| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Management Incentive Compensation Plan
On April 3, 2023, upon the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), the Board (and with respect to that of Kenneth D. Knight, the Company’s Chief Executive Officer (the “CEO”), all of the independent members of the Board) approved a management incentive compensation plan for the 2023 fiscal year (the “Management Incentive Plan”). Under the Management Incentive Plan, the Company’s executive officers, as well as other specified senior level employees that are participants in the Management Incentive Plan, may be eligible to receive incentive compensation in the form of cash payments based on the level of achievement of specified 2023 performance goals related to cash burn, revenue, and gross margin. Eligibility to participate in the Management Incentive Plan and actual award amounts are not guaranteed and are determined at the discretion of the independent members of the Board or the Compensation Committee. The Board retains sole discretion to modify, change, or terminate the Management Incentive Plan, and with the approval of the independent members of the Board or the Compensation Committee, has full discretion to modify the payout amounts. Potential payouts under the Management Incentive Plan may be as low as 0% and may exceed 100% of target cash amounts based on relative achievement of the 2023 performance goals, and will be determined no later than March 15, 2024. 100% of the payouts awarded pursuant to the Management Incentive Plan will be paid following the determination date, subject to continued service. Target cash bonus amounts at 100% payout for the Company’s executive officers are as follows: Kenneth D. Knight—$1,125,000; Roxi (Yafei) Wen—$500,000; Thomas R. Brida—$275,400; and Robert L. Nussbaum—$270,000.
Executive Management Salaries
On April 3, 2023, upon the recommendation of the Compensation Committee, the Board approved increases in base salaries for certain of the Company’s executive officers as well as a specified senior level employee. Resulting base salaries for the affected Company’s executive officers are as follows: Roxi (Yafei) Wen—$500,000 (increase of $25,000); Thomas R. Brida—$459,000 (increase of $34,000); and Robert L. Nussbaum—$450,000 (increase of $50,000).
Retention Equity Grants and Cash Payments
On April 3, 2023, upon the recommendation of the Compensation Committee, the Board (and with respect to that of the CEO, all of the independent members of the Board) approved (i) grants of retention restricted stock units (“Retention RSUs”) under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) to the Company’s executive officers as well as other specified senior level employees and (ii) cash retention payments (“Retention Payments”) to certain of the Company’s executive officers as well as other specified senior level employees. The shares of common stock underlying Retention RSUs will vest in equal annual installments over a three-year period, subject to continued service, with the first installment vesting on May 15, 2024. Each equity award is subject to the terms and conditions of the 2015 Plan and the applicable stock award agreements. Retention RSUs for the Company’s executive officers are as follows: Kenneth D. Knight—1,200,000 Retention RSUs; Roxi (Yafei) Wen—300,000 Retention RSUs; Thomas R. Brida—300,000 Retention RSUs; and Robert L. Nussbaum—155,000 Retention RSUs. The Retention Payments will be paid in equal annual installments over a three-year period, subject to continued service, with the first installment paid on May 15, 2024. The aggregate amount of the Retention Payments for certain of the Company’s executive officers are as follows: Kenneth D. Knight—$1,000,000; Roxi (Yafei) Wen—$500,000; and Thomas R. Brida—$400,000.
Retention Bonuses
On April 3, 2023, upon the recommendation of the Compensation Committee, the Board (and with respect to that of the CEO, all of the independent members of the Board) approved cash retention bonuses for the 2023 fiscal year for the Company’s executive officers, as well as other specified senior level employees. 50% of the retention bonuses will be paid at the end of June 2023, with the remaining 50% paid at the end of December 2023, subject to continued service. The aggregate amount of the retention bonuses for the Company’s executive officers are as follows: Kenneth D. Knight—$500,000; Roxi (Yafei) Wen—$250,000; Thomas R. Brida—$80,000; and Robert L. Nussbaum—$80,000.
