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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Ultralife Corporation
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Check boxes if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identifies the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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ULTRALIFE CORPORATION
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2000 Technology Parkway
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Newark, New York 14513
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ULTRALIFE CORPORATION
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2000 Technology Parkway
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Newark, New York 14513
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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JUNE 3, 2014
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1.
|
To elect six directors for a term of one year and until their successors are duly elected and qualified;
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2.
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To ratify the selection of Bonadio & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014;
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3.
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To approve our new 2014 Long-Term Incentive Plan; and
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4.
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To transact such other business as may properly come before the meeting and any adjournments thereof.
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INFORMATION CONCERNING SOLICITATION AND VOTING
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1
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Quorum
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2
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Vote Required
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2
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Abstentions
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3
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Broker Voting
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3
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PROPOSAL 1 ELECTION OF DIRECTORS
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4
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CORPORATE GOVERNANCE
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7
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General
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7
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Committees of the Board of Directors
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7
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Audit and Finance Committee
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7
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Corporate Development and Governance Committee
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8
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Compensation and Management Committee
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8
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Shareholder Recommendations and Standards for Director Nominations
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9
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Annual Meeting Attendance
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9
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Executive Sessions
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9
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Communicating with the Board of Directors
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9
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Code of Ethics
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10
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Related Party Transactions
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10
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Risk Management
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10
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DIRECTOR COMPENSATION
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11
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Director Cash Compensation
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11
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Directors’ Stock-Based Incentive Compensation
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12
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Director Compensation for 2013
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13
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Executive compensation
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14
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Compensation Overview
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14
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Retirement Benefits
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20
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Perquisites and Other Personal Benefits
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20
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Stock Ownership and Retention Guidelines
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20
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Deductibility of Executive Compensation
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21
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Accounting for Stock-Based Compensation
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21
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2013 Summary Compensation Table
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21
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Employment Arrangements
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22
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Mr. Popielec
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22
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Other Executive Officers
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23
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Outstanding Equity Awards at December 31, 2013
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23
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Proposal 2 Ratify the selection of our independent registered public accounting firm
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26
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Principal Accountant Fees and Services
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26
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Audit Fees
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26
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Audit-Related Fees
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26
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Tax Fees
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26
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All Other Fees
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26
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Proposal
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Vote Required
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1. Election of directors
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Plurality of the shares present in person or by proxy at the Meeting and entitled to vote
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2. Ratification of the selection of Bonadio & Co., LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014
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Majority of the shares present in person or by proxy at the Meeting and entitled to vote*
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3. Approval of a new 2014 Long-Term Incentive Plan (“LTIP”)
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Majority of the shares present in person or by proxy at the Meeting and entitled to vote
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*
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The selection of Bonadio & Co., LLP is being presented to our shareholders for ratification. The Audit and Finance Committee will consider the outcome of this vote when selecting our independent registered public accounting firm for subsequent fiscal years.
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Name
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Age
|
Present Principal Occupation, Employment History and Expertise
|
||
Steven M. Anderson
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57
|
Brigadier General (Ret.) Anderson has been a director since April 13, 2010. General (Ret.) Anderson is currently Senior Vice President of Relyant, LLC, a service-disabled veteran-owned small business and global provider of solutions to complex projects. Prior to joining Relyant, LLC in February 2011, General (Ret.) Anderson served as Chief Operating Officer for Synovision Solutions LLC, a service-disabled veteran-owned small business specializing in unique applications of emerging technology, many central to innovative energy solutions. General (Ret.) Anderson, a career military officer who retired from active duty in November 2009, served for five years as a general officer in the US Army, including 15 months as the senior US and coalition logistician in Iraq in support of Operation Iraqi Freedom. From 2004 to 2006, General (Ret.) Anderson served as the senior US logistician in Korea (Deputy C-4 for the United Nations Command/Combined Forces Command and J4, United States Forces Korea) and spearheaded the development of Camp Humphreys, the combined and US headquarters facility in Central Korea. He served in various command positions including Commander, Division Support Command, 2
nd
Infantry Division, Korea (2000-02), and Commander, 725
th
Main Support Battalion, 25
th
Infantry Division (Light), Schofield Barracks, Hawaii (1995-97). In his final military assignment, he served for two years on the Army Staff in the Pentagon as the Director, Operations and Logistics Readiness, Office of the Army Deputy Chief of Staff, G4 (logistics). General (Ret.) Anderson is a 1978 graduate of the US Military Academy at West Point and earned a Masters of Science degree in Operations Research and Systems Analysis Engineering at the Naval Postgraduate School in 1987. General (Ret.) Anderson has been nominated for re-election to our Board of Directors because of his familiarity with the US military and knowledge of its procurement processes and policies, which is one of our important customer bases.
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Michael D. Popielec
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52
|
Mr. Popielec was appointed as our President and Chief Executive Officer and as a director effective December 30, 2010. Mr. Popielec has 28 years experience in growing domestic and international industrial businesses. Prior to joining us, Mr. Popielec operated his own management consulting business in 2009 to 2010 and was Group President, Applied Technologies in 2008 and 2009 and Group President, Diversified Components from 2005 to 2007 at Carlisle Companies, Inc., a $2.5 billion diversified global manufacturer. Prior to that, from 2003 to 2005, he held various positions, including Chief Operating Officer, Americas, for Danka Business Systems, PLC. From 1985 to 2002, Mr. Popielec held positions of increasing responsibility at General Electric Company, most recently as a GE corporate officer and President and Chief Executive Officer of GE Power Controls, the European arm of GE Industrial Systems. Mr. Popielec has a B.S. in Mechanical Engineering from Michigan State University. Mr. Popielec has been nominated for re-election to our Board of Directors because of his operations expertise and his experience in growing domestic and international industrial businesses.
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Name
|
Age
|
Present Principal Occupation, Employment History and Expertise
|
||
Thomas L. Saeli
|
57
|
Mr. Saeli has been a director since March 5, 2010. Since March 2011, Mr. Saeli has served as the Chief Executive Officer and, since October 2011, as a director of JRB Enterprises, Inc., a manufacturer of commercial and industrial roofing systems. Prior to that, Mr. Saeli was a business consultant to international corporate clients on matters involving business development strategies, consolidations, acquisitions and operations. He previously served as Chief Executive Officer and a member of the Board of Directors of Noble International, Ltd., an automotive supplier of engineered laser-welded steel blanks and roll-formed products, from March 2006 to April 13, 2009 when he resigned those positions. Noble International, Ltd. filed for voluntary relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, Eastern District of Michigan on April 15, 2009. From 1998 through 2006, Mr. Saeli served as Vice President of Corporate Development for Lear Corporation, an automotive supplier of seating, electronics and interior products, where he also served as Vice President of Mergers and Acquisitions. Mr. Saeli also serves on the Boards of Directors of Advance Capital Management, a mutual fund, and The Oakwood Hospital System in Dearborn, Michigan. Mr. Saeli has been nominated for re-election to our Board of Directors because of his manufacturing, corporate development, mergers and acquisitions and finance experience. Mr. Saeli also qualifies as an audit committee financial expert under applicable SEC rules.
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Robert W. Shaw II
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57
|
Mr. Shaw has been a director since June 8, 2010. From 2010 to 2013 Mr. Shaw was the President of Hornblower Yachts, Inc., the largest dining and excursion boat operator in the United States, with over 50 vessels serving California and New York with the Hornblower, Alcatraz and Statue Cruises brands. From 2007 to 2010, he was President of R.M. Thornton, Inc., a mechanical contracting company specializing in the Federal government and healthcare markets. Prior to that, from 1995 to 2006, Mr. Shaw was Chief Executive Officer and Managing Partner at Odyssey Cruises/Premier Yachts, Inc., a leading U.S. dining and excursion boat operator, where he successfully led the company through a sale process to private equity firm ICV Capital Partners. From 1989 to 1995, he served in Sodexho, S.A., one of the world’s largest contract services providers, as both President and Chief Executive Officer of Spirit Cruises, Inc., and Division President of The Seiler Corporation. Mr. Shaw served in the US Marine Corps from 1978 to 1982 as an infantry Captain. Mr. Shaw has consulted or served on a number of boards of advisors of various non-public organizations and he has been nominated for re-election to our Board of Directors because of his management expertise and experience as an executive officer.
|
||
Name
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Age
|
Present Principal Occupation, Employment History and Expertise
|
||
Ranjit C. Singh
|
61
|
Mr. Singh has been a director since August 2000, and served as Chair of the Board of Directors from December 2001 to June 2007. Mr. Singh is currently Chief Executive Officer of CSR Consulting Group, which provides business and technology consulting services. He previously served as President and Chief Executive Officer of Aptara, Inc. (formerly known as Tech Books), a content outsourcing services company, from February 2003 until July 2008. From February 2002 to February 2003, Mr. Singh served as President and Chief Executive Officer of Reliacast Inc., a video streaming software and services company. Prior to that, he was President and Chief Operating Officer of ContentGuard, which develops and markets digital property rights software. Before joining ContentGuard earlier in 2000, Mr. Singh worked for Xerox as a corporate Senior Vice President in various assignments related to software businesses. Mr. Singh joined Xerox in 1997, having been employed by Citibank where he was Vice President of Global Distributed Computing. Prior to that, he was a principal at two start-up companies and also held executive positions at Data General and Digital Equipment Corporation. Mr. Singh has been nominated for re-election to our Board of Directors because of his experience as an executive of growing technology-based companies.
|
||
Bradford T. Whitmore
|
56
|
Mr. Whitmore has been a director since June 2007 and Chair of the Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers, Ltd., an investment firm which holds approximately 3% of the outstanding shares of our common stock. Mr. Whitmore and Grace Brothers, Ltd. collectively hold slightly less than 30% of the outstanding shares of our common stock. Within the past five years, Mr. Whitmore has served as a director of several non-public companies related to ownership of Grace Brothers, Ltd./affiliates investments as well as not-for-profit organizations. Mr. Whitmore has been nominated for re-election to our Board of Directors because of his corporate development expertise.
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Annual Retainer for
Committee Members
|
Annual Retainer for
Committee Chair
|
|||||||
Audit and Finance Committee
|
$6,750 | $16,750 | ||||||
Compensation and Management Committee
|
$5,250 | $13,250 | ||||||
Governance Committee
|
$4,500 | $9,500 | ||||||
Strategy and Corporate Development Committee
|
$5,250 | $13,250 |
Annual Retainer for
Committee Members
|
Annual Retainer for
Committee Chair
|
|||||||
Audit and Finance Committee
|
$6,750 | $16,750 | ||||||
Compensation and Management Committee
|
$5,250 | $13,250 | ||||||
Corporate Development and Governance Committee
|
$6,750 | $16,750 |
Name (1)
|
Fees Earned or
Paid in Cash ($)
|
Stock Awards
($)(3)(4)
|
Total
($)
|
|||||||||
Steven M. Anderson
|
55,753 | 20,002 | 75,755 | |||||||||
Patricia C. Barron (2)
|
43,439 | - | 43,439 | |||||||||
James A. Croce (2)
|
42,878 | - | 42,878 | |||||||||
Thomas L. Saeli
|
61,440 | 20,002 | 81,442 | |||||||||
Robert W. Shaw II
|
60,879 | 20,002 | 80,881 | |||||||||
Ranjit C. Singh
|
58,879 | 20,002 | 78,881 | |||||||||
Bradford T. Whitmore
|
60,000 | 32,951 | 92,951 |
(1)
|
Michael D. Popielec is ineligible to receive compensation for his service as a director because he is also an employee, serving as our President and Chief Executive Officer.
|
(2)
|
Patricia C. Barron and James A. Croce ceased being directors of the Company on June 3, 2013.
|
(3)
|
The amounts set forth in this column reflect the aggregate grant date fair value of stock awards granted during 2013. The Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”) (formerly, Statement of Financial Accounting Standards No. 123R, Share-Based Payment), requires us to recognize compensation expense for stock options and other stock-related awards granted to our employees and directors based on the estimated fair value of the equity awards at the time of grant. The compensation expense for such awards is expensed at the time of grant. There was no stock option expense in 2013 for directors’ options since no stock options were granted to directors during 2013. The assumptions used to determine the valuation of the awards are discussed in Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.
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(4)
|
There were no non-employee director stock options outstanding at December 31, 2013.
|
Name
|
Stock Options
|
|||
Steven M. Anderson
|
- | |||
Thomas L. Saeli
|
- | |||
Robert W. Shaw II
|
- | |||
Ranjit C. Singh
|
- | |||
Bradford T. Whitmore
|
- |
|
·
|
Our goal for 2013 was to have our executive rewards program reflect the measure of responsibility associated with the position not only in the marketplace, but within the organization based on the ability of the executive to promote the success of our business strategy and leverage our future growth. In reviewing market data, we looked not only at our peer group data but also at a broader group of technology-based organizations, recognizing that in order to attract and retain a skilled work force, we must remain competitive with the pay of other employers who compete with us for talent.
|
|
·
|
Our executive rewards program is also designed to support our pay-for-performance philosophy by aligning compensation with executing long-term business strategies (LTIP) and achieving near-term financial and operational targets (STIP). We base compensation decisions on a combination of the criticality of the position in the achievement of our business strategy, individual performance and corporate performance. Generally, as an individual’s level of responsibility increases, so does the amount of variable compensation that is at risk.
|
|
·
|
We administer our executive rewards program to foster the long-term focus required for success in our industry, but we also work to achieve an appropriate balance between short-term and long-term compensation in order to adequately motivate our executives.
|
|
·
|
Individual performance
|
|
·
|
Impact of position on achievement of the business strategy
|
|
·
|
Company performance
|
|
·
|
Job responsibilities, including any significant change in responsibilities
|
|
·
|
Experience
|
|
·
|
Retention
|
Date of Grant
|
Number
of Shares
|
Exercise
Price
|
Vesting Schedule
|
December 30, 2010
|
50,000
|
$6.4218
|
Twenty five percent of the shares will vest on each of the four anniversaries of the date of grant.
|
January 3, 2011
|
50,000
|
$6.5820
|
Twenty five percent of the shares will vest on each of December 30, 2011, December 30, 2012, December 30, 2013 and December 30, 2014.
|
Date of Grant
|
Number
of Shares
|
Exercise
Price
|
Vesting Schedule
|
December 30, 2010
|
250,000
|
$6.4218
|
Twenty five percent of the shares will vest on each of the four anniversaries of the date of grant.
|
December 30, 2010
|
200,000
|
$10.00
|
Vesting begins on the date our stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date.
|
December 30, 2010
|
200,000
|
$15.00
|
Vesting begins on the date the stock first reaches a closing price equal to the exercise price for 15 trading days in a 30 trading-day period, with such vesting in equal amounts over the four anniversary dates of that date.
|
|
(1)
|
30,000 shares of our common stock will be issued on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period;
|
|
(2)
|
30,000 shares of our common stock will be issued on the later of January 1, 2014 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period;
|
|
(3)
|
30,000 shares of our common stock will be issued on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $4.00 per share for 15 trading days in a 30 trading day period; and
|
|
(4)
|
30,000 shares of our common stock will be issued on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period.
|
President & CEO
|
1.00 times salary
|
Chief Financial Officer
|
0.50 times salary
|
Other Executive Officers
|
0.33 times salary
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)(2)
|
Option Awards ($)(3)
|
All Other Compensation ($)(4)
|
Total
($)
|
||||||||||||||||
Michael D. Popielec
|
2013
|
463,507 | 0 | - | 36,487 | 499,994 | ||||||||||||||||
President and Chief
|
2012
|
459,265 | 0 | - | 158,996 | 618,261 | ||||||||||||||||
Executive Officer
|
||||||||||||||||||||||
Philip A. Fain
|
2013
|
267,500 | 10,000 | - | 21,686 | 299,186 | ||||||||||||||||
Chief Financial Officer,
|
2012
|
256,801 | 0 | 37,418 | 10,892 | 305,111 | ||||||||||||||||
Treasurer and Secretary
|
||||||||||||||||||||||
Peter F. Comerford
(1)
|
2013
|
122,453 | 0 | - | 13,726 | 136,179 | ||||||||||||||||
Vice President of
|
2012
|
236,535 | 0 | - | 8,064 | 244,599 | ||||||||||||||||
Administration, Secretary and General Counsel
|
(1)
|
On June 4, 2013, the Company and Peter F. Comerford executed a Retirement and Consulting Agreement, Release and Waiver of All Claims pursuant to which Mr. Comerford retired effective May 28, 2013. Under this agreement, the Company agreed to pay Mr. Comerford his salary through July 27, 2013 and to continue to pay his medical and dental coverage at the Company’s cost through December 31, 2013. Consistent with the Company’s retirement policy, Mr. Comerford will have the stock options granted during his tenure continue to vest and retains all vested unexpired stock options until the relevant option term has expired.
|
(2)
|
Mr. Fain was awarded a $10,000 bonus for 2013 which was recommended by the Compensation Committee and approved by the Board of Directors.
|
(3)
|
The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted pursuant to our shareholder-approved Restated LTIP calculated in accordance with ASC 718. See Note 7 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2012 and 2013 for the assumptions we used in valuing and expensing these stock options in accordance with ASC 718.
|
(4)
|
All Other Compensation for 2013 consists of the following:
|
401(k) Plan
Employer Match
($)
|
Other
Benefits
(a)
($)
|
Total
($)
|
||||||||||
Michael D. Popielec
|
5,100 | 31,387 | 36,487 | |||||||||
Philip A. Fain
|
5,100 | 16,586 | 21,686 | |||||||||
Peter F. Comerford
|
1,802 | 11,924 | 13,726 |
(a)
|
The “Other Benefits” column of the above table includes premiums paid for group medical and dental coverage and long-term care insurance, reimbursement for tax preparation and certain financial planning expenses.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of Shares or Units of Stock that Have Not Vested
(#)
|
Market Value of Shares or Units of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights that Have Not Vested
(#)
|
Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
($)
|
|
Michael D. Popielec
|
37,500
|
12,500 (1)
|
$6.4218
|
12/30/2017
|
30,000 (9)
|
106,500
|
60,000 (10)
|
213,000
|
|
187,500
|
62,500 (2)
|
6.4218
|
12/30/2017
|
||||||
37,500
|
12,500 (3)
|
6.5820
|
12/30/2017
|
||||||
0
|
200,000 (4)
|
10.0000
|
01/24/2019
|
||||||
0
|
200,000 (5)
|
15.0000
|
01/14/2020
|
||||||
Philip A. Fain
|
10,000
|
0
|
11.4217
|
09/07/2014
|
|||||
50,000
|
0
|
12.7385
|
03/07/2015
|
||||||
7,976
|
0
|
12.1848
|
01/14/2016
|
||||||
33,000
|
0
|
3.9085
|
12/04/2016
|
||||||
25,000
|
0
|
6.9061
|
12/03/2017
|
||||||
33,333
|
16,667 (6)
|
4.4218
|
12/09/2018
|
||||||
6,667
|
13,333 (7)
|
3.9797
|
01/03/2019
|
||||||
Peter F. Comerford
|
6,000
|
0
|
13.4338
|
12/07/2014
|
|||||
3,988
|
0
|
12.1848
|
01/14/2016
|
||||||
24,000
|
0
|
3.9085
|
12/04/2016
|
||||||
20,000
|
0
|
6.9061
|
12/03/2017
|
||||||
17,334
|
8,666 (8)
|
4.4218
|
12/09/2018
|
(1)
|
This stock option will vest with respect to 12,500 shares on December 30, 2014.
|
(2)
|
This stock option will vest with respect to 62,500 shares on December 30, 2014.
|
(3)
|
This stock option will vest with respect to 12,500 shares on December 30, 2014.
|
(4)
|
This stock option will vest on the date our common stock first reaches a closing price of $10 for 15 trading days in a 30-day trading period, with such vesting in equal amounts over the four anniversary dates of that date.
|
(5)
|
This stock option will vest on the date our common stock first reaches a closing price of $15 for 15 trading days in a 30-day trading period, with such vesting in equal amounts over the four anniversary dates of that date.
|
(6)
|
This stock option will vest with respect to 16,667 shares on December 9, 2014.
|
(7)
|
This stock option vested with respect to 6,667 shares on January 3, 2014 and will vest with respect to 6,666 shares on January 3, 2015.
|
(8)
|
This stock option will vest with respect to 8,666 shares on December 9, 2014.
|
(9)
|
30,000 of these RSUs will vest on January 1, 2015.
|
(10)
|
If the closing price of our common stock is at or above $5.00 per share for a period of 15 trading days in any 30 day trading period, 30,000 of these RSUs will vest on the next business day. An additional 30,000 of these RSUs will vest on the later of January 1, 2015 or the first business day following a period of 15 trading days occurring in any 30 day trading period in which our common stock has closed at or above a price of $5.00 per share.
|
BDO USA, LLP
|
Bonadio & Co., LLP
|
|||||||||||||||
2012
|
2013
|
2012
|
2013
|
|||||||||||||
Audit Fees
|
$365,618 | $49,929 | $0 | $172,878 | ||||||||||||
Audit – Related Fees
|
0 | 0 | 0 | 8,250 | ||||||||||||
Tax Fees
|
0 | 0 | 74,004 | 40,275 | ||||||||||||
All Other Fees
|
0 | 0 | 84,370 | 0 | ||||||||||||
Total
|
$365,618 | $49,929 | $158,374 | $221,403 |
|
·
|
Reviewed and discussed our audited financial statements for 2013 with our management and with Bonadio & Co., LLP, our independent registered public accounting firm for 2013;
|
|
·
|
Discussed with Bonadio & Co., LLP, our independent registered public accounting firm, the matters required to be discussed by statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
|
|
·
|
Received from Bonadio & Co., LLP the written disclosures and the letter from Bonadio & Co., LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit and Finance Committee concerning independence, and has discussed with Bonadio & Co., LLP their independence.
|
Plan Category
|
Number of securities to be used upon exercise
of outstanding options
(a)
|
Weighted-average exercise price of
outstanding options
(b)
|
Number of securities remaining available for future issuance under equity compensation plans, excluding securities
reflected in column (a)
(c)
|
Equity Compensation Plans approved by security holders
|
2,079,622
|
$6.85
|
255,678
|
Equity compensation plans not approved by security holders
|
50,000
(1)
|
$12.74
|
—
|
Total
|
2,391,000
|
$7.24
|
255,678
|
|
(1)
|
On March 7, 2008, in connection with his becoming employed by us, we granted Mr. Fain an option to purchase 50,000 shares of our Common Stock at $12.74 per share outside any of our equity-based compensation plans. This fully vested option expires on March 7, 2015.
|
Name
|
Age
|
Present Principal Occupation and Employment History
|
Philip A. Fain
|
59
|
Mr. Fain was named Chief Financial Officer in November 2009, Treasurer in December 2009 and Corporate Secretary in April 2013. He previously served as Vice President of Business Development, having joined us in February 2008. Prior to joining us, he was Managing Partner of CXO on the GO, LLC, a management-consulting firm, which he co-founded in November 2003 and which we retained in connection with our acquisition activity. Prior to founding CXO on the GO, LLC, Mr. Fain served as Vice President of Finance - RayBan Sunoptics for Luxottica, SpA. Prior to the acquisition of Bausch & Lomb’s global eyewear business by Luxottica, Mr. Fain served as Bausch & Lomb’s Senior Vice President Finance - Global Eyewear from 1997 to 1999 and as Vice President and Controller for the US Sunglass business from 1993 to 1996. In these roles, he led the process to acquire some of the World’s most sought after sunglass companies and brands for Bausch & Lomb. From 1983 to 1993, Mr. Fain served in various positions with Bausch & Lomb including executive positions in corporate accounting, finance and audit. Mr. Fain began his career as a CPA and consultant with Arthur Andersen & Co. in 1977. He received his B.A. in Economics from the University of Rochester and an MBA from the William E. Simon Graduate School of Business Administration of the University of Rochester.
|
Peter F. Comerford
|
56
|
Mr. Comerford retired effective May 28, 2013. He was named Vice President of Administration and General Counsel on July 1, 1999 and was elected Corporate Secretary in December 2000. He joined us in May 1997 as Senior Corporate Counsel and was appointed Director of Administration and General Counsel in December of that year. Prior to joining us, Mr. Comerford was a practicing attorney for approximately fourteen years having worked primarily in municipal law departments including the City of Niagara Falls, New York where he served as the Corporation Counsel. Mr. Comerford has a B.A. from the State University of New York at Buffalo, an MBA from Canisius College and a J.D. from the University of San Diego School of Law.
|
Name and Address of Beneficial Owner
|
Number of Shares Beneficially Owned
|
Percent of Class
Beneficially Owned
|
||
Bradford T. Whitmore (1)
|
5,156,034
|
29.4%
|
||
1560 Sherman Avenue, Suite 900
|
||||
Evanston, IL 60201
|
||||
NGP Energy Technology Partners II, L.P. (2)
|
950,721
|
5.4%
|
||
1700 K Street NW, Suite 750
|
||||
Washington, D.C. 20006
|
(1)
|
This information as to the beneficial ownership of shares of our common stock is based on the Form 4 dated February 18, 2014 filed with the SEC by Grace Brothers, Ltd., an Illinois limited partnership, Bradford T. Whitmore individually and as general partner of Grace Brothers, Ltd. and as manager and sole voting member of Sunray I, LLC, Spurgeon Corporation, as general partner of Grace Brothers, Ltd. and Sunray I, LLC, a Delaware limited liability company that reports beneficial ownership of 5,156,034 shares of our common stock. In the Schedule 13D/A dated February 17, 2014, Mr. Whitmore reports sole voting and dispositive power with respect to 4,637,418 of such shares, of which 4,452,283 shares are held in the name of Sunray I, LLC. Grace Brothers, Ltd., Mr. Whitmore and Spurgeon Corporation report shared voting and dispositive power with respect to 518,616 of such shares.
|
(2)
|
This information as to the beneficial ownership of shares of our common stock is based on Amendment No. 2 to Schedule 13G dated February 14, 2013 filed with the SEC by NGP Energy Technology Partners II, L.P. (a Delaware limited partnership which owns the reported securities), NGP ETP II, L.L.C., the general partner of NGP Energy Technology Partners II, L.P, Energy Technology Partners, L.L.C., the sole manager of NGP ETP II, L.L.C., and Philip J. Deutch, the sole member and manager of Energy Technology Partners, L.L.C. and the manager of NGP ETP II, L.L.C. Mr. Deutch is also a member of the investment committee of NGP ETP II, L.L.C. NGP Energy Technology Partners II, L.P. reports sole voting and dispositive power with respect to all 950,721 shares. By virtue of the relationships between and among the reporting persons, NGP ETP II, L.L.C., Energy Technology Partners, L.L.C. and Mr. Deutch may be deemed to have the power to direct the voting and disposition of the shares of common stock beneficially owned by NGP Energy Technology Partners II, L.P. NGP ETP II, L.L.C., Energy Technology Partners, L.L.C. and Mr. Deutch disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
|
Name of Beneficial Owner (1)
|
Number of Shares Beneficially Owned (1)
|
Percent of Class
Beneficially Owned (2)
|
||||||
Steven M. Anderson
|
32,938 | * | ||||||
Michael D. Popielec
|
466,280 | (3) | 1.2 | % (7) | ||||
Thomas L. Saeli
|
42,188 | * | ||||||
Robert W. Shaw II
|
34,563 | * | ||||||
Ranjit C. Singh
|
74,284 | * | ||||||
Bradford T. Whitmore
|
5,156,034 | (4) | 29.4 | % | ||||
Philip A. Fain
|
227,262 | (5) | * | |||||
All Directors and Executive Officers as a group (7 persons)
|
6,038,549 | (6) | 32.0 | % (7) |
(1)
|
Except as otherwise indicated, the shareholders named in this table have sole voting and investment power with respect to the shares of our common stock beneficially owned by them. The information provided in this table is based upon information provided to us by such shareholders. The table reports beneficial ownership for our directors and executive officers in accordance with Rule 13d-3 under the Exchange Act. This means all our securities over which directors and executive officers directly or indirectly have or share voting or investment power are listed as beneficially owned. The amounts also include shares that may be acquired by exercise of stock options prior to June 11, 2014, which shares are referred to in the footnotes to this table as “shares subject to options that may be exercised.”
|
(2)
|
Based on 17,526,229 shares issued and outstanding.
|
(3)
|
The amount shown includes 262,500 shares subject to options that may be exercised by Mr. Popielec prior to June 11, 2014.
|
(4)
|
The amount shown includes 518,616 shares beneficially owned by Grace Brothers, Ltd., an Illinois limited partnership, held in a margin account, and Spurgeon Corporation, which is a general partner of Grace Brothers, Ltd. Mr. Whitmore is a general partner of Grace Brothers, Ltd. See “Security Ownership of Certain Beneficial Owners” above for more information about Grace Brothers, Ltd.
|
(5)
|
The amount shown includes 165,976 shares subject to options that may be exercised by Mr. Fain.
|
(6)
|
The amount shown includes 433,476 shares subject to options that may be exercised by Directors and Executive Officers.
|
(7)
|
Percentages exclude shares subject to options that may be exercised by Directors and Executive Officers.
|
April 21, 2014
|
By Order of the Board of Directors
Bradford T. Whitmore
Chair of the Board of Directors
|
|
S
ection
8.
Stock Awards and Restricted Stock Units.
|