DEF 14A of CSP Inc /Ma/
Filed Dec 30, 2024 · FY20240000356037-24-000075
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| 3. | approve and adopt the CSP Inc. 2025 Stock Incentive Plan |
How many votes are required to approve and adopt to the 2025 CSP Stock Incentive Plan (Proposal Three)?
How many votes are required to approve and adopt to the 2025 CSP Stock Incentive Plan (Proposal Three)? To be approved, Proposal Three requires the affirmative vote of the majority of the shares of common stock entitled to vote and present in person or represented by proxy at the Annual Meeting. You may cast a vote “FOR” or “AGAINST” the proposal, or you may abstain. Because approval requires a majority of the votes cast, a vote to abstain is equivalent of a vote “AGAINST” the proposal. A broker “non-vote” will not be counted as a vote cast and will have no impact on this proposal.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the time of our Annual Meeting, our Board of Directors will consist of five members, however currently the Board of Directors consists of seven members. The Board, upon recommendation of the Nominating Committee, unanimously nominated the five directors listed below for election to the Board at the Annual Meeting. Each of the five nominees currently serves as a member of the Board. Blackmon and James, current Board members, will not seek re-election, with their departures from the board effective on February 4, 2025. Directors elected at the Annual Meeting will hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. If you withhold authority to vote with respect to the election of any of our nominees, your shares will not be voted in favor of such nominee’s election. However, your shares will be counted for purposes of determining whether there is a quorum.
Nominees for Election
Nominees for Election Listed below are the nominees with his or her age, the year he or she was first elected as a director of the Company, his or her business experience, as well as the director’s particular experiences, qualifications, attributes and skills that led our Board to conclude that the director should serve as a member of our Board.
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Victor Dellovo (55) | Director of CSPI since August 2012; President and Chief Executive Officer since August 2012; President of Modcomp’s worldwide operations since October 2010; President of Modcomp’s U.S. operations from October 2005 to September 2010; President of Modcomp’s Systems and Solutions division, a subsidiary of CSP Inc. from June 2003 to September 2005, following Modcomp’s acquisition of Technisource Hardware Inc., a company he co-founded in 1997. Mr. Dellovo is an industry veteran with more than 24 years of technology industry experience and leadership, as well as comprehensive knowledge of the Company and its operations. Prior to becoming our Chief Executive Officer Mr. Dellovo led our Modcomp Inc. subsidiary, currently known as CSPi Technology Solutions, for four years. He managed all facets of Modcomp Inc.’s domestic and international business, a role that provided him with insight into our operations and the challenges and opportunities faced by the Company. In addition, his prior positions with Technisource Hardware Inc. as an executive, a co-founder and in various sales and engineering positions have given him a strong knowledge and understanding of the technology industry. Mr. Dellovo’ s experience in the industry and in executive management, coupled with his in-depth knowledge of our Company, contributes to his selection as our President and CEO by our Board and facilitates the Board’s strategic and financial planning as well as other critical management functions. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Ismail “Izzy” Azeri (46) | Director of CSPI since January 2016; President and Co-founder of mabl, a software company that uses machine intelligence to automate routine engineering tasks, from January 2017 to the present; Senior Product Manager-Cloud, for Google, responsible for pricing, packaging, and discount strategy across overall Google Cloud Platform businesses, from May 2014 to January 2017; Founder, President and Board Chairman of Stackdriver, a cloud-based infrastructure monitoring company that that was acquired by Google in January 2014 from July 2012-May 2014, which was acquired by Google in January 2014; Executive in Residence at Bain Capital Ventures, a venture capital firm, where he evaluated new investment opportunities within software landscape, from March 2012 to July 2012; various positions at Acronis, a leader in disaster recovery software for the SMB segment in sales and marketing and strategic and corporate development, from July 2009 to January 2012; Director corporate business development, VMware Inc., a software company, responsible for acquisitions, venture investments and strategy from May 2006-July 2009; served on the Boards of VMware International from 2006-2009 and Board advisor for VMTurbo from 2009 to 2022; various positions and corporate development, EMC Corp., computer storage company, from May 1996-May 2006. Mr. Azeri has 24 years of managerial experience in operations, strategic partnerships and business development for some of the leading technology organizations in the world. He provides the Board extensive experience in software, cloud and technology products and services, and an in-depth understanding of the software and cloud-based technology that will assist us with product and service strategy for both of our business segments. He is also an expert in technology with significant business development and strategic planning experience, plus he has Board experience. This expertise and experience qualify him to serve as a Board member. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Anthony Folger (52) | Director since December 2024, Executive Vice President and Chief Financial Officer at Progress Software (NASDAQ: “PRGS”), a provider of enterprise software products for the development, deployment and management of responsible, AI-powered applications, from January 2020 to the present; Chief Financial Officer and Treasurer at Carbonite (NASDAQ: “CARB”), a leading cloud-based data protection provider, from January 2013 until December 2019 when Carbonite was acquired by OpenText Corporation; Chief Financial Officer at Acronis, a leading provider of disaster recovery and secure access solutions, from November 2008 to December 2012 and as Corporate Controller from June 2006 to October 2008; Finance Director at Starent Networks, a leading provider of network infrastructure solutions for mobile operators, from January 2005 to June 2006; Audit Manager at PwC, from January 2004 to January 2005; Corporate Controller at Marketmax, a provider of planning software for the retail industry, from October 2001 to October 2003; Corporate Controller at Habama, a startup and provider of content management and collaboration solutions from July 2000 to July 2001; various positions within the audit practice of Deloitte, from July 1994 to July 2000. Mr. Folger has more than 30 years of financial and operational experience, including more than a decade serving as a public company chief financial officer. He has extensive experience with capital markets and his expertise in accounting, financial reporting and controls qualifies him as an “audit committee financial expert” under SEC rules and further qualifies him to serve as a member of the Board of Directors. |
Nominees for Election
| Name and Age | Business Affiliations, Qualifications and Directorships | | Stephen Webber (54) | Director since December 2024, COO and CFO of Quickbase, a low code no code software company owned by Vista Equity, from October 2020 to the present; CFO of Carbon Black, a publicly traded security software company sold to VMware Inc. in October 2019 from March 2019 to September 2020; COO and CFO of Syniti, a private software and services company owned by Bridge Growth Partners from September 2017 to Match 2019; CFO of Cynosure, a publicly traded medical device technology company from October 2016 to September 2017, which was sold to Hologic in March 2017; various senior financial roles at EMC Corporation from April 1996 to September 2016 including SEC and corporate reporting, financial planning and analysis, financial business leader for the services division and software divisions; Audit Senior at Deloitte from September 1992 to April 1996 where he became a certified public accountant. Mr. Webber has over 30 years of financial management experience and was a certified public accountant. His extensive executive management and financial experience adds invaluable knowledge to our Board. He has an expertise in accounting, financial reporting and controls and experience as a chief financial officer of both public and private companies qualifies him as an “audit committee financial expert” under SEC rules and further qualifies him to serve as a member of the Board of Directors. | | Marilyn T. Smith (76) | Director of CSPI since July 2013; Retired Vice President for Information Technology and Chief Information Officer (CIO) for George Mason University, December 2013 to December 2021; Head of Information Services and Technology CIO, Massachusetts Institute of Technology (MIT), 2009 to 2013; President of Life Insurance Co. of the Hanover Insurance Group, and various other management positions from 2000 to 2009; Vice President and CIO for multiple information systems groups within Liberty Mutual Insurance Co. and various positions at John Hancock Financial Services prior to 2000. Ms. Smith’s operational executive management experience, knowledge and experience and her former position as CIO at George Mason University and MIT brings a unique understanding of the technology markets to the Board and qualifies her for service as a director of our Company. |
Nominees for Election
We believe that the qualifications for serving as a director of CSPI include significant accomplishment in a director’s field, together with an ability to make a meaningful contribution to the Board’s oversight of business affairs. Each director must also have an excellent record and reputation for honesty and ethical conduct in both his and her professional and personal activities. We consider Messrs. Azeri, Dellovo, Folger, Webber and Ms. Smith to meet these qualifications, which the Board believes makes each of them well qualified to serve as a director of CSPI. The Board’s five director-nominees for election at the Annual Meeting – Victor Dellovo, Ismail “Izzy” Azeri, Anthony Folger, Stephen Webber and Ms. Marilyn T. Smith − have been recommended to the Board by the Nominating Committee and unanimously nominated. The Board of Directors unanimously recommends that you affirmatively vote “FOR” the election of each of Ms. Smith and Messrs. Azeri, Dellovo, Folger and Webber to serve as a director of the Company. Unless marked to the contrary, proxies received will be voted “FOR” the election of each of the nominees listed above.
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS The following table and footnotes provide certain information regarding the fiscal year 2024 compensation of CSPI’s non-employee directors.
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| Name (a) | Fees Earned or Paid in Cash(1) (b) | Stock Awards2,(c) | Total (h) | | Izzy Azeri | $30,104 | $111,150 | $141,254 | | Charles Blackmon | $37,604 | $111,150 | $148,754 | | C. Shelton James | $55,104 | $111,150 | $166,254 | | Marilyn Smith | $37,604 | $111,150 | $148,754 |
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
Notes:
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 1. | Each non-employee director receives (a) a $23,000 annual cash retainer, (b) an additional $552 annual retainer for each Committee membership, (c) a meeting fee of $1,500 per quarterly board and committee meeting, and (d) out of pocket travel expenses in connection with the meetings. In addition, the non-executive Chairman of the Board receives an annual fee of $25,000, and the chairpersons of the Audit Committee and of the Compensation Committee each receives an annual fee of $7,500. Mr. James served as Chairman of the Board during fiscal 2024. |
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 2. | On February 7, 2024 each non-employee director received a restricted stock award of 10,000 shares of common stock. The restricted stock awards vest in full on February 3, 2025. The restricted stock awards do not reflect compensation actually received by the non-employee directors. Instead, the amounts in the stock awards column reflect the aggregate award date fair value computed in accordance with FASB ASC Topic 718. The awards date fair value of a share of restricted stock was the closing price of our common stock on the Nasdaq GM on the date of grant ($11.115 on February 7, 2024). As of September 30, 2024, the aggregate number of stock awards outstanding held by our non-employee directors was: 40,000 restricted stock or 10,000 for each Board member. (a) |
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| 3. | Messrs. Webber and Folger joined the Board of Directors on December 20, 2024, and did not receive any compensation for fiscal year 2024. |
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation(5) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(8) ($) (h) | All Other Compensation(9) ($) (i) | Total ($) (j) | | Victor Dellovo, President and CEO | 2024 | $472,500 | — | $637,000(1) | — | $65,438(6) | $(39,905) | $63,544 | $1,198,577 | | | 2023 | $472,500 | — | $343,700(2) | — | $425,537(7) | $58,102 | $51,111(10) | $1,350,950 | | Gary Levine, CFO, Treasurer and Secretary | 2024 | $213,500 | — | $154,700(3) | — | $9,608(6) | $(34,206) | $3,754 | $347,356 | | | 2023 | $213,500 | — | $83,470(4) | — | $115,369(7) | $40,092 | $3,754 | $456,185 | | Gary Southwell, Vice President and General Manager of High Performance Products (HPP) | 2024 | $215,000 | — | $273,000(3) | — | $13,102(6) | — | $3,762 | $504,864 | | | 2023 | $215,000 | — | $68,740(4) | — | $35,000(7) | — | $3,762 | $322,502 | | Mike Newbanks, Vice President of Finance and CAO | 2024 | $178,500 | — | $154,700(3) | — | $38,033(6) | — | $3,124 | $374,357 | | | 2023 | $178,500 | — | $83,470(4) | — | $105,743(7) | — | $1,891 | $369,604 |
2024 SUMMARY COMPENSATION TABLE
Notes:
2024 SUMMARY COMPENSATION TABLE
| 1. | On January 5, 2024, Mr. Dellovo received a restricted stock award of 70,000 shares of common stock. The grant date fair value per share of restricted stock was $9.10, the closing price on the date of award. The restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2024 SUMMARY COMPENSATION TABLE
| 2. | On January 6, 2023, Mr. Dellovo received a restricted stock award of 70,000 shares of common stock. The grant date fair value per share of restricted stock was $4.91, the closing price on the date of award. The restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2024 SUMMARY COMPENSATION TABLE
| 3. | On January 5, 2024, Messrs. Levine and Newbanks each received a restricted stock award of 17,000 shares of common stock. On January 5, 2024, Mr. Southwell received a restricted stock award of 30,000 shares of common stock. The grant date fair value per share of restricted stock was $9.10, the closing price on the date of award. Each restricted stock award vests over four years from the date of the award at a rate of 25% per year. |
2024 SUMMARY COMPENSATION TABLE
| 4. | On January 6, 2023, Messrs. Levine and Newbanks each received a restricted stock award of 17,000 shares of common stock. On January 6, 2023, Mr. Southwell received a restricted stock award of 14,000 shares of common |
2024 SUMMARY COMPENSATION TABLE
stock. The grant date fair value per share of restricted stock was $4.91, the closing price on the date of award. Each restricted stock award vests over four years from the date of the award at a rate of 25% per year.
2024 SUMMARY COMPENSATION TABLE
| 5. | Payments are based on achievement of the (i) Company earnings before taxes (EBIT) per share target for Messrs. Dellovo, Levine and Newbanks and HPP revenue and operating income for Mr. Southwell, which represented 85% of the target Non-Equity Incentive Plan Compensation in 2024 and 2023 and (ii) Key Performance Indicators (KPI) for such named executive officer, which represented 15% of the target. (iii) in 2024 if the Company earnings before tax bonus wasn’t achieved and TS division achieved its EBIT targets Messrs. Dellovo and Newbanks would achieve a Special bonus of $30,000 in fiscal year 2024 and in fiscal year 2023 and the bonus would increase for overachieving the target. In 2024 and 2023 Messrs. Dellovo and Newbanks bonuses were calculated for both EBIT and TS bonuses and the larger of two calculations was the amount paid to the named executive officer. |
2024 SUMMARY COMPENSATION TABLE
| 6. | Mr. Dellovo had a target bonus of 50% of his base salary, of which 85% was based on achievement of EBIT goals and 15% was based on KPI. Mr. Levine had a target bonus of 30% of base salary, of which 85% was based on the achievement of EBIT goals and 15% was based on KPI. Mr. Southwell had a target bonus of 50% of his base salary, of which 85% was based on the achievement of HPP revenue and operating income goals and 15% of which was based on KPI. Mr. Newbanks’ bonus was based on the TS Division operational results and KPIs. In 2024, Non-Equity Incentive Plan Compensation based on the levels of achievement of these goals, Messrs. Dellovo, Levine, and Newbanks did not receive bonuses related to EBIT goals as 0% of the goals were achieved. Dellovo and Newbanks received a special $30,000 bonus for TS Division operational results, as described above, in addition to their KPIs bonus. Levine received his KPI bonus. Mr. Southwell received a bonus related to his KPI, but did not receive any incentive compensation related to HPP revenue and operating income. |
2024 SUMMARY COMPENSATION TABLE
| 7. | Mr. Dellovo had a target bonus of 50% of his base salary, of which 85% was based on achievement of EBIT goals and 15% was based on KPI. Mr. Levine had a target bonus of 30% of base salary, of which 85% was based on achievement of EBIT goals and 15% was based on KPI. Mr. Southwell had a target bonus of 50% of his base salary, of which 85% was based on the achievement of HPP revenue and operating income goals and 15% of which was based on KPI. Mr. Newbanks’ bonus was based on the TS Division operational results and KPIs. In 2024, Non-Equity Incentive Plan Compensation based on the levels of achievement of these goals, Messrs. Dellovo, Levine, and Newbanks received bonuses of 194% of target. Mr. Southwell received a bonus of 33% of target. |
2024 SUMMARY COMPENSATION TABLE
| 8. | The Company provides to Messrs. Dellovo and Levine a supplemental “death benefit” retirement plan. The benefits are vested for Mr. Levine. Upon retirement, the plan provides for an annual payout of approximately $250,000 for five years for Mr. Dellovo and $50,000 for twenty years for Mr. Levine. For more information, see Note 14 to our Consolidated Financial Statements as of and for the years ended September 30, 2024, and 2023 filed with our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. |
2024 SUMMARY COMPENSATION TABLE
| 9. | Mr. Dellovo received $7,574 and $6,778 in employer contributions to his 401(k) plan for 2024 and 2023 respectively. In fiscal year 2024 the Company incurred a depreciation expense of $15,565 for the car purchased in fiscal year 2023 for Mr. Dellovo’s use. In fiscal year 2023 the Company leased a car for 6 months with a cost of $9,085. When the lease ended, the company purchased a car for $85,000 with an expected useful life of 5 years, and the company incurred a depreciation expense of $8,500. An undocumented compensation program allowed Mr. Dellovo to use credit card points for his own use. Mr. Dellovo also received $40,405 related to the use of credit card points. The credit card point program was terminated on August 16, 2024 and Mr. Dellovo paid back $4,822. For Messrs. Levine, Southwell, and Newbanks the amounts of All Other Compensation for 2024 and 2023, respectively, were for the employer’s contributions to the 401(k) plan. |
2024 SUMMARY COMPENSATION TABLE
| 10. | Adjusted for undocumented compensation agreement with regards to the use of credit card points discussed in note 9, which resulted in undisclosed compensation in the amount of $26,748. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our company for each of the last two completed fiscal years. The table below presents information on the compensation of our principal executive officer (“PEO”) and our other named executive officers (“NEOs”) in comparison to certain performance metrics for 2024 and 2023. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Compensation of Executive Officers.”
PAY VERSUS PERFORMANCE
| 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 average actually paid to non-PEO NEOs(4) | Value of initial fixed $100 investment based on Total Shareholder Return (TSR) (5) | Net (Loss) Income(6) | | 2024 | $1,198,577 | $2,028,516 | $408,859 | $601,982 | $149.66 | $(326,000) | | 2023 | $1,350,950 | $2,286,676 | $383,678 | $564,390 | $245.34 | $5,204,000 |
PAY VERSUS PERFORMANCE
| (1) The amounts of total compensation reported for Mr. Dellovo, our PEO, for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The amounts represent the executive compensation actually paid to Mr. Dellovo as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid to Mr. Dellovo during the applicable fiscal year. See the table directly below these footnotes for calculation. |
PAY VERSUS PERFORMANCE
| (3) The amounts reported represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The non-PEO NEOs include Gary Levine, CFO, Treasurer and Secretary, Gary Southwell, Vice President and General Manager of High Performance Products (HPP), and Mike Newbanks, Vice President of Finance and CAO. |
PAY VERSUS PERFORMANCE
| (4) The amounts reported represent the average amount of executive compensation actually paid for the non-PEO NEOs as a group as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable fiscal year. See the table directly below these footnotes for calculation. |
PAY VERSUS PERFORMANCE
| (5) 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 Company’s share price as the end and the beginning of the measurement period by the Company’s share price as the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (6) Net (loss) income represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
PAY VERSUS PERFORMANCE
The table below represents the amount of compensation actually paid to the PEO and average for Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual compensation earned or paid during the applicable fiscal year.
PAY VERSUS PERFORMANCE
| | PEO | | Average for Non-PEO NEO’s | | | | 2024 | 2023 | 2024 | 2023 | | Total from Summary Compensation Total (SCT) | $1,198,577 | $1,350,950 | $408,859 | $383,678 | | Less the amounts or average amounts reported under the Stock Awards column in the SCT | $(637,000) | $(343,700) | $(194,133) | $(78,560) | | Plus year-end value of stock grants awarded in the applicable fiscal year that are unvested and outstanding as of the end of the applicable fiscal year | $909,300 | $612,500 | $277,120 | $140,000 | | Plus the change in fair value of prior year awards that are outstanding and unvested as of the end of the applicable fiscal year | $447,320 | $525,810 | $91,160 | $93,649 | | Plus the change in fair value as of the vesting date of prior year awards that vested at the end of or during the applicable fiscal year | $28,075 | $91,485 | $5,340 | $17,758 | | Add dividends paid in fiscal year | $82,244 | $49,631 | $13,637 | $7,865 | | Equals compensation actually paid in fiscal year | $2,028,516 | $2,286,676 | $601,982 | $564,390 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The table below shows outstanding equity awards held by our named executive officers as of the fiscal year ended September 30, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Grant Date of Shares of Stock That Have Not Vested | Number of Shares of Stock that have not Vested(1) (#) (g) | Market Value of Shares of Stock that have not Vested(2) ($) (h) | | Victor Dellovo | — | — | — | — | 1/4/2021 | 15,000 | $194,850 | | | — | — | — | — | 1/6/2022 | 38,000 | $493,620 | | | — | — | — | — | 1/6/2023 | 52,500 | $681,975 | | | — | — | — | — | 1/5/2024 | 70,000 | $909,300 | | Gary Levine | — | — | — | — | 1/4/2021 | 3,000 | $38,970 | | | — | — | — | — | 1/6/2022 | 7,000 | $90,930 | | | — | — | — | — | 1/6/2023 | 12,750 | $165,623 | | | — | — | — | — | 1/5/2024 | 17,000 | $220,830 | | Gary Southwell | — | — | — | — | 1/4/2021 | 2,500 | $32,475 | | | — | — | — | — | 1/6/2022 | 6,000 | $77,940 | | | — | — | — | — | 1/6/2023 | 10,500 | $136,395 | | | — | — | — | — | 1/5/2024 | 30,000 | $389,700 | | Mike Newbanks | — | — | — | — | 1/4/2021 | 3,000 | $38,970 | | | — | — | — | — | 1/6/2022 | 7,000 | $90,930 | | | — | — | — | — | 1/6/2023 | 12,750 | $165,623 | | | — | — | — | — | 1/5/2024 | 17,000 | $220,830 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
Notes:
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| 1. | The restricted stock awards vest in equal installments on the first four anniversaries of the grant date. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| 2. | Value is calculated by multiplying the number of restricted stock awards that have not vested by the closing price of our common stock on the NASDAQ Global Market ($12.99) on September 30, 2024. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
PROPOSAL TWO: