DEF 14A of Skillsoft Corp.
Filed Jun 7, 2024 · FY20240001437749-24-019556
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election We are asking you to vote for the election of Helena B. Foulkes, Karen G. Mills and Paul Peake as Class III directors, each to serve for a three-year term expiring at our 2027 Annual Meeting. Our Board currently consists of eight members and is divided into three classes, each of which has a three-year term.
Proposal No. 1: Director Nominee Election
Proposal No. 1: Director Nominee Election For a director to be elected, the director must receive the affirmative vote of a plurality of the votes cast in the election.
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS Our Board consists of eight directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, three directors will be elected to fill positions in Class III. Helena B. Foulkes and Karen G. Mills, our current Class III directors, and Paul Peake, a nominee designated pursuant to the Prosus Subscription Agreement, are nominees for election at the Annual Meeting. Each of the nominees for Class III, if elected, will serve a three-year term expiring at the 2027 Annual Meeting, or until such director’s earlier death, resignation, or removal from the Board. The nominating and governance committee has recommended, and the Board has approved, the nomination of each of these directors to stand for election at the Annual Meeting. Each of the nominees has consented to serve if elected. However, if any of the nominees fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.
Nominees and Continuing Directors
Nominees and Continuing Directors Biographical information for each person nominated for election as a director at the Annual Meeting and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and governance committee and our Board that each such person should continue to serve as a director.
Nominees and Continuing Directors
| OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES LISTED BELOW. |
Class III Director Nominees
Class III Director Nominees
Helena B. Foulkes
Helena B. Foulkes
Helena B. Foulkes
| Independent Director Since June 2021 Committee Service: • Audit Committee • Compensation Committee (Chair) Age 59 | Experience and Expertise Helena B. Foulkes has served as a director of Skillsoft Corp. since June 2021. She is currently a member of the board of directors of Costco Wholesale Corporation, the Executive Chair of the board of directors of Follett Higher Education Group and a member of the board of Harry’s, Inc. Ms. Foulkes is a seasoned retail executive and has served as the Chief Executive Officer and a member of the board of directors of Hudson’s Bay Company (HBC), a multinational retailer, a position she held from February 2018 to March 2020, and as a member of the board of directors of Home Depot, Inc., a home improvement goods retailer, a position she held from September 2013 to October 2021. Prior to HBC, she served as Executive Vice President of CVS Health Corporation (CVS), an integrated pharmacy health care provider and retailer, and President of CVS Pharmacy, from January 2014 to January 2018. At CVS, Ms. Foulkes also served as Executive Vice President and Chief Health Care Strategy and Marketing Officer from 2011 to 2013; Executive Vice President and Chief Marketing Officer from 2009 to 2011; Senior Vice President of Health Services of CVS Pharmacy from 2007 to 2009; Senior Vice President, Marketing and Operations Services during a portion of 2007; and Senior Vice President, Advertising and Marketing from 2002 to 2007. Additionally, Ms. Foulkes held positions in Strategic Planning, Visual Merchandising, and Category Management during her 20-plus years with CVS. Ms. Foulkes holds an undergraduate degree from Harvard College and an MBA from Harvard Business School. | | | Qualifications • Ms. Foulkes was selected to serve on our Board due to her extensive business experience, including public company chief executive officer experience, and marketing and board experience. |
Karen G. Mills
Karen G. Mills
Karen G. Mills
| Independent Director Since June 2021 Committee Service: • Audit Committee (Chair) • Compensation Committee Age 70 | Experience and Expertise Karen G. Mills has served as a director of Skillsoft Corp. since June 2021. She served as director for Churchill Capital Corp II, Skillsoft’s predecessor listed company, since June 2019. Ms. Mills also serves on the board of directors of Churchill Capital Corp VII. She was previously a Director of Clarivate Plc from May 2019 until January 2021 and Churchill Capital Corp III and IV through October 2020 and July 2021, respectively, and Churchill Capital Corp V and VI through December 2023. Ms. Mills is a Senior Fellow at the Harvard Business School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship, and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products, and technology-enabled solutions businesses. She also serves as Vice Chair of the National Bureau of Economic Research (NBER) and is a member of the Harvard Corporation. Ms. Mills holds an A.B. degree in Economics from Harvard University, Magna Cum Laude, and earned an M.B.A. from Harvard Business School. | | | Qualifications • Ms. Mills’ qualifications to serve on our Board include her expertise in strategic and financial matters, business structure and growth, leadership, and her significant public board experience. |
Paul Peake
Paul Peake
Paul Peake
| Independent Age 41 | Experience and Expertise Paul Peake currently serves as General Counsel (Food, B2C and Edtech) for Prosus, a leading global technology investor, where he oversees all legal aspects of Prosus’ investments across food delivery, ecommerce and edtech. He has more than 15 years of professional experience with more than a decade of experience holding senior positions in global internet companies. He currently serves on the board of several privately held Prosus portfolio companies, including iFood in Brazil, Takealot Group in South Africa and Flink in Europe. Before joining Prosus and Naspers in 2020, Paul spent five years at eBay group holding various senior positions including Head of Legal for StubHub Inc.’s international business. Prior to eBay, Paul worked for global organizations including Federation Internationale de Football Association (FIFA), adidas, Volkswagen Group and the United Nations. Paul started his career as a private practice lawyer in London with Shoosmiths LLP and qualified as a lawyer from Nottingham Law School followed by a Master’s Degree in EU Competition Law from King’s College London. | | | Qualifications • Mr. Peake is qualified to serve on our Board due to his extensive business and legal experience, including in global internet companies. |
Continuing Directors – Class I Directors with Terms Expiring in 2025
Continuing Directors – Class I Directors with Terms Expiring in 2025
Ronald W. Hovsepian
Ronald W. Hovsepian
Ronald W. Hovsepian
| Director Since June 2021 Age 63 | Experience and Expertise Ronald W. Hovsepian has served as Chair of the Board and Executive Chair of Skillsoft Corp. since April 2024. He served as a director of Skillsoft Corp. since June 2021. He previously served as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity, from July 2018 until June 2021. Mr. Hovsepian has served as chairman of the board of directors of Ansys Corp., the global leader in engineering simulation, since 2014, and has served as a member of the board since 2012. Mr. Hovsepian has served as chairman of the board of Valo Health, a technology company in drug discovery, since June 2019. Previously, Mr. Hovsepian served as a director of Pegasystems Inc. from January 2019 until June 2021. Mr. Hovsepian also previously served as Chairman of ANN Inc., for ten years. From September 2020 until January 2024, Mr. Hovsepian served as Chief Executive Officer of Indigo Ag, an agricultural technology company. Mr. Hovsepian currently serves as an advisor to Indigo’s Chief Executive Officer and has served as a director since July 2019. Mr. Hovsepian has been an executive partner at Flagship Pioneering, Inc., a venture capital firm focused on healthcare, since October 2018. Mr. Hovsepian was President and Chief Executive Officer of Intralinks, a global provider of secure SaaS collaboration solutions and virtual data rooms, from 2011 to 2017, until it was acquired in 2017 by Synchronoss Technologies, Inc., a telecommunications software and services company. After the acquisition, Mr. Hovsepian served as chief executive officer of Synchronoss from January to April 2017. Prior to Intralinks, Mr. Hovsepian served as President and Chief Executive Officer of Novell, Inc., from 2005 to 2011, where he started as Executive Vice President and President, Worldwide Field Operations in 2003. Mr. Hovsepian began his career at IBM, where he held a number of management and executive positions over a 16-year period. Mr. Hovsepian holds a Bachelor of Science degree from Boston College. | | | Qualifications • Mr. Hovsepian was selected to serve on our Board and as Chairperson of the Board due to his business experience in the technology sector, public company chief executive officer experience, and public company board experience, and his knowledge of Skillsoft from his prior service as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity. |
Peter Schmitt
Peter Schmitt
Peter Schmitt
| Director Since June 2021 Age: 57 | Experience and Expertise Peter Schmitt has served as a director of Skillsoft Corp. since June 2021. He previously served as a director for Software Luxembourg, the Skillsoft predecessor entity, from August 2020 until June 2021. Dr. Schmitt has served as Industrial Advisor at EQT Partners AB since May 2018 and as President at MEC Advisors LLC since October 2017. Dr. Schmitt is on the advisory board of ThermoAnalytics, Inc., and MAIT GmbH and xSuite Group GmbH (both 3i portfolio companies). Dr. Schmitt served on the board of Innovyze LLC and Zemax LLC (both EQT Partners portfolio companies) and Upchain until all three companies were sold in 2021. He also served on the advisory board of Blume Global, Inc. (an Apollo portfolio company) until its sale in 2023. Dr. Schmitt previously served as Senior Vice President of IoT & Digital Twin, Cenit AG from 2018 to 2019. Prior to Cenit, Dr. Schmitt served as Executive Vice President of Global Sales & Operational Marketing at ESI Group from 2015 to 2017, and Vice President at Dassault Systèmes from 2000 to 2015. Dr. Schmitt holds a Doctorate degree in Manufacturing Engineering from the University of Stuttgart, Germany and holds Diplom Ingenieur (equivalent to Master of Engineering in Mechanical Engineering) from Technical University of Karlsruhe, Germany. | | | Qualifications • Dr. Schmitt’s qualifications include his extensive business experience, including with international organizations, and his knowledge of Skillsoft from his prior service as a director of Software Luxembourg, the Skillsoft predecessor entity. |
Continuing Directors ‐– Class II Directors with Terms Expiring in 2026
Continuing Directors ‐– Class II Directors with Terms Expiring in 2026
Lawrence C. Illg
Lawrence C. Illg
Lawrence C. Illg
| Independent Director Since June 2021 Committee Service: • Compensation Committee Age 53 | Experience and Expertise Lawrence C. Illg has served as a director of Skillsoft Corp. since June 2021. He currently serves as an advisor to Prosus after holding a variety of executive positions for Prosus and Naspers from 2013 to 2023. At Prosus, he led investments in food delivery, education, healthcare and more. He has more than 20 years of professional experience, more than a decade of experience leading global internet companies and currently serves on the board of several privately held companies, including Brainly, Inc. and Stenn, Inc. Mr. Illg served on the board of Honor Technology, Inc. until 2024. Before joining Prosus and Naspers, Mr. Illg was Vice President and General Manager of New Ventures at Trulia, a leading U.S. online real estate marketplace. Prior to Trulia, he spent eight years as a senior executive at eBay, responsible for strategy and general management of many of its global marketplaces and classifieds assets. Prior to eBay, he spent several years as strategy advisor for leading global consumer goods companies. Mr. Illg started his career at the U.S. Federal Reserve Board and holds a B.A. in Economics and an MBA from the University of California, Berkeley. | | | Qualifications • Mr. Illg was selected to serve on our Board due to his broad business expertise, including significant experience in the education sector and with high growth companies. |
Michael S. Klein
Michael S. Klein
Michael S. Klein
| Director Since June 2021 Age 60 | Experience and Expertise Michael S. Klein has served as a director of Skillsoft Corp. since June 2021. He previously served as director for Churchill Capital Corp II, the predecessor listed company, since June 2019. Mr. Klein currently serves as Managing Partner of M. Klein and Company, a leading global financial and strategic advisory firm he founded in 2012 that provides its clients a variety of advice tailored to their objectives. Mr. Klein is the controlling member of M Klein Associates, Inc., a private company founded in 2012 and is the founder and managing member of the Garden State Capital Partners LLC (a private company founded in 2018). Mr. Klein currently serves as Chief Executive Officer and Chairman of Churchill Capital Corp VII and Churchill Capital Corp IX, which are publicly-traded blank check companies whose sponsors are each an affiliate of M. Klein and Company, LLC. Mr. Klein also serves on the board of directors of Multiplan, Inc., an entity which merged with Churchill Capital Corp III in October 2020 and is now listed on the NYSE. Prior to the merger, he served as the Chief Executive Officer and Chairman of Churchill Capital Corp III. Mr. Klein is also a director of Magic Leap (a private company), TBG AG (a private company), AltC Acquisition Corp. (an NYSE listed company), Evolution Media Capital (a private company) and various charitable organizations. Previously, Mr. Klein served on the board of directors of Credit Suisse Group AG and Credit Suisse AG from 2018 until October 2022. He was also the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019, and Mr. Klein served on the board of directors of Clarivate Plc. until October 2020. Additionally, Mr. Klein previously served on the boards of Churchill Capital Corp IV, Churchill Capital V and Churchill Capital VI and Hall of Fame Resort & Entertainment Company. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments, and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of The Wharton School of the University of Pennsylvania, where he earned his Bachelor of Science in Economics with concentrations in finance and accounting. | | | Qualifications • Mr. Klein is qualified to serve on our Board based on his significant investment banking and strategic advisory experience. |
Lawrence H. Summers
Lawrence H. Summers
Lawrence H. Summers
| Independent Director Since June 2021 Committee Service: • Nominating and Governance Committee Age 69 | Experience and Expertise Lawrence H. Summers has served as a director of Skillsoft Corp. since June 2021. He has served as the Charles W. Eliot University Professor & President Emeritus of Harvard University since January 2011 and is the Weil Director of the Mossavar-Rahmani Center for Business and Government at Harvard’s Kennedy School. From January 2009 to December 2010, Dr. Summers served as Director of the White House National Economic Council in the Obama Administration and served as President of Harvard University from 2001 to 2006. Dr. Summers has served in various other senior policy positions, including as Secretary of the Treasury in the Clinton Administration and Chief Economist of the World Bank. Currently, Dr. Summers serves on the board of directors of OpenAI, and Doma Holdings, Inc. since September 2019. He also serves on the board of ONE, chairs the board of the Center for Global Development and serves on the international advisory board of Santander. Dr. Summers is an advisor to The Hamilton Project, The Hutchins Center on Fiscal & Monetary Policy, and the Peterson Institute for International Economics. He is a distinguished senior fellow at the Center for American Progress and recently co-chaired the Commission on Inclusive Prosperity. He recently launched a Task Force on Fiscal Policy with Mayor Bloomberg and chaired the Commission on Global Health. Dr. Summers also served on the board of directors of LendingClub Corporation from 2012 to May 2018 and of Block, Inc. from 2011 to March 2024. Dr. Summers holds a B.S. in Economics from Massachusetts Institute of Technology and a Ph.D. in Economics from Harvard University. | | | Qualifications • Dr. Summers was selected to serve on our Board due to his extensive economic, financial, and business experience. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The table below sets forth the compensation of all our non-employee directors for the fiscal year ended January 31, 2024. Mr. Tarr retired from his position as the Company’s Chief Executive Officer and a member of the Board in April 2024, and did not receive any additional compensation for his service as a director during our fiscal year ended January 31, 2024.
Director Compensation Table
| | Fees earned or paid in cash | Stock Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Patrick Kolek | $125,000 | $111,750 | $236,750 | | Helena B. Foulkes | $60,000 | $111,750 | $171,750 | | Ronald W. Hovsepian | $95,000 | $111,750 | $206,750 | | Lawrence C. Illg | $60,000 | $111,750 | $171,750 | | Michael S. Klein | $50,000 | $111,750 | $161,750 | | Karen G. Mills | $85,000 | $111,750 | $196,750 | | Peter Schmitt | $50,000 | $111,750 | $161,750 | | Lawrence H. Summers | $60,000 | $111,750 | $171,750 |
Director Compensation Table
| (1) Represents director fees earned during fiscal 2024. Mr. Kolek’s director fees include $50,000 for his service as Chair of the Board and $25,000 for his service as Chair of the Nominating and Governance Committee. Mr. Hovsepian’s director fees include $25,000 for his service as Chair of the Compensation Committee (from which he resigned in April 2024 upon his appointment as Executive Chair), and Ms. Mills’ director fees include $25,000 for her service as Chair of the Audit Committee. |
Director Compensation Table
| (2) Each non-employee director received an equity award of 3,750 restricted stock units on July 20, 2023. The fair value of such restricted stock units was computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures at $29.80 per share. All such restricted stock units are subject to vesting in full one year from the grant date, or the date of the next annual meeting of stockholders, whichever is earlier. Includes amounts deferred by certain of our non-employee directors at their election. As of January 31, 2024, the aggregate number of outstanding equity awards (unvested restricted stock units) held by each director was 3,750. |
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation awarded to or earned by each of our NEOs for the fiscal years indicated.
Summary Compensation Table
| | | | | | | Non-Equity | | | | Name and principal | Year | Salary | Bonus | Stock Awards | Option Awards | Incentive Plan compensation | All other compensation | | | position | ($) | (1) | ($) | ($)(2) | ($) | ($) | ($)(3) | Total ($) | | Jeffrey R. Tarr(4) | 2024 | $766,875 | — | $3,529,500 | — | — | $10,444 | $4,306,819 | | Chief Executive Officer and President | 2023 | $750,000 | — | $7,301,849 | — | — | $4,000 | $8,055,849 | | Richard Walker Chief Financial Officer | 2024 | $536,812 | — | $2,233,706 | — | — | $4,000 | $2,774,518 | | Apratim Purakayastha GM, Enterprise Solutions, | 2024 | $536,812 | — | $2,071,961 | — | — | $10,620 | $2,619,393 | | Chief Product and Technology Officer | 2023 | $493,750 | — | $2,928,906 | — | — | $4,000 | $3,426,656 |
Summary Compensation Table
| (1) For fiscal 2024, the amounts reported in the “Salary” column consist of base salary earned during the year. |
Summary Compensation Table
| (2) For fiscal 2024, the amounts represent the aggregate grant date fair value of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures and, in the case of the PSUs, based on the probable outcome of the performance conditions as of the grant date. See “Outstanding Equity Awards at Fiscal Year-End” below for a listing of RSU and PSU awards outstanding for each named executive officer as of January 31, 2024. See Note 18 to our financial statements included in our Annual Report for descriptions of the methodologies and assumptions we used to value performance-based restricted stock unit awards. The PSUs vest according to service and market conditions, and therefore have no maximum grant date fair values that differ from the grant date fair values presented in the table. |
Summary Compensation Table
| (3) For fiscal 2024, the amounts for each named executive officer include a matching 401(k) contribution of $4,000 under the 401(k) Plan (as defined below) on the same terms as provided to all of Skillsoft’s regular full-time employees. In addition, the amount for Mr. Tarr includes $3,150 towards an annual executive health evaluation and $1,847 related to guest travel expenses and a $1,447 tax gross-up related to the same. For Mr. Purakayastha, includes, amounts of $4,677 related to guest travel expenses and a $1,943 tax gross-up related to the same. Guest travel expenses for Mr. Tarr and Mr. Purakayastha were incurred for an annual conference where NEOs were permitted to have spousal participation. |
Summary Compensation Table
| (4) Mr. Tarr retired from his position as Chief Executive Officer and as a member of the Board effective April 16, 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our NEOs that were outstanding as of January 31, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | Stock Awards | | | | | | Name | Number of securities underlying unexercised options / warrants (#) Exercisable | Number of securities underlying unexercised options (#) Unexercisable | Option exercise price ($) | Option Expiration date | Number of shares or units of stock that have not vested ($) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that not vested ($)(1) | | Jeffrey R. Tarr (16) | 31,250(2) | 18,750(2) | 215.00 | 6/11/2031 | 16,667(5) | 233,671 | 21,849(13) | 306,323 | | Chief Executive Officer | | | | | 24,580(6) | 344,612 | 39,000(15) | 546,780 | | And President | | | | | 58,500(7) | 820,170 | | | | | 50,000(3) | | 230.00 | 6/11/2026 | | | | | | Richard Walker | 6,063(4) | 3,637(4) | 215.00 | 6/11/2031 | 2,425(8) | 33,999 | 3,152(13) | 44,191 | | Chief Financial Officer | | | | | 622(9) | 8,720 | 4,375(14) | 61,338 | | | | | | | 7,091(6) | 99,416 | 14,375(15) | 201,538 | | | | | | | 3,026(10) | 42,425 | | | | | | | | | 9,844(11) | 138,013 | | | | | | | | | 43,125(7) | 604,613 | | | | | | | | | 3,638(12) | 51,005 | | | | Apratim Purakayastha | 8,094(4) | 4,856(4) | 215.00 | 6/11/2031 | 3,225(8) | 45,215 | 4,622(13) | 64,800 | | GM, Enterprise Solutions, | | | | | 10,400(6) | 145,808 | 12,500(15) | 175,250 | | Chief Product & Tech | | | | | 4,034(10) | 56,557 | | | | Officer | | | | | 37,500(7) | 525,750 | | | | | | | | | 4,838(12) | 67,829 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Based on the closing price of our common stock on January 31, 2024 of $14.02 per share. | | (2) Award of options granted on June 11, 2021 scheduled to vest in sixteen equal quarterly installments beginning September 11, 2021. Stock options have a total term of ten years from the date of grant. | | (3) The Sponsor transferred 50,000 fully vested warrants to Mr. Tarr on June 11, 2021 in connection with his employment by Skillsoft following the completion of the Business Combinations. Mr. Tarr transferred 12,500 of these warrants to trusts established for the benefit of his children. | | (4) Award of options granted on June 11, 2021 scheduled to vest 25% on June 11, 2022 and the remaining 75% vest in twelve equal quarterly installments thereafter. Stock options have a total term of ten years from the date of grant. | | (5) Award of RSUs granted on June 11, 2021 that vest in twelve equal quarterly installments beginning September 11, 2021. | | (6) Award of RSUs granted on June 1, 2022 that vest in four equal annual installments beginning June 1, 2023. | | (7) Award of RSUs granted on April 14, 2023 that vest in four equal annual installments beginning May 1, 2024. | | (8) Award of RSUs granted on June 11, 2021 that vest in four equal annual installments beginning June 11, 2022. | | (9) Award of RSUs granted on September 10, 2021 that vest in four equal annual installments beginning September 10, 2022. | | (10) Award of RSUs granted on June 1, 2022 that vest 20% on June 1, 2023 and 80% on June 1, 2024. | | (11) Award of RSUs granted November 30, 2022 that vest in four equal annual installments beginning November 1, 2023. | | (12) Award of RSUs granted on May 1, 2023 that vest in two equal annual installments beginning May 1, 2024. This award was a replacement RSU award received in consideration for the cancellation of RSUs previously granted on June 11, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (13) Represents the unearned portion of the PSU award granted on June 1, 2022. The PSUs vest in three annual installments ranging from 0% to 200% beginning June 1, 2023, based on Company’s achievement of Relative TSR performance goals. In the table above, the number and market value of the PSUs reported reflect threshold achievement based on the Company’s performance as of January 31, 2024. The actual number of PSUs that will be distributed is not yet determinable. | | (14) Represents the unearned portion of the PSU award granted on November 30, 2022. The PSUs vest in three annual installments ranging from 0% to 200% beginning November 1, 2023, based on Company’s achievement of Relative TSR performance goals. In the table above, the number and market value of the PSUs reported reflect threshold achievement based on the Company’s performance as of January 31, 2024. The actual number of PSUs that will be distributed is not yet determinable. | | (15) Represents the unearned portion of the PSU award granted on April 14, 2023. The PSUs vest in three annual installments ranging from 0% to 200% beginning May 1, 2024, based on Company’s achievement of Relative TSR performance goals. In the table above, the number and market value of the PSUs reported reflect threshold achievement based on the Company’s performance as of January 31, 2024. The actual number of PSUs that will be distributed is not yet determinable. | | (16) Mr. Tarr retired from his position as Chief Executive Officer and as a member of the Board effective April 16, 2024. |