DEF 14A of Neonode Inc.
Filed Apr 26, 2024 · FY20230001213900-24-036629
Nominee and Continuing Directors
Nominee and Continuing Directors The identities and biographies of each nominee and continuing member to the three classes of the Board of Directors serving staggered, three-year terms are as follows:
Class I Director for Election at the 2024 Annual Meeting
Class I Director for Election at the 2024 Annual Meeting Cecilia Edström, age 58, has served as a director of the Company since May 2022. She currently serves as a board member of A3P Biomedical, BioArctic AB and Flerie Invest AB, as well acting CFO of A3P Biomedical AB. She has extensive experience in operations and executive management positions as well as board experience across several industries. She previously was a member of the board of Bactiguard, a Swedish company with a focus on infection prevention, and prior to that held various roles in the company, including Chief Executive Officer and Chief Financial Officer with responsibility for business development. She has a B.Sc. from Stockholm School of Economics. The Board of Directors has concluded that Mrs. Edström should serve as director because of her extensive experience in operations and executive management positions and her board experience across several industries.
Class II Director Continuing in Office with Term Expiring at the 2025 Annual Meeting
Class II Director Continuing in Office with Term Expiring at the 2025 Annual Meeting Ulf Rosberg, age 58, has served as a director since September 2017. Mr. Rosberg currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners. The Board of Directors has concluded that Mr. Rosberg should serve as director because of his investment and financial experience, his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors.
Class III Directors Continuing in Office with Term Expiring at the 2026 Annual Meeting
Class III Directors Continuing in Office with Term Expiring at the 2026 Annual Meeting Peter Lindell, age 69, has served as a director since June 2019. Mr. Lindell currently serves as Chairman and a board member for several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome Group OY and Acervo AB. He is also a board member of Frank Dandy Holding AB and Storevision Holding AB. Mr. Lindell has worked in the private equity market for more than twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions. The Board of Directors has concluded that Mr. Lindell should serve as director because of his board experience, understanding of the private equity markets, and his significant ownership position in our company. Per Löfgren, age 59, has served as a director since August 2014. Since 2017, Mr. Löfgren has served as Vice President, Chief Financial Officer for Segment Networks of Telefonaktiebolaget LM Ericsson (“Ericsson”). Ericsson is global telecommunications company listed on Nasdaq Nordic. Mr. Löfgren also has held the position of President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson. From February 2011 to December 2014, he served as Vice President and Chief Financial Officer of Ericsson North America. Prior to 2011, he served in various Ericsson business units globally as a division chief financial officer, sales, and other management positions. The Board of Directors has concluded that Mr. Löfgren should serve as director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology industry.
Director Compensation
Director Compensation The following table lists the compensation paid to directors for their services as members of the Board of Directors for the fiscal year ended December 31, 2023. Payments are made in our local currency; accordingly, for purposes of this table, compensation has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.6130 SEK to one U.S. dollar for 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Ulf Rosberg | 15,808 | — | — | 15,808 | | Cecilia Edström | 21,077 | — | — | 21,077 | | Per Löfgren | 21,077 | — | — | 21,077 | | Peter Lindell | 15,808 | — | — | 15,808 |
Director Compensation
Directors do not receive per-meeting fees. The members of the Board of Directors are eligible for reimbursement for their expenses incurred in attending Board of Directors meetings. As of December 31, 2023, none of the directors held any stock or option awards.
Summary Compensation Table (2023 and 2022)
Summary Compensation Table (2023 and 2022) The following table presents information regarding compensation earned by our former President and Chief Executive Officer and Interim President and Chief Executive Officer and Chief Financial Officer (the “named executive officers”) for the years ended December 31, 2023 and 2022. Our executives are compensated in Swedish Kronor (“SEK”); accordingly, for purposes of this table, compensation paid in SEK has been converted to U.S. dollars at an approximate weighted average exchange rate of 10.6130 SEK and 10.3921 SEK to one U.S. dollar for the years ended December 31, 2023 and 2022, respectively.
Summary Compensation Table (2023 and 2022)
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Award(3) ($) | All Other Compensation(4) ($) | Total ($) | | Urban Forssell | 2023 | 215,954 | 10,600 | — | 57,366 | 283,920 | | Former Chief Executive Officer(5) | 2022 | 214,195 | 21,016 | — | 54,780 | 289,991 | | Fredrik Nihlén | 2023 | 146,466 | 2,872 | — | 32,986 | 182,324 | | Interim President and Chief Executive Officer, Chief Financial Officer(6) | 2022 | 143,825 | 5,681 | — | 31,272 | 180,778 |
Summary Compensation Table (2023 and 2022)
____________ (1) For Mr. Forssell, for 2023, this amount includes salary payments of SEK 2,250,000 (approximately US$212,004) and cash payments in lieu of vacation time of SEK 282,906 (approximately $26,657), and for 2022, this amount includes salary payments of SEK 2,184,000 (approximately US$210,159) and cash payments in lieu of vacation time of SEK 283,122 (approximately $27,244). For Mr. Nihlén, for 2023, this amount includes salary payments of SEK 1,524,000 (approximately US$143,597) and cash payments in lieu of vacation time of SEK 205,524 (approximately $19,365), and for 2022, this amount includes salary payments of SEK 1,476,000 (approximately US$142,031) and cash payments in lieu of vacation time of SEK 125,874 (approximately $12,112). (2) Mr. Forssell received a bonus of SEK 112,500 (approximately US$10,600) for 2023, which was paid in February 2024 and a bonus of SEK 218,400 (approximately US$21,016) for 2022, which was paid in February 2023. Mr. Nihlen received a bonus of SEK 30,480 (approximately US$2,872) for 2023, which was paid in February 2024 and a bonus of SEK 59,040 (approximately $5,681) for 2022, which was paid in February 2023. (3) Amounts reflect the full grant-date fair value of stock awards granted during 2022 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these stock awards in Note 9 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022. (4) For Mr. Forssell, the amount for 2023 includes SEK 608,817 (approximately US$57,366) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. The amount for 2022 includes SEK 569,275 (approximately US$54,780) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. For Mr. Nihlén, the amount for 2023 includes SEK 350,080 (approximately US$32,986) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. The amount for 2022 includes SEK 324,980 (approximately US$31,272) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. (5) Dr. Forssell resigned from his position of President and Chief Executive Officer effective April 10, 2024. (6) Mr. Nihlén was appointed Interim President and Chief Executive Officer effective April 10, 2024.
Outstanding Equity Awards at Fiscal Year-End (2023)
Outstanding Equity Awards at Fiscal Year-End (2023) There were no outstanding equity-based awards held at the end of the fiscal year ended December 31, 2023 by our named executive officers.
Pay Versus Performance Table and Discussion
Pay Versus Performance Table and Discussion The following table reports the compensation of our Principal Executive Officer (the “PEO”) and the average compensation of the other Named Executive Officers (the “Other NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.
Pay Versus Performance Table and Discussion
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(3)(4) ($) | Average Summary Compensation Table Total for Other NEOs(2) ($) | Average Compensation Actually Paid to Other NEOs(3)(4) ($) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return(5) ($) | Net Income ($ in thousands) | | 2023 | 283,920 | 264,565 | 182,324 | 131,164 | 33.93 | (10,123) | | 2022 | 289,991 | 208,962 | 180,778 | 126,541 | 81.48 | (4,883) | | 2021 | 388,803 | 427,035 | 160,879 | 183,567 | 131.11 | (6,450) |
Pay Versus Performance Table and Discussion
____________ (1) The amounts reflect the Summary Compensation Table total compensation for Urban Forssell, our PEO for each of the years listed. (2) For 2023 and 2022, the amount reflects the Summary Compensation Table compensation total for Fredrik Nihlén, our Chief Financial Officer for 2022 and 2023. For 2021, the amount reflects the Summary Compensation Table average compensation total for Mr. Nihlén and for Maria Ek, our former Chief Financial Officer, who were the Other NEOs for 2021. (3) The amounts shown for Compensation Actually Paid to our PEO and Average Compensation Actually Paid to the Other NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such persons. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 4 below. (4) Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Other NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards columns in each of the PEO Compensation Actually Paid and the Other NEOs Compensation Actually Paid tables below in this footnote (4), are the aggregate of the amounts shown in the “Stock Awards” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments column in each of such tables below in this footnote (4), are the aggregate of the following components: (i) Add the fair value as of the end of the year of all unvested stock awards granted in such year; (ii) Add the change in fair value (if positive, or subtract if negative) as of the end of the covered year (from the end of the prior year) of stock awards granted in any prior year that remained outstanding and unvested at the end of the current year; and (iii) Add the change in fair value (if positive, or subtract if negative) as of the vesting date (from the end of the prior year) of stock awards granted in any prior year that vested during the covered year. Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, (ii) adjustments for awards granted in prior years that were forfeited or failed to meet the applicable vesting conditions during the covered year, and (iii) adjustments for the dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year.
PEO Compensation Actually Paid
PEO Compensation Actually Paid
PEO Compensation Actually Paid
| Year | Summary Compensation Table Total for PEO ($) | Exclusion Of Stock Awards ($) | Inclusion Of Stock Award Adjustments ($)(a) | Compensation Actually Paid To PEO ($) | | 2023 | 283,920 | — | (19,355) | 264,565 | | 2022 | 289,991 | — | (81,029) | 208,962 | | 2021 | 388,803 | 53,349 | 91,580 | 427,034 |
PEO Compensation Actually Paid
(a) The components of the amounts shown in this column for our PEO are set forth in the table below:
PEO Compensation Actually Paid
| Year | Fair Value of Awards Granted in Applicable Year, at Year End ($) | Change in Value* of Prior Years’ Awards Unvested in Applicable Year (at Year-End) ($) | Change in Value* of Prior Years’ Awards that Vested in Applicable Year, at Vesting Date ($) | Total Stock Award Adjustments ($) | | 2023 | — | — | (19,355) | (19,355) | | 2022 | — | (20,519) | (60,510) | (81,029) | | 2021 | 54,206 | (37,374) | — | 91,580 |
PEO Compensation Actually Paid
* The change in value for each award is measured from the value at the end of the prior year.
Other NEOs Compensation Actually Paid
Other NEOs Compensation Actually Paid
Other NEOs Compensation Actually Paid
| Year | Average Summary Compensation Table Total for Other NEOs ($) | Exclusion Of Stock Awards ($) | Inclusion Of Stock Award Adjustments ($)(a) | Compensation Actually Paid To Other NEOs ($) | | 2023 | 182,324 | — | (51,160) | 131,164 | | 2022 | 180,778 | — | (54,237) | 126,541 | | 2021 | 160,879 | 48,953 | 71,641 | 183,567 |
Other NEOs Compensation Actually Paid
____________ (a) The components of the amounts shown in this column for our Non-PEO NEOs are set forth in the table below:
Other NEOs Compensation Actually Paid
| Year | Fair Value of Awards Granted in Applicable Year, at Year End ($) | Change in Value* of Prior Years’ Awards Unvested in Applicable Year (at Year-End) ($) | Change in Value* of Prior Years’ Awards that Vested in Applicable Year, at Vesting Date ($) | Total Stock Award Adjustments ($) | | 2023 | — | — | (51,160) | (51,160) | | 2022 | — | (54,237) | — | (54,237) | | 2021 | 71,641 | — | — | 71,641 |
Other NEOs Compensation Actually Paid
____________ * The change in value for each award is measured from the value at the end of the prior year. (5) This column shows Total Shareholder Return (“TSR”) on a cumulative basis for each year of the three-year period from 2021 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2023 in the Company. Historical performance is not necessarily indicative of future stock performance.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR The graph below shows the relationship between (1) compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs and (2) our cumulative TSR, over the two fiscal years ended December 31, 2023.
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs and net loss attributable to the Company over the two fiscal years ended December 31, 2023, as reported in the Company consolidated financial statements.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Payments Upon Termination
Payments Upon Termination Under the terms of Mr. Forssell’s employment agreement, Mr. Forssell may terminate his employment with us upon six months’ notice and we may terminate his employment with us upon 12 months’ notice. Under the terms of Mr. Nihlén’s employment agreement, Mr. Nihlén’s employment with us may be terminated by either party upon six months’ notice. Mr. Forssell and Mr. Nihlén are not contractually entitled to any severance or other additional benefits upon termination of their employment.