SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AND DELINQUENT 16(a) REPORTS
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this Proxy Statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms filed with the SEC, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal year ended December 31, 2021, all2022, there were six untimely filed Section 16(a) filing requirements were satisfied on a timely basis, withreports by the exception of the failure to timely fileCompany’s Section 16(a) reporting persons as follows:
Dr. Short filed one late Form 4 for Robert D. Short III, Ph.D., reporting the withholdingrelating to certain dispositions of shares in June 2021.
Messrs. Larsen, Short, Angelo, Feiner, and O’Brien each filed late Form 4s relating to satisfy income tax and withholding and remittance obligationscertain acquisitions of shares in connection with the net settlement of RSUs (filed with the SEC April 11, 2022).June 2022.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than compensation arrangements of non-employee directors and named executive officers, we describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:
the amounts involved exceeded or will exceed $120,000; and
any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
The audit committee is responsible for reviewing and approving in advance any proposed related person transactions. The audit committee reviews any such proposed related person transactions on a quarterly basis, or more frequently as appropriate. In cases in which a transaction has been identified as a potential related person transaction, management must present information regarding the proposed transaction to the audit committee for consideration and approval or ratification. The audit committee is also responsible for reviewing the Company’s policies with respect to related person transactions and overseeing compliance with such practices.
Kendall Larsen, the Company’s Chairman of the Board of Directors, President and Chief Executive Officer, is married to the Company’s Chief Administrative Officer, Kathleen Larsen. Kathleen Larsen is not an executive officer of the Company. In addition, Kathleen Larsen’s sons, Dustan Sheehan and Joshua Sheehan, are employed by the Company as a (1) Web, Graphics, and Testing Engineer and (2) Director of Global Engineering Operations and Customer Relations, respectively. Neither Dustan Sheehan nor Joshua Sheehan are executive officers of the Company.
Mr. Larsen’s son, Parker Larsen, was promoted tois employed by the Company as a Product Integration Engineer in September 2021.Engineer. Parker Larsen is not an executive officer of the Company.
Robert D. Short III, Ph.D., the Company’s Chief Scientist, is the father-in-law of Corby Hoback, who is employed by the Company as a Director of Software Project Engineer. Corby Hoback is not an executive officer of the Company.
Dr. Short’s son, Dunham Short, was hired by the Company as a Senior Software Engineer in January 2022. Dunham Short is not an executive officer of the Company.
The compensation for all such related persons was approved by the compensation committee, and all such related persons are compensated at a level that the Company believes is comparable to other employees in similar positions of responsibility at comparable companies. Compensation amounts below reflect the aggregate grant date fair value of the stock options computed in accordance with FASB ASC Topic 718. The values of the option grants and stock awards include the value of unvested shares. There can be no assurance that these amounts will ever be realized. For information on the valuation assumptions used in valuing these stock option awards, refer to Note 6 titled “Stock-Based Compensation” in the Note to the Financial Statements contained in the Company’s Annual Report on Form 10-K for fiscal 2021.2022.
2022
During 2022, Kathleen Larsen received an aggregate of $483,337 in the form of salary, an annual incentive bonus of $362,503, $49,500 in the form of option grants, $37,171 in the form of a payout for unused and accrued vacation time and $19,870 in the form of stock awards.
During 2022, Dustan Sheehan received an aggregate of $132,612 in the form of salary, an annual incentive bonus of $58,017, $17,600 in the form of option grants, and $9,935 in the form of stock awards.