Securities Exchange Act of 1934
(Amendment (Amendment No. )
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March 22, 2016
all boxes that apply):
President,
Chief Executive Officer and Director
| | You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account. | | |
June 5, 2024
A list of stockholders of record will be available for inspection by stockholders of record during normal business hours for ten days prior to the Annual Meeting for any legally valid purpose at our corporate headquarters at 8281 Greensboro Drive, Suite 100, Tysons, Virginia 22102.
Corporate Secretary
March 22, 2016
You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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Tysons, Virginia 22102
June 5, 2024
Internet instead of a full set of proxy materials?
Notice, and our Notice of Annual Meeting, proxy statement and Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.
The proxy materials, including the Notice of 2024 Annual Meeting of Stockholders, this Proxy Statement and accompanying proxy card or, for shares held in street name (held for your account by a broker or other nominee), voting instruction form, and the Annual Report on Form 10-K for the year ended December 31, 2023 will be made available to stockholders on the Internet on April 23, 2024.
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voting on all the proposed nominees to the Board and each of the Proposals 2 and 3. Proxies cannot be voted for a greater number of persons than
as follows:
2
Beneficial Owner: Shares Registered in the Name of Broker or Bank
| | We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. | | |
We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
Can I vote my shares by filling out and returning the Notice?
What happens ifApril 9, 2024.
Stockholder of Record: Shares Registered in Your Name
vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a routine matter under applicable rules. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine” under applicable rules but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including
any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal 1 without your instructions, but may vote your shares on Proposal 2 even in the absence of your instruction.
What if I return a proxy card or otherwise vote but do not make specific choices?
Other Agent
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Pursuant14a-8.
of those proposals.
Proposals 1, 3 and 4 are considered to be “non-routine” under NYSE rules and we, therefore, expect broker non-votes to exist in connection with those proposals.
| Proposal No. | | ||||||||||||
| | Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non-Votes | | ||
| 1 | | | Election of | | “FOR” votes from the holders of a majority of the votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the election of directors A majority of votes cast means that each of the seven nominees must receive the affirmative vote of a majority of the votes cast to be duly elected to the Board | | No effect | | No effect | | |||
| ||||||||||||||
2 | | | Ratification of the PricewaterhouseCoopers LLP as our | | | “FOR” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | Not applicable(1) | | ||
| 3 | | | Advisory vote to approve the compensation of our named executive officers | | | “FOR” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the subject matter | | | Against | | | No effect | |
| 4 | | | Advisory vote on the frequency of shareholder advisory votes on executive compensation | | | The frequency receiving the greatest number of votes cast at the Annual Meeting by the holders of shares present in person or represented by proxy and entitled to vote on the subject matter will be deemed to be the frequency preferred by the stockholders | | | No effect | | | No effect | |
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—
Our
The Board presently has six members. There are two directors in the class whose term of
All of our then-current directors attended the 2023 Annual Meeting of Stockholders in person.
Nominees for Election for a Three-Year Term Expiring at the 2019 Annual Meeting
date of this Proxy Statement.
Hugh Panero
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
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Directors Continuing in Office Until the 2017 Annual Meeting
Timothy McAdam, age 47,56, has served as chairman of our Board since April 2015 and has served as a member of our Board since July 2012. Mr. McAdam is a General Partner of Technology Crossover Ventures and has been in the venture capital industry since 1991. Mr. McAdamHe currently serves on the board of directors of Rapid7, Inc., a publicly traded cybersecurity company, and FinancialForce.com, Inc., a cloud-based applications company, Vectra, a cybersecurity company, Oversight, an application software company, Perceptyx, a cloud-based software company, and Aviatrix, an infrastructure cloud software company. Mr. McAdam holds a B.A. in Classics from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business. Our Board believes Mr. McAdam’s experience in building technology companies and his expertise as an investor in such companies qualifies him to serve on the Board.
Ralph Terkowitz
Directors Continuing in Office Until the 2018 Annual Meeting
Mayo Shattuck
| | | | 1 | | | 2 | | | 3 | | | 4 | | | 5(2) | | | 6 | | | 7 | |
| Gender(1) | | | U | | | M | | | M | | | M | | | M | | | M | | | F | |
| Demographic Background | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | | | | | | | | X | | | | | | | | | | |
| Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | | | | | |
| Asian | | | | | | | | | | | | | | | | | | | | | X | |
| Hispanic or LatinX | | | | | | | | | | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | |
| White | | | | | | X | | | X | | | | | | X | | | X | | | | |
| Two or more races or ethnicities | | | | | | | | | | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | | | | | | |
| Did not disclose demographic background | | | X | | | | | | | | | | | | | | | | | | | |
Qualifications and Expertise | | | 1 | | | 2 | | | 3 | | | 4 | | | 5 | | | 6 | | | 7 | |
Financial (Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes.) | | | X | | | X | | | X | | | | | | X | | | X | | | | |
Global Business (Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and abroad perspective on global market opportunities.) | | | X | | | X | | | X | | | | | | | | | | | | X | |
Leadership (Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.) | | | X | | | X | | | X | | | X | | | X | | | X | | | X | |
Mergers and Acquisitions (A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans.) | | | X | | | X | | | X | | | | | | X | | | X | | | X | |
Sales and Marketing (Experience developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.) | | | X | | | | | | X | | | | | | X | | | X | | | | |
Technology (A significant background working in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models.) | | | X | | | X | | | X | | | X | | | X | | | | | | | |
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board. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ,Nasdaq, as in effect from time to time.
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Name | Audit | Compensation | Nominating and Corporate Governance | |||||||||
Donald Clarke | X | * | ||||||||||
Timothy McAdam | X | X | * | |||||||||
Hugh Panero | X | |||||||||||
Mayo Shattuck | X | |||||||||||
Ralph Terkowitz | X | X | * | |||||||||
Stephen Trundle | ||||||||||||
Total meetings in fiscal 2015 | 6 | 1 | 0 |
Below is a description of each committee of the Board.
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | |||||||||
Donald Clarke | | | | | X* | | | | | | | | | | | | | | |
Timothy McAdam | | | | | | | | | | | X | | | | | | X* | | |
Darius G. Nevin | | | | | X | | | | | | X* | | | | | | | | |
Timothy J. Whall | | | | | X | | | | | | | | | | | | | | |
Simone Wu | | | | | | | | | | | X | | | | | | | | |
Rear Admiral (Ret.) Stephen Evans | | | | | | | | | | | | | | | | | X | | |
Stephen Trundle | | | | | | | | | | | | | | | | | | | |
Total meetings in fiscal 2023 | | | | | 4 | | | | | | 6 | | | | | | 4 | | |
Under Rule 10A-3 under
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listing and (3) all independent members within one year of listing. Our Board has determined that eachall of Messrs. Clarke and Panerothe current members of the Audit Committee are independent directors(as defined under NASDAQRule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing rules and under Rule 10A-3 under the Exchange Act and we are relying on the independence phase-in with respect to Mr. Terkowitz.
Act). The Board has also determined that Mr.each of Messrs. Clarke, Whall and Nevin qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Clarke’seach of these members’ level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for publicly and privately held companies.
companies for Messrs. Clarke and Nevin and experience as a chief executive officer with financial oversight responsibilities for publicly and privately held companies for Messrs. Clarke and Whall.
2023.
Hugh Panero
Ralph Terkowitz
Chairman
Darius G. Nevin
Timothy J. Whall
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Officer.Officer and our Vice President, Venture HR Operations. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisorsadvisers or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or
During the past fiscal year,
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally,management. Additional information regarding the Compensation Committee’s process comprises two related elements:processes and procedures, including the determinationrole of compensation levels andconsultants in evaluating the establishment of
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performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analysesamount or form of executive and director compensation, paidcan be found in the “Compensation Discussion and Analysis” section of this Proxy Statement.
incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
appropriate individuals to succeed those positions.
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Stockholder Communications with the Board of Directors
22102. Stockholder communications will be reviewed by one or more employees of the Company designated by the Board, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). All communications directed to the Audit Committee in accordance with our Whistleblower Policy for Accounting and Auditing Matters that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee. We also have a corporate ethics hotline to allow complaints related to questionable accounting or auditing matters. All inquiries made through this hotline are immediately directed to the chairman of the Audit Committee.
In June 2015, the Board documented our governance practices by adopting
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—
Fiscal Year Ended | ||||||||
2015 | 2014 | |||||||
Audit Fees(1) | $ | 1,158,500 | $ | 1,186,497 | ||||
Audit-related Fees(2) | — | 46,500 | ||||||
Tax Fees(3) | 153,314 | 75,227 | ||||||
All Other Fees(4) | 2,600 | 2,600 | ||||||
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|
|
| |||||
Total Fees | $ | 1,314,414 | $ | 1,310,824 |
| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2023 | | | 2022 | | ||||||
Audit Fees(1) | | | | $ | 2,446,658 | | | | | $ | 2,598,500 | | |
Audit-Related Fees(2) | | | | | 294,500 | | | | | | 282,222 | | |
All Other Fees(3) | | | | | 2,000 | | | | | | 900 | | |
Total Fees | | | | $ | 2,743,158 | | | | | $ | 2,881,622 | | |
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Committee.
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4.
| | | Number of Shares Beneficially Owned | | | Percent of Shares Beneficially Owned | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
BlackRock, Inc.(1) | | | | | 8,809,490 | | | | | | 17.6% | | |
The Vanguard Group(2) | | | | | 5,817,244 | | | | | | 11.6% | | |
Brown Capital Management, LLC(3) | | | | | 4,492,512 | | | | | | 9.0% | | |
William Blair Investment Management, LLC(4) | | | | | 2,499,896 | | | | | | 5.0% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Stephen Trundle(5) | | | | | 1,922,058 | | | | | | 3.8% | | |
Steve Valenzuela(6) | | | | | 21,460 | | | | | | * | | |
Jeffrey Bedell(7) | | | | | 532,378 | | | | | | 1.1% | | |
Daniel Kerzner(8) | | | | | 128,101 | | | | | | * | | |
Daniel Ramos(9) | | | | | 26,959 | | | | | | * | | |
Timothy McAdam(10) | | | | | 99,965 | | | | | | * | | |
Donald Clarke(11) | | | | | 24,317 | | | | | | * | | |
Rear Admiral (Ret.) Stephen Evans(12) | | | | | 3,251 | | | | | | * | | |
Darius G. Nevin(13) | | | | | 55,224 | | | | | | * | | |
Timothy J. Whall (14) | | | | | 3,531 | | | | | | * | | |
Simone Wu(15) | | | | | 4,982 | | | | | | * | | |
All current executive officers and directors as a group (11 persons)(16) | | | | | 2,822,226 | | | | | | 5.6% | | |
Name | | | Position(s) | |
|
| |||
Stephen Trundle | | Chief Executive Officer | | |
| | | Chief Financial Officer | |
Jeffrey Bedell | | President, Ventures Business and Corporate Strategy | | |
| | President, Platforms Business | | |
Daniel | | | Chief | |
| ||||
| Senior Vice President, | |
includedpresented above with the director biographies under the caption “Directors Continuing in Office Until the 2018 Annual Meeting.“Director Nominees.”Jennifer Moyer45,67, has served as our Chief Financial Officer since April 2009.November 2016. Prior to joining us, Ms. MoyerMr. Valenzuela served as the Chief OperatingFinancial Officer of SugarCRM, a customer relationship management software company, from January 2015 to November 2016. From October 2013 to December 2014, he served as the Chief Financial Officer of Apigee Corporation, a software provider subsequently acquired by Google. Prior to this, Mr. Valenzuela served as the Chief Financial Officer of Zenprise, a mobile device management software company, from April 2011 to December 2012, and then as a result of Citrix’s acquisition of Zenprise in January 2013, as the Vice President of Finance and Operations for Washingtonpost.Newsweek Interactive Company, LLC (now Washingtonpost.com)the Mobile Platforms Group of Citrix from 2006January 2013 to 2008. Ms. Moyer alsoOctober 2013. Mr. Valenzuela holds a B.S. degree in accounting from San Jose State University and an M.B.A. from Santa Clara University.the Assistant Controller of The Washington Post Company. Prior to that, Ms. Moyer worked at Price Waterhouse LLP as an auditor. Ms. Moyer holds a B.B.A. in Accounting from Temple University.Jeffrey Bedell, age 47, hasour President, Ventures Business and Corporate Strategy since January 2023. He previously served as our Chief Strategy and Innovation Officer sincefrom April 2013.2013 to January 2023. Mr. Bedell served as Chief Technology Officer at MicroStrategy Incorporated from 2001 to October 2012 as well as Executive Vice President of Technology from 2007 to March 2013. Mr. Bedell holds a B.A. in Religion from Dartmouth College.David Hutz39,48, has served as our Chief Systems ArchitectPresident, Platforms Business since February 2006. Prior to joining us, Mr. HutzJanuary 2023. He previously served as Lead Architect at Thomson Financial Publishing Inc. from 2001 to 2004 and Chief Systems Architect at Strategy.com, a business unit of MicroStrategy Incorporated, from 1999 to 2001. Mr. Hutz holds a B.A. and M.S. in Applied Math and Economics from Harvard University.Daniel Kerzner, age 40, has served as our Chief Product Officer sincefrom December 2013.2013 to January 2023. Prior to joining us, from April 2013 to December 2013, Mr. Kerzner served as the Chief Executive Officer of Emotive Communications Inc., a software company. From March 2010 to April 2013, Mr. Kerznerhe served as Senior Vice President and General Manager of Mobile at MicroStrategy Incorporated. From July 2009 to February 2010, Mr. Kerzner was the Regional Director for PJM Interconnection at EnerNOC, Inc. Prior to this position, Mr. Kerznerhe was Vice President of Platform and Emerging Technologies at MicroStrategy. Mr. Kerzner holds a B.A. in Computer Engineering from Dartmouth College and an M.B.A. from The Wharton School.Jean-Paul Martin one of our founders, has served as our Chief TechnologyLegal and Compliance Officer and Senior Vice President, Corporate Operations since March 2000. Prior to joining us, Mr. Martin served as a Software Architect with MicroStrategy Incorporated. Mr. Martin has also served as Chief Technology Officer of Media Cybernetics Inc., which provided image processing and analysis software used in medical, industrial, forensic and remote sensing applications. Mr. Martin holds a B.Sc/M.Sc in Electrical Engineering and Robotics from the Universite Paul Sabatier (Toulouse III, France).Daniel Ramos, age 47, hasJanuary 2023. He previously served as our Senior Vice President of Corporate Development sincefrom June 2007.2007 to January 2023. Prior to joining us, Mr. Ramos served as Principal Deputy General Counsel for the U.S. Air Force, Department of Defense. Prior to his service with the Air Force, Mr. Ramos was the Vice President of Legal and Business Planning at The Away Network, a business unit of Orbitz Worldwide, Inc. Before joining The Away Network, he was a senior transactional attorney with the law firm of Shaw Pittman LLP (now Pillsbury Winthrop Shaw Pittman LLP). Mr. Ramos holds an A.B. in Government from Harvard University and a J.D. from Stanford Law School.17SECURITY OWNERSHIP
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership CONTENTS
Name | | | Position(s) | |
Stephen Trundle | | | Chief Executive Officer (principal executive officer) | |
Steve Valenzuela | | | Chief Financial Officer (principal financial officer) | |
Jeffrey Bedell | | | President, Ventures Business and Corporate Strategy | |
Daniel Kerzner | | | President, Platforms Business | |
Daniel Ramos | | | Chief Legal and Compliance Officer and Senior Vice President, Corporate Operations | |
Element of Compensation | | | Objectives | | | Key Features | |
Base Salary (fixed cash) | | | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | | | Fixed compensation that is periodically reviewed and adjusted if and when appropriate; determined based on a number of factors, including each executive officer’s individual performance, experience, skills, level of responsibility and the breadth, scope and complexity of the position as well as the competitive marketplace for executive talent specific to our industry and the overall performance of our Company, and by reference, in part, to market data provided by our independent compensation consultant. | |
Performance Bonus (at-risk cash) | | | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | | | Target bonus amounts are periodically reviewed and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon specific corporate performance objectives consistent with our long-term strategic plan and, for executives other than our CEO, individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account achievement of corporate and individual performance objectives. | |
Long-Term Incentive (at-risk equity) | | | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long term. | | | Equity incentives are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. Equity grants have historically been provided primarily in the form of stock options. In recent years, restricted stock unit grants have been awarded in addition to stock option grants. | |
| ACI Worldwide Inc.* | | | Manhattan Associates, Inc.* | |
| Altair Engineering Inc. | | | New Relic, Inc. | |
| Appian, Inc. | | | Paycom Software, Inc. | |
| Arlo Technologies, Inc. | | | Paylocity Holding Corporation | |
| Box, Inc.* | | | Q2 Holdings, Inc.* | |
| DoubleVerify Holdings, Inc.* | | | Qualys, Inc. | |
| Dynatrace, Inc. | | | Rapid7, Inc.* | |
| Evestnet, Inc.* | | | Shutterstock, Inc. | |
| HubSpot, Inc. | | | Sonos, Inc. | |
| Interdigital, Inc.* | | | SPS Commerce, Inc. | |
Executive | | | 2023 Base Salary ($)(1) | | | Percentage Increase from 2022 Base Salary(2) | | ||||||
Stephen Trundle | | | | | 210,000 | | | | | | — | | |
Steve Valenzuela | | | | | 390,000 | | | | | | 2.6% | | |
Jeffrey Bedell | | | | | 405,500 | | | | | | 12.5% | | |
Daniel Kerzner | | | | | 405,500 | | | | | | 14.1% | | |
Daniel Ramos | | | | | 365,000 | | | | | | 4.3% | | |
Executive | | | 2023 Target Bonus ($)(1) | | | Percentage Increase from 2022 Target Bonus(2) | | ||||||
Stephen Trundle | | | | | 250,000 | | | | | | — | | |
Steve Valenzuela | | | | | 236,000 | | | | | | 3.1% | | |
Jeffrey Bedell | | | | | 300,000 | | | | | | 9.1% | | |
Daniel Kerzner | | | | | 300,000 | | | | | | 9.1% | | |
Daniel Ramos | | | | | 235,000 | | | | | | 3.3% | | |
2023 Performance Goals | | | Bonus Funding Formula | | | Achievement | |
Tier 1: 2023 SaaS and license revenue | | | For each 1% achievement below target goal, target bonus payout is reduced by 2%, rounded to nearest 0.1% | | | We exceeded the SaaS and license revenue target by 2.2%, resulting in a target payout increase of 4.4% For each 1% achievement above target, target bonus payout is increased by 2%, rounded to nearest 0.1% | |
Tier 2: 2023 Adjusted EBITDA | | | For each 1% achievement below target goal, target payout resulting from Tier 1 calculation is reduced by 1%, rounded to nearest 0.1% | | | We exceeded the Adjusted EBITDA target by 28.2%, resulting in a target payout increase of 14.1% For each 1% achievement above target, target payout resulting from Tier 1 calculation is increased by 0.5%, rounded to nearest 0.1% | |
Total (including Tier 3) | | | | | | Target payout decrease of 9.0% (i.e., approximately 108.4% target payout potential) | |
Executive | | | Performance Achievement for 2023 as a Percentage of Target Bonus (%)(1) | | | 2023 Bonus Amount Paid ($) | | ||||||
Stephen Trundle | | | | | 108.4% | | | | | | 270,999 | | |
Steve Valenzuela | | | | | 108.4% | | | | | | 250,764 | | |
Jeffrey Bedell | | | | | 108.4% | | | | | | 307,132 | | |
Daniel Kerzner | | | | | 108.4% | | | | | | 307,132 | | |
Daniel Ramos | | | | | 108.4% | | | | | | 249,319 | | |
This table is based upon information supplied by our named executive officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to the table and subject to common property laws where applicable, we believe that each stockholder named in the table has sole voting and investment power with regard to the shares indicated as being beneficially owned. Applicable percentages are based on 45,581,662 shares of common stock outstanding on December 31, 2015, adjusted as requiredvalue realized, if any, by the rules promulgated byexecutive from an award of stock options is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the SEC.
Except as otherwise noted below,stock option awards if the address for persons listed in the table is c/o Alarm.com Holdings, Inc., 8281 Greensboro Drive, Suite 100, Tysons, Virginia 22102.
Number of Shares Beneficially Owned | Percent of Shares Beneficially Owned | |||||||
5% Stockholders: | ||||||||
Entities affiliated with Technology Crossover Ventures(1) | 17,116,451 | 37.6 | % | |||||
Entities affiliated with ABS Capital Partners(2) | 14,337,646 | 31.5 | ||||||
Entities affiliated with Franklin Resources, Inc.(3) | 2,815,003 | 6.2 | ||||||
Named Executive Officers and Directors: | ||||||||
Stephen Trundle(4) | 3,182,049 | 6.9 | ||||||
Jeffrey Bedell(5) | 508,500 | 1.1 | ||||||
Daniel Kerzner(6) | 227,000 | * | ||||||
Donald Clarke(7) | 36,000 | * | ||||||
Timothy McAdam(8) | 17,116,451 | 37.6 | ||||||
Hugh Panero | 74,729 | * | ||||||
Mayo Shattuck(7) | 36,000 | * | ||||||
Ralph Terkowitz(9) | 14,337,646 | 31.5 | ||||||
All current directors and executive officers as a group (12 persons)(10) | 37,071,255 | 78.5 | % |
|
18
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownershipprice of our common stock increases above the price at time of grant and otherremains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price. We have added restricted stock unit awards to our equity securities. Officers, directorsaward mix in the last several years to align with peer company practices, and greater than ten percent stockholders are required by SEC regulationbecause we believe that it improves the balance and risk profile of our compensation program to furnish us with copiesinclude a form of all Section 16(a) forms they file.
To our knowledge, basedaward that does not rely solely on a review ofstock price appreciation in order to provide value.
19
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation earned during the years ended December 31, 2015 and 2014 by our named executive officers to reward performance over time and achieve our retention objectives. Our time-based vesting schedules, which includeat five years are longer than most of those of our principal executive officerpeer companies, deliver retention incentives over the long-term and, unlike awards that vest based on pre-determined financial or market goals, do not create incentives for inappropriate short-term risk-taking at the next two most highly compensated executive officersexpense of realizing long-term value or the potential incentive for unethical conduct. In addition, we deliver a meaningful portion of compensation in 2015.
Summarythe form of annual incentive compensation that is directly tied to, and incentivizes our executives to work towards, achievement of our key corporate goals.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Stephen Trundle | 2015 | 210,000 | 235,000 | — | 230,991 | (2) | 675,991 | |||||||||||||||||
President and Chief Executive Officer | 2014 | 210,059 | 237,500 | — | 3,000 | 450,559 | ||||||||||||||||||
Jeffrey Bedell | 2015 | 285,000 | 235,000 | — | 153,625 | (3) | 673,625 | |||||||||||||||||
Chief Strategy and Innovation Officer | 2014 | 285,059 | 220,000 | — | 1,425 | 506,484 | ||||||||||||||||||
Daniel Kerzner | 2015 | 257,500 | 228,759 | 348,088 | 33,004 | (4) | 867,351 | |||||||||||||||||
Chief Product Officer | 2014 | 250,000 | 190,000 | — | 28,091 | 468,091 |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information about outstandingCommittee approved annual equity awards granted to our named executive officers for 2023 consisting of stock options and restricted stock units, to be granted May 22, 2023, to each of our named executive officers, as reflected in the table below. The Compensation Committee determined that each of the annual equity awards to the named executive officers should consist of a combination of stock options and restricted stock units for the reasons stated above, with the target value allocated approximately (i) 30% to options and 70% to restricted stock units for Messrs. Valenzuela and Ramos, (ii) 59% to options and 41% to restricted stock units for Messrs. Bedell and Kerzner, and (iii) 34% to options and 66% to restricted stock units for Mr. Trundle, our Chief Executive Officer.
Executive | | | Stock Option Award (# of shares) | | | Restricted Stock Unit Award (# of shares) | | ||||||
Stephen Trundle | | | | | 30,000 | | | | | | 25,000 | | |
Steve Valenzuela | | | | | 12,500 | | | | | | 12,500 | | |
Jeffrey Bedell | | | | | 57,500 | | | | | | 17,500 | | |
Daniel Kerzner | | | | | 57,500 | | | | | | 17,500 | | |
Daniel Ramos | | | | | 14,000 | | | | | | 14,000 | | |
Option Awards(1) | ||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | |||||||||||||||
Stephen Trundle | 12/30/2013 | 320,000 | — | 4.00 | 12/29/2023 | |||||||||||||||
7/11/2012 | 52,748 | 24,445 | (3) | 3.89 | 7/10/2022 | |||||||||||||||
6/30/2009 | 38,592 | — | (3) | 0.41 | 6/29/2019 | |||||||||||||||
Jeffrey Bedell | 5/22/2013 | 90,000 | — | (4) | 2.95 | 5/21/2023 | ||||||||||||||
Daniel Kerzner | 5/15/2015 | 62,000 | — | (5) | 11.55 | 5/14/2025 | ||||||||||||||
12/23/2013 | 82,500 | — | (6) | 4.00 | 12/22/2023 |
20
the date of the change in control event.). Each of the named executive officers’ restricted stock unit awards, including Mr. Trundle’s, vests 20% on each anniversary of the grant date for a period of five years, subject to the officer’s continued service with us through each vesting date.
Offer Letters
Named Executive Officer | Fiscal Year 2016 Salary ($) | Fiscal Year 2016 Bonus Target ($) | ||||||
Stephen Trundle | 210,000 | 250,000 | ||||||
Jeffrey Bedell | 285,000 | 250,000 | ||||||
Daniel Kerzner | 260,000 | 200,000 |
Pursuant to the terms of his offer letter, Mr. Kerzner is also eligible for an additional annual bonus payment of $50,000 upon the Company’s achievement of certain target revenue goals. The corporate annual revenue targets are set by the Compensation Committee, with input from the Chief Executive Officer,Change in January of each year for such fiscal year. If we met the corporate annual revenue targets and the bonus is determined to be earned by Mr. Kerzner, then it will be paid during the first quarter of the following fiscal year, after the prior year’s financial results are finalized, but no later than March 15th.
Control Benefits
ESPP, Welfare and Health Benefits
21
toper calendar year for each participant’s individual accountemployee and are then invested in selected investment alternatives according to the participant’s directions. Employeessuch employee contributions are immediately and fully vested in their contributions.vested. Company matching contributions vest over 6four years with a graded schedule of 0%, 20%, 40%, 60%, 80% and 100% per service year.ratably. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.
Director
Committee.
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Stephen Trundle | | | | | 2023 | | | | | | 210,000 | | | | | | 1,287,500 | | | | | | 669,076 | | | | | | 270,999 | | | | | | — | | | | | | 2,437,575 | | |
Chief Executive Officer | | | | | 2022 | | | | | | 210,000 | | | | | | 1,477,500 | | | | | | 718,568 | | | | | | 222,000 | | | | | | — | | | | | | 2,628,068 | | |
| | | | | 2021 | | | | | | 210,000 | | | | | | 2,062,750 | | | | | | 1,090,846 | | | | | | 250,000 | | | | | | — | | | | | | 3,613,596 | | |
Steve Valenzuela | | | | | 2023 | | | | | | 383,334 | | | | | | 643,750 | | | | | | 278,782 | | | | | | 250,764 | | | | | | 5,300(4) | | | | | | 1,561,930 | | |
Chief Financial Officer | | | | | 2022 | | | | | | 375,001 | | | | | | 738,750 | | | | | | 299,403 | | | | | | 205,000 | | | | | | 5,000(5) | | | | | | 1,623,154 | | |
| | | | | 2021 | | | | | | 360,000 | | | | | | 1,031,375 | | | | | | 454,519 | | | | | | 215,000 | | | | | | 5,000(5) | | | | | | 2,065,894 | | |
Jeffrey Bedell | | | | | 2023 | | | | | | 375,501 | | | | | | 901,250 | | | | | | 1,282,396 | | | | | | 307,132 | | | | | | 3,004(5) | | | | | | 2,869,283 | | |
President, Ventures Business and | | | | | 2022 | | | | | | 353,667 | | | | | | 1,034,250 | | | | | | 419,165 | | | | | | 245,000 | | | | | | 2,833(5) | | | | | | 2,054,915 | | |
Corporate Strategy | | | | | 2021 | | | | | | 331,667 | | | | | | 1,237,650 | | | | | | 545,423 | | | | | | 265,000 | | | | | | 4,167(6) | | | | | | 2,383,907 | | |
Daniel Kerzner | | | | | 2023 | | | | | | 372,168 | | | | | | 901,250 | | | | | | 1,282,396 | | | | | | 307,132 | | | | | | 9,800(7) | | | | | | 2,872,746 | | |
President, Platforms Business | | | | | 2022 | | | | | | 348,668 | | | | | | 1,034,250 | | | | | | 419,165 | | | | | | 245,000 | | | | | | 9,500(8) | | | | | | 2,056,583 | | |
| | | | | 2021 | | | | | | 326,667 | | | | | | 1,237,650 | | | | | | 545,423 | | | | | | 265,000 | | | | | | 21,500(9) | | | | | | 2,396,240 | | |
Daniel Ramos | | | | | 2023 | | | | | | 355,001 | | | | | | 721,000 | | | | | | 312,236 | | | | | | 249,319 | | | | | | 5,000(5) | | | | | | 1,642,556 | | |
Chief Legal and Compliance Officer | | | | | 2022 | | | | | | 345,000 | | | | | | 827,400 | | | | | | 335,332 | | | | | | 202,500 | | | | | | 5,000(5) | | | | | | 1,715,232 | | |
and Senior Vice President, Corporate Operations | | | | | 2021 | | | | | | 330,000 | | | | | | 1,031,375 | | | | | | 454,519 | | | | | | 215,000 | | | | | | 5,000(5) | | | | | | 2,035,894 | | |
| | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh)(7) | | | Grant Date Fair Value of Stock and Option Awards ($)(8) | | |||||||||||||||||||||||||||
Name | | | Grant Type | | | Grant Date | | | Approval Date | | | Threshold ($) | | | Target ($)(2) | | | Maximum ($)(3) | | |||||||||||||||||||||||||||||||||||||||
Stephen Trundle | | | Annual Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000(5) | | | | | | 51.50 | | | | | | 669,076 | | |
| Annual RSU Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 1,287,500 | | | ||
| Annual Performance-Based Cash Bonus | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Steve Valenzuela | | | Annual Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,500(5) | | | | | | 51.50 | | | | | | 278,782 | | |
| Annual RSU Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,500 | | | | | | — | | | | | | — | | | | | | 643,750 | | | ||
| Annual Performance-Based Cash Bonus | | | | | — | | | | | | — | | | | | | — | | | | | | 231,333 | | | | | | 347,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Jeffrey Bedell | | | Annual Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500(5) | | | | | | 51.50 | | | | | | 390,295 | | |
| Additional One-Time Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000(6) | | | | | | 51.50 | | | | | | 892,102 | | | ||
| Annual RSU Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500 | | | | | | — | | | | | | — | | | | | | 901,250 | | | ||
| Annual Performance-Based Cash Bonus | | | | | — | | | | | | — | | | | | | — | | | | | | 283,333 | | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Daniel Kerzner | | | Annual Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500(5) | | | | | | 51.50 | | | | | | 390,295 | | |
| Additional One-Time Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000(6) | | | | | | 51.50 | | | | | | 892,102 | | | ||
| Annual RSU Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500 | | | | | | — | | | | | | — | | | | | | 901,250 | | | ||
| Annual Performance-Based Cash Bonus | | | | | — | | | | | | — | | | | | | — | | | | | | 283,333 | | | | | | 425,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Daniel Ramos | | | Annual Stock Option Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,000(5) | | | | | | 51.50 | | | | | | 312,236 | | |
| Annual RSU Grant | | | | | 5/22/2023 | | | | | | 4/27/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,000 | | | | | | — | | | | | | — | | | | | | 721,000 | | | ||
| Annual Performance-Based Cash Bonus | | | | | — | | | | | | — | | | | | | — | | | | | | 230,000 | | | | | | 345,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | | | Option Exercise Price ($)(4) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Units of Stock that Have Not Vested ($)(5) | | |||||||||||||||||||||
Stephen Trundle | | | | | 5/22/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,000(6) | | | | | $ | 1,615,500 | | |
| | | 5/22/2023 | | | | | | 3,500 | | | | | | 26,500(7) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000(8) | | | | | | 1,292,400 | | | ||
| | | 5/15/2022 | | | | | | 9,500 | | | | | | 20,500(9) | | | | | | 59.10 | | | | | | 5/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000(10) | | | | | | 969,300 | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | 30,000(11) | | | | | | 82.51 | | | | | | 5/14/2031 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000(12) | | | | | | 646,200 | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | 30,000(13) | | | | | | 37.94 | | | | | | 3/31/2030 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000(14) | | | | | | 323,100 | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | 30,000(15) | | | | | | 65.03 | | | | | | 3/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2018 | | | | | | 30,000 | | | | | | — | | | | | | 37.74 | | | | | | 3/31/2028 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2017 | | | | | | 50,000 | | | | | | — | | | | | | 32.17 | | | | | | 5/14/2027 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2016 | | | | | | 47,500 | | | | | | — | | | | | | 21.70 | | | | | | 5/14/2026 | | | | | | — | | | | | | — | | | ||
Steve Valenzuela | | | | | 5/22/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,500(6) | | | | | | 807,750 | | |
| | | 5/22/2023 | | | | | | 1,458 | | | | | | 11,042(7) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,000(8) | | | | | | 646,200 | | | ||
| | | 5/15/2022 | | | | | | 3,958 | | | | | | 8,542(9) | | | | | | 59.10 | | | | | | 5/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,500(10) | | | | | | 484,650 | | | ||
| | | 5/15/2021 | | | | | | 6,458 | | | | | | 6,042(16) | | | | | | 82.51 | | | | | | 5/14/2031 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000(12) | | | | | | 323,100 | | | ||
| | | 4/1/2020 | | | | | | 4,791 | | | | | | 3,334(17) | | | | | | 37.94 | | | | | | 3/31/2030 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,500(18) | | | | | | 161,550 | | | ||
| | | 4/1/2019 | | | | | | 4,791 | | | | | | 834(19) | | | | | | 65.03 | | | | | | 3/31/2029 | | | | | | — | | | | | | — | | | ||
Jeffrey Bedell | | | | | 5/22/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500(6) | | | | | | 1,130,850 | | |
| | | 5/22/2023 | | | | | | — | | | | | | 40,000(20) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/22/2023 | | | | | | 2,041 | | | | | | 15,459(7) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,000(8) | | | | | | 904,680 | | | ||
| | | 5/15/2022 | | | | | | 5,541 | | | | | | 11,959(9) | | | | | | 59.10 | | | | | | 5/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,000(10) | | | | | | 581,580 | | | ||
| | | 5/15/2021 | | | | | | 7,750 | | | | | | 7,250(16) | | | | | | 82.51 | | | | | | 5/14/2031 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000(12) | | | | | | 323,100 | | | ||
| | | 4/1/2020 | | | | | | 9,166 | | | | | | 3,334(17) | | | | | | 37.94 | | | | | | 3/31/2030 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,000(14) | | | | | | 129,240 | | | ||
| | | 4/1/2019 | | | | | | 9,333 | | | | | | 667(21) | | | | | | 65.03 | | | | | | 3/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2018 | | | | | | 10,000 | | | | | | — | | | | | | 37.74 | | | | | | 3/31/2028 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2017 | | | | | | 10,000 | | | | | | — | | | | | | 32.17 | | | | | | 5/14/2027 | | | | | | — | | | | | | — | | | ||
| | | 2/15/2016 | | | | | | 25,000 | | | | | | — | | | | | | 15.02 | | | | | | 2/14/2026 | | | | | | — | | | | | | — | | |
| | | | | | | | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#)(2) | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(3) | | | Option Exercise Price ($)(4) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Units of Stock that Have Not Vested ($)(5) | | |||||||||||||||||||||
Daniel Kerzner | | | | | 5/22/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,500(6) | | | | | | 1,130,850 | | |
| | | 5/22/2023 | | | | | | — | | | | | | 40,000(20) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/22/2023 | | | | | | 2,041 | | | | | | 15,459(7) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,000(8) | | | | | | 904,680 | | | ||
| | | 5/15/2022 | | | | | | 5,541 | | | | | | 11,959(9) | | | | | | 59.10 | | | | | | 5/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,000(10) | | | | | | 581,580 | | | ||
| | | 5/15/2021 | | | | | | 7,750 | | | | | | 7,250(16) | | | | | | 82.51 | | | | | | 5/14/2031 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,000(12) | | | | | | 387,720 | | | ||
| | | 4/1/2020 | | | | | | 11,000 | | | | | | 4,000(17) | | | | | | 37.94 | | | | | | 3/31/2030 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,000(14) | | | | | | 193,860 | | | ||
| | | 4/1/2019 | | | | | | 14,000 | | | | | | 1,000(21) | | | | | | 65.03 | | | | | | 3/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2018 | | | | | | 12,500 | | | | | | — | | | | | | 37.74 | | | | | | 3/31/2028 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2017 | | | | | | 10,000 | | | | | | — | | | | | | 32.17 | | | | | | 5/14/2027 | | | | | | — | | | | | | — | | | ||
| | | 2/15/2016 | | | | | | 35,000 | | | | | | — | | | | | | 15.02 | | | | | | 2/14/2026 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2015 | | | | | | 10,000 | | | | | | — | | | | | | 11.55 | | | | | | 5/14/2025 | | | | | | — | | | | | | — | | | ||
Daniel Ramos | | | | | 5/22/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,000(6) | | | | | | 904,680 | | |
| | | 5/22/2023 | | | | | | 1,633 | | | | | | 12,367(7) | | | | | | 51.50 | | | | | | 5/21/2033 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,200(8) | | | | | | 723,744 | | | ||
| | | 5/15/2022 | | | | | | 4,433 | | | | | | 9,567(9) | | | | | | 59.10 | | | | | | 5/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 5/15/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,500(10) | | | | | | 484,650 | | | ||
| | | 5/15/2021 | | | | | | 6,458 | | | | | | 6,042(16) | | | | | | 82.51 | | | | | | 5/14/2031 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000(12) | | | | | | 323,100 | | | ||
| | | 4/1/2020 | | | | | | 833 | | | | | | 3,334(17) | | | | | | 37.94 | | | | | | 3/31/2030 | | | | | | — | | | | | | — | | | ||
| | | 4/1/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,000(14) | | | | | | 129,240 | | | ||
| | | 4/1/2019 | | | | | | 4,167 | | | | | | 667(21) | | | | | | 65.03 | | | | | | 3/31/2029 | | | | | | — | | | | | | — | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
Stephen Trundle | | | | | — | | | | | | — | | | | | | 5,000 | | | | | | 251,400 | | |
| | | — | | | | | | — | | | | | | 5,000 | | | | | | 251,400 | | | ||
| | | — | | | | | | — | | | | | | 5,000 | | | | | | 251,400 | | | ||
| | | — | | | | | | — | | | | | | 5,000 | | | | | | 247,300 | | | ||
| | | — | | | | | | — | | | | | | 5,000 | | | | | | 247,300 | | | ||
Steve Valenzuela | | | | | — | | | | | | — | | | | | | 1,309 | | | | | | 72,218 | | |
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 125,700 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 125,700 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 123,650 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 123,650 | | | ||
Jeffrey Bedell | | | | | 63,787 | | | | | | 3,012,491 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | 2,000 | | | | | | 100,560 | | | ||
| | | — | | | | | | — | | | | | | 2,000 | | | | | | 100,560 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 125,700 | | | ||
| | | — | | | | | | — | | | | | | 3,000 | | | | | | 148,380 | | | ||
| | | — | | | | | | — | | | | | | 3,500 | | | | | | 173,110 | | | ||
Daniel Kerzner | | | | | — | | | | | | — | | | | | | 2,500 | | | | | | 125,700 | | |
| | | — | | | | | | — | | | | | | 3,000 | | | | | | 150,840 | | | ||
| | | — | | | | | | — | | | | | | 3,000 | | | | | | 150,840 | | | ||
| | | — | | | | | | — | | | | | | 3,000 | | | | | | 148,380 | | | ||
| | | — | | | | | | — | | | | | | 3,500 | | | | | | 173,110 | | | ||
Daniel Ramos | | | | | 1,334 | | | | | | 29,425 | | | | | | — | | | | | | — | | |
| | | 2,500 | | | | | | 54,645 | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | 2,000 | | | | | | 100,560 | | | ||
| | | — | | | | | | — | | | | | | 2,000 | | | | | | 100,560 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 125,700 | | | ||
| | | — | | | | | | — | | | | | | 2,500 | | | | | | 123,650 | | | ||
| | | — | | | | | | — | | | | | | 2,800 | | | | | | 138,488 | | |
Name | | | Cash Payment ($) | | | Benefit Continuation ($) | | | Total ($) | | |||||||||
Steve Valenzuela | | | | | 130,000(1) | | | | | | 12,655(1) | | | | | | 142,655 | | |
Name | | | Cash Payment ($) | | | Benefit Continuation ($) | | | Value of Accelerated Equity Awards(1) ($) | | | Total ($) | | ||||||||||||||||||
| Restricted Stock Units | | | Options | | ||||||||||||||||||||||||||
Steve Valenzuela | | | | | 130,000 | | | | | | 12,655 | | | | | | 161,550 | | | | | | — | | | | | | 304,205(2) | | |
Name | | | Cash Payment ($) | | | Benefit Continuation ($) | | | Value of Accelerated Equity Awards(1) ($) | | | Total ($) | | ||||||||||||||||||
| Restricted Stock Units | | | Options | | ||||||||||||||||||||||||||
Stephen Trundle | | | | | — | | | | | | — | | | | | | — | | | | | | 586,960 | | | | | | 586,960 | | |
Name | | | Cash Payment ($) | | | Benefit Continuation ($) | | | Value of Accelerated Equity Awards(1) ($) | | | Total ($) | | ||||||||||||||||||
| Restricted Stock Units | | | Options | | ||||||||||||||||||||||||||
Jeffrey Bedell | | | | | — | | | | | | — | | | | | | — | | | | | | 61,227 | | | | | | 61,227 | | |
Daniel Kerzner | | | | | — | | | | | | — | | | | | | — | | | | | | 61,227 | | | | | | 61,227 | | |
| | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | | | Average Compensation “Actually Paid” to Non-CEO NEOs(3) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | | | | |||||||||||||||
Year(1) | | | Summary Compensation Table Total for CEO(2) ($) | | | Compensation “Actually Paid” to CEO(3) ($) | | | Company Total Shareholder Return ($)(4) | | | Peer Group Total Shareholder Return(4) ($) | | | Net Income ($ in thousands)(5) | | | SaaS and License Revenue(6) | | ||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
2023 | | | | | 2,437,575 | | | | | | 4,607,821 | | | | | | 2,236,629 | | | | | | 3,404,619 | | | | | | 150.38 | | | | | | 167.30 | | | | | | 80,340 | | | | | | 569,200 | | |
2022 | | | | | 2,628,068 | | | | | | (1,979,284) | | | | | | 1,862,471 | | | | | | 182,761 | | | | | | 115.15 | | | | | | 116.65 | | | | | | 55,631 | | | | | | 520,377 | | |
2021 | | | | | 3,613,596 | | | | | | 1,586,343 | | | | | | 2,220,484 | | | | | | 1,494,706 | | | | | | 197.37 | | | | | | 174.36 | | | | | | 51,175 | | | | | | 460,372 | | |
2020 | | | | | 1,890,141 | | | | | | 9,991,190 | | | | | | 1,275,652 | | | | | | 4,695,274 | | | | | | 240.75 | | | | | | 143.64 | | | | | | 76,660 | | | | | | 393,257 | | |
| | | | | | | | | | | | Equity Award Adjustments | | | | | | | | |||||||||||||||||||||
Year | | | Executives | | | Reported Summary Compensation Table (SCT) Total ($) | | | Stock Awards Deducted from SCT Total (a) ($) | | | Stock Awards Added to Compensation “Actually Paid” ($) | | | Stock Option Awards Deducted from SCT Total ($) | | | Stock Option Awards Added to Compensation “Actually Paid” ($) | | | Total Compensation “Actually Paid” ($) | | ||||||||||||||||||
| | | | | | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | | | | | | |||||||||||||||
2023 | | | CEO | | | | | 2,437,575 | | | | | | 1,287,500 | | | | | | 2,384,300 | | | | | | 669,076 | | | | | | 1,742,522 | | | | | | 4,607,821 | | |
| | | Non-CEO NEOs | | | | | 2,236,629 | | | | | | 791,813 | | | | | | 1,427,147 | | | | | | 788,953 | | | | | | 1,321,608 | | | | | | 3,404,619 | | |
2022 | | | CEO | | | | | 2,628,068 | | | | | | 1,477,500 | | | | | | (921,300) | | | | | | 718,568 | | | | | | (1,489,984) | | | | | | (1,979,284) | | |
| | | Non-CEO NEOs | | | | | 1,862,471 | | | | | | 908,663 | | | | | | (375,779) | | | | | | 368,266 | | | | | | (27,003) | | | | | | 182,761 | | |
2021 | | | CEO | | | | | 3,613,596 | | | | | | 2,062,750 | | | | | | 1,042,650 | | | | | | 1,090,846 | | | | | | 83,693 | | | | | | 1,586,343 | | |
| | | Non-CEO NEOs | | | | | 2,220,484 | | | | | | 1,134,513 | | | | | | 562,481 | | | | | | 499,971 | | | | | | 346,226 | | | | | | 1,494,706 | | |
2020 | | | CEO | | | | | 1,890,141 | | | | | | 948,500 | | | | | | 4,652,750 | | | | | | 417,641 | | | | | | 4,814,440 | | | | | | 9,991,190 | | |
| | | Non-CEO NEOs | | | | | 1,275,652 | | | | | | 497,963 | | | | | | 2,539,217 | | | | | | 206,343 | | | | | | 1,584,710 | | | | | | 4,695,274 | | |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | ||||||||||||
Donald Clarke | 45,000 | 28,493 | (3) | — | 73,493 | |||||||||||
Timothy McAdam | 22,500 | — | — | 22,500 | ||||||||||||
Hugh Panero | 40,000 | — | 25,989 | (4) | 65,989 | |||||||||||
Mayo Shattuck | 25,000 | 28,493 | (3) | — | 53,493 | |||||||||||
Ralph Terkowitz | 22,500 | — | — | 22,500 |
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director and accordingly, he is not included in the table.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Donald Clarke | | | | | 60,000 | | | | | | 144,971 | | | | | | 18,847(3) | | | | | | 223,818 | | |
Timothy McAdam | | | | | 65,000 | | | | | | 144,971 | | | | | | — | | | | | | 209,971 | | |
Darius G. Nevin | | | | | 70,000 | | | | | | 144,971 | | | | | | — | | | | | | 214,971 | | |
Timothy J. Whall | | | | | 55,000 | | | | | | 144,971 | | | | | | — | | | | | | 199,971 | | |
Simone Wu | | | | | 45,000 | | | | | | 144,971 | | | | | | 3,202(4) | | | | | | 193,173 | | |
Rear Admiral (Ret.) Stephen Evans | | | | | 45,000 | | | | | | 144,971 | | | | | | — | | | | | | 189,971 | | |
Name | | | Stock Awards (#) | | | Option Awards (#) | | ||||||
Donald Clarke | | | | | 2,837 | | | | | | — | | |
Timothy McAdam | | | | | 2,837 | | | | | | — | | |
Darius G. Nevin | | | | | 2,837 | | | | | | 36,000 | | |
Timothy J. Whall | | | | | 2,837 | | | | | | — | | |
Simone Wu | | | | | 2,837 | | | | | | — | | |
Rear Admiral (Ret.) Stephen Evans | | | | | 2,837 | | | | | | — | | |
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above are payable in equal quarterly installments, payable in arrears during the first 30 days of the first month following the end of each calendar quarter in which the board service occurs. If the director joins our Board at a time other than the first day of a calendar quarter, he or she will be entitled to the cash compensation set forth above beginning with the calendar quarter following the date he or she joins our Board.
Equity Compensation Plan Information
compensation.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | ||||||||||||
Amended and Restated 2009 Stock Incentive Plan | 3,489,641 | $ | 3.96 | — | (1) | |||||||
2015 Equity Incentive Plan | 58,272 | $ | 16.69 | 4,663,399 | (2) | |||||||
2015 Employee Stock Purchase Plan | 1,200,000 | (3) | ||||||||||
Equity compensation plans not approved by security holders | 54,694 | (4) | $ | 10.97 | — | |||||||
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Total | 3,602,607 | 5,863,399 | ||||||||||
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TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
Prior to our initial public offering on July 1, 2015, no further grants were made under our Amended and Restated 2009 Stock Incentive Plan.
Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors to the fullest extent
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permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also provide our Board with discretion to indemnify our officers and employees when determined appropriate by the Board.
In addition, we have entered into an indemnification agreement with each of our directors and executive officers.
2015 Dividends
In June 2015, our Board declared a cash dividend on our common and preferred stock in the amount of (1) $0.36368 per share of common stock and Series A preferred stock and (2) $0.72736 per share of Series B preferred stock and Series B-1 preferred stock or $20.0 million in the aggregate (the “2015 Dividends”). These dividends were paid to our stockholders of record as of June 12, 2015 and were paid in June 2015. The following table summarizes the amount of cash dividends paid to our directors, executive officers and holders of more than 5% of any class of our capital stock:
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Participation in our Initial Public Offering
On July 1, 2015, we closed our initial public offering in which we issued and sold 7,000,000 shares of common stock at a public offering price of $14.00 per share, resulting in gross proceeds of $98 million. On July 8, 2015, pursuant to the underwriters’ exercise of their over-allotment option to purchase up to an additional 525,000 shares from us and up to an additional 525,000 shares from the selling stockholders, we issued and sold an additional 525,000 additional shares of our common stock and certain selling stockholders affiliated with ABS Capital Partners, which is a holder of more than 5% of our common stock, sold 525,000 shares of our common stock at the initial public offering price of $14.00 per share, resulting in additional gross proceeds to us of $7.4 million. We did not receive any proceeds from the sale of shares by the selling stockholders.
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Corporate Secretary
March 22, 2016
April 23, 2024
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ANNUAL MEETING
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Please make your marks like this: x Use dark black pencil or pen only
The Board of Directors Recommends a VoteFOReach of the director nominees listed in proposal 1 andFOR proposal 2.
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![]() ![]() |
Annual Meeting of Alarm.com Holdings, Inc.
to be held on Tuesday, May 3, 2016
for Holders as of March 14, 2016
Stockholders June 5, 2024 at 9:00 AM EDT This proxyProxy is being solicited on behalf of the Board of Directors
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of Alarm.com Holdings, Inc. The undersigned hereby appoints Stephen Trundle and Timothy McAdam,Steve Valenzuela, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of common stock of Alarm.com Holdings, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1, FOR THE PROPOSALS IN ITEMS 2 AND 3, AND “ONE YEAR” FOR THE PROPOSAL IN ITEM 2.4. THE PROXIESPROXY HOLDERS WILL VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
All CONTINUED AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDE PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at http://www.viewproxy.com/ALRM/2024
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