DEF 14A of BK Technologies Corp
Filed Apr 24, 2025 · FY20240001437749-25-012867
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS At the annual meeting, seven nominees will be elected as directors. Our Board of Directors currently consists of seven members, all of whom are standing for re-election at the annual meeting. Our Board of Directors, based on the recommendation of the Nominating and Governance Committee, nominated all seven of our current directors, Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, Ellen O. O’Hara, E. Gray Payne, Lloyd R. Sams and John M. Suzuki, to stand for re-election at the annual meeting. We expect each nominee for director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless our Board of Directors chooses to reduce the number of directors serving on the Board. The directors elected at the annual meeting will serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. We are of the view that the continuing service of qualified incumbent directors promotes stability and continuity in the function of the Board of Directors, contributing to the Board’s ability to work as a collective body, while giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. When analyzing whether directors and nominees have the desired experience, qualifications, attributes and skills, individually and taken as a whole, the Nominating and Governance Committee and the Board of Directors focus on the information as summarized in each director’s individual biography, as set forth below. In particular, the Board selected Mr. Horowitz, the current Chairman of the Board, to serve as a director because of his extensive background in corporate governance, capital markets transactions, investment analysis and investor communications, including his executive management experience with Palm Management (US) LLC and experience as a director of several public companies. Mr. Horowitz also brings his more than 20 years of investing experience and significant strategic, consensus-building and management skills to the Company, as well as the perspective of one of our significant stockholders. Mr. Jackson provides extensive experience in the accounting and finance field and the experience of serving on the boards of directors of a number of other organizations. Mr. Lanktree brings extensive operational and leadership experience, wireless communications industry experience and public company experience to the Board, including experience as a Chief Executive Officer. Ms. O’Hara has extensive strategic, operational and executive leadership in the land mobile radio industry. General E. Gray Payne brings extensive strategic, operational and leadership experience and valuable insight into the military sector, having over 40 years of military operational and strategic expertise. Mr. Sams offers valuable insights obtained through his extensive experience in the private equity and banking industries, as well as his background and experience originating, underwriting, structuring, and ultimately exiting debt and equity transactions. Mr. Suzuki brings extensive experience in the land mobile radio industry and executive leadership in the industry.
Recommendation of the Board
Recommendation of the Board Our Board of Directors unanimously recommends that stockholders vote “FOR” the election of the seven nominees named in this proxy statement as directors.
Nominees for Election as Directors
Nominees for Election as Directors The following table sets forth the nominees to be elected at the annual meeting, the year each nominee was first elected or appointed as a director and each nominee’s age as of the Record Date:
Nominees for Election as Directors
| Name | Age | Year First Elected or Appointed | Position | | Joshua S. Horowitz | 47 | 2023 | Chairman of the Board | | R. Joseph Jackson | 59 | 2021 | Director | | Charles T. Lanktree | 75 | 2017 | Director | | Ellen O. O’Hara | 75 | 2024 | Director | | E. Gray Payne | 77 | 2017 | Director | | Lloyd R. Sams | 68 | 2022 | Director | | John M. Suzuki | 61 | 2021 | Director, Chief Executive Officer and President |
Nominees for Election as Directors
The business experience of each nominee for director is set forth below as of the Record Date. Joshua S. Horowitz is a professional investor with over 22 years of investing experience. Since January 2012, he has served as a portfolio manager and Managing Director at various Palm entities, first with Palm Ventures LLC and currently with Palm Management (US) LLC, where he manages the Palm Global Small Cap Master Fund. He was formerly Director of Research at Berggruen Holdings, a multi-billion-dollar family office, and was a research analyst at Crossway Partners LP, a value strategy investment partnership. In addition to his experience in the financial industry, Mr. Horowitz brings extensive public company board experience. Earlier in his career, he served as a director of The Lincoln General Insurance Company (private) from October 2011 to November 2015, 1347 Capital Corp. (then Nasdaq: TFSC) from July 2014 to July 2016, and 1347 Property Insurance Holdings, Inc. (then Nasdaq: PIH) from April 2015 to April 2018. He served as both a director, and ultimately, Interim Chairman of the Board of Directors of Birner Dental Management Services, Inc. (then OTC: BDMS) from December 2017 until the Company’s sale to Mid Atlantic Dental Partners in January 2019. At the time of his service, Birner was the only publicly traded dental service organization in the country with 67 offices and over 500 employees. He also has served as a director of Limbach Holdings, Inc. (Nasdaq: LMB), a building systems solution firm, since March 2020, and as Chairman of Limbach since June 2024; as a director of Barnwell Industries, Inc. (NYSE American: BRN), a holding company with diverse investments in oil and gas assets, since February 2023; as a director of NeuroMetrix, Inc. (Nasdaq: NURO), a commercial stage healthcare company that develops and commercializes neurotechnology devices to address needs in the chronic pain and diabetes markets, since April 2024; and as a director of Kingsway Financial Services Inc. (NYSE: KFS), a holding company that owns or controls subsidiaries primarily in the business services and extended warranty industries, since March 2025. Mr. Horowitz was formerly an adviser to our Board of Directors, advising the Company on capital markets and M&A strategy matters from November 2021 to December 2023. Mr. Horowitz holds a B.S. in Management from Binghamton University and studied at the Bath School of Management in the United Kingdom. He also earned a NACD CERT Certificate in Cyber-Risk Oversight, issued by Carnegie Mellon University. R. Joseph Jackson currently serves as the Managing Partner of Metrolina Capital, a firm that is in the business of providing private lending, structured equity and making real estate investments. Mr. Jackson founded Metrolina Capital, which is the evolution of various Metrolina entities that started in 1996, and has served as Managing Partner since its inception. His background and experience include commercial real estate investments, private lending, structured equity, analytics, development and consulting. Mr. Jackson completed his Bachelor of Arts degree in Economics and a Master of Business Administration degree from the University of North Carolina at Charlotte. He has been a licensed Real Estate Broker since 1984 (NC Broker #93412/SC Broker #59906) and has been a State Certified General Real Estate Appraiser since 1990 (NC #A3241/SC #CG1838). Mr. Jackson earned the MAI (#41604) membership designation from the Appraisal Institute, which is held by professionals who can provide a wide range of services relating to all types of real property, such as providing opinions of value, evaluations, reviews and consulting regarding investment decisions. He also holds the CCIM (Certified Commercial Investment Member) designation, a globally recognized designation with members across North America and in more than 30 countries. His CCIM designation number is #19213. In addition, Mr. Jackson also holds an MRICS (#6208909) designation. The Royal Institution of Chartered Surveyors (RICS) is a professional body promoting and enforcing the highest international standards in the valuation, management and development of land, real estate, construction and infrastructure. Mr. Jackson currently serves on the following boards: Patriot Foundation, a non-profit providing educational scholarships to military families; Carolina Business Capital, a regional Small Business Administration Certified Development Corporation, for over 23 years and has served as board chair for the last eight years; Camino Community Center, a non-profit organization serving the Latino community; and the investment committee of Charlotte Fund 1, a Charlotte NC based venture capital fund. He previously served on the boards of Community First Bancorporation and Community First Bank. He also previously served as board chair of SeaTrust Mortgage, a subsidiary of Community First Bancorporation which was sold to Primis Bank in 2022 and also as an investment manager for a private REIT. Charles T. Lanktree served as Chief Executive Officer of Eggland’s Best, LLC, a joint venture between Eggland’s Best, Inc. and Land O’Lakes, Inc. distributing nationally branded eggs from 2012 when it was formed until December 31, 2022. He also served as its President from 2012 to 2018. He served as President and Chief Executive Officer of Eggland’s Best, Inc., a franchise-driven consumer egg business, from 1997 to 2022, where he previously served as the President and Chief Operating Officer from 1995 to 1996 and Executive Vice President and Chief Operating Officer from 1990 to 1994. Mr. Lanktree served on the board of directors of FG Group Holdings, Inc. (then NYSE American: FGH), a holding company with diverse business activities focused on serving the cinema, retail, financial and government markets, from May 2015 through its merger transaction with Fundamental Global Inc. (Nasdaq: FGF) in February 2024. Mr. Lanktree also served on the board of directors of Eggland’s Best, Inc. from 1990 through 2022. He also served on the boards of many of Eggland’s Best’s affiliates through that time period. From 2010 to 2013, he served on the board of directors of Eurofresh Foods, Inc., a privately-held company, and, from 2004 to 2013, he was on the board of directors of Nature’s Harmony Foods, Inc. Prior to joining Eggland’s Best, Inc., Mr. Lanktree served as the President and Chief Executive Officer of American Mobile Communications, Inc. from 1987 to 1990 and as the President and Chief Operating Officer of Precision Target Marketing, Inc., from 1985 to 1987. From 1976 to 1985, he held various executive-level marketing positions with The Grand Union Company, BeechNut/Nestle, and Unilever. Mr. Lanktree received an MBA from the University of Notre Dame and a B.S. in Food Marketing from St. Joseph’s University. He also served in the U.S. Army and U.S. Army Reserves from 1971 to 1977.
Nominees for Election as Directors
Ellen O. O’Hara has spent most of her career in the wireless telecommunications industry. She retired in April 2021 from her positions serving on the boards of Zetron, Inc., a provider of communications technology and services, and EFJohnson Technologies, Inc., a two-way radio manufacturer. In addition to her board positions, Ellen concurrently served as Senior Strategy Advisor to JVCKENWOOD, a multinational electronics company, and as Chair of the Industry Council for Emergency Response Technologies (iCERT), an industry trade association focused exclusively on emergency response technologies and related equipment, systems and services, from 2016 to 2021. From 2009 through March 2016, Ms. O’Hara was the President and CEO of Zetron, which is headquartered in Redmond, Washington. Prior to Zetron, Ms. O’Hara served as president and chief operating officer for EFJohnson in Irving, Texas from 2005 to 2008 and held executive management positions at Motorola Solutions from 1992 to 2005 and product management positions at GE’s Mobile Communications Division from 1980 to 1992. Ms. O’Hara began her career in administrative and organization development roles at the Massachusetts Institute of Technology from 1973 to 1978. In addition to her role as Chair of iCERT, Ms. O’Hara was JVCKENWOOD’s management representative to the Public Safety Technology Alliance. Past industry board activities include the Washington Technology Industry Association, the International Technology Association, the FCC Coordinating Committee and the American SMR Network Association. In 2021, Ms. O’Hara was awarded the Vivian Carr Award for her contributions as a woman in the wireless industry by the Radio Club of America. She has also served on the board of a charity for affordable housing in the Seattle area and on the vestry of her church. Ms. O’Hara holds an MBA with high distinction (Baker Scholar) from the Harvard Graduate School of Business and a B.A. in European history with distinction from Mount Holyoke College in South Hadley, Massachusetts. E. Gray Payne served as Senior Vice President of The Columbia Group (“TCG”) from September 2010 to September 2017, where he was responsible for managing the Marine Corps and Navy Programs Divisions. TCG is a federal consulting firm working with the Department of Defense, the Department of Homeland Security, the National Oceanic and Atmospheric Administration, and private clients. TCG consults in the areas of logistics, acquisitions, program management, information technology, training, marine architecture and engineering, and command and control systems. Prior to September 2010, General Payne was on active duty with the Marine Corps for 10 years, retiring as a Major General. His three commands as a General Officer included the Marine Corps Mobilization Command, the Marine Corps Logistics Command and the 4th Marine Logistics Group. In his last tour with the Marine Corps, he served as Assistant Deputy Commandant for Facilities, where he was responsible for 28 installations and an annual budget exceeding $5.5 billion. Prior to March 2001, he worked with a number of companies in various capacities, including as a management consultant, Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer of companies ranging in size from $2.5 million to $100 million. General Payne currently serves on the board of directors of VetCV (since December 2017), and National Wildlife Refuge Association (since June 2018). General Payne served on the board of directors of FG Financial Group, Inc. (Nasdaq: FGF), a publicly traded reinsurance and financial services company, from May 2018 through its merger with FG Group Holdings Inc. in February 2024. He is a prior chairman of the board of the Marine Corps Association and Foundation and served on the Advisory Council of Marstel-Day, LLC. He received a B.S. in Economics from North Carolina State University and a M.S. in Strategic Studies from U.S. Army War College. A member of the National Association of Corporate Directors, he has also earned the Professional Director designation from the American College of Corporate Directors. Lloyd R. Sams served as a Managing Principal of BIA Digital Partners, a private equity group that was focused on investments in the media, telecommunications, business services and information segments, as well as on numerous boards, from 2000 to 2019. From 2020 to 2021, Mr. Sams was a Director of Aceyus Inc., a private software company. From 2018 to 2019, he was the President of Every Income Holdings, LLC, a financial services holding company. Mr. Sams was Managing Director of MoonSail Capital, a private equity group, from 2017 to 2018. From 2013 through 2015, he was a Managing Director and Head of Lower Middle Market Investing at Business Development Corporation of America, a non-traded BDC headquartered in New York. Previously, Mr. Sams had an 18-year banking career, principally with First Union (now Wells Fargo) and First Chicago (now J.P. Morgan) where he specialized in communications services. Mr. Sams received his B.S. in Business Administration from Washington and Lee University and an MBA from the University of North Carolina at Chapel Hill. John M. Suzuki has served as Chief Executive Officer and a director of the Company since July 2021 and as President since October 2023. From May 2019 until accepting the position of Chief Executive Officer of the Company, Mr. Suzuki served as Chief Strategy Officer of Imperium Leadership, where he oversaw the development and growth of the business. From May 2015 through May 2019, he served as President and CEO of EFJohnson Technologies, a two-way radio manufacturer. From 2011 through 2015, Mr. Suzuki served in a variety of leadership positions, including as Senior Vice President of Sales for AVTEC Incorporated, and Vice President of Sales and Marketing for 3E Technologies International, a subsidiary of UltraElectronics. From 2004 through 2011, Mr. Suzuki served as Senior Vice President, Sales of EFJohnson Technologies. Mr. Suzuki has a broad background in general management, strategy, product development, sales, marketing, supply chain, operations and engineering, and mergers and acquisitions. He is a strategic thinker with extensive experience in developing and growing new business opportunities. Mr. Suzuki holds a bachelor’s degree in electrical engineering from the University of Ottawa and an MBA from Duke University.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION On February 6, 2024, the Board, upon the recommendation of the Compensation Committee, adopted a new director compensation program for all non-employee directors, effective as of January 1, 2024. Under the program, each non-employee director received no additional compensation for serving as Chairman or chairing or serving on committees. Each director received an annual retainer fee of $30,000 in cash, payable in two quarterly installments for the third and fourth quarters of 2024. Each non-employee director also received an annual grant of RSUs with a value of $90,000 pursuant to the Company’s equity incentive plan. Each RSU represented a contingent right to receive one share of our common stock. The RSUs vest in three equal annual installments, beginning with the first anniversary of the grant date, subject to the recipient’s continued service as a director of the Company through such date, provided that, if the director makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated by the Board of Directors for election by stockholders, other than for good reason, as determined by the Board in its discretion, then the RSUs will vest in full as of the director’s last date of service as a director of the Company. Pursuant to the plan, Messrs. Horowitz, Jackson, Lanktree, Payne and Sams were each granted 7,335 RSUs in February 2024, and Ms. O’Hara was granted a pro-rated amount of 2,440 RSUs in June 2024. On January 16, 2025, the Compensation Committee approved a new director compensation program for all non-employee directors for fiscal 2025. Under the program, each non-employee director receives an annual cash retainer fee of $90,000, payable in quarterly installments. Directors receive no additional compensation for serving as Chairman or chairing or serving on committees. Each non-employee director also received a grant of stock options with a value of $35,000. In January 2025, Messrs. Horowitz, Jackson, Lanktree, Payne and Sams and Ms. O’Hara were each granted options to purchase up to 2,238 shares of common stock, with an exercise price of $32.58 per share, which vest and become exercisable in three equal annual installments beginning on January 16, 2026, and expire January 16, 2035. All non-employee directors are entitled to reimbursement of reasonable out-of-pocket expenses incurred by them in connection with their attendance at meetings of the Board and any committee thereof on which they serve. If a non-employee director joins the Board after the grant of RSUs for that year, the non-employee director’s grant of RSUs will be prorated for the portion of the year to be served. The 2017 Incentive Compensation Plan (the “2017 Plan”) provides that the aggregate grant date fair value of all awards granted to any single non-employee director during any single calendar year (determined as of the applicable grant date(s) under applicable financial accounting rules), taken together with any cash fees paid to the non-employee director during the same calendar year, may not exceed $200,000. The following table shows the compensation paid to our non-employee directors for fiscal 2024. All compensation earned by Mr. Suzuki during 2024 has been reported in the “Summary Executive Compensation Table for 2023-2024.”
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Joshua S. Horowitz | 30,000 | 90,000 | 120,000 | | R. Joseph Jackson | 30,000 | 90,000 | 120,000 | | Charles T. Lanktree | 30,000 | 90,000 | 120,000 | | Ellen O. O’Hara | 30,000 | 31,891 | 61,891 | | E. Gray Payne | 30,000 | 90,000 | 120,000 | | Lloyd R. Sams | 30,000 | 90,000 | 120,000 |
DIRECTOR COMPENSATION
______________ (1) Stock awards represent the aggregate grant date fair value of 7,335 RSUs granted to Messrs. Horowitz, Jackson, Lanktree, Payne and Sams and 2,440 RSUs granted to Ms. O’Hara during 2024. The RSUs were granted pursuant to the 2017 Plan and represent a portion of the compensation payable to our non-employee directors, as described above. The amounts shown represent the aggregate grant date fair value computed in accordance with FASB Accounting Standards Codification Topic 718 “Compensation—Stock Compensation” (“FASB ASC Topic 718”). For a discussion of valuation assumptions, see Note 1 (Summary of Significant Accounting Policies) and Note 11 (Share-Based Compensation) of our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2024. (2) The aggregate number of option and stock awards outstanding (including unexercised stock options and unvested RSUs) as of December 31, 2024, for each non-employee director was as follows:
DIRECTOR COMPENSATION
| Name | Option Awards (#) | Stock Awards (#) | | Joshua S. Horowitz | — | 7,335 RSUs | | R. Joseph Jackson | — | 7,335 RSUs | | Charles T. Lanktree | — | 13,626 RSUs | | Ellen O. O’Hara | — | 2,440 RSUs | | E. Gray Payne | — | 9,099 RSUs | | Lloyd R. Sams | — | 7,335 RSUs |
DIRECTOR COMPENSATION
The RSUs outstanding for each director listed above as of December 31, 2024 include the following:
DIRECTOR COMPENSATION
| ● | 7,335 RSUs granted on February 6, 2024 to Messrs. Horowitz, Jackson, Payne and Sams, which will vest in three equal annual installments beginning on February 6, 2025. |
DIRECTOR COMPENSATION
| ● | 7,335 RSUs granted on February 6, 2024 to Mr. Lanktree, which will vest in three equal annual installments beginning on February 6, 2029. |
DIRECTOR COMPENSATION
| ● | 2,440 RSUs granted on June 20, 2024 to Ms. O’Hara, which will vest in three equal annual installments beginning on June 20, 2025. |
DIRECTOR COMPENSATION
| ● | 526 RSUs remaining pursuant to a grant made to Messrs. Lanktree and Payne on August 24, 2020, which will vest on August 24, 2025. |
DIRECTOR COMPENSATION
| ● | 1,238 RSUs remaining pursuant to a grant made to Messrs. Lanktree and Payne on August 17, 2021, which will vest in two equal annual installments on August 17, 2025 and August 17, 2026. |
DIRECTOR COMPENSATION
| ● | 3,395 RSUs remaining pursuant to a grant made to Mr. Lanktree on August 21, 2023, which will vest in full on August 21, 2026. |
DIRECTOR COMPENSATION
| ● | 1,132 RSUs remaining pursuant to a grant made to Mr. Lanktree on December 14, 2023, which will vest in full on December 14, 2026. |
Summary Executive Compensation Table For 2023-2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | John M. Suzuki Chief Executive Officer and President | 2024 | 249,308 | — | 123,442 | 1,409,400 | — | 21,120 | 1,803,270 | | | 2023 | 300,879 | — | 59,621 | 95,290 | — | 19,548 | 475,338 | | Scott A. Malmanger Chief Financial Officer | 2024 | 229,228 | — | 16,366 | 845,640 | — | 6,710 | 1,097,944 | | | 2023 | 227,216 | — | 7,773 | 37,970 | — | 5,473 | 278,432 | | Branko Avanic Chief Technology Officer | 2024 | 254,153 | — | — | 281,880 | — | 17,552 | 553,585 | | | 2023 | 254,153 | — | — | — | — | 16,266 | 270,419 |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information with respect to outstanding stock option awards for our shares of common stock classified as exercisable and unexercisable as of December 31, 2024, for the Named Executive Officers.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | 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 ($)* | | John M. Suzuki | 20,000(1) | — | — | 15.40 | 7/19/31 | — | — | | | 10,200(2) | 6,800 | — | 11.65 | 3/01/32 | — | — | | | — | — | 9,000(3) | 12.40 | 6/22/32 | — | — | | | 2,000(4) | 8,000 | — | 15.53 | 7/11/33 | — | — | | | — | 50,000(5) | — | 12.27 | 2/6/34 | — | — | | Scott A. Malmanger | —(4) | 4,000 | — | 15.53 | 7/11/33 | — | — | | | — | 30,000(5) | — | 12.27 | 2/6/34 | — | — | | Branko Avanic | 6,000(6) | — | — | 18.05 | 10/30/29 | — | — | | | 6,000(7) | — | — | 11.65 | 3/01/32 | — | — | | | — | — | — | — | — | 15,000(8) | 514,350 | | | — | 10,000(5) | — | 12.27 | 2/6/34 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
* Based on the closing stock price of our common stock of $34.29 on December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The options were granted on July 19, 2021, and are fully vested and exercisable. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The options were granted on March 1, 2022, and vest in five equal annual installments, beginning on March 1, 2022. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The options were granted on June 22, 2022, and will vest immediately upon a change in control that occurs on or before the five-year anniversary of the date of grant. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) The options were granted on July 11, 2023, and vest in five equal annual installments, beginning on July 11, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) The options were granted on February 6, 2024, and vest in five equal annual installments, beginning on February 6, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (6) The options were granted on October 30, 2019, and are fully vested and exercisable. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (7) The options were granted on March 1, 2022, and are fully vested and exercisable. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (8) These RSUs were granted on June 23, 2023 and will vest 12 months after the Company achieves a specified level of certain sales revenue. |
Potential Payments Upon Termination or In Connection With a Change of Control
Potential Payments Upon Termination or In Connection With a Change of Control Employment Agreements The Employment Agreements provide for severance payments in the event the Named Executive Officer’s employment is terminated by the Company without “cause.” Each Named Executive Officer will be entitled to an amount equal to six months (twelve months for Mr. Suzuki) of his base salary in effect at the time of termination or the original base salary set forth in his respective Employment Agreement, whichever is greater. Any severance payable to a Named Executive Officer under his Employment Agreement will be paid by the Company over a twelve-month period in accordance with the Company’s normal payroll practices and subject to applicable law. None of the Named Executive Officers will be entitled to severance payments in the event he is terminated for “cause.” For purposes of the Employment Agreements, “cause” will exist if the Named Executive Officer (i) acts dishonestly or incompetently or engages in willful misconduct in performance of his executive duties, (ii) breaches the Named Executive Officer’s fiduciary duties owed to the Company, (iii) intentionally fails to perform duties assigned to him, (iv) is convicted or enters a plea of guilty or nolo contendere with respect to any felony crime involving dishonesty or moral turpitude, and/or (v) breaches his obligations under his Employment Agreement. Additionally, in the case of a Change of Control as such term is defined in the 2017 Plan, Mr. Suzuki will also be entitled to a bonus of 100% of his annual base salary, payable in a cash lump sum. Equity Plans and Award Agreements The Company’s 2017 Plan and award agreements entered into with its Named Executive Officers include change in control provisions. Our 2017 Plan generally provides for “double-trigger” vesting of equity awards in connection with a change in control of the Company, as described below. To the extent that outstanding awards granted under the 2017 Plan are assumed in connection with a change in control, then, except as otherwise provided in the applicable award agreement or in another written agreement with the participant, all outstanding awards will continue to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based awards being converted to service-based awards at the “target” level. Vesting and exercisability (as applicable) of awards that are assumed in connection with a change in control generally would be accelerated in full on a “double-trigger” basis, if, within two years after the change in control, the participant’s employment is involuntarily terminated without cause, or by the participant for “good reason.” Any stock options or stock appreciation rights (“SARs”) that become vested on a “double-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award. To the extent outstanding awards granted under the 2017 Plan are not assumed in connection with a change in control, then such awards generally would become vested in full on a “single-trigger” basis, effective immediately prior to the change in control, with performance-based awards becoming vested at the “target” level. Any stock options or SARs that become vested on a “single-trigger” basis generally would remain exercisable for the full duration of the term of the applicable award. The Compensation Committee has the discretion to determine whether or not any outstanding awards granted under the 2017 Plan will be assumed by the resulting entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments in connection with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection with a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount equal to the excess of the fair market value of the shares subject to the award over any exercise price related to the award, including the right to cancel any “underwater” stock options and SARs without payment therefor. For purposes of the 2017 Plan, subject to exceptions set forth in the 2017 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the Company’s common stock; (b) the incumbent board of directors ceasing to constitute a majority of the board of directors; (c) a reorganization, merger, consolidation or similar transaction, or a sale of substantially all of the Company’s assets; and (d) the complete liquidation or dissolution of the Company. The full definition of “change in control” is set forth in the 2017 Plan. Whether a participant’s employment has been terminated for “cause” will be determined by the Compensation Committee. Unless otherwise provided in the applicable award agreement or in another written agreement with the participant, “cause,” as a reason for termination of a participant’s employment, generally includes (a) the participant’s failure to perform, in a reasonable manner, his or her assigned duties; (b) the participant’s violation or breach of his or her employment agreement, consulting agreement or other similar agreement; (c) the participant’s violation or breach of any non-competition, non-solicitation, non-disclosure and/or other similar agreement; (d) any act of dishonesty or bad faith by the participant with respect to the Company or a subsidiary; (e) the participant’s breach of fiduciary duties owed to the Company; (f) the use of alcohol, drugs or other similar substances in a manner that adversely affects the participant’s work performance; or (g) the participant’s commission of any act, misdemeanor, or crime reflecting unfavorably upon the participant or the Company or any subsidiary. For purposes of the 2017 Plan, unless otherwise provided in the applicable award agreement or in another written agreement with the participant, “good reason” generally includes (a) the assignment to the participant of any duties that are inconsistent in any material respect with his or her duties or responsibilities as previously assigned by the Company or a subsidiary, or any other action by the Company or a subsidiary that results in a material diminution of the participant’s duties or responsibilities, other than any action that is remedied by the Company or a subsidiary promptly after receipt of notice from the participant; or (b) any material failure by the Company or a subsidiary to comply with its obligations to the participant as agreed upon, other than an isolated, insubstantial and inadvertent failure which is remedied by the Company or subsidiary promptly after receipt of notice from the participant. Except as described above with respect to a change in control, unexercisable stock options generally become forfeited upon termination of employment. The stock options that are exercisable at the time of termination of employment expire (a) twelve months after the termination of employment by reason of death or disability or (b) three months after the termination of employment for other reasons. With respect to unvested restricted shares and RSUs, unless otherwise provided in the applicable award agreement, the Compensation Committee, in its sole discretion, may provide for the full or partial acceleration of vesting of the restricted shares or RSUs, as applicable, in connection with the termination of the grantee’s employment for any reason prior to a vesting date, including, but not limited to, termination of employment as a result of the grantee’s death or disability. Unless action is otherwise taken by the Compensation Committee, any restricted shares or RSUs that have not yet vested will be forfeited automatically in the event of the termination of the grantee’s employment for any reason prior to a vesting date.
Potential Payments Upon Termination or In Connection With a Change of Control
The Company’s Named Executive Officers, other employees and directors are prohibited from hedging or pledging the Company’s securities. Awards granted under the 2017 Plan also may be subject to forfeiture or recoupment, as provided pursuant to the Clawback Policy, as described below.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (also referred to as “CAP”) and certain financial performance of our Company for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023, and 2022 fiscal years. Note that for our NEOs other than our CEO, or principal executive officer, compensation is reported as an average.
PAY VERSUS PERFORMANCE
| Year | John M. Suzuki, PEO | | Timothy A. Vitou, Former PEO | | Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based on Total Stockholder Return | Net income (loss) (thousands)(5) | | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEOs(3) | Average Compensation Actually Paid to Non-PEOs(4) | | | | 2024 | $1,803,270 | $2,092,731 | $— | $— | $825,765 | $871,289 | $298.77 | $8,359 | | 2023 | $475,338 | $538,112 | $316,855 | $341,751 | $274,426 | $285,645 | $106.56 | $(2,230) | | 2022 | $506,177 | $573,304 | $374,417 | $408,962 | $273,827 | $285,655 | $144.64 | $(11,633) |
PAY VERSUS PERFORMANCE
(1) Represent the amounts of total compensation reported for our PEO, John M. Suzuki (for 2024, 2023 and 2022), and our Former PEO, Timothy A. Vitou (for 2023 and 2022), during each such corresponding year in the “Total” column of the Summary Compensation Table above. (2) Represents the amount of “compensation actually paid” to our PEO and Former PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and Former PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO and Former PEO’s total compensation for each year to determine the “compensation actually paid”:
PAY VERSUS PERFORMANCE
| | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Option and Stock Awards (a)(b) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | | John M. Suzuki, PEO | 2024 | $1,803,270 | $(1,532,842) | $1,822,303 | $2,092,731 | | | 2023 | $475,338 | $(154,911) | $217,685 | $538,112 | | | 2022 | $506,177 | $(128,805) | $195,932 | $573,304 | | Timothy A. Vitou, Former PEO | 2023 | $316,855 | — | $24,896 | $341,751 | | | 2022 | $374,417 | $(47,550) | $82,095 | $408,962 |
PAY VERSUS PERFORMANCE
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year. (b) In order to calculate the compensation “actually paid” to our PEO and Former PEO, we are required under the SEC rules to subtract from the value in the Summary Compensation Table the grant date fair value of equity awards, and add back the following:
PAY VERSUS PERFORMANCE
| (i) the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year; |
PAY VERSUS PERFORMANCE
| (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
PAY VERSUS PERFORMANCE
| (iii) | for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; |
PAY VERSUS PERFORMANCE
| (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; |
PAY VERSUS PERFORMANCE
| (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and |
PAY VERSUS PERFORMANCE
| (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
PAY VERSUS PERFORMANCE
The amounts deducted or added in calculating the equity award adjustments are as follows:
PAY VERSUS PERFORMANCE
| | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($) | Total Equity Award Adjustments | | John M. Suzuki, PEO | 2024 | $1,409,396 | $289,488 | $123,442 | $(23) | $— | $— | $1,822,303 | | | 2023 | $75,941 | $3,603 | $59,621 | $78,520 | $— | $— | $217,685 | | | 2022 | $147,283 | $— | $48,648 | $— | $— | $— | $195,932 | | Timothy A. Vitou, Former PEO | 2023 | $— | $— | $— | $24,896 | $— | $— | $24,896 | | | 2022 | $72,820 | $5,634 | $7,570 | $1,867 | $(5,796) | $— | $82,095 |
PAY VERSUS PERFORMANCE
(3) Represents the average of the amounts reported for our NEOs as a group (excluding our PEO and our Former PEO) in each applicable year in the “Total” column of the Summary Compensation Table above (the “Non‑PEO NEOs”). For 2024, the Non-PEO NEOs are Scott A. Malmanger and Branko Avanic. For 2023, the Non-PEO NEOs are Scott A. Malmanger, Randy Willis and Branko Avanic. For 2022, the Non-PEO NEOs are William P. Kelly, Scott A. Malmanger, Randy Willis and Branko Avanic. (4) Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the “compensation actually paid”, using the same methodology as described above in Note (2):
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEOs ($) | Average Reported Value of Option and Stock Awards ($) | Average Equity Award Adjustments (a) ($) | Average Compensation Actually Paid to Non-PEOs ($) | | 2024 | $825,765 | $(571,944) | $617,468 | $871,289 | | 2023 | $274,426 | $(15,247) | $26,466 | $285,645 | | 2022 | $273,827 | $(23,420) | $35,248 | $285,655 |
PAY VERSUS PERFORMANCE
(a) The amounts deducted or added in calculating the total average equity award adjustment are as follows:
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Equity Award Adjustments | | 2024 | $563,758 | $38,236 | $8,183 | $7,291 | $— | $— | $617,468 | | 2023 | $12,656 | $(129) | $2,591 | $14,881 | $(3,533) | $— | $26,466 | | 2022 | $25,074 | $5,351 | $3,386 | $1,437 | $— | $— | $35,248 |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table The chart below demonstrates the relationship between (i) compensation actually paid to our PEO and the average amount of compensation actually paid to the non-PEO NEOs and (ii) the Company’s net income (loss) for each of 2024, 2023, and 2022.