DEF 14A of Neighborhood Intelligence, Inc.
Filed Mar 28, 2024 · FY20230001140361-24-015808
SCHEDULE 14A
| 5. | The approval of an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) to increase the per participant limit on the number of performance shares that may be granted in each calendar year to 250,000; and |
SCHEDULE 14A
| 6. | The approval of the grant of a performance-based stock option to Marcus A. Lemonis, the Company’s Executive Chairman (the “Executive Chairman Performance Award”). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Compensation Tables and Narratives | 67 | | Compensation Paid to Executive Officers | 67 | | Summary Compensation Table | 67 | | Grants of Plan-Based Awards | 69 | | Outstanding Equity Awards at Fiscal Year-End | 70 | | Option Exercises and Stock Vested in 2023 | 71 | | Nonqualified Deferred Compensation Plan | 71 | | Potential Payments Upon Termination or Change in Control | 72 | | CEO Pay Ratio | 74 | | Pay Versus Performance | 76 | | Compensation of Directors | 80 | | Director Compensation Table | 81 | | Equity Compensation Plan Information | 82 | | Report of the Audit Committee | 83 | | Share Ownership of Management, Directors, Nominees and 5% Stockholders | 84 | | Other Information | 86 | | Certain Relationships and Related Party Transactions | 86 | | No Delinquent Section 16(a) Reports | 86 | | Householding | 86 | | Procedure for Nominating Directors for Election at an Annual Meeting | 86 | | Procedure for Submitting Other Matters at an Annual Meeting | 87 | | Procedure for Submitting Rule 14a-8 Stockholder Proposals | 87 | | Other Matters that May Come Before the Annual Meeting | 87 | | Annexes | | | A. Text of Declassification Amendment | A-1 | | B. Amendment to the Amended and Restated 2005 Equity Incentive Plan | B-1 | | C. Executive Chairman Performance Award Grant Notice and Award Agreement | C-1 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The approval of an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) to increase the per participant limit on the number of performance shares that may be granted in each calendar year to 250,000; and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The approval of the grant of a performance-based stock option to Marcus A. Lemonis, the Company’s Executive Chairman (the “Executive Chairman Performance Award”). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 5) | “FOR” the approval of an amendment to the Company’s 2005 Plan to increase the per participant limit on the number of performance shares that may be granted in each calendar year to 250,000 (see Proposal 5); and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 5) | “FOR” the approval of an amendment to the Company’s 2005 Plan to increase the per participant limit on the number of performance shares that may be granted in each calendar year to 250,000 (see Proposal 5); and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 48 Director since: March 2023 Committee Memberships: Audit, Compensation | Joanna C. Burkey | | | Ms. Joanna C. Burkey has served as a director of Beyond since March 2023. Ms. Burkey most recently served as the Chief Information Security Officer for HP Inc. (NYSE: HPQ) from April 2020 until December 2023. In this role, she and her team had responsibility for HP’s global cybersecurity operations, strategy/architecture and business alignment. Prior to that, she served as the Global Head, Cyber Defense and Deputy Chief Cybersecurity Officer of Siemens AG from September 2018 to April 2020. Ms. Burkey is also currently a member of the board of directors of ReliabilityFirst Corporation, a privately held entity tasked with helping to ensure the reliability of the North American Bulk-Power System, and serves as senior advisor to multiple privately held cybersecurity enterprises, including TAG Cyber and Cyberhaven. Ms. Burkey holds a B.S. in Computer Science from Angelo State University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Burkey should serve as a director considering our business and structure were Ms. Burkey’s 25-year career in cybersecurity across a broad variety of roles, including software engineering, product strategy and security research. As a result of the above and other experiences, Ms. Burkey possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, legal or risk management, regulatory or government, technology, information/cyber security, global or international business, strategic planning, ESG understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 57 Director since: 2007 Committee Memberships: Nominating and Corporate Governance, Compensation (Chairman) | Barclay F. Corbus | | | Mr. Barclay F. Corbus has served as a director of Beyond since March 2007. He also served on the board of directors of tZERO, a privately held blockchain technology company, and Medici Ventures, Inc. (“Medici Ventures”), our former wholly-owned subsidiary specializing in blockchain technologies, until April 2021. Mr. Corbus has served as Senior Vice President of Clean Energy Fuels Corp. (NASDAQ:CLNE), a provider of renewable fuel for vehicles, with responsibility for strategic development and renewable fuel project development, since September 2007. He served as Co-CEO of WR Hambrecht + Co., an investment banking firm, from July 2004 to September 2007, and prior to that date served in other executive positions with WR Hambrecht + Co. Prior to joining WR Hambrecht + Co. in March 1999, Mr. Corbus was in the investment banking group at Donaldson, Lufkin and Jenrette. Mr. Corbus graduated from Dartmouth College with a B.A. in Government and has a M.B.A. in Finance from Columbia Business School. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Corbus should serve as a director considering our business and structure were his substantial experience in finance, management, and strategic planning, and his experience analyzing and evaluating corporate business plans, capital structures and needs, and debt, equity and hybrid financing alternatives resulting from his work for Clean Energy Fuels Corp., WR Hambrecht + Co., and Donaldson, Lufkin and Jenrette. As a result of the above and other experiences, Mr. Corbus possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, global or international business, strategic planning, environmental sustainability, ESG understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| | Number of Shares | | Options outstanding under the Existing 2005 Plan | — | | Time-based restricted stock units (RSUs) outstanding under the Existing 2005 Plan | 697,690 | | Performance shares outstanding under the Existing 2005 Plan (at “target” levels) | 960,000 | | Shares available for grant under the Existing 2005 Plan | 2,354,479 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name and Principal Position | Number of Contingent Performance Shares | | David J. Nielsen Division CEO, Overstock | 100,000 | | Adrianne B. Lee Chief Financial & Administrative Officer | 20,000 | | E. Glen Nickle Chief Legal Officer; Corporate Secretary | — | | Carlisha B. Robinson Chief Product Officer | — | | Jonathan E. Johnson III Former CEO and Former Director | — | | Joel G. Weight Former Chief Technology Officer | — | | Carter P. Lee Former Chief People Officer | — | | Angela Hsu Former Chief Marketing Officer | — | | Executive officers, as a group | 120,000 | | Non-employee directors, as a group | — | | Nominees for election as directors | — | | Each associate of any such directors, executive officers or nominees | — | | Each other person who received or is to receive five percent of all options, warrants or rights | — | | Employees other than executive officers, as a group | — |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name and Principal Position | Number of shares subject to stock option awards | Number of shares subject to RSUs | Number of shares subject to performance share awards | | David J. Nielsen Division CEO, Overstock | — | 48,596 | 100,000 | | Adrianne B. Lee Chief Financial & Administrative Officer | — | 48,596 | 100,000 | | E. Glen Nickle Chief Legal Officer; Corporate Secretary | — | 26,129 | 60,000 | | Carlisha B. Robinson Chief Product Officer | — | 14,980 | 80,000 | | Jonathan E. Johnson III Former CEO and Former Director | — | — | — | | Joel G. Weight Former Chief Technology Officer | — | — | — | | Carter P. Lee Former Chief People Officer | — | — | — | | Angela Hsu Former Chief Marketing Officer | — | 3,000 | — | | Executive officers, as a group | — | 151,305 | 600,000 | | Non-employee directors, as a group | — | 13,586 | — | | Nominees for election as directors | — | 4,634 | — | | Each associate of any such directors, executive officers or nominees | — | — | — | | Each other person who received or is to receive five percent of all options, warrants or rights | — | — | — | | Employees other than executive officers, as a group | — | 529,799 | 360,000 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The desire to incentivize and motivate Mr. Lemonis to lead the Company over the long-term and to create significant stockholder value in doing so; |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 48 Director since: March 2023 Committee Memberships: Audit, Compensation | Joanna C. Burkey | | | Ms. Joanna C. Burkey has served as a director of Beyond since March 2023. Ms. Burkey most recently served as the Chief Information Security Officer for HP Inc. (NYSE: HPQ) from April 2020 until December 2023. In this role, she and her team had responsibility for HP’s global cybersecurity operations, strategy/architecture and business alignment. Prior to that, she served as the Global Head, Cyber Defense and Deputy Chief Cybersecurity Officer of Siemens AG from September 2018 to April 2020. Ms. Burkey is also currently a member of the board of directors of ReliabilityFirst Corporation, a privately held entity tasked with helping to ensure the reliability of the North American Bulk-Power System, and serves as senior advisor to multiple privately held cybersecurity enterprises, including TAG Cyber and Cyberhaven. Ms. Burkey holds a B.S. in Computer Science from Angelo State University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Burkey should serve as a director considering our business and structure were Ms. Burkey’s 25-year career in cybersecurity across a broad variety of roles, including software engineering, product strategy and security research. As a result of the above and other experiences, Ms. Burkey possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, legal or risk management, regulatory or government, technology, information/cyber security, global or international business, strategic planning, ESG understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 57 Director since: 2007 Committee Memberships: Nominating and Corporate Governance, Compensation (Chairman) | Barclay F. Corbus | | | Mr. Barclay F. Corbus has served as a director of Beyond since March 2007. He also served on the board of directors of tZERO, a privately held blockchain technology company, and Medici Ventures, Inc. (“Medici Ventures”), our former wholly-owned subsidiary specializing in blockchain technologies, until April 2021. Mr. Corbus has served as Senior Vice President of Clean Energy Fuels Corp. (NASDAQ:CLNE), a provider of renewable fuel for vehicles, with responsibility for strategic development and renewable fuel project development, since September 2007. He served as Co-CEO of WR Hambrecht + Co., an investment banking firm, from July 2004 to September 2007, and prior to that date served in other executive positions with WR Hambrecht + Co. Prior to joining WR Hambrecht + Co. in March 1999, Mr. Corbus was in the investment banking group at Donaldson, Lufkin and Jenrette. Mr. Corbus graduated from Dartmouth College with a B.A. in Government and has a M.B.A. in Finance from Columbia Business School. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Corbus should serve as a director considering our business and structure were his substantial experience in finance, management, and strategic planning, and his experience analyzing and evaluating corporate business plans, capital structures and needs, and debt, equity and hybrid financing alternatives resulting from his work for Clean Energy Fuels Corp., WR Hambrecht + Co., and Donaldson, Lufkin and Jenrette. As a result of the above and other experiences, Mr. Corbus possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, global or international business, strategic planning, environmental sustainability, ESG understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 75 Director since: 2020 Committee Memberships: Audit, Nominating and Corporate Governance | Dr. Robert J. Shapiro | | | Dr. Robert J. Shapiro has served as a director of Beyond since February 2020. Dr. Shapiro previously served as a member of the board of directors of Medici Ventures, our former wholly-owned subsidiary, until April 2021 and previously served on the board of directors of MLG, a Medici Ventures portfolio company. Dr. Shapiro is the chairman and founder of Sonecon, LLC, a private consultancy firm he founded in 2001 that advises the U.S. government, U.S. and foreign businesses, and non-profit organizations on economic matters. He has advised three U.S. presidents, numerous U.S. senators and representatives, members of the Clinton, Bush and Obama cabinets, foreign government officials, executives at Fortune 100 companies, and non-profit organizations. Dr. Shapiro is also a senior fellow of the Georgetown University Center for Business and Public Policy, director of the NDN Center on Globalization, and a member of the advisory boards of Cote Capital, the Carbon Pricing Initiative, and Civil Rights Defenders. From 1997 to 2001, he was U.S. Under Secretary of Commerce for Economic Affairs. Prior to that, he was co-founder and vice president of the Progressive Policy Institute and, before that, the legislative director and economic counsel to Senator Daniel P. Moynihan. Dr. Shapiro also served as the principal economic advisor to Bill Clinton in his 1991-92 campaign, a senior economic advisor to Hilary Rodham Clinton in 2016, and advised the presidential campaigns of Joseph Biden, Barack Obama, John Kerry, and Al Gore. He has been a fellow of Harvard University, the Brookings Institution, the National Bureau of Economic Research, and the Fugitsu Institute. He holds a Ph.D. and M.A. from Harvard University, a M.Sc. from the London School of Economics and Political Science, and an A.B. from the University of Chicago. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Dr. Shapiro should serve as a director considering our business and structure were his experience with foreign businesses, governments, and economics. As a result of the above and other experiences, Dr. Shapiro possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, customer experience, finance or accounting, regulatory or government, technology, global or international business, strategic planning, and environmental sustainability. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 75 Director since: 2007 Committee Memberships: Nominating and Corporate Governance (Chairman), Compensation | Joseph J. Tabacco, Jr. | | | Mr. Joseph J. Tabacco, Jr. has served as a director of Beyond since June 2007. For more than the last five years Mr. Tabacco was the founding partner and has served as managing partner of the San Francisco office of Berman Tabacco. A 1974 honors graduate of George Washington University School of Law, Mr. Tabacco litigates antitrust, securities fraud, commercial high tech, and intellectual property matters. Since entering private practice in the early 1980s, Mr. Tabacco has served as trial or lead counsel in numerous antitrust and securities cases. Prior to 1981, Mr. Tabacco served as senior trial attorney for the U.S. Department of Justice, Antitrust Division. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Tabacco should serve as a director considering our business and structure were his experience and leadership in securities and shareholder matters, his experience and leadership in litigation, and his experience managing his law firm. As a result of the above and other experiences, Mr. Tabacco possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, legal or risk management, and ESG understanding. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 50 Director since: 2023 (Chairman since 2023 and Executive Chairman since 2024) Committee Memberships: None | Marcus A. Lemonis | | | Marcus A. Lemonis has served on the Board of Directors of Beyond since October 2, 2023, as Co-Chair of the Board from November 29, 2023 to December 9, 2023, as Chairman of the Board from December 10, 2023 to February 19, 2024, and as Executive Chairman of the Board since February 20, 2024. Mr. Lemonis also serves as Chairman of the Board of Directors and Chief Executive Officer of Camping World Holdings, Inc. (NYSE: CWH) since March, 2016, as the President and Chief Executive Officer and on the Board of Directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the Board of Directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the Board of Directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the Board of Directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis received a B.A. from Marquette University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Lemonis should serve as a director considering our business and structure were his extensive experience in retail, business operations, and entrepreneurial ventures. As a result of the above and other experiences, Mr. Lemonis possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, marketing/brand management, merchandising, customer experience, finance or accounting, legal or risk management, technology, information/cyber security, strategic planning, supply chain management, retail or online sales growth, business transformation, and human capital management. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 51 Director since: 2020 Committee Memberships: Audit (Chairman) | William B. Nettles, Jr. | | | Mr. William B. Nettles, Jr. has served as a director of Beyond since June 2020. Mr. Nettles is the Co-Founder and Managing Partner of Invictus Growth Partners, a private equity firm he co-founded in 2019 that invests in and advises technology companies. He is also a founder and on the board of directors of Advanced Mobile Payments, a payment technology solutions company located in Newport Beach, CA. Prior to Invictus Growth Partners, Mr. Nettles has held various leadership roles at different companies, including Executive Vice President of Sungevity, based in Oakland, CA, Director of Investments at Pan African Investments (PIC), a New York City-based private investment firm, VP and Head of Corporate Development and Investor Relations at VeriFone and later the GM of the Middle East and Africa at VeriFone, and Corporate Development executive at Lycos. Mr. Nettles began his career at Credit Suisse, where he was an investment banker, focused on mergers, acquisitions, equity and debt financings. Mr. Nettles graduated from the University of California at Berkeley where he received a B.S. in Business Administration. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Nettles should serve as a director considering our business and structure were Mr. Nettles’ substantial business investment and technology experience. As a result of the above and other experiences, Mr. Nettles possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, marketing or brand management, finance or accounting, technology, strategic planning, business transformation, and human capital management. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | No Bonuses. None of our NEOs received an individual bonus for 2023. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Time-Based RSUs. Consistent with our historical practice, each of the NEOs received RSU grants during 2023, with multi-year vesting requirements, to provide appropriate incentives tied to the market price of the stock over a long period of time, without encouraging short-term or inappropriate management decisions. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Implementation of Performance-Based Annual Bonus Program Tied to Key Metrics. For 2024, we have adopted a performance-based bonus program for our executive officers, other than Mr. Lemonis, which is designed to reward the executives for Company achievement relative to our key strategic objectives and the creation of shareholder value. Commencing in 2024, each of our executive officers, other than Mr. Lemonis, are eligible for a performance bonus based upon four components, three pre-established corporate performance goals and objectives approved by our Board, and an individual performance modifier ranging from 0% to 125%. The number of active customers, full year G&A and technology expenses as a percentage of gross profit and revenue were selected as the corporate performance metrics for purposes of determining 2024 annual bonuses and threshold, target and maximum payouts were established for each metric. These corporate performance goals were set at challenging levels such that the attainment of target annual cash incentive award opportunities tied to corporate performance was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals was strongly aligned with the creation of stockholder value. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Changes to Long-Term Incentives; Introduction of Performance Shares. For 2024, the long-term incentive awards granted to our executive officers (other than Mr. Lemonis) were granted solely in the form of performance shares. Effective February 20, 2024, each of our executive officers was granted an award of performance shares under our 2005 Plan, with 75% of the award tied to achievement of specified stock price hurdles and 25% of the award tied to annual net revenue objectives over a three-year performance period. Each performance share is a unit that represents the right to receive one share of our common stock. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Stock Price Hurdle Performance Metrics. The stock price hurdle performance shares will be eligible to vest upon the achievement of three separate stock price hurdles during the three-year period following the grant date as follows: |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $40.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $40.00 per share (47% increase over the grant date price of $27.18 per share). The performance shares will vest on the later of (1) the first anniversary of the grant date or (2) the date the price hurdle is achieved during the three-year period following the grant date, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $50.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $50.00 per share (84% increase over the grant date price). The performance shares will vest on the later of (1) the second anniversary of the grant date or (2) the date the price hurdle is achieved during the three-year period following the grant date, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $60.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $60.00 per share (121% increase over the grant date price). The performance shares will vest on the third anniversary of the grant date if the price hurdle is achieved, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Net Revenue Performance Metrics. The net revenue performance shares will vest based on our GAAP net revenue over three years, with one-third of the performance shares eligible to vest on each of the first, second, and third anniversaries of the grant date, subject to continued service through the vesting date. The GAAP net revenue targets for purposes of the net revenue performance shares are $2 billion for 2024, $2.7 billion for 2025 and $3.4 billion for 2026. To be eligible to vest in any tranche of the performance shares, Beyond must meet the GAAP net revenue goal established by the Board for the applicable year. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Engagement of New Independent Compensation Consultant. Commencing in August 2023, the Compensation Committee engaged FW Cook as its independent compensation consultant to advise the Compensation Committee on executive compensation for 2024 and for guidance on making go-forward compensation decisions, including the redesign of the annual and long-term incentive programs. Under this engagement, FW Cook provides our Compensation Committee information, analysis, and other advice regarding our compensation practices, philosophies and designs, including assistance with the confirmation of a compensation peer group for guidance in making compensation decision, as described below. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | 2024 Salary | 2024 Target Bonus (1) | Performance Share Grant (2) | | Chandra R. Holt | $900,000 | $900,000 | 200,000 | | David J. Nielsen | $900,000 | $900,000 | 200,000 | | Adrianne B. Lee | $600,000 | $300,000 | 120,000 | | E. Glen Nickle | $350,000 | $175,000 | 60,000 | | Carlisha B. Robinson | $400,000 | $200,000 | 80,000 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Represents the executive’s target bonus opportunity under the Company’s 2024 annual performance-based bonus program as described above. 2024 bonuses are earned based on achievement of the following three metrics: Planned G&A and Technology Expenses as percentage of Gross Profit, Active Customers % to Plan, and Revenue. Earnouts are subject to a 0-1.25x modifier based on individual performance. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Represents the aggregate performance shares granted to each executive on February 20, 2024. As described above, the performance share awards were granted pursuant to the Company’s 2005 Plan, with 75% of the units awarded tied to achievement of specified stock price hurdles and 25% of the units tied to annual net revenue objectives over a three-year performance period. Figures shown are the number of units/shares. The awards were granted on February 20, 2024 when the share price was $27.18, although the per-share grant date fair value of the award is lower due to use of a Monte Carlo valuation model for the portion tied to achievement of specified stock price hurdles. Of these awards, 100,000 of the performance shares granted to Mr. Nielsen (consisting of the net revenue performance shares and the performance shares tied to the $60.00 stock price hurdle), and 20,000 of the net revenue performance shares granted to Ms. Lee (consisting of the portion of such award tied to 2025 and 2026 performance), are subject to stockholder approval of the 2005 Plan Amendment (as defined in Proposal 5) at the Annual Meeting. In the event such stockholder approval is not obtained, these portions of their performance share awards will be forfeited. For more information about the 2005 Plan Amendment, please see Proposal 5. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Increase the long-term economic value of the Company; |
2023 Peer Group
2023 Peer Group
2023 Peer Group
| Internet and Direct Marketing Retail | Home Furnishing Retail and General Merchandise | | 1-800-FLOWERS.COM, Inc. | Big Lots, Inc. | | ContextLogic Inc. | Floor & Décor Holdings, Inc. | | Etsy, Inc. | iRobot Corporation | | Lands’ End, Inc. | La-Z-Boy Incorporated | | Stitch Fix, Inc. | Nu Skin Enterprises, Inc. | | | Ollie’s Bargain Outlet Holdings, Inc. | | | RH | | | Sleep Number Corporation | | | USANA Health Sciences, Inc. | | | Vivint Smart Home, Inc. |
2023 Peer Group
Based on FW Cook’s recommendation, the Compensation Committee used the same peer group for determining 2024 executive and director compensation, with the addition of one company, Boot Barn Holdings, Inc. The Compensation Committee does not rely entirely on market data to determine NEO compensation. Instead, as described below and consistent with past practice, the Compensation Committee members also rely on their judgment, experience, and shareholder feedback when designing and setting executive officer compensation opportunities. Historically, the Compensation Committee has not set cash compensation and target cash compensation by reference to a specific level relative to comparable company data. The compensation levels of the NEOs also reflect to a significant degree the varying roles and responsibilities of such executives.
2023 Peer Group
| | 2024 Proxy Statement | 61 |
2023 Peer Group
| Compensation Discussion and Analysis / Elements of Compensation |
2023 Peer Group
Elements of Compensation The elements of total compensation for which our NEOs were generally eligible during 2023 were as follows:
2023 Peer Group
| • | Base salary (in which we included payments for paid time off (“PTO”), holiday pay, and Company holidays through 2023); |
2023 Peer Group
| • | Individual bonuses; |
2023 Peer Group
| • | Long-term incentive awards; |
2023 Peer Group
| • | Retirement and other benefits, including matching contributions under our 401(k) plan and health, welfare, and supplemental disability benefits; |
2023 Peer Group
| • | Benefits under our nonqualified deferred compensation plan; and |
2023 Peer Group
| • | Severance benefits under our Severance Plan. |
2023 Peer Group
In setting our NEOs’ compensation, the Compensation Committee considers the value of each component and the total value of the compensation package being provided to each of the NEOs, and the history of each officer’s compensation package. Each of these elements is discussed below. Base Salaries The base salaries of the NEOs are reviewed by the Compensation Committee annually. On January 23, 2023, the Compensation Committee met to set 2023 salaries for our executive officers, including our NEOs. In setting the executive officer salaries the Compensation Committee reviewed market data provided by Mercer and considered the individual efforts and contributions of each executive officer. In consideration of their individual contributions in 2022 and market data provided by Mercer, salaries for certain NEOs were changed in 2023 from their 2022 salaries as follows:
2023 Peer Group
| Name | 2022 Salary | 2023 Salary | | David J. Nielsen | $575,000 | $600,000 | | Adrianne B. Lee (1) | $500,000 | $600,000 | | E. Glen Nickle | $335,000 | $350,000 | | Carlisha B. Robinson | $325,000 | $345,000 | | Jonathan E. Johnson III | $875,000 | $875,000 | | Joel G. Weight | $350,000 | $365,000 | | Carter P. Lee | $360,000 | $370,000 | | Angela Hsu | $375,000 | $385,000 |
2023 Peer Group
| (1) Ms. Lee’s base salary increase was designed to bridge a meaningful shortfall from market salary levels for comparable executives in the Company’s peer group. |
2023 Peer Group
No NEO Bonuses for 2023 In 2023, none of our NEOs were eligible to participate in any bonus plan and none of our NEOs received an individual bonus. Long-Term Incentives Prior to its redesign of our executive long-term incentive program in 2024, as described above, the Compensation Committee believed that annual RSU grants, with multi-year vesting requirements, would have the desired effect of providing appropriate incentives tied to the market price of the stock over a long period of time, without encouraging short-term or inappropriate management decisions. The Compensation Committee determines the number of RSUs to be granted to key employees by determining the aggregate amount the Compensation Committee considers appropriate for the entire group and allocating the awards on the basis of market data and management’s recommendations and the Compensation Committee’s subjective views of the relative ability of executives to make positive contributions to the Company. The Compensation Committee generally makes equity grants to key employees, including NEOs, in the first quarter of each year. RSUs granted to our NEOs have historically vested over a period of three years in equal annual installments, subject to continued service through each applicable vesting
2023 Peer Group
| 62 | 2024 Proxy Statement | |
2023 Peer Group
| Compensation Discussion and Analysis / Tax and Accounting Considerations |
2023 Peer Group
date. We have not otherwise adopted any specific policy regarding the amount or timing of any stock-based compensation for employees under the 2005 Plan. The aggregate grant date fair value of the RSUs granted to our NEOs during 2023 is set forth in the Summary Compensation Table and the number of RSUs granted to each NEO during 2023 is set forth in the Grants of Plan-Based Awards table below. Retirement and Other Benefits We provide a 401(k) plan and health and welfare benefits to help make our overall compensation packages and work environment more attractive to all our employees, including our NEOs. 401(k) Plan. We maintain a 401(k) plan, which is available for participation by all employees, including our NEOs, on a non-discriminatory basis. During 2023 we made 100% matching contributions on the first 6% of eligible compensation, both base and bonus compensation, deferred by eligible employees. Employee contributions vest immediately. We did not make any profit-sharing contributions in 2023. The amounts of the matching contributions to our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table. Health and Welfare Benefits. We provide health, life and disability insurance and other employee benefits programs to our employees, including our NEOs. We also provide supplemental disability insurance for our senior management team members, including the NEOs. Except for the supplemental disability insurance, our employee benefits plans are provided on a non-discriminatory basis. The amounts of the supplemental disability insurance premium payments we make for the benefit of our NEOs are included in the “All Other Compensation” column of the Summary Compensation Table. Every year, our senior management team members review and update our health and welfare benefits to remain competitive in the markets where our employees reside. Nonqualified Deferred Compensation Plan. We have a nonqualified deferred compensation plan for senior management (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans. Participants are permitted to select from a limited number of investment alternatives available under the Deferred Compensation Plan. Under the terms of the Deferred Compensation Plan, eligible members of senior management, including the NEOs, may defer receipt of their compensation, including up to 50% of their salaries and up to 90% of their bonuses. In addition, we may, though we have no obligation to, make discretionary contributions on behalf of a participant in the Deferred Compensation Plan, in such form and amount as we deem appropriate. To date, we have not made any contributions to the Deferred Compensation Plan on behalf of any NEO. In 2023, Mr. Johnson, Mr. Nickle, and Mr. Lee were the only NEOs who participated in the Deferred Compensation Plan. Tax and Accounting Considerations Deductibility of Executive Compensation The Compensation Committee and our Board have considered the potential future effects of Section 162(m) of the Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for “covered employees.” While we consider the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Compensation Committee retains the discretion to approve compensation that may not qualify for the compensation deduction if, considering all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible. Accounting for Stock-Based Compensation Under FASB ASC 718, we are required to estimate the grant date “fair value” for each grant of an equity award using various assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award. Risks of Our Compensation Policies and Practices We periodically analyze and evaluate risks arising from our compensation policies and practices and we have concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.
2023 Peer Group
| | 2024 Proxy Statement | 63 |
2023 Peer Group
| Compensation Discussion and Analysis / Severance and Change in Control Arrangements |
2023 Peer Group
Severance and Change in Control Arrangements On March 22, 2023, our Compensation Committee, as part of its ongoing review of our executive compensation and retention programs, approved the Severance Plan and, the Board ratified the Compensation Committee’s approval of the Severance Plan. The Severance Plan provides for severance payments and benefits to certain eligible employees, including our NEOs, upon an involuntary termination. Under the terms of the Severance Plan, in the event that a participant experiences a termination without cause (as defined in the Severance Plan) that is not a “change in control termination” (as defined below), the participant will receive, subject to his or her satisfaction of the conditions to severance described below:
2023 Peer Group
| (i) a lump sum severance amount equal to a number of months of his or her base salary, which varies based on the participant’s designated employment tier (up to 12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and up to 24 months for “Tier 1” participants), |
2023 Peer Group
| (ii) payment of the premiums for the participant’s continued post-termination health insurance coverage or continued coverage under the Company’s health insurance plans, which varies based on the participant’s designated employment tier (up to 12 months for “Tier 3” participants, up to 12 months for “Tier 2” participants, and 18 months for “Tier 1” participants), and |
2023 Peer Group
| (iii) | additional vesting acceleration for the participant’s then outstanding and unvested equity awards that are subject to service-based vesting, which varies based on the participant’s designated employment tier (up to 12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and 18 months for “Tier 1” participants). |
2023 Peer Group
In addition, in the event that a participant experiences a termination without cause or resigns for good reason (as defined in the Severance Plan) within twelve (12) months after a change in control (a “change in control termination”), the participant will receive, subject to his or her satisfaction of the conditions to severance described below:
2023 Peer Group
| (i) a lump sum severance amount equal to a number of months of his or her base salary plus his or her target annual bonus opportunity, which number of months varies based on the participant’s designated employment tier (12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and 24 months for “Tier 1” participants), |
2023 Peer Group
| (ii) payment of the premiums for the participant’s continued post-termination health insurance coverage or continued coverage under the Company’s health insurance plans, which varies based on the participant’s designated employment tier (12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and 18 months for “Tier 1” participants), and |
2023 Peer Group
| (iii) | such vesting acceleration of each of the participant’s then outstanding and unvested equity awards as may be provided for under the Company’s 2005 Plan or any future equity incentive plan of the Company. |
2023 Peer Group
As a condition to a participant’s receipt of payments or benefits under the Severance Plan, the participant must execute and not revoke a general waiver and release of all claims against the Company. If the payments or benefits payable under the Severance Plan would be subject to the excise tax imposed under Section 4999 of the Code then those payments or benefits will be reduced if such reduction would result in a higher net after tax benefit to the participant. Each of Ms. Holt, Mr. Nielsen, and Ms. Lee are “Tier 2 Participants” in the Severance Plan, and our other executive officers are “Tier 3 Participants.” Mr. Lemonis does not participate in the Severance Plan. In addition, as described above, our Deferred Compensation Plan allows participants to defer receipt of compensation otherwise payable to them under our existing compensation plans, and permits us to make discretionary contributions to participants’ accounts. Participants are fully vested in all amounts deferred and any earnings or losses on those deferrals at all times. Upon termination of service due to retirement, disability or death, a participant becomes fully vested in any additional amounts, including any discretionary contributions we make, credited to his or her account. Our Deferred Compensation Plan is described in more detail below in the narrative accompanying the “Nonqualified Deferred Compensation Plan” table. Our executive officers hold RSUs issued under our 2005 Plan, and the vesting of such awards may be accelerated, under the circumstances set forth in the Severance Plan or upon or in connection with a change of control of the Company as provided in the 2005 Plan. The 2005 Plan provides that if a merger or change of control (as defined in the plan) occurs, outstanding awards will be assumed by the successor or an equivalent award will be substituted, or the award will vest and the participant will have the right to exercise the award. The 2005 Plan also provides that the Board has the power to modify any outstanding awards at any time, by accelerating vesting or otherwise.
2023 Peer Group
| 64 | 2024 Proxy Statement | |
2023 Peer Group
| Compensation Discussion and Analysis / Insider Trading Policy |
2023 Peer Group
Each of Mr. Johnson, Mr. Lee, and Ms. Hsu were terminated without cause during 2023 and Mr. Weight was terminated without cause in January 2024. Each of these NEOs received severance benefits under our Severance Plan in connection with such termination, as described in more detail below under “Potential Payments Upon Termination or Change in Control.” Insider Trading Policy General We have adopted an insider trading policy that applies to our and our subsidiaries’ directors, executive officers, employees and certain other persons. Under the policy, covered individuals may not buy, sell or engage in other transactions (including gifts and pledges) in the Company’s shares while aware of material non-public information, or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading and other transactions to defined window periods that follow our quarterly earnings releases requires compliance with pre-clearance procedures before trading. The policy provides guidance as to what constitutes material information and when information becomes public. It addresses transactions by family members and controlled entities and under Company plans, and discusses the consequences of an insider trading violation. In addition, the policy prohibits our and our subsidiaries’ directors, executive officers, employees and certain other persons from trading in puts, calls or any other derivative securities relating to our shares, and engaging in hedging or monetization transactions relating to in the Company’s shares (including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds) or short sales of our shares. Anti-Hedging Policy Our insider trading policy prohibits our directors, officers and other employees and members of their immediate families from engaging in short sales of our stock or otherwise engaging in any transaction intended to hedge against or profit from any decrease in the market value of our securities. Security Ownership Requirements In January 2023, our Nominating and Corporate Governance Committee adopted stock ownership guidelines for our senior executive officers and non-employee directors, which are designed to closely link their interests with those of our stockholders. These guidelines provide that, within five years of adoption of the policy (or by January 23, 2028):
2023 Peer Group
| • | our CEO must own stock with a value of six times their base salary; |
2023 Peer Group
| • | each other senior executive officer, including our other NEOs, must own stock with a value of three times their base salary; and |
2023 Peer Group
| • | each non-employee director must own stock with a value of three times their annual cash compensation for service on our Board. |
2023 Peer Group
For purposes of the stock ownership guidelines, we count shares owned directly and time-based restricted stock units towards achievement of the ownership requirements, and we exclude performance shares. Senior executive officers and non-employee directors who join our Company in the future will be required to meet the applicable stock ownership requirement within five years of their appointment as an officer or the date they joined our Board. As of December 31, 2023, each of our executives and non-employee directors are in compliance with our stock ownership guidelines or have additional time within which to comply. Compensation Recovery Policy In compliance with the NYSE’s new executive compensation recovery listing standards that became effective on October 2, 2023, we adopted an executive compensation recovery policy (the “Clawback Policy”) that applies to all incentive-based compensation received by the Company’s Section 16 officers on or after October 2, 2023. The Clawback Policy provides that in the event there is an “Accounting Restatement” of the Company’s financial statements, and any incentive-based compensation was erroneously awarded to a Section 16 officer pursuant to the incorrect financial statements, our Compensation Committee will recover the erroneously awarded incentive-based compensation, unless recovery is exempt pursuant to applicable federal securities laws and/or stock exchange listing standards. An “Accounting Restatement” means a restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, including (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that corrects an error that, while not material to previously issued financial statements, would result in a material misstatement in the current period if not corrected.
2023 Peer Group
| | 2024 Proxy Statement | 65 |
2023 Peer Group
Compensation Committee Report The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s 2024 Proxy Statement. Barclay F. Corbus (Chairman) Joanna C. Burkey Joseph J. Tabacco, Jr.
2023 Peer Group
| 66 | 2024 Proxy Statement | |
2023 Peer Group
Compensation Tables and Narratives Compensation Paid to Executive Officers The following table sets forth information for the three years ended December 31, 2023 concerning the compensation for services in all capacities to the Company and its subsidiaries as of December 31, 2023, of (i) our principal executive officers during 2023, (ii) our principal financial officer during 2023, (iii) our three most highly compensated executive officers who were serving as such at December 31, 2023 other than our principal executive officers and our principal financial officer, and (iv) two additional executive officers who would have been included but were not serving as such at December 31, 2023. We refer to these individuals throughout this Proxy Statement as the “Named Executive Officers” or “NEOs”. The material factors necessary to understand the Summary Compensation Table and the Grants of Plan-Based Awards Table below are described above in the Compensation Discussion and Analysis and in the footnotes to the tables. Summary Compensation Table
2023 Peer Group
| Name & Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (2) | All Other Compensation | Total | | David J. Nielsen (3) Division CEO, Overstock (co-principal executive officer) | 2023 | $598,077 | — | $1,399,998 | — | $28,196 | $2,026,272 | | | 2022 | $573,077 | — | $817,200 | — | $28,634 | $1,418,911 | | | 2021 | $544,039 | $125,000 | $885,400 | — | $25,527 | $1,579,966 | | Adrianne B. Lee (4) Chief Financial & Administrative Officer (principal financial officer) | 2023 | $592,308 | — | $1,399,998 | — | $25,716 | $2,018,023 | | | 2022 | $494,231 | — | $817,200 | — | $24,444 | $1,335,875 | | | 2021 | $424,616 | $140,000 | $708,320 | — | $22,743 | $1,295,679 | | E. Glen Nickle (5) Chief Legal Officer; Corporate Secretary | 2023 | $348,846 | — | $750,006 | — | $29,337 | $1,128,189 | | Carlisha B. Robinson (6) Chief Product Officer | 2023 | $343,462 | — | $399,990 | — | $28,356 | $771,808 | | Jonathan E. Johnson III (7) Former CEO and Former Director (former principal executive officer) | 2023 | $743,750 | — | $3,599,999 | — | $1,797,535 | $6,141,284 | | | 2022 | $871,154 | — | $2,043,000 | — | $34,805 | $2,948,959 | | | 2021 | $812,019 | $195,000 | $1,770,800 | — | $30,093 | $2,855,412 | | | | | | $47,500* | | | | | Joel G. Weight (8) Former Chief Technology Officer | 2023 | $363,847 | — | $750,006 | — | $25,669 | $1,139,522 | | | 2022 | $348,077 | — | $449,460 | — | $23,145 | $820,682 | | | 2021 | $324,231 | $55,000 | $531,240 | — | $22,588 | $933,059 | | Carter P. Lee (9) Former Chief People Officer | 2023 | $329,385 | — | $500,004 | — | $440,055 | $1,269,444 | | | 2022 | $359,231 | — | $367,740 | — | $24,942 | $751,913 | | | 2021 | $351,346 | $55,000 | $531,240 | — | $28,975 | $966,561 | | Angela Hsu (10) Former Chief Marketing Officer | 2023 | $267,250 | — | $500,004 | — | $262,349 | $1,029,604 | | | 2022 | $302,885 | $50,000 | $470,880 | — | $18,792 | $842,557 |
2023 Peer Group
| Compensation Tables and Narratives / Grants of Plan-Based Awards |
2023 Peer Group
| Compensation Tables and Narratives / Outstanding Equity Awards at Fiscal Year-End |
2023 Peer Group
| Compensation Tables and Narratives / Option Exercises and Stock Vested in 2023 |
2023 Peer Group
| Compensation Tables and Narratives / Potential Payments Upon Termination or Change in Control |
2023 Peer Group
| Compensation Tables and Narratives / Potential Payments Upon Termination or Change of Control |
2023 Peer Group
| • | the annual total compensation of our CEO, for pay ratio purposes, was $4,505,789. |
2023 Peer Group
| Year | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss) (thousands) | Revenue (thousands) (5) | | | for First PEO ($) (1) | for Second PEO ($) (1) | to First PEO ($) (2) | to Second PEO ($) (2) | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (4) | | | | 2023 | $2,026,272 | $6,141,284 | $2,568,391 | $4,219,767 | $1,226,098 | $1,308,216 | $392.77 | $168.04 | ($307,842) | $1,561,122 | | 2022 | — | $2,948,959 | — | $265,216 | $1,104,506 | $138,218 | $274.61 | $138.26 | ($35,236) | $1,929,334 | | 2021 | — | $2,855,412 | — | $3,904,925 | $1,199,845 | $1,647,994 | $837.02 | $202.49 | $389,372 | $2,756,446 | | 2020 | — | $1,527,318 | — | $4,125,342 | $674,606 | $1,956,132 | $680.43 | $141.63 | $56,001 | $2,493,915 |
2023 Peer Group
| Compensation Tables and Narratives / Compensation of Directors |
2023 Peer Group
| Compensation Tables and Narratives / Director Compensation Table |
2023 Peer Group
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | All Other Compensation ($) | Total ($) | | Marcus A. Lemonis (2) | — | — | — | — | | Joanna C. Burkey (3) | $62,500 | $128,975 | — | $191,475 | | Barclay F. Corbus | $75,000 | $164,991 | — | $239,991 | | William B. Nettles, Jr. | $75,000 | $164,991 | — | $239,991 | | Dr. Robert J. Shapiro | $75,000 | $164,991 | — | $239,991 | | Joseph J. Tabacco, Jr. | $75,000 | $164,991 | — | $239,991 | | Allison H. Abraham (4) | $112,500 | $164,991 | $12,000 | $289,491 | | Barbara H. Messing (5) | $56,250 | $164,991 | — | $221,241 |