DEF 14A of Blink Charging Co.
Filed May 20, 2026 · FY20250001493152-26-024670
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 15 times during the year ended December 31, 2025. In addition, the Board took action nine times during 2025 by unanimous written consent in lieu of a meeting, as permitted by applicable law. During 2025, each incumbent director 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 virtual annual meeting. The 2026 nominees to serve on the Board and each of their current committees are as follows:
Board of Directors
| Name | Age | Director Since | Principal Occupation | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Ritsaart J.M. van Montfrans | 54 | 2019 | Chief Executive Officer of Incision Group | X | X (Chair) | X | | Michael C. Battaglia | 55 | 2025 | President and Chief Executive Officer of Blink | | | | | Jack Levine | 75 | 2019 | President of Jack Levine, PA | X (Chair) | X | X | | Glen Moller | 54 | 2026 | Chief Executive Officer of Upward Health Inc. | | | |
Board Leadership
Board Leadership Michael C. Battaglia has been our President, Chief Executive Officer and a director since February 2025. 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 one 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 the Board’s meetings and presides at all meetings of our independent directors. The Chairman’s additional duties include:
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. |
Board Leadership
Three of our Board nominees are independent. In addition, all of the current directors on each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee are independent directors, 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 Mr. Battaglia brings company-specific experience and expertise. Martha Crawford will not be standing for reelection at this Annual Meeting.
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 2025. 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. Korn Ferry provided a broad array of services during 2025, including, but not limited to, CEO benchmarking, executive employment contractual review and assessment, short- and long-term incentive design review, and other compensation-related items. For purposes of benchmarking, Korn Ferry compared positions of similar scope and complexity with both peer and survey data. Korn Ferry then provided pay ranges for each executive level. The Compensation Committee typically sets target compensation levels between the 25th 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 their 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 American Superconductor, Beam Global, ChargePoint Holdings, EVgo, Flux Power Holdings, FuelCell Energy, Microvast Holdings, Orion Energy Systems, Shoals Technologies Group, Stem, Tigo Energy, Ultralife, and Vicor. 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.
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.
Variable Pay
Variable Pay We design our variable pay programs to be both affordable and competitive in relation to the market. We monitor the market and adjust our variable pay programs as needed. There are two components to our variable pay program: the Bonus Program (as defined below) and the equity-based incentives. These two programs are designed to motivate employees to achieve overall corporate and individual goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved, and to be easy to understand and administer. Determination of awards for both the Bonus Program and equity-based incentives are based on the achievement of financial and strategic metrics determined by the Board at the beginning of each fiscal year. The award of cash and grant of equity are subject to meeting the performance criteria designed by the Board. Each NEO is entitled to a total target award opportunity set as a percentage of the individual’s base salary. Following the conclusion of the fiscal year and assessment of performance outcomes relative to established goals, the Compensation Committee determines the payout each NEO is entitled. This payout amount is then split between cash and equity. The equity awards are subsequently granted after the performance period has ended with continued time vesting on a portion of the equity awards. Due to the SEC disclosure requirements, the cash awards will appear in the summary compensation table for the year in which they were earned while equity awards will be displayed in the subsequent proxy statement. As such, there is often a disconnect between the actual values earned by executives and the compensation disclosures.
Bonus Program
Bonus Program As noted above, the cash-based portion of the incentive program (the “Bonus Program”) rewards executives for the achievement of annual 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, which represents 50% of the individual’s total potential award. 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 2025, the NEOs had the following payment targets under the Bonus Program:
Bonus Program
| Named Executive Officer | Target Award as a Percentage of Base Salary | Target Annual Award | | Michael C. Battaglia | 60% | $345,000 | | Brendan S. Jones | 60% | $465,000 | | Michael Bercovich | 50% | $215,000 | | Michael P. Rama | 50% | $217,300 | | Aviv Hillo | 55% | $215,250 |
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.
Bonus Program
| Metric | Weighting | Target | Achievement | Percent Achievement | Percentage of Bonus Payout | | | Business Model Shift | 30% | Grow Blink-owned charging segment revenue 30% YoY; distribute 25M kWh; clear backlog | Blink-owned charging segment revenue ~14% growth; kWh distributed 28M kWh; backlog cleared | 90% | 27 | | | Financial Strategy | 30% | Raise $40M in capital (50% debt / 50% equity) | Raised $20M in equity; $0 in debt financing | 50% | 15 | | | Total Company Financials | 20% | Total charging revenue of $136M; gross margin of 36%; Q4 adj. EBITDA of -$3.0M | Total revenue $103.5M; gross margin ~24.6%; Q4 adj. EBITDA -$10.3M | 0% | 0 | | | Departmental Key Results | 20% | Department OpEx budget adherence (ex-Envoy): $96.3M or less | Total Dept. (ex-Envoy) OpEx: $85.3M | 100% | 20 | | | | 100% | | | | 62 | % (1) |
Bonus Program
| (1) Achievement against these performance objectives resulted in a non-cash payout of up to approximately 62% of target, plus an additional 25% uplift component recommended by the Board’s Compensation Committee in recognition of management’s alignment with the Company’s cash preservation initiatives and acceptance of equity-based compensation in lieu of cash payments. |
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:
Bonus Program
| Named Executive Officer | Target Award | Actual Payment(1) | | Michael C. Battaglia | $345,000 | $267,374(2) | | Brendan S. Jones | $465,000 | $-(3) | | Michael Bercovich | $215,000 | $86,517(4) | | Michael P. Rama | $217,300 | $-(3) | | Aviv Hillo | $215,250 | $-(3) |
Bonus Program
| (1) Grants will appear in the 2027 proxy statement. | | (2) Paid in the form RSU, instead of cash. | | (3) Such individuals were not employed by the Company as of April 30, 2026. | | (4) Paid in the form RSU, instead of cash, pro-rated to start of employment on June 23, 2025. |
Equity-Based Incentives
Equity-Based Incentives 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. Equity awards are granted following assessment of performance in the prior year. As noted above, more than 50% of an executive’s annual award was made in the form of equity. For 2025, our NEOs were eligible for the following target equity awards:
Equity-Based Incentives
| Named Executive Officer | Equity Award as a Percentage of Base Salary | Annual Target Award | | Michael C. Battaglia | 100% | $575,000 | | Brendan S. Jones | 0% | $- | | Michael Bercovich | 50% | $215,000 | | Michael P. Rama | 0% | $- | | Aviv Hillo | 0% | $- |
Equity-Based Incentives
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.
Annual Equity Awards
Annual Equity Awards Annual equity awards are granted in the form of time- and performance-based restricted stock units. Pursuant their employment agreements, Messrs. Battaglia and Bercovich were granted the following equity awards in early 2026:
Annual Equity Awards
| Named Executive Officer | Restricted Stock Unit Grant Date Value(1) | | Michael C. Battaglia | $575,000 | | Brendan S. Jones | $- | | Michael Bercovich | $107,500(2) | | Michael P. Rama | $- | | Aviv Hillo | $- |
Annual Equity Awards
| (1) Grants will appear in the 2027 proxy statement. | | (2) Pro-rated to start of employment on June 23, 2025. |
Annual Equity Awards
The grants to our named executive officers typically vest in two tranches. The first 50% vests ratably over a three-year service period, while the remaining 50% vests upon achievement of four separate stock price performance hurdles as follows:
Annual Equity Awards
| Vesting of Stock Performance Tranche | Stock Price | | 25% | $3.00 | | 25% | $5.00 | | 25% | $7.50 | | 25% | $9.00 |
Annual Equity Awards
All equity awards to our employees, including named executive officers and our directors, have been granted and reflected in our financial statements, based upon the applicable accounting guidance, with the exercise price of any stock options equal to the fair market value of one share of Common Stock on the grant date.
Incentive Compensation Programs
Incentive Compensation Programs On April 14, 2026, our Board of Directors approved a 2025 long-term incentive compensation program (“LTI Program”) and 2026 short-term incentive compensation program (“STI Program”) and LTI Program for our named executive officers involving grants of performance-based vesting restricted stock units and time-based vesting restricted stock units under our Plan. In approving the grants, following the recommendation of our Board’s Compensation Committee, the Board’s goal was to shift compensation towards long-term performance and to focus executive attention on stock price recovery and growth, thereby fostering stronger alignment with stockholder value creation.
2025 Long-Term Incentive Program
2025 Long-Term Incentive Program The Board approved performance-based restricted stock unit grants to Michael C. Battaglia, our President and Chief Executive Officer (205,357 shares), and Michael Bercovich, our Chief Financial Officer (64,904 shares), which vest in four 25% increments if our closing stock market price achieves stock performance hurdles of $3.00, $5.00, $7.50 and $9.00 per share, respectively, for 90 consecutive trading days, with 100% acceleration of vesting upon a change in control if the stock price hurdle is not met or exceeded by the value of the consideration paid to our common stockholders in the change in control transaction. The Board also approved time-based restricted stock unit grants to Mr. Battaglia (205,357 shares) and Mr. Bercovich (64,904 shares), which vest over a period of three years in three equal annual installments, commencing on April 14, 2026, with 100% acceleration of vesting upon a qualifying termination (that is, a termination by us or our successor without cause or a termination by the executive for good reason) within various periods before or 12 months after a change in control. The number of restricted stock units granted to each executive was based on the price of our common stock at the beginning of 2025 or the date the executive joined our company and a long-term incentive percentage of 100% of base salary for Mr. Battaglia and 50% of base salary for Mr. Bercovich.
2026 Short-Term Incentive Program
2026 Short-Term Incentive Program For fiscal year 2026, the Board approved a short-term incentive program pursuant to which our senior management are eligible to earn cash bonus and restricted stock units based on the achievement of specified corporate KPIs. The 2026 short-term incentive targets are set at 75.0% of base salary for Mr. Battaglia and 62.5% of base salary for Mr. Bercovich. The differences in these percentages from 2025’s short-term incentive program (which were 60% of base salary for Mr. Battaglia and 50% of base salary for Mr. Bercovich) are payable in restricted stock units only, and reflect the replacement of cash bonuses for equity-based bonuses paid for the 2025 program, market parity, and continued efforts to preserve cash for the benefit of building shareholder value. The executive team is subject to our company-wide KPIs, and approval by the Board.
2026 Management by Objective (MBO) – Remediation of Material Weaknesses
2026 Management by Objective (MBO) – Remediation of Material Weaknesses The Board also approved creating a one-time targeted incentive pool of restricted stock units for senior management in recognition of our need for full leadership focus on achieving a clean SOX audit by obtaining an unqualified opinion on internal controls over financial reporting, free of any material weaknesses, in the company’s annual report on Form 10-K for the year ending December 31, 2026, which is one of the most critical compliance areas for our company. Pursuant to this MBO, the Board approved restricted stock unit grants to Messrs. Battaglia and Bercovich with a value of $57,500 and $43,000, respectively, which vest immediately upon the resolution of material weaknesses in our Company’s internal controls over financial reporting and the Board’s approval.
2026 Long-Term Incentive Program
2026 Long-Term Incentive Program For fiscal year 2026, the Board approved grants of performance-based and time-based vesting restricted stock units to Messrs. Battaglia and Bercovich. The RSU grants provide Messrs. Battaglia and Bercovich up to 769,366 and 575,352 shares of our common stock, respectively, pursuant to performance-based restricted stock unit grants, and 404,930 and 302,817 shares of our common stock, respectively, pursuant to time-based restricted stock unit grants. The awards of performance-based and time-based restricted stock units are intended to provide an appropriate incentive structure for our senior management team that is aligned with stockholder interests. The grants for the performance-based restricted stock units become payable based on a significant and sustained increase in the price of our common stock and the time-based restricted stock units become payable over a three-year vesting schedule, as described in greater detail below. The full vesting of the performance-based restricted stock units is determined based upon our common stock price attaining a closing price level equal to or greater than $2.25 per share for 60 trading days. The time-based restricted stock units vest and become payable in three equal annual one-third increments on each of April 14, 2027, April 14, 2028 and April 14, 2029. Unvested restricted stock units are subject to the terms of Messrs. Battaglia’s and Bercovich’s respective executive employment agreements with the Company.
Contingent Grants and Compensation Consultant
Contingent Grants and Compensation Consultant All of the restricted stock unit grants described in this section are subject to the applicable terms and conditions set forth in our Plan and are conditioned on stockholder approval of Proposal 2 to increase the number of shares of common stock reserved for issuance under the Plan. The Compensation Committee of our Board engaged Korn Ferry, a global leader in executive compensation consulting services, to provide advice related to the design of the restricted stock unit grants to Messrs. Battaglia and Bercovich. The principal purpose of this engagement was to ensure that the terms of the restricted stock unit grants to these executives created incentive structures aligned with stockholder interests and were consistent with current market practices.
Equity Awards Granted in 2025 under the 2024 Bonus Program
Equity Awards Granted in 2025 under the 2024 Bonus Program As described in our proxy statement from last year, 20% of the goals under the 2024 Bonus Program were achieved. Awards earned under the Bonus Program were subsequently split equally between cash and equity. The cash portion was represented in last year’s proxy statement while the equity portion was granted in early 2025. Pursuant to SEC disclosure rules, the equity portion of the award is disclosed herein. The following equity awards were earned for performance during 2024:
Equity Awards Granted in 2025 under the 2024 Bonus Program
| Named Executive Officer | Restricted Stock Unit Grant Date Value* | | Michael C. Battaglia | $37,108 | | Brendan S. Jones | $93,000 | | Michael Bercovich | $- | | Michael P. Rama | $43,460 | | Aviv Hillo | $43,050 |
Equity Awards Granted in 2025 under the 2024 Bonus Program
* Equity granted in 2025 based on 2024 performance against key performance indicators (KPIs) under the Bonus Program.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants of equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. Only the Compensation Committee may approve restricted stock, restricted stock units or stock option grants to our named 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. The exercise price of a newly granted option is the closing price of our Common Stock on the date of grant. During the last completed fiscal year, we did not make any stock option or RSUs awards to our NEOs during the period beginning on the four-business day before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.
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 corporate goals. For long-term performance, our restricted stock unit awards generally vest over three years, with the exception of the awards to the named executive officers whose awards typically vest in two tranches, with 50% vesting ratably over a three-year service period and the remaining 50% vesting upon achievement of stock price performance hurdles. 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 commensurate with market practice so that executives are not encouraged to take unnecessary or excessive risks. 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.
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 officer who served during 2025 (Michael Battaglia), our former principal executive officer who served in this position until January 2025 (Brendan S. Jones), our principal financial officer who served during 2025 (Michael Bercovich), our former principal financial officer who served in this position until May 2025 (Michael P. Rama) and our most highly compensated executive officer other than our principal executive officer and principal financial officer who was serving as an executive officer at the end of 2025 (Aviv Hillo). We refer to these executive officers as our “named executive officers” or “NEOs.”
Summary Compensation Table
| | | Award Compensation | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(6) ($) | Option Awards(6) ($) | Non-Equity Incentive Plan Compensation ($)(7) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Michael C. Battaglia(1) | 2025 | $571,315 | $150,000 | $37,107 | $- | $- | $- | $47,213 | $805,635 | | President and Chief Executive | 2024 | $385,801 | $- | $215,711 | $- | $74,216 | $- | $34,784 | $710,512 | | Officer | 2023 | $327,515 | $- | $- | $- | $176,088 | $- | $29,917 | $533,520 | | Brendan S. Jones(2) | 2025 | $93,750 | $- | $92,999 | $- | $- | $- | $35,716 | $222,465 | | Former President and Chief | 2024 | $775,000 | $75,000 | $467,790 | $- | $186,000 | $- | $39,850 | $1,543,640 | | Executive Officer | 2023 | $681,759 | $75,000 | $258,875 | $- | $467,790 | $- | $29,917 | $1,513,341 | | Michael Bercovich(3) | 2025 | $226,438 | $107,500 | $- | $- | $- | $- | $21,366 | $355,304 | | Chief Financial | | | | | | | | | | | Officer | | | | | | | | | | | Michael P. Rama(4) | 2025 | $182,894 | $- | $43,460 | $- | $- | $- | $36,221 | $262,575 | | Former Chief Financial | 2024 | $446,450 | $- | $206,230 | $- | $86,920 | $- | $22,433 | $762,033 | | Officer | 2023 | $423,056 | $- | $212,500 | $- | $206,230 | $- | $354,051 | $1,195,837 | | Aviv Hillo(5) | 2025 | $449,274 | $- | $43,050 | $- | $- | $- | $28,943 | $521,267 | | Former General Counsel and | 2024 | $443,375 | $- | $206,230 | $- | $86,100 | $- | $15,233 | $750,938 | | Executive Vice President - M&A | 2023 | $423,000 | $- | $197,790 | $- | $206,230 | $- | $18,972 | $845,992 |
Summary Compensation Table
| (1) Mr. Battaglia has served as our President and Chief Executive Officer since February 2025. He served as our Chief Operating Officer from September 2023 to January 2025. Included in Bonus is a one-time equity signing bonus of $150,000 worth of restricted stock units granted in connection with Mr. Battaglia entering into his employment agreement on January 23, 2025. Such restricted stock units were granted under our 2018 Plan and vest in three equal increments on the first, second and third anniversaries of the grant date. Included in All Other Compensation for Mr. Battaglia is company-paid health insurance and other employee benefits of $47,213, $34,784 and $29,917 in 2025, 2024 and 2023, respectively. | | (2) Mr. Jones served as our President from February 2021 to January 2025 and as our Chief Executive Officer from May 2023 to January 2025. Included in Bonus for Mr. Jones is a cash signing bonus of $75,000 in 2024 and 2023 in accordance with his employment agreement. Included in All Other Compensation for Mr. Jones are (i) company-paid health insurance and other employee benefits of $35,716, $34,850 and $29,917 in 2025, 2024 and 2023, respectively; and (ii) $5,000 in 2024 related to moving allowance in conjunction with the Company’s relocation of the headquarters from Miami Beach, Florida to Bowie, Maryland in 2024. | | (3) Michael Bercovich has served as our Chief Financial Officer since June 2025. Included in Bonus is a one-time equity signing bonus of $107,500 worth of restricted stock units granted in connection with Mr. Bercovich entering into his employment agreement on May 29, 2025. Such restricted stock units were granted under our 2018 Plan and vest in two equal increments on the six month and 12 month anniversaries of the grant date. Included in All Other Compensation for Mr. Bercovich is company-paid health insurance and other employee benefits of $21,366 for 2025. | | (4) Mr. Rama served as our Chief Financial Officer from February 2020 to May 2025. Included in All Other Compensation for Mr. Rama are (i) company-paid health insurance and other employee benefits of $36,221, $22,433 and $29,917 in 2025, 2024 and 2023, respectively, and (ii) a tax gross-up of $0, $0 and $324,133 relating to the vesting of stock awards in 2025, 2024, 2023, respectively. The 2023 tax gross-up payment was from the vesting of stock awards that were granted prior to the termination of such benefit. | | (5) Mr. Hillo served as our General Counsel from April 2018 to January 2026 and our Executive Vice President of Mergers & Acquisitions from May 2022 to January 2026. Included in All Other Compensation for Mr. Hillo is company-paid health insurance and other employee benefits of $28,943, $15,233 and $18,972 in 2025, 2024 and 2023, respectively. | | (6) Represents stock and option awards granted in 2025, 2024 and 2023 pursuant to our 2018 Plan. The aggregate grant date fair value of such awards was calculated in accordance with FASB ASC Topic 718. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards are subject to time-based vesting. The assumptions used in calculating these amounts are discussed in Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report. | | (7) Certain amounts in this column as it relates to compensation for 2025 have been updated since the filing of our Annual Report on Form 10-K/A that was filed with the Securities and Exchange Commission on April 30, 2026. |
Grant of Plan-Based Awards
Grant of Plan-Based Awards The following table sets forth information concerning grants of plan-based awards made by us during the year ended December 31, 2025 to each of the NEOs:
Grant of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Options | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(1) | Options (#) | Awards ($/sh) | Awards ($) | | Michael C. Battaglia | 2/24/2025 | $- | $- | $- | - | - | - | 146,341 | - | $- | $150,000 | | | 5/12/2025 | $- | $- | $- | - | - | - | 26,696 | - | $- | $37,107 | | Brendan S. Jones | 5/12/2025 | $- | $- | $- | - | - | - | 66,906 | - | $- | $92,999 | | Michael Bercovich | 6/25/2025 | $- | $- | $- | - | - | - | 117,230 | - | $- | $107,500 | | Michael P. Rama | 5/12/2025 | $- | $- | $- | - | - | - | 31,266 | - | $- | $43,460 | | Aviv Hillo | 5/12/2025 | $- | $- | $- | - | - | - | 30,971 | - | $- | $43,050 |
Grant of Plan-Based Awards
| (1) The size of each individual’s grant is determined after consideration of performance criteria established in the prior fiscal year. 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 the grants made to Mr. Battaglia, (a) for the February 24, 2025 grant, the restricted stock units vest over a three-year period with 33-1/3% vesting on each anniversary of the grant date, and (b) for the May 12, 2025 grant, (i) 13,348 of the restricted stock units vest on the first anniversary of the grant date and (ii) 13,348 of the restricted stock units vest over a three-year period with 33-1/3% vesting on each anniversary of the grant date. With respect to the grant made to Mr. Jones, the restricted stock units vested immediately on the grant date. With respect to the grant made to Mr. Bercovich, the restricted stock units vest over a one-year period with 50% vesting on the six month anniversary of the grant date and the remaining 50% vesting on the 12 month anniversary of the grant date. With respect to the grant to Mr. Rama, (a) 15,633 of the restricted stock units vested immediately on the grant date and (b) 15,633 of the restricted stock units were scheduled to vest over a three-year period with 33-1/3% vesting on each anniversary of the grant date, however, upon Mr. Rama’s departure from the Company, pursuant to the terms of a certain Separation Agreement, dated June 2, 2025, by and between the Company and Mr. Rama, the vesting of such restricted stock units was accelerated and vested in full on June 2, 2025. With respect to the grant to Mr. Hillo, (a) 15,485 of the restricted stock units vested immediately on the grant date and (b) 15,486 of the restricted stock units were scheduled to vest over a three-year period with 33-1/3% vesting on each anniversary of the grant date, however, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted stock units were accelerated and vested in full on February 3, 2026. All equity awards to our employees, including NEOs, 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. |
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, 2025 to the NEOs:
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(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Michael C. Battaglia(2) | 05/23/2023 | - | - | - | $- | - | 5,369 | $3,581 | - | $- | | Michael C. Battaglia(3) | 01/25/2024 | - | - | - | $- | - | 5,369 | $3,581 | - | $- | | Michael C. Battaglia(4) | 04/05/2024 | - | - | - | $- | - | 21,190 | $14,134 | - | $- | | Michael C. Battaglia(5) | 01/21/2025 | - | - | - | $- | - | 26,697 | $14,134 | - | $- | | Michael C. Battaglia(6) | 02/24/2025 | - | - | - | $- | - | 146,341 | $97,609 | - | $- | | 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(7) | 03/15/2023 | - | - | - | $- | - | 5,568 | $3,730 | - | $- | | Brendan S. Jones(8) | 04/05/2024 | - | - | - | $- | - | 56,292 | $37,547 | - | $- | | Brendan S. Jones(5) | 01/21/2025 | - | - | - | $- | - | 66,907 | $44,627 | - | $- | | Michael Bercovich (9) | 06/26/2025 | - | - | - | $- | - | 58,615 | $39,096 | - | $- | | 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 | 04/12/27 | - | $- | - | $- | | Michael P. Rama | 06/05/2020 | 50,000 | - | - | $2.20 | 02/07/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | 885 | - | - | $40.82 | 04/12/28 | - | $- | - | $- | | Michael P. Rama | 04/12/2021 | 884 | - | - | $40.82 | 04/12/29 | - | $- | - | $- | | 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(10) | 03/15/2023 | - | - | - | $- | - | 4,254 | $2,837 | - | $- | | Aviv Hillo(11) | 04/05/2024 | - | - | - | $- | - | 24,817 | $16,553 | - | $- | | Aviv Hillo(12) | 01/21/2025 | - | - | - | $- | - | 30,972 | $20,658 | - | $- |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated by multiplying the number of shares of Common Stock by $0.667, which is the quoted market price per share of our Common Stock as of December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These shares vest in full on April 15, 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (3) These shares vest in full on April 5, 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (4) These shares vest in two equal increments on April 5, 2026 and 2027, subject to immediate vesting upon an event constituting a change of control of the company. | | (5) These shares vest in three equal increments on January 21, 2026, 2027 and 2028, subject to immediate vesting upon an event constituting a change of control of the company. | | (6) These shares vest in three equal increments on February 24, 2026, 2027 and 2028, subject to immediate vesting upon an event constituting a change of control of the company. | | (7) These shares vest in full on March 15, 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (8) These shares vest in full on April 5, 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (9) These shares vest in full on June 26, 2026, subject to immediate vesting upon an event constituting a change of control of the company. | | (10) These shares were scheduled to vest in full on March 15, 2026, subject to immediate vesting upon an event constituting a change of control of the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted stock units were accelerated and vested in full on February 3, 2026. | | (11) These shares were scheduled to vest in two equal increments on April 5, 2026 and 2027, subject to immediate vesting upon an event constituting a change of control of the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted stock units were accelerated and vested in full on February 3, 2026. | | (12) These shares were scheduled to vest in three equal increments on January 21, 2026, 2027 and 2028, subject to immediate vesting upon an event constituting a change of control of the company. However, upon Mr. Hillo’s departure from the Company, pursuant to the terms of a certain Separation Agreement and General Release, dated February 3, 2026, by and between the Company and Mr. Hillo, the vesting of such restricted stock units were accelerated and vested in full on February 3, 2026. |
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 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, 2025:
Option Exercises and Stock Vested During 2025
| | 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 C. Battaglia | - | $- | 36,175 | $28,975 | | Brendan S. Jones | - | $- | 83,920 | $70,334 | | Michael Bercovich | - | $- | 29,074 | $20,137 | | Michael P. Rama | - | $- | 203,265 | $155,144 | | Aviv Hillo | - | $- | 42,367 | $35,806 |
Pension Benefits
Pension Benefits We have not adopted a pension plan and do not provide pension benefits to NEOs.
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.
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 the company’s employees and the annual total compensation of the chief executive officer during the 2025 fiscal year. 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, 2025, we had 320 full-time employees. We determined the total annual compensation for our employees for the year ended December 31, 2025 using data from our payroll records for the month of December 2025, which we then extrapolated for the full year of 2025. 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 CEO during the 2025 fiscal year was annualized based on Mr. Battaglia’s employment agreement entered into in January 2025. 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, 2025 was $55,800. For the year ended December 31, 2025, the ratio of our chief executive officer’s total annual compensation to that of our median employee was approximately 15:1. 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.
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 five most recently completed fiscal years.
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) | Summary Compensation Table Total for PEO – Michael Battaglia(3) | Compensation Actually Paid to PEO – Michael D. Farkas(4) | Compensation Actually Paid to PEO – Brendan S. Jones(4) | Compensation Actually Paid to PEO – Michael Battaglia(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compen- sation Actually Paid to Non-PEO NEOs(6) | Total Share- holder Return(7) | Peer Group Total Share- holder Return(8) | Net Loss (in thousands)(9) | Revenue (in thousands)(10) | | 2025 | | $222,465 | $805,635 | | $62,872 | $813,214 | $379,715 | $370,213 | $1.56 | $191.03 | $(83,385) | $103,520 | | 2024 | $- | $1,543,640 | | $- | $1,262,095 | | $798,892 | $676,127 | $3.25 | $136.79 | $(198,132) | $126,197 | | 2023 | $11,137,081 | $1,513,341 | | $8,317,523 | $1,022,033 | | $2,150,570 | $1,998,564 | $7.93 | $109.14 | $(203,693) | $140,598 | | 2022 | $15,877,812 | $- | | $4,187,889 | $- | | $1,585,440 | $614,106 | $25.66 | $88.13 | $(91,560) | $61,139 | | 2021 | $18,003,751 | $- | | $9,729,230 | $- | | $1,595,865.25 | $563,947 | $62.01 | $114.26 | $(55,119) | $20,940 |
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. | | (2) During (a) part of fiscal year 2023, (b) during fiscal year 2024 and (c) during part of fiscal year 2025, 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. | | (3) During part of fiscal year 2025, Mr. Battaglia 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. |
Pay Versus Performance
| (4) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Farkas, Jones and Battaglia 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, Jones and Battaglia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Jones’ and Battaglia’s total compensation for 2025 to determine the compensation actually paid: |
Pay Versus Performance
| 2025 | Mr. Jones | Mr. Battaglia | | Summary Compensation Table Total | $222,465 | $805,635 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(92,999) | $(37,107) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $44,627 | $99,815 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(44,725) | $(23,084) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $0 | $0 | | 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 | $(66,496) | $(32,045) | | 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 | $0 | | Compensation Actually Paid | $62,872 | $813,214 |
Pay Versus Performance
| (5) The dollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding (a) Mr. Farkas for 2021, 2022 and 2023, (b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Jones for (a) Mr. Farkas for 2021, 2022 and 2023, (b) Mr. Jones for 2024 and 2025, and (c) Mr. Battaglia for 2025) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Michael Bercovich, Michael Rama and Aviv Hillo; (ii) for 2024 and 2023, Michael Rama, Aviv Hillo, Harjinder Bhade and Michael Battaglia; and (iii) for 2022 and 2021, Brendan Jones, Michael Rama, Aviv Hillo and Harjinder Bhade. |
Pay Versus Performance
| (6) 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 5 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 2025 to determine the compensation actually paid: |
Pay Versus Performance
| Average Non-PEO NEOs | 2025 | | Summary Compensation Table Total | $379,715 | | Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(28,837) | | Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,886 | | Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(7,006) | | Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $32,723 | | 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 | $(13,269) | | 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 | | Average Compensation Actually Paid to Non-PEO NEOs | $370,213 |
Pay Versus Performance
| (7) 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, 2021. |
Pay Versus Performance
| (8) 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. |
Pay Versus Performance
| (9) The dollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (10) 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. |
Relationships Between Certain Data in the Pay Versus Performance Table
Relationships Between Certain Data in the Pay Versus Performance Table
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 five 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.
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 compensation actually paid to our Non-PEO NEOs and our net income during the five most recently completed fiscal years.
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 compensation actually paid to our Non-PEO NEOs and our revenue during the five most recently completed fiscal years.
Director Compensation Discussion
Director Compensation Discussion
Compensation of Directors
Compensation of Directors The following table provides information for 2025 regarding all compensation awarded to, earned by or paid to each person who served as a director for all or some portion of 2025:
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 ($) | | Martha J. Crawford | $102,500 | $165,213 | $- | $- | - | $- | $267,713 | | Jack Levine | $100,000 | $165,213 | $- | $- | - | $- | $265,213 | | Ritsaart J.M. van Montfrans | $150,700 | $198,255 | $- | $- | - | $- | $348,955 | | Kristina A. Peterson(2) | $47,411 | $- | $- | $- | - | $- | $47,411 | | Cedric L. Richmond(2) | $46,195 | $- | $- | $- | - | $- | $46,195 | | Total | $446,806 | $528,681 | $- | $- | $- | $- | $975,487 |
Compensation of Directors
| (1) Mr. van Montfrans was awarded 196,292 restricted stock units and each of Mr. Levine and Ms. Crawford was awarded 163,577 restricted stock units. These awards were granted on June 26, 2025 pursuant to the 2018 Plan with respect to service as a director during 2025-2026. The restricted stock units vest upon the earlier of (a) June 26, 2026 or (b) the date immediately preceding the next annual meeting of the stockholders of our company. | | (2) Ms. Peterson and Mr. Richmond did not stand for re-election to the Board at the June 26, 2025 annual meeting of stockholders. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board has nominated each of the four 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:
ELECTION OF DIRECTORS
| Name | Age | Director Since | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Ritsaart J.M. van Montfrans | 54 | 2019 | X | X (Chair) | X | | Michael C. Battaglia | 55 | 2025 | | | | | Jack Levine | 75 | 2019 | X (Chair) | X | X | | Glen Moller | 54 | 2026 | | | |
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.
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. Martha Crawford is not standing for reelection to the Board at this Annual Meeting.