DEF 14A of KVH Industries Inc \de\
Filed Apr 28, 2025 · FY20240001104659-25-040173
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The following table provides summary information about our nominees for election to the board as Class II Directors. Additional information for all directors, including the nominees, may be found on pages 7-8 and 13-14.
ELECTION OF DIRECTORS
| Name | Age | Director Since | Independent | Committee Membership | | Brent C. Bruun | 59 | 2022 | No | None | | Joseph Spytek | 54 | New nominee | Yes | — |
2024 EXECUTIVE COMPENSATION HIGHLIGHTS
| What We Do | What We Don’t Do | | ✔ Offer competitive compensation that attracts and retains executive talent, including selective retention bonuses during periods of significant transition ✔ Seek to align the interests of our named executive officers with those of our stockholders and reward the creation of long-term value for KVH stockholders through equity grants comprising a significant portion of total target compensation ✔ Emphasize variable performance-based compensation, including equity compensation, over fixed compensation ✔ Align payout of annual incentives to drivers of stockholder value, such as adjusted service gross profit, adjusted product gross profit, recurring operating expenses and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), less capital expenditures ✔ Balance the importance of achieving long-term strategic priorities and critical short-term goals linked to long-term objectives ✔ Align individual performance goals with our business strategy ✔ Cap incentive payments ✔ Benchmark compensation against that of a broad group of companies ✔ Implement a policy to recover erroneously awarded incentive compensation from our executive officers, regardless of fault or responsibility ✔ Impose minimum vesting periods of one year, with minor exceptions ✔ Require a “double trigger” for executives to receive cash severance and equity vesting upon a change of control | ✘ No tax gross-ups ✘ No guaranteed salary increases ✘ No evergreen provisions in our equity plan ✘ No “liberal share recycling” of restricted stock or other full-value awards under our equity plan ✘ No repricing of stock options or stock appreciation rights without stockholder approval ✘ No discounted stock options or stock appreciation rights ✘ No buyouts of stock options or stock appreciation rights without stockholder approval ✘ No “liberal” definition of change of control in our equity plan |
Average NEO Compensation Mix(1)
| For 2024, we had a non-equity incentive compensation plan intended to reward our named executive officers for achievement of both financial and individual performance goals for that year. Our financial performance goals for 2024 were based on adjusted service gross profit, adjusted product gross profit, recurring operating expenses and adjusted EBITDA, less capital expenditures. The financial performance goals represented 75% of each named executive officer’s target bonus opportunity; the individual performance goals represented the remaining 25%. In March 2025, after assessing our financial performance for 2024, our compensation committee determined that, for adjusted service gross margin, we did not achieve the threshold level of performance; for adjusted product gross profit, we exceeded the threshold level of performance and made approximately 55% progress toward our target; for recurring operating expenses, we exceeded our maximum targeted savings by approximately 39% and for adjusted EBITDA, less capital expenditures, we exceeded the threshold and made approximately 66% progress toward our target. Collectively, this level of achievement resulted in an aggregate payout of 50% of each executive’s target bonus for corporate performance. For individual performance goals, our compensation committee determined that our named executive officers employed as of December 31, 2024 achieved 100% of those goals. The aggregate incentive compensation actually received by our named executive officers employed as of December 31, 2024 ranged from approximately 25% to 56% of their respective base salaries, which was substantially below the targeted range of 40% to 90% of their respective base salaries. The following chart does not reflect severance payments to our former chief financial officer and former chief operating officer whose employment ended in 2024, each of whom received a pro-rata portion of his target incentive compensation as part of his severance compensation. |
Director Nominee
Director Nominee
Term Ending 2025
Term Ending 2025
Brent C. Bruun
Brent C. Bruun
Age: 59
Age: 59
President and Chief Executive Officer
President and Chief Executive Officer Brent C. Bruun has served as our president and chief executive officer since June 2022, having previously served as our interim president and chief executive officer from March 2022 to June 2022. He served as our chief operating officer with direct responsibility for our corporate development and mobile communication products and services for marine and land markets from July 2016 to March 2022 and direct responsibility for inertial navigation products from November 2018 to March 2022. From November 2012 to June 2016, Mr. Bruun served as our executive vice president of mobile broadband. From January 2011 to November 2012, he served as our senior vice president of global sales and business development. He served as our vice president of global sales and business development from July 2008 to December 2010. From January 2008 until joining KVH, Mr. Bruun worked as a private consultant. From January 2007 until January 2008, Mr. Bruun served as senior vice president of strategic initiatives for SES AMERICOM, a satellite operator providing services via its fleet of 16 geosynchronous satellites covering North America. In this position, he concentrated on global mobile broadband opportunities with particular emphasis on the maritime and aeronautical markets. Other positions held at SES AMERICOM included president of Americom’s Managed Solutions Division from July 2004 until December 2006 and senior vice president of business development from July 2002 until June 2004. Previously, Mr. Bruun held positions at KPMG LLP and General Electric. Mr. Bruun holds a B.S. in accounting from Alfred University and is a certified public accountant. Our nominating and corporate governance committee determined that Mr. Bruun should serve as a director because of his extensive satellite industry expertise.
Joseph Spytek
Joseph Spytek
Age: 54
Age: 54
Director Nominee
Director Nominee Joseph Spytek is nominated to become one of our directors at the annual meeting. Mr. Spytek joined the board of directors of Speedcast Communications, Inc., a global communications company, in October 2019 and served as its co-chief executive officer from February 2020 to January 2021, when he became the sole chief executive officer. He served in that position until December 2023. In April 2020, Speedcast filed a voluntary case under Chapter 11 of the United States Bankruptcy Code, which concluded in March 2021. From July 2017 to September 2019, Mr. Spytek provided technical advisory services regarding new business opportunities for the private equity firms Genesis Park and Riverside Partners. Mr. Spytek founded ITC Global, Inc., a provider of satellite communications to the energy, mining, and maritime markets, in 2001 and served as its founder and chief executive officer from its inception until June 2017. ITC Global, Inc. was acquired by Panasonic Corporation in August 2015 and became an independent unit of Panasonic Aviation. Mr. Spytek also served as
PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE
PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE 40% to 50% of base salary. The employment of two of our named executive officers, Roger A. Kuebel and Robert J. Balog, ended in 2024, and they did not participate in the 2024 incentive compensation program. For the financial performance components of the 2024 plan, the plan provided that payouts would begin when we achieved the requisite threshold of performance for the relevant metric, at which point executives would earn 50% of the targeted bonus amount for that metric. For performance below the applicable threshold, the executives would not earn any incentive compensation attributable to the relevant metric. Executives would earn the targeted incentive compensation payout when performance equaled the target and would earn the maximum payout of 200% of the targeted payout when performance equaled or exceeded a maximum level of outperformance. In March 2025, after assessing our financial performance for 2024, our compensation committee determined that, for adjusted service gross margin, we did not achieve the threshold level of performance; for adjusted product gross profit, we exceeded the threshold level of performance and made approximately 55% progress toward our target; for recurring operating expenses, we exceeded our maximum targeted savings by approximately 39% and for adjusted EBITDA, less capital expenditures, we exceeded the threshold and made approximately 66% progress toward our target. Collectively, this level of achievement resulted in an aggregate payout of 50% of each executive’s target bonus for corporate performance. For individual performance goals, our compensation committee determined that our named executive officers employed as of December 31, 2024 achieved 100% of those goals. The aggregate incentive compensation actually received by our named executive officers ranged from approximately 25% to 56% of their respective base salaries, which was substantially below the targeted range of 40% to 90% of their respective base salaries. Long-Term Equity Incentives. Equity incentives are designed to reward the achievement of long-term growth in the price of our common stock. The equity grants to our named executive officers in 2024 consisted of both options and restricted stock awards, with four-year vesting periods designed to support the retention of our named executive officers and encourage the executives to focus on the long-term performance of our stock price. Consistent with prior years, the compensation committee generally decided to grant a mix of restricted stock and option awards in order to balance the benefit of option awards, which more closely align the interests of our executives with the interests of our stockholders because options generate cash value only with stock price appreciation, with the benefit of restricted stock awards, which support greater executive retention while aligning the executive’s compensation with shareholder interests. Messrs. Kuebel and Balog did not receive equity awards in 2024. The compensation committee believed that granting equity incentives was the best method of motivating the named executive officers to manage our operations in a manner that is consistent with the long-term interests of our stockholders. The grant date fair values of the equity awards granted to our named executive officers in 2024 ranged from approximately 16% to 42% of the survey data median for annual grants for their respective positions. Policies and Practices Regarding the Grant of Stock Options. As of the date of this proxy statement, it is our policy not to grant stock options (including stock appreciation rights and similar awards with option-like features) in a manner that would establish the exercise price of the options based on trading prices occurring before the dissemination of material non-public information known to us at the time our compensation committee takes action to make the grant. Subject to the foregoing, it is our policy not to time the disclosure of material non-public information for the purpose of affecting the exercise price of options. In addition, it is our policy not to grant stock options in a manner that would establish the exercise price of the options based on trading prices occurring during periods when we presume to have material non-public information about KVH, including (a) during “blackout periods” established under our securities trading policy (each, a “Blackout Period”) or (b) during the period beginning four business days before, and ending one business day after, the anticipated (or, if later, actual) filing or furnishing of a report on Form 10-K, 10-Q or 8-K that discloses material non-public information (other than a report on Form 8-K disclosing a material new option grant under Item 5.02(e)) (each, a “Filing Window”). These restrictions do not apply to awards of restricted stock, restricted stock units or other types of awards that do not have an exercise price related to the market price of our common stock on the date of grant. Our compensation committee has the discretion to waive the application of these policies to particular facts and circumstances. Our executive officers are not permitted to choose the grant date for their individual stock option grants. Stock option grants to our employees, including our executive officers, and our directors are generally made annually at a meeting of the compensation committee that is held during the first quarter of each year. The grants are generally effective on the date of the meeting. However, if the meeting occurs during a Blackout Period or a Filing Window, the stock option grants will not be effective until the close of trading on the first full business day after the disclosure of the relevant quarterly earnings release or other material non-public information, unless such day is within a Filing Window, in which case such grants will not be effective until the close of trading on the first full business day after the filing or furnishing of the applicable report with the SEC. During 2024, we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, none of our named executive officers was awarded options with an effective grant date during any
PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE
PROPOSAL 2 – NON-BINDING SAY ON PAY VOTE period beginning four business days before the filing or furnishing of a report on Form 10-K, 10-Q or 8-K that disclosed material nonpublic information (other than a report on Form 8-K that disclosed a material new option grant under Item 5.02(e)), and ending one business day after the filing or furnishing of that report. Retention Bonuses. In March 2024, following the announcement of the staged wind-down of manufacturing activities at our Middletown, Rhode Island facility and a related reduction-in-force, our compensation committee decided to award discretionary bonuses to certain continuing employees to improve morale and promote retention of those employees. The compensation committee decided that our continuing executive officers should participate in this bonus program. Pursuant to this program, Mr. Bruun, Ms. Feingold and Mr. Pike received discretionary bonuses of $118,727, $42,535 and $23,494, respectively, in March 2024. Messrs. Kuebel and Balog did not receive bonuses under this program. Pay Practices. We do not use certain executive pay practices that stockholder advocates consider to be problematic. For example, we do not provide extensive perquisites to our named executive officers, we have a “double-trigger” requirement for executives to receive cash severance and equity vesting upon a change of control, and we do not provide any tax gross-ups. We also have no guaranteed salary increases. Consultant Independence. Our compensation committee’s independent consultant is retained directly by the compensation committee, provides no other services to us, and has provided the compensation committee with a written attestation of its independence from management. Stockholders are being asked to vote on the following resolution: RESOLVED: That the compensation paid to the corporation’s named executive officers, as disclosed in the corporation’s proxy statement for the 2025 annual meeting of stockholders pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, including the executive compensation tables and accompanying narrative disclosures, be, and it hereby is, approved. Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal at the annual meeting. As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not determine or overrule any decision by our directors or officers, create or imply any change to the fiduciary duties of our directors or officers or create or imply any additional fiduciary duties for our directors or officers. However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS
Stephen H. Deckoff
Stephen H. Deckoff
Age: 59
Age: 59
Director
Director Stephen H. Deckoff has served as one of our directors since June 2023. Mr. Deckoff has been the managing principal of Black Diamond Capital Management, L.L.C. (“Black Diamond”), a privately held alternative asset management firm, since its founding in 1995. In that capacity, he is responsible for all portfolio management and business operations. Prior to 1995, Mr. Deckoff was a senior vice president of Kidder, Peabody & Co. Inc. (“Kidder”) and head of its Structured Finance Group. Prior to joining Kidder, Mr. Deckoff was a managing director in the Structured Finance Group at Bear Stearns & Co., Inc. (“Bear Stearns”). Before joining Bear Stearns, Mr. Deckoff worked in the Structured Finance Department of Chemical Securities, Inc. and the Fixed Income Research Department at Drexel Burnham Lambert. Mr. Deckoff has held or currently holds board seats for a number of Black Diamond portfolio companies, including Consumer Portfolio Services, Inc., ION Media, Werner Ladder, White Birch, and Bayou Steel, among others, and he has held a board seat at Pacific National Bank, N.A., a privately chartered bank headquartered in Miami, since 2014. Our nominating and corporate governance committee determined that Mr. Deckoff should serve as a director because of his extensive financial experience and expertise. Director serving a term expiring at the 2027 annual meeting (Class I director):
David B. Kagan
David B. Kagan
Age: 63
Age: 63
Director
Director Committee Memberships: ➤ Audit Committee Chair ➤ Compensation Committee Member ➤ Nominating and Corporate Governance Committee Member Mr. Kagan has served as one of our directors since June 2022. In August 2022, Mr. Kagan became a member of the audit committee. In July 2024, he became the chairman of the audit committee, a member of the compensation committee, and a member of the nominating and corporate governance committee. From September 2023 to December 2023, he served as the advisor to the CEO of Globalstar, Inc. Prior to that, Mr. Kagan served as chief executive officer of Globalstar, Inc. (NYSE: GSAT), a leading provider of satellite solutions, from September 2018 until August 2023. He also served as president and chief operating officer of Globalstar from December 2017 to September 2018 and from January 2016 to March 2017. From March 2017 to November 2017, he was the chief operating officer of SpeedCast International Limited, a leading communications and information technology services provider. Mr. Kagan previously served as president of ITC Global LLC, a premier VSAT satellite services provider, from August 2014 to September 2015, and president and chief executive officer of Globe Wireless LLC, a maritime satellite services provider, from June 2011 until it was sold to Inmarsat in August 2014. Prior to that, he served as president and chief executive officer of Maritime Telecommunications Network, a major satellite services provider to the cruise, yachting, and maritime markets, from January 1997 to December 2008. Earlier in his career, he was vice president-finance, treasurer and co-chief financial officer at Norwegian Cruise Line (NYSE: NCLH) from 1994 to 1997. Mr. Kagan holds a master’s degree of Business Administration from Florida Atlantic University and a bachelor’s degree in both Finance and Marketing from the University of South Florida, Tampa. In March 2023, after a more-than-26-year career in the satellite industry, Mr. Kagan was inducted into the Satellite Hall of Fame. Mr. Kagan retired from Globalstar in December 2023. Our nominating and corporate governance committee determined that Mr. Kagan should serve as a director because of his extensive satellite industry expertise.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS Our executive officers who are not also directors are listed below:
Senior Vice President, General Counsel, Compliance Officer, Chief Data Privacy Officer, and Secretary
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS |
Summary Compensation Table For 2024
Summary Compensation Table For 2024 The following table provides information concerning the compensation earned by our chief executive officer and each of our two most highly compensated executive officers other than the chief executive officer (collectively with the chief executive officer, our “named executive officers”) during 2024. In 2024, the salary and bonus (including the non-equity incentive plan compensation) of our named executive officers as a percentage of total compensation ranged from 18% to 86%.
Summary Compensation Table For 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Brent C. Bruun President and Chief Executive Officer | 2024 | 528,133 | 119,727 | 118,698 | 125,147 | 297,295 | 10,350 | 1,199,350 | | | 2023 | 503,295 | 382,147 | 231,496 | 227,389 | 113,073 | 14,900 | 1,472,300 | | Felise B. Feingold SVP, General Counsel | 2024 | 336,791 | 43,535 | 61,874 | 65,234 | 105,325 | 10,104 | 622,863 | | | 2023 | 323,838 | 1,000 | 120,673 | 118,528 | 40,510 | 9,715 | 614,264 | | Anthony Pike(7) Chief Financial Officer | 2024 | 278,302 | 27,448 | 19,013 | 20,049 | 70,605 | 21,734 | 437,151 | | | 2023 | 248,746 | 6,264 | 37,082 | 36,429 | 21,765 | 19,753 | 370,039 | | Roger A. Kuebel Former Chief Financial Officer | 2024 | 107,900 | — | — | — | — | 439,752 | 547,652 | | | 2023 | 337,750 | 1,000 | 125,852 | 123,618 | 42,250 | 9,025 | 639,495 | | Robert J. Balog Former Chief Operating Officer | 2024 | 114,625 | — | — | — | — | 508,271 | 622,896 | | | 2023 | 357,191 | 1,000 | 131,464 | 129,129 | 44,526 | 11,900 | 675,210 |
Summary Compensation Table For 2024
(1) Amounts for 2024 reflect discretionary bonuses awarded in March 2024 to improve morale and promote retention after we announced a staged wind-down of our manufacturing operations and a related reduction-in-force and annual holiday bonuses of $1,000. Amounts for 2023 reflect annual holiday bonuses of $1,000 and, in the case of Mr. Bruun, a retention award granted in 2022, earned on December 31, 2023 and paid in 2024. (2) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown represent the aggregate grant date fair value, computed using the closing price of our common stock on the date of grant in accordance with Accounting Standards Codification 718, Compensation – Stock Compensation (ASC 718), of restricted stock awards granted during each year, excluding the impact of estimated forfeitures related to service-based vesting conditions. (3) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown represent the aggregate grant date fair value, computed using the Black-Scholes option pricing model in accordance with ASC 718, of options granted during each year, excluding the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made to determine the value of these awards are set forth in Note 6 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 10, 2025. (4) For 2024, the table reflects amounts that were earned under our management incentive compensation plan for 2024 performance and that were determined and paid in March 2025. For 2023, the table reflects amounts that were earned under our management incentive compensation plan for 2023 performance that were determined and paid in March 2024. Amounts reflect the value of 401(k) matching contributions and, in the case of Mr. Bruun, a housing allowance and, in the case of Mr. Pike, an automobile allowance. Mr. Bruun received a housing allowance of $5,000 for 2023, which allowance was discontinued for 2024. Mr. Pike’s automobile allowance was $7,672 and $7,463 for 2024 and 2023, respectively. Our named executive officers did not receive any other perquisites or personal benefits. Amounts for Messrs. Kuebel and Balog for 2024 also include the following severance compensation: (a) a lump sum cash payment in the amount of $351,520 and $373,430, respectively, representing one year of base salary, (b) a lump sum cash payment in the amount of $49,598 and $52,689, respectively, representing a pro rata portion (based on the number of days the executive was employed in 2024, divided by 365) of the executive’s target bonus for 2024, (c) acceleration of vesting of restricted stock awards that would have vested during the 12 months following the date of termination, in the amount of $32,645 and $64,728, respectively, representing the aggregate value of the number of accelerated shares based on the fair market value of our common stock on the effective date of the executive’s separation agreement and release, and (d) payment of the monthly employer contribution to the executive’s health insurance premiums from the date of termination to December 31, 2024, in the amount of $5,988 and $17,423, respectively. Receipt of severance compensation in the form of continuation of base salary and payment of employer contributions to health insurance premiums was contingent on the executive’s continued compliance with non-disclosure, non-competition, non-solicitation and other restrictive covenants in the executive’s employment agreement. Each of Messrs. Kuebel and Balog also received acceleration of vesting of stock options that would have vested during the 12 months following the date of termination; however, no value is attributed to such acceleration because the exercise price of each such option exceeded the fair market value of our common stock, and such options expired unexercised. (7) Amounts paid in British pounds have been converted to U.S. dollars using the average exchange rates in effect during 2023 and 2024, as applicable. For information regarding the material terms of our management incentive plan for 2024 and equity awards granted in 2024, see “Proposal 2 – Non-Binding Say on Pay Vote – Annual Cash-Based Incentive Compensation” and “Long-Term Equity Incentives” beginning on page 9 and the table below entitled “Outstanding Equity Awards at December 31, 2024”, including the footnotes.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table provides information concerning outstanding equity awards held by the named executive officers on December 31, 2024. The table gives effect to the acceleration of the vesting of certain awards on December 31, 2022.
Outstanding Equity Awards at December 31, 2024
| | Option Awards | | | | Stock Awards | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(1) | Option Expiration Date(2) | Grant Date of Shares of Stock That Have Not Vested | Number of Shares of Stock That Have Not Vested (#)(3) | Market Value of Shares of Stock That Have Not Vested ($)(4) | | Brent C. Bruun | | | | | 3/31/2021 | 3,203 | 18,257 | | | | | | | 6/8/2022 | 9,350 | 53,295 | | | | | | | 10/11/2022 | 2,834 | 16,154 | | | | | | | 3/7/2023 | 17,698 | 100,879 | | | | | | | 2/16/2024 | 23,598 | 134,509 | | | 53,646 | — | 8.12 | 8/2/2025 | | | | | | 26,015 | 8,671 | 12.68 | 3/31/2026 | | | | | | 25,568 | 25,568 | 8.09 | 5/2/2027 | | | | | | 7,698 | 7,696 | 8.82 | 10/11/2027 | | | | | | 14,018 | 42,054 | 9.81 | 3/7/2028 | | | | | | — | 56,072 | 5.03 | 2/16/2029 | | | | | Felise B. Feingold | | | | | 3/31/2021 | 2,352 | 13,406 | | | | | | | 6/8/2022 | 6,865 | 39,131 | | | | | | | 3/7/2023 | 9,225 | 52,583 | | | | | | | 2/16/2024 | 12,301 | 70,116 | | | 39,393 | — | 8.12 | 8/2/2025 | | | | | | 19,104 | 6,367 | 12.68 | 3/31/2026 | | | | | | 18,776 | 18,774 | 8.09 | 5/2/2027 | | | | | | 7,307 | 21,921 | 9.81 | 3/7/2028 | | | | | | — | 29,228 | 5.03 | 2/16/2029 | | | | | Anthony Pike | | | | | 3/31/2021 | 453 | 2,582 | | | | | | | 6/8/2022 | 1,238 | 7,057 | | | | | | | 3/7/2023 | 2,835 | 16,160 | | | | | | | 2/16/2024 | 3,780 | 21,546 | | | 2,059 | — | 8.12 | 8/2/2025 | | | | | | 3,681 | 1,226 | 12.68 | 3/31/2026 | | | | | | 3,388 | 3,388 | 8.09 | 5/2/2027 | | | | | | 2,246 | 6,737 | 9.81 | 3/7/2028 | | | | | | — | 8,983 | 5.03 | 2/16/2029 | | | | | Roger A. Kuebel | — | — | — | — | — | — | — | | Robert J. Balog | — | — | — | — | — | — | — |
Outstanding Equity Awards at December 31, 2024
(1) Options vest and become exercisable in equal installments on the first four anniversaries of the grant date. (2) Each option was granted five years before the option expiration date and has a five-year term. (3) Restricted stock awards vest in equal installments on the first four anniversaries of the grant date. Market value is calculated by multiplying the number of restricted stock awards that have not vested by $5.70, which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of 2024.
Pay for Performance Table
| Year | Summary Compensation Table Total for Mr. Bruun | Compensation Actually Paid to Mr. Bruun | Summary Compensation Table Total for Mr. Kits van Heyningen | Compensation Actually Paid to Mr. Kits van Heyningen | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(1) | Net Income ($000s) | | (a) | (b) | (c) | (b1) | (c1) | (d) | (e) | (f) | (h) | | 2024 | 1,199,350 | 1,203,610(2) | —(2) | —(2) | 557,641 | 527,038(2) | 62.02 | $(11,048) | | 2023 | 1,472,301 | 952,348(3) | —(3) | —(3) | 657,352 | 344,596(3) | $46.34 | $(15,422) | | 2022 | 1,355,641 | 1,399,233(4) | 768,470(4) | 708,143(4) | 1,048,519 | 1,081,702(4) | $90.04 | $24,101 |
Director Compensation
Director Compensation
Director Compensation Program for 2024
Director Compensation Program for 2024 Our director compensation program for 2024 was designed to provide a majority of the directors’ compensation in the form of equity awards and the remainder of the directors’ compensation in cash in the form of annual retainers and meeting fees. Directors who were employees did not receive separate compensation for their services as directors. We paid directors serving as employees as set forth in the “Summary Compensation Table For 2024”. Our director compensation program for 2024 continued the program in place at the end of 2023. Under that program, non-employee directors receive an annual cash retainer of $26,250 as well as $2,625 for each regularly scheduled quarterly board meeting that they attend. In addition, non-employee directors receive an annual restricted stock award having a fair market value of $75,000 on the date of grant. In addition, directors serving in the capacities indicated in the following table receive additional annual restricted stock awards having a fair market value in the amount indicated in the following table for each such position:
Director Compensation Program for 2024
| Position | Annual Value of Restricted Stock Awards ($) | | Non-Employee Chair of the Board or Lead Independent Director | $7,500 | | Audit Committee Chair | 18,000 | | Audit Committee Member (other than Chair) | 9,000 | | Compensation Committee Chair | 10,000 | | Compensation Committee Member (other than Chair) | 5,000 | | Nominating and Corporate Governance Committee Chair | 10,000 | | Nominating and Corporate Governance Committee Member (other than Chair) | 5,000 |
Director Compensation Program for 2024
All of these awards vest in four equal quarterly installments and vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders. Directors who are newly appointed to any of these positions receive a pro rata award based on their period of service in that position. In addition, all outstanding equity awards held by non-employee directors vest in full immediately prior to the consummation of a change in control (as defined in our Amended and Restated 2016 Equity and Incentive Plan (the “2016 Plan”) at the time of such change in control).
Director Compensation Table for 2024
Director Compensation Table for 2024 The following table provides information regarding the compensation of our directors who were not named executive officers for 2024.
Director Compensation Table for 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | David M. Tolley | $36,750 | $106,504 | $143,254 | | David B. Kagan | 36,750 | 103,004 | 139,754 | | Charles R. Trimble | 36,750 | 99,004 | 135,754 | | Stephen Deckoff | 31,500 | 75,001 | 106,501 | | Cathy-Ann Martine-Dolecki(3) | 5,250 | — | 5,250 | | Cielo Hernandez(3) | 5,250 | — | 5,250 |
Director Compensation Table for 2024
(1) Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown represent the aggregate grant date fair value, computed using the market price on the date of grant in accordance with ASC 718, of restricted stock awards granted during 2024, excluding the effect of estimated forfeitures. (2) Amounts shown reflect actual cash earned during 2024 as well as the aggregate grant-date fair value of stock awards granted during 2024. Refer to the “Outstanding Director Equity Awards at December 31, 2024” table for information concerning outstanding equity awards held by our non-employee directors. The terms of Mses. Martine-Dolecki and Hernandez ended at the annual meeting of stockholders on June 12, 2024.