UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
OF ITERIS, INC.
TO BE HELD NOVEMBER 8, 2017SEPTEMBER 9, 2021
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YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
ITERIS, INC.1700 Carnegie Avenue, Suite 100Santa Ana, California 92705
PROXY STATEMENTFOR THE 2017 ANNUAL MEETING OF STOCKHOLDERSTO BE HELD NOVEMBER 8, 2017
General
These proxy materials and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the Board of Directors of Iteris, Inc., a Delaware corporation ("Iteris," the "Company," "we," "our" and "us"), to be voted at the 2017 Annual Meeting of Stockholders (the "Annual Meeting") to be held on November 8, 2017 and at any adjournment(s) or postponement(s) of the meeting. The Annual Meeting will be held at 10:00 a.m. Pacific Time, at our principal executive offices located at 1700 Carnegie Avenue, Suite 100, Santa Ana, CA 92705. These proxy materials and the form of proxy are expected to be mailed to our stockholders, who are entitled to vote at the Annual Meeting, on or about September 29, 2017.
Purpose of Meeting
The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying Notice of the Annual Meeting of Stockholders and are described in more detail in this proxy statement.
Internet Availability of Materials
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 8, 2017: The proxy statement, proxy card, and Annual Report on Form 10-K and Form 10-K/A, as amended, for the fiscal year ended March 31, 2017 (the "Annual Report") are available at www.edocumentview.com/ITI, or at www.envisionreports.com/ITI for registered holders (Internet voting included).
Voting Rights
The record date for determining those stockholders who are entitled to notice of, and to vote at, the Annual Meeting has been fixed as September 11, 2017. At the close of business on the record date, 32,628,528 shares of our Common Stock, par value $0.10 per share, were outstanding and no shares of our Preferred Stock were outstanding. Each stockholder is entitled to one vote for each share of Common Stock held by such stockholder as of the record date.
The presence in person or by proxy of the holders of a majority of the outstanding shares of the Common Stock entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
In the election of directors under Proposal One, directors will be elected by a plurality of the votes cast at the Annual Meeting, unless cumulative voting is in effect. Pursuant to our bylaws, no stockholder is entitled to cumulate his or her votes for candidates other than those whose names have been placed in nomination prior to the commencement of voting and unless at least one stockholder
has given notice prior to commencement of voting of his or her intention to cumulate votes. If any stockholder has given such notice, then each stockholder may cumulate votes by multiplying the number of shares of common stock the stockholder is entitled to vote by the number of directors to be elected. The number of cumulative votes thus determined may be voted all for one candidate or distributed among several candidates, at the discretion of the stockholder. The candidates receiving the highest number of votes, up to the number of directors to be elected, will be elected. If cumulative voting is in effect, the persons named in the accompanying proxy will vote the shares of common stock covered by proxies received by them (unless authority to vote for directors is withheld) among the named candidates as they determine.
With regard to each of the other proposals, the affirmative vote of the holders of a majority of our common stock present or represented by proxy and entitled to vote at the Annual Meeting is being sought.
If you hold your shares in "street name" (i.e., your shares are held in the name of a brokerage firm, bank or other nominee (each, a "custodian")), your custodian is considered to be the stockholder of record for purposes of voting at the Annual Meeting. Your custodian is required to vote your shares on your behalf in accordance with your instructions. If you do not give instructions to your custodian, your custodian is permitted to vote your shares with respect to "routine" matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm under Proposal Three. However,virtually. Also, if you do not give instructions to your custodian, your custodian will NOT be permitted to vote your shares with respect to "non-routine" matters. All other proposals described in this proxy statement are considered non-routine matters. Accordingly, if you do not give your custodian specific instructions for voting on each of the other proposals, then your shares will be treated as "broker non-votes" with respect to such proposal(s) and will not be voted on the proposal(s) for which you did not provide instructions.
All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions will be counted towards the tabulations of votes cast on proposals presented to the stockholders and will have the same effect as negative votes. Broker non-votes will not be counted for purposes of determining whether a proposal has been approved.
Voting
You may vote by one of the following ways: (i) by mail, (ii) electronically over the Internet or by telephone, or (iii) by ballot in person at the Annual Meeting. If you are a "registered holder" (i.e., your shares are registered in your own name through our transfer agent), you may vote by returning a completed proxy card in the enclosed postage-paid envelope or through the Internet at www.envisionreports.com/ITI. If your shares are held in "street name", in lieu of a proxy card you should receive a voting instruction form from that custodian by mail. The voting instruction form should indicate whether the custodian has a process for beneficial holders to vote over the Internet or by telephone. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers. If your voting instruction form does not reference Internet or telephone information, please complete and return the paper voting instruction form in the self-addressed, postage-paid envelope provided.
If you are a registered holder, you may also vote your shares in person at the Annual Meeting. If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the record holder and bring it with you to the Annual Meeting. We
recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
Proxies
Please use the enclosed proxy card to vote by mail. If your shares are held in street name, then in lieu of a proxy card you should receive from that custodian an instruction form for voting by mail, the Internet or by telephone. If you receive more than one proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please be sure to complete, sign, date and returneach proxy card or voting instruction form to ensure that all of your shares will beare voted. Only proxy cards and voting instruction forms that have been signed, dated, and timely returned (or otherwise properly voted by Internet
| | YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE BY PROXY PRIOR TO THE MEETING. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE DO SO PROMPTLY TO ENSURE YOUR PROXY ARRIVES IN SUFFICIENT TIME. | | |
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The enclosed proxy also grantsmaterials are first being released to the proxy holders discretionary authority to vote on any other business that may properly come before the Annual Meeting as well as any procedural matters. We have not been notified by any stockholder of an intent to present a stockholder proposal at the Annual Meeting.
If your shares are held in your name, you may revoke or change your vote at any time before the Annual Meeting by filing a notice of revocation or another signed proxy card with a later date with our Secretary at ourCompany’s stockholders is July 27, 2021. Our principal executive offices. If your sharesoffices are heldlocated at 1700 Carnegie Avenue, Suite 100, Santa Ana, California 92705.
Solicitation
The enclosed proxy is being solicited by our Board of Directors. We Iteris will bear the entire cost of proxy solicitation, including the costs of preparing, assembling, printing and mailing this proxy statement, the proxy card, and any additional material furnished to the stockholders. Copies of the solicitation materials will be furnished to brokerage houses, fiduciaries, and custodiansnominees holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. In addition, we may reimburse such persons for their reasonable expenses in forwarding the solicitation materials to the beneficial owners. The original solicitation of proxies by mail may be supplemented by a solicitation by personal contact, telephone, facsimile, e-mail or any other means by our directors, officers, or employees. No additional compensation will be paid to these individuals for any such services.
Proposals | | | Board’s Recommendation | |
1. Election of the Board of Directors. | | | ✓ FOR each nominee | |
2. Approval of the amendment and restatement of the 2016 Omnibus Incentive Plan. | | | ✓ FOR | |
3. Approval, by advisory vote, of the compensation of our named executive officers, as described in this proxy statement. | | | ✓ FOR | |
4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022. | | | ✓ FOR | |
The Board may later increase the Board size to comply with the provisions of the California Board Gender Diversity Mandate that will become effective on December 31, 2021.
Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of the nominees named above.
Stockholder Approval
The six candidates receiving the highest number of votes cast at such meeting.
resignation.
and thought; and the commitment to devote significant time and energy to service on the Board and its committees.
Name | | | Age | | | ||
Current Position(s) with Iteris | | ||||||
| | | | | Chief Executive Officer, President and Director | | |
| | | | | Director | ||
| |||||||
Gerard M. | | | | | Director | | |
Thomas L. | | | | | Chairman of the Board | | |
Laura L. Siegal(1)(2) | | | 58 | | | Director | |
| | | | | Director | |
member of the Technology and Life Sciences Group of Salomon Brothers Inc. He received a BSc degree in Economics from the University of Kansas; an M.B.A. from the University of Chicago; and an MSc degree in Economics from the London School of Economics. Mr. Deeter is a proven leader who is widely known across entrepreneurial sectors of the agribusiness and agricultural biotech industry.
Gerard M. Mooney retired from International Business Machines Corporation ("IBM"(“IBM”) in March 2014, after serving in a number of senior positions since 2000. Most recently, he served as the Vice President Strategy for IBM'sIBM’s Public Sector from February 2012 until his retirement, as the General Manager, Global Smarter Cities for IBM from November 2011 to February 2012, and as the General Manager, Global Government and Education for IBM from 2008 to November 2011. He served as Vice President of IBM'sIBM’s Venture Capital Group from 2000 to 2008. Before joining IBM, Mr. Mooney held various management positions at Hewlett-Packard
since 2016. Mr. Thomas L. Thomas is the managing partner of T2 Partners, a private management consulting and investment business which he founded in January 2011. In addition, Mr. Thomas served as the Executive Chairman and CEO of International Decision Systems, a provider of software and solutions for the equipment finance market, from September 2009 to January 2011. From 2004 to July 2008, Mr. Thomas was the President and Chief Operating Officer of Global Exchange Services, a provider of business to businessbusiness-to-business EDI and supply chain management solutions. Prior to that, Mr. Thomas served as the President and CEO at several software, analytics and technology companies, including HAHT Commerce, Ajuba Solutions, and Vantive Corporation, and as the first Chief Information Officer for Dell Computer Corporation and 3Com Corporation. Earlier in his career, Mr. Thomas also held various senior executive management positions at Kraft General Foods, Sara Lee Corporation and W. R. Grace. SinceFrom July 2017 to July 2019, Mr. Thomas has served as Chairman of the Board of Directors of VIP Software Corporation, a provider of software solutions in the insurance industry. Since 2012, Mr. Thomas has served as a director of Accurate Group, which specializes in the appraisal and title services business where technology has been instrumental in redefining the transaction model for the industry. He has also served on the board of directors of infoGroup, Inc. from January 2009 to July 2010, and served as a director on the boards of a wide range of technology companies, including ATL Products, Vantive Corporation, Interwoven, iManage, FrontRange Solutions, IDS International, and Quofore International. The Board believes that Mr. ThomasThomas’ extensive industry and Company experience, along with his financial expertise, qualify him to serve as a director.
Mikel H. Williams hasZank served as the Chief ExecutiveOperating Officer and a director of Targus Cayman Holdco Limited,Raymond James Financial, Inc. (“RJF”), a leading global supplier that designs, developsdiversified financial services company, responsible for domestic private client group businesses as well as many of RJF’s corporate, administrative and sells products for the mobile worker, including laptop cases, docking stations and accessories for mobile electronic devices, since February 2016.sales support departments. Prior to that, Mr. WilliamsZank served as the Chief Executive Officer andPresident of Raymond James & Associates, a directorsubsidiary of JPS
Industries, Inc., a manufacturer of sheet and mechanically formed glass and aramid substrate materialsRJF, responsible for the electronics, aerospace, ballistics and general industrial applications,domestic employee channel private client business, from May 2013 until its sale in July 2015.October 2002 to January 2012. Prior to that, Mr. Williams was the President, Chief Executive Officer and a director of DDi Corp., a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 to May 2012 and a Senior Vice President and Chief Financial Officer of DDi from November 2004 to October 2005. DDi was sold in May of 2012. He has alsoZank served in variousa number of financial and operational management positions with several companiesRJF and RJF subsidiaries,
director.
G
overnanceCORPORATE GOVERNANCE
Code of Ethics and Business Conduct
Our Board of Directors has adopted a Code of Ethics and Business Conduct, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees. The full text of our Code of Ethics and Business Conduct is available on the Investor Relations section of our website at www.iteris.com. We intend to disclose future amendments to certain provisions of the Code of Ethics and Business Conduct, and any waivers of provisions of the Code of Ethics required to be disclosed under the rules of the Securities and Exchange Commission ("SEC"), at the same location on our website."Board
Meetings and Committees
Nasdaq.
the Board and various committees of the Board did not hold any in-person meetings.
financial expert"expert” under applicable SEC rules and regulations governing the composition of the Audit Committee.
The Compensation Committee are to (a) evaluatesevaluate officer and director compensation policies, goals, plans and programs; (b) determinesoversee compensation programs and policies for all employees as they relate to the Company’s risk management; (c) determine the cash and non-cash compensation of our "officers"directors and “executive officers” as defined in the rules promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”); (c) reviews(d) review, and makesmake recommendations to the Board with respect to the administration of, our equity-based and other incentive compensation plans for all employees; (d) evaluates(e) evaluate the performance of our executive officers; and (e) assists(f) assist the Board in evaluating potential candidates for executive officer positions with the Company and overseesoversee management succession planning.
planning; and (g) produce the committee report required by the applicable rules and regulations of the SEC and other regulatory bodies for inclusion in our annual proxy statements.
compensation committee currently or during Fiscal 2021.
The primary purposes of the NCG Committee are to assist the Board in (a) identify, screenestablishing the minimum qualifications for director nominees; (b) identifying and review individuals qualified to serve as directors; (b) select or recommendevaluating director nominees; (c) recommending to the Board candidates for the Annual Meeting of Directors the selection of nominees for election at the next annual meeting of stockholders; (c) recommend to the Board of Directors candidatesStockholders or to fill any vacancies on the Board; and (d) oversee the implementationdeveloping and monitoring the effectiveness of ourassessing corporate governance policies and developing and recommendingmaking recommendations related to such policies to the Board.
In connection with their recommendations regardingextend or create new business models.
Years of Tenure | | | Directors | |
0-2 years | | | 2 | |
2-5 years | | | 1 | |
5+ years | | | 3 | |
No candidates for director nominations were submitted to the NCG Committee by any stockholder in connection with the election of directors at the Annual Meeting.
Finance and Strategy Committee. The current members of the Finance and Strategy Committee are Dr. Daly and Messrs. Cerminara, Mooney and Thomas, and Dr. Daly and serves as the Chairman of this committee. The purpose of the Finance and Strategy Committee is to assist management in identifying, evaluating and negotiating financial transactions and other strategic opportunities for the Company from time to time.
| | Audit Committee | | |
| | • Focuses on financial risk of the Company | | |
| | • Reviews internal controls and the Company’s financial statements with the CEO, CFO and the external and internal auditors. | | |
| | • Oversees risks assessment and risk management (and its applicable processes) by management and our independent auditors relating to key financial, accounting and reporting policies. | | |
| | • Oversees the selection, appointment, retention, compensation, evaluation and performance of the work of the Company’s independent auditors. | | |
| | • Meets quarterly with CEO, CFO and the Company’s external independent auditors in executive session. | | |
| | Compensation Committee | | |
| | • Oversees risks associated with our compensation policies and programs with respect to both executive compensation and compensation for all employees generally. | | |
| | • Utilizes external independent compensation consultant to assist in designing and reviewing compensation policies and programs, including the potential risks created by the policies and programs. | | |
| | • Assists Board in overseeing the Company’s executive management succession planning. | | |
| | • Oversees the process for conducting the annual risk assessment of the Company’s compensation programs and policies, including retaining, from time to time, third party consultants to assess risk. See “Compensation Risk Assessment” below. | | |
| | Nominating and Corporate Governance Committee | | |
| | • Oversees risks relating to certain legal and regulatory compliance risks with respect to the Company’s corporate governance policies and standards. | | |
| | • Oversees compliance and risks related to Board structure, directors and director nominations. | | |
| | • Oversees risks related to compliance matters by reviewing on at least an annual basis issues and developments related to corporate governance. | | |
| | • Oversees risks related to the Company’s compliance with the listing standards and the Sarbanes/Oxley Act. | | |
92705; Attention: Corporate Secretary.
Position | | | Annual Retainer | | |||
Chairman of the Board | | | | $ | 65,000 | | |
Nonemployee Director (other than the Chairman) | | | | $ | 35,000 | | |
Position | | | Annual Retainer | |
Audit Committee | | | | |
Chair | | | $12,000 | |
Member | | | $6,000 | |
Compensation Committee | | | | |
Chair | | | $9,000 | |
Member | | | $4,500 | |
Nominating and Corporate Governance Committee | | | | |
Chair | | | $4,000 | |
Member | | | $2,000 | |
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($) | | |||||||||
Anjali Joshi(3) | | | | | 28,938 | | | | | | 39,998 | | | | | | 68,936 | | |
Scott E. Deeter(4) | | | | | 19,750 | | | | | | — | | | | | | 19,750 | | |
Gerard M. Mooney | | | | | 46,125 | | | | | | 39,998 | | | | | | 86,123 | | |
Laura L. Siegal | | | | | 45,329 | | | | | | 39,998 | | | | | | 85,327 | | |
Lucas (“Luke”) P. Schneider(5) | | | | | 28,122 | | | | | | 39,998 | | | | | | 68,121 | | |
Thomas L. Thomas | | | | | 80,470 | | | | | | 39,998 | | | | | | 120,468 | | |
Dennis W. Zank | | | | | 50,370 | | | | | | 39,998 | | | | | | 90,369 | | |
The stockholders are being asked to approve
Plans as of July 13, 2021 | | | Shares Subject to Outstanding Stock Options(1) | | | Shares Subject to Outstanding Restricted Unit Awards | | | Shares Subject to Outstanding Performance Stock Unit Awards(2) | | | Shares Remaining Available for Future Grant | | ||||||||||||
2016 Plan | | | | | 3,586,282 | | | | | | 22,960 | | | | | | 132,403 | | | | | | 776,492 | | |
Predecessor Plan | | | | | 1,434,500 | | | | | | 327,589 | | | | | | — | | | | | | — | | |
Inducement Plan(3) | | | | | 95,000 | | | | | | 84,914 | | | | | | — | | | | | | 120,086 | | |
Total (Before Restated Plan is approved) | | | | | 5,115,782 | | | | | | 435,463 | | | | | | 132,403 | | | | | | 896,578 | | |
Shares to be added to share reserve pursuant to Restated Plan | | | | | — | | | | | | — | | | | | | — | | | | | | 3,360,000 | | |
Total (After Approval of Restated Plan)(4) | | | | | 5,115,782 | | | | | | 435,463 | | | | | | 132,403 | | | | | | 4,136,492 | | |
Fiscal Year | | | Stock Options Granted | | | RSUs Granted | | | PSUs Granted(1) | | | Total Granted | | | Weighted Average Common Stock Outstanding | | | Burn Rate | | ||||||||||||||||||
2021 | | | | | 830,600 | | | | | | 231,863 | | | | | | 68,285 | | | | | | 1,130,748 | | | | | | 41,599,432 | | | | | | 3% | | |
2020 | | | | | 1,205,500 | | | | | | 373,939 | | | | | | — | | | | | | 1,579,439 | | | | | | 39,012,348 | | | | | | 4% | | |
2019 | | | | | 1,037,850 | | | | | | 61,870 | | | | | | — | | | | | | 1,099,720 | | | | | | 33,266,192 | | | | | | 3% | | |
3-Year Average | | | | | 1,024,650 | | | | | | 222,557 | | | | | | 22,762 | | | | | | 1,269,969 | | | | | | 37,959,324 | | | | | | 3% | | |
The Purchase Plan is designed to allow eligible employeeswill be administered by our Board’s Compensation Committee, which consists entirely of independent directors. Administration of the CompanyRestated Plan may also be delegated to a secondary committee or, one or more officers or retained by the Board as described in more detail below.
Restated Plan
Administration
The Purchaseawards made to our executive officers and non-employee directors and has the authority to make awards under the Restated Plan will be administered byto all other eligible individuals. However, our Board may, at any
Securities Subjectany secondary committee, to the Purchase Plan
The numberextent each such entity is acting within the scope of shares of the Company common stock reserved for issuanceits administrative authority under the Purchase Plan will initially be 1,000,000 shares. The shares issuable under the Purchase Plan may be made available from authorized but unissued shares of common stockRestated Plan.
In the event that any dividendservice or other distribution (whether in the form of cash, common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, reincorporation, other reorganization, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or other change in the Company's structure affecting the common stock occurs without the Company's receipt of consideration, or should the value of shares of common stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then the plan administrator will, in such manner as it deems equitable, adjust the maximum number of shares and class of common stock that may be issued under the Purchase Plan, the purchase price per share and the number of shares of common stock covered by each outstanding option under the Purchase Plan, and the maximum number of shares purchasable per participant during any offering period.
Offering Periods and Options
Shares of the Company's common stock will be offered for purchase under the Purchase Plan through a series of successive offering periods which will be of such duration (not to exceed 27 months) as determined by the plan administrator. Unless otherwise specified by the plan administrator prior to the start of the applicable offering period, (i) each offering period will have a duration of six (6) months and (ii) offering periods will commence on January 1 and July 1 each year. The initial offering period under the Purchase Plan will commence on January 1, 2018.
On the first trading day of each offering period, each participant will be granted an option to acquire shares of the Company's common stock on the last trading day of that offering period, subject to certain limitations described below.
Eligibility and Participation
Any individual who is employed on a basis under which he or she is regularly expected to work for more than 20 hours per week for more than five months per calendar year in the employ or service of the Companyour parent or any participating subsidiary corporationcompanies (whether any such corporation is currently a subsidiarynow existing or subsequently acquired or is subsequently established at any time during the term of the Purchase Plan) will beestablished) are eligible to participate in any offering period implemented under the PurchaseRestated Plan.
To As of July 13, 2021, we had approximately 430 employees (including 4 named executive officers), approximately 4 consultants and 6 nonemployee directors, who were eligible to participate in a particular offering period, an eligible employee must completethe Restated Plan and file the requisite enrollment forms during the enrollment period for that offering period.
As of August 15, 2017, approximately 440 employees, including six executive officers, would have been eligible to participate in the PurchaseRestated Plan had it been in effect on such date.
Each participant may The Restated Plan authorizes an increase of 3,360,000 in the number of shares available for issuance under the Restated Plan over the existing share reserve under the 2016 Plan. Accordingly, when the new share request is added to the shares previously authorized under the 2016 Plan, the Restated Plan will authorize periodic payroll deductions in any multiple of one percent up to a maximum of 15%the issuance of the cash compensation paid to the participant for the offering period.
The accumulated contributions will automatically be applied to the acquisition of common stock at six-month intervals. Accordingly, on each such purchase date (the last trading day in July and December each year), each participant's payroll deductions accumulated for the offering period ending on that purchase date will automatically be applied to the purchase of wholesum of:
Purchase Price
grants to a participant during a fiscal year as described above. Additionally, if the acquired company’s equity plan has shares available, such shares may be available for grant under the terms of that plan (as adjusted using the exchange ratio described above), which will not reduce the shares authorized for issuance under the Restated Plan.
Thethen current fair market value per share of the Company'sour common stock on any particular date underfor consideration payable in cash, other awards or our equity securities (except in the Purchase Plan will be deemed to be equal toevent of a change in control) or (iii) the closing price per share on such date on the stock exchange or national market system on which the shares are listed at that time (or if there is no closing price on such date, then the closing price per share on the last preceding date for which such quotation exists). On September 22, 2017, the fair market valuedirect reduction of the Company's common stock determined on such basis was $6.56 per share, the closingexercise price per share on that date as reported by the NASDAQ Capital Market.
Special Limitations
The Purchase Plan imposes certain limitations upon a participant's rights to acquire common stock, including the following limitations:
The plan administrator will have the discretionary authority to increasestructure one or decreasemore such awards so that the per participant limitationshares of common stock subject to those awards (or cash, as applicable) will vest only upon the achievement of certain pre-established corporate performance goals, which may be based on one or more of the startfollowing criteria: (i) cash flow; (ii) earnings (including earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and amortization, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholder equity; (vii) total stockholder return or growth in total stockholder return either directly or in relation to a comparative group; (viii) return on capital; (ix) return on assets or net assets; (x) invested capital, required rate of return on capital or return on invested capital; (xi) revenue, growth in revenue or return on sales; (xii) income or net income; (xiii) operating income, net operating income or net operating income after tax; (xiv) operating profit or net operating profit; (xv) operating margin or gross margin; (xvi) return on operating revenue or return on operating profit; (xvii) market share, (xviii) market capitalization, (xix) application approvals, (xx) litigation and regulatory resolution goals, (xxi) implementation, completion or attainment of key projects, product sales or milestones, (xxii) budget comparisons, (xxiii) growth in stockholder value relative to the growth of a peer group or index; (xxiv) development and implementation of strategic plans and/or organizational restructuring goals; (xxv) development and implementation of risk and crisis management programs; (xxvi) improvement in workforce diversity; (xxvii) compliance requirements and compliance relief; (xxviii) productivity goals; (xxix) workforce management and succession planning goals; (xxx) economic value added (including typical adjustments consistently applied from generally accepted accounting principles required to determine economic value added performance measures); (xxxi) recruiting and maintaining personnel, employee retention, measures of customer satisfaction, employee satisfaction or staff development; (xxxii) development or marketing collaborations, formations of joint ventures or partnerships or the completion of other similar transactions intended to enhance the Company’s revenue or profitability or enhance its customer base; and (xxxiii) merger and acquisitions. In addition, such performance criteria may be based upon the attainment of specified levels of the Company’s performance under one or more of the measures described above relative to the performance of other entities and may also be based on the performance of any of the Company’s business units or divisions or any parent or subsidiary. Each applicable performance goal may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned and a maximum level of performance at which an award will be fully earned.
Terminationpreserves the intrinsic value of Option
The participant may withdraw from the Purchase Plan at any time up to a number of days prioraward and provides for subsequent payout in accordance with the same vesting schedule applicable to the next scheduled purchase date (as specifiedaward or otherwise continued in effect by the successor corporation.
The participant's option will immediately terminate upon his or her cessation of employment or loss of eligible employee status. Any payroll deductions which the participant may have made for the offering period in which such cessation of employment or loss of eligibility occurs will be refunded or used to purchase shares on the purchase date for that offering period (depending on when such termination or loss of status occurs).
Stockholder Rights
No participant willnot have any stockholder rights with respect to the shares covered by his or her optionssubject to that right unless and until such person exercises the shares are actually purchased onright and becomes the participant's behalf and the participant has become a holder of record of the purchased shares. No adjustment will be made for dividends, distributions or other rights for which the record date is prior to the date
Assignability
No options will beexercise. Options are not assignable or transferable other than by will or the laws of inheritance following optionee’s death, and during the optionee’s lifetime, the option may only be exercised by the participant, and the options will be exercisable only by the participant.
Corporate Transaction
In the event of a corporate transaction,optionee. However, the plan administrator may providestructure one or more non-statutory options under the Restated Plan so that all outstandingthose options (i) maywill be assumedtransferable during optionee’s lifetime to one or substituted bymore members of the successor corporation, (ii) will automatically be exercised immediately prioroptionee’s family or to a trust established for the optionee and/or one or more such family members or to the effective date ofoptionee’s former spouse, to the extent such changetransfer is in controlconnection with the optionee’s estate plan or (iii)pursuant to a domestic relations order. Standalone stock appreciation rights will be terminated and accumulated payroll deductions be refunded. The purchase price forsubject to the same transferability restrictions applicable to non-statutory options.
Share Pro-Ration
Should the total number of shares of common stock issued to him or her under the Restated Plan, whether or not his or her interest in those shares is vested. A participant will not have any stockholder rights with respect to the shares of common stock subject to restricted stock units until that award vests and the shares of common stock are actually issued thereunder. However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom shares of common stock, on outstanding restricted stock units, subject to such terms and conditions as the plan administrator may deem appropriate. Notwithstanding the foregoing, any dividends or dividend equivalents payable in connection with an unvested award will be subject to the same restrictions as the underlying award and will not be paid until and unless such award vests.
Amendment and Termination
The Purchase Plan will terminate on December 31, 2027, unless terminated earlier by the plan administrator.
The plan administrator may alter or amend the Purchase Plan at any time. In no event may the plan administrator effect either of the following amendments or revisions to the Purchase Plan without the approval of the stockholders: (i) increase the number of shares of the Company's common stock issuable under the Purchase Plan, except for permissible adjustments in the event ofconnection with certain changes in control or ownership, or (iii) the Company's capitalization or (ii) materially modifytermination of the eligibility requirements for participation inRestated Plan by the Purchase Plan.
NewBoard. No incentive stock options may be issued under the Restated Plan Benefits
The Purchaseafter the tenth anniversary of the date the Restated Plan will not become effective unless it iswas approved by the stockholders at the annual meeting and no options have been granted under the Purchase Plan.
our Board.
If the participant sells or otherwise disposesthere is a disqualifying disposition of the purchased shares within two years after the start date of the offering period in which such shares were acquired or within one year after the purchase date of those shares, then the participant will recognize ordinary income in the yearexcess of sale or disposition equal to the amount by which(i) the fair market value of thethose shares on the purchaseexercise date exceededor (if less) the purchaseamount realized upon such sale or disposition over (ii) the exercise price paid for thosethe shares andwill be taxable as ordinary income to the Companyoptionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.
If the participant sells or disposesexcess of the fair market value of the purchased shares more than two years afteron the startexercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the offering periodoptionee with respect to the exercised non-statutory option. The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the shares were acquired and more than one year after the purchase dateoptionee.
Ifordinary income is recognized by the participant still owns the purchased shares at the timerecipient.
Summary of Accounting Treatment
Pursuant to Accounting Standards Codification Topic 718company’s three other most highly compensated executive officers who are employed as of the Financial Accounting Standards Board,end of the Company's contribution amount willyear. While deductibility of executive compensation for federal income tax purposes is among the factors the Compensation Committee considers when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be chargeddeductible if we believe it is in the best interests of the Company.
other individuals and groups indicated below.
Name and Position | | | Number of Shares Subject to Options | | | Number of Shares Subject to RSU Awards | | | Number of Shares Subject to PSU Awards at “Target” | | |||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | |
Joe Bergera Chief Executive Officer, President and Director | | | | | 1,012,500 | | | | | | 38,408 | | | | | | 72,646 | | |
Douglas L. Groves Chief Financial Officer, Senior Vice President of Finance and Secretary | | | | | 250,000 | | | | | | 12,449 | | | | | | 24,899 | | |
Todd Kreter Senior Vice President & General Manager, Advanced Sensors Technologies | | | | | 315,000 | | | | | | 8,714 | | | | | | 17,429 | | |
Ramin Massoumi Senior Vice President & General Manager, Consulting Solutions | | | | | 315,000 | | | | | | 8,714 | | | | | | 17,429 | | |
Approval
Name and Position | | | Number of Shares Subject to Options | | | Number of Shares Subject to RSU Awards | | | Number of Shares Subject to PSU Awards at “Target” | | |||||||||
All current executive officers as a group (4 persons) | | | | | 1,892,500 | | | | | | 68,285 | | | | | | 132,403 | | |
Nonemployee Directors | | | | | | | | | | | | | | | | | | | |
Anjali Joshi | | | | | — | | | | | | 9,569 | | | | | | — | | |
Gerard M. Mooney | | | | | — | | | | | | 9,569 | | | | | | — | | |
Luke Schneider | | | | | — | | | | | | 9,569 | | | | | | — | | |
Laura L. Siegal | | | | | — | | | | | | 9,569 | | | | | | — | | |
Thomas L. Thomas | | | | | — | | | | | | 9,569 | | | | | | — | | |
Dennis Zank | | | | | — | | | | | | 9,569 | | | | | | — | | |
All current nonemployee directors as a group (6 persons) | | | | | — | | | | | | 57,414 | | | | | | — | | |
All employees, excluding current executive officers as a group (430 persons) | | | | | 573,100 | | | | | | 106,164 | | | | | | — | | |
majorityon this Proposal 2 is required for approval of the shares of common stock required to constitute a quorum. IfRestated Plan. Should such stockholder approval not be obtained, then the PurchaseRestated Plan will not become effective.
be effective, the 2016 Plan will remain in effect in accordance with its terms, and awards may continue to be granted under the 2016 Plan, subject to its previously authorized share limits.
PROPOSAL THREE:RATIFICATION OF SELECTION OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM
The accounting firm of Deloitte & Touche LLP was engaged to serve as our independent registered public accounting firm for Fiscal 2017. The Audit Committee ofvote on this proposal is advisory and therefore not binding on the Company, the Board of Directors has selected that firm to continue in this capacity foror the fiscal year ending March 31, 2018. We are asking our stockholders to ratifyCompensation Committee. Although the selection byvote is non-binding, the Audit CommitteeBoard of Deloitte & Touche LLP as our independent registered public accounting firm to audit our consolidated financial statements forDirectors and the fiscal year ending March 31, 2018 and to perform other appropriate services. Stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. In the event that the stockholders fail to ratify the appointment, the AuditCompensation Committee will reconsider its selection. Even ifreview and consider the selection is ratified, the Audit Committee,voting results in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the committee feels that such a change would be in the best interests of us and our stockholders.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting, and that representative will have the opportunity to make a brief presentation to the stockholders if he or she so desires and is expected to be available to respond to appropriate questions from stockholders.
future decisions regarding executive compensation.
this proposal.
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
Deloitte & Touche LLP was engaged by us as our principal accountant in October 2015, and rendered the audit opinion on our consolidated financial statements for Fiscal 2017.
The audit fees billed by Deloitte & Touche LLP were $905,000 and $525,000 for Fiscal 2017 and Fiscal 2016, respectively. Audit fees consist of fees for professional services rendered in connection with the auditcompensation of our annual consolidated financial statements for the applicable fiscal year and review of the consolidated financial statements included in our quarterly reports on Form 10-Q and other regulatory filings for such fiscal year. There were no other fees billed to us by Deloitte & Touche LLP for Fiscal 2017 or Fiscal 2016.
Audit Committee Pre-Approval Policies and Procedures
All engagements for services by Deloitte & Touche LLP or other independent registered public accountants are subject to prior approval by the Audit Committee; however,de minimis non-audit services may instead be approved in accordance with applicable SEC rules. The prior approval of the Audit Committee was obtained for all services provided by Deloitte & Touche LLP for Fiscal 2017.
The following is the report of the Audit Committee with respect to the audited consolidated financial statements for the fiscal year ended March 31, 2017 of Iteris, Inc. included in its Annual Report on Form 10-K andnamed executive officers as amended on Form 10-K/A for that year.
Review with Management
The Audit Committee has reviewed and discussed the audited consolidated financial statements with the Company's management.
Review and Discussions with Independent Registered Public Accounting Firm
The Audit Committee has discussed with the Company's independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, and Auditing Standard No. 1301, each as adopted by the Public Company Accounting Oversight Board ("PCAOB"), which includes, among other items, matters related to the conduct of the audit of the Company's consolidated financial statements.
The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from the Company.
Conclusion
Based on the review and discussions referred to abovedisclosed in this report, the Audit Committee recommended to the Company's Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K as amended on Form 10-K/A for the year ended March 31, 2017 for filing with the SEC.
|
Name | | | Age | | | ||
Capacities in Which Served | | ||||||
| | | | | Chief Executive Officer, President and Director | | |
| | | | | Chief Financial Officer, Senior Vice President of Finance and Secretary | ||
| |||||||
| | | | ||||
| | Senior Vice President | | ||||
| | | | | Senior Vice President | ||
|
”
Joseph Boissy has served as our Chief Marketing Officer since January 2017. Prior to that, Mr. Boissy served as Chief Marketing Officer of Vendavo, Inc. (acquired by Francisco Partners in October 2014), a provider of margin and profit optimization solutions, from September 2013 to November 2016. Prior to that, he served as the Chief Marketing Officer at 3VR Inc., a video intelligence solutions provider, from October 2011 to September 2013. From February 2002 to October 2011, he served in various management positions at ILOG, Inc. (acquired by IBM in July 2008), a providersensors line of business rule management systems, most recently as Vice President ILOG Worldwide Marketing, then Program Director, Go-to-Market Strategy and Industry Marketing IBM WebSphere. Mr. Boissy was Vice President Program Management, Credient at SunGard Trading & Risk Systems Inc., a providersince May 2014. He held the title of financial software solutions and services, from 2000 to 2002, and from 1997 to 2000, he served in management positions in product development, support and product management, most recently as the Vice President Product Marketing, with Infinity Financial Technology, Inc., a
financial trading and risk management software solutions provider that was acquired by SunGard in October 1997. Prior to Infinity, Mr. Boissy was Director Product Development at Diagram Financial Software, Inc. (now part of Thomson Reuters) from 1993 to 1997. Mr. Boissy holds a B.S. degree in Electrical Engineering from the Lebanese University (Lebanon) and a M.S. degree in Computer Science and Data Analytics from the University of Paris XI (France).
James Chambers has served as our Senior Vice President and General Manager, Agriculture and Weather Analytics since August 2017. Prior to that, Mr. Chambers served as Chief Executive Officer of Observant, Inc. (acquired by Jain Irrigation, Inc. in February 2017), a provider of agricultural in-field hardware and cloud based applications for precision farm water management, from February 2016 to February 2017. From June 2013 to February 2016, he served as Director of Marketing at Bayer CropScience, a company specialized in agriculture, and lifesciences. Prior to that, Mr. Chambers served in various key management positions at divisions of Deere & Company, including John Deere Water (acquired by FIMI Opportunity Funds in June 2014), a provider of integrated Ag water management solutions, most recently as Director of Global Product Management and Marketing and then as the Director of Global Technology Solutions, from August 2010 to May 2013, and John Deere Agri Services, Inc. (acquired by Constellation Software, Inc. in January 2011), a provider of software solutions for the agricultural supply chain, most recently as the General Manager for the Specialty Crop Business Unit and then as the Director of Marketing, from June 2006 to August 2010. From January 2003 to June 2006, he was Global Business Manager at Valent BioSciences Corporation, a provider of technologies and products for the agricultural, public health, forestry and household markets, and from March 2001 to January 2003, he was Director of Global Sales and Marketing with AgraQuest (acquired by Bayer CropScience in July 2012), a supplier of biological pest management solutions. From 1989 to 2001, Mr. Chambers served in various management positions at Monsanto Company, a provider of agriculture products for farmers, most recently as Business Development Manager and Financial Analyst, then as Marketing Manager Animal Productivity and Market and Sales Manager. Mr. Chambers holds a B.S. degree in Agriculture Business Management and Economics from The Ohio State University.
Todd Kreter has served as our Senior Vice President and General Manager, Roadway Sensors sincefrom May 2014.2014 until March 31, 2021. Following a reorganization on April 1, 2021, Mr. Kreter assumed the title of Senior Vice President & General Manager, Advance Sensors Technologies. Mr. Kreter served as our Senior Vice President, Sensors Development and Operations from May 2009 to May 2014 and as Vice President of Engineering from November 2007 to May 2009. Prior to joining us, Mr. Kreter served in a number of executive positions at Quantum Corporation, most recently as the VP Global Services from 2004 to January 2007, where he managed the company'scompany’s worldwide customer service organization. Mr. Kreter holds a B.S. degree in Mechanical Engineering from California State University, Fullerton.
related disclosures set forth below. We are eligible to, and have chosen to, comply with the executive compensation disclosure rules applicable to a “smaller reporting company,” as defined in the applicable SEC rules, but we have also voluntarily included additional disclosure about our executive compensation program to help our stockholders understand our executive compensation program. This section discusses the principles underlying our compensation policies for our executive officers who are named in the Summary“Summary Compensation TableTable” below, who we refer to as our "named“named executive officers"officers” or "NEOs"“NEOs” for Fiscal 2017 and who include the following executive officers:2021:
Systems, and, prior to May 5, 2020, Agriculture and Weather Analytics (“AWA”). During Fiscal 2021, we made significant progress across a range of financial and strategic dimensions, including the highlights below.
| What We Have | | | What We Do Not Have | |
| + We have approximately 68% of target direct compensation for the chief executive officer (and 53% of the other named executive officers) that is performance-based or is at-risk + We have a performance-based long term incentive plan that utilizes PSUs, RSUs, and stock options + We have a clawback policy for incentive compensation + We have stock ownership guidelines for executive officers and directors + We have an independent compensation consultant to advise our Compensation Committee + We make ongoing stockholder outreach efforts to obtain input on our compensation practices | | | ✓ We do not provide 280G excise tax gross-ups ✓ We do not provide any pension or supplemental retirement benefits ✓ We do not provide for any “single trigger” equity vesting for equity awards ✓ We prohibit repricing options without shareholder approval ✓ We prohibit granting stock options with an exercise price below 100% of fair market value ✓ We do not provide any significant perquisites | |
The most recent stockholder advisory vote on executive officer compensation required under the federal securities laws was held on December 15, 2016. Approximately 81.5% of the total votes cast on such proposal (which excluded broker non-votes) were in favor of the compensation of the named executive officers, as that compensation was disclosed in the various compensation tables and narrative that appeared in the Company's proxy statement dated November 21, 2016. Based on that high level of stockholder approval, the Compensation Committee decided not to make any material changes to the Company's compensation philosophies, policies and practices for the 2017 fiscal year compensation of the named executive officers. Based on the voting preference of the Company's stockholders, advisory votes on executive officer compensation will be conducted every three years; accordingly, the next advisory vote will be conducted at the 2019 Annual Meeting of Stockholders. The Compensation Committee will continue to take into account each such advisory vote in order to determine whether any subsequent changes to the Company's executive compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes.
Annual Review of Cash and Equity Compensation; Role of Compensation Consultant
determine the appropriate level of each compensation component based in part, but not exclusively, on our retention goals and short-term and long-term objectives.
In setting executive compensation, the Compensation Committee takes into account a number of factors, includingand did not perform any other work for the nature andCompany during Fiscal 2021 beyond its services related to executive compensation. As provided in its charter, the Compensation Committee has the authority to determine the scope of the named executive officer's responsibilities, his or her individual performance levelFW Cook’s services and contribution to the achievement of our corporate objectives, the experience level of the executive, the recommendations of our Chief Executive Officer for each individual's compensation package (other than his own) and the compensation trends in the industry.
may terminate their engagement at any time.
| • Agilysys, Inc. • AutoWeb, Inc. • Clearfield, Inc. • Digi International Inc. • Digital Turbine, Inc. • EMCORE Corporation • Intevac, Inc. • IntriCon Corporation • KVH Industries, Inc. • Majesco • MobileIron, Inc. | | | • Napco Security Technologies, Inc. • OneSpan Inc. • PCTEL, Inc. • Perceptron, Inc. • RealNetworks, Inc. • SeaChange International, Inc. • Telenav, Inc. • TransAct Technologies Incorporated • Upland Software, Inc. • Zix Corporation | |
Pay Component | | | Rationale and Value to Stockholders | |
Base Salary | | | • Only fixed compensation element in the executive compensation program • Recruit and retain executive talent and provide an element of economic security from year to year • Reflects competitive market conditions | |
Performance-Based Cash Bonus (Short-Term Incentive Program) | | | • Motivates achievement of strategic priorities for the fiscal year as measured by financial and operational metrics • Diversified group of metrics to drive growth and stockholder value | |
Equity Incentive Awards (Options, RSUs and PSUs)(1) | | | • Encourages focus on long-term stockholder value creation (and PSUs link compensation to achievement of specified corporate financial performance objectives) • Aligns with stockholders’ interests • Provides long-term retention incentive of our executive talent | |
We view each component of compensation as related but distinct. plan for Fiscal 2021.
its cash-based bonus plan each year, there is no formal pre-established policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, and there are no pre-established ratios between the compensation of our Chief Executive Officer and that of the other named executive officers. Instead, our Compensation Committee determines the compensation of each named executive officer annually based on its review of the market data, its subjective analysis of that individual'sindividual’s performance and contribution to our financial performance and the other factors identified in the Compensation Decision-Making Process“Annual Review of Cash and Equity Compensation” section above to determine the appropriate level and balance of total compensation. We believe that this approach allows us to tailor compensation for each named executive officer to attract, retain and motivate that executive officer within the parameters of our compensation philosophy.
Named Executive Officer | Fiscal 2017 Annual Base Salary | |||
---|---|---|---|---|
Joe Bergera | $ | 385,000 | ||
Andrew Schmidt | 336,500 | |||
Thomas N. Blair | 259,000 | |||
Todd Kreter | 265,000 | |||
Ramin Massoumi | 239,200 |
Named Executive Officer | | | Fiscal 2021 Annual Base Salary | | |||
Joe Bergera | | | | $ | 430,000 | | |
Douglas L. Groves | | | | | 400,000 | | |
Todd Kreter | | | | | 290,000 | | |
Ramin Massoumi | | | | | 280,000 | | |
The corporate and business unit performance targets and the actual achievement of such objectives for Fiscal 20172021 were as follows (dollarsfollows:
Performance Components | | | Threshold | | | Target | | | Maximum | | | Actual | | | % of Target Payout Attained | | |||||||||||||||
Corporate Revenue | | | | $ | 93,806 | | | | | $ | 117,258 | | | | | $ | 140,710 | | | | | $ | 117,138 | | | | | | 100.0% | | |
Corporate Adjusted EBITDA | | | | | 2,863 | | | | | | 4,406 | | | | | | 7,930 | | | | | | 7,450 | | | | | | 169.0 | | |
Roadway Sensors Revenue | | | | | 42,206 | | | | | | 52,758 | | | | | | 63,309 | | | | | | 56,548 | | | | | | 107.0 | | |
Roadway Sensors Contribution Margin | | | | | 7,022 | | | | | | 8,778 | | | | | | 10,534 | | | | | | 11,554 | | | | | | 132.0 | | |
Transportation Systems Revenue | | | | | 51,600 | | | | | | 64,500 | | | | | | 77,400 | | | | | | 60,590 | | | | | | 94.0 | | |
Transportation Systems Contribution Margin | | | | | 8,442 | | | | | | 7,438 | | | | | | 12,664 | | | | | | 8,964 | | | | | | 85.0 | | |
Performance Components | No Bonuses At or Below | Target | Maximum | Actual | % Attained | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Corporate Revenue | $ | 75,101 | $ | 93,876 | $ | 112,651 | $ | 95,982 | 102.2 | % | ||||||
Corporate Operating Income | (4,174 | ) | (3,478 | ) | (2,782 | ) | (3,069) | (1) | 113.3 | |||||||
Roadway Sensors Revenue | 35,021 | 43,776 | 52,531 | 42,270 | 96.3 | |||||||||||
Roadway Sensors Contribution Margin | 7,037 | 8,796 | 10,555 | 9,799 | 111.4 | |||||||||||
Transportation Systems Revenue | 35,543 | 44,429 | 53,315 | 49,270 | 110.9 | |||||||||||
Transportation Systems Contribution Margin | 5,164 | 6,455 | 7,746 | 8,482 | 131.4 | |||||||||||
Agriculture and Weather Analytics Revenue | 4,538 | 5,672 | 6,806 | 4,542 | 0.0 | |||||||||||
Agriculture and Weather Analytics Contribution Margin | (8,346 | ) | (6,955 | ) | (5,564 | ) | (7,389) | (1) | 94.1 |
If our performance for Fiscal 2017 exceeded the Company
The performance objectives, target bonus and actual bonus for each of our named executive officers for Fiscal 2017 is2021 were as follows:
Named Executive Officer | | | Performance Objectives Allocation (%) | | | 2021 Target Bonus ($) | | | 2021 Actual Bonus ($) | | | % of Target Awarded (%) | | ||||||||||||
Joe Bergera | | | | | | | | | | $ | 322,500 | | | | | $ | 448,275 | | | | | | 139% | | |
Corporate Revenue | | | | | 40% | | | | | | | | | | | | | | | | | | | | |
Corporate Adjusted EBITDA | | | | | 40 | | | | | | | | | | | | | | | | | | | | |
MBOs | | | | | 20 | | | | | | | | | | | | | | | | | | | | |
Douglas L. Groves | | | | | | | | | | $ | 200,000 | | | | | $ | 280,000 | | | | | | 140% | | |
Corporate Revenue | | | | | 40 | | | | | | | | | | | | | | | | | | | | |
Corporate Adjusted EBITDA | | | | | 40 | | | | | | | | | | | | | | | | | | | | |
MBOs | | | | | 20 | | | | | | | | | | | | | | | | | | | | |
Todd Kreter | | | | | | | | | | $ | 159,500 | | | | | $ | 232,462 | | | | | | 146% | | |
Roadway Sensors Revenue | | | | | 25 | | | | | | | | | | | | | | | | | | | | |
Roadway Sensors Contribution Margin | | | | | 25 | | | | | | | | | | | | | | | | | | | | |
Corporate Revenue | | | | | 15 | | | | | | | | | | | | | | | | | | | | |
Corporate Adjusted EBITDA | | | | | 15 | | | | | | | | | | | | | | | | | | | | |
MBOs | | | | | 20 | | | | | | | | | | | | | | | | | | | | |
Ramin Massoumi | | | | | | | | | | $ | 154,000 | | | | | $ | 149,959 | | | | | | 97% | | |
Transportation Systems Revenue | | | | | 25 | | | | | | | | | | | | | | | | | | | | |
Transportation Systems Contribution Margin | | | | | 25 | | | | | | | | | | | | | | | | | | | | |
Corporate Revenue | | | | | 15 | | | | | | | | | | | | | | | | | | | | |
Corporate Adjusted EBITDA | | | | | 15 | | | | | | | | | | | | | | | | | | | | |
MBOs | | | | | 20 | | | | | | | | | | | | | | | | | | | | |
Named Executive Officer | Performance Objectives Allocation (%) | 2017 Target Bonus | 2017 Actual Bonus | % of Target Awarded | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joe Bergera | $ | 300,000 | $ | 354,000 | 118 | % | |||||||
Corporate Revenue | 40 | % | |||||||||||
Corporate Operating Income | 40 | % | |||||||||||
MBOs | 20 | % | |||||||||||
Andrew Schmidt | $ | 134,600 | $ | 161,970 | 120 | % | |||||||
Corporate Revenue | 40 | % | |||||||||||
Corporate Operating Income | 40 | % | |||||||||||
MBOs | 20 | % | |||||||||||
Thomas N. Blair | $ | 142,321 | $ | 91,598 | 64 | % | |||||||
Ag & Weather Analytics Revenue | 30 | % | |||||||||||
Ag & Weather Analytics Contribution Margin | 20 | % | |||||||||||
Corporate Revenue | 15 | % | |||||||||||
Corporate Operating Income | 15 | % | |||||||||||
MBOs | 20 | % | |||||||||||
Todd Kreter | $ | 145,757 | 154,692 | 106 | % | ||||||||
Roadway Sensors Revenue | 25 | % | |||||||||||
Roadway Sensors Contribution Margin | 25 | % | |||||||||||
Corporate Revenue | 15 | % | |||||||||||
Corporate Operating Income | 15 | % | |||||||||||
MBOs | |||||||||||||
Ramin Massoumi | $ | 131,583 | $ | 159,234 | 121 | % | |||||||
Transportation Systems Revenue | 25 | % | |||||||||||
Transportation Systems Contribution Margin | 25 | % | |||||||||||
Corporate Revenue | 15 | % | |||||||||||
Corporate Operating Income | 15 | % | |||||||||||
MBOs | 20 | % |
See 2017 Grant of Plan-Based Awards below for additional information on Fiscal 2017 cash bonuses.
Equity Compensation. Our equity award program is the primary vehicleone of our vehicles for offering long-term incentives to our named executive officers and providing an inducement for long-term retention. Our equity component also aligns the interests of our named executive officers with those of our stockholders and focuses their attention on the creation of stockholder value in the form of stock price appreciation. The Compensation Committee uses both stock options and restricted stock units as part of the Company's long-term incentive program for named executive officers, and the relative allocation of such instruments may vary from time to time. The Company believes that there are several advantages of using restricted stock units including ongoing concerns over the dilutive effect of option grants on the Company's outstanding shares, the Company's desire to have a more direct correlation between the compensation expense it must record for financial accounting purposes and the actual value delivered to executive officers, and the fact that the incentive and retention value of a restricted stock unit award is less affected by market volatility than stock options. We believe that the equity-based compensation provides our named executive officers with a direct interest in our long-term performance and creates an ownership culture that establishes a mutuality of interests between our named executive officers and our stockholders. We have had no program, plan or practice pertaining to the timing of equity awards to named executive officers coinciding with the release of material non-public information.
ASC 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award.
Name and Principal Position | | | Fiscal Year | | | Salary | | | Stock Awards(1) | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation(2) | | | All Other Compensation(3) | | | Total | | |||||||||||||||||||||
Joe Bergera Chief Executive Officer and President | | | | | 2021 | | | | | $ | 432,030 | | | | | $ | 254,388 | | | | | $ | 323,125 | | | | | $ | 448,275 | | | | | $ | 11,200 | | | | | $ | 1,469,018 | | |
| | | 2020 | | | | | | 430,314 | | | | | | — | | | | | | 634,300 | | | | | | 180,155 | | | | | | 11,351 | | | | | | 1,256,120 | | | ||
| | | 2019 | | | | | | 412,894 | | | | | | — | | | | | | 421,425 | | | | | | 137,280 | | | | | | 17,118 | | | | | | 988,716 | | | ||
Douglas L. Groves Chief Financial Officer, Senior Vice President of Finance and Secretary | | | | | 2021 | | | | | | 401,947 | | | | | | 82,723 | | | | | | 117,500 | | | | | | 280,000 | | | | | | 11,200 | | | | | | 893,370 | | |
| | | 2020 | | | | | | 121,617(4) | | | | | | — | | | | | | 489,540 | | | | | | 37,333 | | | | | | 4,800 | | | | | | 653,290 | | | ||
Todd Kreter Senior Vice President and General Manager, Roadway Sensors | | | | | 2021 | | | | | | 291,690 | | | | | | 57,715 | | | | | | 82,250 | | | | | | 232,462 | | | | | | 11,200 | | | | | | 675,317 | | |
| | | 2020 | | | | | | 295,890 | | | | | | — | | | | | | 177,604 | | | | | | 103,895 | | | | | | 11,187 | | | | | | 588,576 | | | ||
| | | 2019 | | | | | | 282,734 | | | | | | — | | | | | | 112,380 | | | | | | 49,286 | | | | | | 15,353 | | | | | | 459,753 | | | ||
Ramin Massoumi Senior Vice President and General Manager, Transportation Systems | | | | | 2021 | | | | | | 280,785 | | | | | | 57,715 | | | | | | 82,250 | | | | | | 149,959 | | | | | | 11,200 | | | | | | 581,909 | | |
| | | 2020 | | | | | | 279,688 | | | | | | — | | | | | | 177,604 | | | | | | 136,531 | | | | | | 10,262 | | | | | | 604,084 | | | ||
| | | 2019 | | | | | | 268,306 | | | | | | — | | | | | | 112,380 | | | | | | 70,166 | | | | | | 11,440 | | | | | | 462,292 | | |
Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joe Bergera(4) | 2017 | $ | 399,816 | $ | — | $ | 328,362 | $ | 354,000 | $ | 3,594 | $ | 1,085,772 | |||||||||
Chief Executive Officer | 2016 | 197,502 | 150,000 | (5) | 1,659,150 | 63,080 | 7,610 | 2,077,342 | ||||||||||||||
and President | 2015 | — | — | — | — | — | — | |||||||||||||||
Andrew Schmidt | 2017 | 346,790 | — | 164,181 | 161,970 | 8,118 | 681,059 | |||||||||||||||
Chief Financial Officer | 2016 | 325,000 | 32,500 | (6) | 91,950 | 40,369 | 9,750 | 499,569 | ||||||||||||||
Vice President of | 2015 | 18,750 | — | 101,821 | — | — | 120,571 | |||||||||||||||
Finance and Secretary | ||||||||||||||||||||||
Thomas N. Blair | 2017 | 266,705 | — | 422,949 | (7) | 91,598 | 8,009 | 789,261 | ||||||||||||||
Senior Vice President, | 2016 | 250,016 | — | 91,950 | 72,977 | 7,650 | 422,593 | |||||||||||||||
Agriculture and Weather | 2015 | 250,549 | — | 53,715 | 47,364 | 7,812 | 359,440 | |||||||||||||||
Analytics | ||||||||||||||||||||||
Todd Kreter | 2017 | 271,745 | — | 164,181 | 154,691 | 8,060 | 598,677 | |||||||||||||||
Senior Vice President | 2016 | 250,016 | — | 91,950 | 85,296 | 7,650 | 434,912 | |||||||||||||||
and GM, Roadway | 2015 | 250,982 | — | 53,715 | 105,000 | 7,949 | 417,646 | |||||||||||||||
Sensors | ||||||||||||||||||||||
Ramin Massoumi | 2017 | 241,522 | — | 164,181 | 159,234 | 7,365 | 569,302 | |||||||||||||||
Senior Vice President | 2016 | 209,248 | — | 24,520 | 35,592 | 6,441 | 275,801 | |||||||||||||||
and GM, Transportation | 2015 | 188,655 | — | 19,940 | 29,580 | 5,237 | 243,412 | |||||||||||||||
Systems |
20172021 Grant of Plan-Based Awards Table
Name | | | Grant Date | | | Description | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units(#) | | | All Other Stock Awards: Number of Securities Underlying Options(#)(4) | | | Exercise or Base Price of Option or Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | |||||||||||||||||||||||||||||||||||||||||||||||
| Threshold/ Minimum ($) | | | Target ($) | | | Maximum ($) | | | Threshold/ Minimum (#) | | | Target (#) | | | Maximum (#) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Joe Bergera | | | | | 06/22/2020 | | | | Cash Bonus | | | | $ | 0 | | | | | $ | 322,500 | | | | | $ | 580,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | 06/30/2020 | | | | PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 12,803 | | | | | | 25,605 | | | | | | — | | | | | | — | | | | | $ | — | | | | | $ | 70,030 | | | | ||||
| | | 11/16/2020 | | | | RSU | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,408(3) | | | | | | — | | | | | | — | | | | | | 184,358 | | | | ||||
| | | 11/16/2020 | | | | Options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,500(4) | | | | | | 137,500 | | | | | | 4.80 | | | | | | 323,125 | | | | ||||
Douglas L. Groves | | | | | 06/22/2020 | | | | Cash Bonus | | | | | 0 | | | | | | 200,000 | | | | | | 360,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | 06/30/2020 | | | | PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 4,150 | | | | | | 8,299 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,968 | | | | ||||
| | | 11/16/2020 | | | | RSU | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,449(3) | | | | | | — | | | | | | — | | | | | | 59,755 | | | | ||||
| | | 11/16/2020 | | | | Options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000(4) | | | | | | 50,000 | | | | | | 4.80 | | | | | | 117,500 | | | | ||||
Todd Kreter | | | | | 06/22/2020 | | | | Cash Bonus | | | | | 0 | | | | | | 159,500 | | | | | | 287,100 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
| | | 06/30/2020 | | | | PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 2,905 | | | | | | 5,809 | | | | | | ��� | | | | | | — | | | | | | — | | | | | | 15,888 | | | | ||||
| | | 11/16/2020 | | | | RSU | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,714(3) | | | | | | 41,827 | | | | | | | | | | | | | | | | ||||
| | | 11/16/2020 | | | | Options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,000(4) | | | | | | 35,000 | | | | | | 4.80 | | | | | | 82,250 | | | | ||||
Ramin Massoumi | | | | | | | | | Cash Bonus | | | | | 0 | | | | | | 154,000 | | | | | | 277,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
| | | 06/30/2020 | | | | PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | | | | 2,905 | | | | | | 5,809 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,888 | | | | ||||
| | | 11/16/2020 | | | | RSU | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,714(3) | | | | | | — | | | | | | — | | | | | | 41,827 | | | | ||||
| | | 11/16/2020 | | | | Options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,0004) | | | | | | 35,000 | | | | | | 4.80 | | | | | | 82,250 | | | |
| | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of Securities Underlying Options or Stock Units (#) | Per Share Exercise Price of Option Awards ($/share) | | ||||||||||||||||||
| | Grant Date Fair Value of Awards ($)(2) | ||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(1) | ||||||||||||||||||
Joe Bergera | 03/03/2017 | $ | — | $ | 300,000 | $ | 420,000 | 150,000 | $ | 4.91 | $ | 328,362 | ||||||||||
Andrew Schmidt | 03/03/2017 | — | 134,600 | 188,440 | 75,000 | 4.91 | 164,181 | |||||||||||||||
Thomas N. Blair | 03/03/2017 | — | 142,321 | 199,249 | 75,000 | 4.91 | 164,181 | |||||||||||||||
03/22/2017 | 51,140 | — | 258,768 | (3) | ||||||||||||||||||
Todd Kreter | 03/03/2017 | — | 145,757 | 204,060 | 75,000 | 4.91 | 164,181 | |||||||||||||||
Ramin Massoumi | 03/03/2017 | — | 131,583 | 184,216 | 75,000 | 4.91 | 164,181 |
Name | | | Option Awards(1) | | | Stock Awards | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Outstanding Options (#) Exercisable | | | Number of Securities Underlying Outstanding Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Grant Date | | | 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(4) | | | 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 | | | | |||||||||||||||||||||||||||||||||
Joe Bergera | | | | | 1,350,000 | | | | | | — | | | | | $ | 2.38 | | | | | | 09/23/15 | | | | | | 09/22/25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 150,000 | | | | | | — | | | | | | 4.91 | | | | | | 03/03/17 | | | | | | 03/02/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 187,500 | | | | | | 62,500 | | | | | | 5.52 | | | | | | 02/16/18 | | | | | | 02/15/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 112,500 | | | | | | 112,500 | | | | | | 4.16 | | | | | | 12/10/18 | | | | | | 12/09/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 62,500 | | | | | | 187,500 | | | | | | 5.10 | | | | | | 12/09/19 | | | | | | 12/08/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | 137,500 | | | | | | 4.80 | | | | | | 11/16/20 | | | | | | 11/15/30 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,408(2) | | | | | $ | 236,977(4) | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 38,408(3) | | | | | | 236,977(4) | | | | | ||||
Douglas L. Groves | | | | | 50,000 | | | | | | 150,000 | | | | | | 4.92 | | | | | | 12/04/19 | | | | | | 12/04/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | 50,000 | | | | | | 4.80 | | | | | | 11/16/20 | | | | | | 11/15/30 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,449(2) | | | | | | 76,810(4) | | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 12,449(3) | | | | | | 76,810(4) | | | | | ||||
Todd Kreter | | | | | 12,500 | | | | | | — | | | | | | 1.87 | | | | | | 11/18/14 | | | | | | 11/17/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 75,000 | | | | | | — | | | | | | 2.37 | | | | | | 11/02/15 | | | | | | 11/01/25 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 75,000 | | | | | | — | | | | | | 4.91 | | | | | | 03/03/17 | | | | | | 03/02/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 56,250 | | | | | | 18,750 | | | | | | 5.52 | | | | | | 02/16/18 | | | | | | 02/15/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 30,000 | | | | | | 30,000 | | | | | | 4.16 | | | | | | 12/10/18 | | | | | | 03/02/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 17,500 | | | | | | 52,500 | | | | | | 5.10 | | | | | | 12/09/19 | | | | | | 02/15/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | 35,000 | | | | | | 4.80 | | | | | | 11/16/20 | | | | | | 11/15/30 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,714(2) | | | | | | 51,933(4) | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 8,714(3) | | | | | | 51,933(4) | | | | | ||||
Ramin Massoumi | | | | | 75,000 | | | | | | — | | | | | | 4.91 | | | | | | 03/03/17 | | | | | | 03/02/27 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 56,250 | | | | | | 18,750 | | | | | | 5.52 | | | | | | 02/16/18 | | | | | | 02/15/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 30,000 | | | | | | 30,000 | | | | | | 4.16 | | | | | | 12/10/18 | | | | | | 12/09/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | 17,500 | | | | | | 52,500 | | | | | | 5.10 | | | | | | 12/09/19 | | | | | | 12/08/29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | 35,000 | | | | | | 4.80 | | | | | | 11/16/20 | | | | | | 11/15/30 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,714(2) | | | | | | 51,933(4) | | | | | | | | | | | | | | | | | ||||
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 8,714(3) | | | | | | 51,933(4) | | | | |
| Option Awards | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Grant Date(1) | Option Expiration Date | ||||||||
Joe Bergera | 337,500 | 1,012,500 | $ | 2.38 | 09/23/15 | 09/22/25 | |||||||
Chief Executive Officer | — | 150,000 | 4.91 | 03/03/17 | 03/02/27 | ||||||||
Andrew Schmidt | 50,000 | 50,000 | 1.79 | 03/16/15 | 03/15/25 | ||||||||
Chief Financial Officer, Vice President of | 18,750 | 56,250 | 2.37 | 11/02/15 | 11/01/25 | ||||||||
Finance, and Secretary | — | 75,000 | 4.91 | 03/03/17 | 03/02/27 | ||||||||
Tom Blair | 25,000 | 25,000 | 1.87 | 11/18/14 | 11/17/24 | ||||||||
Senior Vice President, | 18,750 | 56,250 | 2.37 | 11/02/15 | 11/01/25 | ||||||||
Agriculture and Weather Analytics | — | 75,000 | 4.91 | 03/03/17 | 03/02/27 | ||||||||
Todd Kreter | 25,000 | — | 2.46 | 02/21/08 | 02/20/18 | ||||||||
Senior Vice President and | 25,000 | — | 1.41 | 05/27/09 | 05/26/19 | ||||||||
GM, Roadway Systems | 30,000 | — | 1.10 | 08/10/11 | 08/09/21 | ||||||||
20,000 | 20,000 | 1.81 | 07/29/13 | 07/28/23 | |||||||||
12,500 | 37,500 | 1.87 | 11/18/14 | 11/17/24 | |||||||||
— | 75,000 | 2.37 | 11/02/15 | 11/01/25 | |||||||||
Ramin Massoumi | 22,500 | 7,500 | 1.81 | 07/29/13 | 07/28/23 | ||||||||
Senior Vice President and | 10,000 | 10,000 | 1.87 | 11/18/14 | 11/17/24 | ||||||||
GM, Transportation Systems | 5,000 | 15,000 | 2.37 | 11/02/15 | 11/01/25 | ||||||||
— | 75,000 | 4.91 | 03/03/17 | 03/02/27 |
Name | | | Option Awards | | |||||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | ||||||||
Joe Bergera | | | | | — | | | | | $ | — | | |
Douglas L. Groves | | | | | — | | | | | $ | — | | |
Todd Kreter | | | | | — | | | | | $ | — | | |
Ramin Massoumi | | | | | 27,996 | | | | | $ | 200,400 | | |
| Option Awards | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||
Joe Bergera | — | $ | — | — | $ | — | |||||||
Andrew Schmidt | — | — | — | — | |||||||||
Thomas N. Blair | 100,000 | 351,000 | 12,500 | 41,875 | |||||||||
Todd Kreter | 50,000 | 165,250 | — | — | |||||||||
Ramin Massoumi | 20,000 | 76,000 | — | — |
Name | | | Executive Contributions in Last Fiscal Year ($)(1) | | | Aggregate Earnings in Last Fiscal Year(2) | | | Aggregate Withdrawals / Distributions ($) | | | Aggregate Balance at Last Fiscal Year End ($) | | ||||||||||||
Joe Bergera | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Douglas L. Groves | | | | | 43,077 | | | | | | 402 | | | | | | — | | | | | | 43,479 | | |
Todd Kreter | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ramin Massoumi | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name of Investment Option | | | Rate of Return (%) | | |||
AB Discovery Growth Fund I | | | | | 1.57% | | |
AB Large Cap Growth Fund Class Z | | | | | 1.13% | | |
American Balanced Fund Class R6 | | | | | 3.82% | | |
American Century Midcap Val I | | ��� | | | 12.09% | | |
American EuroPacific Growth R6 | | | | | -0.43% | | |
American New Perspective | | | | | 2.26% | | |
Dodge & Cox Stock Fund | | | | | 15.86% | | |
Invesco Developing Markets Fund R6 | | | | | 0.86% | | |
Janus Henderson Triton Fund I | | | | | 0.52% | | |
JP Morgan Mid Cap Val Fund R6 | | | | | 15.55% | | |
Principal Real Estate SEC Fund I | | | | | 6.98% | | |
T. Rowe Price 2005 Retirement I | | | | | 1.96% | | |
T. Rowe Price 2010 Retirement I | | | | | 2.21% | | |
T. Rowe Price 2015 Retirement I | | | | | 2.60% | | |
T. Rowe Price 2020 Retirement I | | | | | 2.97% | | |
T. Rowe Price 2025 Retirement I | | | | | 3.64% | | |
T. Rowe Price 2030 Retirement I | | | | | 4.26% | | |
T. Rowe Price 2035 Retirement I | | | | | 4.95% | | |
T. Rowe Price 2040 Retirement I | | | | | 5.54% | | |
T. Rowe Price 2045 Retirement I | | | | | 5.98% | | |
T. Rowe Price 2050 Retirement I | | | | | 6.00% | | |
T. Rowe Price 2055 Retirement I | | | | | 6.00% | | |
T. Rowe Price 2060 Retirement I | | | | | 6.02% | | |
T. Rowe Price Retirement Bal I | | | | | 2.26% | | |
Vanguard 500 Index Fund | | | | | 6.18% | | |
Name of Investment Option | | | Rate of Return (%) | | |||
Vanguard Grow And Inc Fund | | | | | 6.92% | | |
Vanguard Small Cap Index Fund | | | | | 10.22% | | |
Vanguard Total Int Stock Index | | | | | 3.94% | | |
Victory Sycamore Small Comp R6 | | | | | 15.80% | | |
Fidelity Advisor Gov’t Income M | | | | | -3.52% | | |
Loomis Sayles Core Plus Cl N | | | | | -3.07% | | |
PIMCO Real Return Fund Cl Inst | | | | | -1.33% | | |
Templeton Global Bond Fund R6 | | | | | -2.73% | | |
Goldman Sachs Stable Value Ct | | | | | 0.35% | | |
We do
Change in Control occurs during the one-year notice period.
If during the initial term of the agreement or any renewal term, Mr. Bergera'sBergera’s employment with the Company is terminated without Cause (as such term is defined in the agreement), during the term of the agreement, Mr. Bergera will be entitled to receive (i) salary continuation payments for 12 months following his termination, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which his employment is terminated, and (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the termination. If Mr. Bergera is terminated without Cause or resigns for Good Reason within 12 months following a Change in Control (as such terms are defined in the agreement) (such termination or resignation, a "CIC Termination"“CIC Termination”), Mr. Bergera will be entitled to receive (i) a lump sum payment equal to 125% of his base salary as then in effect, (ii) a lump sum payment equal to the pro-rated portion of his target bonus established by the Compensation Committee for the fiscal year in which the CIC Termination occurs, and (iii) reimbursement for the cost of COBRA coverage for a period of up to 12 months following the CIC Termination, and (iv) acceleration of the vesting of the Option.Termination. In addition, upon termination of his employment due to death, Mr. Bergera'sBergera’s estate or beneficiaries will be entitled to receive salary continuation paymentsa lump sum payment in the aggregate equal to 50% of his then current base salary.
Agreement with Andrew Schmidt
The following table illustrates an estimated amount of compensation or other benefits potentially payable to each of our named executive officers as of March 31, 2021 that could be triggered upon termination of such named executive officer’s employment under various scenarios. We entered into an employment agreement dated March 9, 2015 with Andrew Schmidt, our Chief Financial Officer, in connection with his hiring. Pursuant tohave assumed that all salary payments or any expenses the agreement, Mr. Schmidt will receive an annual base salary of $325,000, whichexecutive may be increased from time to time atdue have been paid currently. The amounts shown assume that such termination (and in the discretioncase of a change in control, the change in control) was effective as of March 31, 2021, and, therefore, are estimates of the Board or the Compensation Committee. He will also be eligibleamounts that would have been paid to participate in oursuch named executive bonus plan as then in effect and his potential bonus for each year will be established annually by the Board or the Compensation Committee, provided that the bonus potential for Fiscal 2016 was to be $125,000.officers upon their termination. The agreement will have an initial termvalue of two years and will renew for successive one year periods until March 2025 unless either the Company or Mr. Schmidt provides written notice of non-renewal at least 30 days prior to the end of the initial term or renewal term, as applicable. The agreement was amended on June 12, 2017 and provides that if Mr. Schmidt's employment with the Company is terminated without Cause or in connection with a Change of Control (as such terms are definedequity award acceleration reflected in the agreement), Mr. Schmidt will be entitled to salary continuation payments for twelve months following his termination of his annual base salary as then in effect. In addition, Mr. Schmidt will be entitled to receive reimbursement for the cost of COBRA coverage for a period of up to twelve months following such termination.
Director Compensation
Compensation of directors is determined by the Compensation Committee. The Compensation Committee has approved a compensation structure for non-employee directors consisting of a cash retainer, an annual equity award and, for Board members serving on a committee, an additional cash retainer. Directors who are our employees are not compensated for their services as directors.
Board and Committee Retainers
For Fiscal 2017, annual cash compensation for non-employee directorstable below was as follows:
Position | Annual Retainer | |||
---|---|---|---|---|
Chairman of the Board | $ | 65,000 | ||
Non-Employee Director (other than the Chairman) | $ | 35,000 |
Additional retainers for each non-employee director who served on one or more Board committees in Fiscal 2017 were as follows:
Position | Annual Retainer | |||
---|---|---|---|---|
Audit Committee | ||||
Chair | $ | 12,000 | ||
Member | $ | 6,000 | ||
Compensation Committee | ||||
Chair | $ | 9,000 | ||
Member | $ | 4,500 | ||
Nominating and Corporate Governance Committee | ||||
Chair | $ | 4,000 | ||
Member | $ | 2,000 | ||
Finance Committee | ||||
Chair | $ | 9,000 | ||
Member | $ | 4,500 |
All directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of our Board of Directors and its committees, but they do not receive separate meeting fees.
Annual Equity Compensation
Non-employee directors are also eligible to receive periodic restricted stock units ("RSUs") under the Company's equity incentive plan then in effect. Each non-employee director shall be granted an annual RSU upon approval of the grant by the Compensation Committee as soon as reasonably practicable following the annual meeting of stockholders at which such director is re-elected. The annual RSU grant shall be worth $40,000 based oncalculated using the closing price of the Company's$6.17 per share of our common stock on March 31, 2021. The value for option awards is calculated as the RSU grant date. Each RSU entitles the holder to receive shares of the Company's common stock upon vesting of those units. Each annual RSU vests in full upon the director's completion of one year of service measured from the date of the annual stockholders meeting to which the RSU relates. If a non-employee director joins the Board indifference between annual stockholder meetings, such director would receive an RSU for a pro rata portion of the annual grant, which RSU vests in full on the day before the next annual stockholders meeting.
2017 Director Compensation Table
The following table sets forth a summary of the compensation earned in Fiscal 2017 by each non-employee director during that year:
Name | Fees Earned or Paid in Cash ($)(1) | Restricted Stock Units ($)(2) | Total ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
D. Kyle Cerminara | $ | 25,927 | $ | 49,531 | $ | 75,458 | ||||
Richard Char(3) | 27,750 | — | 27,750 | |||||||
Kevin C. Daly, Ph.D | 49,250 | 39,997 | 89,247 | |||||||
Scott E. Deeter | 3,548 | 39,997 | 43,545 | |||||||
Gregory A. Miner(3) | 60,000 | — | 60,000 | |||||||
Gerard M. Mooney | 45,438 | 39,997 | 85,435 | |||||||
Thomas L. Thomas | 64,208 | 39,997 | 104,205 | |||||||
Mikel H. Williams | 50,958 | 39,997 | 90,955 |
| | | No Change in Control | | | Change in Control | | ||||||||||||||||||||||||||||||
| Termination Without Cause or for Good Reason ($) | | | Death ($)(1) | | | Disability ($)(2) | | | Termination Without Cause or for Good Reason ($) | | | Death ($)(1) | | | Disability ($)(2) | | ||||||||||||||||||||
Joe Bergera | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance(3) | | | | $ | 752,500 | | | | | $ | 215,000 | | | | | $ | 143,333 | | | | | $ | 860,000 | | | | | $ | 215,000 | | | | | $ | 107,500 | | |
Medical Benefits(4) | | | | | 13,048 | | | | | | 13,048 | | | | | | 4,349 | | | | | | 13,048 | | | | | | 13,048 | | | | | | 4,349 | | |
Equity Award Acceleration(5) | | | | | — | | | | | $ | 62,712 | | | | | $ | 62,712 | | | | | | 6,850,080 | | | | | | 449,654 | | | | | | 449,654 | | |
Estimated Total | | | | $ | 765,548 | | | | | $ | 290,760 | | | | | $ | 210,394 | | | | | $ | 7,723,128 | | | | | $ | 677,702 | | | | | $ | 561,503 | | |
Douglas L. Groves | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance(3) | | | | $ | 400,000 | | | | | | — | | | | | | — | | | | | $ | 400,000 | | | | | | — | | | | | | — | | |
Medical Benefits(4) | | | | | 13,048 | | | | | | — | | | | | | — | | | | | | 13,048 | | | | | | — | | | | | | — | | |
Equity Award Acceleration(5) | | | | | — | | | | | | 20,848 | | | | | | 20,848 | | | | | | 472,121 | | | | | | 149,468 | | | | | | 149,468 | | |
Estimated Total | | | | $ | 413,048 | | | | | $ | 20,848 | | | | | $ | 20,848 | | | | | $ | 885,169 | | | | | $ | 149,468 | | | | | $ | 149,468 | | |
Todd Kreter | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance(3) | | | | $ | 290,000 | | | | | | — | | | | | | — | | | | | $ | 290,000 | | | | | | — | | | | | | — | | |
Medical Benefits(4) | | | | | 7,761 | | | | | | — | | | | | | — | | | | | | 7,761 | | | | | | — | | | | | | — | | |
Equity Award Acceleration(5) | | | | | — | | | | | | 14,777 | | | | | | 14,777 | | | | | | 832,981 | | | | | | 104,398 | | | | | | 104,398 | | |
| | | No Change in Control | | | Change in Control | | ||||||||||||||||||||||||||||||
| Termination Without Cause or for Good Reason ($) | | | Death ($)(1) | | | Disability ($)(2) | | | Termination Without Cause or for Good Reason ($) | | | Death ($)(1) | | | Disability ($)(2) | | ||||||||||||||||||||
Estimated Total | | | | $ | 297,761 | | | | | $ | 14,777 | | | | | $ | 14,777 | | | | | $ | 1,130,742 | | | | | $ | 104,398 | | | | | $ | 104,398 | | |
Ramin Massoumi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance(3) | | | | $ | 280,000 | | | | | | — | | | | | | — | | | | | $ | 280,000 | | | | | | — | | | | | | — | | |
Medical Benefits(4) | | | | | 13,048 | | | | | | — | | | | | | — | | | | | | 13,048 | | | | | | — | | | | | | — | | |
Equity Award Acceleration(5) | | | | | — | | | | | | 14,777 | | | | | | 14,777 | | | | | | 494,249 | | | | | | 104,398 | | | | | | 104,398 | | |
Estimated Total | | | | $ | 293,048 | | | | | $ | 14,777 | | | | | $ | 14,777 | | | | | $ | 787,297 | | | | | $ | 104,398 | | | | | $ | 104,398 | | |
|
None
Kevin C. Daly, Ph.D, a member of our compensation committee, previously served as our interim Chief Executive Officer from February 2015 to September 2015.
Compensation Plan Information
Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | (c) Number of Securities Remaining Available for Future Issuance Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |||||||||
Equity compensation plans approved by security holders | | | | | 5,527,483(1) | | | | | $ | 3.76 | | | | | | 1,315,079(2) | | |
Equity compensation plans not approved by security holders(3) | | | | | 179,914 | | | | | $ | 2.98 | | | | | | 120,086 | | |
Fee Category | | | Year Ended March 31, | | |||||||||
| 2021 | | | 2020 | | ||||||||
Audit fees | | | | $ | 1,010,220 | | | | | $ | 990,000 | | |
Audit related fees | | | | | 91,895 | | | | | | 107,000 | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total fees | | | | $ | 1,102,115 | | | | | $ | 1,097,000 | | |
Compensation Committee Report
follows:
| The information contained in the foregoing Audit Committee Report is not “soliciting material” and is not deemed filed with the SEC. Such report is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, and irrespective of any general incorporation language in any such filing. | | | Submitted by the Audit Committee of the Board of Directors: Gerard M. Mooney Laura L. Siegal Dennis W. Zank (Chairman) | |
Certain Beneficial Owners and Management
Name and Address of Beneficial Owner(1) | | | Common Stock | | |||||||||
| Amount and Nature of Beneficial Ownership(2) | | | Percent of Class(2) | | ||||||||
Black Rock, Inc.(3) | | | | | 3,073,101 | | | | | | 7.3% | | |
Royce & Associates, LP(4) | | | | | 2,734,331 | | | | | | 6.5 | | |
The Vanguard Group(5) | | | | | 2,308,813 | | | | | | 5.5 | | |
Cowen Prime Advisors(6) | | | | | 2,140,092 | | | | | | 5.06 | | |
Joe Bergera(7) | | | | | 1,755,216 | | | | | | 4.25 | | |
Douglas L. Groves(8) | | | | | 65,555 | | | | | | * | | |
Todd Kreter(9) | | | | | 262,190 | | | | | | * | | |
Ramin Massoumi(10) | | | | | 240,921 | | | | | | * | | |
Anjali Joshi(11) | | | | | 11,750 | | | | | | * | | |
Gerard M. Mooney(12) | | | | | 47,557 | | | | | | * | | |
Luke P. Schneider(13) | | | | | 10,878 | | | | | | * | | |
Laura L. Siegal(14) | | | | | 42,416 | | | | | | * | | |
Thomas L. Thomas(15) | | | | | 175,417 | | | | | | * | | |
Dennis W. Zank(16) | | | | | 14,424 | | | | | | * | | |
All executive officers and directors as a group (10 persons)(17) | | | | | 2,385,403 | | | | | | 5.64% | | |
| Common Stock | ||||||
---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2) | Percent of Class(2) | |||||
Lloyd I. Miller, III(3) | 4,980,759 | 15.3 | % | ||||
Fundamental Global Investors, LLC and RELM Wireless Corporation(4) | 2,126,948 | 6.5 | |||||
Joe Bergera(14) | 337,500 | 1.0 | |||||
Andrew Schmidt(5) | 87,500 | * | |||||
Thomas N. Blair(9) | 68,750 | * | |||||
Todd Kreter(6) | 141,111 | * | |||||
Ramin Massoumi(7) | 64,175 | * | |||||
D. Kyle Cerminara(4) | 2,137,669 | 6.6 | |||||
Kevin C. Daly, Ph.D(8) | 483,232 | 1.5 | |||||
Scott E. Deeter | — | — | |||||
Gerard M. Mooney(10) | 40,000 | * | |||||
Thomas L. Thomas(11) | 124,000 | * | |||||
Mikel H. Williams(12) | 70,000 | * | |||||
All executive officers and directors as a group (13 persons)(13) | 1,427,019 | 4.3 | % |
held in a trust account. and shared dispositive power with respect to 94,825 shares. The address for Mr. MillerThe Vanguard Group, Inc. is 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida 33405.
FGI may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. As principals of FGI, Messrs. Cerminara, Johnson and Moglia may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager to FGPP and FGPM as the relying manager to FGI, may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. As principals of FGI Funds Management, LLC, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of common stock disclosed as directly owned by FGPP and FGPM. FGI and its affiliates, as the largest stockholder of RELM, may be deemed to beneficially own the shares of common stock disclosed as directly owned by RELM. As principals of FGI and directors of RELM, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of common stock disclosed as directly owned by RELM. Messrs. Cerminara, Johnson and Moglia expressly disclaim such beneficial ownership. FGI expressly disclaims beneficial ownership of the shares of common stock held by RELM.
Each of FGPP and FGPM beneficially owns, and has the shared power to direct the voting and disposition of, the shares of common stock disclosed as beneficially owned by it. FGI has the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. FGI Funds Management, LLC, as the investment manager of FGPP and FGPM as the relying manager to FGI, has the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. Messrs. Cerminara and Johnson, as principals of FGI Funds Management, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. Messrs. Cerminara, Johnson and Moglia, as principals of FGI, may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by FGPP and FGPM. RELM beneficially owns, and has the shared power to direct the voting and disposition of, the shares of common stock disclosed as beneficially owned by it. As principal of FGI and directors of RELM, Messrs. Cerminara and Johnson, and FGI may be deemed to have the shared power to direct the voting and disposition of the shares of common stock held by RELM.
The principal business addresses of the various entities and persons are as follows: (i) RELM and Tactical Capital Investments LLC: 7100 Technology Drive, West Melbourne, Florida 32904;
(ii) FGPP, FGI and Mr. Moglia: 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; (iii) FGPM: c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands; (iv) FGI Funds Management, LLC: 9130 Galleria Court, Third Floor, Naples, Florida 34109; (v) Mr. Cerminara: c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; c/o Ballantyne Strong, Inc., 11422 Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154; and 131 Plantation Ridge Dr., Suite 100, Mooresville, North Carolina 28117; and (vi) Mr. Johnson: c/o CWA Asset Management Group, LLC, 9130 Galleria Court, Third Floor, Naples, Florida 34109, and c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209.
Equity Compensation Plans
The following tableseveral programs we implemented and maintain for the financial and educational well-being of our employees and their families. For example, we have an Employee Stock Purchase Plan (“ESPP”), which provides information asemployees with the opportunity to share in the ownership of March 31, 2017 with respect toIteris and its performance through the purchase of shares of our common stock that may be issued under existing equity compensation plans.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available For Future Issuance under Equity Compensation Plans (excluding some securities reflected in first column) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity Compensation Plans Approved by Security Holders | ||||||||||
2007 Omnibus Incentive Plan | 3,035,125 | (1) | $ | 2.15 | (2) | — | ||||
2016 Omnibus Incentive Plan | 972,976 | (3) | $ | 4.92 | (4) | 2,443,382 | ||||
Equity Compensation Plans Not Approved by Security Holders | ||||||||||
None | ||||||||||
Total | 4,008,101 | (1)(3) | $ | 2.76 | (2)(4) | 2,443,382 |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Based solely on a review of copies of such forms received with respect to Fiscal 2017 and the written representations received from certain reporting persons that no other reports were required, we believe that all directors, officers and persons who own more than 10% of our Common Stock have complied with the reporting requirements of Section 16(a), except that the following two Form 4 reports were filed late during Fiscal 2017: (i) Mr. Kreter sold 28,252 shares on March 16, 2017 and the Form 4 was filed on April 5, 2017; and (ii) Mr. Massoumi sold 2,000 shares on February 22, 2017 and the Form 4 was filed on February 27, 2017.
If a stockholder wishes to submit a proposal which is not intended to be included in our proxy statement under Rule 14a-8 of the Exchange Act, or wishes to nominate a person as a candidate for election to the Board, the proposal or nomination must be received by us on or between JulyMay 12, 2022 and June 11, 2018, 2018 and August 10, 2018.
| | ||||
| | THE BOARD OF DIRECTORS OF ITERIS, INC. | | ||
| Santa Ana, California July 27, 2021 | | | | |
Santa Ana, CaliforniaSeptember 25, 2017
A
earliest 2.to occur of (i) the tenth anniversary of the date on which the Board approved this amended and restated Plan, (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully vested shares, (iii) the termination of all outstanding Awards in connection with a Change in Control, or (iv) the termination of the Plan by the Board. Should the Plan terminate under subsection (iv) above, then all Awards outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.
"Committee" meansmean the Compensation Committee of the Board comprised of two (2) or other committee appointedmore non-employee Board members, each of whom is intended to qualify as a “non-employee director” (as defined in Rule 16b-3 under the Exchange Act) and an “independent director” under the rules of any securities exchange or automated quotation system on which the Common Stock is then listed, quoted or traded; provided that any action taken by the Board to administer the Plan.
"Common Stock" means the common stockCompensation Committee shall be valid and effective, whether or not one or more members of the Company, par value $0.10 per share.Compensation Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this definition or otherwise provided in the charter of the Compensation Committee.
"Compensation" means the fixed salaryto all or base wage paid by the Company or a Participating Subsidiary to a Participant as reported by the Company or a Participating Subsidiary, as applicable, to the United States government for income tax purposes, including bonuses and commissions and an Employee's portion of salary deferral contributions pursuant to Section 401(k)substantially all of the Code and any amount excludable pursuant to Section 125assets or voting stock of Iteris, Inc.
"Corporate Transaction" means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section 424 of the Code.
"Designated Broker" means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.
"Effective Date" means January 1, 2018,subsequently established), subject to the Plan obtaining stockholder approval in accordance with Section 19.11 hereof.
"Employee" means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposescontrol and direction of the Plan,employer entity as to both the employment relationship shallwork to be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2),performed and the individual's right to re-employment is not guaranteed by statute or contract,manner and method of performance.
"Eligible Employee" means an Employee who is customarily employed (and regularly scheduled) for at least twenty (20) hours per week and more than five (5) months in any calendar year.
Notwithstanding the foregoing, the Committee may exclude from participation in the Plan or any Offering Employees who are "highly compensated employees"received written notice of the Company or a Participating Subsidiary (within the meaning of Section 414(q) of the Code) or a sub-set of such highly compensated employees.
option exercise.
"ESPP Share Account" means an account into which Common Stock purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of a Participant.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"(k) Fair Market Value" means, as of any date, the value of the shares per share of Common Stock ason any relevant date shall be determined below.in accordance with the following provisions:
"Offering Date" means the first Trading Day of each Offering Period as designated by the Committee.
"Offering" or"Offering Period" means a period of six months beginning each January 1st and July 1st of each year; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.
"Participant" means an Eligible Employee who is actively participating in the Plan.
"Participating Subsidiaries" means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.
"Plan" means this Iteris, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.
"Purchase Date" means the last Trading Day of each Offering Period.
"Purchase Price" means an amount equal topreceding date for which such quotation exists.
"Securities Act" means the Securities Act of 1933, as amended.
"Subsidiary" means any domestic corporation, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination of whether an entity is a Subsidiary shall be madedefined in accordance with Section 424(f) of the Code.following provisions:
"Trading Day" means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.
3. Administration. The Plan shall be administered by the Committee, which(i) Good Reason shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.
4. Eligibility. Unless otherwise determined byAward Agreement for purposes of defining such term.
NotwithstandingCorporation (or any provisionParent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.
Subsidiary).
6. Participation.
6.1 Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in an amount equal to at least 1%, but not more than 15% of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account.
6.2 Election Changes. During an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period only once. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll
deductions and any change shall become effective on the next payroll period that begins no earlier than five (5) business days after the Company's receipt of a new Enrollment Form or such other notice period as may be established by the Compensation Committee from time to time in its sole discretion (to the extent practical under the Company's payroll practices) following delivery of a new Enrollment Form. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the start of the next Offering Period.
6.3 Automatic Re-enrollment. The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance with Section 10, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.
7. Grant of Option. On each Offering Date, each Participant inmean the applicable Offering Period shall be granted an optionfederal, state and foreign income and employment withholding taxes and other payments to purchase, on the Purchase Date, a number of shares of Common Stock determined by dividing the Participant's accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than 5,000 shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Section 13 of the Plan).
8. Exercise of Option/Purchase of Shares. A Participant's option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant's accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant's notional account. No fractional shares may be purchased but any remaining funds that are not used to purchase Common Stock will carry forward to the next Offering Period, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11.
9. Transfer of Shares. As soon as reasonably practicable after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.
10. Withdrawal.
10.1 Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at any time before the Purchase Date, provided that such revised Enrollment Form is received at least ten (10) business days prior to the Purchase Date (or such other period as may be established by the Compensation Committee from time to time in its sole discretion). The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the Participant's Enrollment Form indicating his or her election to withdraw and the Participant's option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.
10.2 Effect on Succeeding Offering Periods. A Participant's election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate in succeeding
Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws, provided the Participant submits a new Enrollment Form in accordance with this Plan.
11. Terminationholder of Employment; Change in Employment Status. Upon termination of a Participant's employment for any reason, including death, disability or retirement, or a change in the Participant's employment status following which the Participant is no longer an Eligible Employee, which in either case occurs at least fifteen days (or such other period as may be established by the Compensation Committee from time to time in its sole discretion) before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll deductions in the Participant's notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of the Participant's death, to the person(s) entitled to such amounts under Section 17, and the Participant's option shall be automatically terminated. If the Participant's termination of employment or change in status occurs within fifteen days (or such other period as may be established by the Compensation Committee from time to time in its sole discretion) before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.
12. Interest. No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.
13. Shares Reserved for Plan.
13.1 Number of Shares. A total of One Million (1,000,000) shares of Common Stock have been reserved as authorized for the grant of options under the Plan. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market.
13.2 Over-subscribed Offerings. The number of shares of Common Stock which a Participant may purchase in an OfferingAward under the Plan may be reduced if the Offering is over-subscribed. No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Committee determines to be equitable.
14. Transferability.�� No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.
15. Application of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions.
16. Statements. Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant's notional account.
17. Designation of Beneficiary. A Participant may file, on forms supplied by the Company, a written designation of beneficiary who is to receive any shares of Common Stock and cash in respect of
any fractional shares of Common Stock, if any, from the Participant's ESPP Share Account under the Plan in the event of such Participant's death. In addition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant's notional account in the event of the Participant's death prior to the Purchase Date of an Offering Period.
18. Adjustments Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.
18.1 Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, reincorporation, other reorganization, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company's structure affecting the Common Stock occurs without the Company's receipt of consideration, or should the value of shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Section 7 and Section 13.
18.2 Dissolution or Liquidation. Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Company's proposed dissolution or liquidation. Before the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant's option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10.
18.3 Corporate Transaction. In the event of a Corporate Transaction, the Committee may cause each outstanding option to be assumed or an equivalent option substituted by the successor corporation or a parent or Subsidiary of such successor corporation. If the successor corporation does not assume or substitute the option, the Committee may either: (a) shorten the Offering Period with respect to which the option relates and set a new Purchase Date on which the Offering Period will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant's option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10; or (b) terminate the Offering Period and refund all accumulated payroll deductions to the Participants.
19. General Provisions.
19.1 Equal Rights and Privileges. Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted options under the Plan shall have the same rights and privileges.
19.2 No Right to Continued Service. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other capacity.
19.3 Rights as Stockholder. A Participant will become a stockholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan when the shares are transferred to the Participant's ESPP Share Account. A Participant will have no rights
as a stockholder with respect to shares of Common Stock for which an election to participate in an Offering Period has been made until such Participant becomes a stockholder as provided above.
19.4 Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.
19.5 Entire Plan. This Plan constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.
19.6 Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.
19.7 Notice of Disqualifying Dispositions. Each Participant shall give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under the Plan, if such disposition or transfer is made within two years after the Offering Date or within one year after the Purchase Date.
19.8 Term of Plan. The Plan shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 19.9, shall have a term of ten years.
19.9 Amendment or Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason, provided, however, that in no event may the Committee effect any of the following amendments or revisions to the Plan without the approval of the Company's shareholders: (i) increase the number of shares of Common Stock issuable under the Plan (other than adjustments pursuant to Section 19.1) or (ii) materially modify the requirements for eligibility to participate in the Plan. If the Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.
19.10 Applicable Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state's conflict of law rules.
19.11 Stockholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.
19.12 Section 423. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. Any provision of the Plan that is inconsistent with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.
19.13 Withholding. To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.issuance, exercise, vesting or settlement of that Award.
19.15 Headings. The headingsAnnual Meeting.Important notice regarding the Internet availability of sections herein are included solelyproxy materials for convenience and shall not affect the meaningAnnual Meeting of anyStockholders.The material is available at: www.envisionreports.com/ITIq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q+Notice of the provisions2021 Annual Meeting of the Plan.
PROXY
ITERIS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TheStockholdersProxy Solicited by Board of Directors for Annual Meeting — September 9, 2021The undersigned stockholder of ITERIS, INC. (“Iteris” or the “Company”) hereby appoints JOE BERGERA and ANDREW SCHMIDT,DOUG GROVES, and each of them, proxies of the undersigned, each with full power to act without the other and with power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of Iteristhe Company to be held virtually via the internet at the Company’s principal executive offices located at 1700 Carnegie Avenue, Suite 100, Santa Ana, CA, 92705, on November 8, 2017 at 10:00 a.m. Pacific Time,meetings.computershare.com/MVTVFVH, and at any adjournments or postponements thereof, (the “Annual Meeting”), and to vote all shares of common stock of Iteristhe Company held of record by the undersigned as of the close of
Theproxy.The undersigned hereby revokes any other proxy to vote at such Annual Meeting of Stockholders and hereby ratifies and confirms all that said proxies, and each of them, may lawfully do by virtue hereof.
THIShereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED OR, IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL ONE,1 AND “FOR” EACH OF THE OTHER PROPOSALS 2, 3, AND 4, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS WITH REGARD TO ANY OTHER MATTERS PROPERLY BROUGHT TO A VOTE AT THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.THEREOF.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)Change of Address — Please print new address below.Comments — Please print your comments below. +
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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A. Proposals - The Board of Directors recommends a vote FOR all of the nominees listed below, and FOR Proposals 2 and 3.
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IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A, B and CON BOTH SIDES OF THIS CARD.