DEF 14A of Skillsoft Corp.
Filed May 26, 2023 · FY20230001104659-23-065460
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election We are asking you to vote for the election of Lawrence C. Illg, Michael S. Klein, and Lawrence H. Summers as Class II directors, each to serve for a three-year term expiring at our 2026 Annual Meeting. Our Board currently consists of nine members and is divided into three classes, each of which has a three-year term.
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election For a director to be elected, the director must receive the affirmative vote of a plurality of the votes cast in the election.
PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS II DIRECTORS
Overview
Overview Our Board consists of nine directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, three directors will be elected to fill positions in Class II, whose terms expire at the Annual Meeting. Lawrence C. Illg, Michael S. Klein, and Lawrence H. Summers, our current Class II directors, are nominees for election at the Annual Meeting. Each of the nominees for Class II, if elected, will serve a three-year term expiring at the 2026 Annual Meeting, or until such director’s earlier death, resignation, or removal from the Board. The nominating and governance committee has recommended, and the Board has approved, the nomination of each of these directors to stand for election at the Annual Meeting. Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.
Criteria for Nomination to the Board
Criteria for Nomination to the Board The nominating and governance committee assesses the skills, experiences, and attributes our Board should represent to align its individual and group strengths with our Company’s long-term strategic plan and the interests of our stockholders. The committee identifies director nominees using the criteria set forth below and any other criteria that may be identified in accordance with the committee’s charter: • Background and Diversity. The nominating and governance committee seeks director nominees from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment will include an individual’s independence, as well as consideration of age, skills, and experience, and a policy of promoting diversity, in the context of our needs. While our Board does not establish specific goals with respect to diversity, the Board’s diversity is a consideration in the director nomination process. • Character. Directors should be persons of good character and demonstrate high ethical standards and integrity in their personal and professional dealings. Directors should have a history of achievements which reflects high standards for themselves and others. Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues and be willing to be accountable for their decisions as directors. Directors should interact with one another in a manner which encourages responsible, open, challenging, and inspired discussion. Sufficient Time to Devote to Board Matters. Each director is expected to dedicate sufficient time, energy, and attention to ensure the diligent performance of his or her duties. To that end, no director should serve on more than four other public company boards, and no member of the audit committee should serve on more than two other public company audit committees, in each case without the prior approval of the Board. No director who is the chief executive officer of another public company should serve on more than two other public company boards, aside from the board of his/her own company without the prior approval of the Board. Director Michael Klein serves on six public company boards, including our board. The nominating and governance committee considered whether Mr. Klein has sufficient time to devote to Board matters and determined he did based on three of the five other public boards being special purpose acquisition company boards and Mr. Klein’s 100% attendance record at the Company’s board meetings in fiscal 2023. Director Designation Rights Skillsoft, Churchill Sponsor II LLC (the “Sponsor”), and Michael Klein are party to a Stockholders Agreement dated October 12, 2020 (the “Sponsor Stockholders Agreement”) pursuant to which the Sponsor has the right to nominate two directors to our Board (the “Churchill Directors”) for so long as the Sponsor beneficially owns at least 5% of our common stock. If the Sponsor beneficially owns less than 5% of our common stock, the Sponsor has the right to nominate a single director to our Board for so long as the Sponsor beneficially owns at least 1% of our common stock. In addition, pursuant to the Sponsor Stockholders Agreement, we agreed to cause the Board to be comprised of nine directors and to appoint at least one director designated by the Sponsor to each committee of the Board for so long as the Sponsor beneficially owns more than 5% of our common stock. Skillsoft, the Sponsor, and MIH Learning B.V. (“Prosus”), as assignee of the rights and obligations of MIH Edtech Investments B.V., are party to a Subscription Agreement dated October 12, 2020 (the “Prosus Subscription Agreement”) pursuant to which Prosus has the right to nominate a number of directors to our Board (the “Prosus Directors”) proportionate to Prosus’s beneficial ownership of our common stock for so long as Prosus beneficially owns at least 5% of our common stock. Prosus has the right to designate no less than one director to our Board for so long as it beneficially owns at least 10% of our common stock, and no less than two directors to our Board for so long as it beneficially owns at least 20% of our common stock. Patrick Kolek and Lawrence C. Illg currently serve as the Prosus Directors.
Stockholder Nominations
Stockholder Nominations The nominating and governance committee will review and evaluate candidates submitted by stockholders for election to the Board, taking into consideration whether nominations are in accordance with the procedures to nominate directors set forth in our bylaws. Any stockholder who wishes to recommend a candidate for consideration by the nominating and governance committee should follow the procedures described later in this Proxy Statement under the heading “Stockholder Proposals and Nominations to be Included in Next Year’s Proxy Statement.”
Board Qualifications
Board Qualifications Set forth below are some of the experiences, qualifications, attributes, and skills possessed by the nominees for election to the Board and our continuing directors.
Board Qualifications
| Director | Corporate Governance | Finance & Capital Markets | Mergers & Acquisitions | Marketing | Diverse | Technology and Educational Technology | Growth Company | International Organizations | | Patrick Kolek | ☑ | ☑ | ☑ | | | ☑ | ☑ | ☑ | | Jeffrey R. Tarr | ☑ | | ☑ | | | ☑ | ☑ | ☑ | | Helena B. Foulkes | ☑ | | | ☑ | ☑ | | | | | Ronald W. Hovsepian | ☑ | | ☑ | | | ☑ | | | | Lawrence C. Illg | ☑ | | ☑ | | | ☑ | ☑ | ☑ | | Michael S. Klein | ☑ | ☑ | ☑ | | | | | ☑ | | Karen G. Mills | ☑ | ☑ | ☑ | | ☑ | | ☑ | | | Peter Schmitt | | | | | | ☑ | | ☑ | | Lawrence H. Summers | | ☑ | ☑ | | | | | ☑ |
Nominees and Continuing Directors
Nominees and Continuing Directors Biographical information for each person nominated for election as a director at the Annual Meeting and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and governance committee and our Board that each such person should continue to serve as a director.
Nominees and Continuing Directors
| OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES LISTED BELOW. |
Class II Director Nominees with Terms Expiring in 2023
Class II Director Nominees with Terms Expiring in 2023
Lawrence C. Illg
Lawrence C. Illg
Lawrence C. Illg
| Independent Director Since June 2021 Committee Service: • Compensation Committee Age 52 | Experience and Expertise Lawrence C. Illg has served as a director of Skillsoft Corp. since June 2021. He currently serves as Chief Executive Officer, Food and Edtech, for Prosus after serving as Chief Executive Officer of Prosus Ventures since 2015, where he led investments in food delivery, education, healthcare and more. He has more than 20 years of professional experience, more than a decade of experience leading global internet companies and currently serves on the board of several privately held Prosus portfolio companies, including Honor Technology, Inc., Brainly, Inc. and Bundl Technologies Private Limited (dba Swiggy). Mr. Illg served on the board of directors of Udemy, Inc. from May 2016 through September 2022. Before joining Prosus and Naspers in 2013 as the Chief Operating Officer of eCommerce, Mr. Illg was Vice President and General Manager of New Ventures at Trulia, a leading U.S. online real estate marketplace. Prior to Trulia, he spent eight years as a senior executive at eBay, responsible for strategy and general management of many of its global marketplaces and classifieds assets. Prior to eBay, he spent several years as strategy advisor for leading global consumer goods companies. Mr. Illg started his career at the U.S. Federal Reserve Board and holds a B.A. in Economics and an MBA from the University of California, Berkeley. | | | Qualifications • Mr. Illg was selected to serve on our Board due to his broad business expertise, including significant experience in the education sector and with high growth companies. |
Michael S. Klein
Michael S. Klein
Michael S. Klein
| Director Since June 2021 Age 59 | Experience and Expertise Michael S. Klein has served as a director of Skillsoft Corp. since June 2021. He previously served as director for Churchill Capital Corp II, the predecessor listed company, since June 2019. Mr. Klein currently serves as Managing Partner of M. Klein and Company, a leading global financial and strategic advisory firm he founded in 2012 that provides its clients a variety of advice tailored to their objectives. Mr. Klein currently serves as Chief Executive Officer and Chairman of Churchill Capital Corp V, Churchill Capital Corp VI, and Churchill Capital Corp VII, which are all publicly-traded blank check company whose sponsors are an affiliate of M. Klein and Company, LLC. Mr. Klein also serves on the board of directors of Multiplan, Inc., an entity which merged with Churchill Capital Corp III in October 2020 and is now listed on the NYSE. Prior to the merger, he served as the Chief Executive Officer and Chairman of Churchill Capital Corp III. Mr. Klein is also a director of Magic Leap (a private company), TBG Europe NV (a private company) and AltC Acquisition Corp. (an NYSE listed company), and various charitable organizations. Previously, Mr. Klein served on the board of directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. He was also the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Plc. until October 2020. Additionally, Mr. Klein previously served on the boards of Churchill Capital Corp IV and Hall of Fame Resort & Entertainment Company, through July 2021 and September 2020, respectively. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments, and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelor of Science in Economics with concentrations in finance and accounting. | | | Qualifications • Mr. Klein is qualified to serve on our Board based on his significant investment banking and strategic advisory experience. |
Lawrence H. Summers
Lawrence H. Summers
Lawrence H. Summers
| Independent Director Since June 2021 Committee Service: • Nominating and Governance Committee Age 68 | Experience and Expertise Lawrence H. Summers has served as a director of Skillsoft Corp. since June 2021. He has served as the Charles W. Eliot University Professor & President Emeritus of Harvard University since January 2011 and is the Weil Director of the Mossavar-Rahmani Center for Business and Government at Harvard’s Kennedy School. From January 2009 to December 2010, Dr. Summers served as Director of the White House National Economic Council in the Obama Administration and served as President of Harvard University from 2001 to 2006. Dr. Summers has served in various other senior policy positions, including as Secretary of the Treasury in the Clinton Administration and Chief Economist of the World Bank. Currently, Dr. Summers serves on the board of directors of Block, Inc. since June 2011 and Doma Holdings, Inc. since September 2019. He also serves on the board of ONE and chairs the board of the Center for Global Development. Dr. Summers is an advisor to The Hamilton Project, The Hutchins Center on Fiscal & Monetary Policy, and the Peterson Institute for International Economics. He is a distinguished senior fellow at the Center for American Progress and recently co-chaired the Commission on Inclusive Prosperity. He recently launched a Task Force on Fiscal Policy with Mayor Bloomberg and chaired the Commission on Global Health. Dr. Summers also served on the board of directors of LendingClub Corporation from 2012 to May 2018. Dr. Summers holds a B.S. in Economics from Massachusetts Institute of Technology and a Ph.D. in Economics from Harvard University. | | | Qualifications • Dr. Summers was selected to serve on our Board due to his extensive economic, financial, and business experience. |
Continuing Directors – Class III Directors with Terms Expiring in 2024
Continuing Directors – Class III Directors with Terms Expiring in 2024
Helena B. Foulkes
Helena B. Foulkes
Helena B. Foulkes
| Independent Director Since June 2021 Committee Service: • Audit Committee Age 58 | Experience and Expertise Helena B. Foulkes has served as a director of Skillsoft Corp. since June 2021. She is currently the Executive Chair of the board of directors of Follett Higher Education Group and also serves as a member of the board of Harry’s, Inc. Ms. Foulkes previously served as the President of Harvard University’s Board of Overseers for the 2021-22 academic year. Ms. Foulkes is a seasoned retail executive and has served as the Chief Executive Officer and a member of the board of directors of Hudson’s Bay Company (HBC), a multinational retailer, a position she held from February 2018 to March 2020, and as a member of the board of directors of Home Depot, Inc., a home improvement goods retailer, a position she held from September 2013 to October 2021. Prior to HBC, she served as Executive Vice President of CVS Health Corporation (CVS), an integrated pharmacy health care provider and retailer, and President of CVS Pharmacy, from January 2014 to January 2018. At CVS, Ms. Foulkes also served as Executive Vice President and Chief Health Care Strategy and Marketing Officer from 2011 to 2013; Executive Vice President and Chief Marketing Officer from 2009 to 2011; Senior Vice President of Health Services of CVS Pharmacy from 2007 to 2009; Senior Vice President, Marketing and Operations Services during a portion of 2007; and Senior Vice President, Advertising and Marketing from 2002 to 2007. Additionally, Ms. Foulkes held positions in Strategic Planning, Visual Merchandising, and Category Management during her 20-plus years with CVS. Ms. Foulkes holds an undergraduate degree from Harvard College and an MBA from Harvard Business School. | | | Qualifications • Ms. Foulkes was selected to serve on our Board due to her extensive business experience, including public company chief executive officer experience, and marketing and board experience. |
Patrick Kolek, Chairperson of the Board
Patrick Kolek, Chairperson of the Board
Patrick Kolek, Chairperson of the Board
| Independent Director Since June 2021 Committee Service: • Nominating and Governance Committee (Chair) Age 52 | Experience and Expertise Patrick Kolek has served as the Chair of the Board of Skillsoft Corp. since June 2021. Mr. Kolek joined Naspers in 2014 as Chief Financial Officer, ecommerce and from July 2016 until March 2023, he served as Group Chief Operating Officer of Naspers and Prosus N.V. After his years of service, Mr. Kolek continues to work with the Group Chief Executive Officer of Naspers and Prosus N.V. as a senior advisor and board representative. Mr. Kolek has more than 20 years’ experience in executing business growth and development strategies for hyper growth organizations. Prior to Naspers, Mr. Kolek spent ten years at eBay, most recently as Vice President and Chief Financial Officer of eBay International and previously as the Chief Operating Officer of the eBay Classifieds Group. Prior to eBay, he worked for Novellus Systems from 1999 to 2004 as corporate controller, and he started his career within the corporate finance and audit divisions at Ernst & Young, where he worked from 1993 to 1999. Mr. Kolek currently serves as deputy chair of the Supervisory Board at Delivery Hero and a member of the board of Boats Group, a private company, and he previously served on the board of Make My Trip. Mr. Kolek holds a B.S. in Commerce from Santa Clara University and is a certified public accountant. | | | Qualifications • Mr. Kolek was selected to serve on our Board and as Chairperson of the Board due to his extensive experience setting and executing growth and development strategies. |
Karen G. Mills
Karen G. Mills
Karen G. Mills
| Independent Director Since June 2021 Committee Service: • Audit Committee (Chair) • Compensation Committee Age 69 | Experience and Expertise Karen G. Mills has served as a director of Skillsoft Corp. since June 2021. She served as director for Churchill Capital Corp II, Skillsoft’s predecessor listed company, since June 2019. Ms. Mills also serves on the boards of directors of Churchill Capital Corp V, Churchill Capital Corp VI, and Churchill Capital Corp VII. She was previously a Director of Clarivate Plc from May 2019 until January 2021 and Churchill Capital Corp III and IV through October 2020 and July 2021, respectively. Ms. Mills is a Senior Fellow at the Harvard Business School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship, and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products, and technology-enabled solutions businesses. She also serves as a Director of the National Bureau of Economic Research (NBER) and is a member of the Harvard Corporation, the primary governing board of Harvard University. Ms. Mills holds an A.B. degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School. | | | Qualifications • Ms. Mills’ qualifications to serve on our Board include her expertise in strategic and financial matters, business structure and growth, leadership, and her significant public board experience. |
Continuing Directors – Class I Directors with Terms Expiring in 2025
Continuing Directors – Class I Directors with Terms Expiring in 2025
Ronald W. Hovsepian
Ronald W. Hovsepian
Ronald W. Hovsepian
| Independent Director Since June 2021 Committee Service: • Audit Committee • Compensation Committee (Chair) • Nominating and Governance Committee Age 62 | Experience and Expertise Ronald W. Hovsepian has served as a director of Skillsoft Corp. since June 2021. He previously served as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity, from July 2018 until June 2021. Mr. Hovsepian has served as chairman of the board of directors of Ansys Corp., the global leader in engineering simulation, since 2014, and has served as a member of the board since 2012. Mr. Hovsepian has served as chairman of the board of Valo Health, a technology company in drug discovery, since June 2019. Previously, Mr. Hovsepian served as a director of Pegasystems Inc. from January 2019 until June 2021. Mr. Hovsepian also previously served as Chairman of ANN Inc., for ten years. Since September 2020, Mr. Hovsepian has served as Chief Executive Officer of Indigo Ag, an agricultural technology company, and as a director since July 2019. Mr. Hovsepian has been an executive partner at Flagship Pioneering, Inc., a venture capital firm focused on healthcare, since October 2018. Mr. Hovsepian was President and Chief Executive Officer of Intralinks, a global provider of secure SaaS collaboration solutions and virtual data rooms, from 2011 to 2017, until it was acquired in 2017 by Synchronoss Technologies, Inc., a telecommunications software and services company. After the acquisition, Mr. Hovsepian served as chief executive officer of Synchronoss from January to April 2017. Prior to Intralinks, Mr. Hovsepian served as President and Chief Executive Officer of Novell, Inc., from 2005 to 2011, where he started as Executive Vice President and President, Worldwide Field Operations in 2003. Mr. Hovsepian began his career at IBM, where he held a number of management and executive positions over a 16-year period. Mr. Hovsepian holds a Bachelor of Science degree from Boston College. | | | Qualifications • Mr. Hovsepian was selected to serve on our Board due to his business experience in the technology sector, public company chief executive officer experience, and public company board experience, and his knowledge of Skillsoft from his prior service as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity. |
Peter Schmitt
Peter Schmitt
Peter Schmitt
| Director Since June 2021 Age: 56 | Experience and Expertise Peter Schmitt has served as a director of Skillsoft Corp. since June 2021. He previously served as a director for Software Luxembourg, the Skillsoft predecessor entity, from August 2020 until June 2021. Dr. Schmitt has served as Industrial Advisor at EQT Partners AB since May 2018 and as President at MEC Advisors LLC since October 2017. Dr. Schmitt is on the advisory board of ThermoAnalytics, Inc., Blume Global, Inc. (an Apollo portfolio company), and MAIT GmbH and xSuite Group GmbH (both 3i portfolio companies). Dr. Schmitt served on the board of Innovyze LLC and Zemax LLC (both EQT Partners portfolio companies) and Upchain until all three companies were sold in 2021. Dr. Schmitt previously served as Senior Vice President of IoT & Digital Twin, Cenit AG from 2018 to 2019. Prior to Cenit, Dr. Schmitt served as Executive Vice President of Global Sales & Operational Marketing at ESI Group from 2015 to 2017, and Vice President at Dassault Systèmes from 2000 to 2015. Dr. Schmitt holds a Doctorate degree in Manufacturing Engineering from the University of Stuttgart, Germany and holds Diplom Ingenieur (equivalent to Master of Engineering in Mechanical Engineering) from Technical University of Karlsruhe, Germany. | | | Qualifications • Dr. Schmitt’s qualifications include his extensive business experience, including with international organizations, and his knowledge of Skillsoft from his prior service as a director of Software Luxembourg, the Skillsoft predecessor entity. |
Jeffrey R. Tarr
Jeffrey R. Tarr
Jeffrey R. Tarr
| Director Since June 2021 Age 60 | Experience and Expertise Mr. Jeffrey R. Tarr has served as our Chief Executive Officer and President and as a director since June 2021. Mr. Tarr is an experienced public company CEO and director. Prior to joining Skillsoft, Mr. Tarr was CEO, President, and a director of DigitalGlobe, a satellite imagery and geospatial intelligence company, from 2011 until the sale of the company in 2017 to MDA (now Maxar Technologies). Subsequently, Mr. Tarr served as an advisor to TPG, other leading private equity firms and corporate clients, and from June through October 2019 served as CEO and a director of Solera Global Holdings Corp. Prior to DigitalGlobe, he was President & COO of IHS (now part of S&P Global) and Chairman & CEO of the publicly traded business information company Hoover’s, Inc. (now a part of Dun & Bradstreet). Mr. Tarr began his career with Bain & Company. He received his undergraduate degree from Princeton University’s School of Public and International Affairs and his MBA from the Stanford Graduate School of Business. Mr. Tarr currently serves on the board of EchoStar Corp. and is a member of the Stanford Graduate School of Business Advisory Council. Mr. Tarr previously served on the board of DSST Public Schools, one of the leading open enrollment school systems in the United States, and on the board of CEB (The Corporate Executive Board Company) until the sale of the company to Gartner in 2017. He also served as Chairman of the Stanford Graduate School of Business Management Board, co-Chair of the World Economic Forum Council on the Future of Space Technologies, and co- Chair of the Annual Meeting of New Champions in Dalian China. Mr. Tarr is a member of the Council on Foreign Relations. | | | Qualifications • Mr. Tarr’s qualifications include his extensive public company CEO experience, his experience with public company mergers and acquisitions, and his knowledge of Skillsoft from his service as our Chief Executive Officer and President. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The table below sets forth the compensation of all our non-employee directors for the fiscal year ended January 31, 2023. Mr. Tarr, our CEO, is also a member of the Board, but did not receive any additional compensation for his service as a director.
Director Compensation Table
| Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Patrick Kolek | $125,000 | $159,645 | $284,645 | | Helena B. Foulkes | $60,000 | $159,645 | $219,645 | | Ronald W. Hovsepian | $95,000 | $159,645 | $254,645 | | Lawrence C. Illg | $60,000 | $159,645 | $219,645 | | Michael S. Klein | $50,000 | $159,645 | $209,645 | | Karen G. Mills | $85,000 | $159,645 | $244,645 | | Peter Schmitt | $50,000 | $159,645 | $209,645 | | Lawrence H. Summers | $60,000 | $159,645 | $219,645 |
Director Compensation Table
(1) Represents director fees earned during fiscal 2023. Mr. Kolek’s director fees include $50,000 for his service as Chair of the Board and $25,000 for his service as Chair of the Nominating and Governance Committee. Mr. Hovsepian’s director fees include $25,000 for his service as Chair of the Compensation Committee, and Ms. Mills’ director fees include $25,000 for her service as Chair of the Audit Committee. Each non-employee director received an equity award of 35,398 restricted stock units on June 23, 2022. The fair value of such restricted stock units was computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures at $4.51 per share. All such restricted stock units are subject to vesting in full one year from the grant date, or the date of the next annual meeting of stockholders, whichever is earlier. Includes amounts deferred by certain of our non-employee directors at their election. As of January 31, 2023, the aggregate number of outstanding equity awards (unvested restricted stock units) held by each director was 35,398.
Effects of the Reverse Stock Split on the Skillsoft Corp. 2020 Omnibus Incentive Plan and Outstanding Equity Awards
Effects of the Reverse Stock Split on the Skillsoft Corp. 2020 Omnibus Incentive Plan and Outstanding Equity Awards If the Reverse Stock Split is implemented, the number and type of shares subject to the 2020 Plan and outstanding awards and/or unexercised options exercisable for shares of common stock under our 2020 Plan will be proportionally adjusted by the compensation committee of the Board to reflect the Reverse Stock Split.
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation awarded to or earned by each of our NEOs for the fiscal years indicated.
Summary Compensation Table
| Name and principal position | Year ($) | Salary (1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Jeffrey R. Tarr Chief Executive Officer and President | 2023 | $750,000 | — | $7,301,849 | — | — | $4,000 | $8,055,849 | | | 2022 | $477,273 | $114,500 | $21,500,000 | $3,330,000 | $362,583 | $2,802,000 | $28,586,356 | | Eric Stine Chief Commercial Officer | 2023 | $585,000 | — | $3,782,018 | — | — | $18,734 | $4,385,752 | | Apratim Purakayastha Chief Product and Technology Officer | 2023 | $493,750 | — | $2,928,906 | — | — | $4,000 | $3,426,656 | | | 2022 | $450,000 | $90,525 | $2,496,150 | $865,060 | $286,663 | $4,000 | $4,192,398 | | Zachary Sims General Manager, Tech and Dev | 2023 | $352,557 | — | $3,340,795 | — | — | $2,833 | $3,696,185 | | Gary W. Ferrera Former Chief Financial Officer | 2023 | $480,333 | — | $3,248,821 | — | — | $42,788 | $3,771,942 | | | 2022 | $220,455 | $316,667 | $2,362,189 | $1,332,996 | — | $333 | $4,232,640 |
Summary Compensation Table
(1) For fiscal 2023, the amounts reported in the “Salary” column consist of base salary earned during the year. (2) For fiscal 2023, the amounts represent the aggregate grant date fair value of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures and, in the case of the PSUs, based on the probable outcome of the performance conditions as of the grant date. See “Outstanding Equity Awards at Fiscal Year-End” below for a listing of RSU and PSU awards outstanding for each named executive officer as of January 31, 2023. See Note 19 to our financial statements included in our Annual Report for descriptions of the methodologies and assumptions we used to value performance-based restricted stock unit awards. The PSUs vest according to service and market conditions, and therefore have no maximum grant date fair values that differ from the grant date fair values presented in the table. (3) Amounts in this column represent payments made pursuant to our annual cash incentive plans. (4) For fiscal 2023, the amounts for each named executive officer include a matching 401(k) contribution of $4,000 under the 401(k) Plan (as defined below) on the same terms as provided to all of Skillsoft’s regular full-time employees. In addition, the amount for Mr. Stine includes $9,967 related to certain travel and entertainment expenses and a $4,767 tax gross-up related to the same, and the amount for Mr. Ferrera includes a payout of $38,788 for accrued but unused vacation upon termination of his employment.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our NEOs that were outstanding as of January 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options / warrants (#) Exercisable | Number of securities underlying unexercised options (#) Unexercisable | Option exercise price ($) | 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) | 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 not vested ($)(1) | | Jeffrey R. Tarr, Chief Executive Officer and President | 375,000(2) | 625,000(2) | 10.75 | 6/11/2031 | 1,000,000(7) | 1,920,000 | 436,975(13) | 838,992 | | | 1,000,000(3) | | 11.50 | 6/11/2026 | 655,462(8) | 1,258,487 | | | | Eric Stine, Chief Commercial Officer | 97,125(4) | 161,875(4) | 10.75 | 6/11/2031 | 96,750(9) | 185,760 | 129,000(14) | 247,680 | | | | | | | 378,151(7) | 726,050 | 126,051(13) | 242,018 | | | | | | | 100,840(10) | 193,613 | | | | Apratim Purakayastha Chief Product and Technology Officer | 97,125(5) | 161,875(5) | 10.75 | 6/11/2031 | 96,750(9) | 185,760 | 129,000(14) | 247,680 | | | | | | | 277,311(8) | 532,437 | 92,437(13) | 177,479 | | | | | | | 100,840(10) | 193,613 | | | | Zachary Sims GM, Tech & Dev | — | — | — | — | 256,036(11) | 491,589 | 126,689(15) | 243,243 | | | | | | | 380,068(12) | 729,731 | | | | Gary W. Ferrera Former Chief Financial Officer | 123,976(6) | — | 10.51 | 3/31/2023 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
(1) Based on the closing price of our common stock on January 31, 2023 of $1.92 per share. Award of options granted on June 11, 2021 scheduled to vest in sixteen equal quarterly installments beginning September 11, 2021. Stock options have a total term of ten years from the date of grant. The Sponsor transferred 1,000,000 fully vested warrants to Mr. Tarr on June 11, 2021 in connection with his employment by Skillsoft following the completion of the Business Combinations. Mr. Tarr transferred 250,000 of these warrants to trusts established for the benefit of his children. (4) Award of options granted on June 11, 2021 scheduled to vest 25% on June 11, 2022 and the remaining 75% vest in twelve equal quarterly installments thereafter. Pursuant to the terms of the award agreement governing Mr. Stine’s outstanding options, all unvested options were forfeited upon his departure from the Company on May 2, 2023, and any vested options outstanding as of his departure date shall remain exercisable for 90 days thereafter. (5) Award of options granted on June 11, 2021 scheduled to vest 25% on June 11, 2022 and the remaining 75% vest in twelve equal quarterly installments thereafter. Stock options have a total term of ten years from the date of grant. (6) Represents vested options granted to Mr. Ferrera on September 20, 2021, which expired 90 days following his departure from the Company on December 31, 2022. Mr. Ferrera forfeited all other unvested, outstanding equity awards at separation. (7) Award of RSUs granted on June 11, 2021 that vest in twelve equal quarterly installments beginning September 11, 2021. (8) Award of RSUs granted on June 1, 2022 that vest in four equal annual installments beginning June 1, 2023. (9) Award of RSUs granted on June 11, 2021 that vest in four equal annual installments beginning June 11, 2022. For Mr. Stine, all unvested RSUs were forfeited upon his departure from the Company on May 2, 2023. (10) Award of RSUs granted on June 1, 2022 that vest 20% on June 1, 2023 and 80% on June 1, 2024. For Mr. Stine, all unvested RSUs were forfeited upon his departure from the Company on May 2, 2023. (11) Award of RSUs granted on April 4, 2022 in connection with the Company’s acquisition of Ryzac, Inc. (“Codecademy”) that vest in 38 monthly equal installments beginning May 1, 2022. Pursuant to the terms of the merger agreement governing the Codecademy acquisition, each unvested restricted stock unit of Codecademy held by continuing employees, including Mr. Sims, was converted into the right to receive a Company RSU, representing the right to receive that number of shares of Company common stock equal to the number of shares of Codecademy common stock subject to such unvested restricted stock unit multiplied by the per share consideration exchange ratio pursuant to the merger agreement, provided that each such Company RSU will be subject to vesting on substantially similar terms and conditions as were applicable to each such unvested restricted stock unit prior to closing. Mr. Sims resigned from his role as General Manager, Tech & Dev effective May 2, 2023 and currently serves in an advisory capacity through June 2, 2023 (unless such period is extended by mutual agreement between the Company and Mr. Sims). His unvested RSUs will be forfeited as of his departure date. (12) Award of RSUs granted on June 3, 2022 scheduled to vest in four equal annual installments beginning June 1, 2023. Mr. Sims resigned from his role as General Manager, Tech & Dev effective May 2, 2023 and currently serves in an advisory capacity through June 2, 2023 (unless such period is extended by mutual agreement between the Company and Mr. Sims). His unvested RSUs will be forfeited as of his departure date. (13) Represents the unearned portion of the PSU award granted on June 1, 2022. The PSUs vest in three annual installments ranging from 0% to 200% beginning June 1, 2023, based on Company’s achievement of relative total shareholder return performance goals. In the table above, the number and market value of the PSUs reported reflect threshold achievement based on the Company’s performance as of January 31, 2023. The actual number of PSUs that will be distributed is not yet determinable. Mr. Sims resigned from his role as General Manager, Tech & Dev effective May 2, 2023 and currently serves in an advisory capacity through June 2, 2023 (unless such period is extended by mutual agreement between the Company and Mr. Sims). His unvested PSUs will be forfeited as of his departure date. (14) Represents the unearned portion of the PSU award granted on June 11, 2021. The PSUs vest in four equal annual installments beginning June 11, 2022, but only if the closing price of a share of common stock, as reported on the NYSE, equals or exceeds $12.50 on at least 20 out of 30 consecutive trading days prior to June 11, 2025. For Mr. Stine, all unvested PSUs were forfeited upon his departure from the Company on May 2, 2023. Represents the unearned portion of the PSU award granted on June 3, 2022. The PSUs vest in three annual installments ranging from 0% to 200% beginning June 1, 2023, based on Company’s achievement of relative total shareholder return performance goals. In the table above, the number and market value of the PSUs reported reflect threshold achievement based on the Company’s performance as of January 31, 2023. The actual number of PSUs that will be distributed is not yet determinable. Mr. Sims resigned from his role as General Manager, Tech & Dev effective May 2, 2023 and currently serves in an advisory capacity through June 2, 2023 (unless such period is extended by mutual agreement between the Company and Mr. Sims). His unvested PSUs will be forfeited as of his departure date.