Item 10. Directors, Executive Officers, and Corporate
Governance
Names of Directors and Biographical Information
RICHARD
BLOOM, age 53, was elected as a
member of the Board in June 2016 and joined Support.com as interim
President and Chief Executive Officer in October 2016. On August 7,
2018, Mr. Bloom was appointed as President and Chief Executive
Officer and Principal Financial Officer. Effective on August 10, 2020, Mr. Bloom resigned
as the Company’s President and Chief Executive
Officer. Mr. Bloom has served
as a director of WestMountain Gold, Inc., a precious metals
exploration company with an active gold mining project in Alaska,
since June 2016, and as its Chief Executive Officer since December
2020. Mr. Bloom has served as a director of NexCore Companies, LLC,
a healthcare real estate developer and property manager, since
December 2010. He has also served as a director of Glide Rite
Corporation, an equipment repair and maintenance service provider
to large national retailers, from June 2009 through December
2018. Additionally, he served as Executive Chairman of
Arcata LLC, a marketing execution services company, from 2009
through October 2011. He served as President and Chief Operating
Officer of Renaissance Acquisition Corporation, a publicly traded
special purpose acquisition company, from the date of their initial
public offering in 2007 until 2009. Mr. Bloom served as the Chief
Executive Officer of Caswell Massey, Ltd., a personal care consumer
product company, from 2006 to 2007, and as a director and Vice
Chairman of Caswell Massey from 2003 to 2007. From 1999 to 2006,
Mr. Bloom served in various positions at Marietta Corporation, a
maker and marketer of personal care and household products, most
recently as its Chief Executive Officer and President. Mr. Bloom
also served as a director of Marietta Holding Corporation, the
successor entity to Marietta Corporation, from 2004 to 2007, and as
a director and President of BFMA Holding Corporation, which owned
and operated Marietta Corporation, from 1996 to 2004. Mr. Bloom
also served as a director of AmeriQual Group, LLC, the largest
producer and supplier of meals ready-to-eat to the United States
military, from 2005 to 2007. Mr. Bloom graduated summa cum laude
with a B.S. in Economic Science from The Wharton School, University
of Pennsylvania.
BRIAN J.
KELLEY, age 69, was elected as
a member of the Board in June 2016. Since October 2012, Mr. Kelley
has served as the Chief Executive Officer of Four Winds Advisors
LLC, where he advises technology focused clients on restructuring,
turnaround and business development, since October 2012. Mr. Kelley
previously served as the Chief Executive Officer and a director of
Alteva, Inc. (“Alteva”) (formerly NYSE MKT: ALTV), a
premier provider of cloud-based, VoIP and hosted Unified
Communications-as-a-Service (UCaaS) services until the completion
of its sale to Momentum Telecom in December 2015. Mr. Kelley
initially joined Alteva as a director in November 2013 and was
named Chief Executive Officer in June 2014 to lead a turnaround of
the company. From October 2013 until April 2014, Mr. Kelley served
as the Chief Executive Officer and a director of Snom Technology,
Inc., a leading global provider in designing, manufacturing and
marketing VoIP communications equipment. From April 2008 to July
2012, Mr. Kelley served as a director of Tii Network Technologies,
Inc. (“Tii”) (formerly NASDAQ: TIII), a leader in
designing, manufacturing and marketing network products for the
communications industry, where he also served as its Chairman
beginning in 2010. In October 2011, Mr. Kelley was also named
Tii’s President and Chief Executive Officer to lead a
turnaround and eventual sale of the company, which was completed in
July 2012. Mr. Kelley’s professional experience also includes
serving as the President of TAMCO Technology Corp., a financial
solutions-focused business management and development company
concentrated on communications technology asset management, from
2007 to 2010; President, Chief Executive Officer and a director of
Cognitronics Corporation, a formerly publicly-traded provider of
central-office communications technology hardware and software
solutions, from 1994 to 2006; and various senior management
positions with TIE/Communications, Inc., a formerly publicly-traded
diversified telecommunications services company, from 1981 to 1994.
Mr. Kelley holds a B.A. in Economics from the University of New
Hampshire and an M.B.A from the University of
Connecticut.
BRADLEY L.
RADOFF, age 47, was elected as
a member of the Board in June 2016. Mr. Radoff has served as
Principal of Fondren Management LP, a private investment management
company, since January 2005. Mr. Radoff previously served as a
Portfolio Manager at Third Point LLC and as a Managing Director of
Lonestar Capital Management LLC. Mr. Radoff is on the Board of
Directors of Vaalco Energy Inc. (NYSE: EGY), an oil and gas
exploration, development, and production company and previously
served as a director of Pogo Producing Company, an oil and gas
exploration, development, and production company, from March 2007
to November 2007 prior to its sale to Plains Exploration. Mr.
Radoff graduated summa cum laude with a B.S. in Economics from The
Wharton School, University of Pennsylvania.
LANCE
ROSENZWEIG, age 58, was appointed to serve as President and
Chief Executive Officer of the Company and as a member of the Board
in August 2020. Mr. Rosenzweig currently serves as the chairman of
the board of Boingo Wireless, a wireless networks company, and
serves as a director of Nextgen Healthcare, Inc., a software and
services company in the healthcare industry. From 2018 to 2020, Mr.
Rosenzweig served as CEO of Startek, a global business processing
company with over 45,000 employees. From January 2015 through
December 2016, Mr. Rosenzweig served as Operating Executive of
Marlin Operations Group, which works with Marlin Equity Partners, a
global investment firm focused on providing corporate parents,
shareholders and other stakeholders with tailored solutions that
meet their business and liquidity needs. Previously, Mr. Rosenzweig
served as Chief Executive Officer and President, Global Markets for
Aegis USA, Inc., a leading business process outsourcing company
with over 18,000 employees that services major corporations in the
healthcare, financial services and other industries, from 2013
through the company’s sale to Teleperformance for $610
million in 2014. Mr. Rosenzweig co-founded and served as Chairman
of the Board of PeopleSupport, Inc., a business process outsourcing
company with over 8,000 employees and operations in the U.S., the
Philippines and Costa Rica, since its inception in 1998, and was
PeopleSupport’s Chief Executive Officer from 2002 through the
company’s sale in 2008 for $250 million. Under Mr.
Rosenzweig’s leadership as CEO, PeopleSupport went public in
an IPO, was ranked by Fortune as the 9th fastest growing small
public company in the U.S. and was named employer of the year in
the Philippines. Mr. Rosenzweig held a variety of management and
entrepreneurial roles from 1985 to 2002. Mr. Rosenzweig has a B.S.
in Industrial Engineering and an M.B.A. with honors every term,
both from Northwestern University.
JOSHUA E.
SCHECHTER, age 48, was
elected as a member and Chairman of the Board in June
2016. Mr. Schechter has also served as a director of
Viad Corp (NYSE: VVI), an S&P SmallCap 600 international
experiential services company, since April 2015, where he also
serves as a member of its Corporate Governance & Nominating and
Audit Committees. He also has severed as a director of SunWorks,
Inc. since 2018 where he serves as a member of its Governance &
Nominating Committee and its Compensation Committee, and previously
served on its Audit Committee. Mr. Schechter has served as a
director of Bed Bath & Beyond Inc. (NASDAQ: BBBY) since 2019,
where he also serves as the Chairman of its Audit Committee. Mr.
Schechter previously served as a director of Genesco (NASDAQ: GVO),
a specialty retailer of branded footwear and accessories from April
2018 to June 2019. Mr. Schechter previously served on the Board of
Directors of The Pantry, Inc. (formerly NASDAQ: PTRY), a leading
independently operated convenience store chain in the southeastern
United States and one of the largest independently operated
convenience store chains in the country, where he was a member of
its Corporate Governance & Nominating and Audit & Financial
Committees, from March 2014 until the completion of its sale in
March 2015. He previously served as a director of Aderans Co., Ltd.
(TYO: 8170) (“Aderans”), a multi-national company
engaged in hair-related business, and as the Executive Chairman of
Aderans America Holdings, Inc., Aderans’ holding company in
the United States, from August 2008 to May 2015. From 2001 to June
2013, Mr. Schechter served as Managing Director of Steel Partners
Ltd., a privately owned hedge fund sponsor, and from 2008 to June
2013, Mr. Schechter served as co-President of Steel Partners Japan
Asset Management, LP, a private company offering investment
services. Mr. Schechter previously served on the Board of Directors
of WHX Corporation (n/k/a Handy & Harman Ltd.) (NASDAQ: HNH), a
diversified manufacturer of engineered niche industrial products
with leading market positions in many of the markets it serves,
from 2005 until 2008; and Puroflow, Inc. (n/k/a Argan, Inc.) (NYSE:
AGX), a provider of a full range of power industry and
telecommunications infrastructure services, from 2001 until 2003.
Mr. Schechter earned an M.P.A in Professional Accounting, and a
B.B.A from The University of Texas at Austin.
Names of Executive Officers and Biographical
Information
The
executive officers of the Company are:
|
Name
|
|
Age
|
|
Position
|
|
Lance Rosenzweig
|
|
58
|
|
President and Chief Executive Officer
|
|
Caroline Rook
|
|
63
|
|
Chief Financial Officer
|
|
Christine Kowalczyk
|
|
58
|
|
Chief Operating Officer
|
LANCE ROSENZWEIG. Please see Mr. Rosenzweig’s biography under
“Names of Directors and Biographical
Information.”
CAROLINE ROOK, age 63, was appointed to serve as Chief
Financial Officer of the Company on October 12, 2020. Ms. Rook has
served since 2013 as an independent financial consultant. Prior to
that, Ms. Rook served from 2010-2013 as the Chief Financial Officer
of 24/7 Card, a startup serving the underbanked in the US. In
addition, she previously served from 2009-2010 as the Chief
Financial Officer of Trident University, a private for-profit
institution, and from 2002-2009 as the Chief Financial Officer of
PeopleSupport, a business process outsourcing company. From 1992 to
2002, Ms. Rook held various positions with Acxiom Corporation and
Sterling Software, Inc.
CHRISTINE KOWALCZYK, age 58, was appointed to serve as Chief
Operating Officer of the Company on August 31, 2020.
Ms. Kowalczyk previously served as the
Chief Operating Officer of CBRE-FacilitySource, a facility
management BPO company from April 2018 to August 2020. Prior to
that, Ms. Kowalczyk served as the Senior Vice President of
Connexions Loyalty, a business-to-consumer customer loyalty company
from September 2017 to March 2018. From March 2015 to September
2017, Ms. Kowalczyk served as the Chief Customer Officer of Paycor
Corporation, a human capital management SaaS company. From
September 2003 to May 2015, Ms. Kowalczyk served in various
management roles for Convergys Corporation, a BPO provider of
multi-channel call center operations and voice of customer
analytics services, including its VP of Program Management and
Global Operations. Ms. Kowalczyk holds a B.S. in Accounting from
Maryville University and is also a Certified Public
Accountant.
Corporate Governance Guidelines
The
Board is committed to sound and effective corporate governance
practices designed to serve the best interests of the Company and
our stockholders. These governance principles and procedures are
reflected in our Corporate Governance Guidelines (the
“Guidelines”). Among other matters, the Guidelines
address the composition of the Board, Board operations, director
qualifications and independence, director responsibilities, Board
committees, Board and management evaluation, and management
succession planning. The Guidelines are available on our website
at:
https://corporate.support.com/pdf/Corporate_Governance_Guidelines.pdf
Code of Ethics
Integrity
is one of our core values. The Board has adopted a Code of Ethics
and Business Conduct (the “Code of Ethics”) applicable
to our employees, officers and directors. The Code of Ethics is
designed to deter wrongdoing and to promote honest and ethical
conduct. The Code of Ethics includes standards designed to ensure
full, accurate, and timely disclosure in reports filed with the
SEC, promote compliance with laws, eliminate or properly manage
conflicts of interest, encourage prompt internal reporting of
violations of the Code of Ethics, and ensure accountability for the
adherence to the Code of Ethics. The Code of Ethics is available on
our website at:
https://corporate.support.com/pdf/Code-of-Ethics-and-Business-Conduct.pdf
Director Independence
It is
our policy that a majority of our directors be independent. The
Board has determined that three of our five directors are
independent, namely Brian Kelley, Bradley Radoff, and Joshua
Schechter, based on the listing standards of the NASDAQ Capital
Market (“Nasdaq”) and applicable laws and regulations.
Our Board has also determined that the only directors who are not
independent are Lance Rosenzweig, who is the Company’s
President and Chief Executive Officer, and Richard Bloom, who is
the Company’s previous President and Chief Executive
Officer.
Anti-Hedging Policy
In
accordance with our insider trading policy, we do not permit any
directors or employees, including the executive officers, to trade
in any interest or position relating to the future price of
Support.com securities, such as short-sales, market options, or
other transactions on derivatives of our securities.
Anti-Pledging Policy
In
accordance with our insider trading policy, we do not permit any
directors or executive officers to enter into any new pledge or
margin arrangements that use our Company’s stock as
collateral for a loan or other purposes, except with the prior
approval of the Nominating and Corporate Governance Committee based
on the demonstrated financial ability of such director or executive
officer.
Board Leadership and Risk Oversight
The
Board has determined that having an independent director serve as
Chairman of the Board is in the best interest of stockholders at
this time. As a result, positions of Chairman of the Board and
Chief Executive Officer are generally not held by the same person.
This structure promotes active participation of the independent
directors in setting agendas and establishing priorities for the
work of the Board. While the Board believes its current leadership
structure is appropriate at this time, the Board may determine in
the future that the positions of Chairman of the Board and Chief
Executive Officer should be held by the same individual on a
regular basis.
The
Board is primarily responsible for the oversight of risks that
could affect the Company. This oversight is conducted in part
through committees of the Board, as disclosed in the descriptions
of each of the committees below and in the charters of each of the
committees, but the full Board has retained responsibility for
general oversight of risks. The Board satisfies this responsibility
by requiring each committee chairman to regularly report to the
Board regarding the committee’s considerations and actions,
and by requiring officers responsible for the oversight of
particular risks within the Company to report on a regular basis as
well.
In
addition to regular required reporting from committees and
officers, the Board also consults with third-party advisors in
order to maintain oversight of risks that could affect the Company,
including reviews with the Company’s independent registered
public accounting firm and compliance experts for internal controls
and tax, as well as outside counsel, independent compensation
consultants, insurance brokers and others. These advisors are
consulted on a periodic basis and as particular issues arise in
order to provide the Board with the benefit of independent expert
advice and insights on risk-related matters.
The
Board conducts regularly scheduled meetings throughout the year,
and acts at special meetings and by unanimous written consent, as
may be appropriate. During 2020, the Board held five (5) meetings.
During their respective terms, all directors attended at least 75%
of the aggregate number of meetings of the Board and of the
committees on which such directors served in 2020. Director
attendance at the Company’s Annual Meeting is encouraged but
not required. All directors attended the 2020 Annual Meeting of
stockholders.
Executive Sessions
Our
independent directors meet at least four times per year in
executive session without management or non-independent directors
present.
Director Qualifications
The
primary qualifications for service on the Board are a distinguished
record of leadership and success, and an ability to make
substantial contributions to the Board and Support.com. The
Nominating and Corporate Governance Committee periodically reviews
with the Board the appropriate skills and characteristics required
of Board members and will continue to do so as the Company and its
needs continue to change as the Board pursues its various strategic
initiatives for driving stockholder value creation.
Additionally,
the Nominating and Corporate Governance Committee has determined
that it will consider a number of other factors, skills and
characteristics in evaluating candidates for the Board, such
as:
●
The
candidate’s ability to comprehend our strategic goals and to
help guide us towards the accomplishment of those
goals;
●
The
candidate’s history of conducting his/her personal and
professional affairs with the utmost integrity and observing the
highest standards of values, character and ethics;
●
The
candidate’s time availability for in-person participation at
board of directors and committee meetings;
●
The
candidate’s judgment and business experience with related
businesses or other organizations of comparable size;
●
The
knowledge and skills the candidate would add to the board of
directors and its committees, including the candidate’s
knowledge of the SEC and Nasdaq regulations, and accounting and
financial reporting requirements;
●
The
candidate’s ability to satisfy the criteria for independence
established by the SEC and Nasdaq;
●
The
candidate’s business management and leadership
experience;
●
The
overall financial acumen of the candidate;
●
The
candidate’s technical knowledge;
●
The
candidate’s industry knowledge;
●
The
functional experience of the candidate;
●
The
risk management experience of the candidate;
●
The
gender and cultural diversity of the candidate;
●
The
makeup, skills and experience of the board as a whole;
and
●
The
interplay of the candidate’s experience with the experience
of other board members.
Further,
the Board believes that it should be a diverse body. Accordingly,
specific consideration is given to, among other things, diversity
of background and the experience a candidate would bring to the
Board, as stated in the Guidelines. The Board defines
“diversity” broadly for this purpose to include both
professional and personal backgrounds, skills sets and business
perspectives, as well as in terms of the Company’s standing
policies promoting diversity and non-discrimination based on
factors such as race, color, national origin, religion, sexual
orientation and gender.
Director Nominations
The
Nominating and Corporate Governance Committee considers and
recommends candidates for Board membership. Candidates may be
suggested by Board members, management, or our stockholders. The
Nominating and Corporate Governance Committee also has, on
occasion, retained third-party executive search firms to identify
independent director candidates. After completing an evaluation and
review of a director candidate, the Nominating and Corporate
Governance Committee makes a recommendation to the full Board, and
the Board determines whether the candidate should be nominated as a
director.
Committees of the Board of Directors
Our
Board delegates certain responsibilities to committees of
independent directors. The Board has a standing Nominating and
Corporate Governance Committee, Compensation Committee, and Audit
Committee. Members of these committees are selected by the Board
upon the recommendation of the Nominating and Corporate Governance
Committee. The charter of each of these standing Board committees
is available through our website at:
https://corporate.support.com/about-us/investor-relations/corporate-governance/
Nominating and Corporate Governance Committee
The
Nominating and Corporate Governance Committee’s primary
functions are to seek and recommend to the Board qualified
candidates for election or appointment to the Board; formulate and
recommend Corporate Governance Guidelines and the Code of Ethics
and Business Conduct; and to oversee matters of corporate
governance, including the evaluation of the Board’s
performance and processes and assignment of members to committees
established by the Board.
During
2020, the members of the Nominating and Corporate Governance
Committee were Brian Kelley, Joshua Schechter, and Bradley Radoff.
The Board has determined that all members of the Nominating and
Corporate Governance Committee meet the independence criteria set
forth in the applicable Nasdaq listing standards. The Nominating
and Corporate Governance Committee held five (5) meetings during
2020. The Board previously appointed Mr. Schechter as the Chairman
of the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee
will consider director candidates recommended by our stockholders.
Such nominations should be directed to the Nominating and Corporate
Governance Committee, c/o Corporate Secretary, at our offices
at: 777 S. Figueroa Street, Suite 4600, DPT #2009, Los
Angeles, California 90017.
Audit Committee
The
Audit Committee assists the Board in its general oversight of our
financial reporting, internal controls and audit functions, and is
directly responsible for the appointment, retention, compensation
and oversight of the work of our independent registered public
accounting firm. The Audit Committee’s primary functions are
to approve the provision of all auditing services and to approve
the terms and fees of all non-audit services provided by the
independent registered public accounting firm; meet and consult
with the independent registered public accounting firm; advise and
assist the Board in evaluating the independent registered public
accounting firm; reviewing the accounting principles and auditing
practices and procedures to be used for our financial statements
and related disclosures; review the Company’s consolidated
financial statements to be included in filings with the SEC;
preparing the audit committee report to be included in our annual
proxy statement as required by the SEC; supervise the Ethics
Committee’s review of related party transactions; and
establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
controls or auditing matters.
During 2020, the members of the Audit Committee
were Brian Kelley, Joshua Schechter, and Bradley Radoff. The Board
has determined that (i) all members of the Audit Committee meet the
independence criteria set forth in the applicable Nasdaq listing
standards and the SEC for Audit Committee membership; (ii) Mr.
Kelley is a financial expert as defined under the SEC rules; and
(iii) each member of the Audit Committee is financially literate
and has the requisite financial sophistication as required by the
applicable Nasdaq listing standards. The Audit Committee held
four (4) meetings during 2020.
The Board previously appointed Mr. Kelley as the Chairman of the
Audit Committee.
Compensation Committee
Our
Compensation Committee’s principal responsibilities are to
determine all compensation of the Company’s Chief Executive
Officer and other officers who are reporting persons under Section
16 of the Securities Exchange Act (“Section 16
Officers”); act as plan administrator for our equity
incentive plans; review the annual performance of the Chief
Executive Officer; establish the terms and conditions of employment
of the Chief Executive Officer and other officers; prepare the
annual report on executive compensation for inclusion in the
Company’s annual proxy; and provide guidance to the Chief
Executive Officer for the annual performance appraisals of other
Section 16 Officers. The Compensation Committee may, by resolution
passed by a majority of the members of the Compensation Committee,
designate one or more subcommittees, each subcommittee to consist
of one or more members of the Compensation Committee and having
powers as delegated by the resolutions of the Compensation
Committee, but only to the extent permitted by applicable law or
listing standard. Further, the Compensation Committee may delegate
to the Company’s Chief Executive Officer the authority to
make grants of equity awards under the Company’s stock plans
to employees of the Company or any subsidiary thereof who are not
members of the Board, the Chief Executive Officer or other Section
16 Officers.
During
2020, the members of the Compensation Committee were Joshua
Schechter, Bradley Radoff and Brian Kelley. The Board has
determined that all members of the Compensation Committee meet the
independence criteria set forth in the applicable Nasdaq listing
standards and the SEC for Compensation Committee membership. The
Compensation Committee held five (5) meetings during 2020. The
Board previously appointed Mr. Kelley as the Chairman of the Audit
Committee.
Delinquent Section 16(a) Reports
Under the securities laws of the United States, Support.com’s
directors, Section 16 Officers and any persons holding more than
10% of the Common Stock are required to report their initial
ownership of Common Stock and any subsequent changes in that
ownership to the SEC. Specific due dates for these reports have
been established and we are required to identify in this Amendment
those persons who failed to timely file these reports. Based solely
on a review of Forms 3, 4 and 5 and any amendments thereto
furnished to us, we believe that all of the Section 16 filing
requirements were timely satisfied for 2020.
Item 11. Executive
Compensation.
Executive Officer Compensation
COMPENSATION DISCUSSION AND ANALYSIS
The
following discussion and analysis explains our executive
compensation program and policies for our executives listed in the
Summary Compensation Table below. We refer to these senior
executives as our “Named Executive
Officers.”
|
Name
|
|
Title
|
|
Christine Kowalczyk (1)
|
|
Chief Operating Officer
|
|
Caroline Rook (2)
|
|
Chief Financial Officer
|
|
Lance Rosenzweig (3)
|
|
President and Chief Executive Officer
|
|
Richard Bloom (4)
|
|
Former President and Chief Executive Officer
|
(1)
On August 31, 2020,
the Board appointed Christine
Kowalczyk as Chief Operating Officer of the
Company.
(2)
On October 12,
2020, the Board appointed Caroline Rook as Chief Financial Officer
of the Company.
(3)
On August 10, 2020,
the Board appointed Lance Rosenzweig as President and Chief
Executive Officer of the Company. Mr. Rosenzweig was also appointed
to serve as a director on the Board on August 10,
2020.
(4)
Effective August
10, 2020, Mr. Bloom ceased serving as our President and Chief
Executive Officer but continued as our Principal Accounting Officer
until October 9, 2020. Mr. Bloom continues to serve as a member of
the Company’s Board of Directors.
Consideration of 2020 Say-on-Pay Voting Results
At
our 2020 annual meeting of stockholders, approximately 97% of votes
cast were in favor of our “say-on-pay” proposal. The
Compensation Committee considered the 2020 say-on-pay voting
results at its meetings, and the Compensation Committee believes
the voting results demonstrate significant support for our Named
Executive Officer compensation program – particularly our
decision to freeze salaries and bonus opportunities until the
Company returns to profitability – and, as a result, the
Compensation Committee made similar decisions in 2020.
Executive Compensation Philosophy and Objectives
The
Compensation Committee determined that base salaries of $480,000,
$250,000 and $250,000 per year would be appropriate for Mr.
Rosenzweig, Ms. Rook and Ms. Kowalczyk in their respective roles as
President and Chief Executive Officer, Chief Financial Officer and
Chief Operating Officer and the Committee will re-visit total
compensation as appropriate. Until he ceased to be an employee on
October 9, 2020, Mr. Bloom was paid a base salary of $480,000 per
year, which the Compensation Committee determined to be
appropriate.
Our
executive compensation program is designed to attract and retain
talented executives that will lead the Company in achieving its
business goals and objectives and in creating long-term stockholder
value. In keeping with our philosophy of aligning pay with
performance, a significant portion of our Named Executive
Officers’ compensation is “at risk” and comprised
of both short-term performance-based cash incentives
(“MBOs”) and long-term equity awards. For us, “at
risk” compensation consists of incentive cash compensation
that is directly linked to performance against quarterly objectives
set by the Compensation Committee, and interests in stock option
grants priced at or above the closing price of a share of Common
Stock on Nasdaq on the date of grant and vesting over multi-year
periods or in some cases upon achievement of performance
milestones.
The
principal elements of our executive compensation program
are:
● base
salary;
● short-term,
performance-based cash incentive awards;
● long-term,
equity-based awards; and
● other
benefits customary for our peer group.
We
believe that short-term cash incentives are an important and
effective way to align Named Executive Officer pay with Company
performance because short-term cash incentives are earned only when
our Named Executive Officers contribute to the achievement of our
specific short-term business objectives.
We also
believe long-term stock option grants are particularly effective as
a means of aligning the interests of our Named Executive Officer
with those of our stockholders as these awards are designed to
drive both long-term Company performance and retention of our key
executives because the option awards will not deliver any return to
our Named Executive Officer unless our stock price increases after
the time the award is made.
The Role of Management in Compensation Decisions
During
his tenure as our Chief Executive Officer, Mr. Bloom made
recommendations to the Compensation Committee regarding individual
compensation adjustments for senior employees, other than himself,
based on market data, Company performance and individual
performance, and Mr. Rosenzweig continues to make similar
recommendations in his role as Chief Executive Officer. During his
tenure as our Chief Executive Officer, Mr. Bloom also made
recommendations regarding incentive compensation measures to align
compensation with our corporate objectives, and Mr. Rosenzweig
continues to make similar recommendations in his role as Chief
Executive Officer. Neither Mr. Bloom nor Mr. Rosenzweig makes
recommendations about their own compensation nor participates in
the Compensation Committee’s discussions regarding their
compensation.
Analysis of 2020 Executive Compensation Decisions and
Actions
Base Salary
Base salary is the baseline cash compensation that
we pay to our Named Executive Officer throughout the year. Base
salaries are reviewed annually by the Compensation Committee along
with other elements of executive compensation. Prior to August 10,
2020, Mr. Bloom served as our President and Chief Executive Officer
and the Compensation Committee determined that a salary of $480,000
per year would be appropriate for Mr. Bloom. Mr. Rosenzweig was
appointed as our President and Chief Executive Officer
on August 10, 2020 and the
Compensation Committee determined that a salary of $480,000 per
year would be appropriate for Mr. Rosenzweig as discussed above.
Ms. Kowalczyk was appointed as our Chief Operating Officer on
August 31, 2020 and the Compensation Committee determined that a
salary of $250,000 per year would be appropriate for Ms. Kowalczyk.
Ms. Rook was appointed as our Chief Financial Officer on October
12, 2020 and the Compensation Committee determined that a salary of
$250,000 per year would be appropriate for Ms.
Rook.
The
annual base salary rates for our Named Executive Officers for 2020
are set forth in the table below:
|
Name
|
|
|
Christine
Kowalczyk
|
$250,000
|
|
Caroline
Rook
|
$250,000
|
|
Lance
Rosenzweig
|
$480,000
|
|
Richard
Bloom
|
$480,000
|
Short-Term, Performance Based Cash Incentive Awards
We
paid short-term performance-based cash incentives in 2020 under our
Executive Incentive Compensation Plan to attract and retain
talented executives who help us achieve our business objectives and
align executive pay with achievement against near-term Company
performance objectives. In determining appropriate target
short-term cash incentive opportunities for each participant for
2020, the Compensation Committee assessed the same factors that
were considered in determining 2020 base salaries and determined
that current amounts were considered appropriate and no changes to
short-term performance-based cash incentives were made. Neither Mr.
Bloom nor Mr. Rosenzweig received any short-term cash performance
incentive awards in 2020.
Actual
payouts for our short-term cash incentive awards for employees,
other than Mr. Bloom and Mr. Rosenzweig, were based on the
achievement of specified financial targets and non-financial
corporate and leadership objectives. The targets for bonuses were
tied to Company adjusted net income targets and set at the
beginning of 2020 for each quarter during 2020. Targets for bonuses
that were tied to specific individual performance were set on a
quarterly basis, subject to the Compensation Committee’s
authority to adjust such targets. The Compensation Committee
considers individual performance targets each quarter in order to
keep the short-term performance-based incentives appropriate and
effective at aligning this element of executive pay with the
achievement of the Company’s near-term performance
objectives. All objectives were designed to require strong
performance from our employees and may result in payouts under
target. For 2020, our short-term cash incentive award payout
approach was as follows:
● Incentive
compensation for Company adjusted net income targets is paid on a
straight-line sliding scale if the Company achieves between the
minimum threshold of 85% (achievements under 85% received no
payout) and the maximum achievement of 100% on a quarterly
basis;
● Targets
specific to individual performance are not eligible for achievement
levels above 100% of target, but could be assigned pro rata credit
based on actual achievement on a straight-line sliding scale
between 0% to 100%.
By
establishing targets that are a percentage of base salary and
capping payouts as described above, our program results in payouts
which are a fraction of the employee’s base salary. The
Compensation Committee determines in its sole discretion if, and to
what extent, objectives are achieved, and incentive awards are
payable based on the actual results of the period. Pursuant to the
Executive Incentive Compensation Plan, the Compensation Committee
reserves the right to amend or discontinue the short-term incentive
program at any time in the best interests of the Company and to use
negative discretion, where appropriate.
During
2020, neither Mr. Rosenzweig, our Named Executive Officer, nor Mr.
Bloom participated in the MBO program.
Long-Term Equity Awards
We
periodically provide long-term equity awards at the discretion of
the Compensation Committee to our executive officers to encourage
them to create long-term value for our stockholders through
sustained performance. Equity compensation for executive officers
is reviewed at least annually, but the frequency, type, and amount
of long-term equity awards are made at the discretion of the
Compensation Committee based on an assessment of overall
compensation and grant date fair value of any new awards,
performance, and the desired balance of compensation incentives
going forward. Thus, grants in recent years have tended to vary
year-to-year based on this overall assessment.
Subject
to the terms of a stock option agreement and the Company’s
2014 Inducement Award Plan (“Inducement Plan”), the
Compensation Committee approved a grant, effective on Mr.
Rosenzweig’s employment start date of August 10, 2020
consisting of a time-vested stock option (“Time Vest
Option”) in the amount of four hundred thousand (400,000)
shares of Company common stock vesting monthly over a three
(3) year period beginning on his start date, with an exercise price
of $1.61 per share, the closing price of the Company’s common
stock on August 10, 2020. Subject to his delivery of an effective
release of claims, vesting will accelerate: (a) with respect to the
number of shares that would vest within an additional three (3)
months upon Mr. Rosenzweig’s involuntary termination as
defined in his offer letter (“Involuntary Termination”)
within two years following his employment start date, or six (6)
months if his Involuntary Termination is more than two years after
his start date, and (b) as to one hundred percent (100%) of the
then-unvested shares upon his Involuntary Termination on or within
twelve months following a change of control (as defined in the
Inducement Plan).
Subject
to the terms of a stock option agreement and the Company’s
Third Amended and Restated 2010 Equity and Performance Incentive
Plan (“Stock Plan”), the Compensation Committee
approved a grant effective on August 10, 2020 consisting of a
performance-based stock option (“Performance Option”)
to purchase six hundred thousand (600,000) shares of the
Company’s common stock with an exercise price of $1.61 per
share, the closing price of the Company’s common stock on
August 10, 2020.
As
a condition of the Performance Option, the following performance
targets (“Performance Targets”) and service vesting
conditions apply, both of which must be satisfied during the term
of the Performance Option:
(a)
The performance requirement will be satisfied either: (i) on the
date as of which the average daily closing price of the
Company’s common stock on the Nasdaq Stock Market for the ten
(10) consecutive business days through and including such date
equals or exceeds one hundred and fifty percent (150%) of the
exercise price of the Performance-Based Option, or $2.415 per share
(the “Premium Price”), or (ii) the closing date of a
change of control (as defined in the Stock Plan) in which the price
paid per share of common stock in the transaction equals or exceeds
the Premium Price. If the performance requirement is not satisfied
on or before the closing of a change of control, the Performance
Option will be forfeited in full. If the performance requirement is
not satisfied on or before Mr. Rosenzweig’s termination of
employment, or within three (3) months following his Involuntary
Termination subject to his delivery of an effective release of
claims, the Performance Option will be forfeited in
full.
(b)
The service vesting requirement will be satisfied monthly over a
three (3) year period beginning on August 10, 2020 subject to Mr.
Rosenzweig’s continued employment through each service
vesting date. Subject to his delivery of an effective release
of claims, service vesting will accelerate: (i) with respect to the
number of shares that would vest within an additional three (3)
months upon his Involuntary Termination within two years following
his employment start date, or six (6) months if his Involuntary
Termination is more than two years after his start date, and (ii)
as to one hundred percent (100%) of the then-unvested shares upon
his Involuntary Termination on or within twelve months following a
change of control.
The
Time Vest Option and the Performance Option will also provide for
one hundred percent (100%) acceleration of service vesting upon a
change of control (as defined in the applicable plan) to the extent
such options will not be continued, assumed or substituted and
would otherwise be terminated without consideration upon the
closing of the change of control; provided, however, that if the
performance requirement is not satisfied on or before the closing
of the change of control, the Performance Option will be forfeited
in full.
As
our Chief Financial Officer, Ms. Rook received a grant of one
hundred thousand (100,000) non-qualified stock options on October
12, 2020 with an exercise price of $1.72. These stock options vest
monthly on the anniversary of Ms. Rook’s employment start
date over a four (4) year period.
As
our Chief Operating Officer, Ms. Kowalczyk received a grant of one
hundred thousand (100,000) non-qualified stock options on September
11, 2020 with an exercise price of $1.97. These stock options vest
monthly on the anniversary of Ms. Kowalczyk’s employment
start date over a four (4) year period.
Other Benefits
We
also provide our Named Executive Officers with certain employee
benefits that are generally consistent with both the employee
benefits we provide to all of our employees and that are provided
by other employers in Silicon Valley. These benefits consist of a
tax-qualified defined contribution plan, which we refer to as our
401(k) plan (to which we do not make any employer contributions),
health benefits, life insurance benefits, and other welfare
benefits. We do not provide any special employee
benefits to our Named Executive Officers other than life insurance
coverage equal to two times the individual’s salary, with a
cap of $500,000 per person. This type of life insurance coverage is
also available to each of our U.S. exempt employees. In addition,
we provide our Named Executive Officers a reimbursement and
gross-up for commuting expenses. Our U.S. employees who hold a
non-exempt position receive life insurance coverage equal to one
times the individual’s salary, with a cap of $50,000 per
person.
Tax Implications of Compensation Policies
Section 162(m)
Section
162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”) generally places a limit of $1,000,000 on the
amount of compensation we may deduct for federal income tax
purposes in any one year with respect to the compensation we pay to
certain of our most highly compensated officers. In order to
maintain flexibility in compensating our covered employees (as
determined under 162(m)) in a manner designed to promote
achievement of Company goals, the Compensation Committee considers
the Section 162(m) impact of its compensation decisions but does
not necessarily limit executive compensation to that which is
deductible under Section 162(m) of the Code.
Taxation of “Parachute” Payments
Sections
280G and 4999 of the Code provide that “disqualified
individuals” within the meaning of the Code (which generally
includes certain officers, directors and employees of the Company)
may be subject to additional taxes if they receive payments or
benefits in connection with a change in control of the corporation
that exceed certain prescribed limits. The corporation or its
successor may also forfeit a deduction on the amounts subject to
this additional tax.
We
did not provide any of our executive officers, including any named
executive officer, any director, or any other service provider with
a “gross-up” or other reimbursement payment for any tax
liability that the individual might owe as a result of the
application of sections 280G or 4999, and we have not agreed and
are not otherwise obligated to provide any individual with such a
“gross-up” or other reimbursement as a result of the
application of sections 280G and 4999.
Accounting Standards
We
follow Financial Accounting Standards Board Accounting Standards
Codification Topic 718, or “ASC 718,” for accounting
for our stock options and other stock-based awards. ASC 718
requires companies to calculate the grant date “fair
value” of their stock option grants and other equity awards
using a variety of assumptions. This calculation is performed for
accounting purposes. ASC 718 also requires companies to recognize
the compensation cost of stock option grants and other stock-based
awards in their income statements over the period that an employee
is required to render service in exchange for the option or other
equity award.
Employment Arrangements, Termination of Employment Arrangements and
Change of Control Arrangements
Lance Rosenzweig
Mr. Rosenzweig assumed the title of President and
Chief Executive Officer on August 10, 2020. In connection with his
employment, we entered into an offer letter with Mr. Rosenzweig
which provides for him to receive an annual base salary of
$480,000. Pursuant to the terms of his offer letter, Mr. Rosenzweig
received a bonus for 2020 in the form of a stock grant of 100,000
shares of common stock of the Company in January 2021, subject to
applicable withholding taxes. The offer letter also
provides that if Mr. Rosenzweig is terminated by the Company
without “cause” (other than for death or disability) or
resigns for “good reason”, as such terms are defined in
the offer letter, he will be
entitled to receive (i) a lump sum cash severance payment equal to
50% of his then current annual base salary (or 100% of his then
current annual base salary if the termination occurs more than two
years after his start date), (ii) payment of COBRA premium costs
for twelve months (up to the monthly amount we were paying as the
employer-portion of health care premiums prior to termination of
employment), and (iii) a pro-rata portion of his actual bonus for
the fiscal year in which the termination occurs as determined by
our Board based on actual performance for such year (with such
proration being based on the number of days worked during the
fiscal year of termination). Payment of the severance benefits
under the offer letter is subject to Mr. Rosenzweig’s
execution and delivery of an effective release of
claims.
Caroline Rook
Ms. Rook assumed the title of Chief Financial
Officer on October 12, 2020. In
connection with her employment, we entered into an offer letter
with Ms. Rook. Our arrangement with Ms. Rook provides for her to
receive an annual base salary of $250,000 and an annual short-term
cash incentive target of thirty percent (30%) of base salary. In
addition, Ms. Rook has been granted stock options, as reflected in
the outstanding equity awards table below.
Christine Kowalczyk
Ms.
Kowalczyk assumed the title of Chief Operating Officer on August
31, 2020. In connection with her employment, we entered into an
offer letter with Ms. Kowalczyk. Our arrangement with Ms. Kowalczyk
provides for her to receive an annual base salary of $250,000 and a
bonus under our Executive Incentive Compensation Plan with a target
amount of thirty percent (30%) of base salary. The Executive
Incentive Compensation Plan has a corporate performance component
and an individual management by objectives (MBO) component. We also
agreed to pay a sign-on bonus of $25,000 in cash, grossed up,
payable in the first regular payroll after Ms. Kowalczyk’s
start date. If Ms. Kowalczyk voluntarily resigns from her position
within the first year of her employment, she will be required to
return a pro-rata portion of the sign-on bonus.
We have entered into an offer letter addendum with
each of Caroline Rook and Christine Kowalczyk, which among other
things, specifies the severance payments and/or benefits to be
provided upon termination of employment in certain circumstances.
Each such offer letter addendum provides that if the executive is
terminated by Support without “cause” (other than for
death or disability) or resigns for “good reason”, as
such terms are defined in the offer letter addendum, and executes
and delivers an effective release of claims, the executive will be entitled to receive an
amount equal to three (3) months of the executive’s then
current annual base salary, payable in equal amounts on
regular pay dates following the date that the release of claims
becomes effective.
Rick Bloom
Effective on August
10, 2020, Rick Bloom stepped down as the Company’s President
and Chief Executive Officer. Mr. Bloom remained the Company’s
Principal Accounting Officer for a transition period of sixty (60)
days until October 9, 2020 (the “Transition Period”).
Mr. Bloom continues to serve on the Company’s Board of
Directors. On August 10, 2020, the Company and Mr. Bloom executed a
Separation and Release Agreement (the “Separation
Agreement”).
During
the Transition Period, Mr. Bloom’s base salary remained at
the same rate as it was on the August 10, 2020, and Mr. Bloom
continued to be eligible for the Company’s standard employee
benefits (other than equity awards). Pursuant to the Separation
Agreement, the Company paid Mr. Bloom $200,000 subject to required
tax withholdings on August 18, 2020. In addition, in exchange for
Mr. Bloom’s delivery of a supplemental release upon
completion of the Transition Period, the Company provided Mr. Bloom
with a lump sum payment equal to $6,007, which represents the cost
of six (6) months of COBRA continuation coverage premiums for Mr.
Bloom and his family, less the amount of premiums that Mr. Bloom
would have paid if he were an active employee during such
period.
2020 Summary Compensation Table
The
following table shows compensation information for 2020, 2019 and
2018 for our Named Executive Officers.
|
Name and Principal Position
|
|
|
|
|
|
Non-Equity Incentive Plan Compensation
($)(2)
|
All Other Compensation ($)(3)
|
|
Lance
Rosenzweig (4)
President and Chief
Executive Officer
|
2020
|
184,615
|
215,000(5)
|
50,000
|
701,200
|
-
|
99
|
1,150,915
|
Caroline
Rook (6)
Chief Financial
Officer
|
2020
|
52,885
|
-
|
-
|
69,660
|
16,508
|
91
|
139,114
|
Christine
Kowalczyk (7)
Chief Operating
Officer
|
2020
|
81,731
|
46,586
|
-
|
79,470
|
25,027
|
89
|
232,904
|
|
Richard Bloom (8)
|
2020
|
443,077
|
-
|
50,000
|
-
|
-
|
225,780(9)
|
718,857
|
|
Former President
and
|
2019
|
480,000
|
-
|
50,000
|
-
|
-
|
50,024
|
580,024
|
|
Chief Executive
Officer
|
2018
|
480,000
|
-
|
50,000
|
251,204
|
-
|
53,239
|
834,443
|
(1)
The amounts disclosed represent the
grant date fair value of awards computed in accordance with ASC
Topic 718, Compensation – Stock
Compensation, excluding the
effect of certain forfeiture assumptions. We estimate the fair
value of stock options granted using the Black-Scholes option
pricing model. This pricing model requires a number of complex
assumptions including volatility, expected term, risk-free interest
rate, and expected dividends. For more information about the
assumptions used, please refer to our audited consolidated
financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2020.
(2)
The
amounts disclosed under Non-Equity Incentive Plan Compensation
reflect payouts under the Company’s quarterly incentive plan,
as approved by the Compensation Committee of the Board of
Directors. Payouts for earned awards were made both in 2020 and
2021.
(3)
Our
employees may participate in our 401(k) plan, which is a
tax-qualified defined contribution plan. We do not provide any
matching contributions on any employee’s contribution to the
401(k) plan. The amounts disclosed in this column include life
insurance premiums for term life insurance consisting of 2x base
salary with a cap of $500,000 for each Named Executive
Officer.
(4)
Mr.
Rosenzweig joined the Company on August 10, 2020.
(5)
This
amount reflects the bonus payment that Mr. Rosenzweig’s
earned in 2020, which consisted of 100,000 shares of common stock
issued to Mr. Rosenzweig on January 25, 2021. The value of this
bonus is computed by multiplying (i) $2.15, the closing price
per share of our common stock on the NASDAQ Market on January 25,
2021 by (ii) the number of shares of stock.
(6)
Ms.
Rook joined the Company on October 12, 2020.
(7)
Ms.
Kowalczyk joined the Company on August 31, 2020.
(8)
Effective August 10, 2020, Mr.
Bloom ceased serving as our President and Chief Executive
Officer.
(9)
Includes $200,000 attributable to a cash severance
payment, $6,007 attributable to the lump sum payment that
Mr. Bloom received to subsidize his COBRA continuation coverage
premiums in connection with his separation from employment,
and $19,773 attributable to gross-up
and reimbursement costs. For a summary of fees paid to Mr. Bloom as
a non-employee director, please see the Director Compensation
Table.
2020 Grants of Plan-Based Awards Table
The
following table sets forth certain information with respect to
grants of plan-based awards in 2020 to our Named Executive
Officers, including short-term cash incentive awards and equity
awards. Stock options were granted to our Named Executive Officers
in 2020 under the 2010 Stock Plan and the 2014 Inducement Award
Plan. All stock options were granted with an exercise price equal
to the closing price of a share of Common Stock on NASDAQ on the
date of the grant.
|
|
|
|
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards (1)
Target($)
|
|
All Other Option
Awards: Number of Securities Underlying Options and Units
(#)
|
Exercise or Base
Price of Option Awards ($)
|
Grant Date Fair
Value of Stock and Option Awards ($)(2)
|
|
Lance
Rosenzweig (3)
|
|
|
|
|
|
|
|
|
Option(4)
|
|
-
|
-
|
-
|
600,000
|
1.61
|
510,000
|
|
Option
|
|
-
|
-
|
-
|
400,000
|
1.61
|
191,200
|
|
RSU (5)
|
|
-
|
-
|
-
|
25,380
|
-
|
50,000
|
|
Caroline
Rook (6)
|
|
|
|
|
|
|
|
|
Option
|
|
-
|
-
|
-
|
100,000
|
1.72
|
69,660
|
|
MBO
|
-
|
14,032
|
16,508(7)
|
16,508
|
-
|
-
|
-
|
|
Christine
Kowalczyk (8)
|
|
|
|
|
|
|
|
|
Option
|
|
-
|
-
|
-
|
100,000
|
1.97
|
79,470
|
|
MBO
|
-
|
5,335
|
6,277(9)
|
6,277
|
-
|
-
|
-
|
|
MBO
|
-
|
15,938
|
18,750(10)
|
18,750
|
-
|
-
|
-
|
|
Richard
Bloom (11)
|
|
|
|
|
|
|
|
|
RSU (5)
|
|
-
|
-
|
-
|
25,380
|
-
|
50,000
|
(1) For 2020 we
defined Company and/or individual objectives for our Named
Executive Officers on a quarterly basis. Payouts were based
on the achievement of EBITDA targets, adjusted for certain non-cash
and non-operational activities, as approved by the Compensation
Committee. Additional information is
reflected in the discussion of “Short-Term, Performance-Based
Cash Incentive Awards” above.
(2) The amounts disclosed represent the grant date fair value
of awards computed in accordance with ASC Topic
718, Compensation – Stock
Compensation, excluding the
effect of certain forfeiture assumptions. We estimate the fair
value of stock options granted using the Black-Scholes option
pricing model. This pricing model requires a number of complex
assumptions including volatility, expected term, risk-free interest
rate, and expected dividends. For more information about the
assumptions used, please refer to our audited consolidated
financial statements. The grant date fair value of all RSU awards
is determined by multiplying the number of units granted by the
closing price of our Common Stock on the grant
date.
(3) Mr. Rosenzweig joined the Company on August 10,
2020.
(4) This stock option grant is subject to both a service
requirement and a performance requirement. The performance
requirement will be satisfied either: (i) on the date as of which
the average daily closing price of the Company’s common stock
on the Nasdaq Stock Market for the ten (10) consecutive business
days through and including such date equals or exceeds $2.415 per
share (the “Premium Price”), or (ii) the closing date
of a change of control (as defined in the Stock Plan) in which the
price paid per share of common stock in the transaction equals or
exceeds the Premium Price.
(5) These RSUs were granted in connection with Mr.
Rosenzweig’s and Mr. Bloom’s service on the Board, see
“Director Compensation” below. These RSUs vest 100%
after one year from the grant date subject to continued
service.
(6) Ms.
Rook joined the Company on October 12, 2020.
(7)
This amount reflects Ms. Rook’s target Q4 bonus, which was
based on 30% of her base salary payable during such quarter,
pro-rated for her period of employment during such quarter. This
bonus was paid at target in March 2021, in the amount of
$16,508.
(8) Ms.
Kowalczyk joined the Company on August 31, 2020.
(9)
This amount reflects Ms. Kowalczyk’s target Q3 bonus, which
was based on 30% of her base salary payable during such quarter,
pro-rated for her period of employment during such quarter. This
bonus was paid at target, in the amount of $6,277.
(10)
This amount reflects Ms. Kowalczyk’s target Q4 bonus, which
was based on 30% of her base salary payable during such quarter.
This bonus was paid at target in March 2021, in the amount of
$18,750.
(11)
Effective August 10, 2020, Mr.
Bloom ceased serving as our President and Chief Executive
Officer.
Our
Named Executive Officers are parties to employment contracts or
arrangements with us. For more information about these agreements
and arrangements, see “Compensation Discussion and
Analysis—Employment Arrangements, Termination of Employment
Arrangements and Change of Control Arrangements” above. For
more information about the compensation arrangements in which our
Named Executive Officers participate and the proportion of our
Named Executive Officers’ total compensation represented by
“at risk” components, see “Compensation
Discussion and Analysis” above.
Outstanding Equity Awards at 2020 Fiscal Year-End
Table
The
following table summarizes the number of securities underlying
outstanding equity awards for our Named Executive Officers as of
December 31, 2020:
|
|
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Option
Exercise
Price ($)
|
|
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested($)
|
|
Lance Rosenzweig (2)
|
8/10/2020 (3)
|
77,777
|
322,223
|
1.61
|
8/10/2030
|
|
25,380(4)
|
55,836(5)
|
|
Lance Rosenzweig (2)
|
8/10/2020 (6)
|
-
|
600,000
|
1.61
|
8/10/2030
|
-
|
-
|
-
|
|
Caroline Rook (7)
|
10/12/2020 (8)
|
4,166
|
95,834
|
1.72
|
10/12/2030
|
-
|
-
|
-
|
|
Christine Kowalczyk (9)
|
9/11/2020 (8)
|
8,333
|
91,667
|
1.97
|
9/11/2030
|
-
|
-
|
-
|
(1)
Unless otherwise
indicated, these grants are made pursuant to the Company’s
Third Amended and Restated 2010 Stock Plan.
(2)
Mr. Rosenzweig
joined the Company on August 10, 2020.
(3)
These options were
granted pursuant to the Company’s 2014 Inducement Award Plan.
One thirty-sixth
(1/36th)
of these options vest each month over the three (3) year
period beginning on August 10, 2020, subject to continued
employment. If applicable, vesting accelerates as provided
in, and subject to the terms and conditions of, Mr.
Rosenzweig’s award agreement.
(4)
These
RSUs vest 100% after one year from the grant date subject to
continued service.
(5)
Market
value of shares or units of stock that have not vested is computed
by multiplying (i) $2.20, the closing price per share of our
common stock on the NASDAQ Market on December 31, 2020, the
last trading day of 2020, by (ii) the number of shares or
units of stock.
(6)
This stock option grant is subject to both a
service requirement and a performance requirement. The service
vesting requirement will be satisfied monthly over a three (3) year
period beginning on August 10, 2020 subject to Mr.
Rosenzweig’s continued employment through each service
vesting date. The performance requirement will be satisfied either:
(i) on the date as of which the average daily closing price of the
Company’s common stock on the Nasdaq Stock Market for the ten
(10) consecutive business days through and including such date
equals or exceeds $2.415 per share (the “Premium
Price”), or (ii) the closing date of a change of control (as
defined in the Stock Plan) in which the price paid per share of
common stock in the transaction equals or exceeds the Premium
Price. If applicable, vesting accelerates as provided in,
and subject to the terms and conditions of, Mr. Rosenzweig’s
award agreement.
(7)
Ms.
Rook joined the Company on October 12, 2020.
(8)
One forty-eighth (1/48th)
of these options vest each month on the anniversary of the Named
Executive Officer’s employment start date over a four (4)
year period.
(9)
Ms.
Kowalczyk joined the Company on August 31, 2020.
2020 Option Exercises and Stock
Vested
The
following table provides information about RSU awards vested for
our Named Executive Officers during 2020. No Named Executive
Officers exercised stock options during 2020.
|
|
|
|
Name
|
Number of
Securities
Acquired on Vesting
(#)
|
Value Realized on Vesting
($) (1)
|
|
Richard
Bloom
|
60,837
|
95,514
|
(1)
Represents the amounts realized
based on the fair market value of the Company’s Common Stock
on the applicable vesting date.
Pension Benefits and Nonqualified Deferred
Compensation
We do
not maintain any nonqualified deferred compensation plans, defined
benefit plans, pension plans or other plans with specified
retirement benefits for our Named Executive Officer or our
employees. We do provide our employees with the opportunity to
participate in our 401(k) plan, which is a tax-qualified defined
contribution plan. We do not provide for any matching contributions
with respect to our employees’ contributions to the 401(k)
plan. We also do not maintain any nonqualified deferred
compensation plans, defined benefit plans or other plans with
specified retirement benefits for our Named Executive Officer or
our employees.
Potential Payments upon Termination or
Change-in-Control
During
2020, we were party to employment and stock option contracts and
arrangements with our Named Executive Officers. Under these
contracts and arrangements, we are obligated to provide our Named
Executive Officers with certain payments or other forms of
compensation if their employment with us is terminated under
certain conditions. The forms of such termination that would
trigger additional payments or compensation include involuntary
termination without cause and/or resignation for good reason,
including, for Mr. Rosenzweig, following a change of
control.
As
of December 31, 2020, Mr. Rosenzweig, Ms. Rook and Ms. Kowalczyk
were the only Named Executive Officers of the Company. The tables
below reflect the estimated amounts of payments or compensation of
our Named Executive Officers serving as of December 31, 2020 may
receive under particular circumstances in the event of termination
of such Named Executive Officer’s employment. The first table
below was prepared as though our Named Executive Officers had been
terminated involuntarily without cause on December 31, 2020, the
last business day of 2020. The second table below was prepared as
though our Named Executive Officer had been terminated
involuntarily without cause on December 31, 2020, the last business
day of 2020, within 12 months of a change-in-control of the Company
and assumes that the price per share of Common Stock equals $2.20,
which was the closing price of a share of Common Stock December 31,
2020 as reported on Nasdaq. For more information about these
agreements and arrangements, including the duration for payments or
benefits received under these agreements and arrangements, see
“Compensation Discussion and Analysis—Employment
Arrangements, Termination of Employment Arrangements and Change of
Control Arrangements” above. To the extent payments or
benefits are required, we will provide all such payments and
benefits under the agreements.
Involuntary Termination
|
|
|
Cash-Based
Incentive
Award
|
Continuation
of Health
& Welfare
Benefits (1)
|
Value of
Unvested and
Accelerated
Equity Grants (2)
|
|
|
|
Lance
Rosenzweig
|
$240,000
|
$215,000
|
$4,044
|
$49,166
|
-
|
$508,210
|
|
Caroline
Rook
|
$62,500
|
-
|
-
|
-
|
-
|
$62,500
|
|
Christine
Kowalczyk
|
$62,500
|
-
|
-
|
-
|
-
|
$62,500
|
(1)
This amount is
attributable to the payment of COBRA
premium costs for twelve months (up to the monthly amount the
Company was paying as the employer-portion of health care premiums
prior to termination of employment).
(2)
This amount
reflects the value of 33,333 additional options, equivalent to
three (3) months of additional vesting, that would vest pursuant to
Mr. Rosenzweig’s Time Vest Option, less the aggregate
exercise prices of such options. This amount also includes the
value of 50,000 additional options, equivalent to three (3) months
of additional vesting, that would vest pursuant to Mr.
Rosenzweig’s Performance Option, less the aggregate exercise
prices of such options. While the Performance Targets applicable to
the Performance Option had not been satisfied as of December 31,
2020, this calculation assumes that the Performance Targets would
have been achieved within three months following Mr.
Rosenzweig’s Involuntary Termination and vesting would have
occurred pursuant to the terms of his award agreement.
Involuntary Termination Following a Change-in-Control
|
|
|
Cash-Based
Incentive
Award
|
Continuation
of Health
& Welfare
Benefits (1)
|
Value of
Unvested and Accelerated
Equity Grants (2)
|
|
|
|
Lance
Rosenzweig
|
$240,000
|
$215,000
|
$4,044
|
$563,778
|
-
|
$1,022,822
|
|
Caroline
Rook
|
$62,500
|
-
|
-
|
-
|
-
|
$62,500
|
|
Christine
Kowalczyk
|
$62,500
|
-
|
-
|
-
|
-
|
$62,500
|
(1)
This amount is
attributable to the payment of COBRA
premium costs for twelve months (up to the monthly amount the
Company was paying as the employer-portion of health care premiums
prior to termination of employment).
(2)
This amount
reflects the value of 355,556 additional options that would vest
pursuant to Mr. Rosenzweig’s Time Vest Option, less the
aggregate exercise prices of such options. This amount also
includes the value of 600,000 options that would vest pursuant to
Mr. Rosenzweig’s Performance Option, less the aggregate
exercise prices of such options. While the Performance Targets
applicable to the Performance Option had not been satisfied as of
December 31, 2020, this calculation assumes that the Performance
Targets would have been achieved within three months following Mr.
Rosenzweig’s Involuntary Termination and vesting would have
occurred pursuant to the terms of his award agreement.
Death or Disability
The
Company pays the premiums for life insurance and accidental death
and dismemberment policies for each Named Executive Officer, which
are included in the “All Other Compensation” section of
the “Summary Compensation Table.” The amount of
each such policy is equal to two times the base salary of the U.S.
based qualified employee with a cap of $500,000. If a Named
Executive Officer’s termination was due to his or her death,
the officer’s beneficiary or beneficiaries would be paid two
times the amount of the base salary with a cap of $500,000 under
the life insurance policy and an additional amount equal to two
times the base salary with a cap of $500,000 under the accidental
death and dismemberment policy, if the Named Executive
Officer’s death was caused by an accident.
Pay Ratio Disclosure
In
August 2015, pursuant to a mandate of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, the SEC adopted a rule
requiring annual disclosure of the ratio of the median
employee’s annual total compensation to the total annual
compensation of the principal executive officer. In 2020, for
purposes of determining the pay ratio, Mr. Rosenzweig had an annual
total compensation of $1,446,300. Our median employee’s
annual total compensation for 2020 was $21,840. As a result, we
estimate that Mr. Rosenzweig’s 2020 annual total compensation
was approximately sixty-six (66) times that of our median
employee.
The
SEC’s rules for identifying the median compensated employee
and calculating the pay ratio based on that employee’s annual
total compensation allow companies to adopt a variety of
methodologies, to apply certain exclusions, and to make reasonable
estimates and assumptions that reflect their employee populations
and compensation practices. As a result, the pay ratio reported by
other companies may not be comparable to the pay ratio reported
above, as other companies have different employee populations and
compensation practices and may utilize different methodologies,
exclusions, estimates and assumptions in calculating their own pay
ratios.
The
reported pay ratio reported is a reasonable estimate calculated in
a manner consistent with SEC rules based on our payroll and
employment records and the methodology described below. For these
purposes, we identified the median compensated employee using base
salary and bonus paid from January 1, 2020 through December 31,
2020, which we annualized for any employee who did not work for the
entire year.
Director Compensation
We
compensate our independent, non-employee directors for serving on
our Board. Our Board reviews from time to time the compensation we
pay to our non-employee directors and recommends, as appropriate,
adjustments to such compensation. The compensation we pay to our
non-employee directors consists of two components: equity and a
cash retainer.
Equity. Each continuing non-employee
director receives an annual grant of restricted stock units
(“RSUs”) under our 2010 Stock Plan. The total number of
shares of Common Stock subject to each director RSU grant is equal
to $50,000 divided by the closing price of a share of Common Stock
on Nasdaq on the date of grant, rounded down to the next full
share, or such other amount as may be determined by the Board at
the time of the grant. RSUs granted to non-employee directors vest
on the one-year anniversary of the date of grant. All equity grants
to non-employee directors vest in accordance with the terms of the
agreement upon a change of control in conjunction with certain
terminations of service.
In
2020, the annual grant of RSUs to our non-employee directors
resulted in a grant of 25,380 RSUs. In 2020, Mr. Rosenzweig also
received the same grant of 25,380 RSUs for his service as director,
as included in the 2020 Summary Compensation Table.
Cash Retainer. We pay non-employee
directors an annual retainer of $30,000 for serving as a director.
We pay additional annual retainers of $16,250, $15,000, $10,000,
and $7,500 to the chairman of each of the Board, the Audit
Committee, the Compensation Committee, and the Nominating and
Corporate Governance Committee, respectively; and $7,000, $5,000,
and $2,800 to each non-chair member of the Audit Committee, the
Compensation Committee, and the Nominating and Corporate Governance
Committee, respectively. The cash retainers are paid
quarterly.
The
following table sets forth a summary of the compensation paid to
our non-employee directors for service in 2020. The compensation we
paid to Mr. Rosenzweig for service as an employee director in
2020 is included in the 2020 Summary Compensation Table showing the
compensation for our named executive officers.
2020 DIRECTOR COMPENSATION
|
Name
|
Fees Earned
or
Paid in
Cash
|
|
|
|
|
Brian J.
Kelley
|
$57,725
|
-
|
$50,000
|
$107,725
|
|
Bradley L.
Radoff
|
$44,800
|
-
|
$50,000
|
$94,800
|
|
Joshua
Schechter
|
$65,825
|
-
|
$50,000
|
$115,825
|
|
Richard
Bloom
|
$6,766
|
-
|
$50,000
|
$56,766
|
(1)
There were no options granted to non-employee
directors in 2020. Prior to
becoming a non-employee director effective as of October 10, 2020,
Mr. Bloom held 300,000 options. As of December 31, 2020, other than
the 300,000 vested options held by Mr. Bloom, our non-employee
directors held no options to purchase shares of Common
Stock.
(2)
These amounts
represent the aggregate grant date fair value computed in
accordance with Accounting Standard Codification
(“ASC”) Topic 718, Compensation – Stock
Compensation, of the non-employee directors’ RSU
awards in fiscal 2018, excluding the effect of certain forfeiture
assumptions. See Note 1 to our consolidated financial statements in
our Annual Report on Form 10-K for the fiscal year ended December
31, 2020 for details as to the assumptions used to determine the
aggregate grant date fair values of the RSU awards. See also our
discussion of stock-based compensation under
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Critical Accounting
Policies and Estimates” in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2020. Unvested RSUs that had
been granted by us as director compensation representing the
following number of shares of Common Stock: Mr. Kelley, 25,380
RSUs, Mr. Radoff, 25,380 RSUs; Mr. Schechter, 25,380 RSUs; and Mr.
Bloom, 25,380 RSUs.
Compensation Committee Interlocks and Insider
Participation
None of
the Company’s named executive officers serves, nor at any
time during 2020 served, as a member of the board or compensation
committee of any other entity whose executive officer(s) serve as a
member of the Company’s Board or Compensation
Committee.
COMPENSATION COMMITTEE REPORT
The
Compensation Committee has reviewed and discussed the Compensation
Discussion and Analysis contained in this Proxy Statement with
management. Based on the Compensation Committee’s review of,
and discussions with management with respect to, the Compensation
Discussion and Analysis, the Compensation Committee recommended to
the Board that the Compensation Discussion and Analysis be included
in this Proxy Statement.
THE
COMPENSATION COMMITTEE:
Brian
Kelley, Chairman
Bradley
Radoff
Joshua
E. Schechter