DEF 14A of Blink Charging Co., Jun 3, 2024

DEF 14A of Blink Charging Co.

Filed Jun 3, 2024 · FY20230001493152-24-022423

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business is managed under the direction of the Board of Directors (the “Board”). The Board meets on a regularly scheduled basis during our fiscal year to review significant developments affecting our company and to act on matters requiring Board approval. The Board also holds special meetings when an important matter requires Board action between scheduled meetings and also acts by unanimous written consent when necessary and appropriate. The Board has four fixed regular meetings per year scheduled in accordance with the filing of periodic reports with the SEC. The Board met 21 times during the year ended December 31, 2023. In addition, the Board of Directors took action 13 times during 2023 by unanimous written consent in lieu of a meeting, as permitted by applicable law. During 2023, each member of the Board attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and committees on which they served during the period for which such director was serving as a director. We, and the Board, expect all current directors to attend our annual meetings of stockholders barring unforeseen circumstances or irresolvable conflicts. We do not have a written policy on Board attendance at annual meetings of stockholders; however, we do schedule a Board meeting immediately after the annual meeting for which members attending receive compensation. All of the Board members attended last year’s annual meeting in person or by telephonic conference call. The 2024 nominees to serve on the Board and each of its current committees are as follows:

  2. Board of Directors

    | Name | Age | Director Since | Principal Occupation | Audit Committee | Compensation Committee | Nominating and ESG Committee | Government Affairs Committee | | Ritsaart J.M. van Montfrans | 52 | 2019 | Chief Executive Officer of Incision Group | X | X (Chair) | X | X | | Brendan S. Jones | 60 | 2021 | President and Chief Executive Officer of Blink | | | | X | | Aviv Hillo | 59 | 2023 | General Counsel and Executive Vice President – M&A of Blink | | | | | | Jack Levine | 73 | 2019 | President of Jack Levine, PA | X (Chair) | X | X | | | Kristina A. Peterson | 60 | 2023 | Chief Executive Officer of Mayflower Partners | X | | X (Chair) | | | Cedric L. Richmond | 50 | 2022 | President of Richmond & Company, LLC | | X | X | X (Chair) |

  3. Board Leadership

    Board Leadership Brendan S. Jones has been our President and a director since February 2021 and our Chief Executive Officer since May 2023. Ritsaart J.M. van Montfrans has been a director since December 2019 and our Chairman of the Board since May 2023. We believe that having a Chief Executive Officer and an independent Chairman, each with distinct responsibilities, works well for us because all but three of our directors are independent, and our Chairman can cause the independent directors to meet in executive sessions at any time. Therefore, the Chairman can at any time bring to the attention of a majority of the directors any matters he thinks should be addressed by our Board. Other advantages to having an independent director serve as Chairman include facilitating relations among our Board, Chief Executive Officer and other senior management, assisting our Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, supporting the efficient allocation of oversight responsibilities between the independent directors and management, and enhancing stockholders’ confidence in our company’s governance practices. The Chairman presides over Board meetings and presides at all meetings of our independent directors. The Chairman’s additional duties include:

  4. Board Leadership

    | ● | at the request of our Board, presiding over meetings of stockholders; | | ● | conveying recommendations of the independent directors to the full Board; | | ● | serving as a liaison between our Board and management; | | ● | ensuring that members of our Board receive accurate, timely and clear information, in particular about our company’s performance, to enable our Board to make sound decisions and provide effective oversight and advice to promote the success of our company; | | ● | monitoring effective implementation of our Board’s decisions; | | ● | establishing and maintaining a close relationship of trust with our Chief Executive Officer by providing support and advice while respecting executive responsibility and leadership; | | ● | developing the Board by leading the effort to identify and recruit new Board members; and | | ● | leading succession efforts. |

  5. Board Leadership

    Four of our Board nominees are independent. In addition, all of the current directors on each of the Audit Committee, Compensation Committee, Nominating and ESG Committee and Government Affairs Committee are independent directors, with the exception of Messrs. Jones and Reddy on the Government Affairs Committee, and each of these committees is led by an independent committee chair. The committee chairs set the agendas for their committees and report to the full Board on their work. As required by Nasdaq, our independent directors meet in executive sessions without management present as frequently as they deem appropriate, typically at the time of each regular in-person Board meeting. All of our independent directors are highly accomplished and experienced business people in their respective fields, who have demonstrated leadership in significant enterprises and are familiar with Board processes. Our independent directors bring experience, oversight and expertise from outside our company and industry, while Messrs. Jones and Hillo bring company-specific experience and expertise. Mr. Reddy will not be standing for reelection at this Annual Meeting.

  6. Name, Age and Principal Occupations

    Name, Age and Principal Occupations Michael P. Rama, 58, has served as our Chief Financial Officer since February 2020. Prior to joining us, Mr. Rama was an independent financial consultant (not associated with Blink) from July 2019 until he joined us on February 10, 2020. Mr. Rama served as the Vice President and Chief Financial Officer of NV5 Global, Inc., a Nasdaq Capital Markets-traded company that provides professional and technical engineering and consulting solutions for public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets, from September 2011 to June 2019. At NV5 Global, Mr. Rama was responsible for all accounting, finance and treasury functions and the company’s SEC reporting. From October 1997 until August 2011, Mr. Rama held various accounting and finance roles with AV Homes, Inc. (formerly known as Avatar Holdings, Inc.), including as principal financial officer, chief accounting officer and controller. Mr. Rama has more than 20 years of experience with SEC compliance, establishment and maintenance of internal controls, and capital markets and acquisition transactions. Mr. Rama earned a Bachelor of Science degree in accounting from the University of Florida and is a Certified Public Accountant. Harjinder Bhade, 60, has served as our Chief Technology Officer since May 2021, where he is responsible for the maintenance of the Blink network and the development of our EV products. He was previously the Chief Technology Officer and Senior Vice President of Engineering at ENGIE North America Inc. (which acquired Green Charge Networks), a sustainable energy storage as a service company, from October 2014 to May 2021. Prior to that, Mr. Bhade was a founder and served as Vice President of Software Engineering at ChargePoint, a global EV charging infrastructure company, from November 2007 to September 2014, where he played a key role in that company’s product development. Mr. Bhade served on ChargePoint’s Advisory Board from September 2014 to May 2021. Mr. Bhade served as the Senior Director of Software Engineering of Carrier Ethernet Solutions at Lucent Technologies from May 2006 to April 2007, the Director of Software Engineering at Riverstone Networks (which was acquired by Lucent Technologies) from January 2003 to May 2006, and the Founder and Director of Software Engineering at Pipal Systems from November 2001 to January 2003. Mr. Bhade received a B.S. degree in computer science from California State University, Chico and an M.B.A. degree from the University of Phoenix. Michael C. Battaglia, 53, joined our company in July 2020 as the Vice President of Sales. In January 2021, Mr. Battaglia was promoted to Senior Vice President of Sales and Business Development and, in December 2022, he was promoted to Chief Revenue Officer of our company. In September 2023, Mr. Battaglia was appointed to serve as our Chief Operating Officer. Prior to joining our company, Mr. Battaglia served in various management positions for J.D. Power & Associates from March 2006 to July 2020, assisting dealerships and automotive OEMs improve operations by utilizing data-driven insights and conducting comprehensive analyses. Mr. Battaglia is an automotive and EV charging veteran with more than 25 years of experience in the industry and has expertise in building high performing sales and operations teams. Throughout his time with our company, Mr. Battaglia has worked closely with the operations teams to streamline systems and processes related to order processing and fulfillment, customer support structures, and new product procurement, which has led to increases in our operational efficiency. Mr. Battaglia led the effort to implement Salesforce CRM, tying together field service and accounting functions globally for our company. Additionally, Mr. Battaglia has led our sales and business development efforts for over three years, resulting in record-high sales and revenue each of the last three years. Mr. Battaglia received a B.S. degree in finance from the Carroll School of Management at Boston College.

  7. Leadership Transition

    Leadership Transition On May 1, 2023, Michael D. Farkas resigned from the position of Chief Executive Officer of our company. The resignation was treated by us as a termination for good reason under the terms of Mr. Farkas’ employment agreement. Effective May 1, 2023, Brendan S. Jones was promoted to Chief Executive Officer of our company, to serve as President and Chief Executive Officer of the company. In connection with his promotion, Mr. Jones entered into a new employment agreement, details of which are described in the section titled “Employment and Management Contracts, Termination of Employment and Change-in-Control Agreements.”

  8. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the power to engage independent advisors to assist it in carrying out its responsibilities. The Compensation Committee continued to engage Korn Ferry, an internationally recognized compensation consulting firm, as its compensation consultant in 2023. Korn Ferry reviewed and advised the Compensation Committee on our compensation practices. The Compensation Committee assessed the independence of Korn Ferry pursuant to SEC rules and concluded that the work of Korn Ferry has not raised any conflict of interest. The Compensation Committee reviewed widely used survey data to benchmark our compensation arrangements. The Compensation Committee used broad survey data, in part, because there was a lack of direct data on publicly traded electric vehicle charging station companies as a peer group. Additionally, the Compensation Committee chose this approach as the large size of the survey reduced the dependence of the results on any one industry that could otherwise skew the survey results in any particular year. Using this approach, Korn Ferry compared positions of similar scope and complexity with the data contained in the surveys. Korn Ferry then provided a salary range for each executive level. The Compensation Committee typically sets target compensation levels for executives in the 50th to 75th percentile range as it believes the use of this range (i) helps ensure our compensation program provides sufficient compensation to attract and retain talented executives and (ii) maintains internal pay equity, without overcompensating our employees. Each executive’s target compensation level for this purpose is based on the sum of his base salary, annual cash bonus and annual equity award but excludes one-time equity/option awards. The Compensation Committee reviews pay practices at companies of similar size and industry. The current peer group data is used to evaluate the compensation arrangements for our named executive officers and directors. With respect to Korn Ferry’s assessment, the comparable group of companies consisted of the companies listed below as determined to: (i) focus on the same industry or adjacent industry as us, (ii) generally have similar revenues as us, (iii) generally have similar market capitalization as us, (iv) generally have similar operating income as us, and (v) generally have the same number of employees as us. The comparable list of companies included Allego N.V., Beam Global, ChargePoint Holdings, EVgo, Inc., Nuvve Holding Corp., Tritium DCFC Limited, Volta Inc. and Wallbox N.V. It is expected that Korn Ferry’s assessment using both survey data and peer group analyses will continue to be considered in setting compensation and in renewing the terms of employment agreements with several of our executive officers.

  9. Base Salary

    The Compensation Committee considers compensation data from the peer companies to the extent the executive positions at these companies are considered comparable to our positions and informative of the competitive environment. Compensation data for our peer group were collected from available proxy-disclosed data. This information was gathered and analyzed for the 25th, 50th and 75th percentiles (or alternatively using low, medium and high categories) for annual base salary, short-term incentive pay elements and long-term incentive pay elements.

  10. Bonus Program

    Bonus Program The Compensation Committee administers a cash-based incentive program (the “Bonus Program”) to reward executives for the achievement of short-term financial and operational goals, which are established by the Compensation Committee. Each executive officer has a target bonus opportunity set for each performance period under the Bonus Program. Our Compensation Committee took into account market data, relative levels of responsibility across our company, and other relevant factors in order to set the target awards for each of our NEOs. For fiscal year 2023, the NEOs had the following payment targets under the Bonus Program:

  11. Bonus Program

    | Named Executive Officer | Target Award as a Percentage of Base Salary | Target Award | | Brendan S. Jones | 60% | $465,000 | | Michael P. Rama | 50% | $205,000 | | Aviv Hillo | 50% | $205,000 | | Harjinder Bhade | 60% | $300,000 | | Michael C. Battaglia | 50% | $175,038 | | Michael D. Farkas | 100% | $900,000 |

  12. Bonus Program

    The award payable to each NEO was primarily based on actual achievement against performance goals established by the Compensation Committee. For each metric, the Compensation Committee set a target level of achievement and the initial award amount may be adjusted based on performance above or below the target level. In addition, the Compensation Committee may take into account other factors, such as individual performance when arriving at the final award amount. The targets and outcomes of the Bonus Program are described below.

  13. Bonus Program

    | Metric | Weighting | Target | Achievement | Percent Achievement | Percentage of Bonus Payout | | Product Margins | 15% | Increase product margins from 30% in 2022 to 34% in 2023 | 34% | 100% | 15% | | Sales | 20% | 31,195 units sold or contracted units/ports | 38,000 units sold | 121.8% | 24.4% | | Customer Satisfaction | 10% | 8.0 measured by Plug Share Meet and Exceed JD Powers Industry Average | 7.5 | 0% | 0% | | Revenue | 30% | $100.4 million | $138 million | 137.4% | 41.2% | | Network and Systems Integration | 10% | Finalize Network and Systems Integrations with Blink Belgium and UK | Blink Belgium and UK in process of migration | 50% | 5% | | M&A | 15% | Combination of 2 acquisitions or new market entries | Acquired Envoy and opened office in Korea | 100% | 15% | | Total | | | | | 100.6% |

  14. Bonus Program

    The corporate performance goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as our Compensation Committee determines. If the corporate performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. In general, an executive officer must be employed by us on the bonus payment date to be eligible to receive a bonus payment. The Bonus Program also permits our Compensation Committee to approve additional bonuses to executive officers in its sole discretion, which are described below. Based on review of performance against established goals as well as consideration of individual performance, the Compensation Committee determined the following payouts for our NEOs:

  15. Bonus Program

    | Named Executive Officer | Target Award | Actual Payment | | Brendan S. Jones | $465,000 | $467,790 | | Michael P. Rama | $205,000 | $206,230 | | Aviv Hillo | $205,000 | $206,230 | | Harjinder Bhade | $300,000 | $301,800 | | Michael C. Battaglia | $175,038 | $176,088 | | Michael D. Farkas | $900,000 | $300,000 |

  16. Bonus Program

    Upon his termination of employment in May 2023 and in accordance with his employment agreement, Mr. Farkas was awarded the target cash award which was prorated for the number of days Mr. Farkas was employed during the year.

  17. Equity-Based Incentives

    Equity-Based Incentives Salaries and bonuses are intended to compensate our executive officers for short-term performance. We also have adopted an equity incentive program intended to reward longer-term performance and to help align the interests of our named executive officers with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards performance by our named executive officers through the use of equity incentives. Our equity incentive plan has been established to provide our employees, including our named executive officers, with incentives to help align those employees’ interests with the interests of our stockholders. Future equity awards that we make to our named executive officers will be driven by our sustained performance over time, our named executive officers’ ability to impact our results that drive stockholder value, their level of responsibility, their potential to fill roles of increasing responsibility, and competitive equity award levels for similar positions in comparable companies. Equity forms a key part of the overall compensation for each executive officer and is evaluated each year as part of the annual performance review process and incentive payout calculation.

  18. Annual Equity Awards

    Annual Equity Awards When determining annual equity awards, the Compensation Committee considers market data, the grant size, the forms of long-term equity compensation available to it under our existing plans and the status of previously granted awards. Existing ownership levels are not a factor in award determination, as the Compensation Committee does not want to discourage executives from holding significant amounts of our stock. For fiscal year 2023, the Compensation Committee determined that awards with time-based vesting conditions were the most appropriate. In addition to the factors above, the size of each individual’s grant is determined after consideration of performance criteria established in the prior fiscal year under the Bonus Program. After the conclusion of each fiscal year, the members of the Compensation Committee review corporate performance goals established for the recently completed year. The Compensation Committee then adjusts the size of each individual’s grant in accordance with performance. With respect to grants made to Mr. Farkas, 50% of the restricted stock vested immediately with the remaining 50% vesting over a three-year period with 33-1/3% vesting on each anniversary of the grant date. With respect to grants made to Messrs. Jones, Rama, Hillo and Bhade, 50% of the restricted stock vested on the first anniversary of the grant date with the remaining 75% vesting over a three-year period with 33-1/3% vesting on each anniversary of the grant date. Pursuant to their employment agreements, 50% of the annual grants for Messrs. Rama and Hillo vest immediately with the remainder vesting in equal increments on each anniversary of the grant date. All equity awards to our employees, including named executive officers, and to directors have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price equal to the fair market value of one share of Common Stock on the grant date. The annual grants to the NEOs in fiscal year 2023 were as follows:

  19. Annual Equity Awards

    | Named Executive Officer | Restricted Stock Unit Grant Date Value | | Brendan S. Jones | $258,875 | | Michael P. Rama | $212,500 | | Aviv Hillo | $197,790 | | Harjinder Bhade | $218,000 | | Michael C. Battaglia | N/A | | Michael D. Farkas | $4,690,000(1) |

  20. Annual Equity Awards

    | (1) Upon Mr. Farkas’ termination of employment, 2023 grants were treated in accordance with provisions of his employment agreement. |

  21. SemaConnect Integration Award

    SemaConnect Integration Award On July 29, 2022, each NEO responsible for the acquisition and integration of SemaConnect was granted one-time performance-based restricted stock awards under our Plan. The awards of performance-based restricted stock were intended to provide an appropriate incentive structure for our executive management team to integrate and commercialize the SemaConnect acquisition given the transformational nature of the acquisition in a way that is aligned with stockholder interests. These performance-based restricted stock awards become vested based on a series of six performance hurdles that must be achieved before the third anniversary of the grants. The performance hurdles and related vesting are:

  22. SemaConnect Integration Award

    The Board has discretion to determine when each performance hurdle has been achieved. As of December 31, 2023, the vesting performance hurdles were met related to points 1, 4, 5 and 6 outlined above and, as of June 3, 2024, the remaining vesting performance hurdles were met. All performance hurdles for Mr. Farkas vested upon his termination of employment in accordance with his employment agreement.

  23. Timing of Equity Awards

    Timing of Equity Awards We do not manage the timing of equity grants to attempt to give participants the benefit of material non-public information. Annual option grants are made with effective dates in open trading windows following the Company’s release of its financial results. Only the Compensation Committee may approve restricted stock, restricted stock units or stock option grants to our executive officers. Restricted stock, restricted stock units and stock options are generally granted at meetings of the Compensation Committee or pursuant to a unanimous written consent of the Compensation Committee. All option grants are made with an exercise price at or above the closing price of our Common Stock on the date of grant.

  24. Compensation Risk Management

    Compensation Risk Management We have considered the risk associated with our compensation policies and practices for all employees, and we believe we have designed our compensation policies and practices in a manner that does not create incentives that could lead to excessive risk taking that would have a material adverse effect on us. We structure our compensation to consist of base salary, variable pay, equity-based pay and benefits. The base portion of compensation is designed to provide a steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business measures. Our variable pay and equity-based pay programs are designed to reward both short- and long-term corporate performance. For short-term performance, our variable pay programs are designed to motivate employees to achieve overall goals. For long-term performance, our stock option and restricted stock unit awards generally vest 50% upon the date of grant and 50% in equal annual increments over the next three years and are only valuable if our stock price increases over time. We believe that these various elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce superior short- and long-term corporate results, while the fixed element is also sufficiently high that the executives are not encouraged to take unnecessary or excessive risks in doing so. Our bonus program has been structured around the attainment of overall corporate goals for the past several years and we have seen no evidence that it encourages unnecessary or excessive risk taking.

  25. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to our principal executive officers who served as such during part of 2023 (Michael D. Farkas and Brendan S. Jones), our principal financial officer who served as such during all of 2023 (Michael P. Rama) and our three most highly compensated executive officers other than our principal executive officer and principal financial officer who were serving as executive officers at the end of 2023 (Aviv Hillo, Harjinder Bhade and Michael C. Battaglia).

  26. Summary Compensation Table

    | | | Award Compensation | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus(8) ($) | Stock Awards(7) ($) | Option Awards(7) ($) | Non-Equity Incentive Plan Compensation(8) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael D. Farkas(1) | 2023 | $308,000 | $- | $4,690,000 | $- | $- | $- | $6,139,081 | $11,137,081 | | Former Executive Chairman and | 2022 | $874,006 | $- | $12,473,546 | $- | $1,700,000 | $- | $830,260 | $15,877,812 | | Chief Executive Officer | 2021 | $1,003,810 | $1,281,000 | $768,172 | $14,431,369 | $2,000,000 | $- | $519,400 | $20,003,751 | | Brendan S. Jones(2) | 2023 | $681,759 | $75,000 | $258,875 | $- | $467,790 | $- | $29,917 | $1,513,341 | | President and Chief | 2022 | $493,011 | $- | $1,184,859 | $- | $310,650 | $- | $64,242 | $2,052,762 | | Executive Officer | 2021 | $380,750 | $1,000 | $24,548 | $3,629,530 | $187,500 | $- | $225,368 | $4,448,696 | | Michael P. Rama(3) | 2023 | $423,056 | $- | $212,500 | $- | $206,230 | $- | $354,051 | $1,195,837 | | Chief Financial | 2022 | $408,003 | $- | $701,807 | $- | $212,550 | $- | $282,646 | $1,605,006 | | Officer | 2021 | $327,750 | $1,000 | $33,493 | $100,480 | $101,562 | $- | $636,962 | $1,201,247 | | Aviv Hillo(4) | 2023 | $423,000 | $- | $197,790 | | $206,230 | $- | $18,972 | $845,992 | | General | 2022 | $377,167 | $- | $701,807 | $- | $197,790 | $- | $52,206 | $1,328,970 | | Counsel and Executive Vice President - M&A | 2021 | $327,750 | $1,000 | $37,500 | $112,500 | $101,562 | $- | $45,189 | $625,501 | | Harjinder Bhade(5) | 2023 | $477,212 | $- | $218,000 | $- | $5,301,800 | $- | $29,917 | $6,026,929 | | Chief Technology Officer | 2022 | $403,602 | $- | $665,116 | $- | $218,000 | $- | $68,304 | $1,355,022 | | | 2021 | $251,800 | $1,000 | $- | $- | $166,438 | $- | $17,649 | $436,887 | | Michael C. Battaglia (6) | 2023 | $327,515 | $- | $- | $- | $176,088 | $- | $29,917 | $533,520 | | Chief Operating Officer | | | | | | | | | |

  27. Summary Compensation Table

    | (1) Michael D. Farkas served as our Executive Chairman and Chief Executive Officer until May 1, 2023 and was appointed to these positions in January 2015 and October 2018 (and previously from 2010 to July 2015), respectively. On June 21, 2023, our company and Mr. Farkas entered into a separation and general release agreement, dated as of June 20, 2023 (the “Separation Agreement”) pursuant to Mr. Farkas’ May 1, 2023 termination of employment and the terms of Mr. Farkas’ employment agreement, effective as of January 1, 2021. The Separation Agreement became effective on June 28, 2023, following a statutory revocation period. Under the terms of the Separation Agreement, the company agreed to provide Mr. Farkas with (i) $6,131,929 in cash compensation including accrued vacation, (ii) 383,738 shares of the company’s common stock with grant date fair value of $2,690,000 included under Stock Awards and (iii) reimbursement for medical benefits under COBRA for 24 months or until Mr. Farkas becomes eligible for coverage under another employer’s group plan. Included in All Other Compensation is $6,131,929 related to the cash paid in accordance with the Separation Agreement. On May 28, 2021, Mr. Farkas entered into the employment agreement which included increases in cash and equity compensation, as well as one-time awards and payments in satisfaction of his 2020 bonuses of $1,280,000 (included in Bonus), restricted stock grant of 19,504 shares of common stock (included in Stock Awards), grant of 23,862 in stock options (included in Option Awards), and a salary catch-up since the expiration of his prior agreement in June 2020 of $294,575 (included in Salary). Mr. Farkas also received a special four-year performance option to purchase 475,285 shares of common stock at an exercise price of $37.40 per share, which will vest if the company’s stock price on the Nasdaq exchange reaches and remains on average for a period of 20 consecutive market days at a closing price of $90 per share during the four-year term of the option. The performance option had a grant date fair value of $13,531,369, which was estimated using a third-party provider who utilized a Monte Carlo simulation model (included in Option Awards). Included in All Other Compensation for Mr. Farkas are (i) company-paid health insurance benefits of $7,152, $19,256 and $21,006 in 2023, 2022 and 2021, respectively, (ii) company-paid car lease and insurance expenses of $0, $0 and $40,947 in 2023, 2022 and 2021, respectively, and (iii) a tax gross-up of $0, $811,005 and $498,394 relating to the vesting of stock awards in 2023, 2022 and 2021, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. |

  28. Summary Compensation Table

    | (2) Mr. Jones has served as our President since February 2021 and our Chief Executive Officer since May 2023. In connection with Mr. Jones’ appointment as President in February 2021, our Compensation Committee granted to Mr. Jones stock options to purchase 100,000 shares of our common stock at an exercise price of $38.39 per share, the closing price of our common stock on February 25, 2021. The stock options, which were granted under the terms of our 2018 Incentive Compensation Plan (the “2018 Plan”), are exercisable in three equal annual increments on the first, second and third anniversaries of the grant date. These stock options had a grant date fair value of $3,555,886 (included in Option Awards). Included in Bonus for Mr. Jones is a cash signing bonus of $75,000 in 2023 in accordance with his employment agreement. Included in All Other Compensation for Mr. Jones are (i) company-paid health insurance benefits of $29,917, $33,827 and $35,297 in 2023, 2022 and 2021, respectively, and (ii) a tax gross-up of $0, $30,416 and $190,071 relating to the vesting of stock awards in 2023, 2022 and 2021, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (3) Mr. Rama has served as our Chief Financial Officer since February 2020. Included in All Other Compensation for Mr. Rama are (i) company-paid health insurance benefits of $29,917, $32,356 and $35,298 in 2023, 2022 and 2021, respectively and (ii) a tax gross-up of $324,133, $250,290 and $601,664 relating to the vesting of stock awards in 2023, 2022 and 2021, respectively. The 2023 and 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (4) Mr. Hillo has served as our General Counsel since April 2018 and our Executive Vice President of Mergers & Acquisitions since May 2022. Included in All Other Compensation for Mr. Hillo are (i) company-paid health insurance benefits of $18,972, $19,256 and $21,006 in 2023, 2022 and 2021, respectively, and (ii) a tax gross-up of $0, $32,950 and $24,183 relating to the vesting of stock awards in 2023, 2022 and 2021, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (5) Mr. Bhade has served as our Chief Technology Officer since May 2021. Included in All Other Compensation for Mr. Bhade is (i) company-paid health insurance benefits of $29,917, $32,356 and $17,649 in 2023, 2022 and 2021, respectively and (ii) a tax gross-up of $0, $35,948 and $0 relating to the vesting of stock awards in 2023, 2022 and 2021, respectively. The 2022 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. Included in Non-Equity Incentive Plan Compensation is $5,000,000 related to long-term cash incentive related to the successful completion of certain milestones and $301,800 related to the annual cash incentive program. | | (6) Mr. Battaglia has served as our Chief Operating Officer since September 2023. Included in All Other Compensation for Mr. Battaglia is company-paid health insurance benefits of $29,917 in 2023. | | (7) Represents stock and option awards granted in 2023, 2022 and 2021 pursuant to our 2018 Plan. The aggregate grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject to time-based vesting. The assumptions used in calculating these amounts are discussed in Note 10 of the Notes to Consolidated Financial Statements included in our Annual Report. | | (8) Amounts for 2021 have been revised to reflect when compensation was earned regardless of when paid. |

  29. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2023, to each of the NEOs.

  30. Grant of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Options | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($/sh) | Awards ($) | | Michael D. Farkas(1) | | $- | | $- | - | - | - | - | - | $- | $- | | 3/15/2023 | | $- | $- | $- | - | - | - | 258,065 | - | $- | $2,000,000 | | 6/21/2023 | | $- | $- | $- | - | | - | 383,738 | - | $- | $2,690,000 | | Brendan S. Jones | | $- | $465,000 | $- | - | - | - | - | - | $- | $- | | 3/15/2023 | | $- | $- | $- | - | - | - | 33,403 | - | $- | $258,875 | | Michael P. Rama | | $- | $205,000 | $- | - | - | - | - | - | $- | $- | | 3/15/2023 | | $- | $- | $- | - | - | - | 27,426 | - | $- | $212,550 | | Aviv Hillo | | $- | $205,000 | $- | - | - | - | - | - | $- | $- | | 3/15/2023 | | $- | $- | $- | - | - | - | 25,521 | - | $- | $197,790 | | Harjinder Bhade | | $- | $300,000 | $- | - | - | - | - | - | $- | $- | | 3/15/2023 | | $- | $- | $- | - | - | - | 28,129 | - | $- | $218,000 | | Michael C. Battaglia | | $- | $178,038 | $- | - | - | - | - | - | $- | $- |

  31. Grant of Plan-Based Awards

    | (1) On June 21, 2023, our company and Mr. Farkas entered into a separation and general release agreement, dated as of June 20, 2023 (the “Separation Agreement”), pursuant to Mr. Farkas’ May 1, 2023 termination of employment and the terms of Mr. Farkas’ employment agreement, effective as of January 1, 2021. The Separation Agreement became effective on June 28, 2023, following a statutory revocation period. Under the terms of the Separation Agreement, the company agreed to provide Mr. Farkas with 383,738 shares of the company’s common stock. |

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding equity awards as of December 31, 2023 to the NEOs:

  33. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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(1) ($) | | Michael D. Farkas | 04/16/2019 | - | - | 100 | $3.30 | 04/16/24 | - | $- | - | $- | | Michael D. Farkas | 05/14/2019 | - | - | 4,200 | $3.06 | 05/14/24 | - | $- | - | $- | | Michael D. Farkas | 12/04/2020 | - | - | 100 | $25.59 | 12/04/25 | - | $- | - | $- | | Michael D. Farkas | 12/07/2020 | - | - | 100 | $26.41 | 12/07/25 | - | $- | - | $- | | Michael D. Farkas | 12/11/2020 | - | - | 100 | $31.13 | 12/11/25 | - | $- | - | $- | | Michael D. Farkas | 05/28/2021 | - | - | 475,285 | $37.40 | 05/28/25 | - | $- | - | $- | | Michael D. Farkas | 02/10/2021 | - | - | 100 | $59.22 | 02/10/26 | - | $- | - | $- | | Michael D. Farkas | 02/12/2021 | - | - | 100 | $56.27 | 02/12/26 | - | $- | - | $- | | Michael D. Farkas | 02/23/2021 | - | - | 400 | $42.67 | 02/23/26 | - | $- | - | $- | | Michael D. Farkas | 03/29/2021 | - | - | 100 | $38.45 | 03/29/26 | - | $- | - | $- | | Michael D. Farkas | 03/31/2021 | - | - | 100 | $45.21 | 03/31/26 | - | $- | - | $- | | Michael D. Farkas | 04/12/2021 | - | - | 7,976 | $44.90 | 04/11/27 | - | $- | - | $- | | Michael D. Farkas | 04/12/2021 | - | - | 7,976 | $44.90 | 04/11/28 | - | $- | - | $- | | Michael D. Farkas | 04/12/2021 | - | - | 7,976 | $44.90 | 04/11/29 | - | $- | - | $- | | Brendan S. Jones | 02/25/2021 | - | - | 33,333 | $38.39 | 02/25/27 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | - | - | 648 | $40.82 | 04/11/27 | - | $- | - | $- | | Brendan S. Jones | 02/25/2021 | - | - | 33,333 | $38.39 | 02/25/28 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | - | - | 648 | $40.82 | 04/11/28 | - | $- | - | $- | | Brendan S. Jones | 02/25/2021 | - | - | 33,334 | $38.39 | 02/25/29 | - | $- | - | $- | | Brendan S. Jones | 04/12/2021 | - | - | 648 | $40.82 | 04/11/29 | - | $- | - | $- | | Brendan S. Jones(2) | 03/21/2022 | - | - | - | $- | - | - | $- | 3,816 | $12,936 | | Brendan S. Jones(3) | 07/29/2022 | - | - | - | $- | - | - | $- | 18,895 | $64,054 | | Brendan S. Jones(4) | 03/15/2023 | - | - | - | $- | - | - | $- | 16,702 | $56,620 | | Michael P. Rama | 06/05/2020 | - | - | 50,000 | $2.20 | 02/07/26 | - | $- | - | $- | | Michael P. Rama | 06/05/2020 | - | - | 50,000 | $2.20 | 02/07/27 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | - | - | 885 | $40.82 | 04/11/27 | - | $- | - | $- | | Michael P. Rama | 06/05/2020 | - | - | 50,000 | $2.20 | 02/07/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | - | - | 885 | $40.82 | 04/11/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | - | - | 884 | $40.82 | 04/11/29 | - | $- | - | $- | | Michael P. Rama(2) | 03/21/2022 | - | - | - | $- | - | - | $- | 4,134 | $14,014 | | Michael P. Rama(3) | 07/29/2022 | - | - | - | $- | - | - | $- | 9,447 | $32,025 | | Michael P. Rama(4) | 03/15/2023 | - | - | - | $- | - | - | $- | 13,713 | $46,487 | | Aviv Hillo | 03/31/2019 | - | - | 3,879 | $3.13 | 03/31/27 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | - | - | 990 | $40.82 | 04/11/27 | - | $- | - | $- | | Aviv Hillo | 04/20/2020 | - | - | 16,517 | $1.83 | 04/20/27 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | - | - | 991 | $40.82 | 04/11/28 | - | $- | - | $- | | Aviv Hillo | 04/20/2020 | - | - | 16,286 | $1.83 | 04/20/28 | - | $- | - | $- | | Aviv Hillo | 04/12/2021 | - | - | 991 | $40.82 | 04/11/29 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | - | - | 12,441 | $15.70 | 05/17/28 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | - | - | 12,441 | $15.70 | 05/17/29 | - | $- | - | $- | | Aviv Hillo | 05/17/2022 | - | - | 12,441 | $15.70 | 05/17/30 | - | $- | - | $- | | Aviv Hillo(2) | 03/21/2022 | - | - | - | $- | - | - | $- | 4,134 | $14,014 | | Aviv Hillo(3) | 07/29/2022 | - | - | - | $- | - | - | $- | 9,447 | $32,025 | | Aviv Hillo(4) | 03/15/2023 | - | - | - | $- | - | - | $- | 12,761 | $43,260 | | Harjinder Bhade(2) | 03/21/2022 | - | - | - | $- | - | - | $- | 3,387 | $11,489 | | Harjinder Bhade(3) | 07/29/2022 | - | - | - | $- | - | - | $- | 9,447 | $32,025 | | Harjinder Bhade(4) | 03/15/2023 | - | - | - | $- | - | - | $- | 21,097 | $71,519 | | Michael C. Battaglia(5) | 05/6/2021 | - | - | 54,000 | $32.27 | - | - | $- | - | $- | | Michael C. Battaglia(6) | 04/12/2021 | - | - | - | $- | - | - | $- | 360 | $1,220 | | Michael C. Battaglia(7) | 04/12/2021 | - | - | - | $- | - | - | $- | 2,240 | $7,594 |

  34. Outstanding Equity Awards at Fiscal Year-End

    | (1) Calculated by multiplying the number of shares of common stock by $3.39, which is the quoted market price per share of our common stock as of December 31, 2023. |

  35. Outstanding Equity Awards at Fiscal Year-End

    | (2) These shares vest in two annual increments on March 21, 2024 and 2025, subject to immediate vesting upon an event constituting a change of control of the company. | | (3) These shares vest in various increments based on the achievement of certain performance conditions related to the integration of the SemaConnect acquisition during 2022. | | (4) These shares vest in three annual increments on March 15, 2024, 2025 and 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (5) On May 6, 2021, Mr. Battaglia received options to purchase 54,000 shares of common stock. Options to purchase 36,000 shares of common stock have vested and are currently exercisable. Options to purchase the remaining 18,000 shares of common stock vest and become exercisable on May 6, 2024. | | (6) These shares vested in full on April 12, 2024. | | (7) These shares vest in two equal installments on April 1, 2024 and April 1, 2025. |

  36. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table sets forth information concerning the option exercises and stock awards vested of each of the NEOs during the year ended December 31, 2023:

  37. Option Exercises and Stock Vested During 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired On Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Michael D. Farkas | 112,031 | $225,760 | 671,438 | $5,135,721 | | Brendan S. Jones | - | $- | 32,780 | $275,655 | | Michael P. Rama | - | $- | 39,532 | $512,153 | | Aviv Hillo | - | $- | 21,913 | $180,639 | | Harjinder Bhade | - | $- | 165,811 | $475.348 | | Michael C. Battaglia | - | $- | 1,470 | $12,502 |

  38. Pension Benefits

    Pension Benefits We have not adopted a pension plan and do not provide pension benefits to NEOs.

  39. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We have not adopted a non-qualified deferred compensation plan and do not provide non-qualified deferred compensation to NEOs.

  40. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, our company is providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of Messrs. Farkas and Jones, who both served as the Chief Executive Officer during 2023. The CEO pay ratio figures below are a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. As of December 31, 2023, we had 706 employees, including 684 full-time employees. We determined the total annual compensation for our employees for the year ended December 31, 2023 using data from our payroll records for the month of December 2023, which we then extrapolated for the full year of 2023. The components of total annual compensation for our employees are the same as those used to determine the total compensation of our NEOs for the purposes of the Summary Compensation Table. Total annual compensation for our current CEO was annualized based on the employment agreement entered into in May 2023. We did not make any full-time equivalent adjustments for part-time employees. The results were then ranked, excluding the Chief Executive Officer, from lowest to highest, and the median employee was identified. We then compared the total annual compensation of the median employee to that of the Chief Executive Officer. The total annual compensation of the median employee for the year ended December 31, 2023 was $54,195. For the year ended December 31, 2023, the ratio of our Chief Executive Officer’s total annual compensation to that of our median employee was approximately 33:1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  41. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table describes the executive compensation for our Chief Executive Officer, who is our principal executive officer, the former Chief Executive Officer and the other NEOs, and our company’s performance for the four most recently completed fiscal years.

  42. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO – Michael D. Farkas(1) | Summary Compensation Table Total for PEO – Brendan S. Jones(2) | Compensation Actually Paid to PEO – Michael D. Farkas(3) | Compensation Actually Paid to PEO – Brendan S. Jones(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compen- sation Actually Paid to Non-PEO NEOs(5) | Total Share- holder Return(6) | Peer Group Total Share- holder Return(7) | Net Loss (in thous-ands)(8) | Revenue (in thou-sands)(9) | | 2023 | $11,137,081 | $1,513,341 | $8,317,523 | $1,022,033 | $2,150,570 | $1,998,564 | $182.26 | $148.09 | $(203,693) | $140,598 | | 2022 | $15,877,812 | | $4,187,889 | | $1,585,440 | $614,106 | $589.78 | $119.57 | $(91,560) | $61,139 | | 2021 | $18,003,751 | | $9,729,230 | | $1,595,865.25 | $563,947 | $1,425.27 | $155.03 | $(55,119) | $20,940 | | 2020 | $943,757 | | $5,402,379 | | $622,999 | $4,749,775 | $2,298.39 | $135.68 | $(17,846) | $6,231 |

  43. Pay Versus Performance

    | (1) During fiscal year 2020, 2021, 2022 and part of fiscal year 2023, Mr. Farkas served as our Principal Executive Officer (“PEO”). The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |

  44. Pay Versus Performance

    | (2) During part of fiscal year 2023, Mr. Jones served as our PEO. The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |

  45. Pay Versus Performance

    | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Farkas and Jones as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Farkas and Jones during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Farkas’ and Jones’ total compensation for each year to determine the compensation actually paid: |

  46. Pay Versus Performance

    | | Mr. Farkas | Mr. Jones | | Summary Compensation Table Total | $11,137,081 | $1,513,341 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,690,000) | $(258,875) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | $56,620 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $0 | $(346,651) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $4,594,523 | $129,441 | | Plus, 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 | $(1,343,538) | $(71,842) | | Less, 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 | $(1,380,543) | $0 | | Compensation Actually Paid | $8,317,523 | $1,022,033 |

  47. Pay Versus Performance

    | (4) The dollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Farkas and Mr. Jones for 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Farkas and Mr. Jones for 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, M. Rama, A. Hillo, H. Bhade, and M. Battaglia; (ii) for 2022 and 2021, B. Jones, M. Rama, A. Hillo, and H. Bhade; and (iii) for 2021, B. Jones and M. Rama. |

  48. Pay Versus Performance

    | (5) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 4 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for these NEOs as a group for each year to determine the compensation actually paid. |

  49. Pay Versus Performance

    | Average Non-PEO NEOs | 2023 | | Summary Compensation Table Total | $2,150,570 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(157,073) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $40,316 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(153,842) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $154,168 | | Plus, 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 | $(35,575) | | Less, 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 | | Compensation Actually Paid to Non-PEO NEOs | $1,998,564 |

  50. Pay Versus Performance

    | (6) Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December 31, 2020. |

  51. Pay Versus Performance

    | (7) Represents the weighted peer group total shareholder return, weighted according to the respective companies’ respective stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published index: MSCI ACWI: Electrical Equipment. The 2022 proxy statement misidentified the MSCI ACWI: Electrical Equipment as the S&P 500 index. |

  52. Pay Versus Performance

    | (8) The dollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the applicable year. |

  53. Pay Versus Performance

    | (9) This column is the “Designated as the Company-Selected Measure,” which in the registrant’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s NEOs, for the most recently completed fiscal year, to company performance. |

  54. Relationships Between Certain Data in the Pay Versus Performance Table

    Relationships Between Certain Data in the Pay Versus Performance Table

  55. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return The following chart sets forth the relationship between (i) our company’s cumulative total shareholder return over the four most recently completed fiscal years and the MSCI ACWI: Electrical Equipment index’s cumulative total shareholder return over the same period, and (ii) the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs.

  56. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs and our net income during the four most recently completed fiscal years.

  57. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our Non-PEO NEOs and our revenue during the four most recently completed fiscal years.

  58. Director Compensation Discussion

    Director Compensation Discussion

  59. Compensation of Directors

    Compensation of Directors The following table provides information for 2023 regarding all compensation awarded to, earned by or paid to each person who served as a director for all or some portion of 2023:

  60. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Louis R. Buffalino(2) | $56,522 | $- | $- | $- | - | $- | $56,522 | | Jack Levine | $113,324 | $150,000 | $- | $- | - | $- | $263,324 | | Kenneth R. Marks(2) | $55,109 | $- | $- | $- | - | $- | $55,109 | | Ritsaart J.M. van Montfrans | $126,703 | $180,000 | $- | $- | - | $- | $306,703 | | Mahidhar (Mahi) Reddy(3) | $- | $- | $- | $- | - | $466,646 | $466,646 | | Kristina A. Peterson | $64,354 | $150,000 | $- | $- | - | $- | $214,354 | | Cedric L. Richmond | $92,500 | $150,000 | $- | $- | $- | $- | $242,500 | | Total | $508,512 | $630,000 | $- | $- | $- | $466,646 | $1,605,158 |

  61. Compensation of Directors

    | (1) Mr. van Montfrans was awarded 28,892 shares of restricted stock and Messrs. Levine and Richmond and Ms. Peterson were each awarded 24,077 shares of restricted stock that equaled the value of $180,000 and $150,000, respectively, in shares priced at $6.23 on July 24, 2023. These awards were granted on July 24, 2023, pursuant to the 2018 Incentive Compensation Plan with respect to service as a director during the 2024 fiscal year. The shares vest on the earlier of (a) July 24, 2024, or (b) the date preceding the next annual meeting of the stockholders of our company. | | (2) Messrs. Buffalino and Marks did not stand for reelection to the Board at the July 24, 2023 annual meeting of stockholders. | | (3) The compensation reported for Mr. Reddy in this table is for compensation he received as an employee. Employee members of the Board are not paid separate compensation for serving on the Board. Mr. Reddy is not standing for reelection at this Annual Meeting. |

  62. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board has nominated each of the six individuals identified below to stand for election at the Annual Meeting. The Board nominees, current committee involvement and certain other relevant information is set forth below:

  63. ELECTION OF DIRECTORS

    | Director | Age | Director Since | Audit Committee | Compensation Committee | Nominating & ESG Committee | Government Affairs Committee | | Ritsaart J.M. van Montfrans | 52 | 2019 | X | X (Chair) | X | X | | Brendan S. Jones | 60 | 2021 | | | | X | | Aviv Hillo | 59 | 2023 | | | | | | Jack Levine | 73 | 2019 | X (Chair) | X | X | | | Kristina A. Peterson | 60 | 2023 | X | | X (Chair) | | | Cedric L. Richmond | 50 | 2022 | | X | X | X (Chair) |

  64. ELECTION OF DIRECTORS

    Pursuant to our Bylaws, only our Board will be able to fill any vacancies on the Board until the next succeeding Annual Meeting of Stockholders. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal. Between successive annual meetings, the Board has the power to appoint one or more additional directors, but not more than half the number of directors fixed at the last stockholder meeting at which directors were elected. With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except those specific nominees from whom you WITHHOLD your vote. The nominees receiving the most FOR votes will be elected. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

  65. Nominees for Election at this Annual Meeting

    Nominees for Election at this Annual Meeting Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on the Board at this time. All of our nominees meet the qualifications and skills of our Board of Directors Corporate Governance Guidelines – Criteria for Director Nomination. There are no family relationships among any of our nominee directors or among any of our nominee directors and our executive officers. Mahidhar (Mahi) Reddy is not standing for reelection to the Board at this Annual Meeting.

  66. Ritsaart J.M. van Montfrans

    Ritsaart J.M. van Montfrans Ritsaart J.M. van Montfrans became a member of our Board in December 2019 and was named the Chairman of the Board in May 2023. He is an experienced entrepreneur in Europe. He is currently the Chief Executive Officer of Incision Group, a medtech scale-up in team performance and education, since January 2017, and co-founded and led ScaleUpNation, a growth accelerator for ventures with large scale-up potential, from February 2016 to January 2017, each in Amsterdam, the Netherlands. In February 2009, Mr. van Montfrans founded NewMotion, which grew to become the leading service provider for electric vehicles in Europe, with the largest network of charging stations. Mr. van Montfrans served as Chief Executive Officer and International Business Development Director of NewMotion until February 2016, shortly before the company was purchased by Royal Dutch Shell. Prior to NewMotion, Mr. van Montfrans was a partner of H2 Equity Partners, an investment firm in Amsterdam, from September 2002 to February 2009, an engagement manager at McKinsey & Co. in Amsterdam from May 1999 to September 2002, and an associate in the mergers and acquisitions group of J.P. Morgan in London. Mr. van Montfrans received a Master of Business Administration degree from the University of Groningen in the Netherlands. Mr. van Montfrans brings extensive EV charging industry knowledge and a deep background in technology growth companies, mergers and acquisitions, and capital market activities. His leadership of NewMotion and in-depth knowledge of the EV charging market and broad range of companies in the industry (with a focus on Western Europe) make him well qualified to be a member of the Board.

  67. Brendan S. Jones

    Brendan S. Jones Brendan S. Jones joined our company as Chief Operating Officer in April 2020 and became our President and was elected a member of our Board in February 2021. Effective May 1, 2023, Mr. Jones was appointed by our Board to be our Chief Executive Officer. Prior to joining our company, he served as the Chief Operating Officer of Electrify America, LLC, the United States-based EV subsidiary of Volkswagen Group AG, from September 2016 to March 2020. Mr. Jones was Electrify America’s first employee and is credited with building Electrify America from its original startup concept into one of the largest ultrafast EV charging companies in the world, establishing strategy, design implementation and management teams at Electrify America, negotiating numerous contracts for charging services with leading carmakers, retail property owners and EV infrastructure companies, and managing the installation and servicing of thousands of charging stations. Mr. Jones previously served as Vice President - OEM Strategy and Business Development of EVgo, a subsidiary of NRG Energy which operates EV fast charging stations, from March 2014 to September 2016. Prior to these positions, Mr. Jones served in various leadership positions with Nissan North America, Inc., from April 1994 to March 2015. At Nissan, he assumed increasingly senior positions including Director - Electric Vehicle Sales Operations and Infrastructure Development from 2013 to 2015, Director - Chief Marketing Manager EV Model Line from 2011 to 2013, and Senior Manager of the Nissan LEAF Launch Team from 2009 to 2011. Mr. Jones has been a board member of several EV industry groups including the Electric Drive Transportation Association, a trade association that promotes electric drive technologies and infrastructure (2015 and 2016), and the ROEV Association, a collaboration between EV charging network operators and electric vehicle manufacturers to allow drivers to charge at multiple stations using one card (from 2015 to 2017). Mr. Jones received B.A. and M.A. degrees from George Mason University and a professional certificate from Vanderbilt University for completing the accelerated executive leadership development program. Mr. Jones’ more than 30 years of day-to-day operational experience in the electric vehicle (“EV”) charging, automotive and alternative energy industries and in-depth knowledge in the areas of EV charging sales, technology and infrastructure development make him well qualified as a member of the Board.

  68. Aviv Hillo

    Aviv Hillo Aviv Hillo has served as our General Counsel since June 2018 and Executive Vice President of Mergers & Acquisitions since May 2022. He became a member of our Board in July 2023. Prior to joining our company, Mr. Hillo practiced law in New York and Israel as a partner in the law firm Schechter Hillo, which he founded in October 2004. Mr. Hillo has also been involved in starting and operating new businesses. He served as Chief Executive Officer of K-Lawyers.com, an internet legal platform, from February 2016 to June 2018, co-founder and general counsel of Ariel Photonics Assembly Ltd., a developer of lasers for defense applications, from September 2007 to September 2015, and in-house counsel at LSL Biotechnologies, Inc., a developer of seeds with long shelf-life qualities, from March 1998 to April 2006. Mr. Hillo received his law degree from Tel Aviv University in Israel and a Master of Laws degree (cum laude) from Fordham University in New York, where he specialized in banking, corporate and finance law. Mr. Hillo is a member of the New York State Bar Association, the Israeli Bar Association and is certified to practice as in-house counsel in Florida. Mr. Hillo is a veteran of the Israeli Defense Forces where he retired as a ranked Major. Mr. Hillo is well qualified to serve as a member of our Board due to his substantial knowledge and more than 30 years of working experience in corporate controls and governance, corporate litigation and mergers and acquisitions.