Check the appropriate box: o o o ☒ o o
Marin Software Incorporated
Check the appropriate box: o o o ☒ o o
Marin Software Incorporated
☒ | | | No fee required. | |||
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | |||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | |||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | |||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | |||
| | (5) | | | Total fee paid: | |
| | | | |||
| | Fee paid previously with preliminary materials. | ||||
| | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
| | (1) | | | Amount Previously Paid: | |
| | | | |||
| | (2) | | | Form, Schedule or Registration Statement No.: | |
| | | | |||
| | (3) | | | Filing Party: | |
| | | | |||
| | (4) | | | Date Filed: | |
| | | |
March 21, 2019
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, | |
| |||
| |||
| | 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 May 1, 2019June 2, 2021 at 9:30 a.m. Pacific Daylight Time MRIN2019MRIN2021 (the “Annual Meeting”) twoone Class III directorsII director of Marin Software Incorporated, each to serve until the 20222024 annual meeting of stockholders and until his successor has been elected and qualified or until his earlier resignation or removal. 2019.2021. 3.4. March 19, 2019April 15, 2021 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. prior to March 29, 2019,through our transfer agent, Computershare Trust Company, N.A., by email through their website at www.computershare.com/contactus or by phone at (800) 962-4284, or on March 29, 2019 and thereafter, our new transfer agent, Broadridge Corporate Issuer Solutions, Inc., by email through theirits website atwww.shareholder@broadridge.com or by phone at (877) 830-4936.March 21, 2019. April 22, 2021. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 1, 2019June 2, 2021: Our proxy statement and Annual Report on Form 10-K for the year ended December 31, 20182020 are available at www.proxyvote.com.
Christopher Lien Christopher Lien
Chief Executive Officer
San Francisco, CaliforniaMarch 21, 2019
20192021 ANNUAL MEETING OF STOCKHOLDERS
by emailing a request to legal@marinsoftware.com. Votes submitted by telephone or Internet must be received by 11:59 pm Eastern Daylight Time on vote with respect to 20192021 ANNUAL MEETING OF STOCKHOLDERSMarch 21, 201920192021 Annual Meeting of Stockholders of Marin Software Incorporation (“we,” “our,” “us” or the “Company”) to be held on May 1, 2019,June 2, 2021, at 9:30 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 21, 2019.April 22, 2021. Our Annual Report on Form 10-K for the year ended December 31, 20182020 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, 20182020 are available at www.proxyvote.com.March 19, 2019April 15, 2021 (the “Record Date”), will be entitled to vote at the Meeting. At the close of business on March 19, 2019,April 15, 2021, we had 5,953,60110,967,328 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.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 III directorsII director named in this proxy statement (Proposal No. 1) and 2019 (Proposal No. 2). 2021.•vote at the Meeting—by following the instructions at www.virtualshareholdermeeting.com/MRIN2019, where stockholders may vote and submit questions during the Meeting. The Meeting starts at 9:30 a.m. Pacific Daylight Time on May 1, 2019. Please have your 16-Digit Control Number to join the Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;April 30, 2019.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” your2all 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.(i)(1) signing and returning a proxy card with a later date, (ii)(2) delivering a written notice of revocation to Broadridge, 51 Mercedes Way, Edgewood,
3
4
5
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, 2018. Specifically, Compensia was engaged to:
During the year ended December 31, 2018 (“fiscal 2018”), 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 2018 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
6
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 2018,2020, the plan grant administrator consisted of the chief executive officer and the head of people.chief 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.
NoneOther than Mr. Hutchison, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by our Board and the total number of meetings held by all committees of the Board on which such director served (during the period that such director served on the Board and any committee thereof).
7
27, 2020.
8
9
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 | ||
Brian Kinion(1) | 52 | CFO, Upwork | 2017 | ||
Christopher Lien | 52 | Founder, CEO, Marin Software Incorporated | 2006 |
Name of Director/Nominee | | | Age | | | Principal Occupation | | | Director Since |
Donald Hutchison(1) | | | 64 | | | Investor | | | 2006 |
(1) |
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 Marketo 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 platform 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.
Christopher Lien. Mr. Lien is our founder, Chief Executive Officer, and chairman of our Board. From May 2014 until September 2015, Mr. Lien served as executive chairman, and from the founding of the Company in 2006 to May 2014, he served as our Chief Executive Officer. Mr. Lien returned to serve as our Chief Executive Officer in August 2016. Mr. Lien has been a member of our Board since 2006. Previously, Mr. Lien served as Chief Operating Officer of Adteractive, Inc., an online performance marketing company, from 2004 to 2005. In 2001, Mr. Lien co-founded and served as Chairman and Chief Financial Officer of Sugar Media, Inc., a broadband services platform, until its acquisition in 2003 by 2Wire, Inc., a leading supplier of DSL equipment and services, which was subsequently acquired by Pace plc in 2010. Prior to that, Mr. Lien served in various capacities at BlueLight.com, LLC, Kmart Corporation’s e-commerce and Internet service provider subsidiary from 2000 to 2001, including as Chief Financial Officer and acting Chief Executive Officer. Prior to BlueLight.com, Mr. Lien spent 10 years at various investment banks, including Morgan Stanley and Evercore Partners, with his last role as Managing Director. Mr. Lien holds an A.B. from Dartmouth College, where he was
10
elected as a member of Phi Beta Kappa, and an M.B.A. from the Stanford Graduate School of Business. Mr. Lien’s presence as a director brings his thorough knowledge of our company into our Board’s strategic and policy-making discussions. He brings his extensive experience in finance, digital marketing and executive roles in the information technology industry into deliberations regarding our strategy and operations.
The directors who are serving for terms that end following the Meeting, and their ages, occupations and length of Board service as of February 15, 2019, are provided in the table below. Additional biographical descriptions of each such director are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of each of our nominees that led to the conclusion that each director should continue to serve as a director at this time.
Name of Director | Age | Principal Occupation | Director Since | ||||||
Class I Directors: | |||||||||
L. Gordon Crovitz(1)(2) | 60 | Founder, Journalism Online; | 2012 | ||||||
Daina Middleton(1)(2)(3) | 53 | CEO, Ansira | 2014 | ||||||
Class II Directors: | |||||||||
Donald Hutchison(3) | 62 | Investor | 2006 |
Member of compensation committee. |
L. Gordon Crovitz. Mr. Crovitz has served as a member of our Board since May 2012. In February 2018, Mr. Crovitz co-founded and currently serves as the co-CEO of NewsGuard Technologies, a provider of information about the news brands consumers access online. Between September 2016 and April 2017, Mr. Crovitz served as the Interim CEO of Houghton Mifflin Harcourt Company, a global learning company. In 2009, Mr. Crovitz became a partner at NextNews Ventures, which invests in early-stage news and information companies. Mr. Crovitz also co-founded Journalism Online, LLC, a provider of e-commerce solutions for publishers, in April 2009. From 2008 until April 2009, Mr. Crovitz was an active angel investor in, and advisor to, privately held media and technology companies. Prior to that, Mr. Crovitz worked at Dow Jones & Company, Inc. from 1980 until 2007 in a variety of positions, most recently as a publisher of The Wall Street Journal and executive vice president. Mr. Crovitz is a member of the boards of directors of Dun & Bradstreet, Inc., which he joined in 2014, and Houghton Mifflin Harcourt Company, which he joined in 2012. He is also a member of the boards of directors of Association of American Rhodes Scholars, Blurb, Inc., and Business Insider, Inc., each of which is a privately held entity. Mr. Crovitz holds an A.B. in Politics, Economics, Rhetoric and Law from the University of Chicago, a B.A. in Jurisprudence from the University of Oxford and a J.D. from Yale Law School. Mr. Crovitz brings to our Board a diversity of distinguished experiences and seasoned business acumen, particularly extensive experience in the media and publishing industries. His service on a number of boards of directors provides an important perspective on corporate governance matters, including best practices established at other companies.
Daina Middleton. Ms. Middleton has served on our Board since October 2014. Since January 2016, Ms. Middleton has been an organization effectiveness coach with the Larcen Consulting Group. Prior to this role, Ms. Middleton was the Head of Business Marketing at Twitter, Inc., a social media and communications platform, from May 2014 until January 2016. 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 interactive marketing agency, from 2008 to 2010, and earlier in her career, 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.
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,
11
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.
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. |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||
James J. Barrese | — | 25,578 | — | 25,578 | ||||||||
L. Gordon Crovitz | — | 25,578 | — | 25,578 | ||||||||
Donald P. Hutchison | — | 25,578 | — | 25,578 | ||||||||
Brian Kinion | — | 25,578 | — | 25,578 | ||||||||
Allan Leinwand | — | 25,578 | — | 25,578 | ||||||||
Daina Middleton | — | 25,578 | — | 25,578 |
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 |
12
Name | | | Grant Date | | | Option Awards(1) | ||||
| | Stock Awards(1) | ||||||||
L. Gordon Crovitz | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/ | | 8,572 | | | ||||
| | 5/10/16(3) | | | ||||||
| | 4/22/15(3) | | | 6,943 | | | |||
| | 5/12/14(3) | | | | | ||||
| | | | | | |||||
Donald P. Hutchison | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/ | | 8,572 | | | ||||
| | 5/10/16(3) | | | ||||||
| | 4/22/15(3) | | | ||||||
| | 5/12/14(3) | | | ||||||
| | 9/14/12(4) | | | ||||||
| | 1/31/13(5) | | | 4,286 | | | |||
| | 1/31/13 | | | 100 | | | |||
| | | | | | |||||
Brian Kinion | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | | ||||||
| | 8/15/17 | | | 7,444 | | | |||
| | | | |||||||
Daina Middleton | | | 8/17/20(2) | | | | | |||
| | | | 16,900 | | | ||||
| | 4/12/18(3) | | 8,572 | | | ||||
| | 5/ | | 8,572 | | | ||||
| | 5/10/16(3) | | | ||||||
| | 4/22/15(3) | | | 6,886 | | | |||
| | 10/13/14(7) | | 4,286 | | |
(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 Plan and vested or will vest in its entirety on the first anniversary of the vesting commencement date. |
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 |
13
PricewaterhouseCoopers LLP audited our consolidated financial statements, andGrant Thornton LLP provided various other services during fiscal 20172019 and a portion of fiscal 2018. Grant Thornton audited our financial statements and provided various other services during fiscal 2018. 2020.
Fees Billed to Marin | Fiscal 2017 | Fiscal 2018 | ||||
Audit fees(1) | $ | 1,032,339 | $ | 982,500 | ||
Audit-related fees(2) | 145,000 | — | ||||
Tax fees(3) | 73,500 | 75,200 | ||||
Other fees(4) | 3,900 | 3,900 | ||||
Total fees | $ | 1,231,200 | $ | 1,061,600 |
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 |
(2) | “ |
14
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
15
Percentage ownership of our common stock is based on 5,940,34210,936,306 shares of our common stock outstanding on February 15, 2019.19, 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 February 15, 20192021 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 | ||||||
L. Gordon Crovitz(1) | 53,819 | * | ||||
Donald P. Hutchison(2) | 88,205 | 1.5 | ||||
Brian Kinion(3) | 16,016 | * | ||||
Bradley Kinnish(4) | 43,988 | * | ||||
Christopher Lien(5) | 326,584 | 5.4 | ||||
Daina Middleton(6) | 36,888 | * | ||||
Wister Walcott(7) | 102,504 | 1.7 | ||||
All officers and directors as a group (7 persons)(8) | 666,004 | 10.8 | ||||
5% or Greater Stockholders | ||||||
Benchmark Capital Partners VI, L.P(9) | 553,502 | 9.3 | ||||
Entities affiliated with DAG Ventures(10) | 543,024 | 9.1 | ||||
ESW Capital, LLC(11) | 579,000 | 9.7 |
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 (a) |
(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) |
(3) | Consists of |
(4) | Consists of (a) |
16
Consists of |
(6) | Consists of (a) 89,647 shares of our common stock, (b) 32,858 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of February 15, |
Includes (a) |
Based on information contained in a Schedule 13G/A filed with the SEC by Benchmark Capital on February |
17
Name | | | Age | | | Position |
Christopher Lien | | | | | Chief Executive Officer | |
| | | | Chief Financial Officer | ||
Wister Walcott | | | | | 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.
18
Our named executive officers for fiscal 20182020 were:
The following table provides information regarding
August 1, 2020. In January 2021, the Board approved restoring, effective as of January 1, 2021, the annual base salaries of the Company’s senior management, including the named exerutive officers, to the annual base salaries that were in effect prior to the original salary reductions that became effective as of June 1, 2020. Effective as of January 1, 2021, the annual base salaries of each of the named executive officers is as follows:
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 | 2018 | 400,000 | — | — | — | 288,000 | 32,617(4 | ) | 720,617 | |||||||||||||||
Founder, Chief Executive Officer | 2017 | 400,000 | — | — | — | 200,000 | 33,603(5 | ) | 633,603 | |||||||||||||||
Bradley Kinnish | 2018 | 275,000 | — | — | 238,651 | 99,000 | 9,016(6 | ) | 621,667 | |||||||||||||||
Chief Financial Officer | 2017 | 186,461 | — | 190,004 | 182,778 | 41,806 | 7,139(7 | ) | 608,188 | |||||||||||||||
Wister Walcott | 2018 | 300,000 | — | 297,000 | — | 108,000 | 2,837(8 | ) | 707,837 | |||||||||||||||
EVP, Product & Technology | 2017 | 300,000 | — | — | — | 112,500 | 3,862(9 | ) | 416,362 |
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) | Represents an RSU award with respect to 45,000 shares made at |
(6) | Represents two RSU awards made to Mr. Bertz in 2019. The first RSU award with respect to 20,000 shares was made at the discretion of |
(7) |
(8) | Includes |
19
Includes |
Includes |
(11) | Includes $2,863 in premiums paid by us for long-term disability benefits, and $420 in premiums paid by us for group term life insurance benefits. |
(12) | Includes $18,799 in medical insurance premiums coverage that we paid on Mr. |
Includes |
2020.
Option Awards | Stock Awards | |||||||||||||||||
Number of Securities Underlying Unexercised Options(#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of restricted stock units that have not vested (#) | Market Value of restricted stock units that have not vested ($)(2) | ||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||
Christopher Lien | 7,143 | — | 68.18 | 5/11/24 | — | — | ||||||||||||
10,211 | 217 | (3) | 45.36 | 3/8/25 | — | — | ||||||||||||
8,572 | — | 15.05 | 5/9/26 | — | — | |||||||||||||
36,776 | — | 49.35 | 5/7/22 | — | — | |||||||||||||
Bradley Kinnish | 13,096 | 15,476 | (4) | 13.30 | 4/6/27 | 10,714 | (5) | 56,891 | ||||||||||
19,229 | 51,771 | (6) | 7.40 | 3/6/28 | ||||||||||||||
Wister Walcott | 19,852 | 13,006 | (7) | 17.15 | 9/6/26 | 45,000 | (8) | 238,950 |
| | Option Awards | | | Stock Awards | |||||||||||||
| | Number of Securities Underlying Unexercised Options (#)(1) | | | Option Exercise Price ($) | | | 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 |
(4) |
The shares of our common stock subject to the |
(5) | The shares of our common stock subject to the RSU award vested as to 11,250 of the shares subject to the RSU award on May 13, 2020. The remaining shares subject to the RSU award vest on an equal annual basis on each anniversary thereafter over the next three years so long as Mr. Walcott continues to provide services to the company, such that the RSU award will be fully vested on May 13, 2023. |
(6) | 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 May 7, 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 May 7, 2023. |
(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. |
20
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 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 RSUs, which are subject to vesting, with 25% of the RSUs vesting on each anniversary of the vesting commencement date, such that the RSUs would be fully vested on 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. |
21
• | 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, Mr. Lien would be entitled to receive severance benefits equal to 18 months of his then-current annual base salary, 150% of his annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for 18 months. In addition, the shares underlying all unvested equity awards held by him or her immediately prior to such termination will become vested and exercisable in full. |
Messrs. Kinnish’s andMr. Walcott’s Severance and Change in Control Agreements provideand Severance Agreement provides as follows:
• | 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, the executive would be entitled to receive severance benefits equal to six months of his then current annual base salary, 50% of the executive’s annual target bonus at the then-current rate, and the monthly benefits premium under COBRA for six 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 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 |
• | 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 then current annual base salary (which previously had been three months), 50% of the executive’s annual target bonus at the then-current rate (which previously had been 25%), and the monthly benefits premium under COBRA for six |
• | 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 (which previously had been six months), 100% of the executive’s annual target bonus at the then-current rate |
Chris Lien | Brad Kinnish | Wister Walcott | |||||||
Termination after Change of Control: | |||||||||
Cash Severance(1) | $ | 1,200,000 | $ | 412,000 | $ | 450,000 | |||
Post-termination COBRA Reimbursement(2) | 45,783 | 8,560 | — | ||||||
Acceleration of Stock Options and RSUs(3) | — | 56,891 | 238,950 | ||||||
Total | $ | 1,245,783 | $ | 477,451 | $ | 638,950 | |||
Termination not in connection with Change of Control: | |||||||||
Cash Severance(4) | $ | 600,000 | $ | 206,000 | $ | 225,000 | |||
Post-termination COBRA reimbursement(5) | 22,892 | 4,280 | — | ||||||
Total | $ | 622,892 | $ | 210,530 | $ | 225,000 |
| | 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 | | | $217,222 |
(1) | Mr. Lien would receive 18 months of base salary and 150% of his annual target |
22
(2) | Mr. Lien would receive 18 months of COBRA benefits reimbursement and Mr. |
(3) | As of December 31, |
(4) | Mr. Lien would receive nine months of base salary and 75% of his annual target bonus; |
(5) | Mr. Lien would receive nine months of COBRA benefits reimbursement and Mr. |
In addition to the arrangements described above, upon a termination of employment Mr. Walcott is eligible to receive any benefits accrued under our broad-based benefit plans in accordance with those plans and policies.
23
Plan category | Number of securities to be issued upon exercise of outstanding options and restricted stock units(#) | Weighted-average exercise price of outstanding options ($) | 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 | 1,270,169 | (1) | 29.58 | (2) | 1,049,220 | (3) | |||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | 1,270,169 | 29.58 | 1,049,220 |
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 |
24
25
26
Bertz.
27
Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee, or nominee. Your electronic delivery enrollment will be effective until you cancel it. Prior to March 29, 2019, stockholders who are record owners of shares of our common stock may call Computershare at (800) 733-5001 or visit www-us.computershare.com/investor/Contact with questions about electronic delivery. On March 29, 2019 and thereafter, stockholdersStockholders who are record owners of shares of our common stock may call our new transfer agent Broadridge Corporate Issuer Solutions, Inc. at (877) 830-4936 or visit www.shareholder@broadridge.com.
399-2580.
28