DEF 14A of Hippo Holdings Inc.
Filed Apr 24, 2024 · FY20230001193125-24-110216
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS We currently have nine directors on our Board. At the Annual Meeting, our three Class III Directors, Mark Schaaf, Assaf Wand and Sandra Wijnberg, are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, disqualification, or removal. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast, and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders and whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders and whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term currently expires at the 2024 Annual Meeting of Stockholders and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I directors are Eric Feder, Sam Landman and John Nichols; the current Class II directors are Richard McCathron, Lori Dickerson Fouché, and Hugh R. Frater; and the current Class III directors are Mark Schaaf, Assaf Wand, and Sandra Wijnberg. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Company entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as a Class III Director of the person whose name and biography appears below. In the event that any of Mr. Schaaf, Mr. Wand, or Ms. Wijnberg should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors, or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of Mr. Schaaf, Mr. Wand, or Ms. Wijnberg will be unable to serve if elected. Each of Mr. Schaaf, Mr. Wand, and Ms. Wijnberg has consented to being named in this proxy statement and to serve if elected.
Mark Schaaf
Mark Schaaf Mark Schaaf has served as a member of our Board of Directors since August 2023. Mr. Schaaf has served as a Partner at Motive Partners since January 2024, and prior to that he was the Chief Operating Officer of Retool, Inc. from December 2022 to December 2023. Prior to that, he was the Chief Technical Officer of Instacart from September 2018 to September 2022. Prior to Instacart, Mr. Schaaf served as the Chief Technology Officer and VP of Engineering for Thumbtack from February 2015 to September 2018. Mr. Schaaf holds a BS in Biological Sciences from the University of Notre Dame. We believe Mr. Schaaf is qualified to serve on our Board of Directors due to his extensive experience as an executive within the technology industry and his cybersecurity expertise.
Assaf Wand
Assaf Wand Assaf Wand is a co-founder of Hippo, serves as Executive Chairman of our Board of Directors and was our Chief Executive Officer from October 2015 to June 2022. Prior to Hippo, Mr. Wand was the founder and Chief Executive Officer of Sabi Inc., a consumer goods company, from May 2009 to October 2015. Mr. Wand also served as a consultant with McKinsey & Company from August 2005 to December 2006. Mr. Wand holds an MBA from the University of Chicago Booth School of Business and a dual degree from the Interdisciplinary Center Herzliya in Israel for a B.A. in finance and an LL.B in law. We believe Mr. Wand is qualified to serve on our Board of Directors due to his perspective and experience as co-founder and Chief Executive Officer of Hippo, as well as his experience leading technology and insurtech companies.
Assaf Wand
| (2) In August 2021, Hippo Enterprises Inc., a Delaware corporation (“Old Hippo”), and Reinvent Technology Partners Z, a Cayman Islands exempted company and special purpose acquisition company (“RTPZ”), completed a merger and other transactions pursuant to which a subsidiary of RTPZ was merged with and into Old Hippo and Old Hippo survived as a wholly owned subsidiary of RTPZ (collectively, we refer to these transactions as the “Business Combination”). In connection with the Business Combination, RTPZ changed its name to Hippo Holdings Inc. In this proxy statement, the periods of service of members of our Board of Directors and our officers include such directors’ or officers’ service on the Board of Directors of Old Hippo prior to the closing of the Business Combination. |
Sandra Wijnberg
Sandra Wijnberg Sandra Wijnberg has served as a member of our Board of Directors since September 2020. From 2015 to 2019, she was an executive advisor of Aquiline Capital Partners, a subsidiary of Aquiline Holdings LLC, a registered investment advisory firm and from 2007 to 2014 was a partner and the chief administrative officer of Aquiline Holdings LLC. From 2014 through 2015, served as the Deputy Head of Mission for the Office of the Quartet in Jerusalem, a development project under the auspices of the United Nations. Previously, Ms. Wijnberg served as Senior Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc., a global professional services company and was treasurer and interim Chief Financial Officer of YUM! Brands, Inc. Prior to that, she held financial management positions with PepsiCo., Inc. and worked in investment banking at Morgan Stanley and Lehman Brothers. Ms. Wijnberg is a director of Automatic Data Processing, Inc., Cognizant Technology Solutions Corp., and T. Rowe Price Group, Inc., and previously served on the boards of Tyco International plc from 2003 to 2016 and TE Connectivity Ltd. from 2007 to 2009. She is a trustee of the John Simon Guggenheim Memorial Foundation and a director of Seeds of Peace. Ms. Wijnberg holds a Bachelor’s degree in English Literature from the University of California, Los Angeles, and an MBA from the University of Southern California, Marshall School of Business. We believe Ms. Wijnberg is qualified to serve on our Board of Directors due to her experience in executive leadership roles, her financial expertise, and her service as a director and audit committee chair at numerous companies. Continuing Members of the Board of Directors:
Class I Directors (terms to expire at the 2025 Annual Meeting)
Class I Directors (terms to expire at the 2025 Annual Meeting) The current members of the Board of Directors who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2025 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Hippo | | Eric Feder | 54 | 2018 | Director | | Sam Landman | 44 | 2017 | Director | | John Nichols | 64 | 2022 | Director |
Class I Directors (terms to expire at the 2025 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
Eric Feder
Eric Feder Eric Feder has served as a member of our Board of Directors since October 2018. Mr. Feder has also served as the Managing General Partner and President of LEN X, LLC since 2019, where he oversees Lennar Corporation’s innovation and venture capital investing. At LEN X, LLC, Mr. Feder has been instrumental in helping identify, structure, and execute investments for Lennar that have re-defined the landscape of real estate technology, including Hippo, Doma, Blend, Opendoor, Modsy, and SmartRent. Prior to his current role, Mr. Feder was Vice Chairman at Rialto Capital from 2008 until 2018. From October 2004 to October 2008, Mr. Feder owned Cirrus Capital, LLC, a real estate venture. We believe Mr. Feder is qualified to serve on our Board of Directors due to his technology investment experience, builders experience, and his service as a director at numerous companies.
Sam Landman
Sam Landman Sam Landman has served as a member of our Board of Directors since December 2017. Mr. Landman has also served as a Managing Director of Mastry Inc. since 2021. Mr. Landman served as Managing Director of Comcast Ventures from 2009 to 2021, where he was involved in sourcing, diligencing, and advising portfolio companies across a range of categories, including fintech, commerce, social, video, healthcare, marketing technologies, and cleantech. In addition to his role on the Hippo board, Mr. Landman serves as a member of the board of several private companies. Mr. Landman holds a bachelor’s degree from Bucknell University and a Master of Business Administration from the Tuck School of Business at Dartmouth College. We believe Mr. Landman is qualified to serve on our Board of Directors due to his technology investment experience and his service as a director at numerous companies.
John Nichols
John Nichols John Nichols has served as a member of our Board of Directors since August 2022. Most recently, Mr. Nichols served as Interim Chief Executive Officer and Chairman of the Board at Protective Insurance Company where he oversaw the acquisition of the company by Progressive Insurance Company in 2021. Prior to Protective, Mr. Nichols was the CEO of Axis Reinsurance Ltd. and held various roles, including President, during a fifteen-year stint at RenaissanceRe Ventures Ltd. He currently serves on the boards of Delaware North Companies, Brit Re and Sussex Re, Enhanze RE, Chelsea Avondale / Max Insurance Company, and previously served on the board of National General Insurance Company. Mr. Nichols holds a Bachelor of Science in Accounting from Babson College. We believe Mr. Nichols is qualified to serve on our Board of Directors due to his extensive experience in the insurance industry, including as an executive, and his service as a director at other companies.
Class II Directors (terms to expire at the 2026 Annual Meeting)
Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board of Directors who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2026 Annual Meeting)
| Name | Age | Served as a Director Since(2) | Position with Hippo | | Lori Dickerson Fouché | 54 | 2021 | Director | | Hugh R. Frater | 68 | 2018 | Director | | Richard McCathron | 52 | 2020 | President, Chief Executive Officer & Director |
Class II Directors (terms to expire at the 2026 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
Lori Dickerson Fouché
Lori Dickerson Fouché Lori Dickerson Fouché has served as a member of our Board of Directors since May 2021. Ms. Fouché served as Chief Executive Officer of TIAA Financial Solutions from August 2018 to December 2020 and served in various senior roles at Prudential Financial from July 2013 to July 2018. Prior to that, Ms. Fouché served as President and Chief Executive Officer of Fireman’s Fund Insurance Company from February 2006 to June 2013, and as Senior Vice President of Chubb Specialty Insurance from August 2002 to February 2006. Ms. Fouché holds an MBA from Harvard Business School and a bachelor’s degree from Princeton University, and she currently serves on the Board of Trustees of Princeton University and the Boards of Directors of Kraft Heinz Company and Gusto. We believe Ms. Fouché is qualified to serve on our Board of Directors due to her executive experience at several different companies in the insurance and financial sectors.
Hugh R. Frater
Hugh R. Frater Hugh R. Frater has served as a member of our Board of Directors since April 2018. Since June 2023 Mr. Frater has served as the Chairman of the Board of Vessel Technologies. Previously, Mr. Frater served as the Chief Executive Officer of Fannie Mae from March 2019 to May 2022, after serving as the interim Chief Executive Officer from October 2018 to March 2019, and serving on their board since 2016. Mr. Frater previously led Berkadia Commercial Mortgage LLC, a national commercial real estate company providing comprehensive capital solutions and investment sales advisory and research services for multifamily and commercial properties. He served as chairman of Berkadia from April 2014 to December 2015, and he served as chief executive officer of Berkadia from 2010 to April 2014. Earlier in his career, Mr. Frater was an executive vice president at PNC Financial Services, where he led the real estate division, and was a founding partner and managing director of BlackRock, Inc. Mr. Frater holds an MBA from Columbia Business School and a bachelor’s degree from Dartmouth College. We believe Mr. Frater is qualified to serve on our Board of Directors due to his experience in executive management roles at several different companies in the real estate and financial sectors.
Richard McCathron
Richard McCathron Richard McCathron has served as a member of our Board of Directors and as our President since February 2017, and as our Chief Executive Officer since June 2022. Prior to Hippo, Mr. McCathron held senior executive positions at various insurance companies including First Connect Insurance as its President and Chief Executive Officer from October 2012 to February 2017, Home Value Protection, Inc. as its Chief Revenue Officer from April 2011 to March 2012, Superior Access Insurance Services as its President and Chief Executive Officer from June 2007 to October 2010, and Mercury Insurance Group as its Regional Vice President from April 2004 to June 2007. Mr. McCathron is both a Chartered Property and Casualty Underwriter and a Certified Insurance Counselor and sits on the board of directors of Spinnaker Insurance Company and First Connect Insurance. He is an advisor for several other insurtech companies and holds a B.S. in Finance from Oregon State University. We believe Mr. McCathron is qualified to serve on our Board of Directors due to his perspective and experience as our President and Chief Executive Officer, as well as his extensive operational and executive experience in the insurance sector.
Compensation Committee
| • | making recommendations to our Board of Directors regarding the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs with respect to the years ended December 31, 2022 and December 31, 2023 (or, if shorter, time as NEO).
Summary Compensation Table
| Name | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Richard McCathron, President and Chief Executive Officer | 2023 | 645,000 | — | 1,850,000 | 165,000 | — | 2,660,000 | | | 2022 | 568,750 | 2,614,511 | 3,335,306 | — | — | 6,518,567 | | Stewart Ellis, Chief Financial Officer | 2023 | 591,250 | — | 1,850,000 | 151,250 | — | 2,592,500 | | | 2022 | 536,624 | 1,711,007 | 2,707,700 | — | — | 4,955,331 | | Yuval Harry, Chief Revenue Officer | 2023 | 457,250 | — | 555,000 | 117,000 | — | 1,129,250 |
Summary Compensation Table
| (1) Amounts reported represent the aggregate grant-date fair value of the stock options and/or restricted stock units (“RSUs”) awarded to the NEOs, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our financial statements in our Annual Report on Form 10-K. The NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. |
Summary Compensation Table
| (2) For the year ended December 31, 2023, the Compensation Committee approved cash incentive compensation awards to the NEOs, which were expressed as a percentage of base salary (25% for each of Messrs. Ellis, McCathron and Harry). The cash incentive awards were paid partially during 2023, with the remainder being paid in 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($)(1) | | Richard McCathron | 2/15/2023(2) | — | — | — | — | 62,500 | 570,000 | | | 5/15/2022(3)(4) | 27,922 | 46,530 | 15.88(5) | 6/5/2032 | 55,236(6) | 503,752 | | | 2/15/2022(7)(8) | 87,233 | 20,131 | 15.88(5) | 4/11/2032 | 4,991 | 45,518 | | | 9/15/2021(8) | 25,355 | — | 15.88(5) | 9/10/2031 | — | — | | | 12/1/2020(9) | — | — | — | — | 10,428 | 95,103 | | | 8/27/2020(10) | 23,180 | 4,636 | 15.88(5) | 9/28/2030 | — | — | | | 5/13/2019(10) | 15,307 | — | 8.50 | 5/13/2029 | — | — | | | 1/22/2019(10) | 14,489 | — | 8.50 | 1/22/2029 | — | — | | | 1/23/2018(11) | 6,543 | — | 4.00 | 1/23/2028 | — | — | | Stewart Ellis | 2/15/2023(2) | — | — | — | — | 62,500 | 570,000 | | | 5/15/2022(3) | — | — | — | — | 43,700 | 398,544 | | | 2/15/2022(7)(8) | 87,233 | 20,131 | 15.88(5) | 4/11/2032 | 4,991 | 45,518 | | | 9/15/2021(8) | 25,354 | — | 15.88(5) | 9/10/2031 | — | — | | | 12/1/2020(12) | — | — | — | — | 10,428 | 95,103 | | Yuval Harry | 2/15/2023(2) | — | — | — | — | 18,750 | 171,000 | | | 8/15/2022(7) | — | — | — | — | 12,478 | 113,799 | | | 5/15/2022(3) | — | — | — | — | 43,700 | 398,544 | | | 9/15/2021(8) | 14,789 | — | 15.88(5) | 9/10/2031 | — | — | | | 9/28/2020(10) | 5,219 | 1,561 | 15.88(5) | 9/27/2030 | — | — | | | 5/13/2019(10) | 3,333 | — | 8.50 | 5/14/2029 | — | — | | | 1/23/2019(10) | 3,855 | — | 8.50 | 1/22/2029 | — | — | | | 2/1/2018(11) | 5,998 | — | 4.00 | 1/23/2028 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the fair market value per share of our common stock of $9.12 on December 29, 2023, which was the last trading day of 2023, multiplied by the number of shares that had not vested as of December 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The RSUs vest over two years, with 1/8th of the RSUs vesting on each quarterly anniversary following the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The PRSUs vest over four years contingent on the satisfaction of both a one year service-based requirement and performance-based requirements divided into three separate tranches of performance goals based on the Company’s stock price, revenue, and adjusted gross profit. Vesting of the PRSUs is subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The RSUs vest over four years, with 1/16th of the RSUs vesting on each quarterly anniversary following the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (5) On March 1, 2023, the Board approved a one-time repricing of certain out-of-the-money stock options held by employees who remained employed through March 6, 2023, including the NEOs, with each such stock option repriced to have a per share exercise price of $15.88, the closing price of the Company’s common stock on March 6, 2023, except that each stock option held by certain of our executives, including our NEOs, that was repriced was subject to a one-year exercise premium of two times the $15.88 exercise price, |
Outstanding Equity Awards at Fiscal Year-End
| or $31.76. The exercise premium would have applied to any exercise of repriced options by an NEO, or the cessation of the NEO’s service to the Company, prior to March 6, 2024. On March 6, 2024, the exercise premium applicable to the NEOs’ repriced options expired and was removed. There were no changes to the number of shares, the vesting schedule or the expiration date of the repriced stock options. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Consists of 43,700 PRSUs and 11,536 RSUs. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The RSUs vest in 1/16th of the total number of RSUs for each of the first four quarters following the vesting commencement date, and thereafter vest in respect of 3/16ths of the total number of RSUs for the following four quarters, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) 1/16th of the shares underlying the option vest on each of the first four quarterly anniversaries following the vesting commencement date, and 3/16ths of the shares vest on each of the following four quarterly anniversaries thereafter, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Mr. McCathron purchased 41,725 shares upon early exercise of an option prior to vesting. The unvested shares are subject to repurchase by us at the original exercise price of $26.50 per share upon a termination of Mr. McCathron’s service. The shares vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) 1/48th of the shares underlying the option vest on each monthly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) 1/16th of the shares underlying the option vest on each quarterly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (12) Mr. Ellis purchased 41,725 shares upon early exercise of his option prior to vesting. The unvested shares are subject to repurchase by us at the original exercise price of $26.50 per share upon a termination of Mr. Ellis’s service. The shares vest as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, subject to continued service with the Company through the applicable vesting date. Notwithstanding the foregoing, 100% of the unvested shares will vest upon a change in control. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program On August 2, 2021, we adopted a Non-Employee Director Compensation Program (the “Prior Director Compensation Program”), which we amended effective May 3, 2023 (as amended, the “Non-Employee Director Compensation Program”). Pursuant to the Non-Employee Director Compensation Program, our non-employee directors receive cash compensation as follows:
Non-Employee Director Compensation Program
| • | Each non-employee director will receive an annual cash retainer in the amount of $60,000 per year (raised from $35,000 per year under the Prior Director Compensation Program). The lead independent director of the Board receives additional annual cash compensation in the amount of $22,500 per year for such lead independent director’s service on the Board. |
Non-Employee Director Compensation Program
| • | The Chairperson of the Audit, Risk, and Compliance Committee receives additional annual cash compensation in the amount of $20,000 per year for such Chairperson’s service on the Audit, Risk, and Compliance Committee. Each non-chairperson member of the Audit, Risk, and Compliance Committee receives additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit, Risk, and Compliance Committee. |
Non-Employee Director Compensation Program
| • | The Chairperson of the Compensation Committee receives additional annual cash compensation in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the Compensation Committee. |
Non-Employee Director Compensation Program
| • | The Chairperson of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $8,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee receives additional annual cash compensation in the amount of $4,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |
Non-Employee Director Compensation Program
Director fees will be payable in cash in arrears in four equal quarterly installments not later than 30 days following the final day of each calendar quarter, provided that the amount of each payment will be prorated for any portion of a quarter that a director is not serving on our Board. Under the Non-Employee Director Compensation Program, each newly elected non-employee director automatically receives the Annual RSU Award (as hereinafter defined) at the close of business on the day of such election, the value of which is prorated from the date of election until (i) if the date of the next annual meeting of the Company’s stockholders (“Annual Meeting”) has been determined, the date of the next Annual Meeting, and (ii) if the date of the next Annual Meeting has not yet been determined, the date that is the first anniversary of the most recent Annual Meeting (such prorated Annual RSU Award, the “Prorated Annual RSU Award”). The Prorated Annual RSU Award for each newly elected non-employee director shall vest in full upon the first anniversary of the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. Under the Prior Director Compensation Program, newly elected non-employee directors received an initial award of RSUs covering a number of shares of the Company’s common stock calculated by dividing (x) $150,000 by (y) the Grant Date Value (as defined below), and those awards vested in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting that occurred following the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. Each non-employee director who (i) is serving on the Board as of the date of an Annual Meeting and (ii) will continue to serve as a non-employee director immediately following such Annual Meeting, shall be granted an award of RSUs covering a number of shares of the Company’s common stock calculated by dividing (x) $110,000 (lowered from $150,000 under the Prior Director Compensation Program) by (y) the Grant Date Value (the “Annual RSU Award”). For purposes of the Non-Employee Director Compensation Program, “Grant Date Value” means the average closing market price of the Company’s common stock as quoted on the national exchange with which the common stock is listed for the 30-day period immediately preceding the applicable date of grant. The Annual RSU Award is automatically granted on the date of the applicable Annual Meeting, and vests in full upon the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting that occurs following the date of grant, subject to the non-employee director continuing in service to the Company and its subsidiaries through such vesting date. All equity awards held by a director will vest in full upon the consummation of a Change in Control (as defined in the 2021 Equity Incentive Plan).
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding the compensation earned for service on the Board by our non-employee directors during the year ended December 31, 2023. Mr. Wand remains an employee of the Company and, as such, is not eligible to receive compensation for his service on the Board. See “ —Certain Relationships and Related Person Transactions.” The compensation for Mr. McCathron as an executive officer is set forth above under “ —Summary Compensation Table.”
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Amy Errett(2) | 41,239 | 104,890 | 146,129 | | Eric Feder | 53,500 | 104,890 | 158,390 | | Lori Dickerson Fouché | 55,000 | 104,890 | 159,890 | | Hugh R. Frater | 57,500 | 104,890 | 162,390 | | Noah Knauf(3) | 32,209 | — | 32,209 | | Sam Landman | 62,000 | 104,890 | 166,890 | | John Nichols | 63,500 | 104,890 | 168,390 | | Mark Schaaf | 11,223 | 91,193 | 102,416 | | Sandra Wijnberg | 94,000 | 104,890 | 198,890 |
Non-Employee Director Compensation
| (1) Amounts reported represent the aggregate grant-date fair value of the restricted stock units awarded to the non-employee directors, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 16 to our financial statements in our Annual Report on Form 10-K. |
Non-Employee Director Compensation
| (2) Amy Errett resigned from the Board effective August 3, 2023. |
Non-Employee Director Compensation
| (3) Noah Knauf resigned from the Board effective June 7, 2023. |
Non-Employee Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2023 by each non-employee director who was serving as of December 31, 2023.
Non-Employee Director Compensation
| Name | Stock Awards Outstanding at Year End (#) | Option Awards Outstanding at Year End (#) | | Eric Feder | 6,570 | — | | Lori Dickerson Fouché | 6,570 | — | | Hugh R. Frater | 6,570 | — | | Sam Landman | 6,570 | — | | John Nichols | 6,570 | — | | Mark Schaaf | 5,564 | — | | Sandra Wijnberg | 6,570 | 9,736 |