|
|
OPP
|
| |
1/1/2020
|
| |
17,727
|
| |
354,535
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
SIP(4)
|
| |
11/18/2019(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
9.07
|
||
Gordon Henry
|
| |
STI
|
| |
1/1/2020
|
| |
124,087
|
| |
283,628
|
| |
372,262
|
| |
—
|
| |
—
|
| |
—
|
|
OPP
|
| |
1/1/2020
|
| |
14,181
|
| |
283,628
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
SIP(4)
|
| |
11/18/2019(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
9.07
|
||
James McCusker
|
| |
STI
|
| |
1/1/2020
|
| |
124,087
|
| |
283,628
|
| |
372,262
|
| |
—
|
| |
—
|
| |
—
|
|
OPP
|
| |
1/1/2020
|
| |
14,181
|
| |
283,628
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
SIP(4)
|
| |
11/18/2019(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
9.07
|
||
John Wholey
|
| |
STI
|
| |
1/1/2020
|
| |
117,194
|
| |
267,871
|
| |
351,581
|
| |
—
|
| |
—
|
| |
—
|
|
OPP
|
| |
1/1/2020
|
| |
13,394
|
| |
267,871
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
SIP(4)
|
| |
11/18/2019(5)
|
| |
—
|
| |
—
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
9.07
|
||
Debra Ryan(6)
|
| |
STI
|
| |
1/1/2020
|
| |
98,088
|
| |
224,202
|
| |
294,265
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2020, an award is only paid out pursuant to our OPP if EBITDA exceeds $407.5 million and FCF exceeds $202.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an EBITDA of $407.5 million and FCF of $202.0 million, which equates to a 0.05% payout award, the minimum required to receive a payout under the OPP.
|
(2)
|
Reflects the stock options granted to the NEOs on November 18, 2019 that were repriced, effective December 29, 2020, in connection with the Option Repricing. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information.
|
(3)
|
Amounts shown represent the incremental fair value received due to the Option Repricing, effective December 29, 2020, computed in accordance with FASB ASC Topic 718. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information. The total fair value for Mr. Walsh of $8.99 is comprised of $8.26 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.73 of incremental expense resulting from the 2020 repricing. For Messrs. Rouse, Henry, McCusker and Wholey, the total fair value of $9.06 is comprised of $8.38 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.68 of incremental expense resulting from the 2020 repricing.
|
(4)
|
“SIP” refers to our stock incentive plan.
|
(5)
|
Grant date reflects the stock option grants originally awarded on November 18, 2019, which were subject to the Option Repricing effective December 29, 2020.
|
(6)
|
Amounts reflect potential payouts under our STI prior to pro-ration of Ms. Ryan’s STI bonus opportunity pursuant to the EVP Severance Plan due to her separation from the Company on July 24, 2020. As set forth in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for fiscal year ended 2020, Ms. Ryan received a pro-rated bonus under our STI in accordance with the EVP Severance Plan.
|
|
| |
|
| |
Option Awards
|
|||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)(4)
|
| |
Option
Expiration
Date
|
Joseph A. Walsh
|
| |
11/18/2019(1)
|
| |
—
|
| |
1,111,111
|
| |
13.82
|
| |
11/18/2029
|
Paul D. Rouse
|
| |
11/14/2016(2)
|
| |
147,521
|
| |
—
|
| |
3.68
|
| |
11/14/2026
|
|
11/18/2019(3)
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
11/18/2029
|
||
Gordon Henry
|
| |
9/26/2016(2)
|
| |
162,521
|
| |
|
| |
3.68
|
| |
9/26/2026
|
|
11/18/2019(3)
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
11/18/2029
|
||
James McCusker
|
| |
9/26/2016(2)
|
| |
162,521
|
| |
|
| |
3.68
|
| |
9/26/2026
|
|
11/18/2019(3)
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
11/18/2029
|
||
John Wholey
|
| |
9/26/2016(2)
|
| |
162,521
|
| |
|
| |
3.68
|
| |
9/26/2026
|
|
11/18/2019(3)
|
| |
—
|
| |
111,111
|
| |
13.82
|
| |
11/18/2029
|
(1)
|
Stock option grant originally awarded to Mr. Walsh on November 18, 2019. On November 23, 2020 the board of directors and compensation committee approved the Option Repricing, which, contingent upon each NEO’s (other than Ms. Ryan who was no longer employed by the company) written consent, lowered the exercise price of the relevant options from $16.20 to $13.82 and implemented a delayed vesting scheduled for those options granted in 2019, effective December 29, 2020. Mr. Walsh consented to the stock option repricing and subsequently restarting of the monthly vesting schedule to begin January 1, 2021, provided he remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason, in each case within six months prior to or 12 months following a change in control.
|
(2)
|
Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020.
|
(3)
|
Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019. In connection with the Option Repricing, the exercise price of the relevant options was lowered from $16.20 to $13.82 and a delayed vesting scheduled was implemented for those options granted in 2019, effective December 29, 2020. All NEOs (other than Ms. Ryan) consented to the Option Repricing and subsequently restarting the vesting schedule for Messrs. Rouse, Henry, McCusker and Wholey to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided each NEO remains in continuous service with the Company.
|
(4)
|
For applicable grants, reflects the revised exercise price of $13.82 pursuant to the Option Repricing.
|
Name
|
| |
Grant
Date
|
| |
Number of
Shares
Acquired on
Exercise
(#)(1)
|
| |
Value
Realized on
Exercise
($)(2)
|
Joseph A. Walsh
|
| |
9/26/2016
|
| |
1,625,206
|
| |
11,636,475
|
Paul D. Rouse
|
| |
11/14/2016
|
| |
15,000
|
| |
109,300
|
(1)
|
Mr. Walsh elected to exercise and hold all 1,625,206 vested stock options granted under his September 26, 2016 grant at a per share exercise price of $3.68 on December 21, 2020. Mr. Rouse elected to exercise and hold 10,000 vested options granted under his November 14, 2016 grant on December 21, 2020 and 5,000 of his vested stock options granted under his November 14, 2016 grant on December 22, 2020 at a per share exercise price of $3.68.
|
(2)
|
The fair market value of a share of our common stock was $10.84 on December 21, 2020 and $11.22 on December 22, 2020.
|
Name
|
| |
Plan Name(1)
|
| |
Number of Years
of Credited
Service(2)
|
| |
Present Value of
Accumulated
Benefit ($)
|
| |
Payments During
Last Fiscal Year
($)(3)
|
Debra Ryan
|
| |
Dex Pension Plan
|
| |
44.25
|
| |
—
|
| |
831,699
|
(1)
|
The Dex Pension Plan is a tax-qualified non-contributory defined benefit pension plan that was frozen to new participants and benefit accruals as of December 31, 2008.
|
(2)
|
Number of years of credited service under the Dex Pension Plan was frozen as of December 31, 2008.
|
(3)
|
Following her separation from the Company, Ms. Ryan received a full distribution of the balance of her pension benefit under the Dex Pension Plan during 2020.
|
Name & Event
|
| |
Cash
Severance
($)
|
| |
STI
Awards
($)(3)
|
| |
Benefits
Continuation
($)(4)
|
| |
Accelerated
Vesting of
Stock
Options
($)
|
| |
Outplacement
($)(5)
|
| |
Total
($)
|
Joseph A. Walsh
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(1)
|
| |
2,060,000
|
| |
1,223,125
|
| |
—
|
| |
—
|
| |
—
|
| |
3,282,125
|
Death(1)
|
| |
2,060,000
|
| |
1,223,125
|
| |
—
|
| |
—
|
| |
—
|
| |
3,283,125
|
Disability(1)
|
| |
2,060,000
|
| |
1,223,125
|
| |
—
|
| |
—
|
| |
—
|
| |
3,283,125
|
Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1)
|
| |
4,120,000
|
| |
1,223,125
|
| |
—
|
| |
—(6)
|
| |
—
|
| |
5,343,125
|
Paul D. Rouse
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,291,521
|
| |
,421,011
|
| |
1,649
|
| |
—
|
| |
7,250
|
| |
1,721,431
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,722,029
|
| |
421,011
|
| |
1,649
|
| |
—
|
| |
7,250
|
| |
2,151,939
|
Gordon Henry
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,033,217
|
| |
336,808
|
| |
1,319
|
| |
—
|
| |
7,250
|
| |
1,378,594
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,377,622
|
| |
336,808
|
| |
1,319
|
| |
—
|
| |
7,250
|
| |
1,722,999
|
James McCusker
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
1,033,217
|
| |
336,808
|
| |
1,319
|
| |
—
|
| |
7,250
|
| |
1,378,594
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,377,622
|
| |
336,808
|
| |
1,319
|
| |
—
|
| |
7,250
|
| |
1,722,999
|
Name & Event
|
| |
Cash
Severance
($)
|
| |
STI
Awards
($)(3)
|
| |
Benefits
Continuation
($)(4)
|
| |
Accelerated
Vesting of
Stock
Options
($)
|
| |
Outplacement
($)(5)
|
| |
Total
($)
|
John Wholey
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Resignation without Good Reason or Termination for Cause
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause(2)
|
| |
975,816
|
| |
318,197
|
| |
1,246
|
| |
—
|
| |
7,250
|
| |
1,302,509
|
Death
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Disability
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
|
| |
1,301,088
|
| |
318,197
|
| |
1,246
|
| |
—
|
| |
7,250
|
| |
1,627,781
|
(1)
|
Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.
|
(2)
|
Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.
|
(3)
|
Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2020 performance, which were approved on March 8, 2021 and paid on March 26, 2021.
|
(4)
|
For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program.
|
(5)
|
For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.
|
(6)
|
Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or twelve months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). Mr. Walsh had 1,111,111 outstanding unvested stock options as of December 31, 2020; however, the applicable per share exercise price of all of such options (of $13.82) was greater than the closing price of a share of our common stock as of December 31, 2020 (of $13.50).
|
Name & Event
|
| |
Cash
Severance
($)
|
| |
STI
Awards
($)
|
| |
Benefits
Continuation
($)
|
| |
Outplacement
($)
|
| |
Stock
Option
Cancellation
– Surrender
for Cash –
Cash
Payment
($)
|
| |
Total
($)
|
Debra Ryan
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Termination without Cause
|
| |
896,808
|
| |
149,532
|
| |
1,139
|
| |
7,250
|
| |
896,335
|
| |
1,951,064
|