☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☒ | | | No fee required. | |||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules |
Time and Date: | | [•], October [•], 2023 at [•] a./p.m Eastern Time | ||||
Place: | | | Via live webcast by visiting [•] | |||
Record Date: | | | The close of business on August 18, 2023 | |||
Items of Business: | | | As described in the | |||
| 1. | | | Election of four |
| 2. | | | Ratification of the appointment of KPMG LLP as |
| 3. | | | Non-binding advisory vote to approve the compensation of the Company’s named executive officers | ||
| Stockholders will also act on such other matters as may properly come before the Annual Meeting. | |||||
Attendance and Participation at the Annual Meeting: | | | Stockholders as of the Record Date will be able to attend the virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. To participate in the Annual Meeting, you must pre-register at [•] by [•] p.m. Eastern Time on [•], 2023. More information on attending the Annual Meeting can be found in the accompanying Proxy Statement. | |||
Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the enclosed WHITE proxy card so that your shares are represented and your voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed WHITE proxy card, even if their shares were sold after such date. More information on voting your WHITE proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the WHITE proxy card. | |||
| OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES UNDER PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3 USING THE ENCLOSED WHITE PROXY CARD. |
We urge you to INTERNET: [•] MAIL: complete and |
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Time and Date: | | | [•], October [•], 2023 at [•] a./p.m Eastern Time |
Place: | | | Via live webcast by visiting [•] |
Record Date: | | | The close of business on August 18, 2023 |
Attendance and Participation at the Annual Meeting: | | | Stockholders as of the Record Date will be able to attend the virtual Annual Meeting by visiting the link above, where you will be able to listen to the meeting live, submit questions, and vote. To participate in the Annual Meeting, you must pre-register at [•] by [•] p.m. Eastern Time on [•], 2023. More information on attending the Annual Meeting can be found in this Proxy Statement. |
Voting: | | | YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible by following the instructions on the enclosed WHITE proxy card so that your shares are represented and your voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Such stockholders are urged to submit an enclosed WHITE proxy card, even if their shares were sold after such date. More information on voting your WHITE proxy card and attending the Annual Meeting can be found in this Proxy Statement and the instructions on the WHITE proxy card. |
We urge you to VOTE TODAY by: INTERNET: [•] MAIL: complete and return the enclosed WHITE proxy card in the postage-paid envelope |
| | Proposal | | | Board Recommendation | |
1 | | | Election of Directors To elect four Class III directors to the Board. Each of the director nominees is standing for election for a two-year term ending at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and until his or her successor has been duly elected and qualified, or until such director’s earlier death, resignation or removal. | | | FOR each of the Company Nominees, Olu Beck, William B. Cyr, Leta D. Priest, and David J. West |
2 | | | Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2023 To ratify the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | | | FOR |
3 | | | Non-Binding Advisory Vote to Approve Executive Compensation To approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement. The Board will review the results and take them into consideration when making future decisions regarding executive compensation. | | | FOR |
| | | | | | | | | | COMMITTEES | ||||||||||||||
NAME | | | AGE | | | CLASS | | | APPOINTED | | | CURRENT TERM EXPIRES | | | AUDIT | | | NOMINATING, GOVERNANCE & SUSTAINABILITY | | | COMPENSATION | | | OPERATIONS OVERSIGHT |
DIRECTOR NOMINEES | | | | | | | | | | | | | | | | | ||||||||
William B. Cyr Chief Executive Officer | | | 60 | | | III | | | Sept 2016 | | | 2023 | | | | | | | | | ||||
Olu Beck | | | 57 | | | III | | | Oct 2019 | | | 2023 | | | | | | | | | ||||
Leta D. Priest | | | 64 | | | III | | | Sept 2018 | | | 2023 | | | | | | | | | ||||
David J. West | | | 60 | | | III | | | July 2023 | | | 2023 | | | | | | | | | ||||
CONTINUING DIRECTORS | | | | | | | | | | | | | | | | | ||||||||
David B. Biegger | | | 64 | | | I | | | May 2023 | | | 2024 | | | | | | | | | ||||
Daryl G. Brewster | | | 66 | | | I | | | Jan 2011 | | | 2024 | | | | | | | | | ||||
Jacki S. Kelley | | | 56 | | | I | | | Feb 2019 | | | 2024 | | | | | | | | | | |||
Lawrence S. Coben, Ph.D. | | | 65 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | | ||||
Walter N. George III | | | 66 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | | | |||
Craig D. Steeneck | | | 65 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | |
BOARD OF DIRECTORS SKILL MATRIX | | | ||||||||||||||||||||||||||||
SKILL OR EXPERIENCE | | | Olu Beck | | | David Biegger | | | Daryl Brewster | | | Lawrence Coben | | | Billy Cyr | | | Walt George | | | Jacki Kelley | | | Leta Priest | | | Craig Steeneck | | | David West |
Executive Leadership | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Consumer Packaged Goods (“CPG”) | | | ✔ | | | ✔ | | | ✔ | | | | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | ✔ | |
Business Growth and Innovation | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Corporate Governance and ESG | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | ||
Financial or Accounting | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | | | ✔ | | | ✔ | |||
Retail Experience | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | ✔ | ||
Human Capital Management | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | ✔ | ||
Marketing | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | ✔ | |||
Manufacturing and Supply Chain | | | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | ✔ | | | ✔ | ||||
Public Company Board | | | ✔ | | | | | | ✔ | | | ✔ | | | | | | | | | | | ✔ | | | ✔ | ||||
Pet Food Experience | | | ✔ | | | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | | | ✔ | |||||
Diverse | | | ✔ | | | | | | | | | | | | | ✔ | | | ✔ | | | | |
STOCKHOLDER RIGHTS |
INDEPENDENT, NON-EXECUTIVE CHAIR |
The positions of Chair of the Board and Chief Executive Officer are presently separated. While our Amended and Restated Bylaws (the “Bylaws”) and Corporate Governance Guidelines do not require that our Chair and Chief Executive Officer positions be separate, we believe that separating these positions allows our Chief Executive Officer to focus on our day-to-day business and our Chair of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. |
BOARD AND COMMITTEE INDEPENDENCE |
During 2022, all of our directors (other than our Chief Executive Officer) were independent, and each of our Board committees consisted entirely of independent directors. |
BOARD REFRESHMENT & COMMITMENT TO DIVERSITY |
Over the course of 2018 and 2019, the Board appointed three new directors, all of whom are female. In 2023, we appointed David B. Biegger and David J. West to our Board, and announced the retirement of our former Board Chair, Charles A. Norris, consistent with our director retirement policy, with Walter N. George, III, previously the Chair of the Nominating, Governance & Sustainability Committee, becoming Board Chair. We believe that fresh perspectives and diversity, in its many forms, and the breadth of perspective that it brings, enhance the effectiveness of the Board. |
3 in 10 directors are diverse (includes gender and ethnic diversity) |
SINGLE VOTING CLASS |
All holders of Freshpet’s Common Stock have the same voting rights (one vote per share of stock). |
NO POISON PILL |
The Company has not adopted a stockholder rights plan, also known as a poison pill. |
STOCKHOLDER ENGAGEMENT |
SINCE OUR 2022 ANNUAL MEETING AND SO FAR IN 2023… |
Since last year’s annual meeting of stockholders, we have met and engaged directly with stockholders holding approximately 84% of our outstanding Common Stock, and additional outreach is underway. |
Members of our Board and management have also: • Met with analysts who cover our Company and leading proxy advisors who serve our investors • Presented at six industry conferences • Held seven non-deal road shows • Hosted numerous investors on tours of the Freshpet Kitchens, where investors and analysts heard presentations from our senior management about all aspects of our business |
• | Internet: You may submit your proxy online via the Internet by accessing the following website and following the instructions provided: [•]. You may navigate to the online voting site by entering your 8-digit control number found on the enclosed WHITE proxy card. After receiving printed copies of the proxy materials, have your proxy card ready when you access the site and follow the prompts to record your vote. This vote will be counted immediately and there is no need to mail in any proxy card you may have received. |
• | Mail: If you received your Annual Meeting material by mail, you also may choose to grant your proxy by completing, signing, dating and returning the enclosed WHITE proxy card. |
Proposal | | | Voting Standard | | | Board Recommendation | | | Effect of Abstentions and Withholds | | | Effect of Broker Non-Votes |
Proposal No. 1 Election of Four Class III Directors to the Board | | | Plurality of votes cast, meaning that the four nominees receiving the most votes “FOR” their election will be elected to the Board. | | | FOR each of the COMPANY NOMINEES: Olu Beck, William B. Cyr, Leta D. Priest, and David J. West | | | Withhold votes have no effect on the outcome of the election of directors. | | | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. |
Proposal No. 2 Ratification of Appointment of KPMG as Our Independent Registered Public Accounting Firm for 2023 | | | Majority of shares present in person or by proxy and entitled to vote on the matter. | | | FOR | | | Abstentions have the same effect as a vote against the proposal. | | | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. |
Proposal No. 3 Non-Binding Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) | | | Majority of shares present in person or by proxy and entitled to vote on the matter. | | | FOR | | | Abstentions have the same effect as a vote against the proposal. | | | Broker discretionary voting is not permitted, and broker non-votes will have no effect on the outcome of this proposal. |
| | WHAT WE HEARD | | | OUR RESPONSE | |
GOVERNANCE | | |||||
| Stockholders expressed support for the concept of a long-term governance transformation plan as supported at our 2020 | | | Our Board considered stockholder feedback and began implementation of the “Freshpet’s Commitment to Good Corporate Governance: 2020 to 2025 Roadmap” plan that the stockholders supported, including the | ||
| Stockholders told us to prioritize governance practices that have economic implications, and to better disclose our strategy oversight, targets and risks. | | | The Board assessed Freshpet’s opportunities and risks |
| | WHAT WE HEARD | | | OUR RESPONSE | ||
ENVIRONMENTAL SOCIAL & GOVERNANCE | | | Stockholders said they were satisfied with our progress on diversity within our Board but would like us to provide greater metrics on the Company’s overall progress. | | | The Company is providing more detailed metrics on the diversity within our Company as part of this year’s Proxy Statement. Additionally, the Company has continued to add diversity to its senior management team with the addition of two ethnically diverse senior executives who report to the CEO. | |
| Stockholders encouraged us to enhance our ESG disclosure practices. | | | In August 2021, the Company issued its first annual sustainability report to better document the Company’s progress towards its goals with a focus on increased reporting of the key metrics where possible. Our third annual report was issued in July 2023. Our annual sustainability reports are available on our website: investors.freshpet.com/investors/corporate- governance/governance-highlights. | |||
| Stockholders told us they would like the Board to set tangible goals for the Company’s ESG program. | | | Our Compensation Committee has adopted a retention goal as a focus area for our ESG program and this will form part of the annual bonus calculation for the top executives to achieve. | |||
EXECUTIVE COMPENSATION | | | Stockholders supported our strategy of connecting our senior executives’ compensation to the Company’s long-term goals and asked for greater disclosure of the goals and performance underlying those grants. | | | The Company has disclosed the results of its multi-year equity grants in this year’s Proxy Statement and | |
| Stockholders wanted to see greater differentiation between the metrics used for short-term incentives and those used for long-term incentives. | | | The Board believes that the varying time periods, the type of compensation (cash | |||
| Stockholders support the Company’s ESG program and would like to see performance targets tied to achievement of the Company’s goals included in management compensation. | | | The Company has added an ESG goal to the short-term incentive pay for key executives in 2022. |
STOCKHOLDER RIGHTS | ||
INDEPENDENT, NON-EXECUTIVE | ||
The positions of | ||
BOARD AND COMMITTEE INDEPENDENCE | ||
During | ||
BOARD REFRESHMENT & COMMITMENT TO DIVERSITY | ||
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3 in 10 directors are diverse (includes gender and ethnic diversity) | ||
SINGLE VOTING CLASS | ||
All holders of Freshpet’s | ||
NO POISON PILL | ||
pill. |
2020 STOCKHOLDER AND BOARD ACTIONS | ||
ELIMINATED SUPERMAJORITY VOTING PROVISIONS FROM OUR CERTIFICATE OF INCORPORATION | ||
At our 2020 | ||
DIRECTOR RESIGNATION POLICY | ||
Our Board adopted a policy that any incumbent nominee for director who does not receive the affirmative vote of a majority of the votes cast in any uncontested election must promptly offer to resign. | ||
2021 STOCKHOLDER AND BOARD ACTIONS | ||
MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS | ||
Before the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”), our Board amended our Bylaws to implement a majority voting standard for director elections in uncontested elections and a plurality voting standard in contested elections. Our previous Bylaws provided for a plurality voting | ||
DIRECTOR TENURE POLICY | ||
Before the Company’s 2021 | ||
In the Company’s 2021 proxy statement, our Board submitted a proposal to be voted on by stockholders to fully declassify the Board by 2025, which our stockholders overwhelmingly approved. Our Certificate of Incorporation currently divides our Board into three classes, with one class being elected each year. Our Board will be fully declassified by the 2025 Annual Meeting, with each director to be elected on an annual basis thereafter. | ||
2022 | ||
PROXY ACCESS | ||
In June 2022, the Board amended the Company’s Bylaws to incorporate a provision that permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of our outstanding | ||
STOCKHOLDER RIGHT TO REQUEST THE COMPANY CALL A SPECIAL MEETING | ||
In |
KEY PETS, PEOPLE AND PLANET ACCOMPLISHMENTS | |||||
Pets: Nourishing | | | • We strive to change the pet food category for the better by bringing fresh healthy meals to pets. We have been steadfast in our nutritional ideology, so our foods are developed for healthy nutrition instead of what is easy to make. We start each recipe with fresh meats and veggies, minimally process them to retain the nutrients, and keep them fresh with refrigeration instead of using preservatives. Our goal is to produce the ideal food for pets to help them lead long healthy lives with their pet parents. • Our key goal is to support the human and animal bond because we believe pets and pet parents live longer, healthier lives together. We want to nourish those pets with our food, bringing joy to both pets and pet parents. • In pursuit of our mission, as of • We support programs at leading shelters and charities that impact the communities we live in. Our key partners include Pennsylvania • We have funded three research studies from the Freshpet Foundation focused on how nutrition can help improve pet health and longevity. | ||
People: Living better together | | | • We provide - Comprehensive healthcare - 401(k) matching - Annual stock grants - Tuition reimbursement - Maternity/Paternity leave - Generous paid time off to allow for a life outside of work • Our goal is to build a diverse and inclusive culture at Freshpet. We aim to do this through recruitment efforts that focus on attracting candidates from diverse communities as well as focusing on diversity of experience and skills. • We strive to be For more information on our commitment to our People, please see Statement. | ||
Planet: Conserving resources while growing the triple bottom line | | | • Working to minimize our environmental impact is not only the right thing to do, it makes great business sense. Freshpet consumer research proves that appealing to the sustainable shopper will help us increase household penetration and meet our long-term growth goals. We believe that our efforts over the last year will help Over the last five years, Freshpet has achieved growth from 4.5 million to 9.8 million Freshpet U.S. household penetration, representing an increase of approximately 120%. |
| | RECYCLING AND LANDFILL-FREE MANUFACTURING | |||
Since 2016, Freshpet has committed to operating |
| | ENERGY CONSERVATION AND RENEWABLE ENERGY | ||||||
KITCHENS | ||||||||
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Freshpet Kitchens in Pennsylvania have been powered by renewable electricity since 2014 by matching all purchased electricity with Green-e® certified renewable energy credits (“RECs”). In | ||||||||
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Freshpet’s latest manufacturing facility in Ennis, TX has been designed from the ground up to be our most efficient yet. It | ||||||||
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CHILLERS | ||||||||
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Freshpet’s state of the art chillers are good for business and the environment. Our in-house chiller development team works continuously with suppliers to improve efficiency. The latest chillers by manufacturers True Manufacturing and Minus 40 | ||||||||
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In an effort to minimize the impact of our Scope 3 emissions, the estimated |
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New for 2022: Chiller efficiency and refrigerant type has been added to our internal chiller tracking database allowing efficiency analytics to be done in real time. This information also helps us target regions or customers that could benefit most from efficiency upgrades. Our latest version of the TVM48 family of models became even more efficient thanks to new door seals, high-efficiency variable speed evaporator fan motors, and the addition of a hot gas loop in the condensate pan. |
| | WATER CONSERVATION | |||
Manufacturing fresh pet food requires water in the cooking and cleaning processes. As one of our most valuable natural resources, Freshpet aims to minimize our impact on the planet’s water supply. The Freshpet Kitchens 2.0 at our Freshpet Kitchens in Bethlehem, | |||||
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ON-SITE WASTEWATER TREATMENT FACILITY | |||||
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Freshpet’s wastewater treatment facility became operational in September 2020. This 6,600 square foot facility processes up to 200 gallons per minute removing residual | |||||
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As a result of these efforts, Freshpet’s on-site wastewater treatment plant has also been successful in reducing effluent pollution across several key metrics. | |||||
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RAINWATER HARVESTING SYSTEM | |||||
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The Freshpet Kitchens 2.0’s rainwater harvesting system became operational in late 2020 and has a capacity of up to 427,500 gallons of rainwater. It provides irrigation for 62,000 square feet of landscaping on site. In addition to reducing our burden on the municipal water supplies, rainwater harvesting helps reduce stormwater runoff from the property. Reduced stormwater runoff helps minimize a storm’s peak flow volume and velocity in local creeks, streams, and rivers, thereby reducing the potential for streambank erosion. Reduced runoff can also help reduce contamination of surface water with pesticides, sediment, metals, and fertilizers. |
| | NATURE’S FRESH LEADS THE WAY IN PET FOOD SUSTAINABILITY AND IS FRESHPET’S FIRST CARBON NEUTRAL PET FOOD BRAND | |||
Nature’s Fresh is one of the | |||||
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Since 2012, Freshpet has worked with the Global Animal Partnership to ensure that Nature’s Fresh chicken and turkey is Animal Welfare Certified and raised cage-free without the use of antibiotics, added growth hormones, or animal by-products. In | |||||
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Nature’s Fresh is our first Scope 1, 2, and 3 carbon neutral brand. We achieved a carbon neutral footprint through emissions reductions and using carbon offsets for the remaining emissions that cannot be eliminated at this time. |
Offset partners for Nature’s Fresh were chosen for their ability to do more than just help us reduce our carbon footprint. These projects also support social welfare, bio-diversity and/or regenerative farming. Our commitment to eliminating our carbon footprint means that we will continue to strive to achieve carbon neutrality without offsets. |
OUR GOAL | | | PROGRESS | ||
Expand our organizational focus and | | | We maintained our long-term partnership with 3Degrees, a leading climate consultant. They helped us to calculate our 2020, 2021 and 2022 In 2021, we appointed a Sustainability Lead reporting to the Founder and President to manage our sustainability efforts. In 2022, we established the Sustainability Leadership Team, a cross-functional group charged with identifying and implementing sustainability opportunities within the Company. | For 2023, we are introducing our first electronic supplier code of conduct that will help us engage suppliers and their sustainability policies. Over time, we expect this database of practices to help us all reach our sustainability goals. | |
Install new infrastructure that can help ensure the sustainability of the Company | | | Freshpet’s latest manufacturing facility in Ennis, TX was designed from the ground up to be our most efficient yet. It has been built with 2021 was the first full year for the on-site wastewater treatment and rainwater capture facilities in our Kitchens in Bethlehem, PA, Freshpet significantly expanded the Company’s in-house R&D laboratories helping to support the creation of even more nutritious recipes and ensure future product quality and safety. A new pilot production line was installed that allows the testing of new recipes without having to start/stop the main production lines. This reduces downtime and material waste. |
OUR GOAL | | | PROGRESS | ||
Strengthen our efforts to care for our Pets and People stakeholders | | | The Company raised the starting wage The results have been exceptional. The Freshpet Academy program has allowed us to attract talent with the aptitude to succeed in a manufacturing environment, Policy in 2022, formally acknowledging many policies that were already in place. We strengthened our partnerships with the Pennsylvania SPCA and 4 Paws for Ability as we worked to help them achieve their vital missions. In | ||
Continue to innovate to enhance the sustainability of our products | | | In July 2022, the Nature’s Fresh brand was Based on strong consumer interest and feedback from our existing |
OUR GOAL | | | PROGRESS | ||
Commit to achieving | | | We partnered with 3Degrees to calculate Freshpet’s Scope 1, 2, and 3 CO2e emissions. This extensive analysis used the latest We acknowledge the importance of mitigating the effects of climate change sooner rather than later. Our engineering, operations, and purchasing teams are working to reduce our emissions, but we realize these efforts take As our leading | ||
Expand our water conservation commitment | | | In 2020, we backed our belief in water conservation with major infrastructure investments via on-site wastewater treatment and rainwater capture facilities at our Kitchens in Bethlehem, PA. In 2021, we completed our first water footprint analysis and our first engagement with CDP, a recognized non-profit that works with companies to disclose their environmental and water impacts. |
| Board Diversity Matrix (As of August [22], 2022) | | ||||||||||||
| Board Size: | | ||||||||||||
| Total Number of Directors | | | 10 | | |||||||||
| Gender | | | Female | | | Male | | | Non-Binary | | | Did not Disclose Gender | |
| Directors | | | 3 | | | 7 | | | | | | ||
| Number of Directors who identify in Any of the Categories Below: | | ||||||||||||
| African American or Black | | | 1 | | | | | | | | |||
| Alaskan Native or Native American | | | | | | | | | | ||||
| Asian (other than South Asian) | | | | | | | | | | ||||
| South Asian | | | | | | | | | | ||||
| Hispanic or Latinx | | | | | | | | | | ||||
| Native Hawaiian or Pacific Islander | | | | | | | | | | ||||
| White | | | 2 | | | 7 | | | | | | ||
| Two or More Races or Ethnicities | | | | | | | | | | ||||
| LGBTQ+ | | | | ||||||||||
| Persons with Disabilities | | | | ||||||||||
| Did Not Disclose Demographic Background | | | |
Board Diversity Matrix (As of June 2, 2023) | ||||||||||||
Board Size: | ||||||||||||
Total Number of Directors | | | 10 | |||||||||
Gender | | | Female | | | Male | | | Non-Binary | | | Did not Disclose Gender |
Directors | | | 3 | | | 7 | | | | | ||
Number of Directors who identify in any of the categories below: | ||||||||||||
African American or Black | | | 1 | | | | | | | |||
Alaskan Native or Native American | | | | | | | | | ||||
Asian (other than South Asian) | | | | | | | | | ||||
South Asian | | | | | | | | | ||||
Hispanic or Latinx | | | | | | | | | ||||
Native Hawaiian or Pacific Islander | | | | | | | | | ||||
White | | | 2 | | | 7 | | | | | ||
Two or More Races or Ethnicities | | | | | | | | | ||||
LGBTQ+ | | | | | | | | | ||||
Persons with Disabilities | | | | | | | | | ||||
Did Not Disclose Demographic Background | | | | | | | | |
• Industry-leading compensation, including stock compensation for every employee (granted after 12 months of continuous employment for hourly employees) • Multi-year equity grants to “One-of-a-Kind Talent” employees identified by the Board • 401(k) matching for every employee | | | • Industry-leading healthcare offered equitably for every employee (including pet insurance) • Competitive perquisites, including pet insurance, free healthy snack room and catered lunches (including ice cream Fridays) • Paid parental leave • Tuition reimbursement |
| | | | | | | | | | | COMMITTEES | |||||||||||||
NAME | | | AGE | | | CLASS | | | APPOINTED | | | CURRENT TERM EXPIRES | | | AUDIT | | | NOMINATING, GOVERNANCE & SUSTAINABILITY | | | COMPENSATION | | | OPERATIONS OVERSIGHT |
DIRECTOR NOMINEES | | | | | | | | | | | | | | | | | ||||||||
William B. Cyr Chief Executive Officer | | | 60 | | | III | | | Sept 2016 | | | 2023 | | | | | | | | | ||||
Olu Beck | | | 57 | | | III | | | Oct 2019 | | | 2023 | | | | | | | | | ||||
Leta D. Priest | | | 64 | | | III | | | Sept 2018 | | | 2023 | | | | | | | | | ||||
David J. West | | | 60 | | | III | | | July 2023 | | | 2023 | | | | | | | | | ||||
CONTINUING DIRECTORS | | | | | | | | | | | | | | | | | ||||||||
David B. Biegger | | | 64 | | | I | | | May 2023 | | | 2024 | | | | | | | | | ||||
Daryl G. Brewster | | | 66 | | | I | | | Jan 2011 | | | 2024 | | | | | | | | | ||||
Jacki S. Kelley | | | 56 | | | I | | | Feb 2019 | | | 2024 | | | | | | | | | | |||
Lawrence S. Coben, Ph.D. | | | 65 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | | ||||
Walter N. George III | | | 66 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | | | |||
Craig D. Steeneck | | | 65 | | | II | | | Nov 2014 | | | 2025 | | | | | | | | |
BOARD OF DIRECTORS SKILL MATRIX | ||||||||||||||||||||||||||||||
EXPERIENCE | | | Beck | | | Biegger | | | Brewster | | | Coben | | | Billy | | ||||||||||||||
| Walt George | | | Jacki Kelley | | | Leta Priest | | | Craig Steeneck | | | David West | |||||||||||||||||
Executive Leadership | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Consumer Packaged Goods | | | ✔ | | | ✔ | | | ✔ | | | | | | ✔ | | | ✔ | | | | ��� | ✔ | | | ✔ | | | ✔ | |
Business Growth and Innovation | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Corporate Governance and ESG | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | ||
Financial or Accounting | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | | | ✔ | | | ✔ | |||
Retail Experience | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | ✔ | ||
Human Capital Management | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | ✔ | ||
Marketing | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | ✔ | |||
Manufacturing and Supply Chain | | | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | ✔ | | | ✔ | ||||
Public Company Board | | | ✔ | | | | | | ✔ | | | ✔ | | | | | | | | | | | ✔ | | | ✔ | ||||
Pet Food Experience | | | ✔ | | | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | | | ✔ | |||||
Diverse | | | ✔ | | | | | | | | | | | | ||||||||||||||||
| | | ||||||||||||||||||||||||||||
✔ | | | | |
DEFINITIONS | | | |||||||||||||||
| | ||||||||||||||||
Consumer Packaged Goods | | | |||||||||||||||
Corporate Governance and | | | |||||||||||||||
Diverse | | | |||||||||||||||
Executive Leadership | | | |||||||||||||||
| | ||||||||||||||||
Human Capital Management | | | |||||||||||||||
Manufacturing and Supply Chain | | | |||||||||||||||
Marketing | | | |||||||||||||||
Pet Food Experience | | | |||||||||||||||
| | ||||||||||||||||
Retail Experience | | | |||||||||||||||
| | Director and CEO |
| | Director |
| | Director Leta D. Priest has been a member of our Board since September 2018. Ms. Priest has over 30 years of executive and senior leadership experience in the retail and consumer packaged goods industries. Ms. Priest was a key leader in food for Walmart from May 2003 to November 2015 during Walmart’s expansion of grocery, including serving as |
| | Director David J. West has been a member of our Board since July 2023. Mr. West has most recently served as partner of Centerview Capital Consumer since May 2016. He previously served as Chief Executive Officer and President of Big Heart Pet Brands (formerly a part of Del Monte Foods), one of the world’s largest pure-play pet food and treats company at that time, from August 2011 to March 2015. Mr. West oversaw the creation of approximately $2 billion of equity value for investors during his tenure as CEO of Big Heart Pet Brands, where he repositioned the business to increase focus on growth and innovation, launched new products, enhanced specialty pet distribution channels, led the company through its rebrand and oversaw the company’s sale to The J. M. Smucker Company in March 2015. He then served The J. M. Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016. Mr. West previously served as CEO, President and director of Hershey from 2007 to May 2011. Under his leadership, Hershey increased its investment in domestic and international operations, improved the effectiveness of its supply chain and business model, and accelerated its advertising, brand building and distribution programs. Prior to serving as CEO, Mr. West spent a decade in various leadership roles at Hershey, including serving as Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development. Prior to Hershey, Mr. West held a range of senior positions at the Nabisco Biscuit and Snacks group, including Senior Vice President, Finance, and Vice President, Corporate Strategy and Business Planning. Mr. West is also currently a member of the Board of Directors of Advantage Solutions Inc. and Simply Good Foods and was a member of the Board of Directors of Hershey (from 2007 to 2011), Del Monte Foods (from 2011 to 2014), Big Heart Pet Brands (from 2014 to 2015) and The J. M. Smucker Company (from 2015 to 2016). Mr. West provides the Board with experience in corporate leadership, public company operations, and an understanding of the pet and consumer packaged goods industries. |
| |
| | Director |
| | Director Jacki S. Kelley has been a member of our Board |
| | Director |
| | Director Walter N. George III has been a member of our Board since November 2014, and Chair of the Board since July 2023. Mr. George is the President of G3 Consulting, LLC, a boutique advisory firm specializing in value creation in small and mid-market consumer products companies, a company he founded in 2013. Mr. George served as President of the American Italian Pasta Company and Corporate Vice President of Ralcorp Holdings from 2010 until its sale to Conagra Foods in 2013. Mr. George served as Chief Operating Officer at American Italian Pasta Company from 2008 to 2010. From 2001 to 2008, Mr. George served in other executive roles with American Italian Pasta Company, including Senior Vice President—Supply Chain and Logistics and Executive Vice President—Operations and Supply Chain. From 1988 through 2001, Mr. George held a number of senior operating positions with Hill’s Pet Nutrition, a subsidiary of Colgate Palmolive Company, most recently as Vice President of Supply Chain. Mr. George serves on the board of OWS Foods, Inc. Mr. George is non-executive chair of the board of Indigo Wild, LLC. Mr. George provides the Board with operations expertise, consumer products and pet food industry expertise and public company experience. |
| | Director Craig D. Steeneck has been a member of our Board since November 2014. Mr. Steeneck served as the Executive Vice President and Chief Financial Officer of Pinnacle Foods Inc., a packaged foods company, from July 2007 to January 2019, where he oversaw the company’s financial operations, treasury, tax, investor relations, corporate development and information technology and was an integral part of the integration team for several of its acquisitions. From June 2005 to July 2007, Mr. Steeneck served as Executive Vice President, Supply Chain Finance and IT of Pinnacle Foods, helping to redesign the supply chain to generate savings and improved financial performance. Pinnacle Foods was acquired by Conagra Brands in October 2018. From April 2003 to June 2005, Mr. Steeneck served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Cendant Timeshare Resort Group (now Wyndham Hotels & Resorts, Inc.), playing key roles in wide-scale organization of internal processes and staff management. From March 2001 to April 2003, Mr. Steeneck served as Executive Vice President and Chief Financial Officer of Resorts Condominiums International (now Wyndham Hotels and Resorts, Inc.). From October 1999 to February 2001, Mr. Steeneck was the Chief Financial Officer of International Home Foods Inc., which was acquired by ConAgra Brands in 2000. Mr. Steeneck has served as a board member and as a member of the Audit Committee of Hostess Brands, Inc. since November 2016, and as lead independent director from January 2019 to December 2019. Mr. Steeneck also previously served as chair of the Hostess Brands, Inc. Audit Committee from November 2016 to June 2022. Mr. Steeneck has served as a board member of Utz Brands, Inc. (formerly Collier Creek Holdings) since November 2018, where he is chair of the Audit Committee and member of the Compensation Committee. Mr. Steeneck served on the board of directors of Kind, Inc. from May 2019 to July 2020. Mr. Steeneck provides the Board with extensive management experience in the consumer-packaged goods industry as well as accounting and financial expertise. Mr. Steeneck also has extensive M&A and capital markets experience. |
1 | the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual; |
2 | the business or other relevant experience, skills and knowledge that the individual may have that will enable him or her to provide effective oversight of the Company’s business; |
3 | the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and |
4 | the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation, any other employment and the number of boards of directors of other public companies on which he or she serves. |
1 | the candidate’s name, a detailed biography outlining the candidate’s relevant background, professional and business experience and other significant accomplishments; |
2 | an acknowledgment from the candidate that he or she would be willing to serve on the Board, if elected; |
3 | a statement by the stockholder outlining the reasons why this candidate’s skills, experience and background would make a valuable contribution to the Board; and |
4 | a minimum of two references from individuals that have either worked with the candidate, served on a board of directors or board of trustees with the candidate, or can otherwise provide relevant perspective on the candidate’s capabilities as a potential Board member. |
NAME | | | AGE | | | POSITION(S) | ||
William B. Cyr | | | | | Director and Chief Executive Officer | |||
Scott Morris | | | | | President and Chief Operating Officer | |||
| | | | Chief Financial Officer | ||||
Stephen Macchiaverna | | | | | Executive Vice President, Secretary and Treasurer | |||
Cathal Walsh | | | | | Senior Vice President, Managing Director of Europe | |||
Thembeka Machaba | | | | | Senior Vice President, Human Resources | |||
Ivan Garcia | | | | | Vice President, Controller |
NAME | | | PRINCIPAL POSITION | ||
William B. Cyr | | | Chief Executive Officer | ||
Scott Morris | | | President and Chief Operating Officer | ||
| | Chief Financial Officer (Current; Joined December 1, 2022) | |||
| | ||||
Cathal Walsh | | | Senior Vice President, Managing Director of Europe | ||
Richard Kassar | | | Interim Chief Financial Officer (September 8, 2022 – December 1, 2022) | ||
Heather Pomerantz | | | Chief Financial Officer (Departed September 7, 2022) |
• | Jay Dahlgren, former Vice President of Operations at The J.M. Smucker Company, joined as a consultant to Freshpet to support the ongoing focus on continuous improvement in the Operations and Supply Chain functions. |
• | Vice President of Manufacturing, Ricardo Moreno, was appointed to the position of Senior Vice President of Manufacturing & Engineering to further strengthen our focus and coordination across the various operational departments as the Company continues to grow and expand. |
• | Michael Hieger, Senior Vice President of Engineering, broadened his responsibilities to include all matters relating to capital expansion and Engineering resources. |
• | Finally, Freshpet also announced the appointment of Dirk Martin in November 2022, to the role of Vice President, Logistics & Customer Service, bringing with him over 20 years of experience in logistics and supply chain management including 15 years in food manufacturing. |
EVENT/TOPIC | | | IMPACT/RESPONSE | ||
| | In on pg. [•] of this Proxy Statement. | |||
Changes to Executive Compensation | | ||||
| In 2022 the executive team adopted an ESG goal with specific focus on employee retention. The intent of the goal was to drive impactful initiatives that would stabilize the retention of our employee base and build bench strength in our most critical capability areas. The net result was a more stable manufacturing organization, retention of key employees who are considered future leaders within the organization, and a highly engaged workforce, supported by a positive employee net promoter score. Details of the ESG goal are reflected in the tables below. | ||||
Why you should support the Say-on-Pay Proposal | | | We are committed to incentive programs that motivate and retain a high-quality management team to focus on Freshpet’s strategy execution. Freshpet’s strong pay-for-performance alignment as well as past Say-on-Pay support from |
Beyond Meat, Bridgford Foods Corporation Farmer Bros. Co. Hostess Brands, Inc. Tattooed Chef, Inc. Central Garden & Pet Company | John B. Sanfilippo & Son, Inc. Lifecore Biomedical, Inc. (previously Landec Corporation) Medifast, Inc. Natural Alternatives International, Inc. Nature’s Sunshine Products, Inc. YETI Holdings, Inc. | PetIQ, Inc. PetMed Express, Inc. The Simply Good Foods Company Tootsie Roll Industries, Inc. Lancaster Colony Corporation |
NAME | | | ANNUAL BASE SALARY RATE | ||
William B. Cyr | | | $ | ||
Scott Morris | | | $ | ||
| | $ | |||
Thembeka Machaba | | ||||
| $340,000 | ||||
Cathal Walsh | | | $ | ||
| | $ | |||
Richard Kassar (Interim CFO; September 8, 2022 – November 30, 2022) | |
|
$320,000 |
NAME | | | 2022 Annual Bonus Target (%) |
William B. Cyr | | | 95% |
Scott Morris | | | 60% |
Todd Cunfer (Current CFO; Joined December 1, 2022) | | | 60% |
Thembeka Machaba | | | 40% |
Cathal Walsh | | | 40% |
Heather Pomerantz (Former CFO; departed September 7, 2022) | | | 50% |
Richard Kassar (Interim CFO; September 8, 2022 – November 30, 2022) | | | 50% |
| | | Weighting | | | Target (millions) | | | Minimum Threshold | | | Result (millions) | | |
| Net Sales | | | 50% | | | $440 | | | $420 | | | $425.5 | |
| Adjusted EBITDA before bonus accrual | | | 50% | | | $68.6 | | | $62.3 | | | $44.5 | |
| | Weighting | | | Target (millions) | | | Minimum Threshold | | | Result (millions) | |
Net Sales | | | 45% | | | $600 | | | $565 | | | $595.3 |
Adj. EBITDA before bonus accrual | | | 45% | | | $66 | | | $59.6 | | | $50.2 |
1. | Employee Satisfaction – measured by the Employee Net Promoter Score, with a target of 8.3. |
2. | Manufacturing Labor Turnover – with a target of <35% for the year. The actual 2021 turnover was 45%. |
3. | Most Critical Talent – measured by the percentage (target of 90%) of special equity award recipients who we have retained. |
| | WEIGHTING | | | TARGET | | | MINIMUM THRESHOLD | | | RESULT | |
ESG: | | | 10% (approx. 1/3 each) | | | | | | | |||
Employee Net Promoter Score | | | 8.3 | | | 7.6 | | | 8.0 | |||
Manufacturing LTO | | | ≤35% | | | ≤45% | | | 25% | |||
Retention of Key Talent | | | ≥90% | | | ≥80% | | | 96% |
| NAME | | | AMOUNT OF AWARD | | | % OF TARGET AWARDED | | ||||||||||||
| William B. Cyr | | | $153,440 | | | 27.4% | | ||||||||||||
| Scott Morris | | | $80,556 | | | 27.4% | | ||||||||||||
| Heather Pomerantz | | | $58,225 | | | 27.4% | | ||||||||||||
| Stephen L. Weise | | | $38,360 | | | 27.4% | | ||||||||||||
| Cathal Walsh | | | $32,880 | | | 27.4% | | ||||||||||||
NAME | | | OPERATIONAL GOALS | | | EXECUTIVE ESG GOAL | ||||||||||||||
| AMOUNT OF AWARD | | | % OF TARGET AWARDED | | | AMOUNT OF AWARD | | | % OF TARGET AWARDED | ||||||||||
William B. Cyr | | | $233,244 | | | 44% | | | $49,476 | | | 84% | ||||||||
Scott Morris | | | $121,176 | | | 44% | | | $25,704 | | | 84% | ||||||||
Todd Cunfer* | | | $10,090 | | | 44% | | | $2,140 | | | 84% | ||||||||
Thembeka Machaba | | | $53,856 | | | 44% | | | $11,424 | | | 84% | ||||||||
Cathal Walsh | | | $49,500 | | | 44% | | | $10,500 | | | 84% | ||||||||
Heather Pomerantz** | | | $58,500 | | | 44% | | | $12,382 | | | 84% | ||||||||
Richard Kassar*** | | | $15,998 | | | 44% | | | $3,360 | | | 84% |
* | Prorated for one month of employment in 2022 |
** | Prorated for eight months of employment in 2022 |
*** | Prorated for three months of employment in 2022 |
THE COMPENSATION COMMITTEE OF FRESHPET, INC. | ||||||
Daryl G. Brewster (Chair) | | | Olu Beck | | | Leta D. Priest |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Stock Awards ($)(2) | | | Options Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) |
William B. Cyr(6) Chief Executive Officer | | | 2022 | | | 620,000 | | | — | | | — | | | 282,720 | | | 12,200 | | | 914,920 |
| 2021 | | | 600,000 | | | — | | | — | | | 153,440 | | | 11,600 | | | 765,040 | ||
| 2020 | | | 600,000 | | | — | | | 14,701,112 | | | 545,940 | | | 11,400 | | | 15,858,452 | ||
Scott Morris President and Chief Operating Officer | | | 2022 | | | 510,000 | | | — | | | — | | | 146,880 | | | 12,200 | | | 669,080 |
| 2021 | | | 490,000 | | | — | | | — | | | 80,556 | | | 11,600 | | | 582,156 | ||
| 2020 | | | 475,000 | | | — | | | 11,342,468 | | | 288,135 | | | 11,400 | | | 12,117,003 | ||
Todd Cunfer(7) Current Chief Financial Officer | | | 2022 | | | 41,667 | | | 1,500,000 | | | 1,500,000 | | | 12,230 | | | — | | | 3,053,897 |
Thembi Machaba Senior Vice President, Human Resources | | | 2022 | | | 340,000 | | | — | | | — | | | 65,280 | | | 2,448 | | | 407,728 |
Cathal Walsh Managing Director, Europe | | | 2022 | | | 348,379 | | | 156,235 | | | — | | | 60,000 | | | — | | | 564,614 |
| 2021 | | | 429,231 | | | 149,977 | | | — | | | 35,275 | | | — | | | 614,483 | ||
| 2020 | | | 285,000 | | | — | | | 3,204,674 | | | 103,767 | | | — | | | 3,593,441 | ||
Heather Pomerantz(8) Former Chief Financial Officer | | | 2022 | | | 294,800 | | | — | | | — | | | | | 639,891 | | | 934,691 | |
| 2021 | | | 425,000 | | | — | | | — | | | 58,225 | | | 10,921 | | | 494,146 | ||
| 2020 | | | 400,000 | | | — | | | 7,972,163 | | | 196,106 | | | 9,846 | | | 8,578,115 | ||
Richard Kassar(9) Interim Chief Financial Officer/Vice Chairman | | | 2022 | | | 80,000 | | | — | | | — | | | 19,358 | | | 152,000 | | | 251,358 |
| 2021 | | | 80,000 | | | — | | | — | | | 10,960 | | | 94,160 | | | 185,120 | ||
| 2020 | | | 282,000 | | | — | | | 166,656 | | | 80,880 | | | 11,400 | | | 540,936 |
(1) | Amounts reflect base salary earned during the year, including any amounts voluntarily deferred under our qualified 401(k) plan. |
(2) | Amounts reflect the aggregate grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718 and are based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our Annual Report. |
(3) | Amounts reflect the aggregate grant date fair value of options granted in the year computed in accordance with FASB ASC Topic 718 and are based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our Annual Report. |
(4) | Amounts reflect cash awards earned by our NEOs under the Company’s annual incentive plan and with respect to ESG goals established for executives. Please see “Annual Incentive Awards” and “Executive ESG Goals” in the CD&A above for further information about our annual incentive plan. |
(5) | Amounts reflect matching Company contributions under our 401(k) plan. In addition, includes for Ms. Pomerantz in 2022 amounts received in connection with her separation from the Company. |
(6) | Mr. Cyr also serves as a member of the Board but does not receive any additional compensation for his service as a director. |
(7) | Mr. Cunfer began serving as the Company’s Chief Financial Officer in December 2022. |
(8) | Ms. Pomerantz began serving as the Company’s Chief Financial Officer in October 2020, at which time she became an NEO. Ms. Pomerantz departed from the Company on September 7, 2022. Ms. Pomerantz’s total compensation for 2022 includes $628,099 paid in connection with her separation from the Company. |
(9) | Mr. Kassar began serving as the Company’s Interim Chief Financial Officer in September 2022 and served through November 2022. Mr. Kassar’s total compensation for 2022 reflects three months of employment for the year, with the remainder earned as consulting fees in his role as Vice Chairman. Mr. Kassar’s total compensation for 2021 reflects six months of employment for the year, with the remainder earned as consulting fees in his role as Vice Chairman. |
Name | | | Award Type | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($) | ||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||
William B. Cyr | | | Annual Incentive | | | — | | | 235,600 | | | 589,000 | | | 1,472,500 | | | — | | | — | | | — | | | — |
Scott Morris | | | Annual Incentive | | | — | | | 122,400 | | | 306,000 | | | 765,000 | | | — | | | — | | | — | | | — |
Todd Cunfer | | | Annual Incentive | | | — | | | 10,192 | | | 25,479(1) | | | 63,698 | | | — | | | — | | | — | | | — |
| Inducement Grant (Options) | | | 12/1/2022 | | | — | | | — | | | — | | | — | | | 40,120 | | | 67.02 | | | 1,500,000 | ||
| Inducement Grant (RSUs) | | | 12/1/2022 | | | — | | | — | | | — | | | 22,381 | | | — | | | — | | | 1,500,000 | ||
Thembeka Machaba | | | Annual Incentive | | | — | | | 54,400 | | | 136,000 | | | 340,000 | | | — | | | — | | | — | | | — |
Cathal Walsh | | | Annual Incentive | | | — | | | 50,000 | | | 125,000 | | | 312,500 | | | — | | | — | | | — | | | — |
| RSU Grant under 2014 Plan | | | 3/14/2022 | | | — | | | — | | | — | | | 1,852(4) | | | — | | | — | | | 156,235(5) | ||
Heather Pomerantz | | | Annual Incentive | | | — | | | 59,068 | | | 147,671(2) | | | 369,178 | | | — | | | — | | | — | | | — |
Richard Kassar (Interim CFO) | | | Annual Incentive | | | — | | | 16,131 | | | 40,329(3) | | | 100,822 | | | — | | | — | | | — | | | — |
Richard Kassar (Vice Chairman) | | | Annual Incentive | | | — | | | 24,000 | | | 60,000(3) | | | 150,000 | | | — | | | — | | | — | | | — |
(1) | Mr. Cunfer’s target bonus opportunity was prorated at 8% for 2022, based upon the number of full months during the year which he was employed with the Company. |
(2) | Ms. Pomerantz’s target bonus opportunity was prorated at 67% for 2022, based upon the number of full months during the year which she was employed with the Company. |
(3) | Mr. Kassar’s target bonus opportunity for his work as Interim Chief Financial Officer was prorated at 25% for 2022, based upon the time in which he served in that role. Mr. Kassar also received a bonus as Vice Chair, which was $60,000 for the remaining 75% of the year. |
(4) | Scheduled to vest in three equal annual installments beginning March 14, 2023. |
(5) | Amount reflects the aggregate grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718 and is based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our Annual Report. |
| | | | Option Awards | | | Stock Awards | |||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
William B. Cyr | | | 9/6/2016 | | | 1,000,000 | | | — | | | — | | | 10.23 | | | 9/6/2026 | | | — | | | — | | | — | | | — |
| 12/24/2020 | | | 27,344 | | | 41,016(1) | | | 205,079(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | ||
Scott Morris | | | 9/27/2016 | | | 123,000 | | | — | | | — | | | 8.90 | | | 9/27/2026 | | | — | | | — | | | — | | | — |
| 4/3/2017 | | | 81,949 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | ||
| 4/1/2020 | | | 7,808 | | | 2,603(3) | | | 2,604(4) | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | ||
| 12/24/2020 | | | 20,508 | | | 30,762(1) | | | 153,809(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | ||
Todd Cunfer | | | 12/1/2022 | | | — | | | 40,120(5) | | | — | | | 67.02 | | | 12/1/2032 | | | — | | | — | | | — | | | — |
| 12/1/2022 | | | — | | | — | | | ��� | | | — | | | — | | | 22,381(5) | | | 1,181,045(6) | | | — | | | — | ||
Thembeka Machaba | | | 8/1/2020 | | | 3,333 | | | 1,667(5) | | | — | | | 96.05 | | | 8/1/2030 | | | — | | | — | | | — | | | — |
| 12/24/2020 | | | 10,936 | | | 16,408 | | | 82,031(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | ||
Cathal Walsh | | | 5/10/2016 | | | 20,463 | | | — | | | — | | | 9.05 | | | 5/10/2026 | | | — | | | — | | | — | | | — |
| 4/3/2017 | | | 15,449 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | ||
| 3/30/2018 | | | 16,092 | | | — | | | — | | | 16.45 | | | 3/30/2028 | | | — | | | — | | | — | | | — | ||
| 4/1/2019 | | | 6,820 | | | — | | | — | | | 42.29 | | | 4/1/2029 | | | — | | | — | | | — | | | — | ||
| 4/1/2020 | | | 3,287 | | | 1,645(3) | | | — | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | ||
| 10/1/2020 | | | 23,330 | | | 11,670(7) | | | — | | | 111.65 | | | 10/1/2030 | | | — | | | — | | | — | | | — | ||
| 10/1/2020 | | | — | | | — | | | 20,000(8) | | | 111.65 | | | 10/1/2030 | | | — | | | — | | | — | | | — | ||
| 3/12/2021 | | | — | | | — | | | — | | | — | | | — | | | 638(9) | | | 33,667(6) | | | — | | | — | ||
| 3/14/2022 | | | — | | | — | | | — | | | — | | | — | | | 1,852(9) | | | 97,730(6) | | | — | | | — | ||
Richard Kassar | | | 9/27/2016 | | | 79,800 | | | — | | | — | | | 8.90 | | | 9/27/2026 | | | — | | | — | | | — | | | — |
| 4/3/2017 | | | 18,940 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | ||
| 3/30/2018 | | | 9,723 | | | — | | | 4,471(4) | | | 16.45 | | | 3/30/2028 | | | — | | | — | | | — | | | — | ||
| 4/1/2019 | | | 11,447 | | | — | | | — | | | 42.29 | | | 4/1/2029 | | | — | | | — | | | — | | | — | ||
| 4/1/2020 | | | 5,478 | | | 1,371(3) | | | 1,371(4) | | | 63.87 | | | 2/1/2030 | | | — | | | — | | | — | | | — | ||
| 3/12/2021 | | | 552 | | | 1,105(3) | | | 1,658(4) | | | — | | | — | | | — | | | — | | | — | | | — | ||
| 3/14/2022 | | | — | | | — | | | — | | | — | | | — | | | 1,481(5) | | | 78,152(6) | | | — | | | — | ||
Heather Pomerantz | | | 1/12/2020 | | | 10,000 | | | 5,000(3) | | | — | | | 60.70 | | | 1/12/2030 | | | — | | | — | | | — | | | — |
| 4/1/2020 | | | 4,930 | | | 1,645(3) | | | 3,289(4) | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | ||
| 12/24/2020 | | | 13,672 | | | 20,508(1) | | | 102,539(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — |
(1) | Scheduled to vest annually in approximately equal installments on the first four anniversaries of the grant date, subject to continued employment, with accelerated pro rata vesting based on the number of days worked following the grant date upon a termination of employment by the Company without cause or upon a resignation by the executive for good reason (as defined in the grant agreement) within two years after a change in control of the Company. |
(2) | Eligible to vest based upon the achievement of performance goals upon the conclusion of a four-year performance period, subject to continued employment, with (a) the opportunity to vest in a pro rata portion based on the number of days employed during the performance period upon a termination by the Company other than for cause, based on actual Company performance through the end of the performance period, and (b) the opportunity to vest in part or in full upon a termination of employment by the Company without |
(3) | Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, subject to continued employment, with accelerated vesting in full upon termination of employment by the Company without cause or upon a resignation by the executive for good reason (as defined in the grant agreement) within two years after a change in control of the Company. |
(4) | Eligible to vest in equal annual installments based upon the achievement of performance goals that the Compensation Committee considers moderate to difficult to achieve, subject to continued employment through each vesting date. |
(5) | Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, subject to the Executive’s continued employment through such vesting dates. |
(6) | Amount reflects the value as of December 31, 2022 based on the Company’s closing stock price of $52.77 as of December 30, 2022, the last trading day during 2022. |
(7) | Scheduled to vest annually in approximately equal installments on the first three anniversaries of the grant date, with accelerated vesting if, in connection with a change of control of the Company, the options are not assumed, repurchased by the Company, or terminated. |
(8) | Eligible to vest based upon the achievement of a net sales goal for 2023 that the Compensation Committee considers moderate to difficult to achieve, with the opportunity to (i) upon a termination of employment by the Company without cause or upon a resignation by the executive for good reason (as defined in the grant agreement), vest on a pro-rated basis based on the number of days employed during the performance period, based on actual Company performance through the end of the performance period and (ii) vest in full upon a change in control of the Company if, in connection with a change of control of the Company, the options are not assumed, repurchased by the Company, or terminated. |
(9) | Scheduled to vest in three equal annual installments on the first three anniversaries of the grant date, with accelerated vesting in full upon termination due to death or Disability, Involuntary Termination Without Cause or Voluntary Resignation with Good Reason (as each is defined in the award agreement). |
NAME | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | VALUE REALIZED ON VESTING ($)(1) |
William B. Cyr | | | — | | | — |
Scott Morris | | | — | | | — |
Todd Cunfer | | | — | | | — |
Thembi Machaba | | | — | | | — |
Cathal Walsh | | | 318 | | | 29,170 |
Richard Kassar | | | — | | | — |
Heather Pomerantz | | | — | | | — |
(1) | Amounts reflect the market value of the underlying shares on the vesting date based on $91.73, the closing price of the Common Stock on March 11, 2022, the last trading date prior to the vesting date. |
NAME | | | CASH ($) | | | COBRA ($) | | | EQUITY ($)(15) | | | TOTAL ($) |
William B. Cyr | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | 46,363(1) | | | —(5) | | | 46,363 |
Involuntary termination(13) | | | 2,720,250(2) | | | 46,363(1) | | | —(5) | | | 2,766,613 |
Change in control | | | — | | | — | | | — | | | — |
Involuntary termination after change in control | | | 2,720,250(2) | | | 46,363(1) | | | —(6) | | | 2,766,613 |
Scott Morris | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | 30,908(3) | | | —(7) | | | 30,908 |
Involuntary termination(13) | | | 656,880(4) | | | 30,908(3) | | | —(7) | | | 687,788 |
Change in control | | | — | | | — | | | — | | | — |
Involuntary termination after change in control | | | 656,880(4) | | | 30,908(3) | | | —(8) | | | 687,788 |
Heather Pomerantz | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | — | | | —(9) | | | — |
Involuntary termination(13) | | | 392,421(11) | | | — | | | —(9) | | | 392,421 |
Change in control | | | — | | | — | | | — | | | — |
Involuntary termination after change in control | | | — | | | — | | | —(10) | | | — |
Todd Cunfer | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | 30,908(3) | | | — | | | 30,908 |
Involuntary termination(13) | | | 512,230(4) | | | 30,908(3) | | | 580,839 | | | 1,123,977 |
Change in control | | | — | | | — | | | 580,839(12) | | | 580,839 |
Involuntary termination after change in control | | | 512,230(4) | | | 30,908(3) | | | 580,839 | | | 1,123,977 |
Cathal Walsh | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | — | | | — | | | — |
Involuntary termination(13) | | | 348,513(4) | | | — | | | 82,004 | | | 430,518 |
Change in control | | | — | | | — | | | 82,004(14) | | | 82,004 |
Involuntary termination after change in control | | | 348,513(4) | | | — | | | 82,004 | | | 430,518 |
NAME | | | CASH ($) | | | COBRA ($) | | | EQUITY ($)(15) | | | TOTAL ($) |
Richard Kassar | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | — | | | — | | | — |
Involuntary termination(13) | | | — | | | — | | | 78,152 | | | 78,152 |
Change in control | | | — | | | — | | | 78,152(15) | | | 78,152 |
Involuntary termination after change in control | | | — | | | — | | | 78,152(15) | | | 78,152 |
Thembeka Machaba | | | | | | | | | ||||
Termination due to permanent disability | | | — | | | — | | | — | | | — |
Involuntary termination(13) | | | — | | | — | | | — | | | — |
Change in control | | | — | | | — | | | — | | | — |
Involuntary termination after change in control | | | — | | | — | | | —(16) | | | — |
(1) | Amount reflects the cost of COBRA premiums for 18 months following termination. |
(2) | Amount reflects 1.5 times the sum of Mr. Cyr’s base salary and target bonus for a period of 18 months. |
(3) | Amount reflects the cost of COBRA premiums for one year following termination. |
(4) | Amounts reflect (i) one year of base salary and (ii) pro-rated bonus based on actual performance for the 2022 performance year. |
(5) | As of December 31, 2022, Mr. Cyr held unvested performance-vesting options to purchase 205,079 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause. |
(6) | As of December 31, 2022, Mr. Cyr held unvested (i) performance-vesting options to purchase 205,079 shares of stock with an exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options to purchase 41,016 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company. |
(7) | As of December 31, 2022, Mr. Morris held unvested performance-vesting options to purchase 153,809 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause. |
(8) | As of December 31, 2022, Mr. Morris also held unvested (i) performance-vesting options to purchase 153,809 shares of stock with an exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options to purchase 30,762 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company. |
(9) | As of December 31, 2022, Ms. Pomerantz held unvested performance-vesting options to purchase 102,539 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon a termination by the Company other than for cause. |
(10) | As of December 31, 2022 Ms. Pomerantz held 6,646 time-vesting options which would fully accelerate upon an Involuntary Termination within two years following a change in control at prices greater than $52.77 per share. As of December 31, 2022, Ms. Pomerantz also held unvested (i) performance-vesting options to purchase 102,539 shares of stock with an exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options to purchase 20,508 shares of stock with an exercise price of $142.79 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company. |
(11) | As of December 31, 2022, Ms. Pomerantz had terminated employment with the Company. In connection with Ms. Pomerantz’s departure from the Company, on October 13, 2022, the Company and Ms. Pomerantz entered into the Separation Agreement pursuant to which Ms. Pomerantz is entitled to receive (i) a continuation of her annual base salary until September 30, 2023, (ii) payment for the employer portion of the premiums for her continued health coverage until the earliest of September 30, 2023, the date that she becomes eligible for coverage under a subsequent employer’s plan, or the date that she ceases to be eligible for continued coverage, (iii) a pro-rated annual bonus for fiscal year 2022 (if any), to be paid in 2023, in an amount to be determined based upon the actual level of achievement of any applicable performance goals as identified by the Company, its board of directors or a committee thereof and (iv) a sum of $75,000, payable in three equal monthly installments over a period of three months, beginning in October 2022 and ending in December 2022, for her consultancy services during such time in assisting with the orderly transition of her former duties. |
(12) | As of December 31, 2022, Mr. Cunfer held unvested time-vesting options to purchase 40,120 shares of stock with an exercise price of $67.02 which would have fully accelerated in connection with a change of control occurring on December 31, 2022 if the options had not been assumed, repurchased by the Company, or terminated. Mr. Cunfer also had 11,007 restricted stock units which would have fully accelerated in connection with a change of control occurring on December 31, 2022. |
(13) | An “Involuntary Termination” means a termination by the Company without cause or by the NEO for good reason. |
(14) | As of December 31, 2022, Mr. Walsh held unvested (i) time-vesting options to purchase 11,670 shares of stock with an exercise price of $111.65 which would have fully accelerated in connection with a change of control occurring on December 31, 2022 if the options had not been assumed, repurchased by the Company, or terminated and (ii) performance-vesting options to purchase 20,000 shares of stock with an exercise price of $111.65 which would have vested in full upon a change in control of the Company if, in connection with a change of control of the Company, the options were not assumed, repurchased by the Company, or terminated. Mr. Walsh also held 1,554 shares of restricted stock shown at a value of $52.77 per share which would have vested in full upon a change in control of the Company if, in connection with a change of control of the Company, the options were not assumed, repurchased by the Company, or terminated. |
(15) | As of December 31, 2022, Mr. Kassar held unvested (i) performance-vesting options to purchase 3,029 shares of stock with an exercise price greater than $52.77 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options to purchase 2,467 shares of stock with an exercise price greater than $52.77 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company. Mr. Kassar also held 1,481 shares of restricted stock shown at a value of $52.77 per share which would have vested in full upon a change in control of the Company if, in connection with a change of control of the Company, the options were not assumed, repurchased by the Company, or terminated. |
(16) | As of December 31, 2022, Ms. Machaba held unvested (i) performance-vesting options to purchase 82,031 shares of stock with an exercise price of $142.79 which would have accelerated upon an Involuntary Termination within two years after a change in control of the Company, based on actual Company performance through the change in control and (ii) unvested time-vesting options to purchase 16,408 shares of stock with an exercise price of $142.79 and 1,667 shares of stock with an exercise price of $96.05 which would have accelerated on a pro-rata basis upon an Involuntary Termination within two years after a change in control of the Company. |
(17) | No equity value was attributable to options with an exercise price at or above the December 31, 2022 stock price of $52.77. |
| | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | ||||||||||
Fiscal Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for non-PEO NEOs(3) | | | Average Compensation Actually Paid to non-PEO NEOs(4) | | | Total Shareholder Return(5) | | | Peer Group Total Shareholder Return(6) | | | Net Income (in millions)(7) | | | Net Sales (in millions)(8) |
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2022 | | | $ 914,920 | | | ($4,111,990) | | | $ 980,228 | | | ($865,714) | | | $ 89.30 | | | $119.45 | | | ($59.50) | | | $595.30 |
2021 | | | $ 765,040 | | | ($9,467,952) | | | $ 522,686 | | | ($4,732,329) | | | $161.23 | | | $177.06 | | | ($29.70) | | | $425.50 |
2020 | | | $15,858,452 | | | $ 32,175,572 | | | $8,036,935 | | | $ 15,162,662 | | | $240.29 | | | $144.92 | | | ($3.20) | | | $320.40 |
(1) | During fiscal year 2020, 2021, and 2022, Mr. Cyr served as our Principal Executive Officer (“PEO”). The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |
(2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Cyr as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Cyr during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Cyr’s total compensation for each year to determine the compensation actually paid: |
FISCAL YEAR | | | 2020 | | | 2021 | | | 2022 |
SCT Total | | | $15,858,452 | | | $ 765,040 | | | $914,920 |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | ($14,701,112) | | | $ 0 | | | $0 |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | $18,972,291 | | | $ 0 | | | $0 |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | $ 0 | | | ($9,705,369) | | | ($4,754,150) |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $ 0 | | | $ 0 | | | $0 |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $12,045,941 | | | ($527,624) | | | ($272,761) |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $ 0 | | | $ 0 | | | $0 |
Compensation Actually Paid | | | $32,175,572 | | | ($9,467,952) | | | ($4,111,990) |
(3) | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Cyr) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Cyr) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Scott Morris, Todd Cunfer, Thembeka Machaba, Cathal Walsh, Richard Kassar, and Heather Pomerantz; (ii) for 2021, Scott Morris, Heather Pomerantz, Stephen Weise, and Cathal Walsh; (iii) for 2020, Scott Morris, Heather Pomerantz, Stephen Weise, Cathal Walsh, and Richard Kassar. |
(4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 3 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for each year to determine the compensation actually paid: |
FISCAL YEAR | | | 2020 | | | 2021 | | | 2022 |
SCT Total | | | $8,036,935 | | | $522,686 | | | $980,228 |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | ($6,027,297) | | | ($37,494) | | | ($526,039) |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | $8,618,715 | | | $22,770 | | | $392,754 |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | $522,681 | | | ($5,093,752) | | | ($1,536,464) |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $0 | | | $0 | | | $0 |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $4,011,628 | | | ($146,539) | | | ($102,172) |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $0 | | | $0 | | | ($74,021) |
Compensation Actually Paid | | | $15,162,662 | | | ($4,732,329) | | | ($865,714) |
(5) | Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December 31, 2019. |
(6) | Represents the peer group total shareholder return. The peer group used for this purpose is the Nasdaq Composite, which is one of the Company’s indices utilized in the stock performance graph set forth in our Annual Report. |
(7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
(8) | This column is the “Company-Selected Measure,” which in the registrant’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s named executive officers, for the most recently completed fiscal year, to Company performance. |
Most Important Measures for Determining PEO and Non-PEO NEO Pay |
Net sales |
Adj. EBITDA before bonus accrual |
Employee satisfaction |
NAME | | | FEES EARNED OR PAID IN CASH ($) | | | STOCK AWARDS ($)(1) | | | TOTAL ($) |
Charles A. Norris(2) | | | 60,000 | | | 169,985 | | | 229,985 |
J. David Basto | | | 60,000 | | | 119,960 | | | 179,960 |
Olu Beck(7) | | | 65,000 | | | 119,960 | | | 184,960 |
Daryl G. Brewster(3) | | | 67,500 | | | 119,960 | | | 187,460 |
Lawrence S. Coben, Ph.D. | | | 60,000 | | | 119,960 | | | 179,960 |
Walter N. George III(4) | | | 67,500 | | | 119,960 | | | 187,460 |
Jacki S. Kelley(7) | | | 60,000 | | | 119,960 | | | 179,960 |
Leta D. Priest | | | 60,000 | | | 119,960 | | | 179,960 |
Craig D. Steeneck(5) | | | 75,000 | | | 119,960 | | | 194,960 |
(1) | Represents the aggregate grant date fair value of shares of restricted Common Stock granted under our 2014 Plan without regard to forfeitures, computed in accordance with FASB ASC Topic 718 and is based on the valuation assumptions described in Note 9 to our consolidated financial statements included in our annual report. This amount does not reflect the actual economic value realized by the director. The stock awards reflected in the table comprise all outstanding equity awards held by our non-employee directors at the end of 2022. As of December 31, 2022, each of the non-employee directors held 1,422 unvested restricted shares (or, in the case of Mr. Norris, 2,015 shares). |
(2) | In 2022, Charles A. Norris served as Chair of the Board. |
(3) | Daryl G. Brewster serves as Chair of the Compensation Committee. |
(4) | In 2022, Walter N. George III served as Chair of the Nominating, Governance and Sustainability Committee. |
(5) | Craig D. Steeneck serves as the Chair of the Audit Committee. |
(6) | During 2022, Olu Beck served on two committees: the Audit Committee and the Compensation Committee. |
NAME AND ADDRESS OF BENEFICIAL OWNER(1) | | | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON STOCK | | | PERCENT OF COMMON STOCK OUTSTANDING |
PRINCIPAL STOCKHOLDERS: | | | | | ||
The Vanguard Group(2) | | | 4,423,502 | | | [•]% |
Champlain Investment Partners, LLC(3) | | | 3,672,754 | | | [•]% |
JANA Partners LLC(4) | | | 3,620,513 | | | [•]% |
Wasatch Advisors LP(5) | | | 3,353,636 | | | [•]% |
Wellington Management Group LLP(6) | | | 2,443,050 | | | [•]% |
BlackRock, Inc.(7) | | | 2,368,199 | | | [•]% |
FMR LLC(8) | | | 2,660,064 | | | [•]% |
NAMED EXECUTIVE OFFICERS AND DIRECTORS: | | | | | ||
William B. Cyr | | | [•] | | | [•]% |
Charles A. Norris | | | [•] | | | [•]% |
Olu Beck | | | [•] | | | [•]% |
David B. Biegger | | | [•] | | | [•]% |
Daryl G. Brewster | | | [•] | | | [•]% |
Lawrence S. Coben, Ph.D. | | | [•] | | | [•]% |
Walter N. George III | | | [•] | | | [•]% |
Jacki S. Kelley | | | [•] | | | [•]% |
Craig D. Steeneck | | | [•] | | | [•]% |
Leta D. Priest | | | [•] | | | [•]% |
David J. West | | | [•] | | | [•]% |
Todd Cunfer | | | [•] | | | [•]% |
Richard Kassar | | | [•] | | | [•]% |
Scott Morris | | | [•] | | | [•]% |
Heather Pomerantz | | | [•] | | | [•]% |
Cathal Walsh | | | [•] | | | [•]% |
EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (15 PERSONS) | | | [•] | | | [•]% |
* | Less than 1% |
(1) | A “beneficial owner” of a security is determined in accordance with Rule 13d-3 under the Exchange Act and generally means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: |
(2) | Represents shares of Common Stock beneficially owned as of December 30, 2022, based on a Schedule 13G/A filed on February 9, 2023, by The Vanguard Group. Based on information provided in such filing, The Vanguard Group has sole voting power with respect to none of the reported shares, shared voting power with respect to 19,446 of the reported shares, sole dispositive power with respect to 4,357,754 of the reported shares and shared dispositive power with respect to 65,748 of the reported shares. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355. |
(3) | Represents shares of Common Stock beneficially owned as of December 31, 2022, based on a Schedule 13G filed on February 13, 2023, by Champlain Investment Partners, LLC. Based on information provided in such filing, Champlain Investment Partners, LLC has sole voting power with respect to 3,302,580 of the reported shares, shared voting power with respect to none of the reported shares, sole dispositive power with respect to 3,672,754 of the reported shares and shared dispositive power with respect to none of the reported shares. In such filing, Champlain Investment Partners, LLC lists its address as 180 Battery St., Burlington, Vermont 05401. |
(4) | Represents shares of Common Stock beneficially owned as of August 7, 2023, based on a Schedule 13D/A filed on August 9, 2023, by JANA Partners LLC. JANA Partners LLC lists its address as 767 Fifth Avenue, 8th Floor, New York, New York 10153. |
(5) | Represents shares of Common Stock beneficially owned as of December 31, 2022, based on a Schedule 13G/A filed on February 8, 2023, by Wasatch Advisors LP. In such filing, Wasatch Advisors LP lists its address as 505 Wakara Way, Salt Lake City, UT 84108. |
(6) | Represents shares of Common Stock beneficially owned as of December 30, 2022, based on a Schedule 13G filed on February 6, 2023, by Wellington Management Group LLP. Based on information provided in such filing, Wellington Management Group LLP has sole voting |
(7) | Represents shares of Common Stock beneficially owned as of June 30, 2022, based on a Schedule 13G filed on July 8, 2022, by BlackRock, Inc. Based on information provided in such filing, BlackRock, Inc. has sole voting power with respect to 2,279,378 of the reported shares, shared voting power with respect to none of the reported shares, and sole dispositive power with respect to all of the reported shares. BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055. |
(8) | Represents shares of Common Stock beneficially owned as of December 30, 2022, based on a Schedule 13G filed on February 9, 2023, by FMR LLC. Abigail P. Johnson is a Director, the Chair and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC lists its address as 245 Summer Street, Boston, Massachusetts 02210. |
| | 2022 | | | 2021 | |
Audit Fees(1) | | | $1,759,000 | | | $1,085,000 |
Audit-Related Fees(2) | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees(3) | | | $1,900 | | | $1,900 |
Total | | | $1,760,090 | | | $1,086,900 |
(1) | Audit Fees: These fees include fees related to the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements as well as services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements. |
(2) | Audit-Related Fees: Audit-related fees are for assurance and related services including, among others, due diligence services and consultation concerning financial accounting and reporting standards. |
(3) | All Other Fees: Includes fees related to KPMG’s Accounting Research Online (ARO) Subscription. |
Name | | | Transaction Date | | | Number of Shares of Common Stock | | | Acquisition (A) or Disposition (D) | | | Transaction Description Code |
Olu Beck | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
David B. Biegger | | | 05/17/2023 | | | 1,872 | | | A | | | A |
Daryl G. Brewster | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
Lawrence S. Coben | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
Todd Cunfer | | | 12/01/2022 | | | 22,381 | | | A | | | A |
| 03/13/2023 | | | 11,007 | | | A | | | A | ||
William B. Cyr | | | 11/26/2021 | | | 1,819 | | | A | | | P |
Walter N. George III | | | 11/24/2021 | | | 1,000 | | | A | | | P |
| 03/14/2022 | | | 1,422 | | | A | | | A | ||
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
Jacki S. Kelley | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
Scott Morris | | | 09/22/2021 | | | 3,989 | | | D | | | S |
Name | | | Transaction Date | | | Number of Shares of Common Stock | | | Acquisition (A) or Disposition (D) | | | Transaction Description Code |
Leta D. Priest | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
Craig D. Steeneck | | | 03/14/2022 | | | 1,422 | | | A | | | A |
| 03/13/2023 | | | 2,113 | | | A | | | A | ||
David J. West | | | — | | | — | | | — | | | — |
A. | | | Grant, award, or other acquisition of securities from the Company (such as an option) |
K. | | | Equity swaps and similar hedging transactions |
P. | | | Purchase of securities on an exchange or from another person |
S. | | | Sale of securities on an exchange or to another person |
D. | | | Sale or transfer of securities back to the Company |
F. | | | Payment of exercise price or tax liability using portion of securities received from the Company |
M. | | | Exercise or conversion of derivative security received from the Company (such as an option) |
G. | | | Gift of securities by or to the insider |
V. | | | A transaction voluntarily reported on Form 4 |
C. | | | Cancelled prior to vesting |
J. | | | Other (accompanied by a footnote describing the transaction) |
| | | Twelve Months Ended December 31 | | |||||||
| | | 2021 | | | 2020 | | | 2019 | | |
| | | (in thousands) | | |||||||
| Net loss | | | $(29,699) | | | $(3,188) | | | $(1,383) | |
| Depreciation and amortization | | | 30,468 | | | 21,125 | | | 15,921 | |
| Interest expense | | | 2,882 | | | 1,211 | | | 991 | |
| Income tax expense | | | 162 | | | 65 | | | 144 | |
| EBITDA | | | $3,813 | | | $19,213 | | | $15,673 | |
| Loss on equity method investment | | | 2,005 | | | — | | | — | |
| Loss on disposal of equipment | | | 1,000 | | | 1,805 | | | 787 | |
| Non-cash share-based compensation | | | 24,998 | | | 10,925 | | | 7,834 | |
| Launch expense(a) | | | 3,130 | | | 3,421 | | | 4,563 | |
| Plant start-up expenses(b) | | | 4,868 | | | 5,962 | | | — | |
| Equity offering expenses(c) | | | — | | | 58 | | | 302 | |
| Enterprise Resource Planning(d) | | | 1,379 | | | 1,682 | | | — | |
| COVID-19 expense(e) | | | 1,758 | | | 3,854 | | | — | |
| Adjusted EBITDA | | | $42,951 | | | $46,920 | | | $29,159 | |
| | TWELVE MONTHS ENDED DECEMBER 31 | |||||||
| | 2022 | | | 2021 | | | 2020 | |
| | (in thousands) | |||||||
Net loss | | | $(59,494) | | | $(29,699) | | | $(3,188) |
Depreciation and amortization | | | 34,555 | | | 30,468 | | | 21,125 |
Interest expense | | | 5,208 | | | 2,882 | | | 1,211 |
Income tax expense | | | 282 | | | 162 | | | 65 |
EBITDA | | | $(19,449) | | | $3,813 | | | $19,213 |
Loss on equity method investment | | | 3,731 | | | 2,005 | | | — |
Loss on disposal of equipment | | | 396 | | | 1,000 | | | 1,805 |
Non-cash share-based compensation | | | 26,092 | | | 24,998 | | | 10,925 |
Equity offering fees(a) | | | — | | | — | | | 58 |
Enterprise Resource Planning(b) | | | 8,558 | | | 1,379 | | | 1,682 |
COVID-19 expense(c) | | | 1,758 | | | 1,758 | | | 3,854 |
Organization changes(d) | | | 734 | | | — | | | — |
Adjusted EBITDA | | | $20,062 | | | $34,953 | | | $37,537 |
(a) |
Represents fees associated with public offerings of our |
(b) | Represents implementation, amortization of deferred implementation costs and other costs associated with the implementation of an ERP system. |
(c) | Represents COVID-19 expenses including (i) costs incurred to protect the health and safety of our employees during the COVID-19 pandemic, (ii) temporary increased compensation expense to ensure continued operations during the pandemic, and (iii) costs to mitigate potential supply chain disruptions during the pandemic. |
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Options ($)(2)(7) | | | Stock Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | |
| William B. Cyr(6) Chief Executive Officer | | | 2021 | | | 600,000 | | | — | | | — | | | 153,440 | | | 11,600 | | | 765,040 | |
| 2020 | | | 600,000 | | | 14,701,112 | | | — | | | 545,940 | | | 11,400 | | | 15,858,452 | | |||
| 2019 | | | 600,000 | | | — | | | — | | | 555,750 | | | 11,200 | | | 1,166,950 | | |||
| Scott Morris President and Chief Operating Officer | | | 2021 | | | 490,000 | | | — | | | — | | | 80,556 | | | 11,600 | | | 582,156 | |
| 2020 | | | 475,000 | | | 11,342,468 | | | — | | | 288,135 | | | 11,400 | | | 12,117,003 | | |||
| 2019 | | | 415,000 | | | — | | | — | | | 311,220 | | | 11,200 | | | 737,420 | | |||
| Heather Pomerantz(8) Chief Financial Officer | | | 2021 | | | 425,000 | | | — | | | — | | | 58,225 | | | 10,921 | | | 494,146 | |
| 2020 | | | 400,000 | | | 7,972,163 | | | — | | | 196,106 | | | 9,846 | | | 8,578,115 | | |||
| — | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Stephen L. Weise Executive Vice President, Operations | | | 2021 | | | 350,000 | | | — | | | — | | | 38,360 | | | 11,600 | | | 399,960 | |
| 2020 | | | 285,000 | | | 7,450,526 | | | — | | | 112,254 | | | 11,400 | | | 7,859,180 | | |||
�� | 2019 | | | 279,375 | | | 140,568 | | | — | | | 139,555 | | | 11,200 | | | 570,698 | | |||
| Cathal Walsh Managing Director Europe | | | 2021 | | | 429,231 | | | — | | | 149,977 | | | 35,275 | | | — | | | 614,483 | |
| 2020 | | | 285,000 | | | 3,204,674 | | | — | | | 103,767 | | | — | | | 3,593,441 | | |||
| 2019 | | | 333,269 | | | 139,846 | | | — | | | 119,949 | | | — | | | 593,064 | |
| | | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| William B. Cyr | | | 9/6/2016 | | | 1,000,000 | | | — | | | — | | | 10.23 | | | 9/6/2026 | | | — | | | — | | | — | | | — | |
| 12/24/2020 | | | 13,672 | | | 54,688(1) | | | 205,079(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | | |||
| Scott Morris | | | 9/27/2016 | | | 87,000 | | | — | | | — | | | 8.90 | | | 9/27/2026 | | | — | | | — | | | — | | | — | |
| 4/3/2017 | | | 81,949 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | | |||
| 4/1/2020 | | | 5,204 | | | 5,207(3) | | | 5,207(4) | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | | |||
| 12/24/2020 | | | 10,254 | | | 41,016(1) | | | 153,809(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | | |||
| Heather Pomerantz | | | 1/12/2020 | | | 10,000 | | | 5,000(3) | | | — | | | 60.70 | | | 1/12/2030 | | | — | | | — | | | — | | | — | |
| 4/1/2020 | | | 3,286 | | | 6,578(3) | | | — | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | | |||
| 12/24/2020 | | | 6,836 | | | 27,344(1) | | | 102,539(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | | |||
| Stephen L. Weise | | | 5/10/2016 | | | 455 | | | — | | | — | | | 9.05 | | | 5/10/2026 | | | — | | | — | | | — | | | — | |
| 9/27/2016 | | | 45,200 | | | — | | | — | | | 8.90 | | | 9/27/2026 | | | — | | | — | | | — | | | — | | |||
| 4/3/2017 | | | 23,173 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | | |||
| 3/30/2018 | | | 8,046 | | | — | | | — | | | 16.45 | | | 3/30/2028 | | | — | | | — | | | — | | | — | | |||
| 4/1/2019 | | | 4,709 | | | 1,179(5) | | | 1,178(4) | | | 42.29 | | | 4/1/2029 | | | — | | | — | | | — | | | — | | |||
| 4/1/2020 | | | 1,642 | | | 1,645(3) | | | 1,645(4) | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | | |||
| 12/24/2020 | | | 6,836 | | | 27,344(1) | | | 102,539(2) | | | 142.79 | | | 12/24/2030 | | | — | | | — | | | — | | | — | | |||
| Cathal Walsh | | | 5/10/2016 | | | 20,463 | | | — | | | — | | | 9.05 | | | 5/10/2026 | | | — | | | — | | | — | | | — | |
| 4/3/2017 | | | 15,449 | | | — | | | — | | | 11.00 | | | 4/3/2027 | | | — | | | — | | | — | | | — | | |||
| 3/30/2018 | | | 16,092 | | | — | | | — | | | 16.45 | | | 3/30/2028 | | | — | | | — | | | — | | | — | | |||
| 4/1/2019 | | | 4,546 | | | 2,274(5) | | | — | | | 42.29 | | | 4/1/2029 | | | — | | | — | | | — | | | — | | |||
| 4/1/2020 | | | 1,643 | | | 3,289(3) | | | — | | | 63.87 | | | 4/1/2030 | | | — | | | — | | | — | | | — | | |||
| 10/1/2020 | | | 11,665 | | | 23,335(6) | | | — | | | 111.65 | | | 10/1/2030 | | | — | | | — | | | — | | | — | | |||
| 10/1/2020 | | | — | | | — | | | 20,000(7) | | | 111.65 | | | 10/1/2030 | | | — | | | — | | | — | | | — | | |||
| 3/11/2021 | | | — | | | — | | | — | | | — | | | — | | | 956(8) | | | — | | | — | | | 149,977(9) | |
| NAME | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | | VALUE REALIZED ON EXERCISE ($)(1) | |
| William B. Cyr | | | — | | | — | |
| Scott Morris | | | 10,841 | | | 1,848,183 | |
| Heather Pomerantz | | | — | | | — | |
| Stephen L. Weise | | | 34,500 | | | 5,038,481 | |
| Cathal Walsh | | | 7,724 | | | 1,112,256 | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Total ($) | |
| Charles A. Norris(2) | | | 60,000 | | | 170,058 | | | 230,058 | |
| J. David Basto | | | 60,000 | | | 120,013 | | | 180,013 | |
| Olu Beck(7) | | | 62,500 | | | 120,013 | | | 182,513 | |
| Daryl G. Brewster(3) | | | 67,500 | | | 120,013 | | | 187,513 | |
| Lawrence S. Coben, Ph.D. | | | 60,000 | | | 120,013 | | | 180,013 | |
| Walter N. George III(4) | | | 67,500 | | | 120,013 | | | 187,513 | |
| Jacki S. Kelley(7) | | | 62,500 | | | 120,013 | | | 182,513 | |
| Leta D. Priest | | | 60,000 | | | 120,013 | | | 180,013 | |
| Craig D. Steeneck(5) | | | 70,000 | | | 120,013 | | | 190,013 | |
| William B. Cyr(6) | | | — | | | — | | | — | |
| 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)(1) | | | 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 | | | 2,495,647(2) | | | 89.00 | | | 736,643 | |
| Equity Compensation Plans Not Approved by Security Holders | | | 1,015,000(3) | | | 10.98 | | | — | |
| Total | | | 3,510,647 | | | | | 736,643 | |
| | | 2021 | | | 2020 | | |
| Audit Fees(1) | | | $1,085,000 | | | $1,028,500 | |
| Audit-Related Fees(2) | | | — | | | — | |
| Tax Fees | | | — | | | — | |
| All Other Fees(3) | | | $1,900 | | | $1,897 | |
| Total | | | $1,086,900 | | | $1,030,397 | |