UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☒ | Definitive Proxy Statement | |
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| ☐ | Soliciting Material Pursuant toSection 240.14a-12 | |
Volt Information Sciences, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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50 Charles Lindbergh Boulevard, Suite 206 Uniondale, New York 11553 (516)228-6700 |
 | Linda Perneau President, Chief Executive Officer and Director | February 24, 2020
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Notice of Annual Meeting of Shareholders Thursday, [June] [8], 2017 10:00 a.m. (PDT) At: Volt Information Sciences, Inc. 2401 N. Glassell Street Orange, California 92865
1133 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: 212-704-2400
February 24, 2017
“As we head into fiscal 2017 as a financially stronger and more streamlined company, I believe we will continue to build on the foundational strengths of our core staffing business to achieve our longer-term goal of sustained profitable growth.”
Dear valued shareholder,
As I reflect on our fiscal year 2016,2019, I am proud to have concludedof the transformative progress our team has made during my first full fiscal year as Chief Executive OfficerCEO. We attracted top industry veterans to leadership roles across the organization and began the process of shifting to a performance-based culture. We exited orde-emphasized less profitable business, while placing a greater focus on growing business in areas with a solid fourth quarter, highlighted by strong year-over-year growthattractive margin profiles. In addition, we made significant progress in gross margin percentage along with careful expense management that together helped produce the most profitable quarter Volt has achieved in five years. We believe now, more than ever, that ourimplementing new initiatives to reposition theour core staffing business for profitable growth are beginning to take hold.growth.
We are steadfast
Importantly, in our continued commitment to strengthening our balance sheet, streamlining our business and improving our cost structure and margins, and achieving top line growth. In 2016,fiscal 2019, we continued to add new logos to our book of business winning several significant newand expanded certain existing customer engagements. This, coupledFurther, we structured a new sales engine to sharpen our focus on stable growth and expansion. The company accelerated our resolute focus on achieving substantial cost savings across our organization and reallocated resources in ways to add greater functionality to our systems and drive enhanced efficiency in our operations.
Volt now has a talented senior management team with a slower rate of revenue decline from existing customers, is helpingdeep industry experience and dedicated employees who continue to stabilize revenue fromenthusiastically implement the changes we have instituted. Volt’s collaborative spirit was instrumental to our core North American staffing business. achievements
this past year and, together, we remain motivated by our purpose—to partner with our clients to provide innovative
workforce solutions.
As has been the case throughout Volt’s history, our commitment to our customers and high quality of service to our customers
endures, and we believe this commitmentdedication, together with improved financial performance, will translate into business growth for benefit all of
our shareholders.stakeholders.
Volt is now led by a talented, skilled senior management team, which is incentivized to create and protect shareholder value. In addition, our passionate employees have worked tirelessly and supported the changes we have instituted, big and small, throughout the organization. Our collective teamwork was instrumental in achieving important business goals this past year and, together, we remain committed to and are inspired by our purpose—to partner with our clients to provide innovative workforce and technology solutions with what we believe is an extremely strong talent pool.
On behalf of the entire executive team, we hope our progress this past year is a clear indication of our resolve to achieve both our short and long term goals. While management recognizes that we still have a lot of work ahead of us, we remain steadfastly dedicated to delivering on our commitment to you, our valued shareholder. The Board of Directors joins me in extending to you ana warm invitation to attend our Annual Meeting of
Shareholders. Your vote is very important to us, so we encourage you to promptly vote your shares
by submitting your proxy. WeOn behalf of the entire executive team, we look forward to continuingfurther
progress on our dialoguetransformation journey in 2020 and sharing with shareholders andyou news of continued
improvements in all areas of our business. We sincerely thank you for your investment
in Volt.
Michael D. Dean
Linda Perneau
President, Chief Executive Officer and Director
50 Charles Lindbergh Boulevard, Suite 206 Uniondale, New York 11553 (516)228-6700 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF ANNUALPROXY MATERIALS FOR THE SHAREHOLDER MEETING OF SHAREHOLDERSTO BE HELD ON APRIL 21, 2020
To Be Held June 8, 2017
The Annual Meeting of Shareholders of Volt Information Sciences, Inc. (the “Company”) will be held on June 8, 2017,April 21, 2020, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:0030 a.m. (PDT). At the meeting, shareholders will be asked to:
| ◾ | elect six directors; |
| ◾ | ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020; |
| ◾ | approve, on anon-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in these proxy materials; and |
| ◾ | consider any other matters that may properly be brought before the meeting. |
You may vote at the meeting if you were a shareholder of the Company at the close of business on April 10, 2017,February 26, 2020, the record date for the meeting.
By Order of the Board of Directors.Directors,
Michael D. Dean
Linda Perneau
President, Chief Executive Officer and Director
New York, New York
February 24, 20172020
You may vote your shares electronically via the Internet, by telephone, by mail, or in person during the annual meeting. Please signcarefully review the proxy materials and return the enclosed proxy card in thepostage-paid envelope provided or, if you prefer, please follow the instructions on the enclosed proxy card for voting by telephone or via the Internet.to vote. You may access additional information at www.proxyvote.com for voting instructions as well as to view the Proxy Statement and Annual Report online.
TABLE OF CONTENTS
i |Volt Information Sciences, Inc.2017 2020 Proxy Statement| i
GENERAL INFORMATION
Volt Information Sciences, Inc.
Proxy Statement
20172020 Annual Meeting of Shareholders
Why did I receive this Proxy Statement?
The Board of Directors (the “Board”) of Volt Information Sciences, Inc. (the “Company”, “we” or “us”) is soliciting proxies for the 20172020 Annual Meeting of Shareholders (the “Meeting”) to be held on June 8, 2017,April 21, 2020, at the offices of the Company, located at 2401 N. Glassell Street, Orange, California 92865, at 10:0030 a.m. (PDT) and at any adjournment of the Meeting. When the Company asks for your proxy, we must provide you with a proxy statement (this “Proxy Statement”) that contains certain information specified by law. This Proxy Statement summarizes the information you need in order to vote at the Meeting.
The Company’s Annual Report, LetterAs permitted by the Securities and Exchange Commission, we are furnishing to Shareholders,stockholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and proxy card are being mailed to shareholders beginning onAnnual Report primarily over the Internet. On or about April 17, 2017.March 12, 2020, we will mail to each of our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the Internet, and how to access the Proxy Card to vote on the Internet or by telephone. The Notice of Internet Availability of Proxy Materials will also contain instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.
What will I vote on?
The following items:
| ◾ | election of six directors; |
| ◾ | ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020; |
| ◾ | approval of, on anon-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials; and |
| ◾ | any other matters that may properly be brought before the Meeting. |
Will there be any other items of business on the agenda?
We do not expect any other items of business at the Meeting. Nonetheless, if there is an unforeseen need, your proxy will give discretionary authority to Michael D. Dean,Linda Perneau, President and Chief Executive Officer, and Paul Tomkins,Herbert M. Mueller, Senior Vice President and Chief Financial Officer, to vote on any other matters that may be properly brought before the Meeting. These persons will use their best judgment in voting your proxy.
Volt Information Sciences, Inc. 2020 Proxy Statement | 1
GENERAL INFORMATION
Who is entitled to vote?
Shareholders as of the close of business on the record date, which is April 10, 2017,February 26, 2020, may vote at the Meeting.
How many votes do I have?
You have one vote at the Meeting for each share of common stock you heldhold on the record date.
What constitutes a quorum for the Meeting?
A quorum is necessary to conduct business at the Meeting. A quorum requires the presence at the Meeting of 35% of the outstanding shares entitled to vote, in person or represented by proxy. You are part of the quorum if you have voted by proxy. As of February 22, 2017, 20,917,80017, 2020,21,408,659 shares of Company common stock were issued and outstanding.
How can I access the proxy materials over the Internet?
Your Notice of Internet Availability, proxy card or voting instruction card will contain instructions on how to:
1 |Volt Information Sciences, Inc.2017 Proxy Statement
GENERAL INFORMATION
| 1. | view our proxy materials for the Meeting on the Internet; and |
| 2. | instruct us to send our future proxy materials to you electronically bye-mail. |
Our proxy materials are also available at www.proxyvote.com and will remain available during the voting period starting on March 12, 2020.
How do I vote?
You can vote either in person at the Meeting or by proxy without attending the Meeting. We urge you to vote by proxy even if you plan to attend the Meeting so we will know as soon as possible that enough votes will be present for us to hold the Meeting. If you attend the Meeting in person, you may vote at the Meeting and your earlier proxy will not be counted.
May I vote by telephone or via the Internet?
Yes. Instead of submitting your vote by mail using the enclosed proxy card, you may be able to vote on the Internet or by telephone. Please note that there are separate Internet and telephone voting arrangements depending on whether you hold your shares:
| ◾ | as the registered shareholder, also known as the “shareholder” or “holder” of record (that is, if you own shares directly in your own name and they are either kept at our transfer agent or are in your possession); or |
| ◾ | as the “beneficial owner”, also known as holding the shares in “street name” (that is, if your shares are held for you by your bank, broker or other holder of record). |
2 |Volt Information Sciences, Inc. 2020 Proxy Statement
GENERAL INFORMATION
If you are a registered shareholder, you may vote by telephone or via the Internet by following the instructions on your proxy card.
If you are a beneficial owner, please refer to the information forwarded by your bank, broker or other holder of record to see which options are available to you. Most brokers and banks offer voting by telephone and via the Internet as well as by mail.
If you vote via the Internet, you may incur costs, such as usage charges from Internet access providers and telephone companies. You will be responsible for those costs.
What should I do if I want to attend the Meeting?
All shareholders of the Company may attend the Meeting. Please bring your admission ticket or proof of ownership of the Company’s stock to enter the Meeting. When you arrive at the Meeting, you may be asked to present photo identification, such as a driver’s license, to be admitted.
| ◾ | If you are a registered shareholder, you will find an admission ticket attached as part of the proxy card sent to you. If you plan to attend the Meeting, please bring this portion of the proxy card with you to the Meeting. If you opted to receive your proxy materials electronically, please print out the admission ticket you will find online and bring it with you. |
| ◾ | If your shares are held in the name of your bank, broker or other holder of record, please bring proof of ownership to be admitted to the Meeting. A recent brokerage statement or letter from your bank or broker are examples of proof of ownership. |
For safety and security reasons, no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Meeting.
How do I vote my shares in the Volt Information Sciences, Inc. Savings Plan?
If you received this Proxy Statement because you are or were an employee of the Company who participates in this plan and you have shares of common stock of the Company allocated to your account under this plan, you may vote your shares held in this plan as of April 10, 2017,February 26, 2020, by mail, by telephone or via the Internet. Instructions are provided on the enclosed proxy card. The tabulator must receive your instructions by
2 |Volt Information Sciences, Inc. 2017 Proxy Statement
GENERAL INFORMATION
4:00 p.m. (EDT) on June 6, 2017April 16, 2020 in order to communicate your instructions to the plan’s trustee, who will vote your shares. Any plan shares for which we do not receive instructions from the employee will be voted by the trustee in the same proportion as the shares for which we have received instructions.
Can I revoke or change my vote?
Yes. If you are a shareholder of record, you have the right to revoke your proxy at any time before the Meeting by sending a signed notice to the Company’s Secretary, Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036.2401 N. Glassell Street, Orange, California 92865. If you want to change your vote at any time before the Meeting, you must deliver a later datedlater-dated proxy by telephone, via the Internet or in writing. You may also change your proxy by voting in person at the Meeting.
Volt Information Sciences, Inc. 2020 Proxy Statement | 3
GENERAL INFORMATION
If you are a beneficial owner, please refer to the information forwarded by your broker, bank or other holder of record for procedures on revoking or changing your proxy.
What are the costs of soliciting these proxies and who will pay them?
The Company will pay all costs of soliciting these proxies. In addition, some of our officers and employeesor directors may solicit proxies by telephone or in person. We will reimburse banks and brokers for the expenses they incur in forwarding the proxy materials to you. Broadridge Financial Solutions, Inc. (“Broadridge”) and D.F. King & Co, Inc. will assist us with the solicitation and tabulation of proxies for an estimated feefees of $8,500$9,000and $7,500, respectively, plus reasonableout-of-pocket costs and expenses. Our agreementagreements with Broadridge and D.F. King with respect to these matters containscontain customary indemnification provisions.
How many votes are required for the approval of each item?
| ◾ | Item 1-A plurality of votes cast at the Meeting in person or by proxy is required for the election of each nominee to serve as a director. |
| ◾ | Item 2-The affirmative vote of a majority of votes cast at the Meeting in person or by proxy is required to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020. |
| ◾ | Item 3-The affirmative vote of a majority of votes cast at the Meeting in person or by proxy is required to approve, on anon-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy materials. This vote is advisory and not binding on the Company, the Board or the Human Resources and Compensation Committee of the Board (“Compensation Committee”) in any way. To the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, the Board and the Compensation Committee will evaluate what actions, if any, may be appropriate to address shareholder concerns. |
Are abstentions and brokernon-votes part of the quorum?
Yes. Abstentions and brokernon-votes count as “shares present” at the Meeting for purposes of determining whether a quorum.
quorum has been established; however, the shares are not treated as votes cast and, therefore, will have no effect on the election of directors, the ratification of the appointment of Ernst & Young LLP, or the3 |non-bindingVolt Information Sciences, Inc. 2017 advisory vote on the compensation of the named executives as disclosed in this Proxy Statement
GENERAL INFORMATION
Statement.
What are brokernon-votes?
If your shares are held by a broker, the broker may require your instructions in order to vote your shares. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen depending on the type of proposal. If the proposal is considered “routine”, the broker may vote your shares in its discretion. For other proposals, the broker may not vote your shares without your instructions. When that happens, it is called a “brokernon-vote.”
4 |Volt Information Sciences, Inc. 2020 Proxy Statement
GENERAL INFORMATION
Item 2 in this Proxy Statement (ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017)2020) will be considered routine and the broker may vote your shares for this Item in its discretion. The broker is not entitled to vote your shares on the other Items unless the broker has received instructions from you with respect to such Items.
Who will count the vote?
Votes at the Meeting will be counted by the inspectorsinspector of election appointed by the Board.
What if I do not vote for some or all of the matters listed on my proxy card?
If you are a registered shareholder and you return a signed proxy card without indicating your vote for somecertain or all of the matters, your shares will be voted as follows for any matter you did not vote on:
forthe nominees to the Board listed on the proxy card; |
forthe ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year |
forthe approval of, on anon-binding, advisory basis, the Company’s executive compensation as disclosed in these proxy |
materials.
How do I submit a shareholder proposal for the 20182021 annual meeting?
There are two principal means for submitting shareholder proposals. If a shareholder wishes to have a proposal considered for inclusion in next year’s Proxy Statementproxy statement pursuant to RuleRule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, the proposal must comply with the requirements of Rule14a-8 and be received by us at our principal executive offices by no later than 120 calendar days before theone-year anniversary of the date on which the Company is releasing this Proxy Statement to shareholders in connection with this year’s Meeting.
If a shareholder wishes to submit a proposal that is not intended to be included in our Proxy Statement, or to nominate a candidate for director, he or she must give the Company written notice no earlier than 150 days and no later than 120 days prior to theone-year anniversary of the date of the notice of this year’s Meeting and must otherwise comply with the requirements set forth in our Amended and RestatedBy-Laws (the“By-Laws”);provided,however, that if the 20182021 annual meeting date is advanced by more than 30 days before or delayed by more than 30 days after theone-year anniversary date of this year’s Meeting, and less than 130 days’ informal notice to shareholders or other prior public disclosure of the date of the 20182021 annual meeting is given or made, then shareholders must provide notice to the Company within the time periods specified in theBy-Laws. Copies of theBy-Laws are available to shareholders free of charge on request to the Company’s Secretary, Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036.2401 N. Glassell Street, Orange, California 92865.
4 |Volt Information Sciences, Inc. 2017 2020 Proxy Statement| 5
GENERAL INFORMATION
Where can I find the voting results?
We will publish voting results in a FormForm 8-K which we will file with the SEC shortly after the vote is certified. To view this FormForm 8-K online, visit the Company’s Investor Relations website at http:https://www.volt.com/template_vis_investors.investor.volt.com.
Can shareholders and other interested parties communicate directly with our Board? If so, how?
Yes. You may communicate directly with one or more members of the Board by writing to the Company’s Secretary, Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, NY 10036.2401 N. Glassell Street, Orange, California 92865. The Company’s Secretary will then forward all questions or comments directly to our Board or a specific director, as the case may be.
56 | Volt Information Sciences, Inc. 2017 2020 Proxy Statement
GENERAL INFORMATION
ITEM 1. ELECTION OF DIRECTORS
At this year’s Meeting, the Board proposes that the following nominees be elected until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected.
Assuming a quorum is present, the sevensix nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
The Board recommends that you vote FOR each of the following nominees:
| ◾ | Celia R. Brown |
| ◾ | Nick S. Cyprus |
| ◾ | Bruce G. Goodman |
| ◾ | William J. Grubbs |
| ◾ | Linda Perneau |
| ◾ | Arnold Ursaner |
Please see “Directors, Executive Officers and Corporate Governance—DirectorsExecutive Officers and Executive OfficersDirectors” for information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on,out and such nominees’nominee’s business experience during the past five years. Such information has been furnished to the Company by the director nominees.
6 |Volt Information Sciences, Inc. 2017 2020 Proxy Statement| 7
GENERAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth information, as of February 20, 201717, 2020 (except as described in the footnotes to the following table), with respect to the beneficial ownership of our common stock, our only class of voting or equity securities, by (a) each person who is known to us to own beneficially more than five percent of the outstanding shares of our common stock, (b) each of the 20162019 named executive officers (the “2016“2019 Named Executive Officers” or the “Named Executive Officers”), (c) each of our directors and director nominees and (d) all current executive officers and directors as a group. Unless otherwise indicated, the address for each individual listed below is c/o Volt Information Sciences, Inc., 1133 Avenue of Americas,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York New York 10036.11553.
| Name of Beneficial Owner | Shares of Common Stock(1) | Shares That May be Acquired Within 60 Days(2) | Percent of Class | |||||||||
| Five Percent Shareholders (other than Named Executive Officers and Directors): | ||||||||||||
Deborah Shaw | 2,198,739 | (3) | 3,000 | 10.20 | % | |||||||
Linda Shaw | 1,391,095 | (4) | — | 6.44 | % | |||||||
Dimensional Fund Advisors, LP | 1,204,193 | (5) | — | 5.58 | % | |||||||
Steven A. Shaw | 1,109,133 | (6) | — | 5.14 | % | |||||||
| Named Executive Officers, Directors and Director Nominees: | ||||||||||||
Jerome Shaw | 2,492,225 | (7) | 8,000 | 11.95 | % | |||||||
Glacier Peak Capital LLC / John C. Rudolf | 2,203,439 | (8) | 36,675 | 10.69 | % | |||||||
Bruce G. Goodman | 733,612 | (9) | 39,675 | 3.69 | % | |||||||
Michael D. Dean | 110,326 | 160,683 | 1.29 | % | ||||||||
Dana Messina | 54,063 | 36,675 | * | |||||||||
James E. Boone | 35,458 | 36,675 | * | |||||||||
Laurie Siegel | 25,458 | 36,675 | * | |||||||||
Nicholas S. Cyprus | 22,458 | 36,675 | * | |||||||||
Jorge Perez | — | — | * | |||||||||
Ann R. Hollins | — | — | * | |||||||||
Nancy Avedissian | — | — | * | |||||||||
Paul Tomkins | 3,300 | 18,291 | * | |||||||||
Leonard F. Naujokas | — | — | * | |||||||||
All executive officers, directors and director nominees as a group (16 persons) | 5,684,654 | 450,603 | 28.71 | % | ||||||||
Name of Beneficial Owner | Shares of Common Stock(1) | Shares That May be Acquired Within 60 Days(2) | Percent of Class | ||||||||||||
Five Percent Shareholders (other than Named Executive Officers and Directors): |
| ||||||||||||||
Deborah Shaw | 2,161,561 | (3) | — | 9.84 | % | ||||||||||
Fortis Holding LLC | 2,102,258 | (4) | — | 9.57 | % | ||||||||||
Steven Shaw | 1,843,996 | (5) | — | 8.40 | % | ||||||||||
Wax Asset Management, LLC | 1,395,290 | (6) | — | 6.35 | % | ||||||||||
Linda Shaw | 1,317,917 | (7) | — | 6.00 | % | ||||||||||
Michael Shaw | 1,302,065 | (8) | — | 5.93 | % | ||||||||||
Dimensional Fund Advisors, LP | 1,137,267 | (9) | — | 5.18 | % | ||||||||||
Named Executive Officers, Directors and Director Nominees: | |||||||||||||||
Bruce G. Goodman | 720,729 | (10) | 36,675 | 3.53 | % | ||||||||||
Linda Perneau | 78,541 | 88,788 | * | ||||||||||||
Paul Tomkins | 77,677 | (11) | 160,066 | * | |||||||||||
Arnold Ursaner | 47,659 | (12) | — | * | |||||||||||
William J. Grubbs | 47,295 | — | * | ||||||||||||
Nancy Avedissian | 36,715 | 76,650 | * | ||||||||||||
Nick S. Cyprus | 28,958 | (12) | 36,675 | * | |||||||||||
Celia R. Brown | 10,000 | — | * | ||||||||||||
Lori Schultz | 8,468 | — | * | ||||||||||||
Herbert M. Mueller | 2,000 | — | * | ||||||||||||
All executive officers, directors and director nominees as a group (10 persons) | 984,564 | 238,788 | 5.65 | % | |||||||||||
| * | Less than 1%. |
8 |Volt Information Sciences, Inc. 2020 Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
| (1) | Except as noted, the named beneficial owners have sole voting and investment power with respect to their beneficially owned shares. |
| (2) | The shares underlying all equity awards that may be exercised within 60 days are deemed to be beneficially owned by the person or persons for whom the calculation is being made and are deemed to have been exercised for the purpose of calculating this percentage, including the shares underlying options where the exercise price is above the current market price. |
| (3) | Includes (i) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Deborah Shaw, Linda Shaw (Deborah Shaw’s sister) and a daughter of Deborah Shaw are directors, as to which shares Deborah Shaw may be deemed to have shared voting and investment power; (ii) 71,220 shares owned by Deborah Shaw as custodian under the California Uniform Transfers to Minors Act for the benefit of her children; (iii) |
7 |Volt Information Sciences, Inc. 2017 Proxy Statement
GENERAL INFORMATION
| (4) | Based on a Schedule 13G filed with the SEC on February 14, 2020 jointly by Glacier Peak Capital, LLC (“GPC”), Glacier Peak U.S. Value Fund, L.P. (the “Fund”), Fortis Capital Management LLC (“FCM”), Fortis Holdings LLC (“Fortis Holdings”), Mike Boroughs, Paul Misleh, and John Rudolf. GPC as the investment manager of certain managed accounts (the “Managed Accounts”), may be deemed to beneficially own the securities beneficially owned by the Fund. In addition to the securities it beneficially owns directly, FCM, as the investment advisor to the Fund, may also be deemed to beneficially own the securities biennially owned by the Fund. Each of GPC and FCM are directly owned by Fortis Holdings and therefore Fortis Holdings may be deemed to beneficially own the securities beneficially owned by GPC and FCM. Messrs. Boroughs, Misleh and Rudolf, as Managing Partners of both GCC and FCM, may be deemed to share voting and dispositive power over the securities beneficially owned by GPC and FCM. |
| (5) | Includes (i) |
| (6) | Based on a Schedule 13G filed with the SEC on February 11, 2020 by Wax Asset Management, LLC. Such shares are owned by investment advisory clients of Wax Asset Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares for its clients. Investment advisory contracts also grant Wax Asset Management, LLC voting power over the securities held in client accounts. In all cases, persons other than Wax Asset Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client of Wax Asset Management, LLC holds more than five percent of the class. |
| (7) | Includes (i) 73,178 shares held by Linda Shaw, Bruce G. Goodman (her husband and a director of the Company) and Deborah Shaw (her sister and a former director of the Company) as trustees of trusts for the benefit of the children of Linda Shaw, as to which shares Linda Shaw has shared voting and investment power; and (ii) 5,749 shares held by the William and Jacqueline Shaw Family Foundation, Inc., a charitable foundation of which Linda Shaw, Deborah Shaw and a daughter of Deborah Shaw are the directors, as to which shares Linda Shaw has shared voting and investment power. The inclusion of the shares in clauses (i) and (ii) is not an admission of beneficial ownership of those shares by Linda Shaw. Does not include (a) |
Includes (i) 119,852 shares held by Michael Shaw as an individual together with his spouse; (ii) 1,170,367 shares held in a revocable or living trust in which Michael Shaw and his spouse are the current beneficiaries and trustees; (iii) 8,364 shares held through the Company’s 401(k) Savings Plan; and (iv) 3,229 shares held in The Jerome and Joyce Shaw Family Administrative Trust. |
| (9) | Based on a Schedule 13G filed with the SEC on February |
| Includes (i) |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
| (11) | Effective August 23, 2019, Mr. Tomkins separated from the Company. The beneficial ownership amount for Mr. Tomkins is shown as of August 23, 2019. The Company is unable to confirm Mr. Tomkins’ current beneficial ownership. |
| (12) | Each of Messrs. Cyprus and Ursaner have elected to defer the receipt of 29,576 shares pursuant to the Company’snon-qualified deferred compensation and supplemental savings plan, which shares are not reflected in this table. |
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The names of our current directors and executive officers and their ages, positions, biographies and outside directorships are set forth below. Also included for our directors is information regarding their specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve on our Board. Our executive officers are appointed by, and serve at the discretion of, our Board. Mr. Bryan Berndt and the Company mutually agreed to terminate his employment as the Company’s Controller and Chief Accounting Officer for personal reasons, effective as of January 27, 2017. Mr. Leonard Naujokas was appointed as Interim Controller and Chief Accounting Officer effective as of the same date. ThisThe information presented below is current as of February 24, 2017.2020.
Name | Age | Position(s) | ||||||
Executive Officers and Executive Directors | ||||||||
| 54 | President, Chief Executive Officer and Director | ||||||
| ||||||||
| 62 | Senior Vice President and Chief Financial Officer | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||||
Leonard Naujokas | 48 | Controller and Chief Accounting Officer | ||||||
| ||||||||
| ||||||||
| ||||||||
| 63 | Senior Vice President and Chief | ||||||
| ||||||||
Nick S. Cyprus | ||||||||
| ||||||||
| 66 | Director | ||||||
Bruce G. Goodman | 71 | Director | ||||||
| ||||||||
| 62 | Director | ||||||
| ||||||||
| ||||||||
| ||||||||
Arnold Ursaner | 69 | Director | ||||||
Celia R. Brown | 65 | Director | ||
Executive Officers and Executive Directors
| ||
Age:54 Director since:2018 Committees: ◾ none | Biographical Information Linda Perneau was appointed Interim President and Chief Executive Officer in June 2018 and has been a director and our President and Chief Executive Officer since November 2018. Ms. Perneau joined the Company in November 2017. Previously, Ms. Perneau held a number of senior-level positions in the General Staffing Division of Randstad US, most recently as itsCo-President. She had served as that division’s Chief Operating Officer from July 2015 to January 2017, as a Division President at Randstad from April 2012 to July 2015, and as an Executive Vice President at Randstad from December 2011 to April 2012. Ms. Perneau’s experience in the staffing industry also includes serving as Executive Vice President at SFN Group (Spherion), Senior Vice President (Southeast Division) at Adecco, and Area Manager-West Region for Kelly Services. | |
Michael D. Dean has been a director since May 2015 and our President and Chief Executive Officer since October 19, 2015. Mr. Dean previously served as Interim President and Chief Executive Officer of the Company from June 2015 until October 2015 and Chairman of the Board (the “Chairman”) from May 2015 until October 2015. From March 2013 until May 2015, Mr. Dean had a break in service. He was Chief Executive Officer of Nature’s Sunshine Products, Inc. from July 2010 until March 2013. He also served as a director on its board from May 2009 until March 2013 and as a member of its audit committee from June
9 |Volt Information Sciences, Inc.2017 2020 Proxy Statement| 11
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2009 until March 2010. From 2003 to 2010, Mr. Dean was Chief Executive Officer of Mediaur Technologies, Inc., aprivately-held satellite technology company that provides proprietary antenna system solutions for commercial and government applications. Before Mediaur, Mr. Dean was Executive Vice President of ABC Cable Networks Group, amulti-billion dollar global division of The Walt Disney Company, where he ran all of the division’snon-creative operations including Affiliate Sales and Marketing, Finance, Legal, Broadcasting Operations, IT, Human Resources, and Business Development. Earlier at Disney, he was Senior Vice President of Corporate Strategic Planning, responsible for all corporate strategy, development, and M&A in Disney’s broadcasting, cable, and film studio businesses. Before Disney, Mr. Dean was a strategy consultant with Bain & Company. He holds an MBA from the Harvard Business School. Mr. Dean brings to our Board substantial managerial, operational and strategy experience.
Jerome Shawco-founded the Company in 1950 with his brother, has served as Executive Vice President since 1957 (when the present company was organized), served as Secretary of the Company from 1957 until 2014 and has been employed in executive capacities by the Company and its predecessors since 1950. Mr. Shaw continues to provide leadership through his deep understanding of our industry, business, services, customers, suppliers and employees. Mr. Shaw served on the Board from April 2012 to May 2015.
Paul Tomkins has been our Senior Vice President and Chief Financial Officer since March 2015. From August 2014 to March 2015, Mr. Tomkins had a break in service. From May 23, 2011 to July 30, 2014, Mr. Tomkins served as the Executive Vice President and Chief Financial Officer at Reader’s Digest Association, Inc., where he oversaw all aspects of finance and accounting and played an integral role in managing a number of importantnon-core business divestitures. Prior to his role at Reader’s Digest, Mr. Tomkins spent 27 years at AT&T, where he most recently served as the Vice President and Controller of AT&T Business Solutions and previously held a number of other financial management positions. Mr. Tomkins is a Certified Public Accountant and is a member of the American Institute of CPAs and the NJ Society of CPAs. He earned his MBA with an emphasis in International Finance from Seton Hall University.
Bryan Berndt served as the Company’s Controller and Chief Accounting Officer from April 2015 until January 2017. From April 2012 until March 2015, Mr. Berndt was the Controller and Chief Accounting Officer of Reader’s Digest Association, Inc. From December 2011 to April 2012, Mr. Berndt had a break in service. From 2008 until December 2011, he was Treasurer and Vice President of Finance at Bowne & Co., Inc. Prior to 2008, he was Controller of Loews Cineplex Entertainment and a Senior Manager for PricewaterhouseCoopers. Mr. Berndt is a Certified Public Accountant and Chartered Global Management Accountant. He holds a Masters in Taxation from Fordham University, the Gabelli Graduate School of Business and a Bachelor of Business Administration in Public Accounting from Pace University.
Leonard Naujokashas served as our Interim Controller and Chief Accounting Officer since January 27, 2017 while the Company conducts a search to assess internal and external candidates for the position of Controller and Chief Accounting Officer. Prior to his appointment as Interim Controller and Chief Accounting Officer, Mr. Naujokas served since August 2012 as the Company’s Vice President and Assistant Corporate Controller. He has seventeen years of experience leading accounting functions. Before joining the Company, Mr. Naujokas served as Senior Director of SEC Reporting/Technical Accounting for Monster Worldwide, LLC from January 2011 to August 2012. From November 2003 through December 2010, Mr. Naujokas worked at Motorola, Inc., during which time it acquired Symbol Technologies, Inc. At Motorola, his responsibilities increased over the course of his tenure until he served as its Director of Accounting, Controller Enterprise Solutions Business.
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| ||
Age:62 Director since:2019 Committees: ◾ none | Biographical Information Herbert Mueller was appointed Senior Vice President and Chief Financial Officer in August 2019. Immediately prior to joining the Company, Mr. Mueller served as the Chief Financial Officer and Executive Vice President of Resources Global Professionals (“RGP”), the operating subsidiary of Resources Connection, Inc., a global provider of consulting services. From November 2013 to August 2016, Mr. Mueller served as Managing Director of a regional division of RGP, where he focused on expanding consulting opportunities. Prior to that, Mr. Mueller served as Director of Client Services of RGP from January 2012 to November 2013. Mr. Mueller has significant experience in the areas of finance, accounting, business operations, and risk and compliance management. | |
Kevin Hannon has been our Vice President and Treasurer since March 2015. Previously, he was our Assistant Treasurer since January 2008. Prior to joining the Company, Mr. Hannon was an Assistant Treasurer and Finance Manager with Atlas Copco North America, Inc., and also gained extensive financial regulatory experience as a bank examiner with the US Treasury Department. In addition to undergraduate degrees in Business and Economics, Mr. Hannon obtained his MBA from Rutgers Business School in Strategic Management and Finance, and he also has the CTP (Certified Treasury Professional) designation.
Nancy T. Avedissian | ||
Nancy T. Avedissian has been our Senior Vice President, General Counsel and Corporate Secretary since October, 2016. From April 2009 through immediately prior to beginning her service with the Company, Ms. Avedissian was the General Counsel of Worldwide Clinical Trials, a global provider of full-service drug development services to the pharmaceutical and biotechnology industries. She also served as the Vice President of Legal Affairs of that company beginning in 2012. Prior to April 2009, Ms. Avedissian was a corporate attorney with the law firm Milbank, Tweed, Hadley & McCloy LLP, where she worked since 1999. Ms. Avedissian has over 17
Age:46
Director since:2019
Committees:
◾ none
Biographical Information
Nancy T. Avedissian has been our Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2019 and our Senior Vice President, General Counsel and Corporate Secretary. From October 2016 until that time, Ms. Avedissian served as our Senior Vice President, General Counsel and Corporate Secretary. From April 2009 through immediately prior to beginning her service with the Company, Ms. Avedissian was the General Counsel of Worldwide Clinical Trials, a global provider of full-service drug development services to the pharmaceutical and biotechnology industries. She also served as the Vice President of Legal Affairs of that company beginning in 2012. Prior to April 2009, Ms. Avedissian was a corporate attorney with the law firm Milbank LLP, where she worked since 1999. Ms. Avedissian has over 20 years of experience in corporate legal practice. Ms. Avedissian holds undergraduate degrees from the University of California, Irvine and earned a juris doctorate degree from Loyola Law School, Los Angeles.
Ann R. Hollins has been our Senior Vice President and Chief Human Resources Officer since March 2016. From January 2015 to March 2016, Ms. Hollins was President of ARH Consulting, in which capacity she provided executive human resources consulting services to chief executive officers and senior executives across a broad range of projects, including organizational design & development, talent management, executive compensation and coaching. Prior to her role with ARH Consulting, Ms. Hollins served as Chief Human Resources Officer for Weight Watchers International from March 2013 to December 2014, during which time she led Weight Watchers’ successful global organizational restructuring and cultural transformation. Prior to Weight Watchers, she served in senior executive roles at Hess Corporation from March 2006 to February 2013, including as Global Chief Diversity and Inclusion Officer, Global Chief Learning and Development Officer and Vice President, Human Resources, Marketing and Refining. Prior to Hess, she held human resources leadership roles of increasing responsibility at Tyco, D&B, PepsiCo and BP. Ms. Hollins holds an MBA in Finance and Marketing from New York University Stern School of Business and a BBA in Human Resources from University of Iowa.
Rhona Driggs has been our President of the Volt Consulting Group and Senior Vice President of the Volt Workforce Solutions Commercial Operations since May 2016. Prior to then, she served as our Senior Vice President—North American Staffing since November 2013 and has been employed by us since 1996. Prior to her appointment as Senior Vice President—North American Staffing, she served in various roles with increased responsibilities within our Staffing Service segment including Regional Manager and Regional Vice President. Prior to joining us, Ms. Driggs held various positions of increasing responsibility at Kelly Services from 1990-1996. Ms. Driggs was an executive officer of the Company until June 8, 2016.
Jorge Perez has been the President of Volt Workforce Solutions since April 2016. Prior to joining the Company, Mr. Perez was the Executive Vice President of the Professional Diversity Network from March 2015 until April 2016. Prior to then, Mr. Perez worked with ManpowerGroup, Inc. in various capacities for over 20 years, most recently as the Senior Vice President of ManpowerGroup from August 2014 until March
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2015, and previously as the Senior Vice President of Manpower North America starting in 2008. In his role as Senior Vice President, Mr. Perez led a successful business transformation which resulted in growing revenues and expanding profitability by creating redefined sales and delivery channels, shared services, and a central sourcing model. Mr. Perez holds a Bachelor’s degree in Electrical and Mechanical Engineering from La Salle University in Mexico City, and has participated in several executive programs in Europe, Mexico, and the U.S.
Non-Executive Directors, FormerNon-Executive Director andNon-Executive Director Nominee
| ||
Age:48 Director since:2017 Committees: ◾ none | Biographical Information Leonard Naujokas has served as our Controller and Chief Accounting Officer since June 2017. Mr. Naujokas served as the Company’s interim Controller and Chief Accounting Officer from January 2017 to June 2017 and served from August 2012 to January 2017 as the Company’s Vice President and Assistant Corporate Controller. He has 18 years of experience leading accounting functions. Before joining the Company, Mr. Naujokas served as Senior Director of SEC Reporting/Technical Accounting for Monster Worldwide, LLC from January 2011 to August 2012. From November 2003 through December 2010, Mr. Naujokas worked at Motorola, Inc., during which time it acquired Symbol Technologies, Inc. At Motorola, his responsibilities increased over the course of his tenure, culminating in his service as its Director of Accounting, Controller Enterprise Solutions Business. Mr. Naujokas is an active Certified Public Accountant and is a member of the American Institute of CPAs. He holds a Bachelor of Science degree in Accounting from St. John’s University. | |
Dana Messina has served as Chairman since October 2015 and has been a director since May 2015. Mr. Messina was Chief Executive Officer and a director of Steinway Musical Instruments from August 1996 to October 2011. Mr. Messina also owns and serves as the President of Kirkland Messina LLC, a firm founded in 1994 that specializes in financial advisory services. Prior to founding Kirkland Messina, Mr. Messina was a Senior Vice President in the High Yield Bond Department at Drexel Burnham Lambert Incorporated. Mr. Messina graduated magna cum laude from Tufts University with a Bachelor’s of Science in mechanical engineering, and received an MBA from the Harvard Business School. Mr. Messina brings to our Board significant operating and financial expertise as well as substantial experience as a public company director.
Bruce G. Goodman has been a director since May 2000. He has been General Counsel of Shepherd Kaplan LLC (an investment advisor registered with the SEC) since April 2008. From April 1995 to April 2008, he was a partner of the law firm of Hinckley, Allen & Snyder LLP. In addition to his perspective as anon-management director, Mr. Goodman provides to the Board experience as a business lawyer with substantial experience and insight into the investment markets obtained as general counsel to an investment advisory firm.
| ||
Age:63 Director since:2019 Committees: ◾ none | Biographical Information Lori Schultz was appointed Senior Vice President and Chief Global Solutions Officer in June 2019. Ms. Schultz joined the Company in August 2018 as Chief Operating Officer for Volt Consulting Group, Design Technical Services and the Company’s IT and engineering staffing business. Previously, Ms. Schultz served as Senior Vice President, Global Program Management at Pontoon from April 2016 to August 2018, where she was responsible for Global Management Services, RPO and Statement of Work Solutions. Prior to that, Ms. Schultz served as a consultant from December 2014 to April 2016 and Global President of Yoh Services, where she worked from July 2009 to November 2014. | |
John C. Rudolf served as a director from March 2015 until February 23, 2017. Mr. Rudolf currently serves as President and Senior Portfolio Manager of Glacier Peak Capital LLC, an investment advisory firm registered with the SEC he founded in July 2012. From April 1996 until July 2012, Mr. Rudolf served as a Managing Member and founder of Summit Capital Group, an independent investment advisory firm registered with the SEC managing individual accounts and several private investment funds. From 1975 until 1996, Mr. Rudolf served in various positions at Oppenheimer & Co., Inc., including partner in charge of Oppenheimer’s Pacific Northwest operations from 1988 until 1996. Mr. Rudolf has served on the board of directors of Detrex Corporation, a leading manufacturer of high performance specialty chemicals including additives for industrial petroleum products and high purity hydrochloric acid, since November 2012. Mr. Rudolf brought to our Board substantial experience and knowledge as a professional investor and the perspective of a substantial,long-term shareholder in our Company.
James E. Boone has been a director since May 2015. Mr. Boone has been an independent executive management consultant and angel investor since 2013. From June 2011 to May 2012, Mr. Boone served as an advisor to the Chief Executive Officer of the Company and, from June 2011 to December 2012, as President and Chief Executive Officer of ProcureStaff Technologies, Ltd., a then separate business unit of the Company providing specialized software applications to manage temporary staffing, project work, and other human capital services. From January 2009 to June 2011, Mr. Boone served as President and Chief Executive Officer of Impellam Group PLC, North America, a provider of staffing solutions and managed
12 |Volt Information Sciences, Inc. 2017 2020 Proxy Statement| 13
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
services for workforce needs globally. Mr. Boone has extensive managerial and operational experience and background working with staffing and executive search firms, including the Company. Mr. Boone graduated magna cum laude from the University of Louisville with a Bachelor’s of Science in Commerce.Non-Executive Directors
| ||
Nicholas S. Cyprus has been a director since May 2015. Mr. Cyprus has been a member of the board of directors of DigitalGlobe, Inc. since May 2009 and the board of directors of The Reader’s Digest Association, Inc. since June 2012. He is the Chairman of the audit committees of both boards and serves on the governance & nominating committee of DigitalGlobe, Inc. He also provides advisory services for several smaller clients. From December 2006 to March 2013, Mr. Cyprus was employed by General Motors Company, most recently as Vice President, Controller and Chief Accounting Officer. General Motors filed a petition under Chapter 11 of the Bankruptcy Code in June 2009. Mr. Cyprus continued to serve at General Motors during the pendency of, and its emergence from, bankruptcy. Mr. Cyprus was a member of the team involved in the initial public offering of General Motors stock in November 2010. Prior to joining GM in 2006, Mr. Cyprus was Senior Vice President, Controller and Chief Accounting Officer for The Interpublic Group of Companies, Inc., one of the world’s largest advertising and marketing services companies. Before Interpublic, Mr. Cyprus held positions of increasing responsibility at AT&T for more than 22 years, serving in his most recent role as Vice President, Controller and Chief Accounting Officer from 1999 to 2004. Mr. Cyprus earned his Bachelor’s
Age:66
Director since:2015
Committees:
◾ Audit (Chair)
◾ Nominating/Corporate Governance
◾ Human Resources/
Compensation
Biographical Information
Nick S. Cyprus has been a director since May 2015. Mr. Cyprus also serves on the Board of Maxar Technologies as Audit Committee Chair and as a member of its Risk Committee. He previously served as a member of its Governance & Nominating Committee. From 2009 until October 2017, when Maxar Technologies acquired DigitalGlobe, Inc., Mr. Cyprus served as Audit Committee Chair at DigitalGlobe. Mr. Cyprus has also served as the Audit Committee Chair of Trusted Media Brands since June 2012. He also provides advisory services for several smaller clients. From December 2006 to March 2013, Mr. Cyprus was employed by General Motors Company (“GM”), most recently as Vice President, Controller and Chief Accounting Officer. GM filed a petition under Chapter 11 of the Bankruptcy Code in June 2009. Mr. Cyprus continued to serve at GM during the pendency of, and its emergence from, its bankruptcy. Mr. Cyprus was a member of the team involved in the initial public offering of GM stock in November 2010. Prior to joining GM in 2006, Mr. Cyprus was Senior Vice President, Controller and Chief Accounting Officer for The Interpublic Group of Companies, Inc. (“Interpublic”), one of the world’s largest advertising and marketing services companies. Before Interpublic, Mr. Cyprus held positions of increasing responsibility at AT&T for more than 22 years, serving in his most recent role as Vice President, Controller and Chief Accounting Officer from 1999 to 2004. Mr. Cyprus earned his bachelor’s degree in accounting from Fairleigh Dickinson University and an MBA from New York University, Stern School of Business. He is an active Certified Public Accountant in the State of New Jersey. Mr. Cyprus brings to our Board valuable managerial, financial, and accounting experience serving companies with global operations.
Laurie Siegel has been a director since May 2015. Ms. Siegel has been the President of LAS Advisory Services, a firm providing advice to organizations on issues related to talent management, succession planning, organizational capability and culture since January 2013. Ms. Siegel was the Chief Human Resource Officer at Tyco International Ltd. from January 2003 until November 2012. She joined the company as part of a new leadership team charged with restoring the company’s reputation, financial health and governance practices. Ms. Siegel had responsibility for rebuilding the leadership team, executing a strategy to restore the confidence of the company’s employees and building an HR function with deep expertise in global human resource practices. Since February 2009, Ms. Siegel has been a member of the board of directors of, and Chair of the compensation committee of, CenturyLink, Inc., a broadband, telecommunications and data hosting company, and a director of FactSet Research Systems Inc., a multinational financial data and software company. Ms. Siegel has an MBA and a Master’s degree in City and Regional Planning, both from Harvard University. She completed her Bachelor’s degree at the University of Michigan. Ms. Siegel serves as an advisor to the G100 Network and teaches at the Ross School of Business at the University of Michigan and the Cornell School of Industrial and Labor Relations. Ms. Siegel brings to our Board substantial experience as a human resources executive with large global enterprises as well as substantial public company board experience.
| ||
Age:71 Director since:2000 Committees: ◾ Nominating/Corporate Governance (Chair) ◾ Audit | Biographical Information Bruce G. Goodman has been a director since May 2000. He has been General Counsel of Shepherd Kaplan LLC (an investment advisor registered with the SEC) since April 2008. Effective November 1, 2017, he also became Co-General Counsel of Shepherd Kaplan Krochuk, LLC (also an investment advisor registered with the SEC), when that firm acquired Shepherd Kaplan LLC. From April 1995 to April 2008, he was a partner of the law firm of Hinckley, Allen & Snyder LLP. In addition to his perspective as a non-management director, Mr. Goodman provides to the Board experience as a business lawyer with substantial experience and insight into the investment markets obtained as general counsel to an investment advisory firm. | |
William J. Grubbs has been an interim director since February 23, 2017. He has been nominated to serve as a director of the Company. Mr. Grubbs became President, Chief Operating Officer and a director of Cross Country Healthcare, a NASDAQ-listed company that specializes in healthcare workforce solutions, on April 1, 2013. He was appointed Chief Executive Officer of Cross Country Healthcare on July 5, 2013. Beginning in October 2012 and continuing until March 2013, Mr. Grubbs was Executive Vice President and Chief Operating Officer of Trueblue, Inc. From October 2011 until October 2012, Mr. Grubbs worked as a freelance consultant. From November 2005 through October 2011, Mr. Grubbs held various senior executive
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positions with SFN Group, Inc., including Executive Vice President and Chief Operating Officer commencing in January 2007. Mr. Grubbs holds a B.S. degree in Computer Science from the University of New Hampshire. He currently serves on the advisory boards of Diversant, LLC and Lannick Group of Companies.
William J. Grubbs | ||
Age:62 Director since:2017 Committees: ◾ Nominating/Corporate Governance ◾ Human Resources/ | Biographical Information William J. Grubbs has been a director since February 2017, when he was appointed as an interim director. Mr. Grubbs was subsequently elected as a director in June 2017. Effective immediately following the 2019 annual meeting, Mr. Grubbs commenced his service as the independent, non-executive Chairman of the Board, which role he continues to occupy. Mr. Grubbs became President, Chief Operating Officer and a director of Cross Country Healthcare, a NASDAQ-listed company that specializes in healthcare workforce solutions, in April 2013. He was appointed Chief Executive Officer of Cross Country Healthcare in July 2013 and served in that capacity until his retirement on January 16, 2019. Beginning in October 2012 and continuing until March 2013, Mr. Grubbs was Executive Vice President and Chief Operating Officer of Trueblue, Inc. From October 2011 until October 2012, Mr. Grubbs worked as a freelance consultant. From November 2005 through October 2011, Mr. Grubbs held various senior executive positions with SFN Group, Inc., including Executive Vice President and, commencing in January 2007, Chief Operating Officer. Mr. Grubbs holds a B.S. degree in Computer Science from the University of New Hampshire. | |
Arnold Ursaner | ||
Arnold Ursaner has been nominated to serve as a director of the Company. From April 2015 until the present, Mr. Ursaner has managed the Ursaner Family Office, a private investment firm. Mr. Ursaner served as the founder and president of CJS Securities, Inc. from September 1997 through April 2015. In this capacity, he oversaw the strategy and growth of the company, which specialized in providingin-depth, fundamental research on small-capitalization andmid-capitalization companies viewed by CJS as underfollowed or misunderstood. Since 2010, Mr. Ursaner has served as a board member and a member of the Finance Committee of Friends of Karen, a nonprofit organization. Additionally, Mr. Ursaner has served as the head of the Finance Committee of Friends of Karen since 2014 and he served as Vice President of the organization in 2015. Mr. Ursaner earned a B.S. degree in Economics from the State University of New York at Stonybrook. He was awarded the Best on the Street Award for General Industrial Services in 2003, Best on the Street Award for Business Services in 2006 and theWall Street Journal Starmine
Age:69
Director since:2017
Committees:
◾ Audit
Biographical Information
Arnold Ursaner has been a director since June 2017. From April 2015 until the present, Mr. Ursaner has managed the Ursaner Family Office, a private investment firm. Mr. Ursaner served as the founder and president of CJS Securities, Inc. from September 1997 through April 2015. In this capacity, he oversaw the strategy and growth of the company, which specialized in providing in-depth, fundamental research on small-capitalization and mid-capitalization companies viewed by CJS as underfollowed or misunderstood. Since 2010, Mr. Ursaner has served as a board member of Friends of Karen, a nonprofit organization. Previously, Mr. Ursaner served as the head of the Finance Committee of Friends of Karen from 2014 to 2017, and he served as Vice President of the organization in 2015. Mr. Ursaner earned a B.S. degree in Economics from the State University of New York at Stony Brook. He was awarded the Best on the Street Award for General Industrial Services in 2003, Best on the Street Award for Business Services in 2006 andThe Wall Street Journal StarMine award as the #1 Rated Analyst in Business and Industrial Services.
Volt Information Sciences, Inc. 2020 Proxy Statement | 15
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Celia R. Brown | ||
Age:65 Director since:2019 Committees: ◾ Human Resources/ ◾ Nominating/Corporate | Biographical Information Celia R. Brown has been a director since May 2019. From June 2016 until the present, Ms. Brown was a director of 1-800-Flowers.com, Inc., serving as a member of its Compensation and Nominating and Governance Committees. She has also been a management consultant since 2016. From January 2016 through June 2016, Ms. Brown served as an Integration Advisor at Willis Towers Watson and, from 2010 through January 2016, Ms. Brown served as the Executive Vice President and Group HR Director of Willis Group Holdings, a publicly-traded broking, solutions and advisory firm that merged with Willis Towers Watson. In her capacity as Executive Vice President and Group HR Director, she advised the CEO, compensation committee and board of directors on talent strategy, succession planning, reward strategy, culture, climate, and diversity. Ms. Brown earned a B.A. degree from Emory University and earned a Juris Doctorate degree from the University of North Carolina School of Law. | |
Corporate Governance
The Company’s business and affairs are managed by and under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the Company’s Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in regular and special meetings of the Board and its committees. Our Board has standing Audit, Nominating/Corporate Governance, and Compensation Committees. The Company’s policies and procedures with respect to the Board, as well as information regarding the roles and responsibilities of Board committee chairs and their committees, which are comprised solely of independent directors, are set forth in the committee charters and in our Corporate Governance Guidelines, copies of which are available in the Investors &Corporate Governance section of the Company’s website, at www.volt.com.
The Board held sixnine meetings during fiscal year 2016. All directors2019. Our Chairman of the Board attended the 2016 Annual Meeting.our 2019 annual meeting held on May 1, 2019, together with Ms. Perneau and Ms. Avedissian.
Audit Committee
The Audit Committee provides assistance to the Company’s directors in fulfilling the Board’s oversight responsibility as to the Company’s accounting, auditingaudit and financial reporting practices and as to the quality and integrity of the publicly distributed financial reports of the Company. The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. All services provided by our independent registered public accounting firm require the prior approval of the Audit Committee, with limited exceptions as permitted by the SEC’s Rule2-01 of RegulationS-X. Among the factors considered by the Audit Committee in evaluating the performance of the independent registered public accounting firm are service quality,
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responsiveness, quality of audit team personnel and the lead audit partner, management of the overall annual audit process, and understanding of the Company’s industry, business and internal control environment.
Among its functions, the Audit Committee reviews:
| ◾ | the audit plans and findings of our independent registered public accounting firm and our internal audit activities, as well as the results of regulatory examinations, and tracks management’s corrective action plans when such plans are necessary; |
| ◾ | our consolidated financial statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm; and |
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| ◾ | our financial risk and internal control procedures, and significant tax and legal matters. |
Each member of the Audit Committee, which is currently comprised of NicholasNick S. Cyprus (Chair), Bruce G. Goodman and Dana Messina,Arnold Ursaner, is financially literate and meets the current independence requirements for Audit Committee membership under both the rules of the SEC and the NYSE MKTAmerican Exchange (“NYSE:MKT”NYSE American”). The Board has determined that NicholasNick S. Cyprus is an “audit committee financial expert” within the meaning of the applicable SEC rules and that he possesses accounting and related financial management expertise within the meaning of the rules of the NYSE:MKT.NYSE American.
The Audit Committee operates under a written charter, adopted by our Board, whosethe adequacy of which is reviewed at least annually. The Audit Committee held 11four meetings during fiscal year 2016.2019.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee currently consists of Bruce G. Goodman (Chair), NicholasNick S. Cyprus, Dana MessinaWilliam J. Grubbs, and Laurie Siegel.Celia R. Brown. The Nominating/Corporate Governance Committee is comprised entirely of directors determined by the Board to be “independent” for purposes of the applicable NYSE:MKTNYSE American rules.
The Nominating/Corporate Governance Committee operates under a written charter adopted by our Board. The responsibilities of the Nominating/Corporate Governance Committee include: identifying, evaluating and recommending to the Board prospective nominees for director; reviewing the Company’s corporate governance policies and making recommendations to the Board from time to time regarding matters of corporate governance; and reviewing the performance of the Board and its members. The Nominating/Corporate Governance Committee has not established a formal process to identify and evaluate prospective nominees for director. However, in considering individuals for nomination to stand for election, the Nominating/Corporate Governance Committee will consider: (1) the current composition of directors and how they function as a group; (2) the skills, experiencesexpertise or background, and the personalities,substantive relative strengths and weaknesses of current directors; (3) the value of contributions made by individual directors; (4) the need for a person with specific skills, experiencesexpertise or background to be added to the Board; (5) any anticipated vacancies due to retirement or other reasons; and (6) other factors that may enter into the nomination decision.
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The Nominating/Corporate Governance Committee endeavors to select nominees that contribute requisite skills and professional experiencesexperience in order to advance the performance of the Board and establish awell-rounded Board with diverse views that reflect the interests of our shareholders. The Nominating/Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for directors,directors; however, there is no formal policy in this regard. The Nominating/Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, in addition to traditional concepts of diversity. Two of six current directors are female. The Nominating/Corporate Governance Committee held sixthree meetings during fiscal year 2016.2019. In addition, the Nominating/Corporate Governance Committee led discussions with respect to board composition and director nominations at the Board level.
Human Resources/Compensation Committee
The Human Resources/Compensation Committee currently consists of Laurie SiegelCelia R. Brown (Chair), NicholasNick S. Cyprus and James E. Boone.William J. Grubbs. The Compensation Committee is comprised entirely of directors determined by the Board to be “independent” for purposes of the applicable NYSE:MKTNYSE American rules. The Compensation Committee operates under a written charter adopted by our Board. Under its charter, the Compensation Committee may delegate certain of its authority to a subcommittee.subcommittee, and, pursuant to its charter, has delegated the authority to review and make certain decisions with respect to the compensation of employees of the Company who are not senior officers to the Chief Executive Officer (“CEO”). The Compensation Committee is responsible for establishing, implementing and monitoring the Company’s executive compensation policies and programs. The Company’s executive compensation program is designed to meet three principal objectives:
| ◾ | attract, motivate and retain the talented executives who are a critical component of the Company’s long-term success by providing each of them with a competitive total compensation package; |
| ◾ | ensure that executive compensation is aligned with both the short- and long-term interests of shareholders; and |
| ◾ | motivate and reward high levels of team and individual performance. |
From the talented executives who are a critical componentbeginning of the Company’slong-term success by providing each with a competitive total compensation package;
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During fiscal year 2016,2019 until August of 2019, the Compensation Committee continued to retainmade use of the services of ClearBridge Compensation Group, LLC, (“ClearBridge”), anas its independent compensation consultant and as advisor to the Compensation Committee. In August of 2019, the Compensation Committee retained the services of Pearl Meyer as its new independent compensation consultant. The Compensation Committee provides direction to its compensation consultantsconsultant with respect to itssuch committee’s role in reviewing management recommendations, attending committee meetings, and with respect to other matters related to the scope of the compensation consultant’s engagement. The Compensation Committee held sixseven meetings during fiscal year 2016.2019.
Additional information regarding the Compensation Committee and our policies and procedures regarding executive compensation, including the role of compensation advisors and executive officers in recommending executive compensation, is provided in the “Executive Compensation—Discussion of Fiscal Year 2019 Executive Compensation Discussion and AnalysisProgram” section of this Proxy Statement.
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Board Leadership Structure
We have always made the decision onhistorically considered whether to combine or separate the roles of Chief Executive Officer and Chairman based onin light of what was in the best interests of the Company’s shareholders based on the circumstances at the time. During fiscal year 2016, Dana MessinaIn 2019, William J. Grubbs served as our independent,non-executive Chairman. We believe this structure iscontinues to be appropriate, during this time, as it allows Mr. Dean,Ms. Perneau, as the President and Chief Executive Officer, to focus on leading the Company’s business at a time when we are actively seeking to advance the Company’s financial position.
Our Chairman chairs meetings of our independent directors. Our independent directors meetconfer regularly without management including our Chief Executive Officer, and are active in the oversight of our Company. Our Board and each Boardboard committee have access to members of our management team and the authority to retain independent legal, accounting or other advisors as they deem necessary or appropriate. During fiscal year 2016,2019, our Chief Executive Officer (“CEO”) Mr. DeanCEO, Ms. Perneau, did not andserve on any Board committee, nor does notMs. Perneau currently serve on any Board committee.
Our Chairman fulfilled the role of chairing meetings during fiscal year 2016.2019. In such role, the Chairman:
| ◾ | chairs meetings and executive sessions at which only the independent directors are present; and |
| ◾ | recommends to the Chief Executive Officer the retention of outside advisors and consultants who report directly to the Board. |
We believe that our Board leadership structure provides an appropriate balance between strong and strategic leadership and independent oversight of our Company, and that our Board leadership structure continues to serve the best interests of our Company and shareholders.
Risk Oversight
The Audit Committee is responsible for consideration of our Board oversees ourmajor and emerging risk management process.exposures to the Company including financial, operational, technology, privacy, data and physical security, legal and regulatory risks, as well as management’s actions to address/monitor and mitigate/control those risks. Theday-to-day responsibility for our risk management process rests with our Chief Executive Officer, Senior Vice President and Chief Financial Officer, and our Vice President of Risk Management. Our Senior Vice President and Chief Financial Officer and our Vice President of Risk Management provide periodic updates to the Audit Committee regarding, among other things, risk assessments and, actions taken to mitigate risk. During the latter part of the year, the Company formalized its existing risk management process by implementing an Enterprise Risk Management (“ERM”) program. The goal of the ERM program is to formally identify and evaluate risks that may affect the Company’s ability to execute its corporate strategy and fulfill its business objectives. The ERM program will employ a disciplined approach to identifying, documenting, evaluating,
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communicating, and monitoring enterprise risk management within the Company. In addition, our Director of Internal Audit, and during periods when that position is vacant, our Vice President of Risk Management, provides reports directlywhere necessary, to the Chairman of the Audit Committee and provides periodic updates to the Audit Committee regarding risk management issues, particularly those regarding accounting and finance-related risks.full Board. Our General CounselChief Legal Officer provides periodic updates to the Audit Committee regarding material legal claims against the Company.
Code of Business Conduct and Ethics
The Company has a Code of Business Conduct and Ethics. Directors, officers and all employees of the Company must act in accordance with these policies. The Code of Business Conduct and Ethics requires, among other things, all employees to engage in honest and ethical conduct in performing their duties, provides guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provides mechanisms to report unethical conduct.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Please see the section entitled “Availability of Corporate Governance Documents” below for information on how to view or obtain a copy of our Code of Business Conduct and Ethics.
Corporate Governance Guidelines
As a part of our Board’s commitment to sound corporate governance, our Board has adopted a set of “Corporate Governance Guidelines”, which guides the operation of the Board and its committees. The Nominating/Corporate Governance Committee reviews our Corporate Governance Guidelines at least annually and recommends any changes to our Board for its consideration and approval.
Our Corporate Governance Guidelines cover, among other topics:
| ◾ | board structure and composition; |
| ◾ | director independence; |
| ◾ | board member nomination and eligibility requirements; |
| ◾ | board leadership and executive sessions; |
| ◾ | committees of the board; |
| ◾ | director responsibilities; |
| ◾ | board and committee resources, including access to officers, employees and independent advisors; |
| ◾ | director compensation; |
| ◾ | director orientation and ongoing education; |
| ◾ | succession planning; and |
| ◾ | board and committee self-evaluations. |
Please see the section entitled “Availability of Corporate Governance Documents” below for information on how to view or obtain a copy of our Corporate Governance Guidelines.
Availability of Corporate Governance Documents
To learn more about the Company’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, other significant corporate policies and all charters of committees of the Board, please visit the Investors &Corporate Governance section of the Company’s website,www.volt.com. Copies of these documents are also available without charge upon request to Volt Information Sciences, Inc., 1133 Avenue of the Americas,50 Charles Lindbergh Boulevard, Suite 206, Uniondale, New York New York 10036,11553, Attention: ShareholderInvestor Relations. The telephone number for this office is (516)212-704-7921.228-6700.
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Procedures for Recommending Directors
There have been no material changes to the procedures by which our shareholders may recommend nominees to our Board from those procedures set forth in ourBy-Laws. According to
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ourBy-Laws, in order to do so, a shareholder must give us written notice not less than 120 days nor more than 150 days prior to theone-year anniversary of the date of the notice of the annual meeting of shareholders that was held in the immediately preceding year and must otherwise comply with the requirements set forth in ourBy-Laws;provided,however, that if the 20182021 annual meeting date is advanced by more than 30 days before or delayed by more than 30 days after theone-year anniversary date of this year’s Meeting and less than 130 days’ informal notice to shareholders or other prior public disclosure of the date of the 20182021 annual meeting is given or made, then shareholders must provide notice to the Company within the time periods specified in theBy-Laws.
Shareholders may submit names of qualified director candidates, together with detailed information on the proposed candidates’ backgrounds, to Volt Information Sciences, Inc., 1133 Avenue of the Americas, New York, New York 10036,2401 N. Glassell Street, Orange, California 92865, Attention: Secretary—DirectorSecretary-Director Candidates, for referral to the Nominating/Corporate Governance Committee for consideration.
Family Relationships
Bruce G. Goodman, a 3.53% shareholder and director of the Company, is the husband of Linda Shaw who(a 6.00% shareholder). Linda Shaw is (i) the daughter of William Shaw, whoco-founded the Company in 1950 and served as its President and Chief Executive Officer until his death in March 2006, and (ii) the niece of Jerome Shaw, whoco-founded the Company in 1950 and served as an Executive Vice Presidentofficer of the Company until February 27, 2017, and (iii) sister of Deborah Shaw, a 9.84% shareholder and former Director of the Company. There are no other family relationships among the executive officers or directors of the Company. Mr. Goodman is the sole director who owns more than five percent (5%) of the Company’s securities and, as such, brings a shareholder perspective to the Board.
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) requires our directors and executive officers and persons who own more than ten percent (10%) of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Such persons are required by the SEC to furnish the Company with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from certain reporting persons, all required Section 16(a) filings applicable to its directors, executive officers andgreater-than-ten-percent beneficial owners were properly filed during fiscal year 2016,2019, except that due to administrative oversight, the following Form 4s were not timely filed: (i) a Form 4 for Mr. Dean reporting on the vesting of 13,339 restricted stock units on October 19, 2016, (ii) aone Form 4 for Mr. Tomkins reporting on the purchasesettlement of 3,300 shares of the Company’s commonrestricted stock on June 27, 2016, and (iii) a Form 4 for Mr. Shaw reporting on the transfer of 8,000 Company stock options to a revocable living trust on September 12, 2016.units was reported late.
Indemnification; Insurance
New York law permits a corporation to purchase insurance covering a corporation’s obligation to indemnify directors and officers and also covering directors and officers individually, subject to certain limitations, in instances in which they may not otherwise be indemnified by the corporation. The Company maintains insurance policies with various insurance companies covering
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reimbursement to the Company for any obligation it incurs as a result of indemnification of officers and directors and also covering indemnification for officers and directors individually in certain cases where additional exposure might exist.
Committee Interlocks and Insider Participation in Compensation Decisions
During fiscal year 2019, all members of the Compensation Committee were independent directors. During fiscal year 2019, none of our executive officers served on the compensation committee (or its equivalent) or the board of directors of any entity whose executive officers also served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2019.
Equity Compensation Plan Information
The following table sets forth information as of November 3, 2019 regarding shares of the common stock to be issued upon exercise and the weighted-average exercise price of all outstanding options, warrants and rights granted under the Company’s equity compensation plans, as well as the number of shares available for issuance under such plans. No equity compensation plans have been adopted without the approval of the Company’s shareholders.
Plan Category | Number of (a) | Weighted- Average (b)(3) | Number of Issuance Under Equity Compensation Plans (Excluding | |||||||||
Equity compensation plans approved by security holders | ||||||||||||
1995 Non-Qualified Stock Option Plan | — | — | — | |||||||||
2006 Incentive Stock Plan | 207,315 | 8.97 | — | |||||||||
2015 Equity Incentive Plan(1) | 419,236 | 4.87 | — | |||||||||
2019 Equity Incentive Plan(2) | 1,021,000 | — | 1,029,283 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
| (1) | Includes 23,068 restricted stock units. |
| (2) | Includes only restricted stock units and performance stock units. |
| (3) | Based only on stock options, because restricted stock units do not include an exercise price. |
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The Audit Committee has met and held discussions with management and the Company’s independent registered public accounting firm. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the Company’s independent registered public accounting firm.
The Audit Committee discussed with the independent registered public accounting firm matters to be discussed as required by the Public Company Accounting Oversight Board (“PCAOB”), rules of the Securities and Exchange Commission (“SEC”), and other applicable regulations.
In addition, the Audit Committee has reviewed and discussed with the Company’s independent registered public accounting firm the firm’s independence from the Company and its management. The Audit Committee received from the independent registered public accounting firm the written disclosures and the letter regarding its independence as required by the PCAOB’s applicable requirements.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on FormForm 10-K for fiscal year 2016,2019, as filed with the SEC. The Audit Committee also has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017.2020.
NicholasNick S. Cyprus (Chair)
Bruce G. Goodman
Dana MessinaArnold Ursaner
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AUDIT COMMITTEE REPORT
ITEM 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP
ITEM 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The members of our Audit Committee and our Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders.
In light of this, our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2017.2020. We are submitting the appointment of our independent registered public accounting firm for shareholder ratification at the Meeting, although we are not legally required to do so. If our shareholders do not ratify the appointment, our Audit Committee will reconsider whether to retain Ernst & Young LLP, but may still retain them. Even if the appointment is ratified, the Audit Committee may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its shareholders.
Ernst & Young LLP has advised the Company that it has no direct, nor any material indirect, financial interest in the Company or any of its subsidiaries. A representative of Ernst & Young LLP is expected to be present at the Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.
The Board will offer the following resolution at the Meeting:
RESOLVED: ThatRESOLVED, that the appointment by the Board of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for fiscal year 20172020 be, and hereby is, ratified and approved.
Your Board recommends that you vote FOR this item.Unless you specify otherwise, the Board intends the accompanying proxy to be voted for this item.
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ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATIONAUDIT COMMITTEE REPORT(“SAY-ON-PAY”)
ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION(“SAY-ON-PAY”)
TheDodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our 20162019 Named Executive Officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC under Section 14A of the Exchange Act. At the 2014 annual meeting of the shareholders,our 2017 Annual Meeting, our shareholders approved holding theseSay-on-Pay advisory votes annually, and the Board has adopted a policy of holdingSay-on-Pay advisory votes biennially. During fiscal year 2015,on an annual basis. Following the Board approved a change from holdingSay-on-Pay advisory vote at this year’s Meeting, the nextSay-on-Pay advisory vote will be held at the Annual Meeting of Shareholders held in 2021.
We were pleased that 87% of shareholder votes bienniallycast on theSay-on-Pay proposal at the 2019 Annual Meeting were cast in favor of our executive compensation program for fiscal year 2018. We have made concerted efforts over the last five years to holding such votes annually.better align our executive compensation levels with our financial and stock price performance. To that end, the significant changes implemented last year better align our compensation program to the expectations voiced by our shareholders. As our business evolves, we will continue the process of engaging with our shareholders on matters of corporate governance and compensation program design.
The vote on this resolution is not intended to address any specific element of compensation, rather, the vote relates to the compensation of our 2016 Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any significant vote against the 2016 Named Executive Officers’ compensation, the Board and the Compensation Committee will evaluate what actions, if any, may be appropriatecontinuously evaluates how best to addressstructure its compensation programs to ensure that our executive officers are being appropriately and competitively compensated while also maintaining compensation levels commensurate with our financial performance. Considering the concerns of our shareholders.
Our compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. Wepositive changes that have been implemented in recent years, we believe that our executive compensation program for fiscal year 20162019 is competitive and provides an appropriate balance between risks and rewards. Accordingly, the Board will present the following resolution at the Meeting:
RESOLVED, that our shareholders approve, on an advisory basis, the executive compensation program for the 20162019 Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of RegulationRegulation S-K, including the Compensation Discussion and Analysis, the Fiscal Year 20162019 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.
The vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall total compensation of our 2019 Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any pointed vote against the 2019 Named Executive Officers’ compensation program, the Board and the Compensation Committee will evaluate what actions, if any, may be appropriate to address the concerns of our shareholders.
Your Board recommends that you vote FOR,, on anon-binding, advisory basis, the compensation of our 20162019 Named Executive Officers, as disclosed in the Compensation Discussion and Analysis,this Proxy Statement, including the Fiscal Year 20162019 Summary Compensation Table and the related tables and narrative disclosures included in this Proxy Statement.
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Table of Contents
Implementing ourPay-for-Performance Philosophy & Addressing Shareholder Concerns
During fiscal year 2016,2019, we continued to makemade notable strides toward returning the Company to a profitable and growing business. DuringFiscal year 2019 also marked the Company’s first full fiscal year 2015, we made a numberunder the leadership of strategic changes to our key leadership team (namely, changes to the office ofPresident & Chief Executive Officer Linda Perneau, whose significant industry experience helped propel our transformation strategy and Chief Financial Officer, as well as changes tomove the composition of our Board). We continued to add top industry and experienced talent to our executive management team during fiscal year 2016. This change in leadership positively impacted our business during fiscal year 2016. However,Company toward meeting its strategic goals. Although there is still more work to be done, before our business reaches its full potential. As we continue to makewe’ve made progress toward executing our turnaround strategy, we remainbusiness strategies and continue to reorganize and restructure our business and operations, invest in our service offerings, and upgrade our systems and processes. All along, we’ve remained focused on recruiting and retaining top talent but are equallywithin our leadership ranks and continue to be committed to emphasizing the link between the performance of our business and the compensation of our executives, in keeping with our long-term goal of returning value to our shareholders.executives.
20162019 Business HighlightsHighlights.
Fiscal year 2016 was a year devoted to the continued advancement of our strategic plan, with the goal of returning our business to profitable growth. As we implement our strategic plan, we continue to focus on three key elements: (1) enhancing our balance sheet; (2) improving our cost structure and margins; and (3) achieving top line growth. Some examples of the steps we have taken in fiscal year 2016 to implement our strategic plan are described below:
|
|
processes and implemented significant organizational and process changes, including updates |
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| to our systems.We exited or |
|
| ◾ | Improved Financial Results. The cumulative effect of these changes has improved year-over-year financial performance in many areas, including a gross margin improvement of 50 basis points, operating income growth in all three business segments and our first positive full-year of adjusted EBITDA in 3 years. |
Development of Performance Metrics in our 2019 Executive Compensation Program
| ◾ | For fiscal year 2019, 100% of the formula for our executive AIP program was based on Company financial performance metrics intended to drive top line growth |
| ◾ | Beginning in fiscal year 2018, the |
| ◾ | As a result, the 2019 Named Executive Officers received 50% of their |
How our 2016 Executive Compensation Program Aligned with our 2016 Performance
| ◾ | Target total direct compensation for the 2019 Named Executive Officers, on average, was positioned below the 50th percentile of the Company’s 2019 peer group. |
long-termVolt Information Sciences, Inc. sustainable value for our shareholders.2020 Proxy Statement | 27
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20162019 Target Pay Mix for our Chief Executive Officer
To align pay levels for named executive officersour 2019 Named Executive Officers with the Company’s performance, our fiscal year 2016 pay mix places great emphasis on2019 compensation emphasizes performance-based initiatives. As an example, over 75% of our CEO’s 2016Ms. Perneau’s target total direct compensation (e.g., annual base salary, annual bonus and long-term equity incentives), wasvariable/”“at-risk”:
20162019 Advisory Vote on Executive Compensation and Company ResponseContinued Shareholder Engagement
Our Compensation Committee pays close attention to the views of the Company’sour shareholders when making determinations regarding executive compensation matters. At the 20162019 Annual Meeting, the Companywe held a“Say-on-Pay” advisory vote on the executive compensation program of the Company’s named executive officers for fiscal year 2015. The Company’s shareholders approved the compensation of the Company’s 2015 named executive officers, with approximately 69%2018. We were pleased that 87% of shareholder votes cast for thisSay-on-Pay advisory vote at the 2019 Annual Meeting were cast in favor of our executive compensation program for fiscal year 2018. Over the past five years, we have made concerted efforts to better align our executive compensation levels with our financial performance and will continue to consider new and different ways to enhance our executive compensation programs. To that end, the significant changes implemented last year better align our compensation program to the expectations voiced by our shareholders. Following this year’s shareholder advisory vote and as our business evolves, we will continue the process of engaging with our shareholders on matters of corporate governance and compensation program design.
Following the 2019 Annual Meeting, the Company continued discussions with shareholders, with the goal of better understanding investor concerns related to the Company’s performance and existing executive compensation program. During 2016, we contacted severalIndependent directors have engaged in ongoing shareholder dialogue, including with six of our largest shareholders to make ourselves available(representing approximately 38% of common stock outstanding). An independent director has spoken directly with each such investor telephonically, and in most cases, on numerous occasions over an extended period of time. Our CEO also engages with shareholders on a regular basis. Relevant key themes that
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emerged during discussions with directors included: (1) need for discussion concerning ourcontinued alignment between pay and the Company’s performance in the executive compensation programs.
Theprogram, including ensuring compensation programs appropriately and adequately incentivize management, (2) concern regarding dilution from equity grants, and (3) stock price performance . Such concerns have been discussed at meetings of the Compensation Committee consideredand the views expressed by our shareholders regarding ourBoard and remain top of mind as the Compensation Committee reviews the effectiveness of executive compensation programs includingand their alignment with shareholder views.
With respect to our pay for performance model, the resultsCompensation Committee believes that its existing compensation programs are designed to align executive compensation with our Company’s performance. For example, this year, in respect of the performance levels achieved by the Company in fiscal 2019, our 2016“Say-on-Pay” vote,2019 Named Executive Officers only earned an average of 32% of their target annual bonuses for 2019.
As noted above, during fiscal year 2019, the Compensation Committee approved grants of PSUs to our executive officers as part of its overall assessment of our compensation program for named executive officers in 2016.annual LTI program. As a result, the 2019 Named Executive Officers received 50% of this assessment,their 2019 LTI award in the form of PSUs that vest if the Company achieves Adjusted EBITDA margin goals, with the remaining 50% granted in the form of restricted stock units that vest over a three-year period beginning on the grant date.
As noted above, the Compensation Committee took stepsalso recently revised our existing annual incentive plan design to better align our namedeliminate any individual performance factors and to remove a +/- 15% discretionary modifier from the AIP program. As a result, each executive officers’ compensation with theofficer’s AIP opportunity for fiscal year 2019 was based 100% on corporate financial performance of our business and our stock price, as well as adopted several other enhancements to ourmetrics.
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executive compensation programs that further support ourpay-for-performance philosophy and shareholder alignment objectives. Key enhancements are highlighted below:
 | ||||
| ||||
| ||||
The Compensation Committee will consider the results from this year’s shareholder advisory vote in its ongoing evaluation of the Company’sour executive compensation programs and practices.
DosDiscussion of Fiscal Year 2019 Executive Compensation Program
In reviewing this executive compensation section, please note that the Company is a “smaller reporting company” as defined under applicable SEC rules and Don’tsis permitted to include scaled disclosure with respect to certain executive compensation information otherwise required by Item 402 of RegulationS-K. However, the Company continues to include a fulsome explanation of our compensation programs and philosophies in line with our past disclosure practices.
The sections that follow below are intended to provide shareholders with a description of our executive compensation program(s), our compensation philosophy, the compensation decisions made under those programs, and the Compensation PracticesCommittee’s considerations in making decisions with respect to such programs.
Our 2019 Named Executive Officers
During fiscal year 2016, we either implemented, employed, or refrained fromThe descriptions contained in this section focus on the following compensation practices:of our 2019 Named Executive Officers, who were:
| ◾ | Linda Perneau, President and Chief Executive Officer |
| ◾ | Herbert Mueller, Senior Vice President and Chief Financial Officer |
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| ◾ | Nancy Avedissian, Senior Vice President, Chief Legal Officer & Corporate Secretary |
| ◾ | Lori Schultz, Senior Vice President and Chief Global Solutions Officer |
| ◾ | Paul Tomkins, former Senior Vice President and Chief Financial Officer |
| * | Mr. Tomkins separated from the Company effective August 23, 2019. |
How Each Element of our Executive Compensation Program Works
Our executive compensation program for our 2019 Named Executive Officers consisted of the elements shown in the chart below. For 2019, the target total direct compensation for the 2019 Named Executive Officers was positioned below the 50th percentile of the Company’s 2019 peer group.
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COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis (this “CD&A”) describes our executive compensation philosophy and programs, the compensation decisions made under those programs, and the considerations in making those decisions.
Our 2016 Named Executive Officers
This CD&A focuses on the compensation of our 2016 Named Executive Officers, who were:
How Each Element of our Executive Compensation Program Works
The 2016 executive compensation program for our 2016 Named Executive Officers consisted of one or more of the following elements:
| Element | Description | Why We Choose to Pay It | ||||
Base Salary | Fixed cash based on the executive’s past and potential future performance, scope of responsibilities, experience and competitive market practices | Provides certainty for a portion of compensation that is not at risk, and is generally unaffected by fluctuations in our performance | ||||
Annual Incentive Compensation | Motivates executives to achieve superior annual financial, operational and strategic performance | |||||
Restricted Stock | ||||||
| Time-vested restricted stock units | ||||||
Performance Stock Units | Performance stock units granted in fiscal year 2019 vest based on the percentage of the Company’s “Adjusted EBITDA Margin”, as measured over each of fiscal years 2019, 2020 and 2021 | Performance stock units directly align compensation with strategic goal of driving margins to industry standards | ||||
Base salary is the fixed component of an executive’sour executives’ annual cash compensation. Base salaries for our 20162019 Named Executive Officers in respect of fiscal year 20162019 were primarily determined based on one or more of
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the following factors: (i) base salaries paid to similarly positioned executives within the Company and competitive market data for each role; (ii) the terms of any contractual arrangements; (iii) salaries paid historically; (iv) tax and accounting considerations; and, when appropriate; or (v)(iv) personal performance as assessed by the CEO (for his/her direct reports) and the Compensation Committee.
Adjustments in base salary for our 20162019 Named Executive Officers are discretionarydiscretionary. Ms. Perneau’s initial annual base salary of $550,000 was established at the time of her hire and are generally considered no more frequently than every 12 months.was adjusted to $650,000 during fiscal year 2019 in connection with her transition to President and Chief Executive Officer.
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Our 20162019 Named Executive Officers (other than Mr. Shaw)and other key employees are eligible to receive short-term compensation in the form of cash-based annual bonuses. During fiscal year 2016,bonuses under the Compensation Committee, in partnership with the Company’s management team, established an Annual Incentive Plan (the “AIP”) pursuant to which our executive officers (including the 2016 Named Executive Officers other than Mr. Shaw) and certain other employees of the Company are eligible to receive cash-based annual incentives.AIP. Under the 2019 AIP, participants arewere eligible to earn bonuses based 100% on the Company’s achievement ofpre-established corporate and/or business unit financial performance goals and(i.e., no individual MBOs.performance goals or “subjective” factors were considered). Target annual bonus opportunities for our 2019 Named Executive Officers are set by the Compensation Committee at the beginning of each fiscal year and represent a percentage of the participant’s annual base salary. Each 2019 Named Executive Officer’s target annual bonus level is shown in the table below:
Annual incentives payable to
2019 Named Executive Officer | 2019 Target Annual Bonus | ||||
Linda Perneau, President & Chief Executive Officer | 100 | % | |||
Herbert Mueller, Senior Vice President & Chief Financial Officer | 80 | % | |||
Nancy Avedissian, Senior Vice President, Chief Legal Officer and Corporate Secretary | 50 | % | |||
Lori Schultz, Senior Vice President and Chief Global Solutions Officer | 60 | % | |||
Summary of 2019 AIP Payouts
Based on the formula above, our 2016current 2019 Named Executive Officers in respectonly earned an average of fiscal year 2016 were32% of their target bonuses for 2019. Mr. Mueller’s target annual bonus waspro-rated based on his start date with the formula illustrated below:
2016 Corporate and Divisional2019 Financial Performance Goals under the AIP
Performance Goals for 2019 Named Executive Officers (other than Ms. Schultz)
At the beginning of fiscal year 2016,2019, the Compensation Committee established the corporate and divisional financial performance goals applicable to the fiscal year 20162019 performance period, which, for Messrs. Dean and Tomkins andall of the 2019 Named Executive Officers other than Ms. HollinsSchultz, consisted solely of two, separately measured corporate financial goals: adjusted corporate operating income (the “Corporate Operating Income Goal”(weighted at 65%), and for Ms. Driggs and Mr. Perez consisted of both the operating income andadjusted corporate revenue of their respective divisions (the “Divisional Operating Income Goal” and the “Divisional Revenue Goal”, respectively), in addition to the Corporate Operating Income Goal. The Corporate Operating Income Goal, the Divisional Operating Income Goal, and the Divisional Revenue Goal are referred to herein collectively as the “2016 Financial Performance Goals”(weighted at 35%). The Compensation Committee determined that these two metrics were the 2016 Financial Performance Goals consisted of themost appropriate mix and type of performance metrics against which to measure achievement givenof short-term financial performance.
Performance Goal (in 000s)(1) | Threshold (50% of | Target (100% of | Maximum (200% of | |||||||||
Corporate Adjusted Operating Income (65%) | $ | (3,271 | ) | $ | 500 | $ | 4,271 | |||||
Corporate Adjusted Revenue (35%) | $ | 1,029,638 | $ | 1,083,829 | $ | 1,138,020 | ||||||
| (1) | Excluding adjustments as indicated below. |
Given her transition to the Company’s current turnaround strategy.role of Chief Global Solutions Officer during fiscal year 2019, Ms. Schultz’s AIP opportunity for fiscal year 2019 was based on divisional goals in respect of the period ending on June 24, 2019. Specifically, Ms. Schultz’s AIP opportunity in respect of this period was weighted 40% on adjusted business unit revenue achievement, 40% on gross margin achievement and 20% on adjusted corporate operating income. Following June 24, 2019,
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For fiscal year 2016,Ms. Schultz’s AIP opportunity was based on the same performance metricsgoals and applicable weightings foras the 2016other 2019 Named Executive Officers were as follows:Officers.
Adjustments for Financial Performance Goals
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Given the nature of her position with the Company, Ms. Driggs’ Divisional Operating Income Goal was based 5% onThe financial performance applicable to our VCG division and 15% on performance applicable to our VWS division. Her Divisional Revenue Goal was similarly weighted. The Divisional Operating Income Goal and Divisional Revenue Goal with respect to VCG (which performance factor was only applicable to Ms. Driggs) was determined to be at 0% as a result of both goals being achieved below the threshold level setestablished for fiscal year 2016.
The table below sets forth the applicable thresholds, targets2019 (adjusted operating income, adjusted revenue and maximum levels of performancegross margin achievement) are calculated and reported on a“non-GAAP” basis, meaning these metrics were not calculated or reported in accordance with respect to the 2016 Financial Performance Goals:
| Corporate/Division | Revenue (in 000’s) | Operating Income(1) (in 000’s) | ||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||
Volt | N/A | N/A | N/A | ($1,590) | $3,263 | $8,116 | ||||||||||
VWS | $999,524 | $1,074,757 | $1,149,990 | $23,995 | $29,994 | $35,993 | ||||||||||
Payout Level | 50% | 100% | 200% | 50% | 100% | 200% | ||||||||||
No payments under the AIP were made where the Company failed to achieve the threshold level of achievement specified for the applicable 2016 Financial Performance Goal.
generally accepted accounting principles. In connection with its establishment of the 2016 Financial Performance Goals,these goals, the Compensation Committee identified certain categories of unbudgeted items andor unforeseen events that could be applied as adjustmentsadjusted for in connection with its determination of the 2016 Financial Performance Goalsachievement of the 2019 financial performance goals following the end of fiscal year 20162019 (the“Pre-Established Adjustment Items”Categories”). Following the Compensation Committee’s determination of the Company’s achievement of the 2016 Financial Performance Goals, the
The Compensation Committee decided it was appropriate to apply certain of thePre-Established Adjustment ItemsCategories to the corporate and divisional operating income actually achievedfinancial performance goals in respect of fiscal year 2016.2019. SuchPre-Established Adjustment ItemsCategories consisted of (i) cash compensation costs associated with restructuring/turnaround initiatives;restructuring charges including severance, lease terminations and related professional fees; (ii) equity compensation costs associated with restructuring/turnaround initiatives; (iii) restructuring costs; (iv) charges for the impairment of goodwill or other intangible assets; (v) legal judgments and settlements outside the ordinary course of business; and (vi)(iii) expense associated with equity awards that are subject to variable accounting; (iv) changes in currency exchange rates.
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rates; (v) legal settlements; (vi) costs associated with certain board-approved potential strategic initiatives or executive changes; (vii) impact of businesses exited; and (viii) unforeseen events.
The Compensation Committee approvedreviewed the level of achievement of the 2016 Financial Performance Goals2019 financial performance goals against the applicable financial targets and determined the applicable percentage of achievement (as compared againstas follows:
Achievement of 2019 Financial Performance Goals
As shown in the table below, the results of the 2019 financial performance goals resulted in an average 32% achievement level of the target level) as follows:
| Performance Factor | Entity | Achievement (in millions) | Percentage of Achievement | |||||
Corporate Operating Income1 | Volt | $0.8 | 50.0% | |||||
Divisional Operating Income2 | VWS | $24.9 | 50.0% | |||||
Divisional Revenue3 | VWS | $1,048 | 82.1% |
The Company’s management recommended toAIP payment for the Compensation Committee that the percentage achievement of the Corporate Operating Income Goal and the Divisional Operating Income Goal be deemed met at 50% even though, after considering thePre-Established Adjustment Items, the percentage amount actually achieved were equal to 51.3% and 53.8%, respectively.
Individual Performance Goals
Consistent with the structure and design of the 2016 AIP, after assessing the degree to which the Company achieved the 2016 Financial Performance Goals, the Compensation Committee and Mr. Dean (other than with respect to his own performance) considered the individual MBO achievement of each of the 2016 Named Executive Officers. The 20162019 Named Executive Officers hadwho remained employed at the opportunity to achieve anywhere from 0% to 200%end of his or her target MBOs. MBO achievement for the 2016 Named Executive Officers (other than Mr. Dean) was determined based on Mr. Dean’s assessment of each 2016 Named Executive Officer’s MBO performance against the applicable MBO goals, taking into account a self-assessment performed by each 2016 Named Executive Officer with respect to his or her own performance. Mr. Dean’s MBO achievement was based on the Compensation Committee’s assessment of Mr. Dean’s individual MBO performance as well as the overall MBO achievement level of his direct reports, taking into account a self-assessment performed by Mr. Dean with respect to his own performance.
For fiscal year 2016, our 2016 Named Executive Officers achieved between 95% and 120% of their respective individual MBO targets. Below are some examples of actions taken by our 2016 Named Executive Officers that exemplify a strong level of individual MBO achievement:2019.
Mr. Dean
Performance Factor | Percentage of Achievement | ||||
Corporate Adjusted Operating Income | 55 | % | |||
Corporate Adjusted Revenue | 0 | % | |||
Gross Margin* | 0 | % | |||
Business Unit Adjusted Revenue* | 0 | % | |||
| * | Gross Margin and Business Unit Adjusted Revenue only applied to |
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Other 2016 Named Executive Officers
After taking into account both the 2016 Financial Performance Goals and the individual MBOs, the total percentage of each 2016 Named Executive Officer’s annual bonus was determined in accordance with the weightings described above. With respect to financial performance, actual performance achieved at target-level performance results in the approval of 100% of the participant’s target annual bonus opportunity; actual performance achieved below 50% of target-level will result in the approval of 0% of the participant’s target annual bonus opportunity; and actual performance achieved between the threshold level and a maximum of 200% of target-level performance will be determined based on a straight-line interpolation between the actual achievement and the nearest target level. The amount approved for a given participant after applying the MBO weighting (35%) and the financial performance weighting (65%) is referred to as the “Initial Payout Amount”.
Discretionary Modifier
Given the Company’s overall financial performance in fiscal year 2016, the Compensation Committee opted to apply a discretionary modifier to the Initial Payout Amounts to reduce all Initial Payout Amounts by 10%. The Compensation Committee believed this was an appropriateacross-the-board adjustment in light of the Company’s financial goals during the year and generally supported by our newpay-for-performance philosophy.
The chart below illustrates 20162019 AIPpay-for-performance alignment:
| Named Executive Officer | Target Bonus Opportunity | Amount Paid | Percentage of Target Paid | |||||||||
Michael D. Dean | $ | 650,000 | $ | 407,160 | 63 | % | ||||||
Paul Tomkins | $ | 260,000 | $ | 157,950 | 61 | % | ||||||
Jorge Perez | $ | 127,082 | * | $ | 82,553 | 65 | % | |||||
Ann R. Hollins | $ | 104,508 | * | $ | 70,073 | 67 | % | |||||
Rhona Driggs | $ | 114,000 | * | $ | 74,458 | 65 | % | |||||
Named Executive Officer | Target of Base | Target (in $) | Amount Paid | Amount Goals | Percentage of Target | ||||||||||||||||||||
Linda Perneau | 100 | % | $ | 650,000 | $ | 232,375 | $ | 232,375 | 35.8 | % | |||||||||||||||
Herbert Mueller | 80 | % | $ | 69,865 | * | $ | 24,977 | $ | 24,977 | 35.8 | % | ||||||||||||||
Nancy T. Avedissian | 50 | % | $ | 190,000 | $ | 67,925 | $ | 67,925 | 35.8 | % | |||||||||||||||
Lori Schultz | 60 | % | $ | 208,699 | $ | 43,355 | $ | 43,355 | 20.8 | % | |||||||||||||||
| * | For Mr. Mueller, target |
PriorAIP Payout for Former CFO
Pursuant to the implementation of the 2016 AIP, Ms. Driggs participated inhis employment agreement, Mr. Tomkins received a quarterly annual incentive program.
To account for this, in addition topro-rated bonus amount under the AIP, amount shown above, Ms. Driggs received $37,500 in respectbased on actual performance, andpro-rated for the number of days he was employed with the portion of her previous quarterly annual incentive program earnedCompany during the first quarter of fiscal year 2016.performance period.
Long-Term Incentives Incentives—Equity-Based Awards
Overview
For fiscal year 2016,2019, each of the 20162019 Named Executive Officers (other than Mr. Shaw) received long-term incentive compensation in the form of stock-based awards.Stock-basedequity-based awards. We continued to use equity-based awards foster apay-for-performance culture, even when based on a time-vesting schedule. We used stock options and
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restricted stock units as the primary vehicle for long-term incentives made in fiscal year 2016delivering LTI awards because (i) stock options are inherently performance based, as the executive will not realize any value from the option unless and until our stock price increases following the date of grant; and (ii) the realized value of restricted stock unitsequity-based awards is based solely ondirectly tied to our stock price at the time such awards are settled. In lightsettled or paid to the participants. For this reason, the Compensation Committee strongly believes that equity-based awards foster apay-for-performance culture.
Starting with grants made in June 2018, the Compensation Committee removed stock options as part of the fact LTI program. This design change was implemented to minimize the potential dilutive effect of long-term awards on our shareholders. For awards granted in June 2018 and June 2019, LTI awards to our 2019 Named Executive Officers were granted in the form of stock-settled time-based restricted stock units (“RSUs”) and PSUs, as described in more detail below. These units increase in value in tandem with our stock price, thereby incentivizing stockholder value creation over the longer-term.
Discussion of LTI Awards for 2019 (Restricted Stock Units and Performance-Based Stock Units)
As part of its ongoing effort to execute itspay-for-performance philosophy and enhance its existing performance-based compensation arrangements, the Compensation Committee introduced a performance-based element to its LTI program beginning in fiscal year 2018 and continued this practice for the LTI program for fiscal year 2019. The 2019 Named Executive Officers received 50% of their annual long-term incentive award granted in June 2019 in the form of Restricted Stock Units
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that vest ratably on each of the first three anniversaries of the grant date (subject to continued employment through each applicable vesting date), and the remaining 50% in the form of PSUs, as described below.
For each of fiscal years 2019, 2020 and 2021 (each, a “Performance Year”), award recipients may earn 1/3rd of the total number of PSUs granted (based on 100% of target level achievement) (each 1/3rd portion, a “Target Award”), up to a maximum of 150% of the Target Award, based on Adjusted EBITDA Margin goals established at grant and measured at the end of each Performance Year. Setting the maximum at 150% of the Target Award was a change from the 2018 LTI program which provided for a maximum award of 200% of the target award.
In respect of each Performance Year, 50% of the Target Award will be earned if the applicable threshold goal is achieved, 100% of the Target Award will be earned if the applicable target goal is achieved, and 150% of the Target Award will be earned if the applicable maximum goal is achieved. In order for any portion of a Target Award to be earned, the “threshold” level of achievement established for the applicable Performance Year must be achieved. Vesting of any earned portion of a Target Award is subject to the executive remaining employed by the Company is currentlythrough June 14th of the year immediately following the Performance Year to which such Target Award relates.
The Adjusted EBITDA Margin performance levels and corresponding vesting percentages in respect of the 2019 Target Award are summarized below:
Performance Level | Units of Target | Adjusted EBITDA Margin | ||||||||
Below Threshold | 0 | % | <0.4 | % | ||||||
Threshold | 50 | % | 0.4 | % | ||||||
Target | 100 | % | 0.5 | % | ||||||
Max | 150 | % | ³0.6 | % | ||||||
The percentage of PSUs earned will be linearly interpolated for performance that falls between two points (i.e., between threshold and target level and between target and maximum level).
During fiscal year 2019, Ms. Perneau, Mr. Mueller, Ms. Avedissian, Ms. Schultz and Mr. Tomkins each received awards of PSUs and RSUs with aggregate target grant date values as follows: $1,300,000, $475,000, $225,000, $100,000 and $375,000, respectively. The Compensation Committee considered, among other things, the following factors when establishing the target value of the equity awards granted to our 2019 Named Executive Officers: (i) the executive’s role and responsibilities; (ii) retentive value with respect to existing executive officers; (iii) inducement value with respect to Mr. Mueller; (iv) target annual compensation for each executive officer; and (v) market practices compared to our fiscal year 2019 peer group. Mr. Tomkins’ unvested equity awards were forfeited upon his termination of employment.
The Compensation Committee generally makes annual equity-based grants each June, utilizing performance metrics established earlier in the midstyear. However, the Compensation Committee retains the flexibility to make grants of an ongoing and dynamic process to reposition itself for profitable growth which has not yet been completed, we do not have sufficient visibility into our future performance to set definitive multi-year financial targetsequity-based awards at other times throughout the year as it determines appropriate (e.g., in connection with our long-term incentives that we are confident will appropriately incentivize our named executive officers.hiring a new executive).
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Results of 2018 Performance-Based RSU Awards for 2019 Performance Period
The Company’s20-day average stock price as of June 14, 2019 was $4.31, representing 16.5% growth over the grant date stock price applicable to the performance-based RSUs granted during fiscal year 2018. This resulted in the performance-based RSUs eligible to vest in respect of the 2019 performance period vesting at 165% of target.
2019 Equity Incentive Plan
At the 2019 Annual Meeting, 97% of shareholder votes cast voted to approve the 2019 Equity Incentive Plan (the “2019 Plan”), which is the successor plan to the Company’s 2015 Equity Incentive Plan. All equity-based awards granted to our executive officers during fiscal year 2019 were granted under the 2019 Plan.
The 2019 Plan and the award agreements governing the stock options and restricted stock unitsequity-based awards previously granted to our 2016 Named Executive Officersexecutive officers containso-called “double trigger” vesting provisions, which generally providemeans that the vesting of awards will not be accelerated upon a change in control of the Company if an acquiroracquirer replaces or substitutes outstanding awards, and such replaced or substituted awards will only vest in connection with such change of control to the extent a participant holding the replacement or substitute award is involuntarily terminated within two years following the change in control.
Discussion If an acquirer does not replace or substitute outstanding awards in connection with such change in control in accordance with the requirements of LTI Awards for 2016
During fiscal year 2016, we granted equitythe 2019 Plan, then the outstanding awards to our 2016 Named Executive Officers using a mix of restricted stock units and stock options; specifically, each 2016 Named Executive Officer’s long-term incentive grant for fiscal year 2016 consisted of 2/3 stock options and 1/3 restricted stock units. The stock options and restricted stock unitswill fully vest in equal installments on each of the first three anniversaries of the applicable grant date. In fiscal year 2016, we granted long-term incentive awards consisting of 2/3 stock options and 1/3 restricted stock units because such combination alignsconnection with the goalchange in control (with any performance goals being deemed achieved at “target level”, except that vesting of stock appreciation, a critical component of our strategic missionawards eligible to reposition the Company for profitable growth. The Compensation Committee considered, among other things, the following factors when establishing the grant date target value of the equity awards granted to our 2016 Named Executive Officers during 2016: (i) the executive’s roles and responsibilities; (ii) retentive value with respect to existing executive officers; (iii) inducement value with respect to newly hired executive officers; (iv) target annual compensation for each executive officer; and (v) market practices compared to our fiscal 2016 peer group.
The table below sets forth the grant date fair value of the long-term incentive awards granted to the 2016 Named Executive Officers. It is important to note that the grant date fair value is not reflective of the amount of compensation actually received by the 2016 Named Executive Officersvest in respect of his or her long-term equity incentive award in any given year, but rather represents a target value as determined by the Compensation Committee:
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Long-term incentives are not a part of Mr. Shaw’s compensation package.
2006 Incentive Stock Plan & 2015 Equity Incentive Planpreviously-completed performance periods will be based on actual achievement).
The award agreements applicable to outstanding, unvested equity-based awards under the 2019 Plan provide that unvested equity portion of ourlong-term incentives was historically granted pursuant to our 2006 Incentive Stock Plan (the “2006 Plan”). On October 19, 2015, the Board approved the 2015 Equity Incentive Plan (the “2015 Plan”), and our shareholders approved the 2015 Plan at the 2016 annual meeting of shareholders. During
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fiscal year 2016, we made grants to the 2016 Named Executive Officers pursuant to both the 2006 Plan and the 2015 Plan. Going forward, weawards will use the 2015 Plan as the primary vehicle for providinglong-term incentive awards. The 2006 Plan expired in September of 2016 and,be forfeited as a result we will not issue any future awards pursuant toof the 2006 Plan.
For additional detailsexecutive’s termination of employment (other than in connection with respect to 2016 long-term incentive awards, see the footnotes accompanying the “Fiscal Year 2016 Grants of Plan-Based Awards” table.certain involuntary termination events following a change in control, as described above).
How We Develop Our Executive Compensation Programs
Role of the Compensation Committee
The Compensation Committee generally meets in executive session without any member of management present when discussing compensation matters pertaining to our CEO, and with the CEO when discussing other named executive officers.
When making decisions with respect to the CEO, the Compensation Committee reviews and discusses the CEO’s performance and makes preliminary determinations about his or her compensation, including base salary, annual incentives andlong-term incentive compensation. For other named executive officers, the CEO considers performance and makes individual recommendations to the Compensation Committee on base salary, annual incentives andlong-term incentive compensation. The Compensation Committee then reviews, discusses and modifies, as appropriate, the compensation recommendations with the independent members of the Board and final compensation decisions are approved by the Compensation Committee or Board, as appropriate, after this discussion. In September of 2016, the Compensation Committee amended its charter in order to, among other things, provide that the Compensation Committee would be responsible for approving the compensation of the named executive officers (other than the CEO) (as opposed to making recommendations to the independent members of the Board).
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For more information on the Compensation Committee’s role and responsibilities, please refer to the Compensation Committee’s charter available on the Corporate Governance section of our website at www.volt.com.
Role of Independent Compensation Consultant
Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any compensation consultant, as well as any independent legal, financial or other advisors, as it deems necessary. For fiscal year 2016,2019, the Compensation Committee electedcontinued to continueretain ClearBridge Compensation Group (“ClearBridge”) until August 2019, at which time it retained Pearl Meyer as its retention of ClearBridge as itsnew independent compensation consultant. ClearBridge’s roleand Pearl Meyer’s respective roles during their respective tenures during fiscal year 20162019 included:
| ◾ | Reviewing management recommendations to ensure alignment with our business strategy and compensation objectives; |
| ◾ | Providing research, analyses and design expertise in developing executive and incentive compensation programs; |
| ◾ | Keeping the Compensation Committee apprised of executive compensation-related regulatory developments and market trends; and |
| ◾ | Attending Compensation Committee meetings to provide information and recommendations regarding our executive compensation program and communicating with the Compensation Committee between meetings, as appropriate. |
The Compensation Committee apprised of executivecompensation-related regulatory developments and market trends; and
Prior to the retention of a compensation consultant or any other external advisor, and from time to time as the Compensation Committee deems appropriate, the Compensation Committee evaluates annually the advisor’s independence from management, taking into consideration all relevant factors, including the six independence factors specified in the NYSE listing rules and applicable SEC requirements. The Compensation Committee reviewed the independence of ClearBridge and Pearl Meyer and concluded that iteach of them is independent and that its work for the Compensation Committee hasdid not raisedraise any conflicts of interest.
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Role of our Compensation Peer Group
The Compensation Committee considers a study compiled by its compensation consultant of compensation packages for executives in an industry peer group, culledpulled from publicly filed documents of each member of the peer group. The compensation consultant identifies a group of staffing andservices-related companies that are comparable in terms of business mix and revenue size, and reflectssome of which are companies we compete with for talent and/or capital, and the Compensation Committee reviews, considers and approves the peer group.
The peer group of companies used duringas reference for fiscal year 20162019 compensation decisions is listed below. This peer group is generallylargely consistent with the peer group used in prior years, with a few modifications made to enhancefiscal year 2018, except that, during fiscal year 2019, the relevance ofCompensation Committee reviewed the peer group usingas part of its annual review process and removed CDI Corporation, as the selection criteria described above. The companies addedcompany ceased to the comparator group for fiscal year 2016 are TriNet Groupbe a stand-alone public company.
36 |Volt Information Sciences, Inc. and Resources Connections Inc. Companies removed from our peer group for fiscal year 2016 were Korn/Ferry International; Heidrick & Struggles International; DHI Group Inc.; RCM Technologies Inc.; and Mastech Holdings Inc. 2020 Proxy Statement
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Our Fiscal Year 20162019 Peer Group
AMN Healthcare Services Inc. | Manpower Group Inc. | ||
Barrett Business Services Inc. | |||
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Cross Country Healthcare Inc. | |||
Hudson Global Inc. | |||
Insperity Inc. | |||
Kelly Services Inc. | |||
Kforce Inc. | Robert Half International Inc. | ||
Consistent with the Compensation Committee’s philosophy and guiding principles for determining overall executive compensation, the Compensation Committee does not target any particular percentile at which to align compensation. However, the Compensation Committee will useuses the peer group median as a reference pointone of many factors when making pay decisions. Although the median is usedOur executive officers have a greater opportunity to benefit from their efforts, as a reference point, actualsignificant portion of their total compensation is delivered in the form of LTI awards. Given our current market capitalization is considerably lower than many companies in our peer group, LTI awards with Black-Scholes dollar values closer to our peer group median could be far more dilutive to our shareholders. However, if the Company’s financial performance improves, the potential for equity value is greater than with most of the companies in our peer group. Actual total compensation levels of pay depend on a variety of factors, such as individual experience and individualperformance.
Following the end of fiscal year 2019, based on the recommendations of Pearl Meyer, the Compensation Committee reviewed its peer group for fiscal year 2020 and Company performance.made certain changes intended to better align the peer group with the company’s overall profile.
Role of our CEO in Determining Compensation
The CEO develops and recommends to the Compensation Committee compensation levels for our other named executive officers and provides his or her perspectives. The individual in the role of CEO does not participate in or otherwise influence recommendations regarding his or her own compensation.compensation, although he or she does provide a self-assessment.
Employment Termination of Employment andChange-In-Control Agreements
During fiscal year 2016,2019, we were party to employment agreements with all of our 20162019 Named Executive Officers. We utilize such arrangements in order to attract, motivate and retain high caliber talent. We are not party topre-arranged severance agreements any retention orso-called change of controlchange-in-control agreements with any of our 20162019 Named Executive Officers. None of the employment agreements with our 20162019 Named Executive Officers contain taxgross-ups. The Compensation Committee and Chief Executive Officer, as applicable, considered these agreements in reaching their compensation decisions. A description of these agreements can be found in “EmploymentAgreements with 20162019 Named Executive Officers.”
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TheOur employment agreements with each of Mr. Dean, Mr. Tomkins, and Ms. Driggsthe 2019 Named Executive Officers provide that we may recover compensation that is subject to recovery under, or required to be recovered by, applicable law, government regulation or stock exchange listing requirements, including the Sarbanes-Oxley Act of
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2002 or the Dodd-Frank Act of 2010. Further, the award agreements governing equity awards granted during fiscal year 2016years 2017, 2018 and 2019 provide for recoupment of those awards in accordance with applicable government regulation, stock exchange listing requirements, or other applicable law, or pursuant to any then-existing clawback policy of the Company.
On December 13, 2016, the Board adoptedThe Company maintains stock ownership and retention guidelines for our named executive officers (other than Mr. Shaw) pursuant to which such individuals are expected to attain minimum levels of stock ownership and retain portions of their equity holdings for a certain period of time. Individuals subject to these guidelines have until the fifth anniversary of the guideline’s adoption date to attain the requisite level of ownership. The target ownership level of Company stock is expressed as a multiple of base salary. Specifically, target ownership level is set at 5x base salary for the CEO and 1x base salary for all other named executive officers. Until the ownership threshold is achieved, individuals subject to the guidelines may only sell up to 50% of the net number of shares received after the sale or withholding of taxes in connection with the vesting or exercise of shares underlying such awards.
The Board has adopted a policy that prohibits hedging transactions and prohibits pledging transactions except in very limited circumstances. Pursuant to the policy, hedging is not permitted, and any officer, director or employee who wishes to pledge shares in accordance with the policy must obtain the prior approval of the Company’s Senior Vice President and General Counsel.Chief Legal Officer. This policy is included in the Company’s Insider Trading Policy, which is available on the “Corporate Governance” section of the Company’s website at www.volt.com.
Our executive officers do not participate in anytax-qualified defined benefit plan sponsored by us. We do not provide our executives, including our 20162019 Named Executive Officers, with a special or supplemental defined benefit pension orpost-retirement health benefits. Our named executive officers receive health and welfare benefits under the same programs and are subject to the same eligibility requirements that apply to our employees generally.
Deferred Compensation Opportunity; Other Retirement Benefits
Our 20162019 Named Executive Officers are eligible to participate in our 401(k) plan. We currently match 50% of the first 2% of eligible pay that employees contribute to the 401(k) plan. We also have anon-qualified deferred compensation and supplemental savings plan (the “DCP”) which our 20162019 Named Executive Officers are eligible to participate in. The DCP was amended in June of 2016 to allow for participation bynon-employee directors and to allow for the deferral of stock-settled restricted stock units. Beginning with compensation earned for fiscal year 2017, employeesan employee may elect to defer a portion of base salary and cash bonuses, and may elect to defer all or any portion of his or her restricted stock units. ANon-employeenon-employee directorsdirector may elect to defer all or any portion of cash retainer fees and may elect to defer all or any portion of his or her restricted stock units. Currently, none of our 2019 Named Executive Officers have elected to participate in the DCP.
38 |Volt Information Sciences, Inc. 2020 Proxy Statement
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Perquisites
We do not provide our 20162019 Named Executive Officers with excessive perquisites, other than those provided to our employees generally. Noand no taxgross-up payments arewere provided or promised in fiscal year 2019 in connection with any perquisites.
benefits provided to our employees. From time to time, the Company may provide certain benefits to its executive officers in order to attract and retain such executives, taking into account market practices. For example, during 2019, the Company agreed to provide Ms. Perneau with certain temporary housing expenses in connection with her hire, and provided her with a33 |one-timeVolt Information Sciences, Inc. 2017 Proxy Statement
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payment to cover such expenses.
OtherCompensation-Related Matters
Accounting forShare-Based Compensation
We account forshare-based compensation including restricted stock, restricted stock units and stock option awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), Compensation—StockCompensation-Stock Compensation.
Impact of Tax Treatment on CompensationCompensation—Section 162(m)
SectionPrior to its amendment by the Tax Cuts and Jobs Act (the “TCJA”), which was enacted December 22, 2017, section 162(m) of the Internal Revenue Code limits the Company’sof 1986, as amended (the “Code”) (“Section 162(m)”), disallowed a tax deduction to public companies for compensation paid in excess of $1.0$1 million paid in any one year to its Chief Executive Officer and certain other executive officers unless the compensation is “qualifiedperformance-based compensation.” Payments of incentive awards may constitute “qualifiedperformance-based compensation” under the provisions of Section 162(m) if payable on account of the attainment of one or morepre-established, objective performance goals and if certain other requirements are met. The Company intends for certain awards earned under the 2015 Plan to qualify for tax deduction. However, the Compensation Committee reserves the right to pay to our employees, including participants in the 2015 Plan, other amounts which may or may not be deductible“covered employees” under Section 162(m) (generally, such company’s chief executive officer and its three other highest paid executive officers other than its chief financial officer). Prior to this amendment, there was an exception to this $1 million limitation for performance-based compensation if certain requirements set forth in Section 162(m) and the applicable regulations were met. The TCJA generally amended Section 162(m) to eliminate the exception for performance-based compensation, effective for taxable years following December 31, 2017, unless the amounts are payable pursuant to a written, binding contract established on or prior to November 2, 2017 that qualifies for transition relief under the TCJA. The $1 million compensation limit was also expanded to apply to a public company’s chief financial officer and apply to certain individuals who were covered employees in years other provisionsthan the then-current taxable year.
As a matter of practice, the Internal Revenue Code.
The Compensation Committee considers the anticipated tax treatment to the Company in its review and establishment of compensation programs and awards. As a result of the Company’s historic tax position being such that a lack of compensation-related deduction was not expected to have a negative tax implication, the Company’spre-existing compensation programs were not structured to qualify as performance-based compensation, and therefore none of the Company’s existing compensation arrangements are expected to qualify for transition relief under the TCJA. The Compensation Committee intends to continue to consider the deductibility of compensation as a factor in assessing whether a particular arrangement is appropriate, based on the goals of maintaining a competitive executive compensation system generally, motivating executives to achieve corporate performance objectives and increasing shareholder value. None of the payments made during fiscal year 2016 to our 2016 Named Executive Officers were structured to qualify as performance-based compensation under Section 162(m) given that the Company’s current tax position is such that a lack of compensation-related deduction is not expected to have a negative tax implication.
Volt Information Sciences, Inc. 2020 Proxy Statement | 39
EXECUTIVE COMPENSATION
TheAs in prior years, during fiscal year 2019, the Compensation Committee formally reviewed and considered various factors that have the effect of mitigating compensation-related risks and have reviewed ourits compensation policies and practices, for our employees, including the elements of ourits executive compensation programs, to determine whether any portion of such compensation encouragespolicies, practices or programs encourage excessive risk taking.risk-taking behaviors that may have a material adverse effect on the Company. In connection with this review, the Compensation Committee reviewed its existing program features to identify which features either encourage excessive risk-taking or mitigate against excessive risk-taking. The Compensation Committee determined that its existing compensation practices and programs include various risk-mitigating controls, such as (i) including caps on annual incentive payout opportunities; (ii) only paying out incentive awards once the internal audit for the applicable fiscal year has been completed; and (iii) inclusion of robust stock ownership guidelines and holding requirements for certain executive officers. Based on the foregoing and in connection with the other aspects of its formal review process, the Compensation Committee does not believe that any risks that may arise from ourits compensation policies and practices are reasonably likely to have a material adverse effect on ourthe Company.
Compensation Committee Report
The Compensation Committee has reviewed and discussed this CD&A as required by Item 407(e) ofRegulation S-K with management and, based on this review and discussion, recommended to the Board that this CD&A be included in this Proxy Statement.
Laurie Siegel, Chair
Nicholas S. Cyprus
James E. Boone
Committee Interlocks and Insider Participation in Compensation Decisions
During fiscal year 2016, all members of the Compensation Committee were independent directors. Mr. Boone, who joined the Compensation Committee in 2016, is a former employee of the Company. During fiscal year 2016, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of any entity whose executive officers also served on our Compensation Committee. No member of our Compensation Committee was an officer of the Company during fiscal year 2016.
34 |Volt Information Sciences, Inc. 2017 Proxy Statement
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Fiscal Year 20162019 Executive Compensation
The following table provides information concerning the compensation of the 20162019 Named Executive Officers for each of the fiscal years ended November 3, 2019 and October 30, 2016, November 1, 2015, November 2, 2014.28, 2018. The Company’s fiscal year ends on the Sunday nearest October 31st of each year.
FISCAL YEAR 20162019 SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary $(1) | Bonuses $(2) | Stock Awards $(3) | Option Awards $(4) | Non-Equity Incentive Plan Compensation $(5) | All Other Compensation $(6) | Total $ | ||||||||||||||||||||||||
Michael D. Dean President, Chief Executive | 2016 | 650,000 | — | 533,335 | 1,066,667 | 407,160 | 3,295 | 2,660,457 | ||||||||||||||||||||||||
| 2015 | 317,689 | 100,000 | 948,096 | 961,467 | — | 16,465 | 2,343,717 | |||||||||||||||||||||||||
Paul Tomkins Senior Vice President | 2016 | 400,000 | — | 124,999 | 250,000 | 157,950 | 7,815 | 940,764 | ||||||||||||||||||||||||
| 2015 | 246,154 | 400,000 | — | — | — | 5,449 | 651,603 | |||||||||||||||||||||||||
Jerome Shaw Executive Vice President | 2016 | 517,005 | — | — | — | — | 31,053 | 548,058 | ||||||||||||||||||||||||
| 2015 | 517,005 | — | — | — | — | 13,135 | 530,140 | |||||||||||||||||||||||||
| 2014 | 517,005 | — | — | — | — | 11,603 | 528,608 | |||||||||||||||||||||||||
Jorge Perez President, Volt Workforce | 2016 | 211,923 | — | 100,001 | 200,000 | 82,553 | 2,100 | 596,577 | ||||||||||||||||||||||||
Ann R. Hollins | 2016 | 209,231 | — | 75,002 | 150,000 | 70,073 | 188,098 | 692,404 | ||||||||||||||||||||||||
Senior Vice President and | ||||||||||||||||||||||||||||||||
Rhona Driggs President, Volt Consulting Group & SVP, Volt Workforce Solutions | 2016 | 362,250 | — | 55,001 | 110,000 | 111,958 | 3,295 | 642,504 | ||||||||||||||||||||||||
| 2015 | 305,365 | — | — | — | 170,000 | 6,963 | 482,328 | |||||||||||||||||||||||||
| 2014 | 300,000 | — | — | 95,650 | 162,500 | 56,363 | 614,513 | |||||||||||||||||||||||||
Name and Principal Position | Year | Salary $(1) | Bonuses $(2) | Stock Awards $(3) | Option Awards $(4) | Non-Equity Incentive Plan Compensation $(5) | All Other Compensation $(6) | Total $ | ||||||||||||||||||||||||||||||||
Linda Perneau President, Chief Executive Officer & Director | 2019 | 659,808 | 87,500 | 1,294,008 | — | 232,375 | 94,903 | 2,368,594 | ||||||||||||||||||||||||||||||||
| 2018 |
| 528,846 |
| 262,500 |
| 673,856 |
| 233,333 |
| 327,115 |
| 33,373 |
| 2,059,023 | |||||||||||||||||||||||||
Herbert Mueller Senior Vice President & Chief Financial Officer | 2019 | 86,539 | — | 375,000 | — | 24,977 | 621 | 487,137 | ||||||||||||||||||||||||||||||||
Nancy T. Avedissian Senior Vice President, General Counsel & Corporate Secretary | 2019 | 387,308 | — | 223,962 | — | 67,925 | 3,402 | 682,597 | ||||||||||||||||||||||||||||||||
| 2018 | 358,468 | — | 226,293 | — | 62,815 | 3,341 | 650,917 | |||||||||||||||||||||||||||||||||
Lori Schultz, Senior Vice President and Chief Global Solutions Officer | 2019 | 355,048 | 100,000 | 99,537 | — | 43,355 | 2,382 | 600,322 | ||||||||||||||||||||||||||||||||
Paul Tomkins Former Senior Vice President & Chief Financial Officer | 2019 | 443,365 | — | 375,000 | — | 82,011 | 738,185 | 1,638,561 | ||||||||||||||||||||||||||||||||
| 2018 | 413,461 | — | 377,158 | — | 94,172 | 3,341 | 888,132 | |||||||||||||||||||||||||||||||||
| (1) | Represents the amount of base salary paid to the |
40 |Volt Information Sciences, Inc. 2020 Proxy Statement
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| (2) | For fiscal year |
| (3) | Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of stock granted to our |
| (4) | Amounts reported in the Option Awards column reflect the aggregate grant date fair value of the stock options determined in accordance with FASB ASC Topic 718, excluding the amount of estimated forfeitures. For a discussion of valuation assumptions, see Note |
| (5) | For fiscal year |
35 |Volt Information Sciences, Inc. 2017 Proxy Statement
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| (6) | Amounts for fiscal year |
FISCAL YEAR 2016 GRANTS OFPLAN-BASED AWARDS
The table below provides information regarding awards made by the Compensation Committee in fiscal year 2016.
| Name | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards | All Other Stock Awards Number of Shares of Stock or Units(#)(3) | All Other Option Awards: Number of Securities Underlying Options(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) | ||||||||||||||||||||||||||
| Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||||||||||||
Michael D. Dean | 06/13/2016 | (1) | — | 439,681 | $ | 6.06 | $ | 1,066,667 | ||||||||||||||||||||||||
| 06/13/2016 | (1) | 88,009 | — | — | $ | 533,335 | ||||||||||||||||||||||||||
| 11/1/2015 | (4) | $ | 325,000 | $ | 650,000 | $ | 1,495,000 | |||||||||||||||||||||||||
Paul Tomkins | 06/13/2016 | (1) | — | 48,090 | $ | 6.06 | $ | 116,667 | ||||||||||||||||||||||||
| 06/13/2016 | (1) | 9,626 | — | — | $ | 58,334 | ||||||||||||||||||||||||||
| 03/11/2016 | (2) | — | 45,615 | $ | 7.20 | $ | 133,333 | |||||||||||||||||||||||||
| 03/11/2016 | (2) | 9,259 | — | — | $ | 66,665 | ||||||||||||||||||||||||||
| 11/1/2015 | (4) | $ | 130,000 | $ | 260,000 | $ | 598,000 | |||||||||||||||||||||||||
Jorge Perez | 04/11/2016 | (2) | — | 66,934 | $ | 7.46 | $ | 200,000 | ||||||||||||||||||||||||
| 04/11/2016 | (2) | 13,405 | — | — | $ | 100,001 | ||||||||||||||||||||||||||
| 04/11/2016 | (4) | $ | 63,541 | $ | 127,082 | $ | 292,288 | |||||||||||||||||||||||||
Ann R. Hollins | 03/11/2016 | (2) | — | 51,317 | $ | 7.20 | $ | 150,000 | ||||||||||||||||||||||||
| 03/11/2016 | (2) | 10,417 | — | — | $ | 75,002 | ||||||||||||||||||||||||||
| 03/21/2016 | (4) | $ | 52,254 | $ | 104,508 | $ | 240,368 | |||||||||||||||||||||||||
Rhona Driggs | 06/13/2016 | (1) | — | 45,342 | $ | 6.06 | $ | 110,000 | ||||||||||||||||||||||||
| 06/13/2016 | (1) | 9,076 | — | — | $ | 55,001 | ||||||||||||||||||||||||||
| 02/1/2016 | (4) | $ | 57,000 | $ | 114,000 | $ | 262,200 | |||||||||||||||||||||||||
$11,501, respectively.
36 |Volt Information Sciences, Inc. 2017 2020 Proxy Statement| 41
EXECUTIVE COMPENSATION
FISCAL YEAR 20162019 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END
The following table sets forth certain information concerning shares of our common stock subject to unexercised stock options and equity incentive plan awards held at October 30, 2016as of November 3, 2019 by the 20162019 Named Executive Officers:
| ||||||||||||||||||||||||||||||||||||
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| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise | Option Expiration Date | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units of Stock that $ | ||||||||||||||||||||||||||||
Linda Perneau | 44,394 | 88,787 | (1) | — | 4.10 | 3/1/2028 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 18,970 | (2) | 58,048 | ||||||||||||||||||||||||||||
| — | — | — | — | — | 57,709 | (3) | 176,590 | ||||||||||||||||||||||||||||
| — | — | — | — | — | 55,209 | (4) | 168,936 | ||||||||||||||||||||||||||||
| 149,769 | (4) | 458,293 | |||||||||||||||||||||||||||||||||
| 149,770 | (5) | 458,296 | |||||||||||||||||||||||||||||||||
Herbert Mueller | 59,904 | (12) | 183,306 | ||||||||||||||||||||||||||||||||
| 59,904 | (4) | 183,306 | |||||||||||||||||||||||||||||||||
Paul Tomkins | 45,615 | (6) | — | (6) | — | 7.20 | 2/23/2020 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 48,090 | (7) | — | (7) | — | 6.06 | 2/23/2020 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 66,361 | (8) | — | (8) | — | 4.35 | 5/23/2020 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| — | — | ||||||||||||||||||||||||||||||||||
| — | — | ||||||||||||||||||||||||||||||||||
Nancy T. Avedissian | 36,833 | (9) | — | (9) | — | 6.50 | 11/1/2026 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| 39,817 | (10) | 19,908 | (10) | — | 4.35 | 6/14/2027 | |||||||||||||||||||||||||||||
| 4,098 | (10) | 12,540 | |||||||||||||||||||||||||||||||||
| — | — | — | — | — | 23,437 | (3) | 71,717 | ||||||||||||||||||||||||||||
| 22,423 | (4) | 68,617 | |||||||||||||||||||||||||||||||||
| 25,921 | (4) | 79,318 | |||||||||||||||||||||||||||||||||
| 25,922 | (5) | 79,231 | |||||||||||||||||||||||||||||||||
Lori Schultz | — | — | — | — | — | 21,715 | (3) | 66,448 | |||||||||||||||||||||||||||
| 11,521 | (5) | 35,254 | |||||||||||||||||||||||||||||||||
| 11,520 | (4) | 35,251 | |||||||||||||||||||||||||||||||||
| (1) | These stock options were granted on |
| (2) | These restricted stock units were granted on |
| (3) | These restricted stock units were granted on June 14, 2018 and vest ratably on each of the first three anniversaries of the grant date. Each restricted stock unit represents a contingent right to receive one share of the registrant’s common stock or the cash value thereof, subject to a cap on any cash value received. |
42 |Volt Information Sciences, Inc. 2020 Proxy Statement
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| (4) | Performance-based restricted stock units that are eligible to vest based on achievement of the applicable performance criteria at the end of the performance period. The performance units are eligible to vest and be settled 1/3 each year following the grant date based on certain stock price performance goals measured over the applicable performance period. At maximum level of achievement of the applicable stock price performance goal, up to 200% of the units granted are eligible to vest. Each performance unit represents a contingent right to receive one share of the registrant’s common stock or the cash value thereof, subject to a cap on any cash value received. |
These restricted stock units were granted on June 14, 2019 and vest ratably on each of the first three anniversaries of the grant date. |
| (6) | In connection with his separation of employment, these stock options will remain exercisable until February 23, 2020. |
| (7) | In connection with his separation of employment, these stock options will remain exercisable until February 23, 2020. |
| (8) | In connection with his separation of employment, these stock options will remain exercisable until May 23, 2020. |
| (9) | Options and restricted stock units were granted on |
| Options and restricted stock units were granted on |
Represents the number of units shown multiplied by the closing price of a share of common stock on the last trading day of the fiscal year. |
| (12) | These restricted stock units were granted on |
3, 2019.
37 |Volt Information Sciences, Inc. 2017 Proxy Statement
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FISCAL YEAR 2016 OPTION EXERCISES AND STOCK VESTED
The following table contains information about restricted stock units held by the applicable named executive officers that vested during fiscal year 2016. No options were exercised by our named executive officers in fiscal year 2016.
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||
Michael D. Dean | — | — | 42,000 | 389,760 | ||||||||||||
| — | — | 13,339 | 111,114 | |||||||||||||
FISCAL YEAR 2016 PENSION PLAN BENEFITS
In fiscal year 2016, our 2016Employment Agreements with 2019 Named Executive Officers did not participate in any pension plans providing for payment or other benefits at, following or in connection with retirement. For certain payments and benefits to which our 2016
The descriptions below provide an overview summary of each current 2019 Named Executive Officers became or would become entitled upon retirement or other specified terminations ofOfficer’s employment please seeagreement with the section “Employment Agreements with 2016 Named Executive Officers.”
FISCAL YEAR 2016 NONQUALIFIED DEFERRED COMPENSATION
InCompany as in effect during fiscal year 2016, none of our 2016 Named Executive Officers participated in any deferred compensation plans or programs. For certain payments and benefits to which our 2016 Named Executive Officers became or would become entitled upon retirement or other specified terminations of employment, please see the section “Employment Agreements with 2016 Named Executive Officers.”
38 |Volt Information Sciences, Inc. 2017 Proxy Statement
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EMPLOYMENT AGREEMENTS WITH 2016 NAMED EXECUTIVE OFFICERS2019.
|
We entered into an employment agreement with Mr. Dean on October 19, 2015 inIn connection with hisher appointment to the position of President and CEO ofChief Executive Officer, the Company. In January 2017, Mr. DeanCompany and Ms. Perneau entered into an amended and restated employment agreement on December 4, 2018 (the “Employment Agreement”) to memorialize Ms. Perneau’s new role. Prior to entering into the current Employment Agreement, Ms. Perneau and the Company amended Mr. Dean’swere party to an original employment agreement that was substantially similar to the current Employment Agreement and was entered into at the time of her hire.
The Employment Agreement memorialized Ms. Perneau’s fiscal year 2019 annual base salary of $650,000 and increased her target annual bonus from 80% to 100% of her annual base salary. During fiscal year 2018 and prior to her appointment as President and Chief Executive Officer, Ms. Perneau’s annual base salary was $550,000. Her original target annual bonus of 60% of her annual base salary was increased to 80% in orderconnection with her appointment to delete frominterim President and Chief Executive Officer in June of 2018.
The Employment Agreement also provides that the definitionCompany will pay to Ms. Perneau $80,000 for purposes of “good reason” an express triggering event (withMs. Perneau’s housing. If Ms. Perneau’s employment with the consequences summarizedCompany terminates prior to December 4, 2019 for any reason other than by the Company without “Cause” or by Ms. Perneau for “Good Reason” (each as defined in the immediately succeeding paragraph) occasioned byEmployment Agreement), Ms. Perneau will be required to repay this amount to the Company’s failure to provide Mr. Dean with annual long-term incentives at a target value of $1.6 million. Both the Company and Mr. Dean felt this amendment was appropriate in light of the Company’s ongoing efforts to structure its compensation programs in a way that appropriately aligns executive performance with overall compensation opportunities.Company.
If Mr. Dean’sMs. Perneau’s employment is terminated by the Company without “cause”,Cause (other than for death or disability) or by himMs. Perneau for “good reason” or in connection with the Company’s nonrenewal of the employment agreement (in each case, a “Qualifying Termination”), heGood Reason, Ms. Perneau will be eligibleentitled to receive severance benefits, which include (i) payment of an amount equal to two times the sum(i) one year of hisher then-current annual base salary, plus targetpayable in 12 monthly installments; (ii) apro-rated portion of her annual bonus payable over 24 months followingin respect of the year of termination, date (or, in the case of a nonrenewal termination, one times the sum of such amounts payable over 12 months); (ii) payment ofbased on actual performance results for that year; (iii) any earned but unpaid annual bonus for the year prior to the
Volt Information Sciences, Inc. 2020 Proxy Statement | 43
EXECUTIVE COMPENSATION
year of terminationtermination; and apro-rated annual bonus(iv) certain costs associated with the payment of health benefits for the year of termination (based on actual achievement of applicable performance criteria butpro-rated to reflect the number of days within the performance period in which Mr. Dean was employed); (iii) reimbursement of the employer portion of COBRA costs for 1812 months following the termination date; and (iv) immediate vesting of unvested equity awards, to the extent such awards would have vested within 12 months of the termination date (subject to, in the case ofperformance-based awards, the achievement of any performance criteria during such one year period). The employment agreement provides for equity acceleration with respect to all outstanding and unvested equity awards in the event of a Qualifying Termination in connection with a “change in control” of the Company (as defined in the 2015 Plan). In addition, upon a Qualifying Termination following a change in control, the amount described in clause (i) and (ii) above will generally be paid in a lump sum on the 60th day following the termination date.
Mr. Dean’s Ms. Perneau’s receipt of the severance benefits under the employment agreementdescribed above is subject to hisher execution of a formalvalid release of claims against us. Our obligation to pay certain severance benefitsand is conditioned upon Mr. Dean’s continuedon her compliance with thenon-competenon-solicitation andnon-solicit restrictions set forth confidentiality covenants contained in the Employment Agreement for the relevant period following her termination of employment agreement for a period of 24 months (inany reason.
Under the case of a terminationEmployment Agreement, “Good Reason” means, without “cause” or for “good reason”), or 12 months (in the case of a nonrenewal termination or a Qualifying Termination in connection with a change in control).
Mr. Dean’s agreement also provides that in the event his total payments or benefits received in connection with a change in control or his termination would be subject to any excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced to the extent necessary such that no portion of the total payments will be subject to such excise tax, but only if the netafter-tax amount of such reduced total payments is greater than or equal to the netafter-tax amount of the total payments Mr. Dean would receive without such reduction.
For purposes of the employment agreement with Mr. Dean, the following terms are defined generally as set forth below:
“good reason” is defined asMs. Perneau’s consent, (i) a diminution in executive’s base salary or target annual bonus (subject to certain exceptions); (ii) a material diminution in executive’s authority, duties or responsibilities; (iii) executive’s cessation asher base salary, other than a memberreduction in base salary that generally affects senior executives of the Company’s Board (other than dueCompany in substantially the same proportion, (ii) a material and adverse change to, his resignation or where “cause” is founda material reduction of, Ms. Perneau’s duties and responsibilities to exist); (iv)the Company, (iii) a relocation of executive’sMs. Perneau’s principal place of employment by more than 50 miles; and (v)miles from her principal place of employment as of the effective date of the Employment Agreement (other than to Orange, California), or (iv) the Company’s material breach of the employment agreement.
39 |Volt Information Sciences, Inc. 2017 Proxy Statement
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“cause” is defined as (i) any action or omission constituting executive’s material breach of any provision of the employment agreement or Company policies; (ii) executive’s willful failure to perform the duties assigned to him under the employment agreement after the Company has demanded that he so perform; (iii) any conduct by executive that is materially injurious to the business of the Company, or any act of fraud with respect to the business of the Company; (iv) executive’s conviction of (or plea of no contest to) any felony; (v) executive’s gross negligence or gross insubordination; (vi) executive’s commission of any violation of any antifraud provision of federal or state securities laws; or (vii) executive’s alcohol or drug abuse substantially affecting his work performance.
“change in control” is defined in the 2015 Plan.Employment Agreement.
|
We entered into an employment agreement with Mr. TomkinsMueller effective March 23, 2015.August 24, 2019. The employment agreement provides a base salary of $400,000$450,000 per annum. For fiscal year 2015, Mr. Tomkins wasannum and eligible to earn an annual bonusparticipate in our AIP with a target amountannual bonus equal to 80% of $400,000. With respect to fiscal year 2016 and thereafter, his annual based salary ($360,000). The employment agreement providedalso provides that the Company will provide Mr. Tomkins would beMueller with an equity-based incentive award having grant date value of $375,000 pursuant to the Volt Information Sciences, Inc. 2019 Equity Incentive Plan.
Under the employment agreement, Mr. Mueller is eligible to earn an annual bonus withreceive a target amountone-time cash award of $250,000 to address certain compensation foregone from his previous employer, with 50% to be paid in July 2020 and an LTI awardthe remaining 50% to be paid in December 2020, subject to Mr. Mueller’s continued employment with a target amount of $250,000 payable 50% in cash and 50% in restrictedthe Company common stock. Followingon the end of fiscal year 2015, the Compensation Committee revised Mr. Tomkins’ annual bonus to reflect a target of $260,000 and a target LTI award of $375,000, consisting of2/3 stock options and1/3 restricted stock units. This was done in recognition of the financial and leadership initiatives that Mr. Tomkins was able to achieve during fiscal year 2015, and is consistent with our revamped executive compensation program.applicable payment dates.
If Mr. Tomkins’Mueller’s employment is terminated by the Company without “cause” or by Mr. TomkinsMueller for “good reason” (as such terms are defined in the employment agreement), Mr. TomkinsMueller would be entitled to receive payment of, at a minimum, (i) one yearaccrued compensation and benefits; (ii) two years of histhen-current base salary, (ii) an amountpaid in 24 equal tomonthly installments; (iii) certain costs associated with the continuation of medical benefits for 12 months following his target annual bonus for the year of termination; (iii)termination date; and (iv) payment of any earned but unpaid annual bonus for the year of termination,pro-rated for the number of days actually worked during the applicable fiscal year; and (iv) certain costs associated with the payment of medical benefits for 12 months following the termination date. year.
Receipt of such benefits is conditioned upon his execution of a general release. The payments described in subclause (i) and (ii) would be payable over 12 months following the termination date. In the event of a termination without cause or resignation for good reason within 90 days of a “change of control”, all unvested portions of the LTI awards granted (if any) will vest immediately. Upon termination of employment for any other reason, Mr. Tomkins isMueller will be entitled under his employment agreement only to payment of his accrued but unpaid salary and any unused accrued vacation.
Mr. TomkinsMueller will be subject to the Company’s standardnon-competitionnon-solicitation, confidentiality andnon-solicitationnon-disparagement covenants for one year following his termination of employment, regardless of the reason for termination.
For purposes of the employment agreement with Mr. Tomkins,Mueller, the following terms are defined generally as set forth below:
“good reason”Good Reason” is defined as (i) an aggregate reduction of 10% or morea material diminution in the executive’s base salary, unless such reduction is part of a general reduction applicable to substantially all senior executives of the
44 |Volt Information Sciences, Inc. 2020 Proxy Statement
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Company; (ii) a relocation of executive’s principal work location of 50 miles or more; or (iii) a material and adverse change to, or a material reduction of, executive’s duties and responsibilities to the Company.Company; or (iii) the Company’s material breach of the employment agreement.
“cause”Cause” is defined as (i) embezzlement by the executive; (ii) executive’s misappropriation of Company funds; (iii) executive’s conviction of, or plea of guilty or nolo contendere to, any felony;felony, or any crime involving fraud, dishonesty or moral turpitude; (iv) executive’s commission of any actviolation of dishonesty, deceitany antifraud provision of federal or fraud which causes economic harm to the Company;state securities laws; (v) willful breach of executive’s fiduciary duties owed to the Company; (vi) executive’s material breach of the employment
40 |Volt Information Sciences, Inc. 2017 Proxy Statement
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agreement; (vii) executive’s willful failure to perform his duties;duties assigned by the Company or the Board; (viii) significanta material violation of any Company policy procedure, etc.;or procedure; or (ix) engaging in activities or conduct reasonably likely to impair the reputation, operations, etc. of the business of the Company.Company, including publicly making disparaging or derogatory statements about the Company or engaging in conduct involving any immoral acts.
On February 21, 2017, Mr. Shaw’s existing employment agreement with the Company dated May 1, 1987, as amended on January 3, 1989 (the “Employment Agreement”) was amended and restated (the “Restated Employment Agreement”). Pursuant to the Restated Employment Agreement, which will be effective as of February 27, 2017, Mr. Shaw will cease to be an executive officer of the Company, and will hold the honorary title of Founder and Executive Vice President Emeritus of the Company until thetwo-year anniversary of the date of the Restated Employment Agreement (the “Term”), at which point Mr. Shaw’s employment with the Company will cease. Mr. Shaw’s annual base salary will be reduced from $517,005 to $200,000. Additionally, he will be paid $1,500,000 (together with his base salary, the “Consideration”) in exchange for the elimination of a current $1,500,000 death benefit obligation contained in the Employment Agreement. The Consideration will be paid over the course of the Term in accordance with the Company’s normal payroll practices. In the event of Mr. Shaw’s death prior to the expiration of the Term, the Restated Employment Agreement provides for the remainder of his Consideration to be paid to his trust through the end of the Term.
Prior to the effectiveness of the Restated Employment Agreement, the employment term under Mr. Shaw’s Employment Agreement was scheduled to continue until the April 30 that is five years after notice is given by either the Company or Mr. Shaw to terminate his employment. The Employment Agreement also provided for service thereafter for the remainder of Mr. Shaw’s life as a consultant to the Company for annual consulting fees equal to 75% of his then current base salary for the first 10 years of the consulting period and 50% of the base salary for the remainder of the consulting period. The Employment Agreement permitted Mr. Shaw to accelerate the commencement of the consulting period if a “change in control,” as defined in the Employment Agreement, occurred or if the Company’s office where Mr. Shaw presently performed his principal services was relocated to a different geographical area.
The Employment Agreement also provided that, upon the death of Mr. Shaw, the Company would pay to his beneficiary an amount equal to three times his annual base salary at the date of death if his death occurred while employed as an executive, 2.25 times his annual base salary at the end of his employment as an executive if his death occurred during the first 10 years of the consulting period or 1.5 times his annual base salary at the end of his employment as an executive if his death occurred during the remainder of the consulting period. This amount would have been payable over three years following his death.
Under the Employment Agreement, Mr. Shaw was prohibited from engaging in any business competitive with the Company, competing with the Company for its customers or encouraging employees of the Company to leave their employment. These restrictions would have applied for the duration of the term of the Employment Agreement and for one year thereafter if Mr. Shaw’s employment was terminated by the Company for “cause,” as defined in the Employment Agreement. Mr. Shaw would not have been subject to these restrictions after a “change in control” of the Company occurred if, during his consulting period, he elected to terminate his Employment Agreement and relinquish any further payments or other benefits thereunder.
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The Company is a party to an employment agreement with Ms. Driggs, dated November 25, 2013. The agreement provides for a base salary at the annual rate of $300,000, which may be adjusted from time to time in the Company’s discretion. Effective February 1, 2016, Ms. Driggs’ annual base salary was increased to $380,000. Ms. Driggs, under the terms of her agreement, is eligible to participate in the applicable Company incentive plan, as in effect from time to time.
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The employment agreement with Ms. Driggs provides for “at will” employment, but generally requires at least 10 days’ written notice of termination by the Company without “cause” or by Ms. Driggs with or without “good reason” (as such terms are defined in the employment agreement and summarized below). Upon termination of employment by the Company without cause or by Ms. Driggs for good reason, Ms. Driggs will be entitled to, subject to the execution of a release of claims against the Company and, if requested, an exit interview as the Company may designate, (1) continued payment of base salary and continued medical benefits for 12 months, (2) any earned incentive payment, based onpre-established target amounts for such year, prorated to account for days worked during the year of termination, and (3) costs associated with providing medical coverage for 12 months following the termination date.
The employment agreement containsnon-competition andnon-solicitation covenants that apply during employment and for one year following termination of employment.
For purposes of employment agreements for Ms. Driggs, the following terms are defined generally as set forth below:
“cause” means generally: (a) embezzlement by executive; (b) misappropriation by executive of funds of the Company; (c) executive’s conviction of, plea of guilty to or plea of nolo contendere to a felony; (d) executive’s commission of any act of dishonesty, deceit, or fraud which causes material economic harm to the Company; (e) a willful failure by executive of a fiduciary duty owed to the Company; (f) a material breach by executive of any provision of the employment agreement; (g) a willful failure by executive to substantially perform executive’s duties; (h) a significant violation by executive of any rule, policy or procedure of the Company, or any contractual, statutory or common law duties owed to the Company; or (i) engaging in activities or conduct reasonably likely to impair the reputation, operations, prospects or business relations of the Company.
“good reason” means generally the occurrence of any of the following events which continues uncured for a period of not less thirty (30) days following written notice given by executive to the Company within ninety (90) days following the occurrence of such event, unless executive specifically agrees in writing that such event shall not be good reason: (a) an aggregate reduction of ten percent (10%) or more in executive’s base salary in one calendar year, unless such reduction is part of a general reduction applicable to all or substantially all senior executives of the Company; (b) a change of fifty (50) miles or more in the geographic location in which executive works; or (c) a material and adverse change to, or a material reduction of, executive’s duties and responsibilities to the Company.
We entered into an employment agreement with Mr.��PerezMs. Avedissian on September 21, 2016, effective April 11,October 24, 2016. The employment agreement provides aDuring fiscal year 2019, Ms. Avedissian received an annual base salary of $380,000, per annum. Mr. Perez is alsoand was eligible to participate in our AIP with a target annual bonus equal to 60%50% of hisher annual base salary. On April 11, 2016, Mr. Perez received an initial grant of equity awards consisting of 2/3 stock options and 1/3 restricted stock units with a grant date fair value of $300,000, vesting ratably on each of the first three anniversaries of the grant date. We provided Mr. Perez with a $50,000 relocation payment in order to facilitate his relocation to Orange, California. Mr. Perez will be obligated to repay theafter-tax portion of this amount in the event he (i) resigns without “good reason” or is terminated for “cause” (as such terms are defined in the employment agreement) prior to April 11, 2018, or (ii) fails to relocate prior to September 30, 2017.
If Mr. Perez’sMs. Avedissian’s employment is terminated by the Company without cause or by Mr. PerezMs. Avedissian’s for good reason Mr. Perez(each as defined below), Ms. Avedissian would be entitled to receive payment of (i) one year of hisher then-current base salary, payable in 12 monthly installmentsinstallments; (ii) apro-rated portion of hisher annual incentive award payable in respect of the year of termination, based on actual performance; (iii) payment of any earned but unpaid annual bonus for the year prior to the year of termination; and (iv) certain costs associated with the payment of medical benefits for 12 months following the termination date.
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Mr. Perez’sMs. Avedissian’s receipt of the severance benefits described above is subject to hisher execution of a valid release of claims and is conditioned on hisher compliance with thenon-competition andnon-solicitation covenants contained in hisher employment agreement for one year following hisher termination of employment.
For purposes of the employment agreement with Mr. Perez,Ms. Avedissian, the following terms are defined generally as set forth below:
“good reason”Good Reason” is defined as (i) an aggregate reduction of 10% or more in executive’s base salary, unless such reduction is part of a general reduction applicable to substantially all senior executives of the Company; (ii) a relocation of executive’s principal work location of 50 miles or more (following his relocation to our office in Orange, California);more; (iii) a material and adverse change to, or a material reduction of, executive’s duties and responsibilities to the Company; or (iv) the Company’s material breach of the employment agreement.
“cause”Cause” is defined as (i) embezzlement by the executive; (ii) executive’s conviction of, or plea of guilty or nolo contendere to, any felony; (iii) executive’s commission of any act of dishonesty, deceit or fraud which causes economic harm to the Company; (iv) willful breach of executive’s fiduciary duties owed to the Company; (v) executive’s material breach of the employment agreement;
Volt Information Sciences, Inc. 2020 Proxy Statement | 45
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(vi) executive’s willful failure to perform her duties; (vii) the executive’s material violation of Company policy, procedure, etc.; or (viii) engaging in activities or conduct reasonably likely to impair the reputation, operations, etc. of the business of the Company.
Lori Schultz |
We entered into an amended and restated employment agreement with Ms. Schultz on June 25, 2019, in connection with her appointment as Chief Global Solutions Officer of Volt Information Sciences, Inc.
Pursuant to the Employment Agreement, Ms. Schultz’s base salary increased to $400,000 per year and she will be eligible to earn an annual target incentive bonus equal to 60% of her base salary upon the Company’s achievement of certain financial performance goals. Ms. Schultz also received a long-term equity incentive award consisting of 50% performance stock units and 50% restricted stock units, with a total grant date value of $100,000 (the “LTI Awards”). The LTI Awards are granted under the Company’s 2019 Equity Incentive Plan and will vest ratably on each of the first three anniversaries of June 14, 2019, subject to Ms. Schultz’s continued employment with the Company on each applicable vesting date and, with respect to the performance stock units, achievement of the applicable financial performance goals.
If Ms. Schultz’s employment is terminated by the Company without “cause,” or by Ms. Schultz for “good reason,” Ms. Schultz will be entitled to receive the following benefits from the Company: (i) her then-current base salary for a period of 12 months following the termination date, (ii) payment of apro-rated annual bonus for the year of termination, subject to the achievement of the applicable performance goals, and (iii) an amount equal to the value of 12 months of COBRA payments. Receipt of such benefits by Ms. Schultz is conditioned upon her execution of a general release in favor of the Company. For a period of 12 months following the termination of her employment, Ms. Schultz will be subject to certainnon-solicitation restrictions.
For purposes of the employment agreement with Ms. Schultz, the following terms are defined generally as set forth below:
“Good Reason” is defined as (i) an aggregate reduction of 10% or more in executive’s base salary, unless such reduction is part of a general reduction applicable to substantially all senior executives of the Company; (ii) a relocation of executive’s principal work location of 50 miles or more; (iii) a material and adverse change to, or a material reduction of, executive’s duties and responsibilities to the Company; or (iv) the Company’s material breach of the employment agreement.
“Cause” is defined as (i) embezzlement by the executive; (ii) executive’s conviction of, or plea of guilty or nolo contendere to, any felony; (iii) executive’s commission of any act of dishonesty, deceit or fraud which causes economic harm to the Company; (iv) willful breach of executive’s fiduciary duties owed to the Company; (v) executive’s material breach of the employment agreement; (vi) executive’s willful failure to perform hisher duties; (vii) the executive’s material violation of Company policy, procedure, etc.; or (viii) engaging in activities or conduct reasonably likely to impair the reputation, operations, etc. of the business of the Company.
We entered into an employment agreement with Ms. Hollins effective March 21, 2016. Other than with respect to economic terms, the terms of Ms. Hollins’ employment agreement are substantially similar to those of Mr. Perez’s employment agreement. Ms. Hollins receives a base salary of $340,000 per annum, with a target annual bonus equal to 50% of her annual base salary. On March 11, 2016, Ms. Hollins received an initial grant of equity awards consisting of 2/3 stock options and 1/3 restricted stock units with a grant date fair value of $225,000, vesting ratably on each of the first three anniversaries of the grant date. If Ms. Hollins’ employment is terminated by the Company without cause or by Ms. Hollins for good reason, Ms. Hollins would be entitled to receive the same severance benefits described for Mr. Perez, based on her own annual base salary and target annual bonus.
4346 | Volt Information Sciences, Inc. 2017 2020 Proxy Statement
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF OCTOBER 30, 2016Potential Payments Upon Termination or Change in Control as of November 3, 2019
The chart below quantifies the payments and benefits to which our 20162019 Named Executive Officers would have been entitled to upon termination of employment or in connection with a change in control had either event occurred on October 30, 2016.November 3, 2019.
| Name | Termination without Cause or for Good Reason ($) | Death or Disability ($) | Termination without Cause or for Good Reason in Connection with a Change in Control ($)(1) | Termination without Cause or for Good Reason ($) | Death or Disability ($) | Termination without Cause or for Good Reason in Connection with a Change in Control ($)(1) | |||||||||||||||||||||
Michael D. Dean | |||||||||||||||||||||||||||
Cash Severance(2) | 3,007,160 | 407,160 | 3,007,160 | ||||||||||||||||||||||||
Linda Perneau | |||||||||||||||||||||||||||
Cash Severance(2) | 650,000 | — | 650,000 | ||||||||||||||||||||||||
Health Benefits | 25,651 | — | 25,651 | 30,000 | — | 30,000 | |||||||||||||||||||||
Stock Options(3) | 47,705 | — | 145,095 | ||||||||||||||||||||||||
Restricted Stock Units(4) | 272,693 | — | 732,843 | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 1,320,163 | ||||||||||||||||||||||||
Total | 3,353,209 | 407,160 | 3,910,749 | 680,000 | — | 2,000,163 | |||||||||||||||||||||
Paul Tomkins | |||||||||||||||||||||||||||
Cash Severance(2) | 817,950 | 157,950 | 817,950 | ||||||||||||||||||||||||
Herbert M. Mueller | |||||||||||||||||||||||||||
Cash Severance(2) | 900,000 | — | 900,000 | ||||||||||||||||||||||||
Health Benefits | 17,101 | — | 17,101 | 30,000 | — | 30,000 | |||||||||||||||||||||
Stock Options(3) | — | — | 15,870 | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 120,675 | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 366,612 | ||||||||||||||||||||||||
Total | 835,051 | 157,950 | 971,596 | 930,000 | — | 1,296,612 | |||||||||||||||||||||
Rhona Driggs | |||||||||||||||||||||||||||
Cash Severance(2) | 474,208 | 111,958 | 474,208 | ||||||||||||||||||||||||
Nancy T. Avedissian | |||||||||||||||||||||||||||
Cash Severance(2) | 380,000 | — | 380,000 | ||||||||||||||||||||||||
Health Benefits | 17,101 | — | 17,101 | 30,000 | — | 30,000 | |||||||||||||||||||||
Stock Options(3) | — | — | 14,963 | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 57,996 | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 311,423 | ||||||||||||||||||||||||
Total | 491,309 | 111,958 | 564,268 | 410,000 | — | 721,423 | |||||||||||||||||||||
Jerome Shaw | |||||||||||||||||||||||||||
Fees from Consulting Arrangement(5) | 3,877,538 | — | 3,877,538 | ||||||||||||||||||||||||
Cash Severance(2) | — | 1,551,015 | — | ||||||||||||||||||||||||
Lori Schultz | |||||||||||||||||||||||||||
Cash Severance(2) | 400,000 | — | 400,000 | ||||||||||||||||||||||||
Health Benefits | 30,000 | — | 30,000 | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 136,953 | ||||||||||||||||||||||||
Total | 3,877,538 | 1,551,015 | 3,877,538 | 430,000 | — | 566,953 | |||||||||||||||||||||
Jorge Perez | |||||||||||||||||||||||||||
Cash Severance(2) | 462,553 | 82,553 | 462,553 | ||||||||||||||||||||||||
Health Benefits | 17,101 | — | 17,101 | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 85,658 | ||||||||||||||||||||||||
Total | 479,654 | 82,553 | 565,312 | ||||||||||||||||||||||||
Ann R. Hollins | |||||||||||||||||||||||||||
Cash Severance(2) | 295,073 | 70,073 | 295,073 | ||||||||||||||||||||||||
Health Benefits | 17,101 | — | — | ||||||||||||||||||||||||
Stock Options(3) | — | — | — | ||||||||||||||||||||||||
Restricted Stock Units(4) | — | — | 66,564 | ||||||||||||||||||||||||
Total | 312,174 | 70,073 | 361,637 | ||||||||||||||||||||||||
| (1) | Assumes a change in control occurred on |
| (2) | For a description of how each executive’s cash severance amount would be calculated, please see the “EmploymentAgreements with |
44 |Volt Information Sciences, Inc. 2017 Proxy Statement
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| (3) | Represents the intrinsic value of the acceleration of vesting of any stock options that vest upon the event. Intrinsic value is the difference between the exercise price of the stock option and the closing price of our common stock on the date the triggering event occurred, which was |
Volt Information Sciences, Inc. 2020 Proxy Statement | 47
EXECUTIVE COMPENSATION
| $3.06 on |
| (4) | The acceleration value of restricted stock units and performance stock units is calculated as the closing price of our common stock on |
Payments Resulting Automatically in ConnectionSeparation Agreement with Paul Tomkins
On September 11, 2019, the Company entered into a Change in ControlSeparation Agreement and General Release (the “Separation Agreement”), with Paul Tomkins, our former Senior Vice President and Chief Financial Officer. Mr. Tomkins resigned from such position effective as of October 30, 2016
Had a changeAugust 23, 2019, but remained an employee of the Company through November 11, 2019. Pursuant to the Separation Agreement and in control (as such term is definedaccordance with his separation package set forth in his employment agreement) occurred on October 30, 2016,agreement, Mr. Shaw would have hadTomkins received the optionfollowing severance benefits: (i) continued payment of triggering the consulting period, entitling him to receive the payments described in footnote (5) above. As noted in footnote (5) above, on February 21, 2017, Mr. Shaw’s employment agreement with the Company was amended and restated and, ashis annual base salary for 12 months following his separation date, (ii) a result, the consulting and related separation benefits summarized in such footnote (5) were eliminated. See “Employment Agreements with 2016 Named Executive Officers—Jerome Shaw.”
No other 2016 Named Executive Officer would receive any payment, vesting or other benefit solely as a result of a change in control.
2016 Director Compensation
The following table presents the total compensation for each person who served as anon-employeepro-rated member of the Board (a“Non-Executive Director”)AIP award for the year of his termination, based on actual performance during fiscal year ended October 30, 2016. Each2019, (iii) payment of an incentive amount equal to $282,750, (iv) reimbursement for the costs of certain medical benefits over a period of twelve months and (v) a portion of his vested stock options will remain exercisable for a period of 9 months following his termination. Mr. Tomkins’ receipt of these benefits was subject to his execution of an effective release of claims against the company. Mr. Tomkins will remain subject to the restrictive covenants set forth in his employment agreement.
As reflected in the table below, each director of the Company who was not an officer or employee of the Company was entitled to receivereceived a director’s fee at an annual rate of $60,000, and was reimbursed for reasonableout-of-pocket expenses related to his or her services. The Chairman of the Board receivesreceived an additional $60,000 fee per annum. The ChairChairs of each of the Audit Committee, the Compensation Committee and the Nominating/Governance Committee each receivereceived an additional $20,000, $15,000 and $10,000 respectively, per annum.annum, respectively. In addition, anyNon-Executivenon-employee Directordirector who also serves as a member of any committee (in a role other than Chair) receiveswill receive an additional payment of $5,000, provided that eachNon-Executivenon-employee Directordirector is only eligible to receive one such $5,000 payment per year. Additionally, eachNon-Executive Director is entitled
In addition to the cash compensation described above, our directors also receive an annual grant of Company restricted shares or restricted stock units,awards with a grant date value equal to $75,000. As reflected in the table below, during his service as a director of the Company, Mr. Rudolf declined to accept certain fee disbursements and the annual grant of Company restricted shares orapproximately $75,000 time-based restricted stock units, to which he otherwise would have been entitled. Our share ownership guidelines require thatvest on the one year anniversary of the grant date.
48 |non-employeeVolt Information Sciences, Inc. directors each hold shares of Company common stock (including shares underlying any vested and unvested options) with a value equal to at least $300,000.2020 Proxy Statement
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Beginning with amounts earned by members of our Board in respect of fiscal year 2017, memberseach member of our Board will havehad the option of deferring certain portions of his or her compensation pursuant to our DCP described in the CD&A.Non-Executive Directors were not eligible to defer any compensation in respect“Discussion of compensation earned for fiscal year 2016.
Mr. Dean was not paid any compensation for his service as a member of the Board during fiscal year 2016.Fiscal Year 2019 Executive Compensation Program” section.
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FISCAL YEAR 2016 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
James E. Boone | 64,000 | 75,000 | 139,000 | |||||||||
Nicholas S. Cyprus | 85,000 | 75,000 | 160,000 | |||||||||
Bruce G. Goodman | 75,000 | 75,000 | 150,000 | |||||||||
Dana Messina | 125,000 | 75,000 | 200,000 | |||||||||
John C. Rudolf | 32,500 | — | 32,500 | |||||||||
Laurie Siegel | 80,000 | 75,000 | 155,000 | |||||||||
Theresa A. Havell(2) | 39,181 | — | 39,181 | |||||||||
Name | Fees Earned | Stock Awards(1) | Total | |||||||||
Celia Brown | $ | 39,560 | $ | 74,654 | $ | 114,214 | ||||||
Nick S. Cyprus | 102,692 | 74,654 | 177,346 | |||||||||
Bruce G. Goodman | 75,000 | 74,654 | 149,654 | |||||||||
William J. Grubbs | 107,308 | 74,654 | 181,962 | |||||||||
Dana Messina(2) | 32,857 | — | 32,857 | |||||||||
Laurie Siegel | 40,440 | — | 40,440 | |||||||||
Arnold Ursaner(2) | 65,000 | 74,654 | 139,654 | |||||||||
| $ | 462,857 | $ | 373,270 | $ | 836,127 | |||||||
| (1) | On June |
| (2) | These directors elected to |
46 |Volt Information Sciences, Inc. 2017 2020 Proxy Statement| 49
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
ITEM 4. ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON
NAMED EXECUTIVE OFFICER COMPENSATION (“SAY WHEN ON PAY”)
This year, we also are asking shareholders to vote on an advisory(non-binding) basis on the following resolution at the 2017 Annual Meeting:
RESOLVED, that the Company’s shareholders recommend, on an advisory basis, that, after the 2017 Annual Meeting of Shareholders, the Company conduct any required shareholder advisory vote on named executive officer compensation every year, every two years, or every three years in accordance with such frequency receiving the greatest number of votes cast for this resolution.
Thisnon-binding advisory vote, commonly known as a “Say When on Pay” vote, gives shareholders the opportunity to express their views about how frequently (but at least once every three years) we should conduct aSay-on-Pay vote. At the 2014 annual meeting, our shareholders approved holding aSay-on-Pay vote biennially. During fiscal year 2015, the Board approved a change from holdingSay-on-Pay advisory votes biennially to holding such votes annually. You may vote forSay-on-Pay votes to be held “EVERY YEAR,” “EVERY TWO YEARS” OR “EVERY THREE YEARS” in response to the resolution or you may abstain from voting on the resolution.
Though we currently hold ourSay-on-Pay votes every year, there are valid arguments regarding the relative benefits of both annual and less frequentSay-on-Pay votes. After considering input from shareholders, the preference evident from voting results at other companies similar in size to ours, and practical commentary that has become widely available with respect to the Say When on Pay vote since its implementation, the Board is recommending that theSay-on-Pay vote continue to be held on an annual basis.
For these reasons, the Board unanimously recommends that shareholders vote for the Company to conduct any required shareholder advisory vote on named executive officer compensation every year.
The results of the Say When on Pay vote will be advisory and will not be binding upon the Company or our Board. However, we will take into account the outcome of the Say When on Pay vote when determining how frequently the Company will conduct futureSay-on-Pay votes and will disclose our frequency decision as required by the Securities and Exchange Commission. Unless and until the Board determines otherwise, the next Say When on Pay vote will occur at the 2023 Annual Meeting, since this vote is required to be held every six years.
47 |Volt Information Sciences, Inc. 2017 Proxy Statement
Review of Transactions with Related Persons
The Board has adopted a written policy regarding the review and approval of transactions involving certain persons that SEC regulations require to be disclosed in proxy statements, which are commonly referred to as “related person transactions.” A “related person” is defined under the applicable SEC regulation and includes our directors, the executive officers, nominees for director and beneficial owners of 5% or more of our common stock. Under the written policy, the Audit Committee is responsible for reviewing and approving any related person transactions, and will consider factors it deems appropriate including:
| ◾ | whether the transaction is on terms no more favorable than terms generally available to an unrelated third party under the same or similar circumstances; |
| ◾ | the benefits to the Company; and |
| ◾ | the extent of the related person’s interest in the transaction. |
There are no material interests, direct or indirect, of any other director nominee or any of the current directors, executive officers, or any shareholder who beneficially owns, directly or indirectly, more than 5% of the outstanding common shares, or immediate family members of such persons, in any transaction since October 30, 2016,during fiscal year 2019, or in any proposed transaction, in which the amount involved exceeded $120,000.
From time to time we have employed, and will continue to employ, relatives of executive officers, as well as relatives of otherfull-time employees. We believe that we have always employed, and will continue to employ, those individuals on the same terms that we employ unrelated individuals and for compensation that is less than the amount specified in Item 404 ofRegulation S-K.
Director Independence; Executive Sessions of the Board
The Board has determined that directors Dana Messina, Michael D. Dean, Bruce G. Goodman, James E. Boone, NicholasWilliam J. Grubbs, Nick S. Cyprus, Arnold Ursaner, and Laurie SiegelCelia Brown meet (and former director John C. Rudolf met) the current independence requirements under the applicable rules of the SEC and listing standards of the NYSE:MKT.NYSE American. The Board made these determinations based primarily upon a review of the responses of directors and director nominees to questions in a director and officer questionnaire regarding employment and compensation history, affiliations and family and other relationships and on discussions with them. The Board determined that there were no material relationships between any of such persons and the Company that could interfere with theirthe exercise of any such person’s independent judgment and that each meets the current independence requirements applicable to independent directors under the applicable listing standards of the NYSE:MKTNYSE American.
As of the Company’s 2019 Annual Meeting, director Bruce G. Goodman met all applicable independence requirements of the SEC and listing standards of the NYSE American. Mr. Goodman is a 3.53% shareholder of the Company and his directorship brings a welcome perspective to serve on the Board.Board as a significant shareholder representative.
Thenon-management directors have held executive sessions. In accordance with the listing standards of the NYSE:MKT,NYSE American, these sessions are intended to promote open discussion amongnon-management directors.
4850 | Volt Information Sciences, Inc.2017 2020 Proxy Statement
Our Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal years ended November 3, 2019, October 30, 2016, November 1, 2015,28, 2018, and November 2, 2014.October 29, 2017. Representatives of Ernst & Young LLP are expected to be present at the Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions. We incurred the following fees which do not include statutory audit fees for fiscal year 2016 which will be incurred at a future date, to Ernst & Young LLP for fiscal years 2016, 20152019, 2018 and 20142017 (in thousands):
| Fiscal Year 2019 | Fiscal Year 2018 | Fiscal Year 2017 | |||||||||||||||||||||||||||||
| Fiscal Year 2016 | Fiscal Year 2015 | Fiscal Year 2014 | |||||||||||||||||||||||||||||
Audit Fees | Audit Fees | $ | 2,552 | $ | 3,355 | $ | 3,830 | $ | 1,290 | $ | 1,592 | $ | 2,679 | ||||||||||||||||||
Audit-Related Fees | Audit-Related Fees | — | 14 | — | — | — | — | ||||||||||||||||||||||||
Tax Fees | Tax Fees | — | — | 5 | — | — | — | ||||||||||||||||||||||||
All Other Fees | All Other Fees | — | — | 18 | — | — | — | ||||||||||||||||||||||||
Total | Total | $ | 2,552 | $ | 3,369 | $ | 3,853 | $ | 1,290 | $ | 1,592 | $ | 2,679 | ||||||||||||||||||
Audit fees are for professional services rendered for the audit of the annual financial statements and the review of interim financial statements included in Annual Reports on FormForm 10-K and Quarterly Reports on FormForm 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
Audit-related fees are for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”
Tax fees include fees for services provided in connection with tax compliance, planning and reporting. All other fees represent fees for products and services other than the services described above.
The Audit Committee has considered whether the provision of thenon-audit services described above is compatible with maintaining Ernst & Young LLP’s independence and has determined that such services are compatible with maintaining Ernst & Young LLP’s independence.
Pursuant to the Audit Committee’spre-approval policy, the Audit Committee is responsible forpre-approving all audit and permittednon-audit services to be performed for us by our independent auditors. The Audit Committee may delegatepre-approval authority to one or more of its members, and such member or members must report allpre-approval decisions to the Audit Committee at its next scheduled meeting. All audit andnon-audit services for fiscal years 2016, 20152019, 2018 and 20142017 werepre-approved by the Audit Committee.
49 |Volt Information Sciences, Inc.2017 2020 Proxy Statement| 51
PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 4. OTHER MATTERS
Equity Compensation Plan Information
The following table sets forth information as of October 30, 2016 regarding shares of the common stock to be issued upon exercise and theweighted-average exercise price of all outstanding options, warrants and rights granted under the Company’s equity compensation plans, as well as the number of shares available for issuance under such plans. No equity compensation plans have been adopted without the approval of the Company’s shareholders.
| 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 Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (c) | |||||||||
Equity compensation plans approved by security holders | ||||||||||||
1995Non-Qualified Stock Option Plan | — | — | — | |||||||||
2006 Incentive Stock Plan | 986,410(1) | 8.97 | — | |||||||||
2015 Equity Incentive Compensation Plan | 1,164,358(2) | 6.48 | 1,449,248 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
50 |Volt Information Sciences, Inc. 2017 Proxy Statement
PRINCIPAL ACCOUNTING FEES AND SERVICES
The Board knows of no other matters that may properly be brought before the Meeting. However, if other matters should properly come before the Meeting, it is the intention of those named in the solicited proxy to vote such proxy in accordance with their best judgment.
By Order of the Board of Directors.Directors,
Michael D. DeanLinda Perneau
President, Chief Executive Officer and Director
New York, New York
February 24, 2017
5152 | Volt Information Sciences, Inc. 2017 2020 Proxy Statement
|
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
E19558-TBD
For
All
Withhold
All
For All
Except
For Against Abstain
To withhold authority to vote for any individual
nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below.
V.1.1
VOLT INFORMATION SCIENCES, INC.
1133 AVENUE OF THE AMERICAS50 CHARLES LINDBERGH BOULEVARD
15TH FLOORSUITE 206
UNIONDALE, NEW YORK NY 1003611553
VOTE BY INTERNET—INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery
of information up untilinformation. Vote by 11:59 p.m. Eastern Time the day before thecut-off date
or meeting date.on April 20, 2020 for shares held directly and by 4:00 p.m. Eastern Time on April 16, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site
and follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy
cards and annual reports electronically viae-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
VOTE BYPHONE— PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
instructions. Vote by 11:59 p.m. Eastern Time the day before thecut-off date or meeting date.
on April 20, 2020 for shares held directly and by 4:00 p.m. Eastern Time on April 16, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
VOLT INFORMATION SCIENCES, INC.
2. Vote to ratify the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2017.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
3. Vote to approve, on anon-binding, advisory basis, the Company’s executive compensation.E94384-P33765 KEEP THIS PORTION FOR YOUR RECORDS
4. Vote to recommend, on a non binding, advisory basis, the frequency (every 1 year, every 2 years or every 3 years) with which the Company— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
should conduct future shareholder advisory votes on the compensation of the Company’s named executive officers.DETACH AND RETURN THIS PORTION ONLY
NOTE: This proxy, when properly executed, will be voted in the manner directed herein.THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Unless you withhold authority to vote for all or any one or more
| VOLT INFORMATION SCIENCES, INC. | For | Withhold | For All | To withhold authority to vote for any individual | ||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR the following: | All | All | Except | nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below. | ||||||||||||||||||||||||||
| 1. | Election of Directors | ☐ | �� | ☐ | ☐ | |||||||||||||||||||||||||
| Nominees | ||||||||||||||||||||||||||||||
| 01) Nick S. Cyprus | 04) | Linda Perneau | ||||||||||||||||||||||||||||
| 02) Bruce G. Goodman | 05) | Arnold Ursaner | ||||||||||||||||||||||||||||
| 03) William J. Grubbs | 06) | Celia R. Brown | ||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||||||||||||||||||||||||
| 2. | Vote to ratify the appointment of Ernst & Young LLP as our independent Registered Public Accounting Firm for 2020. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||
| 3. | Vote to approve, on a non-binding, advisory basis, the Company’s executive compensation. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||
NOTE:This proxy, when properly executed, will be voted in the manner directed herein. Unless you withhold authority to vote for all or any one or more of the nominees in accordance with the instructions on this proxy, your signed proxy will be voted FOR the election of each of the six director nominees listed on this proxy card and described in the accompanying proxy statement. A plurality of votes cast at the Annual Meeting of Shareholders in person or by proxy is required for the election of each such nominee to serve as a director. A vote FOR a nominee or an abstention with respect to such nominee will be taken into account as a vote in favor of such nominee in determining whether the nominee has achieved a plurality of the votes cast at the Annual Meeting of Shareholders, while withholding authority with respect to any nominee will not be treated as a vote in favor of such nominee. In addition, unless you specify otherwise by voting AGAINST or ABSTAIN with respect to Proposals 2 and 3 (or if you make no specification), your signed proxy will be voted FOR Proposals 2 and 3 listed on this proxy card and described in the accompanying proxy statement. The affirmative vote of a majority of votes cast at the meeting in person or by proxy is required to approve each of Proposals 2 and 3 listed on this proxy card and described in the accompanying proxy statement. | ||||||||||||||||||||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
ADMISSION TICKET
Volt Information Sciences, Inc.
2020 Annual Meeting of Shareholders
Tuesday, April 21, 2020 at 10:30 a.m. (PDT)
If you wish to attend the Annual Meeting of Shareholders in person, or by proxy is requiredplease present this admission ticket and valid picture identification at the door for the election of each such nominee to serve as
a director. A vote FOR a nominee or an abstention with respect to such nomineeadmission. For safety and security reasons, cameras, large bags, briefcases, packages, recording equipment and other electronic devices will not be taken into account as a vote in favor of such nominee in
determining whether the nominee has achieved a plurality of the votes castpermitted at the Annual Meeting of Shareholders, while withholding authority with
respect to any nominee will not be treated as a vote in favor of such nominee.
In addition, unless you specify otherwise by voting AGAINST or ABSTAIN with respect to Proposal 2 and/or Proposal 3 or voting 2 YEARS, 3 YEARS or
ABSTAIN with respect to Proposal 4 (or if you make no specification), your signed proxy will be voted FOR Proposals 2 and 3 and voted for 1 YEAR in
Proposal 4 listed on this proxy card and described in the accompanying proxy statement. The affirmative vote of a majority of votes cast at the meeting
in person or by proxy is required to approve each of Proposals 2, 3 and 4 listed on this proxy card and described in the accompanying proxy statement.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
01) Arnold Ursaner
02) Nicholas S. Cyprus
03) Michael D. Dean
04) Dana Messina
05) William J. Grubbs
06) Laurie Siegel
07) Bruce G. Goodman
1. Election of Directors
Nominees:
The Board of Directors recommends you vote FOR the
following:
The Board of Directors recommends you vote FOR the following proposals:
The Board of Directors recommends you vote 1 year on the following proposal:
1 Year 2 Years 3 Years Abstain
|
E19559-TBDImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
V.1.1The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
E94385-P33765
Volt Information Sciences, Inc.
Proxy Card Solicited on Behalf of the Board of Directors
The undersigned appoints Michael D. DeanLinda Perneau and Paul Tomkins,Herb Mueller, and each of them, proxies with full power of substitution, to vote
the shares of stock of Volt Information Sciences, Inc. (the “Company”), which the undersigned is entitled to vote, at the Annual
Meeting of Shareholders of the Company to be held at 2401 N. Glassell Street, Orange, CA 92865 on Thursday, June 8, 2017,
Tuesday, April 21, 2020, at 10:0030 a.m. (PDT), and any adjournment thereof.
Volt Information Sciences’ employees. If you are a current or former employee of the Company, this card also provides
voting instructions for shares held in the Volt Information Sciences, Inc. Savings Plan.Plan (the “Plan”). If you are a participant and have shares of
common stock of the Company allocated to your account under the Plan, you have the right to direct Charles Schwab Bank,
the Trustee of the Plan (the “Trustee”), to vote the shares held in your account. The Trustee will vote allocated shares for which
no direction is received and unallocated shares, if any (together “Undirected Shares”), in the same proportion as the shares for
which direction is received, subject to the Plan documents. The tabulator must receive your instructions by 4:00 p.m. (EDT) on
Tuesday, June 6, 2017 Thursday, April 16, 2020 in order to communicate your instructions to the Trustee, who will then vote all the shares of common
stock of the Company which are credited to the undersigned’s account as of April 10, 2017.February 26, 2020. Under the Plan, you are a “named
fiduciary” for the purpose of voting shares in your account and your proportionate share of the Undirected Shares. This means that
you have ultimate authority to control the manner in which the shares are voted. By submitting voting instructions by telephone,
Internet, or by signing and returning this voting instruction card, you direct the Trustee to vote these shares, in person or by proxy,
as designated herein, at the Annual Meeting of Shareholders.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form10-K are available at www.proxyvote.com.
ADMISSION TICKET
Volt Information Sciences, Inc.
2017 Annual Meeting of Shareholders
Thursday, June 8, 2017
If you wish to attend the Annual Meeting of Shareholders in person,please present this admission
ticket and a valid picture identification at the door for admission. Cameras, large bags, briefcases,
packages, recording equipment and other electronic devices will not be permitted at the Annual
Meeting.
Continued and to be signed on reverse side
