DEF 14A of Wrap Technologies, Inc.
Filed Nov 12, 2024 · FY20230001437749-24-034618
Director Biographies
Director Biographies Information concerning our Director nominees is set forth below. The biographical description of each Director nominee includes the specific experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a Director. Scot Cohen - Mr. Cohen cofounded the Company in March 2016, and has previously served as a non-independent Director of the Company from June 2021 until October 2023 and Executive Chairman of the Company from July 2017 until June 2021 and then again beginning in October 2023, and currently serves as Chief Executive Officer, Principal Executive Officer and interim Principal Financial Officer and Principal Accounting Officer. Mr. Cohen has over 20 years of experience in institutional asset management, wealth management, and capital markets. He currently manages several operating partnerships that actively invest in the energy sector in addition to maintaining an active investment portfolio in various public companies, early-stage private companies, hedge funds and alternative assets including real estate. Mr. Cohen is the Founder and Managing Partner of V3 Capital Partners, a private investment firm focused on early-stage companies primarily in the consumer products industry, and Co-Manager of Red Fortune Fund, a private equity fund based in Hong Kong. Mr. Cohen also is the Founder of Petro River Oil, LLC and Chairman of Petro River Oil Corp. (OTCBB: PTRC), a publicly traded oil and gas producer with assets in Kansas and Oklahoma, and Petro Spring LLC, a global oil and gas technology solutions provider. Prior to creating V3 Capital Partners, Mr. Cohen was the Founder and Managing Partner at Iroquois Capital Opportunity Fund, a special situations private equity investment fund, and a Co-Founder of Iroquois Capital, a hedge fund with investments in small and micro-cap private and public companies. Mr. Cohen currently serves on the board of directors of Charlie’s Holding, Inc. (OTCQB: CHUC), and has served as Executive Chair of the board of directors of Petro River Oil Corp. since 2012. Mr. Cohen earned his Bachelor of Science degree from Ohio University in 1991. The Board believes Mr. Cohen’s success with multiple private investment firms, his extensive contacts within the investment community and financial expertise strengthens the Company’s efforts to raise capital to fund the continued implementation of its business plan. Bruce Bernstein - Mr. Bernstein was appointed as a director of the Company in April 2023. Mr. Bernstein has over thirty-five years of experience in the securities industry, primarily as senior portfolio manager for two alternative finance funds as well as in trading and structuring of arbitrage strategies. Mr. Bernstein has served as President of Rockmore Capital, LLC since 2006, the manager of a direct investment and lending fund with peak assets under management of $140 million. Previously, he served as Co-President of Omicron Capital, LP, an investment firm based in New York, which he joined in 2001. Omicron Capital focused on direct investing and lending to public small cap companies and had peak assets under management of $260 million. Prior to joining Omicron Capital, Mr. Bernstein was with Fortis Investments Inc., where he was Senior Vice President in the bank’s Global Securities Arbitrage business unit, specializing in equity structured products and equity arbitrage and then President in charge of the bank’s proprietary investment business in the United States. Prior to Fortis, Mr. Bernstein was Director in the Equity Derivatives Group at Nomura Securities International specializing in cross-border tax arbitrage, domestic equity arbitrage and structured equity swaps. Mr. Bernstein started his career at Kidder Peabody, where he rose to the level of Assistant Treasurer. Mr. Bernstein serves as a member of the Board of Directors of Xwell, Inc. (Formerly XpresSpa Holdings, Inc.) the leading airport spa company in the world, based in New York, serves as a Director for Neurotrope since November 14, 2016 and, Petros Pharmaceuticals, Inc. Mr. Bernstein holds a Bachelor of Business Administration from City University of New York (Baruch). The Board believes that Mr. Bernstein’s experience in finance, audit, capital markets and in advising public companies provides significant benefit to the Company and as a member of the Board. Marc Savas - Mr. Savas was appointed as a director of the Company in April 2023. Mr. Savas has over 35 years of experience in accelerating revenue for companies, and is skilled in developing and guiding leadership teams, executing tactical, strategic and technical plans, and brings a comprehensive understanding of organizational efficiency. Mr. Savas currently serves as President of Vector97, a privately held waste hauling and recycling consulting firm, since February 2012. He has overseen Vector97 from a startup company through engineering its sale to SIB in June of 2022. Mr. Savas remains President of Vector97 and has joined the SIB leadership team. He currently serves as a Director of SRAX since October 2015. Previously, he founded Unfair Advantage, Inc. and Living Full Blast, Inc., a management and efficiency consulting firm serving the Venture Capital and Legal vertical markets serving as Chief Executive officer until January 2012. Mr. Savas has also served as a member of the Board of Directors of Motivational, Inc., a charitable organization, from July 2020 to present, and as a member of the Board of Directors of RMP, a charitable organization, from December 2022 to present. Mr. Savas holds a Bachelor of Science in Marketing from Northern Arizona University of Flagstaff Arizona, and completed the Executive Development Program of the Marshall School of Business of the University of Southern California. The Board believes that Mr. Savas’ experience in organizational efficiency and effectiveness, together with his extensive knowledge in finance, scalability and implementing successful business strategies, makes him a valuable member of the Board. Rajiv Srinivasan - Mr. Srinivasan was appointed director in October 2023. Mr. Srinivasan served at LinkedIn by Microsoft (NYSE:MSFT) from 2019 to 2023, as the Director of the NAMER Globals Program from 2021 to 2023, and the Director of Global Clients from 2019 to 2021. Prior to that, he served as a Global Account manager at VMware (NYSE: VMW) from 2016 to 2019, and as a sales manager at MobileIron (NYSE: MOBL) from 2013 to 2015. Mr. Srinivasan’s startup experience includes Investor and Sales Advisor at Nirmata since 2017, Interim VP of Sales at Intuition Machines during 2022, Interim VP of Sales at Myally from 2018 to 2020 and Co-Founder and Head of Sales at Morta Security from 2011 to 2013. Mr. Srinivasan served as a Captain of the U.S. Army from 2004 to 2011 and is a contributor and commentator on miliary and veterans affairs, is on the board of directors and finance committee of Families Against Mandatory Minimums, a lobby to end mass incarceration, and is a Resource & Development Board Member on the California Council on Science and Technology. Mr. Srinivasan earned a Bachelor of Science in Arabic and Comparative Politics from the U.S. Military Academy, a Master of Science in Applied Mathematics with a focus on Data Science and Numerical Methods from Columbia University, and a Masters of Business Administration from the Wharton School of Business. The Board believes that Mr. Srinivasan’s experience in technology based companies and early stage growth firms, together with his extensive knowledge and experience in implementing successful business strategies, makes him a valuable member of the Board.
Director Biographies
Vice Admiral Tim Szymanski - Mr. Szymanski was appointed a director in October 2023. Mr. Szymanski is a distinguished retired United States Navy vice admiral, with thirty-seven years of military service. Mr. Szymanski currently provides consulting services to Pallas Advisors as a principal, a strategic advisory firm specializing in navigating complex national and international security dynamics, which he joined in August 2023, Odyssey Group International, Inc., Senseye, Inc., and Q30 Sports Science, LLC. Mr. Szymanski further serves as an advisor for Cohen Veterans Bioscience on the Veteran Advisory Committee, at NanoDx Inc. on the Military Advisory Board, and at Verkada Inc., on the Federal Advisory Board. Prior to his retirement from the United States Navy, Mr. Szymanski last served as deputy commander of United States Special Operations Command and as the Commander of Naval Special Warfare (NSW). Mr. Szymanski also served on the Joint Staff as the J3 deputy directorate for Special Operations, as the Global War on Terror branch chief and as chief staff officer of Pakistan-Afghanistan Coordination Cell. Mr. Szymanski currently serves on the Military Advisory Board of Odyssey Health, Inc. Mr. Szymanski graduated from the United States Naval Academy in 1985. He completed a Master of Joint Campaign Planning and Strategy at the Joint Advanced Warfighting School. The Board believes that Vice Admiral Szymanski’s experience in organizational efficiency and effectiveness, together with his military leadership experience, makes him a valuable member of the Board.
Nomination and Election of Directors
Nomination and Election of Directors The Nominating and Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the full Board concerning corporate governance matters. Both the Nominating and Corporate Governance Committee and the Board seek the talents and backgrounds that would be most helpful to the Company in selecting director nominees. The Board believes diversity of background provides for a variety of points of view, improves the quality of dialogue, and contributes to a more effective decision-making process. The Board also monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. The Nominating and Corporate Governance Committee has adopted a formal policy regarding stockholder recommendations of director nominees, included in the Nominating and Corporate Governance charter available in the “Investors” section on our website at https://ir.wrap.com/. The Nominating and Corporate Governance Committee considers any timely submitted and qualified director candidates recommended by any security holder entitled to vote in an election of Directors. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee must do so by delivering a written recommendation to the Nominating and Corporation Governance Committee c/o Wrap Technologies, Inc., 1817 W 4th Street, Tempe, Arizona 85281. The submission must set forth: (1) the name and address, including telephone number, of the recommending; (2) the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the submission; (3) if the recommending stockholder is not a stockholder of record, a statement from the record holder of the shares (usually a broker or bank) verifying the holdings of the stockholder and a statement from the recommending stockholder of the length of time that the shares have been held; (4) a statement from the stockholder as to whether the stockholder has a good faith intention to continue to hold the reported shares through the date of the Company’s next annual meeting of stockholders; (5) information required by Item 401 of Regulation S-K (generally providing for disclosure of the name, address, and business experience for the past five years of the proposed nominee, as well as information regarding certain types of legal proceedings within the past five years involving the nominee); (6) information required by Item 403 of Regulation S-K (generally providing for disclosure regarding the proposed nominee’s ownership of securities of the Company); and (7) information required by Item 404 of Regulation S-K (generally providing for disclosure of transactions between the Company and the proposed director nominee valued in excess of the lesser of $120,000 or one percent of the average of the Company’s total asset at year end for the last two fiscal years and disclosure of certain other types of business relationships with the Company). The Nominating and Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Consistent with our core values and beliefs, our Board appreciates the value of diversity in all aspects of the Company, including at the Board level.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table shows compensation awarded to, paid to or earned by, (1) the Company’s principal executive officer, (2) the Company’s most highly compensated executive officer other than the principal executive officer and (3) if applicable, up to two individuals who would have qualified as one of the Company’s two most highly compensated executive officers other than the principal executive officer but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year; during the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | All Other Compensation(3) | Total | | Scot Cohen | 2023 | $39,312 | - | $675,000 | $1,801543 | - | $2,515,855 | | Chief Executive Officer and Executive Director | | | | | | | | | Jared Novick | 2023 | $- | - | - | $443,622 | - | $443,622 | | Chief Operating Officer | | | | | | | | | Kevin Mullins (4) | 2023 | $300,000 | $75,000 | $75,000 | $- | - | $450,000 | | Former Chief Executive Officer and Director | 2022 | $200,000 | - | $506,250 | $1,721,691 | | $2,427,941 | | Chris DeAlmeida (5) | 2023 | $275,000 | $28,646 | $28,646 | | - | $332,292 | | Former Chief Financial Officer, Treasurer and Secretary | 2022 | $103,125 | - | $227,500 | $318,500 | - | $649,125 | | TJ Kennedy (6) | 2023 | $157,417 | $115,625 | | | $328,296 | $601,338 | | Former Chief Executive Officer and Director | 2022 | $276,667 | $50,000 | $742,982 | $2,293,879 | - | $3,363,528 | | Glenn Hickman (7) | 2023 | $75,000 | $22,500 | $22,500 | - | $112,500 | 232,500 | | Former Chief Operating Officer | 2022 | $225,000 | $25,000 | $106,500 | - | - | 356,500 |
Summary Compensation Table
| (1) Amounts reported in this column do not reflect the amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of restricted stock units (“RSUs”) granted to the named executive officers during the fiscal year ended December 31, 2022, as computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification 718 (“ASC 718”). Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in this Annual Report. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Specifically, the number in the table above includes: |
Summary Compensation Table
| ● | for Mr. Cohen, RSUs granted in October 2023, as part of an Inducement grant in connection with being named Chief Executive Officer; |
Summary Compensation Table
| ● | for Mr. Mullins, RSUs granted in April 2023 in connection with annual bonus and RSUs granted in April 2022, as part of an Inducement grant in connection with being named President; |
Summary Compensation Table
| ● | for Mr. DeAlmeida, RSUs granted in April 2023 in connection with annual bonus and RSUs granted in July 2022, in connection with being named Chief Financial Officer; |
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| ● | for Mr. Kennedy, $725,000 for RSUs granted in April 2022, in connection with being named Chief Executive Officer and $17,982 for RSUs granted for Board responsibilities from January 1, 2022 through April 17, 2022; and |
Summary Compensation Table
| ● | for Mr. Hickman, RSUs granted in April 2023 in connection with annual bonus and RSUs granted March 2022 for continued service. |
Summary Compensation Table
| (2) Amounts reported in this column do not reflect the amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted to the named executive officers during each fiscal year, as computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in our Annual Report. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our named executive officers will only realize compensation to the extent the trading price of our Common Stock is greater than the exercise price of such stock options. Specifically, the number in the table above includes: |
Summary Compensation Table
| ● | for Mr. Cohen, options granted in October 2023, as part of an Inducement grant in connection with being named Chief Executive Officer; |
Summary Compensation Table
| ● | for Mr. Novick options granted in December 2023, as part of an Inducement grant in connection with being named Chief Operating Officer; |
Summary Compensation Table
| ● | for Mr. Mullins, $856,193 for options granted in April 2022 and $865,498 for Performance Options granted in April. 2022 in connection with begin named President; |
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| ● | for Mr. DeAlmeida, options granted in July 2022, in connection with being named Chief Financial Officer; |
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| ● | for Mr. Kennedy, $1,141,589 for options granted in April 2022 and $1,152,290 for Performance Options granted in April 2022 in connection with being named Chief Executive Officer; and |
Summary Compensation Table
| ● | for Mr. Hickman, options granted in March 2021 for continued service. |
Summary Compensation Table
| (3) Amounts reported in this column represent other compensation paid to executive officers. Amounts for Mr. Hickman include $41,918 for his consulting agreement in 2021. For Mr. Varner, the amount reflects the consulting payments made to his consulting firm, LWV Consulting, LLC. For his services as Interim Chief Executive Officer during 2022. Amounts for Mr. Smith represent the severance payments made pursuant to the Hickman Severance Agreement (as defined herein). |
Summary Compensation Table
| (4) Kevin Mullins was appointed as the Company’s President on April 18, 2022, as the Company’s Chief Executive Officer on April 14, 2023, and was appointed as a member of the Board on April 21, 2023. |
Summary Compensation Table
| (5) Chris DeAlmeida served as the Company’s Chief Financial Officer and Treasurer from July 25, 2022, to January 5, 2024 and served as Secretary from April 21, 2023 to January5, 2024. |
Summary Compensation Table
| (6) TJ Kennedy served as the Company’s Chief Executive Officer from April 18, 2022, to April 14, 2023. |
Summary Compensation Table
| (7) Glenn Hickmann served as the Company’s Chief Operating Officer from July 2021 to April 17, 2023. He was paid $41,918 for consulting services in 2021 prior to becoming an employee. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) (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 Have Not Vested ($) | | Scot Cohen | | | | | | | | | | | | 10/12/2023 | - | 482,143(2) | $1.40 | 10/12/2033 | | | | | | | 10/12/2023 | - | 1,290,165(3) | $1.40 | 10/12/2033 | 482,143(4) | $1,494,643 | - | - | | | 9/29/2023 | - | - | | - | | 5,294(5) | $16,410 | - | | | 6/30/2023 | - | - | - | - | | 2,720(6) | $8,430 | - | | | 4/1/2021 | 100,000(7) | - | $5.56 | 4/1/2031 | - | | - | - | | Jared Novick | 12/23/2023 | - | 250,000(8) | $3.10 | 12/26/2033 | - | | - | - | | Kevin Mullins | 4/20/2023 | - | - | - | - | | | - | - | | | 4/19/2022 | - | 692,398(9) | $2.89 | 4/19/2032 | - | | - | - | | | 4/19/2022 | 118,915(10) | 237,832 | $2.89 | 4/19/2032 | - | | - | - | | Chris DeAlmeida | 4/20/2023 | - | - | - | - | | | - | - | | | 7/25/2022 | 58,333(11) | 116,667 | $1.82 | 7/25/2032 | - | | - | - | | TJ Kennedy | 4/13/2023 | - | - | - | - | | - | - | - | | | 4/19/2022 | 158,554(12) | - | $2.89 | 4/19/2032 | - | | - | - | | | 4/23/2021 | 30,000(13) | - | $5.23 | 4/23/2031 | | | | | | Glenn Hickman | 4/17/2023 | - | - | - | - | | 16,605 | $51,476 | - |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The market value is computed based on the closing market price of our Common Stock on December 23, 2023 of $2.51 per share. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Mr. Cohen was awarded stock options which vest in four substantially equal installments at the end of each of the Company’s fiscal years beginning on December 31, 2024 and ending on December 31, 2027, provided Mr. Cohen is employed by or providing services to the Company or an affiliate on the applicable vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Mr. Cohen nonqualified stock options issued in connection with Mr. Cohen’s appointment as Executive Chairman. The stock options will vest, subject to Mr. Cohen’s continued employment with the Company through each vesting date, as follows: (i) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $100 million for each trading day during 2 consecutive months; (ii) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $150 million for each trading day during 2 consecutive months; and (ii) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $200 million for each trading day during 2 consecutive months, subject to accelerated vesting upon the occurrence of certain events. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Mr. Cohen was granted restricted shares of Common Stock of the Company issued in connection with Mr. Cohen’s appointment as Executive Chairman. The restricted shares will be issued upon vesting and shall vest, subject to Mr. Cohen’s continued employment, (i) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $100 million for each trading day during 2 consecutive months; (ii) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $150 million for each trading day during 2 consecutive months; and (iii) 1/3rd on the date on which the Company’s market capitalization meets or exceeds $200 million for each trading day during 2 consecutive months. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Mr. Cohen was awarded restricted shares of Common Stock of the Company in connection with Mr. Cohen’s service on the Board. 30% of such shares were vested as of the date of the grant, with the remainder vesting ratably in eight monthly tranches beginning November 1, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Mr. Cohen was awarded restricted shares of Common Stock of the Company in connection with Mr. Cohen’s service on the Board. 30% of the Shares were vested as of the date of the grant, with the remainder vesting ratably in eight monthly tranches beginning August 1, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Mr. Cohen was awarded stock options in connection with his previous position with the Company. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Mr. Novick was granted stock options in connection with the Novick Employment Agreement. The stock options vest in three substantially equal installments at the end of each of the Company’s first through third fiscal years beginning on December 31, 2024 and ending on December 31, 2026, provided that Mr. Novick is employed by or providing services to the Company through the applicable vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) Mr. Mullins received nonqualified options to purchase shares of Common Stock. The options will vest, subject to Mr. Mullin’s continued employment with the Company through each vesting date, (x) with respect to 1/3rd of the award on the date on which the Company’s market capitalization meets or exceeds $250 million for each trading day during three consecutive months, (y) with respect to 1/3rd of the award on the date on which the Company’s market capitalization meets or exceeds $500 million for each trading day during three consecutive months, and (z) with respect to the remaining 1/3rd of the award on the date on which the Company’s market capitalization meets or exceeds $1 billion for each trading day during three consecutive months. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) Mr. Mullins was awarded nonqualified option to purchase shares of the Company’s Common Stock, which will (A) vest in substantially equal installments on each of the first through third anniversaries of the date of grant, subject to Mr. Mullins’ continued employment with the Company through each vesting date, (B) upon the later of (i) Mr. Mullins’ satisfaction of the Release Condition (as defined in the Mullins Employment Agreement) following a Qualifying Termination (as defined in the Mullins Employment Agreement) and (ii) the consummation of a Corporate Transaction (as defined in the 2017 Plan), in each case, during the Change in Control Protection Period (as defined in the Mullins Employment Agreement). |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) Mr. DeAlmeida was granted restricted stock units which shall vest in three equal annual installments beginning July 25, 2023, subject to Mr. DeAlmeida’s continued employment through each vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) Pursuant to the terms of the Kennedy Separation Agreement, following his resignation, shares of the Company’s Common Stock were issued to Mr. Kennedy in connection with the continued vesting of certain previously issued equity-based awards, and nonqualified options to purchase shares of Common Stock were immediately vested and must be exercised, if at all, prior to the first anniversary of the Kennedy Resignation Date (or, if earlier, through the original expiration date of the applicable stock option). |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (13) In Connection with the Kennedy Employment Agreement, Mr. Kennedy was granted nonqualified options to purchase shares of the Company’s Common Stock, which will (A) vest in substantially equal installments on each of the first through the third anniversaries of the date of grant, subject to Mr. Kennedy’s continued employment with the Company through each vesting date, (B) upon the later of (i) Mr. Kennedy’s satisfaction of the Release Condition (as defined in the Kennedy Employment Agreement) following a Qualifying Termination (as defined in the Kennedy Employment Agreement) and (ii) the consummation of a Corporate Transaction (as defined in the 2017 Plan), in each case, during the Change in Control Protection Period (as defined in the Kennedy Employment Agreement). |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (14) A total of 30,000 RSUs were held by Mr. Hickman on the date of his appointment as Chief Operating Officer of the Company, with one-third, or 10,000 shares, vesting on July 1, 2022, and the balance vesting ratably every six months over the two-year period thereafter, subject to continued service. Mr. Hickman’s employment with the Company terminated on April 17, 2023. As a result of his termination, all unvested RSUs held by Mr. Hickman terminated. |
Director Compensation Program
Director Compensation Program The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a director during the fiscal year ended December 31, 2023
Director Compensation Program
| | Fees | | | | | | Earned | Stock | Option | | | | or Paid in | Awards | Awards | | | Name (1) | Cash ($) (2) | ($) (3) | ($) (4) | Total ($) | | Scot Cohen | $47,875 | $63,508 | $- | $111,383 | | Wayne R. Walker | $88,000 | $93,757 | $- | $181,757 | | Michael Parris | $60,600 | $93,757 | $- | $154,357 | | Kimberly Sentovich | $40,250 | $48,585 | $- | $88,835 | | Kevin Sherman | $52,875 | $138,739 | $- | $191,614 | | Bruce Bernstein | $26,926 | $26,643 | $181,867 | $235,436 | | Marc Savas | $29,426 | $26,643 | $181,867 | $237,936 | | Rajiv Srinivasan | $- | $- | $29,138 | $29,138 | | Timothy Szymanski | $- | $- | $29,138 | $29,138 |
Director Compensation Program
| (1) On June 28, 2023, Ms. Sentovich resigned from the Board. On October 12, 2023, Mr. Walker and Mr. Parris resigned from the Board. On December 31, 2023, Mr. Sherman resigned from the Board. Messrs. Srinivasan and Szymanski were appointed to the Board on October 12, 2023. |
Director Compensation Program
| (2) Mr. Cohen, Mr. Parries, Mr. Walker, Ms. Sentovich, Mr. Sherman, Mr. Bernstein and Mr. Savas received 38,187, 59,794, 59,794, 29,237, 70,37, 18,166 and 18,166 shares of Common Stock, respectively, for their respective services to the Board. The number of shares was calculated based on the amount due to such Board members at the end of each quarter, divided by the closing price of the stock on the applicable grant date. |
Director Compensation Program
| (3) As of December 31, 2023, the aggregate number of shares of Common Stock underlying outstanding options held by our directors were as follows: Mr. Bernstein 130,000 shares; Mr.Savas, 130,000 shares; Mr. Srinivasan 30,000 shares; and Mr. Szymanski, 30,000 shares. |
Director Compensation Program
Additional Director Compensation Information On April 1, 2021, the Board approved a new director compensation plan payable to all non-employee independent directors (“Amended Board Plan”). As revised, under the terms of the Amended Board Plan, non-employee independent directors received $121,000 annually effective January 1, 2021, payable one-half in cash and one half in restricted stock units to be settled in shares of the Company’s Common Stock, with 30% vesting immediately, and the remaining 70% vesting in monthly installments throughout the remainder of the year following the date of grant. In addition, each independent director that chairs a standing committee of the Board will received an additional annual cash payment of $10,000, and any independent director serving as lead independent director of the Board received additional annual cash compensation of $25,000. In lieu of director compensation, the Executive Chairman, if any, was to be paid $121,000 annually, effective January 1, 2021, in addition to the grant of an option to purchase 100,000 shares of Common Stock with 30% vesting immediately and the remaining 70% vesting in equal monthly installments over the twelve months from the date of grant. In addition to annual compensation paid to each member of the Board, each new director appointed to the Board received an initial grant of options to purchase 30,000 shares of Common Stock at an exercise price based on the closing price of the Company’s Common Stock as reported on the Nasdaq Capital Market on the date of grant, which options shall expire, if not previously exercised, ten years from the date of grant, and shall vest as follows: (i) 50% on the one-year anniversary of the date of grant, and (ii) the remaining 50% in four equal quarterly installments over the following year. In October 2023, the Board approved a revised director compensation plan payable to all non-employee independent directors, effective October 1, 2023 (“Revised Board Plan”). As revised, under the terms of the Revised Board Plan, non-employee independent directors receive $121,000 annually, payable in restricted stock units to be settled in shares of the Company’s Common Stock, with 30% vesting immediately, and the remaining 70% vesting in monthly installments throughout the remainder of the year following the date of grant. In addition, each independent director that chairs a standing committee of the Board will receive an additional annual payment of $10,000, payable in restricted stock units to be settled in shares of the Company’s Common Stock, with 30% vesting immediately, and the remaining 70% vesting in monthly installments throughout the remainder of the year following the date of grant.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to the Company’s Principal Executive Officer (“PEO”) and other Named Executive Officers (“Other NEOs” or “Non-PEOs”), and certain measures of financial performance, for the three years ended December 31, 2023. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K. The compensation committee believes that 2023 compensation decisions for the PEO and Non-PEOs are reflective of the firm’s overall operating, strategic, financial and stock price performance and thus aligned with shareholders.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 1 | Summary Compensation Table Total for PEO 2 | Compensation Actually Paid to PEO 2 | Summary Compensation Table Total for PEO 3 | Compensation Actually Paid to PEO 3 | Summary Compensation Table Total for PEO 4 | Compensation Actually Paid to PEO 4 | Summary Compensation Table Total for PEO 5 | Compensation Actually Paid to PEO 5 | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOS | Value of Initial $100 Investment Based on Total Shareholder Return | Net Loss ($) (Thousands) | | | (1) | (6) | (2) | (6) | (3) | (6) | (4) | (6) | (5) | (6) | (7) | (8) | | | | 2023 | $2,515,855 | $5,904,147 | $450,000 | $1,600,958 | $601,338 | $(953,925) | $0 | $0 | $0 | $0 | $336,138 | $419,090 | $64.18 | $(30,220) | | 2022 | $0 | $0 | $0 | $0 | $3,363,528 | $1,640,240 | $200,000 | $200,492 | $433,333 | $380,505 | $930,329 | $416,491 | $34.99 | $(17,617) | | 2021 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1,494,043 | $2,402,859 | $401,291 | $329,331 | $81.37 | $(24,449) |
Pay Versus Performance Table
| (1) Scot Cohen (PEO 1) served as our PEO starting October 12, 2023 | | (2) Kevin Mullins (PEO 2) served as our PEO from April 13, 2023 to December 12, 2023. | | (3) TJ Kennedy (PEO 3) served as our PEO from April 18, 2022 to April 13, 2023. | | (4) LW Varner, Jr. (PEO 4) served as our PEO from January 24, 2022 to April 18, 2022. | | (5) Thomas P. Smith (PEO 5) served as our PEO for the year ended December 31, 2021, and from January 1, 2022 to January 24, 2022. | | (6) For each of the PEOs in the table above, the following amounts were added and deducted to the Summary Compensation Table (“SCT”) amount to determine the compensation actually paid as determined in accordance with SEC regulations. |
Pay Versus Performance Table
| | PEO 1 | | Fiscal Year | 2023 | | SCT Total | $2,515,855 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(2,476,543) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $5,800,101 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $0 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $59,192 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $5,541 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | $5,904,147 |
Pay Versus Performance Table
| | PEO 2 | | Fiscal Year | 2023 | | SCT Total | $450,000 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(75,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,210,218 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $75,000 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(59,260) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | $1,600,958 |
Pay Versus Performance Table
| | PEO 3 | | Fiscal Year | 2023 | | SCT Total | $601,338 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(999,882) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(133,095) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(422,286) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | $(953,925) |
Pay Versus Performance Table
| (7) For the year ended December 31, 2023, Jared Novick, Chris DeAlmeida, and Glenn Hickman were our other Named Executive Officers. |
Pay Versus Performance Table
| (8) For our other Named Executive Officers, the follow amounts were added and deducted to the Summary Compensation Table amount to determine the compensation actually paid as determined in accordance with SEC regulations. |
Pay Versus Performance Table
| | NEO | | Fiscal Year | 2023 | | SCT Total | $336,138 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(164,923) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $150,738 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $82,254 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $17,049 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $884 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(3,049) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | $419,090 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following graph compares the compensation actually paid to our PEO(s), the average of the compensation actually paid to our remaining NEOs and the TSR performance of our stock price. The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs with Net Loss.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Board has nominated Scot Cohen, Bruce T. Bernstein, Marc Savas, Rajiv Srinivasan and Vice Admiral Tim Szymanski for election at the Annual Meeting. If they are elected, they will serve on our Board until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. Directors are elected by a plurality of the votes of the issued and outstanding shares of capital stock of the Company present by virtual attendance or represented by proxy at the Annual Meeting and entitled to vote on the election of directors (meaning that the five director nominees who receive the highest number of shares voted “for” their election are elected). Unless you specify that your shares should be voted against or withheld with respect to a Director nominee, the shares represented by the enclosed proxy will be voted “FOR” the election of each Director nominee. In the event that any Director nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in that Director nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a Director. There is no arrangement or understanding between any of the directors identified above and any other person pursuant to which he was selected as a director or director nominee. None of the directors or director nominees identified above is, or has been, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as described in “Certain Relationships and Related Person Transactions” herein. Unless otherwise directed in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by such proxy “FOR” the election of each of the director nominees. All of the five director nominees are presently directors of the Company.