☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
| | Proposal | | | Affirmative Vote Required for Approval | | | Broker Discretionary Voting Allowed? | | | Board Recommendation | |
1. | | | Election of Directors | | | Affirmative vote of a plurality of the votes entitled to be cast | | | No | | | FOR each Nominee |
2. | | | Ratification of the Appointment of the Company’s Independent Auditors | | | Majority of shares represented at the meeting virtually or by proxy and entitled to vote | | | Yes | | | FOR |
3. | | | Approval, on an Advisory Basis, of the Frequency of Advisory Votes to Approve Named Executive Officer Compensation | | | Majority of shares represented at the meeting virtually or by proxy and entitled to vote | | | No | | | EVERY YEAR |
4. | | | Advisory Vote to Approve Named Executive Officer Compensation | | | Majority of shares represented at the meeting virtually or by proxy and entitled to vote | | | No | | | FOR |
Name | | Fees earned or paid in cash ($) | | Total ($) | | Fees earned or paid in cash ($) | | Fees earned or paid in RSUs ($) | | Total ($) | |||||
Gregory H. A. Baxter(1) | | 80,000 | | 80,000 | | 80,000 | | 70,000 | | 150,000 | |||||
H. C. Charles Diao(2) | | 112,500 | | 112,500 | | 112,500 | | 37,500 | | 150,000 | |||||
Ashley D. Frushone(3) | | 106,667 | | 106,667 | |||||||||||
Peggy H. Hebard(4) | | 115,000 | | 115,000 | |||||||||||
Arnold Zimmerman(5) | | 90,000 | | 90,000 | |||||||||||
Yavor Efremov(3) | | 45,000 | | 60,000 | | 105,000 | |||||||||
Ashley D. Frushone(4) | | 90,000 | | 60,000 | | 150,000 | |||||||||
Assia Grazioli-Venier(5) | | 67,500 | | 60,000 | | 127,500 | |||||||||
Peggy H. Hebard(6) | | 22,500 | | — | | 22,500 | |||||||||
Stephen Usher(7) | | 60,000 | | 70,000 | | 130,000 | |||||||||
Arnold Zimmerman(8) | | 90,000 | | 60,000 | | 150,000 |
(1) | Mr. Baxter received $80,000 cash and 1,464 RSUs valued at $70,000, composed of Board member fees. |
(2) | Mr. Diao received $112,500 cash and 785 RSUs valued at $37,500, composed of Board member fees |
(3) |
(4) | Ms. |
(5) | Ms. Venier received $67,500 cash and 1,255 RSUs valued at $60,000, composed of Board member fees and Audit Committee fees. |
(6) | Ms. Hebard received $22,500 cash, composed of |
Mr. Usher received $60,000 cash and 1,464 RSUs valued at $70,000, composed of Board member fees. |
(8) | Mr. Zimmerman received $90,000 cash and 1,255 RSUs valued at $60,000, composed of Board member fees |
Name of Beneficial Holder(1) | | | Position or Title of Beneficial Holder | | | Shares Beneficially Owned | | | Percentage of Share Beneficially Owned |
Standard General L.P.(2)(3) | | | Principal Stockholder | | | 4,042,280 | | | 21.2% |
Thrivent Financial for Lutherans(4) | | | Principal Stockholder | | | 1,584,069 | | | 8.3% |
ETF Managers Group LLC(5) | | | Principal Stockholder | | | 1,157,968 | | | 6.1% |
Lawrence S. Wexler (6) | | | President & Chief Executive Officer | | | 431,569 | | | 2.3% |
Robert M. Lavan(7) | | | Senior Vice President, Chief Financial Officer | | | 87,070 | | | * |
Graham Purdy(8) | | | Senior Vice President & Chief Operating Officer | | | 185,191 | | | * |
Louie Reformina(9) | | | Chief Business Development Officer | | | 18,110 | | | * |
Gregory H.A. Baxter(10) | | | Director | | | 48,607 | | | * |
H. C. Chareles Diao(11) | | | Director | | | 58,728 | | | * |
David Glazek(12) | | | Director | | | 10,095 | | | * |
Assia Grazioli-Venier | | | Director | | | — | | | * |
Stephen Usher(12) | | | Director | | | 611 | | | * |
Ashley Davis Frushone | | | Director | | | 263 | | | * |
Arnold Zimmerman(13) | | | Director | | | 59,857 | | | * |
Directors and Executive Officers as a Group (13 persons)(14) | | | | | 935,879 | | | 4.8% |
Name of Beneficial Holder(1) | | | Position or Title of Beneficial Holder | | | Shares Beneficially Owned | | | Percentage of Share Beneficially Owned |
Standard General L.P.(2)(3) | | | Principal Stockholder | | | 2,344,280 | | | 12.8% |
Thrivent Financial for Lutherans(4) | | | Principal Stockholder | | | 1,539,553 | | | 8.4% |
Lord, Abbet & Co. LLC(5) | | | Principal Stockholder | | | 1,093,853 | | | 6.0% |
BlackRock, Inc.(6) | | | Principal Stockholder | | | 981,476 | | | 5.4% |
ETF Managers Group LLC(7) | | | Principal Stockholder | | | 915,335 | | | 5.0% |
Yavor Efremov(8) | | | President & Chief Executive Officer, Director | | | — | | | * |
Brittani N. Cushman(9) | | | Senior Vice President, General Counsel and Secretary | | | 42,872 | | | * |
Robert M. Lavan(10) | | | Former Senior Vice President, Chief Financial Officer | | | 55,500 | | | * |
Graham Purdy(11) | | | Senior Vice President & Chief Operating Officer | | | 171,530 | | | * |
Luis Reformina(12) | | | Senior Vice President, Chief Financial Officer | | | 33,940 | | | * |
Gregory H.A. Baxter(13) | | | Director | | | 48,607 | | | * |
H. C. Charles Diao(14) | | | Director | | | 44,638 | | | * |
David Glazek(15) | | | Director | | | 10,095 | | | * |
Assia Grazioli-Venier | | | Director | | | — | | | * |
Stephen Usher | | | Director | | | 611 | | | * |
Ashley Davis Frushone | | | Director | | | 263 | | | * |
Lawrence S. Wexler (16) | | | Director | | | 476,223 | | | 2.5% |
Arnold Zimmerman(17) | | | Director | | | 59,857 | | | * |
| | | | | | ||||
Directors and Executive Officers as a Group (14 persons)(18) | | | | | 948,806 | | | 5.1% |
* | Indicates less than 1% |
(1) | Unless otherwise noted, the address for the persons listed in this column is 5201 Interchange Way Louisville, Kentucky 40229. |
(2) | This information is based solely on a review of a stock ownership report on Schedule |
(3) | Soohyung Kim is the Managing Partner and Chief Investment Officer of Standard General L.P. and a director of the general partner of Standard General L.P. Mr. Kim may be deemed to beneficially own and have shared voting and/or investment control over, the shares directly and indirectly beneficially owned by Standard General |
(4) | This information is based solely on a review of a stock ownership report on Form 13G/A filed by this shareholder with the SEC on February |
(5) | This information is based solely on a review of a |
(6) | This information is based solely on a review of a report on Form 13G filed by this shareholder with the SEC on February 4, 2022. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. |
(7) | This information is based solely on a review of a stock ownership report on Form 13G/A filed by this shareholder with the SEC on August 9, 2021. The address for ETF Managers Group LLC is 30 Maple Street, Suite 2, Summit, NJ 07091. |
Mr. Efremov became President & Chief Executive Officer effective January 11, 2022. |
(9) | Includes |
Includes |
Includes |
Includes |
Includes 14,344 shares subject to exercisable stock options. |
Includes |
Includes 102,320 shares subject to exercisable stock options. Mr. Wexler retired as Chief Executive Officer, effective January 10, 2022, and continues to serve on the Board following his retirement. |
(17) | Held by the Arnold Zimmerman Revocable Trust of which Mr. Zimmerman is the trustee. |
Includes |
Name and Principal Position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Stock Awards ($)(2) | | | Non-equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Lawrence S. Wexler President & Chief Executive Officer | | | 2020 | | | 797,474 | | | 88,200 | | | 215,325 | | | 1,100,000 | | | 25,188 | | | 2,226,187 |
| 2019 | | | 753,975 | | | 554,865 | | | 1,206,010 | | | 266,000 | | | 26,891 | | | 2,807,741 | ||
| | | | | | | | | | | | | | ||||||||
Robert Lavan Senior Vice President & Chief Financial Officer | | | 2020 | | | 424,039 | | | 165,375 | | | — | | | 580,000 | | | 14,457 | | | 1,183,871 |
| 2019 | | | 350,000 | | | 718,980 | | | 26,930 | | | 131,000 | | | 14,000 | | | 1,240,910 | ||
| | | | | | | | | | | | | | ||||||||
Graham Purdy Senior Vice President & Chief Operating Officer | | | 2020 | | | 406,901 | | | 48,510 | | | 96,525 | | | 560,000 | | | 16,018 | | | 1,127,954 |
Executive Name | | | 2021 Annual Base Salary | | | 2022 Annual Base Salary |
Lawrence S. Wexler | | | $753,975 | | | N/A |
Luis Reformina | | | $365,000 | | | $365,000 |
Graham A. Purdy | | | $455,000 | | | $500,000 |
Brittani N. Cushman | | | $340,000 | | | $350,200 |
Robert M. Lavan | | | $450,000 | | | N/A |
Executive Name | | | 2021 Target Annual Bonus (% of Base Salary) | | | 2021 Annual Bonus Paid |
Lawrence S. Wexler | | | 100% | | | $678,500 |
Luis Reformina | | | 50% | | | $135,000 |
Graham A. Purdy | | | 75% | | | $325,000 |
Brittani N. Cushman | | | 50% | | | $170,000 |
Robert M. Lavan | | | 75% | | | N/A |
Executive Name | | | Number of PRSUs | | | Grant Date Value of PRSUs | | | Number of Stock Options | | | Grant Date Value of Stock Options |
Lawrence S. Wexler | | | 10,500 | | | $543,375 | | | 15,900 | | | $218,943 |
Luis Reformina | | | 5,000 | | | $258,750 | | | 16,500 | | | $218,685 |
Graham A. Purdy | | | 6,500 | | | $336,375 | | | 9,000 | | | $123,930 |
Brittani N. Cushman | | | 6,000 | | | $310,500 | | | 7,000 | | | $96,390 |
Robert M. Lavan | | | 5,000 | | | $258,750 | | | 9,500 | | | $130,815 |
Name and Principal Position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Stock Awards ($)(2) | | | Non-equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Lawrence S. Wexler President & Chief Executive Officer | | | 2021 | | | 753,975 | | | 218,943 | | | 543,375 | | | 678,500 | | | 22,088 | | | 2,216,881 |
| 2020 | | | 797,474 | | | 88,200 | | | 215,325 | | | 1,100,000 | | | 25,188 | | | 2,226,187 | ||
| 2019 | | | 753,975 | | | 554,865 | | | 1,206,010 | | | 266,000 | | | 26,891 | | | 2,807,741 | ||
Luis Reformina Senior Vice President & Chief Financial Officer | | | 2021 | | | 352,885 | | | 218,685 | | | 258,750 | | | 135,000 | | | 14,300 | | | 979,620 |
Graham Purdy Senior Vice President & Chief Operating Officer | | | 2021 | | | 455,000 | | | 123,930 | | | 336,375 | | | 325,000 | | | 16,420 | | | 1,256,725 |
| 2020 | | | 406,901 | | | 48,510 | | | 96,525 | | | 560,000 | | | 16,018 | | | 1,127,954 | ||
Brittani Cushman Senior Vice President, General Counsel and Secretary | | | 2021 | | | 340,010 | | | 96,390 | | | 310,500 | | | 170,000 | | | 14,069 | | | 930,969 |
Robert Lavan Senior Vice President & Chief Financial Officer | | | 2021 | | | 147,115 | | | 130,815 | | | 258,750 | | | — | | | 21,393 | | | 558,073 |
| 2020 | | | 424,039 | | | 165,375 | | | — | | | 580,000 | | | 14,457 | | | 1,183,871 | ||
| 2019 | | | 350,000 | | | 718,980 | | | 26,930 | | | 131,000 | | | 14,000 | | | 1,240,910 |
(1) | Option Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K. |
(2) | Stock Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K. |
(3) | Performance bonuses in respect of a given year were generally determined in February of the following year and paid shortly thereafter. The amounts reflected include the amounts earned for the given year, regardless of when paid. |
(4) | For 2021, Messrs. Wexler, Purdy and Lavan received a contribution to the Restoration Plan of $7,788, $2,120 and $7,093, respectively. For the same period, Messrs. Wexler, Reformina, Purdy and Lavan each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,300, while Ms. Cushman received $14,069. For 2020, Messrs. Wexler, Purdy and Lavan received a contribution to the Restoration Plan of $10,938, $1,768 and $2,598, respectively. For the same period, Messrs. Wexler and Purdy each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,250, while Mr. Lavan received $11,859. For 2019, Mr. Wexler received a contribution to the Restoration Plan of $12,891. For the same period, Messrs. Wexler and Lavan each received a matching contribution under our 401(k) defined contribution plan (including a discretionary contribution equal to 1% of base salary) of $14,000. |
| | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan(2) | | | All Other Stock Awards: Number of | | | Grant Date Fair Value of Shares Stock and | ||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Stock or Units (#)(2) | | | Option Awards ($) |
Lawrence S Wexler | | | N/A | | | — | | | $678,500 | | | — | | | — | | | — | | | — | | | — | | | — |
| | 2/18/2021 | | | — | | | — | | | — | | | | | 10,500 | | | | | | | $543,375 | ||||
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 15,900 | | | $218,943 | |
Luis Reformina | | | N/A | | | — | | | $135,000 | | | — | | | — | | | — | | | — | | | — | | | — |
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | 5,000 | | | — | | | — | | | $258,750 | |
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,500 | | | $61,965 | |
| | 5/3/2021 | | | — | | | — | | | — | | | — | | | 12,000 | | | — | | | 12,000 | | | $156,720 | |
Graham A. Purdy | | | N/A | | | — | | | $325,000 | | | — | | | — | | | — | | | — | | | — | | | — |
| | 2/18/2021 | | | — | | | — | | | — | | | | | 6,500 | | | — | | | | | $336,375 | |||
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,000 | | | $123,930 | |
Brittani N. Cushman | | | N/A | | | — | | | $170,000 | | | — | | | — | | | — | | | — | | | — | | | — |
| | 2/18/2021 | | | — | | | — | | | — | | | | | 6,000 | | | | | | | $310,500 | ||||
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,000 | | | $96,390 | |
Robert M. Lavan | | | N/A | | | — | | | $337,500 | | | — | | | — | | | — | | | — | | | — | | | — |
| | 2/18/2021 | | | — | | | — | | | — | | �� | — | | | 5,000 | | | — | | | — | | | $258,750 | |
| | 2/18/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,500 | | | $130,815 |
(1) | Represents annual bonus opportunities at target level achievement. There is no threshold or maximum annual bonus opportunity. The amounts actually paid for the 2021 fiscal year are included in the 2021 column of the summary compensation table. |
(2) | Stock Awards reflect the grant date fair value of each award, determined in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to vesting conditions. For stock awards with performance-based conditions, the grant date value reflects the probable outcome of the performance conditions as determined on the grant date. For additional information on the assumptions made in the valuation for the awards reflected in this column, please see Note 17 to our Consolidated Financial Statements as of and for the year ended December 31, 2021 in our Annual Report on Form 10-K. |
| | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | |||||||||||||||||||||||||||||||||
Name | | Date of Grant | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Date of Grant | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | ||||||||||||||
Lawrence S. Wexler | | 8/8/2014(1) | | 4,695 | | — | | 3.83 | | 8/8/2024 | | — | | — | | 8/8/2014(1) | | 4,695 | | — | | 3.83 | | 8/8/2024 | | — | | — | ||||||||||||||
| 3/31/2017(3) | | — | | — | | — | | — | | 31,500 | | 491,400 | | 3/31/2017(3) | | — | | — | | — | | — | | 31,500 | | 491,400 | |||||||||||||||
| 5/17/2017(2)(4) | | 16,819 | | — | | 15.41 | | 5/17/2027 | | — | | — | | 5/17/2017(2)(4) | | 16,819 | | — | | 15.41 | | 5/17/2027 | | — | | — | |||||||||||||||
| 3/7/2018(3) | | — | | — | | — | | — | | 30,000 | | 636,300 | | 3/7/2018(3) | | — | | — | | — | | — | | 30,000 | | 636,300 | |||||||||||||||
| 3/7/2018(2)(5) | | 17,755 | | 8,745 | | 21.21 | | 3/7/2028 | | — | | — | | 3/7/2018(2)(5) | | 26,500 | | — | | 21.21 | | 3/7/2028 | | — | | — | |||||||||||||||
| 3/20/2019(2)(7) | | 12,070 | | 23,430 | | 47.58 | | 3/20/2029 | | — | | — | | 3/20/2019(2)(7) | | 23,785 | | 11,715 | | 47.58 | | 3/20/2029 | | — | | — | |||||||||||||||
| 3/20/2019(3) | | — | | — | | — | | — | | 23,500 | | 1,118,130 | | 3/20/2019(3) | | — | | — | | — | | — | | 23,500 | | 1,118,130 | |||||||||||||||
| 3/18/2020(2)(8) | | — | | 20,000 | | 14.85 | | 3/18/2030 | | — | | — | | 3/18/2020(2)(8) | | 6,800 | | 13,200 | | 14.85 | | 3/18/2030 | | — | | — | |||||||||||||||
| 3/18/2020(3) | | — | | — | | — | | — | | 14,500 | | 215,325 | |||||||||||||||||||||||||||||
Robert M. Lavan | | 3/7/2018(3) | | — | | — | | — | | — | | 8,500 | | 180,285 | ||||||||||||||||||||||||||||
| 3/7/2018(2)(5) | | 6,030 | | 2,970 | | 21.21 | | 3/7/2028 | | — | | — | |||||||||||||||||||||||||||||
| 3/13/2018(2)(6) | | 26,000 | | — | | 21.49 | | 3/13/2028 | | — | | — | |||||||||||||||||||||||||||||
| 3/20/2019(2)(7) | | 15,640 | | 30,360 | | 47.58 | | 3/20/2029 | | — | | — | |||||||||||||||||||||||||||||
| 3/18/2020(2)(8) | | — | | 37,500 | | 14.85 | | 3/18/2030 | | — | | — | |||||||||||||||||||||||||||||
Graham Purdy | | 8/25/2011(1) | | 62,591 | | — | | 3.83 | | 8/25/2021 | | — | | — | ||||||||||||||||||||||||||||
| 8/8/2014(1) | | 5,216 | | — | | 3.83 | | 8/8/2024 | | — | | — | |||||||||||||||||||||||||||||
| 3/31/2017(3) | | — | | — | | — | | — | | 10,000 | | 156,000 | |||||||||||||||||||||||||||||
| 5/17/2017(2)(4) | | 5,000 | | — | | 15.41 | | 5/17/2027 | | — | | — | |||||||||||||||||||||||||||||
| 3/7/2018(3) | | — | | — | | — | | — | | 12,000 | | 254,520 | |||||||||||||||||||||||||||||
| 3/7/2018(2)(5) | | 5,963 | | 2,937 | | 21.21 | | 3/7/2028 | | — | | — | |||||||||||||||||||||||||||||
| 3/20/2019(2)(7) | | 1,870 | | 3,630 | | 47.58 | | 3/20/2029 | | — | | — | |||||||||||||||||||||||||||||
| 3/20/2019(3) | | — | | — | | — | | — | | 9,500 | | 452,010 | |||||||||||||||||||||||||||||
| 3/18/2020(2)(8) | | — | | 11,000 | | 14.85 | | 3/18/2030 | | — | | — | |||||||||||||||||||||||||||||
| 3/18/2020(3) | | — | | — | | — | | — | | 6,500 | | 96,525 |
| | Option Awards | | | Stock Awards | ||||||||||||||||
Name | | | Date of Grant | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) |
| | 3/18/2020(3) | | | — | | | — | | | — | | | — | | | 14,500 | | | 215,325 | |
| | 2/18/21(2)(9) | | | — | | | 15,900 | | | 51.75 | | | 2/18/2031 | | | | | |||
| | 2/18/21(3) | | | — | | | — | | | — | | | — | | | 10,500 | | | 543,375 | |
Luis Reformina | | | 10/24/19(2)(7) | | | 16,750 | | | 8,250 | | | 20.89 | | | 10/24/2029 | | | — | | | — |
| | 3/18/2020(2)(8) | | | 1,360 | | | 2,640 | | | 14.85 | | | 3/18/2030 | | | — | | | — | |
| | 3/18/2020(3) | | | — | | | — | | | — | | | — | | | 4,000 | | | 59,400 | |
| | 2/18/21(2)(9) | | | — | | | 4,500 | | | 51.75 | | | 2/18/2031 | | | — | | | — | |
| | 2/18/21(3) | | | — | | | — | | | — | | | — | | | 5,000 | | | 258,750 | |
| | 5/3/21(2)(9) | | | — | | | 12,000 | | | 47.76 | | | 5/3/2031 | | | — | | | — | |
Robert M. Lavan | | | 3/7/2018(3) | | | — | | | — | | | — | | | — | | | 8,500 | | | 180,285 |
| | 3/20/2019(2)(7) | | | 46,000 | | | — | | | 47.58 | | | 3/20/2029 | | | — | | | — | |
| | 2/18/21(2)(9) | | | 9,500 | | | — | | | 51.75 | | | 2/18/2031 | | | — | | | — | |
| | 2/18/21(3) | | | — | | | — | | | — | | | — | | | 5,000 | | | 258,750 | |
Graham Purdy | | | 8/8/2014(1) | | | 5,216 | | | — | | | 3.83 | | | 8/8/2024 | | | — | | | — |
| | 3/31/2017(3) | | | — | | | — | | | — | | | — | | | 10,000 | | | 156,000 | |
| | 5/17/2017(2)(4) | | | 5,000 | | | — | | | 15.41 | | | 5/17/2027 | | | — | | | — | |
| | 3/7/2018(3) | | | — | | | — | | | — | | | — | | | 12,000 | | | 254,520 | |
| | 3/7/2018(2)(5) | | | 8,900 | | | — | | | 21.21 | | | 3/7/2028 | | | — | | | — | |
| | 3/20/2019(2)(7) | | | 3,685 | | | 1,815 | | | 47.58 | | | 3/20/2029 | | | — | | | — | |
| | 3/20/2019(3) | | | — | | | — | | | — | | | — | | | 9,500 | | | 452,010 | |
| | 3/18/2020(2)(8) | | | 3,740 | | | 7,260 | | | 14.85 | | | 3/18/2030 | | | — | | | — | |
| | 3/18/2020(3) | | | — | | | — | | | — | | | — | | | 6,500 | | | 96,525 | |
| | 2/18/2021(2)(9) | | | — | | | 9,000 | | | 51.75 | | | 2/18/2031 | | | — | | | — | |
| | 2/18/2021(3) | | | — | | | — | | | — | | | — | | | 6,500 | | | 336,375 | |
Brittani Cushman | | | 2/10/2017(2)(4) | | | 20,000 | | | — | | | 13.00 | | | 2/10/2027 | | | — | | | — |
| | 3/31/2017(3) | | | — | | | — | | | — | | | — | | | 5,000 | | | 78,000 | |
| | 5/17/2017(2)(4) | | | 3,250 | | | — | | | 15.41 | | | 5/17/2027 | | | — | | | — | |
| | 3/7/2018(2)(5) | | | 4,500 | | | — | | | 21.21 | | | 3/7/2028 | | | — | | | — | |
| | 3/7/2018(3) | | | — | | | — | | | — | | | — | | | 5,000 | | | 106,050 | |
| | 3/20/2019(2)(7) | | | 3,216 | | | 1,584 | | | 47.58 | | | 3/20/2029 | | | — | | | — | |
| | 3/20/2019(3) | | | — | | | — | | | — | | | — | | | 6,000 | | | 285,480 | |
| | 3/18/2020(2)(8) | | | 2,040 | | | 3,960 | | | 14.85 | | | 3/18/2030 | | | — | | | — | |
| | 3/18/2020(3) | | | — | | | — | | | — | | | — | | | 10,000 | | | 148,500 | |
| | 2/18/2021(2)(9) | | | — | | | 7,000 | | | 51.75 | | | 2/18/2031 | | | — | | | — | |
| | 2/18/2021(3) | | | — | | | — | | | — | | | — | | | 6,000 | | | 310,500 |
(1) | Options to purchase shares of our stock granted pursuant to the 2006 Plan. |
(2) | Options to purchase shares of our stock granted pursuant to the 2015 Plan. |
(3) | Performance-based restricted stock units granted under our 2015 Plan. Performance-based restricted stock units vest 5 years from the grant date upon the Company’s achievement of certain levels of return on invested capital. |
(4) | Options to purchase shares of our stock vest 34% on January 1, 2018, 33% on January 1, 2019 and 33% on January 1, 2020. |
(5) | Options to purchase shares of our stock vest 34% on January 1, 2019, 33% on January 1, 2020 and 33% on January 1, 2021. |
(6) | Options to purchase shares of our stock granted pursuant to his 2018 Employment Agreement. 34% vested at grant and 33% vest on each of January 1, 2019 and 2020. |
(7) | Options to purchase shares of our stock vest 34% on January 1, 2020, 33% on January 1, 2021 and 33% on January 1, 2022. |
(8) | Options to purchase shares of our stock vest 34% on January 1, 2021, 33% on January 1, 2022 and 33% on January 1, 2023. |
(9) | Options to purchase shares of our stock vest 34% on January 1, 2022, 33% on January 1, 2023 and 33% on January 1, 2024. |
Name | | | Number of Options Acquired on Exercise (#) | | | Value Realized on Exercise |
Lawrence S Wexler | | | — | | | — |
Luis Reformina | | | — | | | — |
Graham A. Purdy | | | 62,591 | | | $1,566,857 |
Brittani N. Cushman | | | — | | | — |
Robert M. Lavan | | | 72,500 | | | $1,463,486 |
| | 12 months Salary | | | Average Bonus (24 months prior to termination | | | Cash Severance | | | 12 months COBRA | | | Total | |
Larry Wexler | | | 753,975 | | | 683,000 | | | 1,436,975 | | | 882 | | | 1,437,857 |
Luis Reformina | | | 365,000 | | | 145,000 | | | 510,000 | | | — | | | 510,000 |
Graham Purdy | | | 455,000 | | | 325,000 | | | 780,000 | | | 26,244 | | | 806,244 |
Brittani Cushman | | | 340,000 | | | 150,000 | | | 490,000 | | | 11,952 | | | 501,952 |
| | | | | | | | | | 3,256,053 |
| | 2 times 12 months Salary | | | 2 times the Average Bonus (24 months prior to termination | | | Cash Severance | | | 12 months COBRA | | | Total | |
Larry Wexler | | | 1,507,950 | | | 1,366,000 | | | 2,873,950 | | | 882 | | | 2,874,832 |
Luis Reformina | | | 730,000 | | | 290,000 | | | 1,020,000 | | | — | | | 1,020,000 |
Graham Purdy | | | 910,000 | | | 650,000 | | | 1,560,000 | | | 26,244 | | | 1,586,244 |
Brittani Cushman | | | 680,000 | | | 300,000 | | | 980,000 | | | 11,952 | | | 991,952 |
| | | | | | | | | | 6,473,028 |
Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) | | Weighted- average Exercise Price of Outstanding, Warrants, and Rights (b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) | | Weighted-average Exercise Price of Outstanding, Warrants, and Rights (b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||
Equity compensation plans approved by security holders | | 711,060 | | $19.58 | | 315,702 | ||||||||||||
Equity compensation plans approved by security holder | | 619,835 | | $28.51 | | 1,383,469 | ||||||||||||
Equity compensation plans not approved by security holders | | — | | — | | — | | — | | — | | — | ||||||
Total | | 711,060 | | — | | 315,702 | | 619,835 | | — | | 1,383,469 |
| | AUDIT COMMITTEE | |
| | ||
| | H. C. Charles Diao (Chair) | |
| | Ashley Davis | |
| | Assia Grazioli-Venier | |
| | Arnold Zimmerman |
Name | | Age | | Position or Office | | Held Position Since | | Age | | Position or Office | | Held Position Since | ||||||
David Glazek | | 43 | | Chairman of the Board; Director | | 2012 | | 44 | | Chairman of the Board; Director | | 2012 | ||||||
Lawrence S. Wexler | | 68 | | President & CEO; Director | | 2013 | ||||||||||||
Yavor Efremov | | 49 | | President & CEO; Director | | 2021(1) | ||||||||||||
Gregory H. A. Baxter | | 67 | | Director | | 2006 | | 68 | | Director | | 2006 | ||||||
H.C. Charles Diao | | 63 | | Director | | 2012 | | 64 | | Director | | 2012 | ||||||
Ashley Davis Frushone | | 46 | | Director | | 2018 | | 47 | | Director | | 2018 | ||||||
Assia Grazioli-Venier | | 40 | | Director | | 2021 | | 41 | | Director | | 2021 | ||||||
Stephen Usher | | 54 | | Director | | 2021 | | 55 | | Director | | 2021 | ||||||
Larry Wexler | | 69 | | Director | | 2013(1) | ||||||||||||
Arnold Zimmerman | | 83 | | Director | | 2013 | | 84 | | Director | | 2013 |
(1) | Mr. Wexler served as President and CEO of the Company until January 10, 2022, the day before Mr. Efremov was appointed President and CEO on January 11, 2022. |
| | 2020 | | 2019 | | | 2021 | | 2020 | |||
Audit Fees | | $553,000 | | $528,000 | | $765,500 | | $553,000 | ||||
Audit-related Fees | | 95,100 | | — | | 104,300 | | 95,100 | ||||
Tax Fees | | — | | — | | — | | — | ||||
All Other Fees | | — | | — | | — | | — | ||||
| $648,100 | | $528,000 | | $869,800 | | $648,100 |
| | By Order of the Board of Directors, | | |||
| | | | |||
| | /s/ Brittani N. Cushman | | | ||
| | Brittani N. Cushman Corporate Secretary | | |