DEF 14A of Holley Inc.
Filed Mar 21, 2024 · FY20230001140361-24-014443
EVP, General Counsel & Corporate Secretary
| INDEX OF FREQUENTLY REQUESTED INFORMATION | | | Board Leadership Structure | 7 | | Board Committees | 9 | | Director Compensation | 13 | | Director Independence | 7 | | Director Nominees | 15 | | Executive Employment Agreements | 24 | | Employment Agreements | 27 | | Governance Documents | 12 | | Related Person Transaction Policy | 31 | | Risk Oversight | 12 |
EVP, General Counsel & Corporate Secretary
The Compensation and Talent Committee believes directors should be incentivized to improve the long-term value of the Company and promote stockholder returns. Accordingly, in addition to the above fees, our directors are also compensated with equity awards under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). On May 11, 2022, the Company awarded each non-employee director 9,320 restricted stock units (“RSUs”), which vested on May 11, 2023 (the first anniversary of the date of grant). On February 6, 2023, the Company awarded 24,854 RSUs to Mr. Clempson upon his appointment to the board, which vested on February 6, 2024 (the first anniversary of the date of grant). On May 6, 2023, the Company awarded each non-employee director 34,979 RSUs, which will vest on May 6, 2024 (the first anniversary of the date of grant), provided that the director remains on the Board through such date. On July 3, 2023, the Company awarded 21,397 RSUs to Ms. Gloeckler, upon her re-appointment to the board, which will vest on May 6, 2024 (the first anniversary of the date of the annual grant to each non-employee director). In addition, the Company has entered into an indemnification agreement with each of its directors, which requires the Company to indemnify them against certain liabilities that may arise as a result of their status or service as directors of the Company. The Company pays the premiums on the directors’ and officers’ liability insurance policies. The Company also reimburses members of the Board of Directors for travel expenditures related to their services to the Company. Executive Chairman of the Board Compensation As Executive Chairman of the Board, Mr. Rubel received a base salary of $250,000 in 2023. Mr. Rubel assumed the role of Executive Chairman in February 2023, and his 2023 compensation reflects such partial year of service. Mr. Rubel did not receive any cash incentive bonus in 2023. On February 6, 2023, upon assuming the role of Executive Chairman, Mr. Rubel received an award of 75,000 RSUs, which vested on February 6, 2024 (the first anniversary of the date of grant), and on May 6, 2023, received an additional award of 25,000 RSUs, which also vested on February 6, 2024. The following table sets forth the compensation awarded to, earned by, or paid to Holley’s Board of Directors during the fiscal year ended December 31, 2023:
EVP, General Counsel & Corporate Secretary
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Other Compensation ($) | Total ($) | | Matthew Rubel(2) | 237,000 | 314,500 | — | 551,500 | | Anita Sehgal | 94,500 | 84,999 | — | 179,499 | | Michelle Gloeckler(3) | 58,652 | 89,225 | 875,482 | 1,023,359 | | Ginger M. Jones | 104,000 | 84,999 | — | 188,999 | | Owen Basham(4) | 90,000 | 84,999 | — | 174,999 | | James Coady(4) | 80,000 | 84,999 | — | 164,999 | | Graham Clempson | 85,500 | 85,001 | — | 170,501 |
EVP, General Counsel & Corporate Secretary
| (1) The amounts provided represent the aggregate grant date fair value of RSUs granted as board compensation in 2023 under the 2021 Plan. The fair value of the RSUs awarded to Mr. Clempson upon joining the Board was $3.42 per share, which was equal to the price of the underlying common stock on the date of grant. The fair value of the annual 2023 RSU award to each non-employee director was $2.43 per share, which was equal to the price of the underlying common stock on the date of grant. The fair value of the RSUs awarded to Ms. Gloeckler upon her re-appointment to the Board was $4.17 per share, which was equal to the price of the underlying common stock on the date of grant. Mr. Rubel received two RSU awards in 2023 as compensation for his role as Executive Chairman of the Board with a weighted average of grant date fair value of $3.15. |
EVP, General Counsel & Corporate Secretary
| (4) Director cash compensation attributable to Mr. Basham’s and Mr. Coady’s service was paid to Sentinel Capital Partners. In addition, awards of RSUs attributable to Mr. Basham’s and Mr. Coady’s service are held by Sentinel Capital Partners. |
EVP, General Counsel & Corporate Secretary
| PROPOSAL 1 | | Election of Directors | | Our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Class III directors, which consist of Messrs. Rubel, Basham, and Clempson, served for a term expiring at this Annual Meeting. Class I directors, which consist of Mses. Gloeckler and Sehgal and Mr. Stevenson, and Class II directors, which consist of Ms. Jones and Mr. Coady, will serve for a term expiring at the 2025 and 2026 annual meeting of stockholders, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on the Board. | | There are three Class III directors whose term of office expires at the Annual Meeting. Our Nominating and Governance committee has recommended, and our Board has approved, Matthew Rubel, Owen M. Basham, and Graham Clempson as nominees for election as directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2027 annual meeting of stockholders or until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation removal, retirement, or disqualification. | | Each of the nominees has consented to serve as a director, if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by the Board, or alternatively, the Board may reduce the size of the Board. | | Our Board recommends a vote “FOR” the election of each nominee. |
EVP, General Counsel & Corporate Secretary
Director Nominees For each of the three director nominees standing for election, the following describes certain biographical information and the specific experience, qualifications, attributes, or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.
EVP, General Counsel & Corporate Secretary
| Matthew Rubel | 66 Executive Chairman, Holley Inc.; Chairman of Executive Board, MidOcean Partners DIRECTOR SINCE 2020 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | None | • The Joint Chiropractic | | BACKGROUND | | | Mr. Rubel has served as the Executive Chairman of our board of directors since February 2023. Prior to assuming the role of Executive Chairman, Mr. Rubel served as the Company’s non-executive Chairman of the Board since its Business Combination with Empower in July 2021. Prior to the Business Combination, Mr. Rubel served as Empower’s Chief Executive Officer and Chairman since August 2020. Mr. Rubel serves as the Chairman of MidOcean’s Executive Board since joining the firm in 2018, where he leads the Executive Board’s efforts to provide industry insights to MidOcean’s investment teams and portfolio companies. | | | Mr. Rubel is a renowned retail and brand Chief Executive Officer, having led many successful global brands and businesses. Most recently, Mr. Rubel served as Chief Executive Officer, President, and Board Member of Varsity Brands, a leader in sport, spirit, and achievement products, which he strategically focused and integrated. Previously, Mr. Rubel served as Chairman, Chief Executive Officer and President of Collective Brands, Inc., which included Payless ShoeSource, Sperry Topsider, Saucony, Stride Rite, and Keds. Prior to Collective Brands, Mr. Rubel was Chairman, Chief Executive Officer, and President of Cole Haan LLC, from 1999 to 2005. Prior to Cole Haan, he served in senior management roles at J. Crew Group, Revlon, and Murjani International Ltd. | | | Mr. Rubel has been a director of numerous multinational retail and consumer branded companies. He currently serves as Executive Chairman of MidOcean’s portfolio company KidKraft, and also on the Boards of The Joint Chiropractic and MidOcean’s portfolio company Image Skincare. He previously was an Independent Director at Hudson’s Bay Company (“HBC”), where he served on the Special Committee for HBC’s going private transaction. Mr. Rubel also served as an Independent Director of HSNi, the holding company of HSN and Cornerstone Brands. In addition, Mr. Rubel served as an Independent Director at TreeHouse Foods, Inc., SUPERVALU, ELF Cosmetics, and Furniture Brands, and as an advisor to early-stage technology and retail companies, including Celect, Inc., Retail Next, First Insight, and AfterPay. Mr. Rubel has also worked closely as a Senior Advisor with TPG Capital, TPG Growth, and Roark Capital. He was a presidential appointee to the White House Advisory Committee for Trade Policy Negotiation from 2010 to 2018. Mr. Rubel holds a Bachelor of Science from Ohio University and an MBA from the University of Miami. | | | Mr. Rubel’s qualifications to serve on our Board include his extensive business and management experience, along with his extensive private and public company board and committee experience. | |
EVP, General Counsel & Corporate Secretary
| Owen M. Basham | 38 Partner, Sentinel Capital Partners DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee | None | | • Nominating and Governance Committee | | | BACKGROUND | | | Mr. Basham has served as a member of our Board of Directors since July 2021 and, prior to the Business Combination, previously served as a director of Holley Intermediate since 2018. Mr. Basham is a partner of Sentinel Capital Partners. Prior to joining Sentinel in 2012, he spent two years in the restructuring and special situations group of Macquarie Capital and two years at Nancy Creek Capital, a lower middle market private equity and mezzanine debt firm. He currently serves as a director of Sentinel portfolio companies Empire Auto Parts, High Bar Brands, L2 Brands, and RefrigiWear. He previously served as a director of Altima Dental, Fazoli’s, GSM Outdoors, MB2 Dental, and SONNY’S Enterprises prior to Sentinel’s sale of these businesses. Mr. Basham holds a BS in Commerce from the University of Virginia’s McIntire School. | | | Mr. Basham’s qualifications to serve on our Board include his strong strategic leadership, business development, and financial skills. | |
EVP, General Counsel & Corporate Secretary
| Graham Clempson | 62 Vice Chairman of Executive Board, MidOcean Partners DIRECTOR SINCE 2023 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee (Chair) | None | | • Audit Committee | | | BACKGROUND | | | Mr. Clempson has served as a member of our Board since February 2023. Prior to that, he was an observer on the Board since the Business Combination. Prior to the Business Combination, Mr. Clempson served as Empower’s President and was a member of Empower’s Board of Directors. He is Vice Chairman of MidOcean, which he co-founded in 2003, and serves on MidOcean’s Executive Board with a focus on the firm’s Investment Strategy, Portfolio Management, and Business Development functions based in New York. Previously, Mr. Clempson was MidOcean’s European Managing Partner, based in London, from the firm’s inception until 2012. In addition to his role at MidOcean, Mr. Clempson serves as Managing Partner at Quartic Capital LLP, which he founded in 2012. Quartic Capital LLP invests in and manages complex portfolios of secondary private equity assets, in partnership with Coller Capital, a leading global secondary private equity investment firm. Prior to co-founding MidOcean, Mr. Clempson held various leadership positions in the European finance and private equity sectors, including CEO of Morgan Grenfell Private Equity, European Managing Partner of Deutsche Bank Capital Partners, and Co-Head of European Investment Banking at Deutsche Bank, with particular responsibility for the bank’s Financial Sponsor Coverage, Leveraged Finance, and High Yield departments. Mr. Clempson began his career at Bankers Trust Company in 1983. Mr. Clempson holds an MA in Law from Oxford University. | | | Mr. Clempson’s qualifications to serve on our Board include his strategic leadership, business development and financial skills. | |
EVP, General Counsel & Corporate Secretary
Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders
EVP, General Counsel & Corporate Secretary
| Matthew J. Stevenson | 46 President and Chief Executive Officer, Holley Inc. DIRECTOR SINCE 2023 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | None | • None | | BACKGROUND | | | Mr. Stevenson currently serves as President and Chief Executive Officer and a Director, positions he has held since June 6, 2023. Prior to joining the Company, Mr. Stevenson served as President of Blue Bird Corporation, a designer and manufacturer of school buses, since July 2021, and had served as President and Chief Executive Officer of Blue Bird since November 2021. From 2020 until he joined Blue Bird Corporation, Mr. Stevenson served as an independent advisor to Hyliion, Inc. in the commercial vehicle electric powertrain market and various private equity firms in the consumer services space. Mr. Stevenson also served as President of Terminix Residential from 2017 to 2019, which was a subsidiary of ServiceMaster Global Holdings, Inc. engaged in the business of providing termite and pest services to residential and commercial customers. Mr. Stevenson has served as a Board Member for National Pool Partners since 2021. Mr. Stevenson holds a Bachelor of Science degree in Management with a concentration in Marketing from Kettering University. He also has a Master of Business Administration degree from the Ross School of Business at the University of Michigan. | | | Mr. Stevenson’s qualifications to serve on our Board include his strategic leadership, business development and financial skills. | |
EVP, General Counsel & Corporate Secretary
| Michelle Gloeckler | 57 Former Chief Merchant & President International, Academy Sports & Outdoors DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee | • BJ’s Wholesale Club | | • Nominating and Governance Committee | • The Duckhorn Portfolio, Inc. | | BACKGROUND | | | Ms. Gloeckler has served as a member of our Board since July 2021, and from February 2023 to June 2023, she served as our Interim Chief Executive Officer. Prior to her appointment as Interim Chief Executive Officer, Ms. Gloeckler served as the Chair of each of the Board’s Compensation and Talent Committee and Nominating and Governance Committee. Ms. Gloeckler is a former retail executive with more than thirty years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing, and strategy. In December 2021, Ms. Gloeckler was appointed as an independent member of the board of directors of Pairwise. Ms. Gloeckler has been a member of the board of directors of BJ’s Wholesale Club (NYSE: BJ) since September 2019, where she serves on the nominating and governance committee. In mid-May 2021, Ms. Gloeckler was appointed as a member of the board of directors of The Duckhorn Portfolio, Inc. (NYSE: NAPA), where she serves on the audit committee and nominating and corporate governance committee. Ms. Gloeckler is a former retail executive with more than thirty years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing, and strategy. Ms. Gloeckler served as an independent director on Benson Hill Biosystems, Inc.’s board and audit committee from 2019 to 2021 and was the Chief Merchant & President International for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler was an executive at Walmart Inc. (NYSE: WMT), from February 2009 to August 2016, where she held various executive roles. Most recently, she served as Executive Vice President, Consumables, Health and Wellness, and led their U.S. manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionary manufacturer. Ms. Gloeckler served on The University of Michigan Dean’s Advisory Council from 2015 to 2022. She holds a Bachelor’s Degree in Communication and Psychology from the University of Michigan. | | | Ms. Gloeckler’s qualifications to serve on our Board include her extensive business and management experience, along with her extensive private and public company board and committee experience. | |
EVP, General Counsel & Corporate Secretary
| Anita Sehgal | 51 SVP, Marketing & Communications, Houston Astros DIRECTOR SINCE 2022 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Nominating and Governance Committee (Chair) | • Reitmans (Canada) Limited (RET) | | • Audit Committee | | | BACKGROUND | | | Ms. Sehgal has served as a member of our Board since May 2022. Ms. Sehgal has served as Senior Vice President, Marketing & Communications with the Houston Astros, a Major League Baseball team, since 2015. In her role, Ms. Sehgal provides strategic leadership for the ballclub’s retail, advertising, marketing, communications, broadcasting, and alumni relations, including support for a broad variety of sponsorship, ticket, special event, community, and the Astros Golf Foundation and Houston Open initiatives. Prior to joining the Houston Astros, Ms. Sehgal spent over 20 years in various strategic marketing functions with several organizations, including FGL Sports, Best Buy, and most recently Academy Sports + Outdoors. She plays an active role in several Houston-based organizations, including her position as an Executive Committee Board Member of the Boys and Girls Club of Greater Houston, and as a board member of WISE Houston. She is also a Board Director for Reitmans (Canada) Limited, and an active Brand 50 member of World 50. In 2016, Ms. Sehgal was honored as one of Houston’s Top 15 Business Women by the National Diversity Council. In 2018, Ms. Sehgal was honored again by the National Diversity Council as the National Business Woman of the Year. She also received honors in 2018 as one of Texas Executive Women’s Women on the Move. Most recently, Ms. Sehgal was recognized in 2021 by the National Diversity Council as a Power 50, for her contributions and commitment to both business and community. In November 2021, Ms. Sehgal was celebrated as the 2021 Woman of Inspiration by WISE Houston, and she was also recognized in both 2021 and 2022 by the National Diversity Council as a Power 50, for her contributions and commitment to both business and community. In 2023, Houston Woman’s Magazine honored Anita as one of 50 Women of Influence. Ms. Sehgal holds Bachelor’s of Business Administration degree, with a focus in marketing and human resources, from the University of Regina. | | | Ms. Sehgal’s qualifications to serve on our Board include her extensive business and marketing experience. | |
EVP, General Counsel & Corporate Secretary
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
EVP, General Counsel & Corporate Secretary
| James D. Coady | 54 Partner, Sentinel Capital Partners DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Nominating and Governance Committee | None | | BACKGROUND | | | Mr. Coady has served as a member of our Board since July 2021 and, prior to the Business Combination, previously served as a director of Holley Intermediate since 2018. Mr. Coady is a partner of Sentinel Capital Partners. Prior to joining Sentinel in 1998, Mr. Coady spent three years as an associate at First Chicago Equity Capital, the private equity division of First Chicago NBD, and two years as an analyst at Alex. Brown & Sons. He currently serves as a director of Sentinel portfolio companies American West Restaurant Group, High Bar Brands, and , Empire Auto Parts. He also served as a director of Cabi, Chase Doors, Checkers, Colson, Cottman, Engineered Controls, Falcon Holdings, Fasloc, Huddle House, Interim Healthcare, Massage Envy, Metro Dentalcare, Midwest Wholesale, Newk’s Eatery, Nivel, NorSun Food Group, Pet Supplies Plus, Quick Weight Loss Centers, RotoMetrics, Southern California Pizza, and Vintage Parts prior to Sentinel’s sale of these businesses. Mr. Coady holds an MBA from Northwestern University’s J.L. Kellogg Graduate School of Business and an AB from Harvard University. | | | Mr. Coady’s qualifications to serve on our Board include his experience related to private equity and transactional matters and post-acquisition oversight of operational performance at portfolio companies. | |
EVP, General Counsel & Corporate Secretary
| Ginger M. Jones | 59 Former SVP and CFO, Cooper Tire & Rubber Company DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Audit Committee (Chair) | • Tronox Holdings plc | | • Compensation and Talent Committee | • Nordson Corporation | | BACKGROUND | | | Ms. Jones has served as a member of our Board since July 2021. Ms. Jones has been a member of the board of directors of Tronox Holdings plc (NYSE: TROX) since April 4, 2018, and currently serves as its audit committee chair and member of the human resources and compensation committee. Since December 2019, Ms. Jones has served as a member of the board of directors of Nordson Corporation (NASDAQ: NDSN), and currently serves on the audit committee and the compensation committee. From October 2013 to October 2020, Ms. Jones was a member of the board of directors of Libbey Inc. (NYSE: LBY), where she chaired its audit committee. Prior to her retirement in December 2018, Ms. Jones served as Vice President and Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB) beginning in December 2014 and was promoted to Senior Vice President and Chief Financial Officer in February 2016. At Cooper, Ms. Jones was responsible for Cooper’s financial operations, investor relations, business information systems, and corporate strategic planning. Prior to joining Cooper, Ms. Jones served as Senior Vice President and Chief Financial Officer of Plexus Corp. (NASDAQ: PLXS) from 2007 to 2014, and Vice President and Corporate Controller of Banta Corporation from 2002 to 2007 (formerly NYSE: BN). A certified public accountant, Ms. Jones began her career with Deloitte & Touche. Ms. Jones holds a Master of Business Administration from The Ohio State University and a Bachelor’s Degree in Accounting from the University of Utah. | | | Ms. Jones’ qualifications to serve on our Board include her substantial experience in accounting and finance, along with her extensive experience in senior management. | |
EVP, General Counsel & Corporate Secretary
| PROPOSAL 2 | | Ratification of Appointment of Independent Registered Public Accounting Firm | | Grant Thornton LLP (“Grant Thornton”) has served as the Company’s independent registered public accounting firm since 2021 and had served as principal accountants to Holley Intermediate and its subsidiaries prior to the consummation of the Business Combination. Representatives of Grant Thornton are expected to be present at the Annual Meeting online and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from stockholders. | | As provided in the Audit Committee’s charter, the Audit Committee is responsible for directly appointing, retaining, terminating, and overseeing our independent registered public accounting firm. Our Audit Committee continuously evaluates the independence and effectiveness of Grant Thornton and its personnel, and the cost and quality of its audit and audit-related services. | | We are asking stockholders to ratify the Audit Committee’s selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024. While such ratification is not required, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice. If stockholders do not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024, our Audit Committee may reconsider the selection of Grant Thornton as our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. | | Our Board of Directors recommends a vote “FOR” the ratification of the selection by the Audit Committee of Grant Thornton as our independent registered public accounting firm. |
EVP, General Counsel & Corporate Secretary
Independent Public Accountant The following is a summary of fees paid or to be paid to Grant Thornton for services rendered over the prior two fiscal years.
EVP, General Counsel & Corporate Secretary
| | FOR THE YEAR ENDED DECEMBER 31, 2023 | FOR THE YEAR ENDED DECEMBER 31, 2022 | | Audit Fees(1) | $1,182,473 | $1,186,892 | | Audit-Related Fees(2) | $39,330 | $66,750 | | Tax Fees(3) | $3,078 | $55,274 | | All Other Fees(4) | $— | $— | | Total | $1,224,881 | $1,308,916 |
EVP, General Counsel & Corporate Secretary
| (1) Audit fees are the aggregate fees billed or expected to be billed for professional services rendered by the principal accountant for the audit of our annual financial statements for fiscal 2023 and 2022 and review of quarterly financial statements and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. |
EVP, General Counsel & Corporate Secretary
| (2) Audit-related fees are the aggregate fees billed or expected to be billed for each of fiscal 2023 and 2022 for professional services relating to comfort letters, consents, and assistance with and review of registration statement filings. |
EVP, General Counsel & Corporate Secretary
| (3) Tax fees are the aggregate fees billed or expected to be billed for each of fiscal 2023 and 2022 for tax compliance, tax advice and tax planning. For fiscal 2023 and 2022, these services include assistance regarding tax audits. |
EVP, General Counsel & Corporate Secretary
| (4) All other fees are the aggregate fees billed or expected to be billed for each of fiscal 2023 and 2022 for products and services provided by the principal accountant that do not fall into one of the other three categories above. There were no such fees during fiscal 2023 or 2022. |
EVP, General Counsel & Corporate Secretary
Pre-Approval Policy The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by Grant Thornton to us since their appointment were pre-approved by the Audit Committee. Audit Committee Report* The Audit Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and SEC. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC. Submitted by: Audit Committee of the Board of Directors
Graham Clempson
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | OPTION AWARDS ($)(3) | STOCK AWARDS ($)(4) | NON-EQUITY INCENTIVE COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Matthew J. Stevenson President and Chief Executive Officer | 2023 | $387,692 | $700,000 | $— | $7,614,400 | $721,000 | $217,157 | $9,640,249 | | Jesse Weaver Chief Financial Officer | 2023 | $435,000 | $— | $— | $752,499 | $291,233 | $17,854 | $1,496,586 | | Carly Kennedy EVP, General Counsel and Corporate Secretary | 2023 | $326,469 | $— | $— | $480,000 | $168,132 | $24,004 | $998,605 | | | 2022 | $233,846 | $— | $146,677 | $228,584 | $— | $312,983 | $922,090 | | Michelle Gloeckler Former Interim President and Chief Executive Officer | 2023 | $189,716 | $— | $— | $582,025 | $189,716 | $61,902 | $1,023,359 | | Tom Tomlinson Former President and Chief Executive Officer | 2023 | $63,079 | $— | $— | $— | $64,971 | $447,944 | $575,994 | | | 2022 | $512,116 | $— | $1,623,406 | $1,038,000 | $— | $171,698 | $3,345,220 |