DEF 14A of Innodata Inc
Filed Apr 25, 2025 · FY20240001104659-25-039075
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS It is the intention of the persons named in the enclosed form of Proxy card, unless such form of Proxy card specifies otherwise, to nominate and to vote the shares represented by such Proxy for the election as directors of Jack S. Abuhoff, Louise C. Forlenza, Stewart R. Massey and Nauman (Nick) Toor, to hold office until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Each of the nominees named below currently serves as a director of the Company and was elected at the Annual Meeting of Stockholders held on June 5, 2024. The Company has no reason to believe that any of the nominees will become unavailable to serve as director for any reason before the Meeting. However, in the event that any of them shall become unavailable, each of the persons designated as proxy on the Proxy card reserves the right to substitute another person of his or her choice when voting at the Meeting. Below is the biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a director.
PROPOSAL 1. ELECTION OF DIRECTORS
| Jack S. Abuhoff | Age: 64 | Principal Occupation and Business Experience President and Chief Executive Officer of the Company since September 1997, and a director of the Company since its founding in 1988. Mr. Abuhoff was Chairman of the Company’s Board of Directors from May 2001 to June 2020, and served as the Company’s interim Principal Financial Officer from May 2018 to April 2019. From 1995 to 1997 he was Chief Operating Officer of Charles River Corporation, an international systems integration and outsourcing firm. From 1992 to 1994, Mr. Abuhoff was employed by Chadbourne & Parke, LLP in connection with its joint venture with Goldman Sachs to develop capital projects in China. He practiced international corporate law at White & Case LLP from 1986 to 1992. Mr. Abuhoff holds an A.B. degree in English from Columbia College, Columbia University (1983) and a J.D. degree from the Harvard Law School (1986). Key Experience, Qualifications, Attributes and Skills Mr. Abuhoff has knowledge of the Company, its clients, and the industries the Company serves, both from a historical and a current perspective, as well as leadership and management skills, international experience, and experience in providing technology services. | | Louise C. Forlenza | Age: 75 | Principal Occupation and Business Experience Director of the Company since October 2002, Chair of the Company’s Audit Committee since September 2006, a member of the Company’s Compensation Committee since December 2002 and a member of the Company’s Nominating Committee since October 2008. Ms. Forlenza founded LC Forlenza CPA PC Advisory Services in 1987, providing strategic insight and expertise in global accounting and reporting, forensic accounting, auditing, foreign tax issues, turnarounds and litigation support to over 250 global clients in industries such as technology, real estate, entertainment, transportation and health and wellness. Ms. Forlenza has also previously served as Chief Financial Officer of Bierbaum-Martin, a foreign exchange firm. Ms. Forlenza is a Certified Public Accountant. She received a B.B.A. degree in Accounting from Iona College (1971), and a Certificate in Forensic Accounting from New York University in 2012. Ms. Forlenza attended the Harvard Executive Program for Board Governance and Audit in 2015 and the Harvard Executive Compensation Program in 2016. Key Experience, Qualifications, Attributes and Skills Ms. Forlenza satisfies the financial literacy requirements of Nasdaq, and the Company has determined that she is an “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K. A Certified Public Accountant and a former Chief Financial Officer, she has a background in accounting, audit, tax planning and foreign exchange planning, and she provides diversity of background and viewpoint. |
PROPOSAL 1. ELECTION OF DIRECTORS
| Stewart R. Massey | Age: 68 | Principal Occupation and Business Experience Director of the Company since March 2009, Chair of the Company’s Compensation Committee since June 2009, Chair of the Company’s Nominating Committee since June 2020 and a member of the Company’s Audit Committee since December 2013. From September 2018 through July 2019, Mr. Massey was Vice Chairman of Bow River Capital Partners, a private investment firm. Mr. Massey served as Founding Partner of Massey, Quick, Simon and Co. LLC, a provider of investment advisory and financial planning services for endowments, foundations and wealthy families, from 2004 to September 2018, and served as Founding Partner Emeritus through December 2018. Mr. Massey co-founded Massey, Quick in 2004 after a 24-year career on Wall Street. Mr. Massey joined Morgan Stanley in 1983 after four years with Dean Witter Reynolds. Mr. Massey retired as a managing director in Morgan Stanley’s Institutional Securities Group in 2004 after postings in New York, Hong Kong and Tokyo. Mr. Massey served as President and CEO of Robert Fleming, Inc. in 1997 and 1998. At Fleming, he had regional responsibility for equity sales and trading, research, capital markets, investment banking, and asset management in the Americas, serving on the Board of Directors and Executive Committee of the parent company in London. Mr. Massey holds a B.A. degree in History from The College of Wooster (1979), where he has served as a Trustee since 1987. As an Emeritus Trustee he serves on the Trustee and Governance, Finance and Investment committees. Mr. Massey also served on the investment committee of Hobart and William Smith Colleges from 2010-2023. Mr. Massey attended the Wharton School Corporate Governance: Maximize Your Effectiveness in the Boardroom certificate program in 2022. Key Experience, Qualifications, Attributes and Skills Mr. Massey has leadership experience as a Chief Executive Officer and a senior executive officer. He has financial management expertise, as well as compensation, mergers and acquisitions, investment advisory, board, corporate governance and international experience, and he provides diversity of background and viewpoint. | | Nauman (Nick) Toor | Age: 56 | Principal Occupation and Business Experience Director of the Company since August 2019, Chairman of the Company’s Board of Directors since June 2020 and a member of the Company’s Audit, Compensation and Nominating Committees since June 2020. Mr. Toor currently serves as chief investment officer of Blackroot Capital, an investment fund focused on small-cap public equities that he founded in January 2007. From December 2012 to February 2019, Mr. Toor was a partner and chief investment officer of Luzich Partners, a multi-strategy hedge fund and investment firm. Prior to Luzich Partners, Mr. Toor was managing director of Jefferies & Company, Inc. He joined Jefferies in 1994 when its investment banking group had fewer than a dozen bankers. During his tenure, Jefferies became the largest middle market-focused investment bank in the country, with an increase in market value from $50 million to over $3 billion. With his promotion to managing director, Mr. Toor became the youngest managing director in the firm’s history. He then served as the group head of the Media Investment Banking Group and helped guide Jefferies’ growth and strategic direction as a member of its Investment Banking Management Group. Prior to Jefferies, Mr. Toor was founder and CEO of Netsperanto.com, an online media company. Mr. Toor holds a BA degree in Economics and Mathematics from Ohio Wesleyan University (1990) and an MBA from the Harvard Business School (1994), where he was the youngest member of his class. Key Experience, Qualifications, Attributes and Skills Mr. Toor has financial management, financial oversight and investment experience, has experience guiding a company’s growth and strategic direction, and provides diversity of background and viewpoint. |
PROPOSAL 1. ELECTION OF DIRECTORS
There are no family relationships between or among any nominees for director of the Company. Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. If a quorum is present or represented by proxy at the Meeting, directors will be elected at the meeting by a plurality of the votes present in person or represented by proxy at the Meeting and entitled to vote on the election of directors (i.e., the four nominees receiving the greatest number of votes “for” their election will be elected as directors). “Withheld” votes and broker non-votes are not considered votes cast “for” the foregoing purpose, and will have no effect on the outcome of the proposal, but will be counted in determining whether there is a quorum for the Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED HEREIN.
Executive Compensation Objectives
| ● | Align the interests of our executives with the long-term interests of stockholders through stock-based incentives |
Executive Compensation Objectives
| ● | Historical compensation levels and stock option and other stock-based grants at the Company |
Executive Compensation Objectives
| ● | The recommendations of an independent compensation consultant, to the extent compensation consultants are utilized |
Executive Compensation Objectives
| ● | Competitive market and peer company data |
Executive Compensation Objectives
| ● | On an as-needed basis, the services of an independent compensation consultant |
Competitive Benchmarking / Peer Group Analysis
Competitive Benchmarking / Peer Group Analysis Although the Company has no policy regarding the retention of independent consultants to conduct competitive benchmarking and/or a peer group analysis, it has, from time to time, engaged such consultants to assist the Committee in the review and determination of various compensation matters. In October 2023 the Committee engaged an independent compensation consultant, Frederic W. Cook & Co., Inc. (“Cook”) to conduct an independent review of the Company’s executive compensation program and non-employee director compensation program, and to analyze how the Company’s executive compensation and non-employee director programs compare to the competitive market. As part of the review a group of 18 publicly traded peer companies were selected and used for competitive benchmarking. The peer companies were selected by Cook and approved by the Committee. The selected companies were broadly similar to the Company in industry and/or scope of business operations and were within a reasonable size range of the Company with respect to revenue and market cap. The companies in the peer group were: American Software, Inc., Applied Digital Corporation, Asure Software, Inc., Augmedix, Inc., BigBear.ai Holdings, Inc., BlackSky Technology Inc., Brightcove Inc., DarioHealth Corp., Digimarc Corporation, Franklin Covey Co., Information Services Group, Inc., OneSpan, Inc., OptimizeRx Corp., Red Violet, Inc., Rekor Systems, Inc., Smith Micro Software, Inc., SoundThinking Inc., and Spire Global, Inc. The Compensation Committee re-engaged with Cook between June and December 2024 to supplement the guidance provided by Cook in connection with the October 2023 engagement, in light of the Company’s performance.
Components of the Executive Compensation Program
Performance-Based Cash Incentives Performance-based cash incentives provide the Company with a means of rewarding performance based upon the attainment of corporate financial goals, individual goals, and individual accomplishments and contributions to the Company. The Committee reviews the Company’s financial performance and individual performance, accomplishments and contributions, as well as recommendations provided to the Committee by the CEO for each executive officer other than the CEO. Cash incentives may be paid pursuant to an incentive compensation plan or as cash bonuses. Based on the Company’s performance in the year ended December 31, 2024, and on each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2024, in March 2025 the Committee awarded the following cash bonuses to named executive officers for the year ended December 31, 2024: $1.0 million to Mr. Abuhoff, $378,000 to Ms. Espineli, and $1.0 million to Mr. Mishra. Stock-Based Incentives The Company uses stock option grants and restricted stock units (“RSUs”) as the primary vehicles for employee stock-based incentives. The Committee believes stock-based incentives align the executive officers’ interests with those of stockholders in building stockholder value over the long term by tying a significant percentage of compensation to be realized by the executive officers to changes in stockholder value over the long term. The Committee also believes that stock-based incentives offer executive officers an incentive for the achievement of superior performance over time, and foster the retention of key management personnel. The number of stock options or RSUs the Committee awards each executive officer is based on his or her relative position, responsibilities and performance, including anticipated future performance, potential and responsibilities, and performance over the previous fiscal year, to the extent applicable. The grant date fair value of the award is also considered in determining the number of stock options to be awarded. The exercise price of stock options that are granted is equal to the closing market price of the Company’s Common Stock on the date of grant. The size and value of stock-based grants are not directly related to the Company’s performance. The Committee also reviews and considers prior stock-based grants made to each executive officer. In December 2024, the Committee awarded the following stock-based grants to named executive officers:
Components of the Executive Compensation Program
| Name | Number of Stock Options | Number of RSUs | | Jack S. Abuhoff | 80,000 | 60,000 | | Marissa B. Espineli | 24,000 | 18,000 | | Ashok Mishra | 80,000 | 60,000 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to the Company’s “named executive officers” for the fiscal year ended December 31, 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (S) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Jack S. Abuhoff President and Chief Executive Officer | 2024 | 518,750 | 1,000,000(1) | 2,580,600(2) | 2,592,800(3) | 8,600(4) | 6,700,750 | | | 2023 | 500,000 | 450,000(5) | — | — | 8,698(6) | 958,698 | | Marissa B. Espineli (6) Interim Chief Financial Officer | 2024 | 249,000 | 378,000(1) | 774,180(2) | 777,840(3) | — | 2,179,020 | | | 2023 | 240,000 | 90,000(5) | — | — | — | 330,000 | | Ashok Mishra Executive Vice President and Chief Operating Officer | 2024 | 415,000 | 1,000,000(1) | 2,580,600(2) | 2,592,800(3) | 11,400(7) | 6,599,800 | | | 2023 | 400,000 | 300,000(5) | — | -— | — | 700,000 |
SUMMARY COMPENSATION TABLE
| (1) Represents a cash bonus awarded by the Compensation Committee in March 2025 based on the Company’s performance in 2024, and each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2024. |
SUMMARY COMPENSATION TABLE
| (2) Represents the dollar amount of the aggregate grant date fair value of RSUs granted in 2024. The aggregate grant date fair value is based on the closing market price of the Company’s Common Stock on the date of grant, which was $43.01 on December 20, 2024. On December 20, 2024 each of Messrs. Abuhoff and Mishra were granted 60,000 RSUs and Ms. Espineli was granted 18,000 RSUs. The RSUs vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027. |
SUMMARY COMPENSATION TABLE
| (3) Represents the dollar amount of the aggregate grant date fair value of stock options granted in 2024. The aggregate grant date fair value is the amount the Company expects to expense in its financial statements over the award’s vesting schedule. This amount reflects the Company’s accounting expense and does not correspond to the actual value that will be realized by the named executive officer. For stock options, the grant date fair value is calculated using the Black-Scholes option pricing model and is based on the value of the option on the grant date, which was $32.41 on December 20, 2024. For information on the valuation assumptions, see Note 11 in the Notes to Consolidated Financial Statements filed with the Annual Report on Form 10-K for the year ended December 31, 2024. On December 20, 2024 each of Messrs. Abuhoff and Mishra were granted options to purchase 80,000 shares of Common Stock, and Ms. Espineli was granted an option to purchase 24,000 shares of Common Stock. The option has an exercise price equal to $43.01, and the options vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027. |
SUMMARY COMPENSATION TABLE
| (4) Represents the cost of employer-provided executive life and disability insurance in the amount of $6,150, and reimbursement for related federal and state income taxes in the amount of $2,450. |
SUMMARY COMPENSATION TABLE
| (5) Represents a cash bonus awarded by the Compensation Committee in April 2024 based on the Company’s performance in 2023, and each executive officer’s individual accomplishments and contributions towards the Company’s performance in 2023. |
SUMMARY COMPENSATION TABLE
| (6) Represents the cost of employer-provided executive life and disability insurance in the amount of $6,150, and reimbursement for related federal and state income taxes in the amount of $2,548. |
SUMMARY COMPENSATION TABLE
| (7) Represents the cost of an employer-provided apartment rental in November and December 2024. |
Outstanding Equity Awards at fiscal year-end 2024
Outstanding Equity Awards at fiscal year-end 2024 The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2024.
Outstanding Equity Awards at fiscal year-end 2024
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 ($) | | Jack S. Abuhoff | 400,000 | — | 1.24 | 7/31/2029 | 60,000(4) | 2,371,200 | | | 400,000 | — | 1.42 | 6/4/2030 | — | — | | | 80,000 | — | 7.24 | 8/1/2031 | — | — | | | — | 832,926(1) | 4.99 | 3/9/2032 | — | — | | | 106,666 | 53,334(2) | 3.41 | 10/6/2032 | — | — | | | — | 80,000(3) | 43.01 | 12/19/2034 | — | — | | Total | 986,666 | 966,260 | | | 60,000 | 2,371,200 | | Marissa B. Espineli | 50,000 | — | 1.11 | 7/16/2028 | 18,000(4) | 711,360 | | | — | 11,667(2) | 3.41 | 10/6/2032 | — | — | | | — | 24,000(3) | 43.01 | 12/19/2034 | — | — | | Total | 50,000 | 35,667 | | | 18,000 | 711,360 | | Ashok Mishra | 26,667 | — | 7.24 | 8/1/2031 | 60,000(4) | 2,371,200 | | | — | 416,632(1) | 4.99 | 3/9/2032 | — | — | | | 66,666 | 33,334(2) | 3.41 | 10/6/2032 | — | — | | | — | 80,000(3) | 43.01 | 12/19/2034 | — | — | | Total | 93,333 | 529,966 | | | 60,000 | 2,371,200 |
Outstanding Equity Awards at fiscal year-end 2024
| (1) Granted on March 10, 2022. 100% of the stock options vest on January 1, 2025. |
Outstanding Equity Awards at fiscal year-end 2024
| (2) Granted on October 7, 2022. The stock options vest in three equal installments beginning one year from the date of grant. The unvested portion will vest on October 7, 2025. |
Outstanding Equity Awards at fiscal year-end 2024
| (3) Granted on December 20, 2024. The stock options vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027. |
Outstanding Equity Awards at fiscal year-end 2024
| (4) Represents RSUs granted on December 20, 2024 that will vest in three equal installments on December 20, 2025, December 20, 2026 and December 20, 2027, and will be settled into shares of Innodata Inc.'s Common Stock upon vesting. The closing market price of the Company’s Common Stock on December 31, 2024 was $39.52. |
Potential Payments Upon Termination or Change-OF-Control
Potential Payments Upon Termination or Change-OF-Control
Estimated Termination or Change-of-Control Benefits at Year-End 2024
Estimated Termination or Change-of-Control Benefits at Year-End 2024 The following table summarizes the estimated value of payments to each of the named executive officers assuming different termination events occurred as of December 31, 2024.
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| Name | Cash Compensation ($) | Stock-based Compensation ($) | Welfare Benefits ($) | Aggregate Payments ($) | | Jack S. Abuhoff | | | | | | Termination for cause | — | — | 57,692 | 57,692 | | Termination without cause (1) | 3,037,500 | 33,058,013 | 157,759 | 36,253,272 | | Change-of-Control (2) | 4,556,250 | 33,058,013 | 207,792 | 37,822,055 | | Death | 1,000,000 | — | 57,692 | 1,057,692 | | Disability | 1,129,688 | — | 57,692 | 1,187,380 | | Marissa B. Espineli | | | | | | Termination for cause | — | — | 19,154 | 19,154 | | Termination without cause (1) | — | — | 19,154 | 19,154 | | Death | — | — | 19,154 | 19,154 | | Disability | — | — | 19,154 | 19,154 | | Ashok Mishra | | | | | | Termination for cause | — | — | 15,385 | 15,385 | | Termination without cause (1) | 415,000 | — | 15,385 | 430,385 | | Death | — | — | 15,385 | 15,385 | | Disability | 103,750 | — | 15,385 | 119,135 |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| (1) Includes resignation by the executive with good reason. |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| (2) Assumes the Company’s termination of the executive’s employment coincident with or following a change-of-control (as described below). |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
Payments on Change-of-Control Pursuant to Mr. Abuhoff’s employment agreement, a change-of-control shall be deemed to have occurred as of the earliest of any of the following events:
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | The closing of a transaction by the Company or any person (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company) (a “Person”), together with all “affiliates” and “associates” (within the meanings of such terms under Rule 12b-2 of the Exchange Act) of such Person, shall be the beneficial owner of thirty percent (30%) or more of the Company’s then-outstanding voting stock (“Beneficial Ownership”); |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | A change in the constituency of the Board such that, during any period of thirty-six (36) consecutive months, at least a majority of the entire Board shall not consist of Incumbent Directors. For purposes of this Paragraph 5(c)(ii), “Incumbent Directors” shall mean individuals who at the beginning of such thirty-six (36) month period constitute the Board, unless the election or nomination for election by the shareholders of the Company of each such new director was approved by a vote of a majority of the Incumbent Directors; |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | The closing of a transaction involving the merger, consolidation, share exchange or similar transaction between the Company and any other corporation other than a transaction which results in the Company’s voting stock immediately prior to the consummation of such transaction continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) at least two-thirds (2/3rds) of the combined voting power of the Company’s or such surviving entity’s outstanding voting stock immediately after such transaction; |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | The closing of a transaction involving the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets; or |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | A plan of liquidation or dissolution of the Company goes into effect. |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
Upon the Company’s termination of Mr. Abuhoff’s employment coincident or following a change-of-control, Mr. Abuhoff will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | 300% of his base salary to be paid in a lump sum payout within 30 days of the date of his termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | 300% of the greater of his most recently declared bonus (as defined) or the average of his three most recently declared bonuses to be paid in a lump sum payout within 30 days of the date of his termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | Continuation of his (and as applicable, his dependents’) medical and dental insurance until the earlier of the end of the maximum applicable COBRA coverage period or for the 36-month period immediately following Mr. Abuhoff’s termination (and if the COBRA period is shorter than the applicable 36-month period, pay Mr. Abuhoff an amount equal to the monthly cost charged by the Company for COBRA coverage during the period beginning upon the expiration of the maximum COBRA coverage period and the end of the 36-month continuation period); |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | Continuation of his life and long-term disability insurance for the 36-month period immediately following Mr. Abuhoff’s termination; |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives; and |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | Payment of up to six weeks’ accrued but unused vacation. |
Estimated Termination or Change-of-Control Benefits at Year-End 2024
Upon the occurrence of a change-of-control without a termination of Mr. Abuhoff’s employment, Mr. Abuhoff will receive:
Estimated Termination or Change-of-Control Benefits at Year-End 2024
| ● | The removal of any vesting, transfer, lock-up, performance or other restrictions or requirements on his stock options and other equity-based and non-equity-based awards and incentives. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table provides information regarding fiscal years ended December 31, 2024, 2023 and 2022 in satisfaction of Item 402(v) of Regulation S-K.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2); (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2); (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income (Loss) ($) | | 2024 | 6,700,750 | 33,186,894 | 4,389,410 | 11,293,466 | 745.66 | 28,660,007 | | 2023 | 958,698 | 6,633,775 | 515,000 | 2,109,996 | 153.58 | (908,512) | | 2022 | 3,628,930 | 2,080,789 | 1,205,981 | 801,723 | 56.04 | (11,934,107) |
PAY VERSUS PERFORMANCE
| (1) The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Abuhoff, the Company’s President and Chief Executive Officer. |
PAY VERSUS PERFORMANCE
| (2) “Compensation Actually Paid” as set forth in this column is calculated in accordance with the Rules set forth under Item 402(v) of Regulation S-K and does not reflect the actual amounts earned or that may be earned by the applicable NEO. |
PAY VERSUS PERFORMANCE
| (3) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. For the periods covered, no individual awards were granted and vested in the same year, no dividends or other earnings were paid on outstanding and unvested awards, and no equity awards were forfeited in the current year. For the periods covered there were no defined benefit or actuarial pension plan amounts reported in the Summary Compensation Table and as such the table below does not reflect any adjustments for such items. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE
| | Year | | | | | 2024 | 2023 | 2022 | | Summary Compensation Table Total for PEO ($) | 6,700,750 | 958,698 | 3,628,930 | | Exclusion of Current Year Stock Awards and Option Awards at Grant Date Fair Value ($) | (5,173,400) | — | (2,820,112) | | Add Year-End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at Year End ($) | 4,722,400 | — | 1,573,700 | | Changes in Fair Value of Awards Granted in Prior Years from Prior Year End to Current Year End of Outstanding and Unvested Awards ($) | 26,737,775 | 4,363,758 | (445,030) | | Changes in Fair Value from End of Prior Year to Vesting Date of Unvested Equity Awards that Vested in Current Year ($) | 199,369 | 1,311,319 | 143,301 | | Total Equity Award Adjustments ($) (subtotal) | 26,486,144 | 5,675,077 | (1,548,140) | | Compensation Actually Paid to PEO ($) | 33,186,894 | 6,633,775 | 2,080,789 |
PAY VERSUS PERFORMANCE
| (4) The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for the Company’s NEOs, excluding Mr. Abuhoff. The NEOs included for purposes of computing the amounts in this column include Ms. Espineli and Mr. Mishra. |
PAY VERSUS PERFORMANCE
| (5) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. For the periods covered, no individual awards were granted and vested in the same year, no dividends or other earnings were paid on outstanding and unvested awards, and no equity awards were forfeited in the current year. For the periods covered there were no defined benefit or actuarial pension plan amounts reported in the Summary Compensation Table and as such the table below does not reflect any adjustments for such items. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
PAY VERSUS PERFORMANCE
| | Year | | | | | 2024 | 2023 | 2023 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 4,389,410 | 515,000 | 1,205,981 | | Exclusion of Current Year Stock Awards and Option Awards at Grant Date Fair Value ($) | (3,362,710) | — | (765,326) | | Add Year-End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at Year End ($) | 3,069,560 | — | 443,193 | | Changes in Fair Value of Awards Granted in Prior Years from Prior Year End to Current Year End of Outstanding and Unvested Awards ($) | 6,969,110 | 1,216,321 | (103,239) | | Changes in Fair Value from End of Prior Year to Vesting Date of Unvested Equity Awards that Vested in Current Year ($) | 228,096 | 378,675 | 21,114 | | Total Equity Award Adjustments ($) (subtotal) | 6,904,056 | 1,594,996 | (404,258) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 11,293,466 | 2,109,996 | 801,723 |
PAY VERSUS PERFORMANCE
Pay Versus Performance Graphic Description. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the NEOs other than the PEO, and total shareholder return (“TSR”); and (ii) compensation actually paid to the PEO and the NEOs other than the PEO, and net income (loss).
DIRECTOR COMPENSATION FOR 2024
DIRECTOR COMPENSATION FOR 2024
Summary Director Compensation Table
Summary Director Compensation Table The following table sets forth information regarding compensation paid to non-executive directors during the fiscal year ended December 31, 2024 for service as a director.
Summary Director Compensation Table
| Name | Fees Earned or Paid in Cash($) | Stock Awards ($) | Total ($) | | Louise C. Forlenza | 75,000 | 124,998(1) | 199,998 | | Stewart R. Massey | 75,000 | 124,998(2) | 199,998 | | Nauman (Nick) Toor | 95,000 | 187,497(3) | 282,497 | | Total | 245,000 | 437,493 | 682,493 |
Summary Director Compensation Table
| (1) Represents the grant date fair value of 8,278 RSUs units granted on June 5, 2024. The RSUs vest 100% on the earlier to occur of (i) one year from the date of grant, and (ii) the date of the Company’s 2025 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. |
Summary Director Compensation Table
| (2) Represents the grant date fair value of 8,278 RSUs granted on June 5, 2024. The RSUs vest 100% on the earlier to occur of (i) one year from the date of grant, and (ii) the date of the Company’s 2025 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's 2021 Equity Compensation Plan), or (iii) the fifth anniversary of the date of grant. |
Summary Director Compensation Table
| (3) Represents the grant date fair value of 12,417 RSUs granted on June 5, 2024. The RSUs vest 100% on the earlier to occur of (i) one year from the date of grant, and (ii) the date of the Company’s 2025 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. Pursuant to the Company's deferred compensation program, upon vesting the shares will be subject to a deferred payment date. The deferred payment date will be the first to occur of (i) the reporting person's separation from service, death or disability, (ii) a change of control (as defined in the Company's 2021 Equity Compensation Plan), or (iii) the second anniversary of the date of grant. |
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table In 2024, each non-employee director, other than the Chairman of the Board of Directors, was compensated at the rate of $75,000 per annum, payable in twelve equal monthly installments, plus out-of-pocket expenses for each Board of Directors meeting they attended, and the Chairman of the Board of Directors was compensated at the rate of $95,000 per annum, payable in twelve equal monthly installments, plus out-of-pocket expenses for each Board of Directors meeting he attended. Directors do not receive any compensation for serving as a chairperson or member of a committee of the Board of Directors. Employees who are directors receive no compensation for serving on the Board of Directors. On June 5, 2024, each of Ms. Forlenza and Mr. Massey were granted 8,278 RSUs and Mr. Toor was granted 12,417 RSUs. The RSUs vest 100% on the earlier to occur of (i) one year from date of grant, and (ii) the date of the Company’s 2025 annual meeting of stockholders, and will be settled into shares of Innodata’s Common Stock upon vesting. The grant of stock-based compensation in the form of RSUs, and grant date fair value of the RSUs granted to each director, was based on recommendations provided by Frederick W. Cook, the independent compensation consultants engaged by the Compensation Committee in 2023.