DEF 14A of Marketwise, Inc.
Filed Apr 26, 2024 · FY20230001628280-24-018436
Forward Looking Statements
| Frank Porter Stansberry is the founder of MarketWise. Mr. Stansberry rejoined our Board in September 2023, and has served as our Chief Executive Officer and Chairman of the Board since October 2023. Mr. Stansberry also previously served as Chairman of the Board until 2020. In April 2022, Mr. Stansberry founded Porter & Company, an investment advisory boutique. In addition to his 25+ year career as a financial analyst and publisher, Mr. Stansberry is also the founder of OneBlade, Inc., a men's luxury shaving brand. Mr. Stansberry holds a B.A. in Political Science and Government from the University of Florida. We believe Mr. Stansberry is qualified to serve on our Board of Directors because he has founded several financial publishing companies including MarketWise and worked in a variety of roles in the financial publishing industry for more than 25 years. | | Michael Palmer has been our Managing Director and Copywriter since 2008 and has served as a member of our board of directors since July 2021. Mr. Palmer is responsible for helping to develop, train, and mentor copywriting teams at our various businesses, and to also write marketing copy from time to time for these businesses. Mr. Palmer started working in the consumer publishing industry more than 25 years ago, and has worked as an assistant editor, managing editor, copywriter, and head copywriter since then, hiring and training many of the top copywriters at MarketWise today. Mr. Palmer earned a B.A. in English from James Madison University and a M.A. in Publication Design from the University of Baltimore. We believe Mr. Palmer is qualified to serve on our Board of Directors due to his extensive experience in the consumer and financial publishing industry. | | Glenn H. Tongue has served as a member of our Board since May 2023. Mr. Tongue is the General Partner of Deerhaven Capital Management and the sole Portfolio Manager of the Deerhaven Fund. Previously he was a General Partner and Co-Manager of T2 Partners Management from April 2004 to July 2012 and was the co-manager of three private investment partnerships: the Tilson Growth Fund, the Tilson Offshore Fund and the T2 Qualified Fund. Mr. Tongue holds an M.B.A. from The Wharton School at the University of Pennsylvania and a B.S. in Electrical Engineering and Computer Science from Princeton University. We believe Mr. Tongue is qualified to serve on our Board of Directors due to his extensive finance experience. | | Matthew Smith has served as a member of our Board of Directors since May 2023. Mr. Smith is the founder of Royalty Exchange, Inc., where he has served on the board of directors since 2016 and previously served as the Chief Executive Officer from 2016 until 2021. Mr. Smith has also served on the board of directors of iTime Marketing, Inc. since 2002. Mr. Smith previously served as the Chief Executive Officer of Stansberry & Associates Investment Research, LLC ("Stansberry Research"), one of our financial publishing subsidiaries, from July 2012 until December 2015. Mr. Smith attended the University of Illinois from 1993 to 1995. We believe Mr. Smith is qualified to serve on our Board of Directors due to his prior experience with the Company and in the financial publishing industry. |
Forward Looking Statements
| David Eifrig has served as a member of our Board of Directors since May 2023. Dr. Eifrig joined MarketWise in 2008 and remains one of its most prolific editors. Dr. Eifrig previously spent a decade on wall street working for several major financial institutions, including Goldman Sachs, Chase Manhattan and Yamaichi. Dr. Eifrig received his B.A. in Psychology from the Carleton College in Minnesota, and later received a M.B.A. from Northwestern University’s Kellogg School of Management, graduating with a double major in Finance and International Business. Dr. Eifrig subsequently earned his M.D. from the University of North Carolina at Chapel Hill. We believe Dr. Eifrig is qualified to serve on our Board of Directors because of his extensive experience in the financial publishing industry. | | Van Simmons has served as a member of our Board of Directors since July 2021. Mr. Simmons has served as President of David Hall Rare Coins, Inc. since 1991. He also co-founded Collector’s Universe (NASDAQ: CLCT), the leading grading and authentication service to the collectibles market. Mr. Simmons also served on its board of directors from 1999 through 2018. As a rare coin dealer since 1979, Mr. Simmons is widely regarded as a leading authority on coin grading, having pioneered the coin grading standard in use today. Mr. Simmons holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. We believe Mr. Simmons is qualified to serve on our Board of Directors due to his experience building and managing a successful business and his previous corporate governance experience serving on the board of a public company. |
Board of Directors
Board of Directors Please see the biographies and term information for each director set forth in Proposal 1 of this proxy statement.
Board of Directors
| CORPORATE GOVERNANCE |
Board of Directors
| GENERAL |
Board of Directors
Our Board has adopted Corporate Governance Guidelines, a Code of Conduct and Business Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of MarketWise. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Conduct and Business Ethics in the “Governance” section of the “Investor Relations” page of our website located at www.investors.marketwise.com, or by writing to our Corporate Secretary at our offices at 1125 N. Charles Street, Baltimore, MD 21201.
Board of Directors
| BOARD COMPOSITION |
Board of Directors
| Our Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director will hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal from office. Directors may be removed by our stockholders only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of our then-outstanding voting stock entitled to vote in the election of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company. Our Board presently has seven (7) members. The current class structure is as follows: Class I, whose terms will expire at the 2025 Annual Meeting of Stockholders; Class II, whose terms will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose terms will expire at the 2024 Annual Meeting of Stockholders, and if elected at the Annual Meeting, whose subsequent terms will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are David Eifrig and Van Simmons; the current Class II Directors are Matthew Turner; and the current Class III Directors are F. Porter Stansberry, Michael Palmer, Glenn Tongue, and Matthew Smith. |
Board of Directors
| DIRECTOR INDEPENDENCE |
Board of Directors
| Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Van Simmons, Matthew Smith, Glenn Tongue, and Matthew Turner, representing four of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Global Market. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. |
Board of Directors
| BOARD DIVERSITY MATRIX |
Board of Directors
The Company does not have a policy regarding the consideration of diversity in identifying nominees for director. Instead, as discussed below, the Corporate Governance Committee identifies and considers all candidates equally who have demonstrated notable or significant achievements in business, education or public service; possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and who have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
Board of Directors
| Board Diversity Matrix (As of April 12, 2024) | | | | | | Total Number of Directors | 7 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | — | 3 | — | 4 | | Part II: Demographic Information | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | 4 | | | |
Board of Directors
| Board Diversity Matrix (As of May 19, 2023) | | | | | | Total Number of Directors | 10 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 1 | 7 | — | 2 | | Part II: Demographic Information | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 7 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | 1 | | | |
Board of Directors
| DIRECTOR CANDIDATES |
Board of Directors
The Nominating and Corporate Governance Committee is primarily responsible for identifying and reviewing the qualifications of potential director candidates, recommending to the Board those candidates to be nominated for election to the Board and filling vacancies on the Board. To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest, and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director. In accordance with our Corporate Governance Guidelines, in evaluating the suitability of individual candidates, the Nominating and Corporate Governance Committee will consider (i) minimum individual qualifications, including a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments and (ii) all other factors it considers appropriate, which may include experience in corporate management, experience as a board member of other public companies, relevant professional or academic experience, leadership skills, financial and accounting background, executive compensation background and whether the candidate has the time required to fully participate as a director of the Company. Our Corporate Governance Guidelines provide that the Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, MarketWise, Inc., 1125 N. Charles Street, Baltimore, MD 21201. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Board of Directors
| COMMUNICATIONS FROM INTERESTED PARTIES |
Board of Directors
The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate. Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the Board, the chairman of any of the Audit, Nominating and Corporate Governance, and Compensation Committees, or to the independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary of the Company, 1125 N. Charles Street, Baltimore, MD 21201, who will forward such communications to the appropriate party. Such communications may be done confidentially or anonymously.
Board of Directors
| BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT |
Board of Directors
Our Board exercises its discretion in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. We believe that we, like many U.S. companies, are well-served by a flexible leadership structure. Currently, the roles are combined, with Mr. Stansberry serving as Chairman of the Board and Chief Executive Officer. Our Board has determined that combining the roles of Chairman of the Board and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Mr. Stansberry and allows for a single, clear focus for management to execute the Company’s strategy and business plans. Our Board is comprised of individuals with extensive experience in finance, the publishing industry and public company management. For these reasons and because of the strong leadership of Mr. Stansberry as Chairman of the Board and Chief Executive Officer, our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to consider whether the positions of Chairman of the Board and Chief Executive Officer should be separated or combined at any given time as part of our succession planning process. Our Corporate Governance Guidelines provide that, whenever our Chairman of the Board is also our Chief Executive Officer or is a director that does not otherwise qualify as an independent director, the Board will elect a lead independent director to preside at the meetings of Independent Directors. The full list of responsibilities of our lead independent director may be found in our Corporate Governance Guidelines. Our current lead independent director is Glenn Tongue. Risk assessment and oversight are an integral part of our governance and management processes. Our management is responsible for our day-to-day risk management activities. Our Board oversees the implementation of risk mitigation strategies by management and encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks we face, including cybersecurity risks. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Board administers this oversight function, including the oversight of cybersecurity risks, directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.
Board of Directors
| ANTI-HEDGING POLICY |
Board of Directors
Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers, employees and contractors. The policy prohibits our directors, officers, employees, contractors and any entities they control from engaging in all hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving the Company’s equity securities.
Board of Directors
| CODE OF CONDUCT AND BUSINESS ETHICS |
Board of Directors
Our Board has adopted a Code of Conduct and Business Ethics that contain the ethical principles by which our Chief Executive Officer and Chief Financial Officer, among others, are expected to conduct themselves when carrying out their duties and responsibilities. A copy of our Code of Conduct and Business Ethics is available on our website at www.investors.marketwise.com. We will provide a copy of our Code of Conduct and Business Ethics to any person, without charge, upon request, by writing to, MarketWise, Inc., 1125 N. Charles Street, Baltimore, MD 21201 (telephone number (888) 261-2693). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Conduct and Business Ethics by posting such information on our website at www.marketwise.com.
Board of Directors
| ATTENDANCE BY MEMBERS OF THE BOARD OF DIRECTORS AT MEETINGS |
Board of Directors
Our Board of Directors — Shareholder Communication and Engagement Policy provides that each of our directors is expected to attend our Annual Meeting of Stockholders, absent a compelling reason. Nine directors who were on our Board at the time attended our 2023 Annual Meeting of Stockholders. There were twelve meetings of the Board during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, each director attended at least 75% of the aggregate of (i) all meetings of the Board and (ii) all meetings of the committees on which the director served during the period in which he or she served as a director. Under our Corporate Governance Guidelines, which is available on our website at www.investors.marketwise.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to regularly prepare for and attend meetings of the Board and all committees on which the director sits (including separate meetings of the independent directors), with the understanding that, on occasion, a director may be unable to attend a meeting. A director who is unable to attend a meeting of the Board or a committee of the Board is expected to notify the Chairman of the Board or the Chair of the appropriate committee in advance of such meeting, and, whenever possible, participate in such meeting via teleconference in the case of an in-person meeting.
Board of Directors
| EXECUTIVE SESSIONS |
Board of Directors
The independent members of the Board meet in regularly scheduled executive sessions. Such meetings are presided over by our Chair or lead independent director, as applicable.
Board of Directors
| COMMITTEES OF THE BOARD |
Board of Directors
Our Board has established three standing committees—Audit, Compensation and Nominating and Corporate Governance—each of which operates under a written charter that has been approved by our Board. The members of each of the committees is set forth below:
Board of Directors
| Audit Committee | Compensation Committee | Nominating and Governance Committee | | Glenn Tongue | Van Simmons | Matthew Turner | | Van Simmons | Matthew Smith | Van Simmons | | Matthew Turner | Glenn Tongue | Glenn Tongue |
Board of Directors
| AUDIT COMMITTEE |
Board of Directors
The Audit Committee’s responsibilities include: ▪appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; ▪overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm; ▪reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures; ▪assisting our Board in overseeing our internal control over financial reporting and disclosure controls and procedures; ▪reviewing the effectiveness of our risk management policies; ▪reviewing legal, regulatory and compliance matters that could have a significant impact on our financial statements; ▪meeting independently with our internal auditing staff, if any, and independent registered public accounting firm and management; ▪reviewing and approving or ratifying related-person transactions; and ▪preparing the audit committee report required by SEC rules. The members of our Audit Committee are Glenn Tongue, Van Simmons and Matthew Turner, each of whom meets the requirements for financial literacy under the Nasdaq rules. Glenn Tongue serves as the chairman of the committee. We undertook a review of the independence of the directors named above and have determined that each of the members of the Audit Committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable Nasdaq rules, and that Glenn Tongue is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and has the requisite financial sophistication as defined under the applicable Nasdaq rules. The Audit Committee met 6 times during the fiscal year ended December 31, 2023. Our Board adopted a written charter for the Audit Committee, which is available on our website.
Board of Directors
| COMPENSATION COMMITTEE |
Board of Directors
The Compensation Committee’s responsibilities include: ▪reviewing and approving the compensation of our Chief Executive Officer and other executive officers and, in the case of our Chief Executive Officer, recommending for approval by the Board the compensation of our Chief Executive Officer; ▪developing and administering our equity incentive plans; ▪reviewing and making recommendations to our Board with respect to director compensation; ▪reviewing and discussing annually with management, and recommending to our Board, our “Compensation Discussion and Analysis,” to the extent required; and ▪preparing the annual compensation committee report required by SEC rules, to the extent required. The members of our Compensation Committee are Van Simmons, Matthew Smith, and Glenn Tongue. Van Simmons serves as the chairman of the committee. We undertook a review of the independence of the directors named above and have determined that each of the members of the Compensation Committee is “independent” as defined under the applicable Nasdaq rules. We undertook a review and determined that Van Simmons, Matthew Smith, and Glenn Tongue are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. To the extent necessary or advisable for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a minimum of two compensation committee members shall qualify as “outside directors” within the meaning of such section. The Compensation Committee met 13 times during the fiscal year ended December 31, 2023. Our Board adopted a written charter for the Compensation Committee, which is available on our website.
Board of Directors
| NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
Board of Directors
The Nominating and Corporate Governance Committee’s responsibilities include: •identifying individuals qualified to become members of our Board; •recommending to our Board the persons to be nominated for election as directors and to each Board committee; •reviewing and recommending to our Board’s corporate governance principles, procedures, and practices, and reviewing and recommending to our Board proposed changes to our corporate governance principles, procedures, and practices from time to time; and •reviewing and making recommendations to our Board with respect to the composition, size and needs of our Board. The members of our Nominating and Corporate Governance Committee are Matthew Turner, Van Simmons, and Glenn Tongue. Matthew Turner serves as the chairman of the committee. We undertook a review of the independence of the directors named above and have determined that each of the members of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable Nasdaq rules. The Nominating and Corporate Governance Committee met 8 times during the fiscal year ended December 31, 2023. Our Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our website.
Board of Directors
| EXECUTIVE COMPENSATION |
Board of Directors
This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2023, our “named executive officers” and their positions were as follows: ▪F. Porter Stansberry, Chief Executive Officer and Chairman ▪Amber Mason, former Chief Executive Officer and former Director ▪Stephen Sjuggerud, former Interim Chief Executive Officer and former Director ▪Erik Mickels, Chief Financial Officer ▪Marco Galsim, Chief Information Officer ▪Marco Ferri, former Chief Business Development Officer; and ▪Gary Anderson, former General Counsel.
Board of Directors
| SUMMARY COMPENSATION TABLE |
Board of Directors
The following table sets forth information concerning the compensation of our named executive officers during the fiscal year ended December 31, 2023:
Board of Directors
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total | | F. Porter Stansberry, Chief Executive Officer and Chairman | 2023 | 1 | — | — | — | 107,550(1) | 107,551 | | Amber Mason, former Chief Executive Officer and former Director | 2023 | 388,656 | — | — | — | 1,733,000(2) | 2,121,656 | | Stephen Sjuggerud, former Interim Chief Executive Officer and former Director | 2023 | 284,274 | — | — | 188,000(3) | — | 472,274 | | | 2022 | 529,861 | — | — | — | 9,150 | 539,011 | | Erik Mickels, Chief Financial Officer | 2023 | 171,154 | 500,000(4) | 690,000(5) | — | 159,472(6) | 1,520,626 | | Marco Galsim, Chief Information Officer | 2023 | 418,654 | 127,532(7) | 222,500(5) | — | — | 768,686 | | | 2022 | 314,038 | 125,936(8) | 270,769(9) | — | 9,054 | 719,797 | | Marco Ferri, former Chief Business Development Officer | 2023 | 392,473 | — | — | 131,000(11) | 1,137,765(11) | 1,661,238 | | | 2022 | 500,000 | — | — | 343,000(12) | 9,150 | 852,150 | | Gary Anderson, former General Counsel | 2023 | 421,195 | — | — | — | 1,501,258(13) | 1,922,453 |
Board of Directors
______________ (1)Mr. Stansberry was appointed to the Board in September 2023, and accordingly, he earned cash retainer fees and was granted restricted stock units ("RSUs") as compensation for his Board service prior to his appointment as Chief Executive Officer in October 2023. The total includes cash retainer fees of $6,522 and RSUs of $101,028, which reflects the full grant-date fair value of the RSUs granted during 2023 in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating these amounts are described in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (2)Amount includes Ms. Mason’s relocation bonus of $400,000, as further described in “2023 Bonuses" below and the separation payment of $1,333,000 made in connection with Ms. Mason’s termination of employment, as further described in "Executive Compensation — Employment Agreements — Amber Mason." (3)Amount reflects Dr. Sjuggerud’s discretionary bonus, as further described in “2023 Bonuses." (4)Amount reflects Mr. Mickels’ cash incentive bonus, as further described in “2023 Bonuses.” (5)Amount reflects the full grant-date fair value of RSUs granted during 2023 in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating these amounts are described in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (6)Amount includes Mr. Mickels’ pro rata relocation bonus of $99,452 attributable to 2023, as further described in “2023 Bonuses” and Mr. Mickels' temporary housing reimbursement of $60,020. (7)Amount includes Mr. Galsim’s discretionary bonus of $125,000, as further described in “2023 Bonuses" and standard employee milestone and longevity awards of $2,532. (8)Amount includes Mr. Galsim’s discretionary bonus of $125,000, as further described in “2023 Bonuses" and standard employee milestone and longevity awards of $936. (9)Amount reflects the full grant-date fair value of RSUs granted during 2022 in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. Assumptions used in calculating these amounts are described in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. (10)Amount reflects Mr. Ferri’s acquisition bonus earned for 2023, as further described in “2023 Bonuses.” (11)Amount includes separation payment made in connection with Mr. Ferri’s termination of employment, as further described in "Executive Compensation — Employment Agreements — Marco Ferri." (12)Amount reflects Mr. Ferri’s acquisition bonus earned for 2022, as further described in “2022 Bonuses.” (13)Amount includes separation payment made in connection with Mr. Anderson’s termination of employment, as further described in "Executive Compensation — Employment Agreements — Gary Anderson."
Other Severance
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
Gary Anderson
| DIRECTOR COMPENSATION |
Gary Anderson
| Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total ($) | | F. Porter Stansberry (3) | 6,522 | 101,030 | 107,552 | | Van Simmons | 81,614 | 125,000 | 206,614 | | Matthew Smith | 41,076 | 140,000 | 181,076 | | Glenn Tongue | 53,775 | 140,000 | 193,775 | | Matthew Turner | 44,935 | 140,000 | 184,935 | | Manuel Borges | 34,500 | — | 34,500 | | Mark Gerhard | 78,929 | — | 78,929 | | Riaan Hodgson | 63,913 | — | 63,913 | | Paul Idzik | 46,500 | — | 46,500 |