DEF 14A of INVE Technologies, Inc., Apr 30, 2025

DEF 14A of INVE Technologies, Inc.

Filed Apr 30, 2025 · FY20240000950170-25-061183

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The number of authorized directors is six. Our Certificate of Incorporation currently provides that our Board of Directors is divided into three classes with staggered three-year terms. Two directors serve in Class I (whose terms expire at the 2026 Annual Meeting), two directors serve in Class II (whose terms expire at the Annual Meeting), and two directors serve in Class III (whose terms expire at the 2027 Annual Meeting). Notwithstanding the foregoing, as further explained in Proposal 1, if Proposal 1 is approved by stockholders, our Certificate of Incorporation will be amended to eliminate our classified Board of Directors structure, and all members of our Board of Directors will be elected at the Company’s 2026 Annual Meeting and at each annual meeting thereafter will serve one-year terms. Unless otherwise instructed, the proxy holders named in the proxy card will vote the proxies received by them for Ms. Angelini and Mr. Ousley, who currently serve as Class II directors. In the event that the nominees are unable or decline to serve as a director at the time of the Annual Meeting, the proxies received by the proxy holder named in the proxy card will be voted for any nominee who is subsequently designated by the Board of Directors to fill the vacancy. We do not expect, however, that the nominees will decline to serve as directors at the Annual Meeting, as they have agreed to serve if elected. The nominees for Class II directors receiving the highest number of votes will be elected as Class II directors. If Proposal 1 is approved, the nominees for Class II directors elected at the Annual Meeting will serve for a one-year term expiring at the 2026 Annual Meeting and shall hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal. If Proposal 1 is not approved, the nominees for Class II directors elected at the Annual Meeting will serve for a three-year term expiring at the 2028 Annual Meeting and shall hold office until their respective successors have been elected and qualified, or upon their earlier death, resignation or removal. Set forth below is information as of April 14, 2025 about the nominees and each of the current directors who will continue in office following the Annual Meeting:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | CLASS I DIRECTORS | | | | | Miguel A. Lopez | 65 | Director | 2025 | | Kirsten F. Newquist | 58 | Director, Chief Executive Officer | 2024 | | CLASS II NOMINEES | | | | | Laura Angelini | 61 | Director Nominee | 2022 | | James E. Ousley | 79 | Director Nominee and Chairman | 2014 | | CLASS III DIRECTORS | | | | | Gary Kremen | 61 | Director | 2014 | | Richard E. Kuntz, M.D. | 68 | Director | 2022 |

  3. Class II Nominees

    Class II Nominees Laura Angelini has served as a director of the Company since October 2022. Ms. Angelini served as General Manager of the Renal Care Global Business Unit at Baxter International Inc. (NYSE: BAX), a healthcare company, from October 2016 to July 2021. Prior to that, Ms. Angelini served in various roles at Johnson & Johnson (NYSE: JNJ), a healthcare company, from July 1991 to September 2016, including as President of North America and Global Franchise Development of Vision Care from 2013 to 2016, Vice-President of Global Strategic Marketing of Ethicon from 2012 to 2013, and Vice President of Medical Devices & Diagnostics of Eastern Europe from 2010 to 2011. Over the course of her career, Ms. Angelini scaled businesses across global functions, led strategy design for profitability and market-leading performance, and created innovation strategies for digital transformation in healthcare and medical devices. Ms. Angelini currently serves as a member of the board of directors of Knowles Corporation (NYSE: KN), a global provider of specialty electronic components, Technimark LLC, a manufacturer of injection-molded packaging and components, DCC plc, a sales, marketing and support services group, and as a member of the board of trustees of Jacksonville University. Ms. Angelini received a bachelor’s degree from University La Sapienza, Rome Italy. Ms. Angelini brings to the Board of Directors substantial knowledge and experience in the healthcare industry, an important vertical for the Company’s growth strategy, scaling growth businesses, and driving commercialization of innovative technology solutions. Ms. Angelini’s experience in managing global operations for large, multinational healthcare companies and integrating leading-edge technology into their operational processes makes her a valuable addition to our Board of Directors. James (“Jim”) E. Ousley has served as the Chairman of the Board since September 2015 and as a director of the Company since July 2014. Mr. Ousley has more than 40 years of experience leading global technology and telecommunications organizations. In February 2025, he became Chief Executive Officer and President of Vitech, Inc., an insurance industry software, services and SaaS provider. Since July 2014, he has served as Senior Operating Managing Partner at CVC Growth Capital, a private equity and investment advisory firm. Previously, Mr. Ousley served as the Chief Executive Officer at Savvis, Inc., a provider of information technology services, from March 2010 to April 2013. Savvis was acquired by Lumen Technologies (formerly CenturyLink), where he served as Chief Executive Officer of Savvis and President of Enterprise Markets Group, which is now CenturyLink Technology Solutions, a global leader in cloud and managed solutions. Prior to Savvis, Mr. Ousley served as President and Chief Executive Officer of Vytek Wireless, Inc., a provider of wireless and mobile computing solutions, which was acquired by CalAmp, Inc., President and Chairman of Syntegra (USA), a division of BT Group plc (formerly British Telecommunications plc), a telecommunications holding company, and President and Chief Executive Officer of Control Data Systems, a technology company which was acquired by BT Group plc. Mr. Ousley has also held various executive management positions with Control Data Corporation, a mainframe and supercomputer firm. Mr. Ousley currently serves on the board of directors of Vitech, Inc., Global Cloud Xchange, Inc. (GCX), a provider of network services, Chayora Limited, an infrastructure developer and data center operator, and Health First Foundation - Northern Arizona, a healthcare fundraising foundation, and previously served on the board of directors of Omada, Inc., Skybox Security, Inc., Integra, Inc., Datalink, Inc., Savvis, Inc., ActivIdentity Corporation, Control Data Systems, Inc., Pacnet, Inc., Peak10, Bell Microproducts Inc., and other technology and network companies. Mr. Ousley brings to the Board of Directors his many years of experience as an executive officer of global technology companies. Mr. Ousley's significant knowledge of publicly listed global technology and telecommunications organizations and their customers, as well as his knowledge of cloud-based technology solutions and their commercialization, and extensive experience in corporate finance, private equity, mergers, acquisitions and value creation of technology growth companies, make him a valuable addition to our Board of Directors.

  4. Class I Directors

    Class I Directors Miguel (“Mick”) A. Lopez has served as a director of the Company since April 2025. Mr. Lopez currently serves on the board of directors of Zeekr Group (NYSE: ZK), a global electric vehicle company, and GoPro, Inc. (Nasdaq: GPRO), a consumer electronics and camera technology company. From June 2020 to November 2024, he served as Chief Financial Officer at Ribbon Communications (Nasdaq: RBBN), a provider of communications software and network solutions. Prior to that, Mr. Lopez served as Chief Financial Officer at Vista Outdoor Inc. (NYSE: VSTO), a designer and manufacturer of outdoor sports and recreation products, from April 2018 to May 2020, Veritas Technologies LLC, an enterprise data management software company, from February 2016 to July 2017, and Harris Corporation (currently L3 Harris Technologies, Inc. (NYSE: LHX)), a defense and communications technology company, from February 2014 to January 2016, and Aricent Group, a global engineering services company, from November 2011 to January 2014.Mr. Lopez has also held senior financial leadership roles at Cisco Systems, Inc. (Nasdaq: CSCO), a global networking and IT company, Tyco Fire & Security, a security and fire protection company, and International Business Machines Corporation (IBM) (NYSE: IBM), a multinational technology and consulting company. Mr. Lopez received his MBA from The University of Chicago and his BSBA from Georgetown University. He is a Certified Public Accountant (retired) in the State of Florida. Mr. Lopez brings to the Board of Directors his decades of strategic and financial expertise, his extensive experience in mergers and acquisitions, and his strong background in corporate governance. Mr. Lopez’s financial expertise and experience balancing growth, profitability, and capital decisions while navigating complex regulatory, risk, and macroeconomic challenges make him a valuable addition to our Board of Directors. Kirsten F. Newquist has served as the Company’s Chief Executive Officer and as a director of the Company since September 2024. Prior to that, from April 2024 to September 2024, she served as the Company’s President, IoT Solutions. Prior to joining the Company, she held increasingly senior roles at Avery Dennison Corporation (NYSE: AVY), a global materials science and digital identification solutions company, including as Global Vice President, Global Healthcare and Product Line Management at Avery Dennison Smartrac from October 2022 to September 2023, Global Vice President/General Manager at Avery Dennison Medical from June 2016 to October 2022, Vice President, Global Business Development at Avery Dennison Medical from June 2011 to June 2016, and Director of New Growth Platforms at Avery Dennison Corporation from May 2007 to June 2011. Prior to Avery Dennison, Ms. Newquist served as a Director at Copia Associates LLC, a private investment firm, from March 2005 to May 2007. From August 2001 to January 2005, Ms. Newquist served as Vice President, Corporate Development at Ancora Management Group, a mail services company that was acquired by Pitney Bowes Inc. (NYSE: BPI), a global shipping and mailing company, in November 2004. She also served as Director of Project Management at Iwerks Entertainment, a designer and manufacturer of software-based entertainment attractions, from January 1990 to August 1996. Ms. Newquist holds a B.S. in Mechanical Engineering from Stanford University and an M.B.A. from the Anderson School at University of California, Los Angeles. Ms. Newquist brings to the Board of Directors her insights into our business and her experience as our Chief Executive Officer and her many years of experience in corporate strategy, general management, and business development for Fortune 500 companies. Ms. Newquist’s significant experience in executive management, strategic planning, product marketing, new product development, project management, and global sales and marketing makes her a valuable addition to our Board of Directors.

  5. Class III Directors

    Class III Directors Gary Kremen has served as a director of the Company since February 2014. Mr. Kremen is an entrepreneur and has been an investor in over 100 private technology companies, private equity funds and venture capital funds. Companies he has founded or co-founded include Match.com (now Match Group), one of the world’s largest dating websites, Clean Power Finance (now Spruce Finance), a leading white-label residential solar finance company as well as Pace Avenue, a customer acquisition firm marketing renewable energy and energy efficiency solutions to low and moderate income households. Mr. Kremen is credited as the primary inventor on a 1995-filed patent for dynamic web pages as well as four other issued patents. Mr. Kremen serves as a board member and/or principal or managing partner to several private companies, including CapGain Solutions, a provider of financial services, and Voter.vote, a political outreach software company. Previously, Mr. Kremen served on the board of directors of Water Assurance Partners, LLC, a provider of agriculture water services, as well as several non-profit entities, including the Santa Clara Valley Water District, San Luis & Delta-Mendota Water Authority, San Francisquito Creek Joint Powers Authority, Delta Conveyance Finance Authority, and the University of California Merced Foundation. He holds two B.S. degrees: one in Electrical Engineering and the other in Computer Science, both from Northwestern University, as well as an M.B.A. from the Stanford University Graduate School of Business. Mr. Kremen brings to the Board of Directors his significant experience as a technology entrepreneur and strong expertise in corporate finance. His expertise with emerging technology companies, his knowledge of corporate finance and public markets, and his experience as a technology investor and connections to the investment community make him a valuable addition to our Board of Directors. Richard E. Kuntz, M.D. has served as a director of the Company since October 2022. Dr. Kuntz has served as Senior Vice President, Chief Medical and Scientific Officer of Medtronic plc, a medical device company, from January 2015 to May 2022, and of Medtronic, Inc. from August 2009 to December 2014. Prior to that, he was Senior Vice President and President of Medtronic Neuromodulation from October 2005 to August 2009. Prior to his 17 years at Medtronic, Dr. Kuntz was the Founder and Chief Scientific Officer of the Harvard Clinical Research Institute and he also served as Associate Professor of Medicine at Harvard Medical School, Chief of the Division of Clinical Biometrics, and an interventional cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. Dr. Kuntz also currently serves as a member of the board of directors of ZimVie Inc. (Nasdaq: ZIMV), a medical technology company since March 2022, Bactiguard Holding AB, a Swedish medical technology company, since October 2022, and DiaMedica Therapeutics, Inc. (Nasdaq: DMAC), a biopharmaceutical company, since May 2023. In addition, Dr. Kuntz currently serves as a member of the board of directors for private companies including Rockley Photonics Holdings Ltd, a digital health monitoring systems company, since August 2022, Cognito Therapeutics Inc., a medical technology manufacturing company, since October 2022, and Endospan Ltd., a medical technology company, since January 2024. Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. Dr. Kuntz received his M.S. in biostatistics from the Harvard T.H. Chan School of Public Health. Dr. Kuntz brings to the Board of Directors substantial knowledge and expertise in the healthcare industry, an important vertical for the Company’s growth strategy, and developing technology solutions for medical devices. Dr. Kuntz's experience as an executive officer in a large multinational medical device company, his knowledge of and insights into the healthcare industry and its customers, his experience as a director on public company boards and his experience as a practicing physician make him a valuable addition to our Board of Directors.

  6. Class III Directors

    | DIRECTOR MATRIX | | | | | | | | | Angelini | Kremen | Kuntz | Lopez | Newquist | Ousley | | Skills and Expertise | | | | | | | | Strategy and Strategic Planning | ● | ● | ● | ● | ● | ● | | Corporate Finance | | ● | | ● | | ● | | Financial Expertise and Acumen | ● | ● | | ● | ● | ● | | Operational Efficiency and Cost Discipline | ● | | ● | ● | ● | ● | | R&D and Innovation | ● | ● | ● | | ● | ● | | Sales and Marketing | ● | ● | ● | | ● | ● | | M&A | ● | | ● | ● | ● | ● | | Regulatory and Compliance | ● | ● | ● | ● | | ● | | Risk Management | ● | ● | ● | ● | | ● | | Experience | | | | | | | | Public Company Board Experience | ● | ● | ● | ● | | ● | | Public Company Leadership Experience | ● | ● | ● | ● | ● | ● | | Technology / RFID | | ● | ● | ● | ● | ● | | Healthcare / Medical Devices | ● | | ● | | ● | | | International Operations | ● | | ● | ● | ● | ● |

  7. Class III Directors

    At the Annual Meeting, the two Class II nominees receiving the highest number of “FOR” votes cast will be elected to our Board of Directors as the Class II directors. The Board of Directors recommends a vote “FOR” the election of the Class II nominees.

  8. Compensation of Directors

    Compensation of Directors For the board years beginning June 1, 2023 and ending May 31, 2024 and beginning June 1, 2024 and ending May 31, 2025 (each such period, a “board year”), our non-employee directors are eligible to receive the following compensation amounts in respect of their services as a member of our Board of Directors: • an annual retainer per board year of $125,000, except for the Chairman of the Board or Lead Independent Director, who is eligible to receive an annual retainer of $175,000; and • an additional annual retainer per board year of $5,000 for service on each committee of the Board of Directors, and in addition the chair of the Audit Committee is eligible to receive an additional retainer of $20,000, and the chair of each of the Compensation Committee and the Nominating Committee is eligible to receive an additional retainer of $10,000 for each board year, respectively. Each of our non-employee directors has elected to receive 50% of their annual retainer in restricted stock units (“RSUs”) under the 2011 Incentive Compensation Plan (the “2011 Plan”). The remaining 50% of the retainer is paid in cash in equal quarterly installments. Additionally, we reimburse our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors, which primarily consist of travel expenses associated with Board of Directors or committee meetings or with committee assignments. Directors who are our employees do not receive additional compensation for their service on the Board of Directors. The following table sets forth summary information concerning the compensation earned by our non-employee directors for their service as directors in 2024:

  9. Compensation of Directors

    | Name | Fees Earned ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Total ($) | | Laura Angelini (3) | 65,000 | 65,769 | — | 130,769 | | Gary Kremen (4) | 80,000 | 78,053 | — | 158,053 | | Richard E. Kuntz, M.D. (5) | 65,000 | 65,769 | — | 130,769 | | James E. Ousley (6) | 102,500 | 100,003 | — | 202,503 |

  10. Compensation of Directors

    (1) The amounts reported in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”), rather than amounts paid to or realized by the named individual. The assumptions used in determining grant date fair value of these awards are set forth in Note 10 to our Consolidated Financial Statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024. There can be no assurance that the price of our common stock when RSUs vest and settle will equal or exceed the price of our common stock on the date of the applicable RSU award. (2) Reflects RSUs granted for service as a director and on committees. The number of RSUs awarded in lieu of cash was calculated by dividing the average price of our common stock over the five (5) trading days preceding the start of the board year. 1/12th of the RSUs subject to the RSU award vest monthly beginning on June 1, 2024, subject to the named executive officer’s continuous service through the applicable vesting date. Shares in settlement of vested RSUs will be delivered to the named executive officer on the earlier of (a) three (3) years from the initial vesting start date of the award or (b) the director’s separation of service. (3) At December 31, 2024, Ms. Angelini held 27,020 vested but not settled RSUs and 7,386 unvested RSUs. (4) At December 31, 2024, Mr. Kremen held options to purchase 1,000 shares of common stock, 35,693 vested but not settled RSUs, and 9,091 unvested RSUs. (5) At December 31, 2024, Dr. Kuntz held 27,020 vested but not settled RSUs and 7,386 unvested RSUs. At December 31, 2024, Mr. Ousley held options to purchase 1,000 shares of common stock, 45,647 vested but not settled RSUs, and 11,647 unvested RSUs.

  11. Our Compensation Practices Benefit our Stockholders

    | WHAT WE DO | | | | Pay for Performance | A significant portion of our Chief Executive Officer’s compensation is at risk, linked to Company performance and stockholder interests. The 2024 bonus opportunity for both our Chief Executive Officer and our former Chief Executive Officer was tied to Company performance metrics. | | | Entirely Independent Compensation Committee | All of the members of the Compensation Committee are independent directors. | | | Reasonable Change-in-Control Arrangements | The post-employment compensation arrangements for our executive officers, including our Named Executive Officers, provide for amounts and multiples that are within reasonable market norms. | | | Emphasize Long-Term Equity Compensation Arrangements | We use equity awards to deliver long-term incentive compensation opportunities to our executive officers, including our Named Executive Officers. These equity awards vest over multi-year periods, which helps serve our long-term value creation goals and retention objective. Engage with Stockholders | We engage in ongoing discussions with key institutional investors, including on the topic of compensation. | | | Clawback Policy | We have a compensation recoupment, or clawback, policy that requires recoupment of erroneously awarded incentive-based compensation paid to our current and former executive officers in the event of an accounting restatement. |

  12. Our Compensation Practices Benefit our Stockholders

    | What We do NOT Do | | | | Pay Tax Gross-Ups | We do not provide “gross-ups” or tax payments in connection with any compensation element. | | | Pay Unearned Dividends | We do not pay dividends or dividend equivalents on unvested equity awards. | | | Options/SARs Granted Below FMV | We do not grant options or stock appreciation rights with exercise prices below the fair market value. | | | Reprice Stock Options | Any repricing of options or stock appreciation rights granted under our 2011 Plan would require advance approval by our stockholders. | | | Executive Perquisites | We do not provide any special perquisites or other personal benefits to our Named Executive Officers. | | | Guaranteed Compensation | We do not guarantee salary increases, bonuses, or long-term incentive awards to our Named Executive Officers. | | | Executive Retirement Programs | We do not offer our employees, including our Named Executive Officers, a pension plan or other executive retirement, or nonqualified deferred compensation plans or arrangements. |

  13. 2024 Compensation Program Design and Results

    2024 Compensation Program Design and Results We establish total direct compensation for our Named Executive Officers consisting of the following components: • Base Salary: We provide fixed compensation based on competitive local market practices and is intended to acknowledge and reward the core competence of our executives relative to their responsibilities, skills, experience and contributions to the Company. • Variable Compensation: Executives and other key employees of the Company are eligible to earn bonuses paid in cash and/or equity-based awards subject to the achievement of certain performance criteria determined by the Compensation Committee. • Equity Awards/Long-Term Incentive Compensation: We grant equity awards, generally comprised of RSUs vesting over a multiple-year period, aimed at incentivizing our executive officers to build sustainable long-term value for the benefit of our stockholders. Base Salary We provide base salaries to our executive officers to compensate them for their services rendered during the year and to provide them with a level of competitive and stable fixed compensation. During 2024, our Chief Executive Officer’s annual base salary was $400,000, our Chief Financial Officer’s annual base salary was $325,000, and prior to his departure our former Chief Executive Officer’s annual base salary was $550,000. Effective April 1, 2024, our Chief Financial Officer's annual base salary was increased to $345,000. Variable Compensation We use bonus opportunities to motivate our executive officers, including our Named Executive Officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. These bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Our bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. For 2024, our Chief Executive Officer was eligible to earn a cash performance bonus of up to $75,000 each quarter beginning with the second quarter of 2024. Notwithstanding the foregoing, for the second quarter of 2024, Ms. Newquist earned and was paid a guaranteed performance bonus of $62,500. For the third and fourth quarters of 2024, the Compensation Committee established equally weighted quarterly performance objectives for revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for our Chief Executive Officer as follows (the “2024 CEO Performance Objectives”):

  14. 2024 Compensation Program Design and Results

    The Compensation Committee reviewed the Company’s performance against the pre-established 2024 Former CEO Performance Objectives shortly following the first and second quarter performance periods for 2024. To earn a bonus for any quarter during 2024, both quarterly performance objectives needed to be achieved for the applicable quarter. The Compensation Committee determined that the 2024 CEO Performance Objectives had not been achieved with respect to either target for the first or second quarters of 2024 and that no bonus earned. In connection with the closing of the Asset Sale (the "Closing"), our former Chief Executive Officer resigned from his positions as Chief Executive Officer and as a member of the Board of Directors, effective September 6, 2024, accordingly, he was not eligible to earn and was not paid a bonus for 2024. Equity Awards/Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to motivate our executive officers, including our Named Executive Officers, by providing them with the opportunity to build an equity interest in the Company and to share in the potential appreciation of the value of our common stock. Accordingly, during 2024, our Named Executive Officers received the following equity awards: On June 28, 2024, in connection with her joining the Company, our Chief Executive Officer was granted an award of 200,000 RSUs under the 2011 Plan. These RSUs will vest 25% on April 15, 2025 and 75% in equal quarterly installments thereafter through April 15, 2028, subject to her continued service through the applicable vesting dates, further subject to acceleration pursuant to the Newquist Employment Agreement (as defined below). On June 28, 2024, in recognition of our Chief Financial Officer’s contributions and continued service with the Company and to make his equity awards more competitive with market norms, our Chief Financial Officer was granted an award of 62,500 RSUs under the 2011 Plan. These RSUs will vest 50% on April 15, 2025, with the remaining RSUs vesting quarterly over the following year, subject to his continued service through the vesting date, subject to acceleration pursuant to the Scarpulla Employment Agreement (as defined below). On July 29, 2024, Ms. Newquist and Mr. Scarpulla were granted awards of 200,000 and 62,500, respectively, performance-based restricted stock units (“PSUs”), each based on the level of achievement of performance metrics established by the Compensation Committee of the Board of Directors, that will vest subject to the achievement of the performance metrics beginning August 1, 2024 through December 31, 2025, subject to their continued service through the applicable vesting dates. • On September 6, 2024, immediately prior to and in connection with the Closing, our Board of Directors granted an award of 65,000 fully vested RSUs to our Chief Financial Officer in recognition of his contributions to the Company and to the completion of the Asset Sale. • On September 6, 2024, immediately prior to and in connection with the Closing, our Board of Directors granted an award of 365,000 fully vested RSUs to our former Chief Executive Officer, pursuant to the Humphreys Employment Agreement (as defined below). In addition, on September 6, 2024, the Board of Directors amended our former Chief Executive Officer’s fully vested option award to purchase 444,460 shares of the Company’s common stock at an exercise price of $4.36 per share, granted under the 2011 Plan effective as of June 6, 2016, to extend the period during which our former Chief Executive Officer may exercise the option from three (3) months to twelve (12) months following the termination of his Continuous Service (as defined under the 2011 Plan). Retirement Plan We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other employees. The Company may make discretionary contributions to the 401(k) plan. For 2024, we made matching contributions of 50% of the first 4.0% of an eligible employee’s eligible compensation contributed under our 401(k) plan. Welfare and Health Benefits We provide health and welfare benefits to our executive officers, including our Named Executive Officers, on the same basis as all of our full-time employees. These benefits generally include health, dental, vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide vacation and other paid holidays to all employees, including our executive officers. Perquisites and Other Personal Benefits Consistent with our pay-for-performance compensation philosophy, we believe perquisites for executive officers should be limited in scope and value, and should only be offered when they provide necessities or conveniences that allow our executive officers to focus on and optimally perform in their role with us. We do not currently provide perquisites or other personal benefits to our executive officers.

  15. Equity Grant Practices and Policies

    Equity Grant Practices and Policies We have not granted individual employees stock options since 2016, and we do not make any grants of stock appreciation rights or similar option-like instruments. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee generally grants equity awards on a predetermined annual schedule, and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  16. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31, 2024 and 2023:

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary $(1) | Bonus $(2) | Stock Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | All Other Compensation $(5) | Total $ | | Kirsten F. Newquist(6) | 2024 | 284,872 | 62,500 | 1,674,000 | 75,000 | 5,083 | 2,101,455 | | Chief Executive Officer and Director | | | | | | | | | Justin Scarpulla | 2024 | 340,000 | — | 731,775 | 93,750 | 5,750 | 1,171,275 | | Chief Financial Officer and Secretary | 2023 | 315,000 | — | — | 46,875 | 5,679 | 367,554 | | Steven Humphreys(7) | 2024 | 373,688 | — | 1,171,650 | — | 660 | 1,545,998 | | Former Chief Executive Officer | 2023 | 424,147 | — | — | — | 699 | 424,846 |

  18. Summary Compensation Table

    (1) The amounts reported in this column reflect the actual base salary payments earned by our Named Executive Officers in the applicable fiscal year. • For Ms. Newquist, this amount includes salary paid to her between April 15, 2024 and September 5, 2024 during which time she was our President of our RFID business as well as salary paid to her on and after September 6, 2024 when she became our Chief Executive Officer. • Except with respect to amounts withheld in cash to cover taxes and other involuntary and voluntary payroll deductions and withholdings, beginning February 1, 2020, the Company has paid Mr. Humphreys’ base salary in the form of fully vested common stock of the Company. For salary earned by Mr. Humphreys, the five-day trading average prior to issuance was used to determine the number of shares issued for each payroll period. The amount reported in the salary column for each year reflects sum of (a) the total cash amount paid to cover taxes and other involuntary and voluntary payroll deductions and withholdings, and (b) an amount equal to the trading price per share of common stock of the Company on the date of issuance for each payroll period multiplied by the number of shares actually granted for that payroll period (as previously determined based on the application of the trading average described above). (2) The amount reported in this column represents a guaranteed performance bonus paid to Ms. Newquist in the second quarter of 2024. (3) The amounts reported in this column represent the aggregate grant date fair value of the RSU or PSU award computed in accordance with FASB ASC 718, rather than amounts paid to or realized by the named individual. There can be no assurance that the price of our common stock when RSUs or PSUs vest and settle will equal or exceed the price of our common stock on the date of the applicable RSU or PSU award. The assumptions used in determining grant date fair value of these awards are set forth in Note 10 to our Consolidated Financial Statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024. (4) The amounts reported in this column represent quarterly performance-based bonuses earned by Ms. Newquist and Mr. Scarpulla under the Company’s variable compensation plan in the applicable fiscal year. Pursuant to the terms of their respective employment agreements, Ms. Newquist and Mr. Scarpulla’s quarterly performance-based bonuses, if earned (as determined by our Compensation Committee based on the achievement of pre-established performance targets), are paid shortly following the end of the applicable quarterly performance period in cash. Our Variable Compensation Plan is further described under Executive Compensation – “Variable Compensation” above. (5) The amounts reported in this column for 2023 and 2024 represent employer matching contributions made by the Company to the Named Executive Officer’s account under the Company’s 401(k) Plan. These amounts were inadvertently omitted from the Summary Compensation Table in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders. We have corrected this in the current Summary Compensation Table. (6) Ms. Newquist joined the Company has President of our RFID business on April 15, 2024, and became our Chief Executive Officer on September 6, 2024, in connection with the Closing. In connection with the Closing, Mr. Humphreys resigned from his positions as Chief Executive Officer and as a member of the Board of Directors, effective September 6, 2024.

  19. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to the outstanding equity awards held by our Named Executive Officers as of December 31, 2024:

  20. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | 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(1) | | Kirsten F. Newquist(2) | 6/28/24 | — | — | — | — | 200,000 | $732,000 | | Justin Scarpulla(3) | 2/28/2022 | — | — | — | — | 26,563 | $97,221 | | | 10/31/2022 | — | — | — | — | 37,500 | $137,250 | | | 6/28/2024 | — | — | — | — | 62,500 | $228,750 | | Steven Humphreys(4) | 6/6/2016 | 444,460 | — | $4.36 | 6/6/2026 | — | — |

  21. Outstanding Equity Awards at Fiscal Year-End

    (1) The market value is based on the closing price of our common stock on December 31, 2024 which was $3.66 per share. (2) Ms. Newquist was granted 200,000 RSUs under the 2011 Plan on June 28, 2024. These RSUs will vest 25% on April 15, 2025 and 75% in equal quarterly installments thereafter through April 15, 2028, subject to her continued service through the applicable vesting dates, subject to acceleration pursuant to the Newquist Employment Agreement. (3) Mr. Scarpulla was granted 62,500 RSUs under the 2011 Plan on June 8, 2024. These RSUs will vest 50% on April 15, 2025, with the remaining RSUs vesting quarterly over the following year, subject to his continued service through the vesting date, subject to acceleration pursuant to the Scarpulla Employment Agreement. Mr. Scarpulla was granted 85,000 and 75,000 RSUs under the 2011 Plan on February 28, 2022 and October 31, 2022, respectively. These RSUs vested 25% on January 1, 2023 and December 1, 2023, respectively, with the remaining RSUs vesting quarterly over the following three (3) years, subject to his continued service through the vesting date, subject to acceleration pursuant to the Scarpulla Employment Agreement. (4) On September 6, 2024, the Board of Directors amended Mr. Humphreys’ fully vested option award to extend the period during which he may exercise the option from three (3) months to twelve (12) months following the termination of his Continuous Service (as defined under the 2011 Plan).

  22. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  23. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO #1 ($)(1) | Summary Compensation Table Total for CEO #2 ($)(2) | Compensation Actually Paid to CEO #1 ($)(3) | Compensation Actually Paid to CEO #2 ($)(4) | Average Summary Compensation Table Total for non-CEO Named Executive Officers ($)(5)(6) | Average Compensation Actually Paid to non-CEO Named Executive Officers ($)(7) | Value of Initial Fixed $100 Investment Based on Company Total Stockholder Return ($) | Net Income (Loss) ($ in millions) | | 2024 | 2,101,455 | 1,545,998 | 1,891,455 | 1,545,998 | 1,171,275 | 708,724 | 64.89 | 74,820,000 | | 2023 | — | 424,846 | — | 424,846 | 367,554 | 473,112 | 146.10 | (5,489,000) | | 2022 | — | 403,667 | — | 403,667 | 2,970,350 | 1,443,400 | 128.37 | (392,000) |

  24. PAY VERSUS PERFORMANCE

    The dollar amounts reported are the total compensation reported to Ms. Newquist (“CEO #1”) for each fiscal year in the “Total” column of the Summary Compensation Table. Ms. Newquist became our Chief Executive Officer on September 6, 2024. (2) The dollar amounts reported are the total compensation reported to Mr. Humphreys (“CEO #2”) for each fiscal year in the “Total” column of the Summary Compensation Table. Mr. Humphreys served as our Chief Executive Officer from September 2014 until September 6, 2024. (3) The following represents the adjustments made to the Summary Compensation Table totals for our CEO #1 to derive the compensation actually paid to our CEO #1.

  25. PAY VERSUS PERFORMANCE

    | Adjustments | 2024 | 2023 | 2022 | | Amounts reported in "Stock Awards" column of SCT | (1,674,000) | — | — | | Fair value of outstanding and unvested stock awards that were granted in the current year | 1,464,000 | — | — | | Change in fair value of stock awards outstanding and unvested at the end of the current year that were granted in a prior year | — | — | — | | Fair value of stock awards granted and vested in the current year | — | — | — | | Change in fair value for stock awards vested in the current year that were granted in a prior year | — | — | — | | Fair value at the end of the prior year of stock awards that failed to meet vesting conditions in the year | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | — | — | — |

  26. PAY VERSUS PERFORMANCE

    (4) No adjustments made to the Summary Compensation Table totals to derive the compensation actually paid to Mr. Humphreys in his role as CEO #2. (5) Mr. Scarpulla was the only the Named Executive Officer included in the non-CEO Named Executive Officer average for fiscal year 2024, 2023, and 2022. The dollar amounts reported represent the average of the amounts reported for our non-CEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table in each applicable fiscal year. The following represents the adjustments made to the Summary Compensation Table totals for our non-CEO Named Executive Officers to derive the average compensation actually paid to our non-CEO Named Executive Officers.

  27. PAY VERSUS PERFORMANCE

    | Adjustments | 2024 | 2023 | 2022 | | Amounts reported in "Stock Awards" column of the Summary Compensation Table | (731,775) | — | (2,685,350) | | Fair value of outstanding and unvested stock awards that were granted in the current year | 457,500 | — | 1,158,400 | | Change in fair value of stock awards outstanding and unvested at the end of the current year that were granted in a prior year | (293,409) | (300,921) | — | | Fair value of stock awards granted and vested in the current year | 208,650 | 405,731 | — | | Change in fair value of stock awards vested in the current year that were granted in a prior year | (103,517) | 747 | — | | Fair value at the end of the prior year of stock awards that failed to meet vesting conditions in the year | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | — | — | — |

  28. Comparison of "Compensation Actually Paid" to TSR

    Comparison of "Compensation Actually Paid" to TSR

  29. Comparison of "Compensation Actually Paid" to Net Income (Loss)

    Comparison of "Compensation Actually Paid" to Net Income (Loss)