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, 2021
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Velodyne Lidar, Inc.
| | | | By Order of our Board of Directors |
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| | | | /s/ Michael Vella |
Michael Vella General Counsel and Acting Corporate Secretary | |
,
| | You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via the Internet. For further details, see “Questions and Answers about the Proxy Materials and Voting.” | | |
Morrow Sodali LLC
470 West Avenue, 3rd Floor
Stamford Connecticut 06902
Stockholders, please call toll free: (800) 662-5200
Banks and brokerage firms, please call: (203) 658-9400
Email: @morrowsodali.com
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| ![]() | |
| 509 Madison Avenue Suite 1206 New York, NY 10022 | |
| Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: VLDR@investor.morrowsodali.com | |
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How do I vote?
If you wish to receive a separate copy of the proxy materials, you may do so by making a written or oral request to: Velodyne Lidar, Inc., 5521 Hellyer Avenue, San Jose, CA 95138,, Attention: Corporate Secretary or by calling (669) 275-2251.(669) 275-2251. Upon your request, we will promptly deliver a separate copy to you. If you want to receive your own set of our proxy materials in the future, or if you share an address with another stockholder and together both of you would like to receive only a single set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number. The annual report and proxy statement are also available at www.cstproxyvote.com.
How many votes are needed to approve each proposal?
Morrow Sodali LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Stockholders, please call toll free: (800) 662-5200
Banks and brokerage firms, please call: (203) 658-9400
Email: @morrowsodali.com
| | |
| ![]() | |
| 509 Madison Avenue Suite 1206 New York, NY 10022 | |
| Banks and Brokers Call: (203) 561-6945 Stockholders Call Toll Free: (800) 662-5200 E-mail: VLDR@investor.morrowsodali.com | |
Executive Officers
Name | | | Age | | | Position | | |||
Executive Officers | | | | | | | | | | |
Dr. Anand Gopalan | | | | | 41 | | | | Chief Executive Officer and Director | |
Andrew Hamer | | | | | 57 | | | | Chief Financial Officer and Treasurer | |
Sally Frykman | | | | | 36 | | | | Chief Marketing Officer | |
Joseph Michael Jellen | | | | | 50 | | | | Chief Strategy Officer | |
Sinclair Vass | | | | | 52 | | | | Chief Commercial Officer | |
James Barnhart | | | | | 58 | | | | Chief Operating Officer | |
Mathew Rekow | | | | | 51 | | | | Chief Technology Officer | |
Kathryn McBeath | | | | | 58 | | | | Chief People Officer | |
Michael Vella | | | | | 57 | | | | General Counsel and Acting Corporate Secretary | |
Laura Tarman | | | | | 50 | | | | Vice President of Sales | |
Other Key Employees | | | | | | | | | | |
Dr. Mircea Gradu | | | | | 57 | | | | Senior Vice President of Quality and Validation | |
Non-Employee Directors | | | | | | | | | | |
Joseph B. Culkin(3) | | | | | 66 | | | | Chairman and Director | |
Michael E. Dee(1)(3) | | | | | 64 | | | | Director | |
Marta Thoma Hall | | | | | 69 | | | | Director | |
Deborah Hersman(3) | | | | | 50 | | | | Director | |
Barbara Samardzich(1)(2) | | | | | 62 | | | | Director | |
Christopher Thomas(1)(2) | | | | | 46 | | | | Director | |
Hamid Zarringhalam(2)(3) | | | | | 56 | | | | Director | |
Mathew Rekow. Mr. Rekow serves as our Chief Technology Officer. Mr. Rekow has served as Velodyne Lidar’s Chief Technology Officer since January 2020. Prior to that, Mr. Rekow was previously Velodyne Lidar’s Director of Optical Engineering from January 2018 to January 2020 and Senior Principal Electro-Optical engineer from July 2015 to January 2018. From April 2009 to June 2015, Mr. Rekow served as Applications Lab Manager for ESI. Mr. Rekow holds a M.S. in Materials Engineering from Colorado State University, and a B.S. in Physics from the University of Idaho.
Michael E. Dee. Mr. Dee has served as a member of Velodyne Lidar’s Board since September 2020. Since November 2020, Mr. Dee has served as the Chief Financial Officer of PureCycle Technologies, Inc., a provider of recycling services. During his tenure, Mr. Dee helped raise over $730 million and complete a merger via a special purpose acquisition company. From September 2018 until the consummation of the business combination with Velodyne Lidar in September 2020, Mr. Dee was the President and Chief Financial Officer of Graf Industrial Corp (“Graf”). He also served as a member of Graf’s Board of Directors from October 2018 to September 2020. Mr. Dee was a Senior Advisor to the President for Finance of the Asian Infrastructure Investment Bank in Beijing from January 2016 to July 2016 and also served as a member of its Management and Investment Committee. From 2010 to 2015, Mr. Dee managed various philanthropic activities and private investments. Mr. Dee was Senior Managing Director — International of Temasek Holdings Private Limited, Singapore’s sovereign investment company, from 2008 to 2010 and also served as a senior member of its Management Committee and Investment Committee. Prior to joining Temasek, Mr. Dee worked as a Managing Director at Morgan Stanley where he was employed from 1981 to 2007 in a variety of senior positions in its capital markets, mergers and acquisitions and firm management divisions located in New York, London, Hong Kong, Singapore and Houston. Mr. Dee holds a B.S. in Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Dee is qualified to serve as a member of the Board based on his extensive experience in capital markets, corporate finance, private equity and mergers and acquisitions.
Christopher (Chris) Thomas. Mr. Thomas has served as a member of Velodyne Lidar’s Board since May 2020. Mr. Thomas is the Founder and Chairman of Integrated Insights, a global advisory firm. He was previously a Partner with McKinsey & Company from January 2011 to June 2020. Mr. Thomas served as co-Managing Partner for the Firm’s Global Digital Strategy service line as well as its Global IoT service line, and as the leader of its Asia Semiconductor Practice. Mr. Thomas’ client and research work focused on the artificial intelligence, automotive, cloud computing, smart home, server and storage end markets; the automotive, wireless, networking, power, analog, flash memory, and CPU product segments; and the semiconductor equipment, foundry and fabless verticals. Mr. Thomas also founded the CEO Circle, a regular gathering of more than 200 Chinese CxOs and China heads of multinational companies. Prior to McKinsey, Mr. Thomas spent ten years at Intel. Mr. Thomas was the General Manager of Intel China and also held multiple executive roles at Intel’s global headquarters. These included Chief of Staff to Intel’s Chief Sales, Marketing and Strategy Officer. Mr. Thomas began his career as a private equity investor at The Blackstone Group in New York City. Mr. Thomas is a Visiting Professor at Tsinghua University, a member of the Council on Foreign Relations and an invited member of the US-China Track II Dialogues on the Digital Economy. Mr. Thomas received an MBA from Stanford Business School, where he was an Arjay Miller Scholar, in 2000; a Master of Arts in Political Science, from Stanford University in 2000; and a Bachelor of Science in Economics, summa cum laude, from the Wharton School in 1996. We believe that Mr. Thomas is qualified to serve as a member of the Board based on his extensive international consulting and technology experience and financial expertise.
Board Committees
Nominating and Governance Committee
Stockholder Communications with our Board of Directors
The following table sets forth information regarding the compensation of Velodyne Lidar’s non-employee directors during the year ended December 31, 2020:
Name | Stock Awards ($)(1) | Fees Earned or | Total ($) | ||||||||
Joseph B. Culkin | — | $ | 11,596.16 | $ | 11,596.16 | ||||||
James Graf(3) | — | $ | 13,528.85 | $ | 13,528.85 | ||||||
Michael Dee | — | $ | 14,173.08 | $ | 14,173.08 | ||||||
Barbara Samardzich(4) | $ | 663,285.79 | $ | 18,038.47 | $ | 681,324.26 | |||||
Christopher Thomas(5) | $ | 925,779.10 | $ | 18,682.70 | $ | 944,461.80 |
Name | | | Stock Awards ($)(1) | | | Fees Earned or Paid in Cash ($)(2) | | | Total ($) | | |||||||||
Joseph B. Culkin | | | | | — | | | | | $ | 11,596.16 | | | | | $ | 11,596.16 | | |
James Graf(3) | | | | | — | | | | | $ | 13,528.85 | | | | | $ | 13,528.85 | | |
Michael Dee | | | | | — | | | | | $ | 14,173.08 | | | | | $ | 14,173.08 | | |
Barbara Samardzich(4) | | | | $ | 663,285.79 | | | | | $ | 18,038.47 | | | | | $ | 681,324.26 | | |
Christopher Thomas(5) | | | | $ | 925,779.10 | | | | | $ | 18,682.70 | | | | | $ | 944,461.80 | | |
Unless otherwise indicated, the address of each beneficial owner listed in the table below is 5521 Hellyer Avenue, San Jose, CA 95138.
Directors and Named Executive Officers(1) | Number of Shares Beneficially Owned | Percentage of Outstanding Shares | |||||
Joseph B. Culkin(2) | 13,559,196 | 7.0 | |||||
Anand Gopalan(3) | 1,219,062 | * | |||||
Marta Thoma Hall(4) | 6,182,977 | 3.2 | |||||
Barbara Samardzich(5) | 104,381 | * | |||||
Christopher Thomas(6) | 24,064 | * | |||||
Michael Dee(7) | 556,945 | * | |||||
Hamid Zarringhalam | — | — | |||||
Deborah Hersman | — | — | |||||
Thomas Tewell(8) | 185,138 | * | |||||
All Executive Officers and Directors as a Group (17 individuals)(9) | 25,846,282 | 13.3 | |||||
Greater than 5% Stockholders | |||||||
David S. Hall | 59,839,944 | 30.9 | |||||
Shares subject to voting proxy(10) | 39,370,761 | 20.3 | |||||
Total | 99,210,705 | 51.2 | |||||
Entities affiliated with Baidu Holdings Limited(11) | 15,504,468 | 8.0 |
Directors and Named Executive Officers(1) | | | Number of Shares Beneficially Owned | | | Percentage of Outstanding Shares | | ||||||
Joseph B. Culkin(2) | | | | | 13,559,196 | | | | | | 7.0 | | |
Anand Gopalan(3) | | | | | 1,219,062 | | | | | | * | | |
Marta Thoma Hall(4) | | | | | 6,182,977 | | | | | | 3.2 | | |
Barbara Samardzich(5) | | | | | 104,381 | | | | | | * | | |
Christopher Thomas(6) | | | | | 24,064 | | | | | | * | | |
Michael Dee(7) | | | | | 556,945 | | | | | | * | | |
Hamid Zarringhalam | | | | | — | | | | | | — | | |
Deborah Hersman | | | | | — | | | | | | — | | |
Thomas Tewell(8) | | | | | 185,138 | | | | | | * | | |
All Executive Officers and Directors as a Group (17 individuals)(9) | | | | | 25,846,282 | | | | | | 13.3 | | |
Greater than 5% Stockholders | | | | | | | | | | | | | |
David S. Hall | | | | | 59,839,944 | | | | | | 30.9 | | |
Shares subject to voting proxy(10) | | | | | 39,370,761 | | | | | | 20.3 | | |
Total | | | | | 99,210,705 | | | | | | 51.2 | | |
Entities affiliated with Baidu Holdings Limited(11) | | | | | 15,504,468 | | | | | | 8.0 | | |
18 |
We entered into new indemnification agreements with each of our directors and executive officers and certain other key employees. The indemnification agreements provide that we will indemnify each of our directors, executive officers, and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, the Amended and Restated Certificate of Incorporation and bylaws. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer, or key employee.
22
| What We Do | | | What We Don’t Do | |
| ✓ Pay for performance | | | x Typically guarantee bonuses or base salary increases | |
| ✓ Provide bonuses that are dependent on meeting corporate and personal objectives with reasonable cap | | | x Generally provide single-trigger change-of-control arrangements | |
| ✓ Retain independent compensation consultant | | | | |
| ✓ Formally assess risk within the executive compensation program | | | | |
| ✓ Set incentive plan targets that consider internal strategic plans for performance expectations | | | | |
| ✓ Ensure the independence of the Committee members and the advisors who report to them | | | | |
| ✓ Prohibit hedging transactions with respect to Velodyne Lidar shares | | | | |
| A10 Networks | | | Model N | |
| Ambarella | | | NeoPhotonics | |
| Cloudflare | | | Oclaro | |
| FireEye | | | PagerDuty | |
| Five9 | | | PDF Solutions | |
| Forescout Technologies | | | Power Integrations | |
| Inphi | | | Qualys | |
| Inseego | | | Rambus | |
| InterDigital | | | SVMK | |
| MaxLinear | | | Talend | |
| Medallia | | | Xperi | |
| MobileIron | | | Zuora | |
Acacia Communications MaxLinear ACM Research Onto Innovation Ambarella PagerDuty Axcelis Technologies Photronics Calix Power Integrations FormFactor Qualys Inphi Rambus Lattice Semiconductor Semtech MACOM Technology Solutions Xperi
Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Option Awards(2) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Anand Gopalan | 2020 | 499,138 | 306 | 924,183 | 24,281,575 | 425,000 | 4,500 (4) | 26,134,702 | ||||||||||||||||||||||
Chief Executive Officer and Director | 2019 | 465,600 | 306 | 2,146,500 | 281,106 | 4,500 (4) | 2,897,706 | |||||||||||||||||||||||
Marta Thoma Hall(5) | 2020 | 385,865 | 306 | 3,450,915 | 0 | 47,791 (6) | 3,884,877 | |||||||||||||||||||||||
Chief Marketing Officer and Director | 2019 | 374,668 | 306 | 994,350 | 187,460 | 1,556,784 | ||||||||||||||||||||||||
Thomas R. Tewell(7) | 2020 | 395,271 | 306 | 3,163,665 | 237,312 | 85,861(8) | 3,882,415 | |||||||||||||||||||||||
Chief Operating Officer | 2019 | 385,991 | 306 | 1,136,400 | 247,200 | 88,710(9) | 1,858,607 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) ($) | | | Option Awards(2) ($) | | | Stock Awards(2) ($) | | | Non-Equity Incentive Plan Compensation(3) ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||||||||
Anand Gopalan Chief Executive Officer and Director | | | | | 2020 | | | | | | 499,138 | | | | | | 306 | | | | | | 924,183 | | | | | | 24,281,575 | | | | | | 425,000 | | | | | | 4,500(4) | | | | | | 26,134,702 | | |
| | | 2019 | | | | | | 465,600 | | | | | | 306 | | | | | | | | | | | | 2,146,500 | | | | | | 281,106 | | | | | | 4,500(4) | | | | | | 2,897,706 | | | ||
Marta Thoma Hall(5) Chief Marketing Officer and Director | | | | | 2020 | | | | | | 385,865 | | | | | | 306 | | | | | | | | | | | | 3,450,915 | | | | | | 0 | | | | | | 47,791(6) | | | | | | 3,884,877 | | |
| | | 2019 | | | | | | 374,668 | | | | | | 306 | | | | | | | | | | | | 994,350 | | | | | | 187,460 | | | | | | | | | | | | 1,556,784 | | | ||
Thomas R. Tewell(7) Chief Operating Officer | | | | | 2020 | | | | | | 395,271 | | | | | | 306 | | | | | | | | | | | | 3,163,665 | | | | | | 237,312 | | | | | | 85,861(8) | | | | | | 3,882,415 | | |
| | | 2019 | | | | | | 385,991 | | | | | | 306 | | | | | | | | | | | | 1,136,400 | | | | | | 247,200 | | | | | | 88,710(9) | | | | | | 1,858,607 | | |
25 allowance, $48,000 in connection with temporary living arrangements, $2,024 for personal travel expenses, and $26,987 in tax gross-ups related to the vehicle, temporary living and personal travel arrangements. |
Narrative Disclosure to Summary Compensation Table
The following shows the proportion of our CEO’s fiscal year 2020 compensation related to equity awards and incentive bonus relative to his base salary:
![]() |
Named Executive Officer | 2020 Base Salary | |||
Anand Gopalan | $ | 500,000 | ||
Marta Thoma Hall | $ | 386,200 | ||
Thomas R. Tewell | $ | 395,500 |
Named Executive Officer | | | 2020 Base Salary | | |||
Anand Gopalan | | | | $ | 500,000 | | |
Marta Thoma Hall | | | | $ | 386,200 | | |
Thomas R. Tewell | | | | $ | 395,500 | | |
Named Executive Officer | | | 2020 Bonus Target (as a % of Base Salary) | | |||
Anand Gopalan | | | | | 100% | | |
Marta Thoma Hall | | | | | 50% | | |
Thomas R. Tewell | | | | | 80% | |
Dr. Gopalan’s target bonus opportunity was increased from 60% to 100% of his base salary effective January 1, 2020, under the terms of his new employment agreement and in tandem with his promotion to CEO.
Named Executive Officer | 2020 Stock Options | 2020 RSUs | ||||||
Anand Gopalan | 440,673 | 1,322,019 | * | |||||
Marta Thoma Hall | - | 117,512 | ||||||
Thomas R. Tewell | - | 117,512 |
Named Executive Officer | | | 2020 Stock Options | | | 2020 RSUs | | ||||||
Anand Gopalan | | | | | 440,673 | | | | | | 1,322,019* | | |
Marta Thoma Hall | | | | | — | | | | | | 117,512 | | |
Thomas R. Tewell | | | | | — | | | | | | 117,512 | | |
Each of these three awards are subject to different vesting schedules, as follows:
Our named executive officers are also eligible to participant in the 401(k) plan. The 401(k) plan is intended to qualify under Section 401(k) of the Internal Revenue Service Code, so that contributions to the 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn, and so that contributions made by us, if any, will be deductible by us when made. The 401(k) plan permits us to make contributions up to the limits allowed by law on behalf of all eligible employees. In the year ended December 31, 2020, Velodyne Lidar made a 401(k) contribution of $4,500 for each of Dr. Gopalan and Mr. Tewell (Ms. Hall did not participate in the 401(k) plan).
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
Name | Footnote | Number of Securities Underlying Unexercised Options (#) Vested | Number of Securities Underlying Unexercised Options (#) Unvested | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(*)(1) ($) | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||
Anand Gopalan | (2 | ) | 146,890 | 0 | $ | 6.15422 | 03/22/2027 | |||||||||||||||||||||||||||
(3 | ) | 0 | 0 | 32,133 | $ | 733,275.06 | ||||||||||||||||||||||||||||
(4 | ) | 0 | 0 | 110,168 | $ | 2,514,033.76 | ||||||||||||||||||||||||||||
(5 | ) | 0 | 0 | 82,627 | $ | 1,885,548.14 | ||||||||||||||||||||||||||||
(6 | ) | 0 | 0 | 50,494 | $ | 1,152,273.08 | ||||||||||||||||||||||||||||
(7 | ) | 0 | 0 | 312,173 | $ | 7,123,787.86 | ||||||||||||||||||||||||||||
(8 | ) | 0 | 0 | 0 | 0 | 330,505 | 7,542,124.00 | |||||||||||||||||||||||||||
(9 | ) | 0 | 440,673 | $ | 5.73214 | 05/28/2030 | ||||||||||||||||||||||||||||
(10 | ) | 0 | 0 | 55,671 | $ | 1,270,412.22 | ||||||||||||||||||||||||||||
Marta Thoma Hall | (11 | ) | 0 | 0 | 57,839 | $ | 1,319,885.98 | |||||||||||||||||||||||||||
(12 | ) | 0 | 0 | 117,512 | $ | 2,681,623.84 | ||||||||||||||||||||||||||||
(13 | ) | 0 | 0 | 7,793 | $ | 177,836.26 | ||||||||||||||||||||||||||||
Thomas R. Tewell | (14 | ) | 0 | 0 | 33,050 | $ | 754,201.00 | |||||||||||||||||||||||||||
(15 | ) | 0 | 0 | 32,133 | $ | 733,275.06 |
Option Awards Stock Awards Name Footnote Number of
Securities
Underlying
Unexercised
Options (#)
Vested Number of
Securities
Underlying
Unexercised
Options (#)
Unvested Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of Stock
That Have Not
Vested(1) (#) Market Value
of Shares or
Units of Stock
That Have Not
Vested(*)(1)
($) Equity
Incentive
Plan Awards:
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#) Equity
Incentive
Plan Awards:
Market
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) (16 ) 0 0 66,101 $ 1,508,424.82 (17 ) 0 0 117,512 $ 2,681,623.84 (18 ) 0 0 7,793 $ 177,836.26
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Footnote | | | Number of Securities Underlying Unexercised Options (#) Vested | | | Number of Securities Underlying Unexercised Options (#) Unvested | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(*)(1) ($) | | | Equity Incentive Plan Awards: Number of Shares or Units of Stock That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||||||||||||||
Anand Gopalan | | | | | (2) | | | | | | 146,890 | | | | | | 0 | | | | | $ | 6.15422 | | | | | | 03/22/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (3) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 32,133 | | | | | $ | 733,275.06 | | | | | | | | | | | | | | |
| | | | | (4) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 110,168 | | | | | $ | 2,514,033.76 | | | | | | | | | | | | | | |
| | | | | (5) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 82,627 | | | | | $ | 1,885,548.14 | | | | | | | | | | | | | | |
| | | | | (6) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 50,494 | | | | | $ | 1,152,273.08 | | | | | | | | | | | | | | |
| | | | | (7) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 312,173 | | | | | $ | 7,123,787.86 | | | | | | | | | | | | | | |
| | | | | (8) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 0 | | | | | | 0 | | | | | | 330,505 | | | | | | 7,542,124.00 | | |
| | | | | (9) | | | | | | 0 | | | | | | 440,673 | | | | | $ | 5.73214 | | | | | | 05/28/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | (10) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 55,671 | | | | | $ | 1,270,412.22 | | | | | | | | | | | | | | |
Marta Thoma Hall | | | | | (11) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 57,839 | | | | | $ | 1,319,885.98 | | | | | | | | | | | | | | |
| | | | | (12) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 117,512 | | | | | $ | 2,681,623.84 | | | | | | | | | | | | | | |
| | | | | (13) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 7,793 | | | | | $ | 177,836.26 | | | | | | | | | | | | | | |
Thomas R. Tewell | | | | | (14) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 33,050 | | | | | $ | 754,201.00 | | | | | | | | | | | | | | |
| | | | | (15) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 32,133 | | | | | $ | 733,275.06 | | | | | | | | | | | | | | |
| | | | | (16) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 66,101 | | | | | $ | 1,508,424.82 | | | | | | | | | | | | | | |
| | | | | (17) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 117,512 | | | | | $ | 2,681,623.84 | | | | | | | | | | | | | | |
| | | | | (18) | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | | | | | 7,793 | | | | | $ | 177,836.26 | | | | | | | | | | | | | | |
30 |
| ||
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 stockholders | 13,682,673 (1) | $ | 5.86 (2) | 13,359,688 (3) | |||||
Equity compensation plans not approved by stockholders | — | — | — | ||||||
Total | 13,682,673 | $ | 5.86 | 13,359,688 |
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 stockholders | | | | | 13,682,673(1) | | | | | $ | 5.86(2) | | | | | | 13,359,688(3) | | |
Equity compensation plans not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 13,682,673 | | | | | $ | 5.86 | | | | | | 13,359,688 | | |
33 |
Independent Registered Public Accounting Firm
Non-Audit Fees
Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Audit Fees(1) | $ | 2,660,074 | $ | 1,580,904 | ||||
Tax Fees(2) | 72,600 | 273,152 | ||||||
Total Fees | $ | 2,732,674 | $ | 1,854,056 |
| | | Year Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 2,660,074 | | | | | $ | 1,580,904 | | |
Tax Fees(2) | | | | | 72,600 | | | | | | 273,152 | | |
Total Fees | | | | $ | 2,732,674 | | | | | $ | 1,854,056 | | |
Procedures
| |
Election
Consequently, the Board of Directors does not recommend Mr. Singer as member of the Board and is recommending that stockholders not vote for Mr. Singer.
Board Of Directors Recommends
ZThe Boardarringhalam.
Ratification
Independent Registered Public Accounting Firm
BThe Boardoard of Directors Unanimously Recommends
Directors Unanimously Recommends
as our Independent Registered Public Accounting Firm Independent Registered Public Accounting Firm for the Fiscal Year Ending
FDecemberiscal Year Ending
December 31, 2021.
| | | | By Order of the Board of Directors | |
| |||||
| | | | /s/ Michael Vella | |
Michael Vella General Counsel and Acting Corporate Secretary | | ||||
| May 17, 2021 | | | | |