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Marin Software Incorporated
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March 23, 2018
MRIN2021, where you will be able to listen to the Annual Meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting..
| | Sincerely, | |
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| | Christopher Lien | |
| | Chief Executive Officer |
This Notice of the Annual Meeting, proxy statement and form of proxy are being distributed and made available on or about Thursday, May 3, 2018Wednesday, June 2, 2021 at 9:0030 a.m. Pacific Daylight Time MRINMRIN2021 (the “Annual Meeting”) twoone Class II directorsdirector of Marin Software Incorporated, each to serve until the 20212024 annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal. PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2021. 3.4. March 16, 2018April 15, 2021 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. contact-ircontact-ir or, if you are a registered holder, through our transfer agent, Computershare Trust Company, N.A.Broadridge Corporate Issuer Solutions, Inc., by email through theirits website atwww.computershare.com/contactus www.shareholder@broadridge.com or by phone at (800) 962-4284.(877) 830-4936.March 23, 2018. April 22, 2021. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 3, 2018June 2, 2021: Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 20172020 are available at www.proxyvote.com.
Christopher Lien Christopher Lien
Chief Executive Officer
San Francisco, CaliforniaMarch 23, 2018
20182021 ANNUAL MEETING OF STOCKHOLDERS
by emailing a request to legal@marinsoftware.com.20182021 ANNUAL MEETING OF STOCKHOLDERSMarch 23, 201820182021 Annual Meeting of Stockholders of Marin Software Incorporation (“we,” “our,” “us” or the “Company”) to be held on May 3, 2018,June 2, 2021, at 9:0030 a.m. Pacific Daylight Time (the “Meeting”), and any adjournment or postponement thereof. This proxy statement and the accompanying form of proxy were first mailed to stockholders on or about March 23, 2018.April 22, 2021. Our Annual Report on Form 10-K for the year ended December 31, 20172020 is enclosed with this proxy statement. An electronic copyElectronic copies of this proxy statement and Annual Report on Form 10-K for the year ended December 31, 20172020 are available at www.proxyvote.com.March 16, 2018April 15, 2021 (the “Record Date”), will be entitled to vote at the Meeting. At the close of business on March 16, 2018,April 15, 2021, we had 5,747,92510,967,328 shares of our common stock outstanding and entitled to vote. For 10 days prior to the Meeting, a complete list of the stockholders entitled to vote at the Meeting will be available for examination by any stockholder for any purpose relating to the Meeting during ordinary business hours at our headquarters.directors.director. You may vote all shares of our common stock owned by you as of the Record Date, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.Computershare,Broadridge Corporate Issuer Solutions, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Meeting or vote by telephone or by Internet, or if you request or receive paper proxy materials by mail, by filling out and returning the proxy card.
the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares of our common stock held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares of our common stock is considered the stockholder of record for purposes of voting at the Meeting. Because you are not the stockholder of record, you may not vote your shares of our common stock at the Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Meeting.1Eachtwo individualsindividual nominated for election to our Board at the Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” all of the nominees,nominee, or “WITHHOLD” your vote with respect to allthe nominee.nominees,shares present, represented and entitled to vote on the proposal is required to approve, on an advisory and non-binding basis, the compensation awarded to our named executive officers for the year ended December 31, 2020. You may vote “FOR,” “AGAINST,” or “FOR” all“ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal. Although this say-on-pay vote is advisory and, therefore, will not be binding on us, our compensation committee and our Board value the opinions of our stockholders. Accordingly, to the nominees except for anyextent there is a significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and the nominees that you specify.compensation committee will evaluate what actions may be necessary or appropriate to address those concerns.23 will be obtained if the number of votes cast “FOR” such proposal at the Meeting exceeds the number of votes “AGAINST” such proposal.directorsthe director (Proposal No. 1) or advisory vote on executive compensation (Proposal No. 2). Accordingly, we encourage you to provide voting instructions to your broker, bank, trustee, or other nominee, whether or not you plan to attend the Meeting. each of the Class II directorsdirector named in this proxy statement (Proposal No. 1) and PricewaterhouseCoopersGrant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 (Proposal No. 2). 2021.
Votes submitted by telephone or Internet must be received by 11:59 pm Eastern Daylight Time on May 2, 2018.June 1, 2021. Submitting your proxy, whether via the Internet, by telephone or by mail if you request or received a paper proxy card, will not affect your right to vote in person should you decide to attend the Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares. For Proposal No. 1, you may either vote “FOR” all of the nominees,nominee, or “WITHHOLD” your vote with respect to all nominees or “FOR” all nominees except for any of the nominees that you specify.nominee. For Proposal No. 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal No. 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Meeting, we urge you to vote by proxy to ensure that your vote is counted.
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All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares of our common stock should be voted on a particular proposal at the Meeting, your shares of our common stock will be voted in accordance with the recommendations of our Board stated above.
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Compensation Committee
The compensation committee has the exclusive authority and responsibility to determine all aspects of executive compensation packages for executive officers, including the chief executive officer, and makes recommendations to our Board regarding the compensation of non-employee directors. The compensation committee may take into account the recommendations of the chief executive officer with respect to compensation of the other executive officers.
The compensation committee engaged an external compensation consultant, Compensia, Inc. (“Compensia”), a national compensation consulting firm, to evaluate our executive compensation program and practices and to provide advice and ongoing assistance on executive compensation matters for the fiscal year ended on December 31, 2017. Specifically, Compensia was engaged to:
During the year ended December 31, 2017 (“fiscal 2017”), Compensia worked for the compensation committee (and not on behalf of management) to assist the committee in satisfying its responsibilities and undertook no projects for management without the committee’s prior approval. The compensation committee has determined that none of the work performed by Compensia during fiscal 2017 raised any conflict of interest.
The compensation committee has delegated, in accordance with applicable law, rules and regulations and our certificate of incorporation and bylaws, to a plan grant administrator, the authority to make certain types of equity awards to service providers under our 2013 Plan pursuant to the terms of such plan and the equity award policy approved by our compensation committee. During fiscal 2017,2020, the plan grant administrator consisted of the chief
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executive officer and the general counsel through March 2017 and the chief executive officer and head of people thereafter.financial officer. In accordance with our equity award policy, any equity award granted by the plan grant administrator that vests solely based on continuous service, shall vest as follows: (i) with respect to options as to the first twenty-five percent (25%) of the shares subject to the option after the recipient completes twelve (12) months of continuous service from the date of grant and as to an additional 1/48th of the total shares subject to the option when the recipient completes each month of continuous service thereafter and (ii) with respect to all other equity awards as to the first twenty-five percent (25%) of the shares or units awarded after the recipient completes twelve (12) months of continuous service from the date of grant and as to an additional twenty-five percent (25%) of the total shares or units awarded when the recipient completes each year of continuous service thereafter.
2020.
None
Mr. Hutchison’s attendance was reduced during 2020 because of medical reasons, but the Board expects Mr. Huthcison to resume regular attendance for the remainder of 2021.
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DIRECTOR
Shares of our common stock represented by proxies will be voted “FOR” the election of each of the two nomineesnominee named below, unless the proxy is marked to withhold authority to so vote. If anythe nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. EachThe nominee has consented to being named in this proxy statement and to serve if elected.
Name of Director/Nominee | Age | Principal Occupation | Director Since | ||||
Donald P. Hutchison(1) | 61 | Investor | 2006 | ||||
Allan Leinwand(1) | 51 | CTO, ServiceNow, Inc. | 2013 |
Name of Director/Nominee | | | Age | | | Principal Occupation | | | Director Since |
Donald Hutchison(1) | | | 64 | | | Investor | | | 2006 |
(1) | Member of compensation committee. |
Donald P. Hutchison. Mr. Hutchison has served on our Board since April 2006. Since 2002, Mr. Hutchison’s principal employment has been as an angel investor in start-up technology companies. From 2006 to 2008, Mr. Hutchison was the Co-Founder and Chairman of the Board of Directors of Recurrent Energy LLC, a solar energy provider. Prior to that, Mr. Hutchison served as the Chief Executive Officer and Chairman of the Board of work.com, a joint venture established by Dow Jones and Excite@Home. Mr. Hutchison previously served in senior positions at Excite@Home (At Home Corporate), a former Internet broadband provider acquired by Ask Jeeves, and NETCOM On-Line Communications Services, Inc., a former Internet services provider acquired by ICG Communications. Mr. Hutchison previously served as a member of the board of directors of many privately-held companies, including W&W Communications, Inc., a fabless semiconductor company, which was acquired by Cavium, Inc. Mr. Hutchison holds a B.A. in Economics from the University of California, Santa Barbara, and an M.B.A. in Finance and Organizational Development from Loyola Marymount University. Mr. Hutchison brings to our Board significant experience analyzing and investing in other technology companies, as well as management and leadership experience as a former founder and executive of technology companies.
Allan Leinwand. Mr. Leinwand has served on our Board since October 2013. Since 2012, Mr. Leinwand has served as VP and CTO, Cloud Platform and Infrastructure, of ServiceNow, Inc., an enterprise cloud computing company. From 2010 to 2012 Mr. Leinwand was CTO – Infrastructure of Zynga Inc., an online and mobile games company, where he oversaw all areas of cloud computing infrastructure. Prior to that, from 2006 to 2010, Mr. Leinwand was a venture partner for Panorama Capital. Mr. Leinwand was also the founder and CEO of Vyatta, Inc., a software-defined networking company that was acquired by Brocade Communications Systems, Inc. in 2012. He was also co-founder, president, and CEO of Proficient Networks, Inc., a network optimization solutions provider, and earlier served as CTO and VP of engineering at Telegis Networks, Inc., an infrastructure facilities provider, and Digital Island, Inc., a telecommunications provider. Mr. Leinwand spent seven years at Cisco Systems, Inc., a global IT and networking company, where he was most recently manager of consulting engineering. He started his career as an Internet engineer at Hewlett-Packard Company. He has been an adjunct professor at the University of California at Berkeley, where he taught courses on computer network management and design. He holds a B.S. in Computer
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Science from the University of Colorado at Boulder. Mr. Leinwand’s technology expertise and knowledge of SaaS applications and cloud computing, combined with his executive and entrepreneurial background, make him a valuable addition to our Board.
Name of Director | Age | Principal Occupation | Director Since | ||||
Class I Directors: | |||||||
L. Gordon Crovitz(1)(2) | 59 | Founder, Journalism Online; | 2012 | ||||
Brian Kinion(1) | 51 | CFO, Upwork | 2017 | ||||
Daina Middleton(1)(2) | 52 | CEO, Ansira | 2014 | ||||
Class III Directors: | |||||||
James J. Barrese(1) | 49 | Independent director and advisor | 2013 | ||||
Christopher Lien | 51 | Founder, CEO, Marin Software Incorporated | 2006 |
Name of Director | | | Age | | | Principal Occupation | | | Director Since |
Class I Directors: | | | | | | | |||
L. Gordon Crovitz(1)(2) | | | 62 | | | Founder, Journalism Online | | | 2012 |
Daina Middleton(1)(2)(3) | | | 55 | | | Chief Executive Officer, Britelite Immersive | | | 2014 |
Class III Directors: | | | | | | | |||
Brian Kinion(1) | | | 54 | | | Chief Financial Officer, MX Technologies, Inc. | | | 2017 |
Christopher Lien | | | 54 | | | Founder, CEO, Marin Software Incorporated | | | 2006 |
(1) | Member of audit committee. |
(2) | Member of nominating and corporate governance committee. |
(3) | Member of compensation committee. |
Brian Kinion. Mr. Kinion has served as a member of our Board since June, 2017. Mr. Kinion is currently the Chief Financial Officer at Upwork, since November 2017. From March 2016 to April 2017, Mr. Kinion was the chief financial officer at Marketo, a marketing software automation platform. Prior to that role, Mr. Kinion served as a Vice-President and Group Vice President of Finance at Markeo from June 2013 to March 2016. From June 2002 to June 2013, Brian held a variety of finance leadership roles at SuccessFactors, a SaaS human resources management system acquired by SAP; CoTherix, Inc., a biopharmaceutical company acquired by Actelion Pharmaceuticals), ClearSwift, an information security company; and DigitalThink, an elearning enterprise solutions company acquired by Convergys Corporation. He began his career as an auditor at KPMG LLP. Mr. Kinion holds a B.S. in accounting and an M.B.A. from St. Mary’s College of California. Mr. Kinion brings to our Board his 25 years of experience in leading finance organizations in public and private companies during periods of rapid growth and cash constraints, and expertise in SaaS and cloud business models, reporting and planning at high growth subscription businesses.
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Ms. MiddletonGroup, an arm of Gryphon Investors, and, from May 2014 until January 2016, was the Head of Business Marketing at Twitter, Inc., a social media and communications platform, from May 2014 until January 2016.platform. Before joining Twitter, she was Chief Executive Officer of Performics, Inc., a performance marketing agency, from January 2010 to May 2014. Prior to that, Ms. Middleton served as Senior Vice President at Moxie Interactive, an interactivea digital creative agency. Ms. Middleton began her marketing agency, from 2008 to 2010, and earlier in her career at Hewlett-Packard, where she worked at Hewlett-Packard for 16 years in advertising and marketing roles of increasing responsibility. Ms. Middleton received a B.S. in Technical Journalism from Oregon State University. Ms. Middleton brings to our Board her expertise in the digital marketing space built over more than 20 years in the industry as well as her experience in general management and executive leadership.
James J. Barrese.
business models, reporting and planning at high growth subscription businesses.
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Pursuant to oura prior director compensation policy, on the date of the annual stockholder’s meeting, non-employee directors are eligible to receive an option to purchase our common stock having an aggregate full grant date fair value of $150,000, with such option vesting in full on the first anniversary of the date of grant. For 2017,fiscal 2019, our compensation committee revised the director compensation policy to reduceprovide that, on the date of the annual stockholder’s meeting, non-employee directors are eligible to receive an option to purchase our common stock having an aggregate full grant date fair value of $40,000, with such option vesting in full on the first anniversary of the date of grant. For fiscal 2020, our Board further revised the director compensation policy to provide that, for fiscal 2020, each non-employee director would instead be awarded a special restricted stock unit (“RSU”) award covering a number of shares of common stock having an aggregate full grant date fair value of $120,000, with such RSUs vesting as to one-third of the total number of shares on the date of our annual meeting of stockholders held in each of 2021, 2022 and 2023. Pursuant to the revised policy, each non-employee director was granted an RSU award covering 83,916 shares of our common stock issuable to directors given the trading range of our common stock at that time, our compensation committee reduced the size of the grant to an option to purchase 8,572 shares of common stock (reflecting our 1-for-7 reverse stock split effectuated on October 5, 2017),in fiscal 2020, which optionRSU award had a grant date fair value of $46,161$121,678 as indicated in the table below.
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||
James J. Barrese | — | 46,161 | — | 46,161 | ||||||||
L. Gordon Crovitz | — | 46,161 | — | 46,161 | ||||||||
Donald P. Hutchison | — | 46,161 | — | 46,161 | ||||||||
Brian Kinion | — | 28,531 | — | 28,531 | ||||||||
Allan Leinwand | — | 46,161 | — | 46,161 | ||||||||
Daina Middleton | — | 46,161 | — | 46,161 |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) |
L. Gordon Crovitz | | | — | | | 121,678 | | | — | | | 121,678 |
Donald P. Hutchison | | | — | | | 121,678 | | | — | | | 121,678 |
Brian Kinion | | | — | | | 121,678 | | | — | | | 121,678 |
Daina Middleton | | | — | | | 121,678 | | | — | | | 121,678 |
(1) | Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with ASC 718 for |
Name | | | Grant Date | | | Option Awards(1) | | | Stock Awards(1) | |
| | 8/17/20(2) | | | — | | | 83,916 | ||
| | 5/ | | | | |||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/8/17(3) | | | ||||||
| | 5/ | | | | |||||
| | 4/22/15(3) | | | ||||||
| | 5/ | | | | |||||
| ||||||||||
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Donald P. Hutchison | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/8/17(3) | | | ||||||
| | 5/ | | | | |||||
| | 4/22/15(3) | | | ||||||
| | 5/12/14(3) | | | ||||||
| | 9/14/12(4) | | | 2,858 | | | |||
| | 1/31/13(5) | | | 4,286 | | | |||
| | 1/31/13 | | | 100 | | | |||
| | | | | | |||||
Brian Kinion | | | 8/ | | | | | 83,916 | ||
| 5/ | | | | ||||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 8/15/17(3) | | | ||||||
| ||||||||||
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Daina Middleton | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/8/17(3) | | | ||||||
| | 5/10/16(3) | | | 8,572 | | | |||
| | 4/22/15(3) | | | 6,886 | | | |||
| | 10/13/14(7) | | 4,286 | | |
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(1) | All stock options and RSU awards expire 10 years after the date of grant. These stock options and RSU awards also provide that, in the event of a “change of control,” all of the shares of our common stock subject to such stock option or RSU award will immediately vest, and the right of repurchase with respect to any unvested shares shall lapse, in full as of the effectiveness of the change of control. All historic stock option awards listed in this table have been adjusted to reflect our 1-for-7 reverse stock split effectuated on October 5, 2017. |
(2) |
(3) | The stock option was granted pursuant to the 2013 |
The stock option was granted pursuant to the 2006 Equity Incentive Plan (the “2006 Plan”) and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option |
The stock option was granted pursuant to the 2006 Plan and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option vested over a three-year period with one-third vesting on each anniversary of the vesting commencement date and is fully vested. |
The stock option was granted pursuant to the 2006 Plan and was immediately exercisable in full upon grant. In the event the grantee exercised unvested shares subject to the option, the unvested shares would be subject to a right of repurchase in our favor at the option exercise price. The stock option vested in its entirety on the first anniversary of the vesting commencement date. |
The stock option was granted pursuant to the 2013 Plan and |
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PricewaterhouseCoopers
Fees Billed to Marin | Fiscal 2016 | Fiscal 2017 | ||||
Audit fees(1) | $ | 870,000 | $ | 1,032,339 | ||
Audit-related fees(2) | — | 145,000 | ||||
Tax fees(3) | 68,000 | 73,500 | ||||
Other fees(4) | — | 3,900 | ||||
Total fees | $ | 938,000 | $ | 1,231,200 |
Fees Billed to Marin | | | Fiscal 2019 | | | Fiscal 2020 |
Audit fees(1) | | | $741,900 | | | $792,900 |
Audit-related fees | | | — | | | — |
Tax fees(2) | | | 5,200 | | | 70,363 |
Total fees | | | $747,100 | | | $863,263 |
(1) | “Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States). |
(2) |
“Tax fees” include fees for tax compliance and advice, and encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits. In fiscal |
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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Percentage ownership of our common stock is based on 5,747,92510,936,306 shares of our common stock outstanding on March 16, 2018.February 19, 2021. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed shares of our common stock subject to options and restricted stock units that are currently exercisable or subject to settlement or that will become exercisable or subject to settlement within 60 days of March 16, 2018February 15, 2021 to be outstanding and to be beneficially owned by the person or entity for the purpose of computing the percentage ownership of that person. We did not deem these as outstanding for the purpose of computing the percentage ownership of any other person.
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent Owned | ||||
Directors and Named Executive Officers | ||||||
James J. Barrese(1) | 32,436 | * | ||||
L. Gordon Crovitz(2) | 45,247 | * | ||||
Donald P. Hutchison(3) | 79,633 | 1.4 | ||||
Brian Kinion(4) | 7,444 | * | ||||
Bradley Kinnish(5) | 11,628 | * | ||||
Allan Leinwand(6) | 32,436 | * | ||||
Christopher Lien(7) | 324,412 | 5.6 | ||||
Daina Middleton(8) | 28,316 | * | ||||
Wister Walcott(9) | 73,724 | 1.3 | ||||
All officers and directors as a group (9 persons)(10) | 627,832 | 11.1 | ||||
5% or Greater Stockholders | ||||||
Benchmark Capital Partners VI, L.P(11) | 553,502 | 9.6 | ||||
Entities affiliated with DAG Ventures(12) | 543,024 | 9.5 | ||||
ESW Capital, LLC(13) | 1,204,128 | 20.1 |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percent Owned |
Directors and Named Executive Officers | | | | | ||
L. Gordon Crovitz(1) | | | 57,117 | | | * |
Donald P. Hutchison(2) | | | 105,105 | | | 1.0 |
Brian Kinion(3) | | | 32,916 | | | * |
Christopher Lien(4) | | | 336,178 | | | 3.1 |
Daina Middleton(5) | | | 53,788 | | | * |
Wister Walcott(6) | | | 133,755 | | | 1.2 |
Robert Bertz | | | 5,911 | | | * |
All officers and directors as a group (7 persons)(7) | | | 724,770 | | | 6.4 |
5% or Greater Stockholders | | | | | ||
Benchmark Capital Partners VI, L.P(8) | | | 553,502 | | | 5.1 |
* | Represents beneficial ownership of less than 1% of our outstanding shares of common stock. |
(1) | Consists of |
(2) |
Consists of (a) 37,011 shares of our common stock held directly by the Hutchison Family Trust, of which Mr. Hutchison is a co-trustee, (b) 7,028 shares of our common stock held by Glasgow Investments, LLC and (c) |
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Consists of |
Consists of (a) |
Consists of |
Consists of (a) |
Includes (a) |
Based on information contained in a Schedule |
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Name | | | Age | | | Position |
Christopher Lien | | | 54 | | Chief Executive Officer | |
| | 57 | | Chief Financial Officer | ||
Wister Walcott | | | 54 | | EVP, Product and Technology |
Our Board chooses executive officers, who then serve at the board’s discretion. There is no familial relationship between any of the directors or executive officers and any other director or executive officer of the Company.
Bradley Kinnish
Texas Austin.
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Our named executive officers for fiscal year 20172020 were:
Named Executive Officer | | | Annual Base Salary |
Christopher Lien, Chief Executive Officer | | | $400,000 |
Wister Walcott, Executive Vice President, Product and Technology | | | $300,000 |
Robert Bertz, Chief Financial Officer | | | $275,000 |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | ||||||||||||||||
Christopher Lien(4) | 2017 | 400,000 | — | — | — | 200,000 | 31,143 | (5) | 633,603 | |||||||||||||||
Founder, Chief Executive Officer | 2016 | 147,179 | — | — | 60,794 | (6) | 110,484 | 608 | (7) | 319,065 | ||||||||||||||
Bradley Kinnish(8) | 2017 | 186,461 | — | 190,004 | 182,778 | 41,806 | 7,139 | (9) | 608,188 | |||||||||||||||
Chief Financial Officer | 2016 | — | — | — | — | — | — | — | ||||||||||||||||
Wister Walcott(10) | 2017 | 300,000 | — | — | — | 112,500 | 3,862 | (11) | 416,362 | |||||||||||||||
EVP, Product & Technology | 2016 | 105,769 | — | — | 264,679 | 39,617 | 198 | (12) | 410,263 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($) | | | Total ($) |
Christopher Lien Founder, Chief Executive Officer | | | 2020 | | | 370,000 | | | 200,000 | | | — | | | — | | | — | | | 30,259(8) | | | 600,259 |
| 2019 | | | 400,000 | | | — | | | — | | | 123,682(7) | | | 300,000 | | | 32,651(9) | | | 856,333 | ||
Wister Walcott EVP, Product & Technology | | | 2020 | | | 277,500 | | | 75,000 | | | — | | | — | | | — | | | 3,337(10) | | | 355,837 |
| 2019 | | | 300,000 | | | — | | | 180,000(5) | | | — | | | 112,500 | | | 3,283(11) | | | 595,783 | ||
Robert Bertz* Chief Financial Officer | | | 2020 | | | 254,375 | | | 68,750 | | | — | | | — | | | — | | | 21,938(12) | | | 345,063 |
| 2019 | | | 169,861 | | | — | | | 143,200(6) | | | — | | | 35,859 | | | 15,488(13) | | | 364,408 |
* | Mr. Bertz was appointed as our Chief Financial Officer as of December 5, 2019. |
(1) | The amounts in this column represent the cash bonuses that the Board determined to pay for services rendered in fiscal 2020. Neither the Board nor the compensation committee established an annual cash bonus plan for fiscal 2020 due to the uncertainty of the effects of the COVID-19 pandemic on the Company’s business. In February 2021, following a review of the Company’s and managemenet’s performance for fiscal 2020 and to incentivize management retention, the Board determined to pay each of the named executive officers a cash bonus in amount equal to 50% of the annual bonus target for each named executive officer that was previously established by the Board for the prior year ended December 31, 2019, and which was calculated based on the annual base salary of each named executive officer in effect at the start of 2020. Such annual bonus targets were 100% of annual base salary for Mr. Lien and 50% of annual base salary for each of Mr. Walcott and Mr. Bertz. Each of these cash bonuses was paid in fiscal 2021. |
(2) | The amount shown in this column represents the grant date fair value of |
The amounts shown in this column represent the grant date fair value of the stock options granted to the named executive officers during |
The amounts in this column represent total performance-based bonuses earned for services rendered in fiscal |
(5) |
(6) |
(7) | Represents a stock option award with respect to 60,000 shares made at the discretion of the compensation committee on May 13, 2019, which vests as follows: 25% of the shares vested on May 13, 2020 and the remainder vest annually over the next three years thereafter subject to Mr. Lien |
Includes |
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(9) | Includes |
(10) |
Includes |
Includes |
(12) | Includes $18,799 in medical insurance premiums coverage that we paid on Mr. Bertz’s behalf, $2,753 in premiums paid by us for long-term disability benefits and $386 in premiums paid by us for group term life insurance benefits. |
(13) | Includes $13,911 in medical insurance premiums coverage that we paid on Mr. Bertz’s behalf, $1,297 in premiums paid by us for long-term disability benefits and $280 paid by us for group term life insurance benefits. |
2020.
Option Awards | Stock Awards | |||||||||||||||||
Number of Securities Underlying Unexercised Options (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of restricted stock units that have not vested (#) | Market Value of restricted stock units that have not vested ($)(2) | ||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||
Christopher Lien | 6,846 | 297 | (3) | 68.18 | 5/11/24 | — | — | |||||||||||
7,821 | 2,607 | (4) | 45.36 | 3/8/25 | — | — | ||||||||||||
8,572 | — | 15.05 | 5/9/26 | — | — | |||||||||||||
36,776 | — | 49.35 | 5/7/22 | — | — | |||||||||||||
Bradley Kinnish | — | 28,572 | (5) | 13.30 | 4/6/27 | 14,286 | (6) | 156,432 | ||||||||||
Wister Walcott | 12,322 | 20,536 | (7) | 17.15 | 9/6/26 | — | — |
| | Option Awards | | | Stock Awards | |||||||||||||
| | Number of Securities Underlying Unexercised Options (#)(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Restricted Stock Units That Have Not Vested (#) | | | Market Value of Restricted Stock Units That Have Not Vested ($)(2) | ||||
Name | | | Exercisable | | | Unexercisable | | |||||||||||
Christopher Lien | | | 7,143 | | | — | | | 68.18 | | | 5/11/24 | | | — | | | — |
| 10,428 | | | — | | | 45.36 | | | 3/8/25 | | | — | | | — | ||
| 8,572 | | | — | | | 15.05 | | | 5/9/26 | | | — | | | — | ||
| 36,776 | | | — | | | 49.35 | | | 5/7/22 | | | — | | | — | ||
| 15,000 | | | 45,000(3) | | | 4.00 | | | 5/12/29 | | | | | ||||
Wister Walcott | | | 32,858 | | | — | | | 17.15 | | | 9/6/26 | | | 22,500(4) | | | 45,450 |
| | | | | | | | | 33,750(5) | | | 68,175 | ||||||
Robert Bertz | | | | | | | | | | | 15,000(6) | | | 30,300 | ||||
| | | | | | | | | 15,000(7) | | | 30,300 |
(1) | Outstanding equity awards |
(2) | The market value of the unvested shares subject to the RSU |
(3) | The stock option award was granted in May |
(4) |
The shares of our common stock subject to the |
The |
(6) | The shares of our common stock subject to the RSU award vested as to 5,000 of the shares subject to the |
(7) | The shares of our common stock subject to the RSU award vested as to 5,000 of the shares subject to the RSU award on December 9, 2020. The remaining shares subject to the RSU award will vest on an equal annual basis on each anniversary thereafter over the next three years so long as Mr. Bertz continues to provide services to the company, such that the RSU award will be fully vested on December 9, 2023. |
Bradley Kinnish. We entered into an offer letter agreement with Mr. Kinnish, our Chief Financial Officer, in March 2017. Pursuant to the Offer Letter, Mr. Kinnish was to serve as the Vice President of Finance and Acting Chief
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Financial Officer with an initial base salary established at $240,000 per year. In addition, Mr. Kinnish was eligible to receive a bonus targeted at 30% of his annual base salary, prorated for the portion of fiscal 2017 that he was employed at the Company. On April 7, 2017, in accordance with the terms of his offer letter, Mr, Kinnish was granted a stock option to purchase 28,572 shares of our common stock at an exercise price of $13.30 per share, which was equal to the fair market value of our common stock on the date the option was granted as determined by our board of directors. This option is subject to vesting, with 25% of the shares of our common stock vesting on the first anniversary of the vesting commencement date and the remainder vesting monthly over the remaining three years, such that the sharescause, subject to the option would be fully vested in August 2021. In addition, on April 7, 2017, Mr. Kinnish was granted 14,286 restricted stock units (“RSUs”), which are subject to vesting, with 25% of the RSUs vesting on the first anniversary of the vesting commencement date and the remainder vesting monthly over the remaining three years, such that the RSUs would be fully vested in April 7, 2021. In June 2017, our Board appointed Mr. Kinnish to serve as our Chief Financial Officer. In December 2017, the compensation committee resolved to increase Mr. Kinnish’s base salary to $275,000 per year with eligibility to receive a bonus targeted at 50% of his base salary. Mr. Kinnish’s employment is at will and may be terminated at any time, with or without cause.
severance obligations described below.
• | Term: |
• | Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, Mr. Lien would be entitled to receive severance benefits equal to nine months of his then current annual base salary, 75% of his annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for nine months. |
• | Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the |
• | Term: The agreement became effective on April 12, 2018 for an initial three-year term and, in accordance with its terms, automatically renewed for an additional three year beginning as of April 12, |
• | Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, the |
• | Termination in connection with a change in control. In the event of a qualifying termination, following a change in control (as defined in the severance agreement) of our Company, the executive would be entitled to receive severance benefits equal to 12 months of his then-current annual base salary, 100% of the executive’s annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for 12 months. In addition, the shares underlying all unvested equity awards held by him immediately prior to such termination will become vested and exercisable in full. |
• | Term: The agreement became effective on January 28, 2021 and terminates upon the earlier of January 28, 2024 or the date employment is terminated for a reason other than a “qualifying termination.” A “qualifying termination” is defined as (1) a “change in control qualifying termination”, or a separation occurring within three months preceding or 12 months following a change in control resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason; or (2) a separation that is not a “change in control qualifying termination” resulting from termination of the individual’s employment for any reason other than cause or the individual voluntarily resigning his employment for good reason. The agreement shall automatically renew and continue in effect for three year periods from each scheduled expiration date, unless the Company provides notice of non-renewal at least three months prior to a scheduled expiration date. |
• | Termination other than in connection with a change in control. In the event of a termination without cause other than in connection with a change in control, the executive would be entitled to receive severance benefits equal to six months of his |
• | Termination in connection with a change in control. In |
each executive officer.
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in connection with the change in control agreements, Mr. Walcotteach named executive officer must execute a full waiver and release of all claims in our favor. In addition to the benefits described in the tables below, upon termination of employment Mr. Walcotteach executive officer may be eligible for other benefits that are generally available to all salaried employees, such as life insurance, long-term disability, and 401(k) benefits.
Wister Walcott | |||
Termination after Change of Control: | |||
Cash severance(1) | $ | 150,000 | |
Post-termination COBRA reimbursement(2) | — | ||
Acceleration of Stock Options(3) | — | ||
Total | $ | 150,000 | |
Termination not in connection with Change of Control: | |||
Cash severance(1) | $ | 150,000 | |
Post-termination COBRA reimbursement(2) | — | ||
Total | $ | 150,000 |
| | Chris Lien | | | Wister Walcott | | | Robert Bertz | |
Termination after Change of Control: | | | | | | | |||
Cash Severance(1) | | | $1,200,000 | | | $450,000 | | | $412,500 |
Post-termination COBRA Reimbursement(2) | | | 47,952 | | | — | | | 21,943 |
Acceleration of Stock Options and RSUs(3) | | | — | | | 113,625 | | | 60,600 |
Total | | | $1,247,952 | | | $563,625 | | | $495,043 |
| | | | | | ||||
Termination not in connection with Change of Control: | | | | | | | |||
Cash Severance(4) | | | $600,000 | | | $225,000 | | | $206,250 |
Post-termination COBRA Reimbursement(5) | | | 23,976 | | | — | | | 10,972 |
Total | | | $623,976 | | | $225,000 | | | $217,222 |
(1) | Mr. Lien would receive 18 months of base salary and 150% of his annual target bonus. Mr. Walcott and Mr. Bertz would each receive 12 months of base salary and 100% of his annual target bonus. |
(2) | Mr. Lien would receive 18 months of COBRA benefits reimbursement and Mr. Bertz would receive 12 months of COBRA benefits reimbursement. Mr. Walcott elected not to receive benefits from the Company that would be eligible for continuation under COBRA. As a result, Mr. Walcott would not be eligible for post-termination COBRA benefits reimbursement. |
(3) | As of December 31, 2020, Mr. Walcott had 56,250 unvested RSUs and Mr. Bertz had 30,000 unvested RSUs. The closing price of our common stock on The Nasdaq Global Market as of December 31, 2020 was $2.02. |
(4) | Mr. Lien would receive nine months of base salary and 75% of his annual target bonus; Mr. Walcott and Mr. Bertz would each receive six months of base salary and 50% of his target bonus. |
(5) | Mr. Lien would receive nine months of COBRA benefits reimbursement and Mr. Bertz would receive six months of |
COBRA benefits reimbursement. Mr. Walcott elected not to receive benefits from the Company that would be eligible for continuation under COBRA. As a result, Mr. Walcott would not be eligible for post-termination COBRA benefits reimbursement. |
In addition to the arrangements described above, upon a termination of employment Mr. Walcott is eligible to receive any benefits accrued under our broad-based benefit plans in accordance with those plans and policies.
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Plan category | Number of securities to be issued upon exercise of outstanding options and restricted stock units(#) | Weighted-average exercise price of outstanding options ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#) | ||||||
(a) | (b) | (c) | |||||||
Equity compensation plans approved by security holders | 1,003,354 | (1) | 37.60 | (2) | 1,180,793 | (3) | |||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 1,003,354 | 37.60 | 1,180,793 |
Plan category | | | Number of securities to be issued upon exercise of outstanding options and restricted stock units(#) | | | Weighted- average exercise price of outstanding options ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))(#) |
| | (a) | | | (b) | | | (c) | |
Equity compensation plans approved by security holders | | | 1,394,948(1) | | | 23.57(2) | | | 1,268,173(3) |
Equity compensation plans not approved by security holders | | | — | | | — | | | — |
Total | | | 1,394,948 | | | 23.57 | | | 1,268,173 |
(1) | Excludes purchase rights accruing under the 2013 ESPP. |
(2) | The weighted average exercise price relates solely to shares subject to outstanding stock options, as shares subject to restricted stock units have no exercise price. |
(3) | Consists of |
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During 2017, we employed Donald Hutchison’s son, Patrick Hutchison, as a product marketing manager. During 2017, Patrick Hutchison was paid $135,427 in base salary and a performance bonus in the amount of $9,181. In addition, Patrick Hutchison was granted an RSU award covering 2,000 shares of our common stock in fiscal 2017.
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us.
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certain RSU awards previously granted to Mr. Bertz.
www.shareholder@broadridge.com.
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This year, a number of brokers with account holders who are our stockholders will be “householding” our 20172020 Form 10-K for and proxy materials. A set of our 20172020 Form 10-K and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge, either by calling toll-free (800) 542-1061,(866) 540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
399-2580.
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