(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
1. | To elect |
2. | To ratify the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
3. | To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and |
4. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors, | ||
Patti A. Smith | ||
Secretary |
Questions and Answers About the Annual Meeting and Voting | 1 |
Security Ownership of Certain Beneficial Owners and Management | 7 |
Proposals to be Voted On | 9 |
Proposal No. 1 – Election of Directors | 9 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | 14 |
Proposal No. 3 – Advisory Vote on Executive Compensation | 15 |
Corporate Governance | 16 |
Director Independence | 16 |
Board and Committee Meetings | 16 |
Board Committees | 16 |
Director Nominations | 17 |
Board Leadership Structure | 17 |
Board Role in Risk Oversight | 18 |
Stockholder Communications | 18 |
Code of Ethics | 18 |
Report of the Audit Committee | 19 |
Executive Compensation | 20 |
Overview | 20 |
Compensation Philosophy and Objectives | 20 |
Determination of Compensation Awards | 20 |
Compensation Benchmarking | 20 |
Elements of Compensation | 21 |
Summary Compensation Table | 22 |
Employment Agreements | 23 |
Outstanding Equity Awards at Fiscal-Year End | 24 |
Non-Employee Director Compensation | 25 |
Stockholder Proposals | 27 |
Proxy Solicitation | 28 |
Annual Report | 28 |
Q: What information is contained in this Proxy Statement? |
A: The information in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the Board and its committees, the compensation of directors and certain executive officers, and certain other required information. |
Q: What should I do if I receive more than one set of voting materials? |
A: You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive. |
Q: How may I obtain an additional set of proxy materials? |
A: All stockholders may write to us at the following address to request an additional copy of these materials: |
A: If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the "stockholder of record." If you are a stockholder of record, this Proxy Statement, our 2014 Form 10-K and a proxy card have been sent directly to you by the Company. |
Q: What am I voting on at the Annual Meeting? |
A: You are voting on the following proposals: |
· | To elect seven directors to serve until the |
· | To ratify the appointment of McGladrey LLP ("McGladrey") as our independent registered public accounting firm for the fiscal year ending December 31, |
· | To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers; and |
· | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Q: How do I vote? |
A: You may vote using any of the following methods: |
· | Proxy card or voting instruction card. Be sure to complete, sign and date the card and return it in the prepaid envelope. |
· | By telephone or the Internet. If you own shares held in street name, you will receive voting instructions from your bank, broker or other nominee and may vote by telephone or on the Internet if they offer those alternatives. |
· | In person at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you own shares held in street name, you must obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Annual Meeting. |
Q: What can I do if I change my mind after I vote my shares? A: If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by: |
· | Sending a written notice of revocation to our Corporate Secretary at 2525 Shader Rd., Orlando, Florida 32804; |
· | Submitting a new, proper proxy dated later than the date of the revoked proxy; or |
· | Attending the Annual Meeting and voting in person. |
Q: What if I return a signed proxy card, but do not vote for some of the matters listed on the proxy card? |
Q: Can my broker vote my shares for me on the election of directors? |
A: No. Brokers may not use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please provide voting instructions on the election of directors so your vote can be counted. |
Q: Can my shares be voted if I do not return my proxy card or voting instruction card and do not attend the Annual Meeting? |
A: If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares will not be voted. |
Q: What are the voting requirements with respect to each of the proposals? |
A: In the election of directors, the seven candidates receiving the highest number of affirmative ("FOR") votes cast will be elected. You may withhold votes from any or all nominees. All other proposals require the affirmative ("FOR") votes of a majority of the votes cast on the matter. Thus, abstentions will not affect the outcome of the votes on these proposals. |
A: A quorum will be present if at least a majority of the outstanding shares of our common stock entitled to vote, totaling 1,326,390 shares, is represented at the Annual Meeting, either in person or by proxy. |
Q: How can I attend the Annual Meeting? |
Q: How can I vote my shares in person at the Annual Meeting? |
A: Shares held in your name as the stockholder of record may be voted in person at the Annual Meeting. Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy card or voting instruction card as described herein so your vote will be counted if you later decide not to attend the Annual Meeting. |
A: If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close at the Annual Meeting. |
A: We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the "SEC") within four business days after the Annual Meeting. Q: How can I obtain the Company's corporate governance information? A: The following information is available in print to any stockholder who requests it and is also available on the Investor Relations portion of the Company's website, www.lglgroup.com: |
· | Certificate of Incorporation of The LGL Group, Inc. |
· | The LGL Group, Inc. By-Laws |
· | The charters of the following committees of the Board: the Audit Committee, the Nominating Committee and the Compensation Committee |
· | Our Business Conduct Policy |
Q: Who can help answer my questions? |
A: If you have any questions about the Annual Meeting or how to vote or revoke your proxy, please contact our proxy solicitor at: |
· | Each person who is known by us to beneficially own 5% or more of our common stock; |
· | Each of our directors and named executive officers; and |
· | All of our directors and executive officers, as a group. |
Common Stock Beneficially Owned(1) | Common Stock Beneficially Owned(1) | |||||||||||||||
Name and Address of Beneficial Owner | Shares | % | Shares | % | ||||||||||||
5% or Greater Stockholders: | ||||||||||||||||
Mario J. Gabelli | 461,817 | (2) | 16.9 | 465,417 | (2) | 17.1 | ||||||||||
Directors and Named Executive Officers: | ||||||||||||||||
Marc Gabelli | 394,190 | (3) | 14.5 | 397,305 | (3) | 14.8 | ||||||||||
Michael J. Ferrantino, Sr. | 46,969 | (4) | 1.7 | 87,380 | (4) | 3.2 | ||||||||||
Patrick J. Guarino | 18,004 | * | 21,119 | * | ||||||||||||
James Abel(9) | 5,284 | * | ||||||||||||||
Michael Chiu(9) | 7,063 | * | ||||||||||||||
Vincent Enright(9) | 6,284 | * | ||||||||||||||
Timothy Foufas | 16,004 | * | 19,119 | * | ||||||||||||
Donald H. Hunter | 3,977 | * | 7,092 | * | ||||||||||||
Manjit Kalha | 5,284 | * | 8,399 | * | ||||||||||||
Antonio Visconti | 3,115 | * | ||||||||||||||
Patti A. Smith | — | — | ||||||||||||||
R. LaDuane Clifton(5) | 7,435 | * | ||||||||||||||
Gregory P. Anderson | 53,641 | (5) | 2.0 | — | — | |||||||||||
R. LaDuane Clifton | 27,875 | (6) | 1.0 | |||||||||||||
James L. Williams(7) | — | — | ||||||||||||||
All executive officers and directors as a group (12 persons) | 584,575 | (8) | 21.5 | |||||||||||||
James L. Williams(5) | — | — | ||||||||||||||
All executive officers and directors as a group (11 persons) | 564,605 | (6) | 20.7 |
(2) Includes (i) 247,861 shares of common stock owned directly by Mario J. Gabelli; (ii) 96,756 shares owned by MJG-IV Limited Partnership, of which Mr. Gabelli is the general partner and has an approximate 5% interest; and (iii) 120,800 shares owned by GGCP, Inc., of which Mr. Gabelli is the chief executive officer, a director and controlling shareholder. Mr. Gabelli disclaims beneficial ownership of the shares owned by MJG-IV Limited Partnership and GGCP, Inc., except to the extent of his pecuniary interest therein. Mr. Gabelli's business address is 401 Theodore Fremd Avenue, Rye, New York 10580-1430. This disclosure is based solely on information in a Statement of Changes in Beneficial Ownership on Form 4 filed by Mr. Gabelli with the SEC on December 31, 2014. |
(4) Includes 42,380 shares of common stock and 45,000 |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Marc Gabelli | 47 | 2004 | Chairman of the Board, The LGL Group, Inc. (September 2004 to present); Director, GAMCO Investors, Inc. (November 2014 to present), a publicly-traded registered investment advisor and broker dealer; Managing Partner, Horizon Research (January 2013 to present), an investment management and research services provider; Chief Executive Officer, Gabelli Securities International Ltd. (1994 to present), a global alternative asset management platform and merchant advisor; President and Managing Director, GGCP, Inc. (1999 to present), a private corporation that makes investments for its own account; Managing Member, Commonwealth Management Partners LLC (2008 to present), and Director and Managing Partner, GAMA Funds Holdings GmbH (2009 to present). Mr. Gabelli brings to the Board his extensive knowledge of the Company's business and industry due to his longstanding service on the Board, as well as his financial expertise and leadership experience as an executive of various investment firms. |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Michael J. Ferrantino, Sr. | 72 | 2014 | Executive Chairman of the Board and Chief Executive Officer, The LGL Group, Inc. (June 2014 to present); Executive Chairman of the Board, M-tron Industries, Inc. (October 2013 to present); Executive Vice Chairman of the Board, The LGL Group, Inc. (October 2013 to June 2014); President and Chief Executive Officer, Valpey-Fisher Corporation (September 2002 to November 2009), a provider of electronic components used in communications, medical, defense and aerospace, industrial and computer applications for OEMs and contract manufacturers worldwide; President, Micro Networks Division, Integrated Circuit Systems, Inc. (January 2002 to September 2002), a supplier of precision timing devices for optical networking, wireless infrastructure and high end network servers using surface acoustic wave and RF technology; President and Chief Executive Officer, Micro Networks Corporation (pre-2000 to January 2002); and Chairman of the Board of Directors, Micro Networks Corporation (April 2000 to January 2002). Currently, Mr. Ferrantino serves as the Chairman of the Board of Directors for Spectra Analysis Instruments, Inc., a developer and manufacturer of next-generation molecular analysis instrumentation. Mr. Ferrantino brings to the Board his extensive knowledge and leadership experience in the RF/microwave integrated system and frequency control industries. |
Timothy Foufas | 46 | 2007 | Managing Partner, Plato Foufas & Co. LLC (2005 to present), a financial services company; President, Levalon Properties LLC (2007 to present), a real estate property management company; Senior Vice President, Bayshore Management Co. LLC (2005 to 2006), a real estate property management company; Director of Investments, Liam Ventures Inc. (2000 to 2005), a private equity investment firm; Director, ICTC Group, Inc. (2010 to 2013), a rural local exchange carrier headquartered in Nome, ND. Mr. Foufas brings to the Board his management skills and expertise in financial, investment and real estate matters. |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Marc Gabelli | 46 | 2004 | Chairman of the Board, The LGL Group, Inc. (September 2004 to present); Managing Partner, Horizon Research (January 2013 to present), an investment management and research services provider; Chief Executive Officer, Gabelli Securities International Ltd. (1994 to present), a global alternative asset management platform and merchant advisor; Managing Director and President, GGCP, Inc. (1999 to present), a private corporation that makes investments for its own account; Managing Member, Commonwealth Management Partners LLC (2008 to present), which is the managing member of Venator Global LLC, which is the general partner of Venator Merchant Fund, LP, an investment management vehicle; Director, IFIT Group, a Zurich based financial services administration firm; and Director and Managing Partner, GAMA Funds Holdings GmbH. Mr. Gabelli brings to the Board his extensive knowledge of the Company's business and industry due to his longstanding service on the Board, as well as his financial expertise and leadership experience as an executive of various investment firms. |
Michael J. Ferrantino, Sr. | 71 | 2014 | Executive Chairman of the Board and Chief Executive Officer, The LGL Group, Inc. (June 2014 to present); Executive Vice Chairman of the Board, The LGL Group, Inc. and Executive Chairman of the Board, M-tron Industries, Inc. (October 2013 to present); President and Chief Executive Officer, Valpey-Fisher Corporation (September 2002 to November 2009), a provider of electronic components used in communications, medical, defense and aerospace, industrial and computer applications for OEMs and contract manufacturers worldwide; President – Micro Networks Division, Integrated Circuit Systems, Inc. (January 2002 to September 2002), a supplier of precision timing devices for optical networking, wireless infrastructure and high end network servers using surface acoustic wave and RF technology; President and Chief Executive Officer, Micro Networks Corporation (pre-2000 to January 2002); and Chairman of the Board of Directors of Micro Networks Corporation (April 2000 to January 2002). Currently, Mr. Ferrantino serves as the Chairman of the Board of Directors for Spectra Analysis Instruments, Inc., a developer and manufacturer of next-generation molecular analysis instrumentation. Mr. Ferrantino brings to the board his extensive knowledge and leadership experience in the RF/microwave integrated system and frequency control industries. |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Patrick J. Guarino | 73 | 2006 | Managing Partner, August Properties LLC (2005 to present), a private investment company with real estate and securities holdings; Managing Partner, Independent Board Advisory Services, LLC (2002 to 2005), a corporate governance consulting firm; Retired Executive Vice President, Ultramar Diamond Shamrock Corporation (1996 to 2000), a NYSE, Fortune 200, international petroleum refining and marketing company; Senior Vice President and General Counsel, Ultramar Corporation (1992 to 1996), a NYSE, Fortune 200, international petroleum and marketing company; Senior Vice President and General Counsel, Ultramar PLC (1986 to 1992), a London Stock Exchange listed international, integrated oil company. Mr. Guarino brings to the Board valuable knowledge of and fluency with legal and corporate governance matters, and the perspective of a former General Counsel of a public company. |
Donald H. Hunter | 58 | 2013 | Principal, Donald Hunter LLC (April 2007 to present), a consulting practice based in Wellesley, MA; Chief Operating Officer and Chief Financial Officer, Harbor Global Company Limited (October 2000 to December 2006), a public company that owned international investment management and natural resources subsidiaries; Chief Operating Officer, Pioneer Global Investments, a former Division of the Pioneer Group, Inc. (August 1998 to October 2000), a company that provided investment management services and owned several natural resources investments; Manager of International Finance, the Pioneer Group, Inc. (January 1991 to August 1998). Currently, Mr. Hunter also is a director of Columbia Laboratories, Inc., a specialty pharmaceuticals company (NASDAQ: CBRX), where he serves as Chairman of the Audit Committee, and a director of LICT Corporation, an integrated provider of broadband and voice services (OTC PK: LICT). Mr. Hunter brings to the Board financial, operating, corporate development, international and mergers and acquisition experience. |
Manjit Kalha | 40 | 2011 | Managing Partner, Horizon Research (August 2012 to present), a firm that provides investment management and research services; Chief Executive Officer, Horizon AMC (June 2008 to present), a firm that provides investment management and consulting services; Chief Executive Officer and Director, Jeet Associates Private Limited (December 2006 to present), a consulting firm based in New Delhi that provides business strategy, finance, and taxation advisory services; Co-founder and Chief Operating Officer, Radiant Polymers Private Limited (2001 to 2006), a manufacturing company of high quality specialty plastic components. Mr. Kalha brings to the Board his experience in management and manufacturing operations, and an extensive knowledge of global financial markets. |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Timothy Foufas | 46 | 2007 | Managing Partner, Plato Foufas & Co. LLC (2005 to present), a financial services company; President, Levalon Properties LLC (2007 to present), a real estate property management company; Senior Vice President, Bayshore Management Co. LLC (2005 to 2006), a real estate property management company; Director of Investments, Liam Ventures Inc. (2000 to 2005), a private equity investment firm; Director, ICTC Group, Inc. (2010 to 2013), a rural local exchange carrier headquartered in Nome, ND. Mr. Foufas brings to the Board his management skills and expertise in financial, investment and real estate matters. |
Patrick J. Guarino | 72 | 2006 | Lead Independent Director, The LGL Group, Inc. (August 2012 to present); Managing Partner, August Properties LLC (2005 to present), a private investment company with real estate and securities holdings; Managing Partner, Independent Board Advisory Services, LLC (2002 to 2005), a corporate governance consulting firm; Retired Executive Vice President, Ultramar Diamond Shamrock Corporation (1996 to 2000), a NYSE, Fortune 200, international petroleum refining and marketing company; Senior Vice President and General Counsel, Ultramar Corporation (1992 to 1996), a NYSE, Fortune 200, international petroleum and marketing company; Senior Vice President and General Counsel, Ultramar PLC (1986 to 1992), a London Stock Exchange listed international, integrated oil company. Mr. Guarino brings to the Board valuable knowledge of and fluency with legal and corporate governance matters, and the perspective of a former General Counsel of a public company. |
Name | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies | Age | Director Since | Offices and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years, and Directorships in Public Corporations and Investment Companies |
Donald H. Hunter | 57 | 2013 | Principal, Donald Hunter LLC (April 2007 to present), a consulting practice based in Wellesley, MA; Chief Operating Officer and Chief Financial Officer, Harbor Global Company Limited (October 2000 to December 2006), a public company that owned international investment management and natural resources subsidiaries; Chief Operating Officer, Pioneer Global Investments, a former Division of the Pioneer Group, Inc. (August 1998 to October 2000), a company that provided investment management services and owned several natural resources investments; Manager of International Finance, the Pioneer Group, Inc. (January 1991 to August 1998). Currently, Mr. Hunter is a director of Columbia Laboratories, Inc., a specialty pharmaceuticals company (NASDAQ: CBRX), where he serves as Chairman of the Audit Committee; and LICT Corporation, an integrated provider of broadband and voice services (OTC PK: LICT). Mr. Hunter brings to the Board financial, operating, corporate development, international and mergers and acquisition experience. | |||
Manjit Kalha | 39 | 2011 | Managing Partner, Horizon Research (August 2012 to present), a firm that provides investment management and research services; Chief Executive Officer, Horizon AMC (June 2008 to present), a firm that provides investment management and consulting services; Chief Executive Officer and Director, Jeet Associates Private Limited (December 2006 to present), a consulting firm based in New Delhi that provides business strategy, finance, and taxation advisory services; Co-founder and Chief Operating Officer, Radiant Polymers Private Limited (2001 to 2006), a manufacturing company of high quality specialty plastic components. Mr. Kalha brings to the Board his experience in management and manufacturing operations, and an extensive knowledge of global financial markets. | |||
Antonio Visconti | 54 | Vice President of Technology and Market Development, Hittite Microwave Corporation (2011 – 2014) a leader in high performance integrated circuits (ICs), modules, and subsystems for radio frequency (RF) microwave and millimeter-wave applications; Business Director Precision Control Group, Maxim Integrated Products (2010 – 2011) a leading manufacturer of linear and mixed-signal ICs; Chief Executive Officer and Founder, Aczent Inc. (2008 to 2011) a developer of analog solutions for industrial applications, acquired in 2011 by major semiconductor manufacturer; Vice President and General Manager, National Semiconductor's Data Conversion division (2002 – 2008). Mr. Visconti has over 25 years of experience in the high technology industry and brings to the board engineering, business development and technology acquisition expertise. | 55 | 2014 | Vice President of Technology and Market Development, Hittite Microwave Corporation (October 2011 to August 2014), a leader in high performance integrated circuits (ICs), modules, and subsystems for RF microwave and millimeter-wave applications; Business Director Precision Control Group, Maxim Integrated Products (2010 to 2011), a leading manufacturer of linear and mixed-signal ICs; Chief Executive Officer and Founder, Aczent Inc. (2008 to 2011), a developer of analog solutions for industrial applications, acquired in 2011 by major semiconductor manufacturer; and Vice President and General Manager, National Semiconductor's Data Conversion division (2002 to 2008). Mr. Visconti has over 25 years of experience in the high technology industry and brings to the Board engineering, business development and technology acquisition expertise. |
Name | Age | Officers and Positions Held With the Company, Business Experience and Principal Occupation for the Last Five Years |
Michael J. Ferrantino, Sr. | Mr. Ferrantino's business experience, including his term in office, is listed in the section above titled "Directors." | |
Patti A. Smith | 50 | Chief Financial Officer, Secretary and Treasurer, The LGL Group, Inc. July 2011). |
AUDIT COMMITTEE | ||
Donald Hunter (Chairman) | ||
Timothy Foufas | ||
Manjit Kalha |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Gregory P. Anderson(2) | 2013 | 206,154 | (3) | 5,658 | (4) | 17,325 | (5) | 33,550 | (6) | 42,472 | (7) | 305,159 | |||||||||||||
Chief Executive Officer | 2012 | 211,530 | (3) | 11,667 | (4) | 18,003 | (8) | 60,979 | (9) | 43,616 | (10) | 345,795 | |||||||||||||
R. LaDuane Clifton | 2013 | 169,442 | (11) | 4,200 | (12) | 12,950 | (5) | 11,184 | (6) | — | 197,776 | ||||||||||||||
Chief Financial Officer | 2012 | 167,476 | (11) | 8,750 | (12) | 13,504 | (8) | 36,587 | (9) | — | 226,317 | ||||||||||||||
James L. Williams(13) | 2013 | 110,000 | — | — | — | 13,337 | (14) | 123,337 | |||||||||||||||||
Corporate Controller |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
Michael J. Ferrantino, Sr. | 2014 | 144,000 | — | 10,000 | (2) | 112,479 | (2) | 4,537 | (3) | 274,592 | |||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||
R. LaDuane Clifton(4) | 2014 | 175,154 | (5) | — | — | 12,375 | (6) | — | 187,529 | ||||||||||||||||
Former Chief Financial Officer | 2013 | 169,442 | (5) | 4,200 | (7) | 12,950 | (8) | 11,184 | (9) | — | 197,776 | ||||||||||||||
Gregory P. Anderson(10) | 2014 | 199,159 | (11) | — | — | 15,000 | (6) | 21,868 | (12) | 236,027 | |||||||||||||||
Former Chief Executive Officer | 2013 | 206,154 | (11) | 5,658 | (7) | 17,325 | (8) | 33,550 | (9) | 42,472 | (12) | 305,159 | |||||||||||||
James L. Williams(13) | 2014 | 59,170 | (14) | 1,650 | (7) | — | — | — | 60,820 | ||||||||||||||||
Former Corporate Controller | 2013 | 110,000 | — | — | — | 13,337 | (15) | 123,337 |
(1) | Reflects the aggregate grant date fair value of stock awards or option awards granted in the applicable year, computed in accordance with Financial Accounting Standard Board Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to calculate these amounts, please see Note E – Stock-Based Compensation in the accompanying Notes to |
(2) | On June 11, 2014, the Company granted Mr. |
(3) | Mr. |
(4) | Mr. Clifton served as the Company's Chief Financial Officer from December 2012 to March 2015. |
(5) | Mr. Clifton's salary includes one-time payouts of |
On March 13, 2014, the Company granted Mr. Clifton and Mr. Anderson discretionary awards of options to purchase 6,589 and 7,987 shares of common stock, respectively, under the 2011 Incentive Plan with a grant date fair value of $12,375 and $15,000, respectively. The options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. |
(7) | On March 29, |
On March 26, 2013, the Company granted Mr. |
On March 26, 2013, the Company granted Mr. |
(11) | Mr. Anderson's 2014 salary included $100,000 of severance payments. In addition, his salary included one-time payouts of paid time-off ("PTO") of $9,931 and $6,154, for 2014 and 2013, respectively. |
(12) | For 2014 and 2013, Mr. Anderson was reimbursed $21,868 and $31,470, respectively, for living expenses incurred in connection with performing his duties at the corporate headquarters in Orlando, FL. These amounts also include a reimbursement for the personal income tax expense arising from these expenses. |
(13) | Mr. Williams served as the Company's Corporate Controller from January 2013 to May 2014. |
(14) | Mr. William's 2014 salary included $8,461 of severance payments and a one-time payout of PTO of $1,213. |
(15) | Mr. Williams was reimbursed for costs incurred in connection with relocating to the Company's headquarters in Orlando, Florida in the amount of $13,337. |
Option Awards | Stock Awards | ||||||||||||||||||||
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | |||||||||||||||
Gregory P. Anderson | — | 14,399 | (1) | 7.26 | 3/26/18 | — | — | ||||||||||||||
7,500 | (2) | 17,500 | (2) | 10.00 | 8/09/17 | — | — | ||||||||||||||
15,000 | (3) | 10,000 | (3) | 22.50 | 3/14/16 | — | — | ||||||||||||||
2,982 | (4) | 16,133 | (4) | ||||||||||||||||||
1,493 | (5) | 8,077 | (5) | ||||||||||||||||||
R. LaDuane Clifton | — | 4,800 | (1) | 7.26 | 3/26/18 | — | — | ||||||||||||||
4,500 | (2) | 10,500 | (2) | 10.00 | 8/09/17 | — | — | ||||||||||||||
6,000 | (3) | 4,000 | (3) | 22.50 | 3/14/16 | — | — | ||||||||||||||
2,229 | (4) | 12,058 | (4) | ||||||||||||||||||
1,120 | (5) | 6,059 | (5) | ||||||||||||||||||
James L. Williams | — | — | — | — | — | — | |||||||||||||||
— | — |
Option Awards | Stock Awards | ||||||||||||||||
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | |||||||||||
Michael J. | 45,000 | (1) | 30,000 | (1) | 4.90 | 6/11/2019 | |||||||||||
Ferrantino, Sr. | — | 1,558 | (2) | 3.53 | 12/11/2019 | ||||||||||||
R. LaDuane Clifton(9) | — | 6,589 | (3) | 5.82 | 3/13/19 | ||||||||||||
1,440 | (4) | 3,360 | (4) | 7.26 | 3/26/18 | ||||||||||||
9,000 | (5) | 6,000 | (5) | 10.00 | 8/09/17 | ||||||||||||
10,000 | (6) | — | 22.50 | 3/14/16 | |||||||||||||
1,560 | (7) | 8,393(7) | |||||||||||||||
1,120 | (8) | 3,443(8) |
(2) On December 11, 2014, Mr. Ferrantino, as a director of the Company, received a retainer in the form of options to purchase 1,558 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $1,424. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. (3) On March 13, 2014, the Company granted Mr. Clifton options to purchase 6,589 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $12,387. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. (4) On March 26, 2013, the Company granted Mr. Clifton options to purchase 4,800 shares of common stock under the 2011 Incentive Plan with a grant date fair value of $11,184. These options vest as follows: 30% on the first anniversary of the grant date; an additional 30% on the second anniversary of the grant date; and the remaining 40% on the third anniversary of the grant date. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | |||||||||||||||||||||
Marc Gabelli | 85,250 | 10,003 | 95,253 | 19,000 | 10,000 | 1,424 | 30,424 | |||||||||||||||||||||
Michael J. Ferrantino, Sr. | — | 10,003 | 10,003 | |||||||||||||||||||||||||
Patrick J. Guarino | 59,500 | 10,003 | 69,503 | 22,250 | 10,000 | 1,424 | 33,674 | |||||||||||||||||||||
James Abel | 25,750 | 10,003 | 35,753 | |||||||||||||||||||||||||
Michael Chiu | 24,750 | 10,003 | 34,753 | |||||||||||||||||||||||||
Vincent Enright | 26,000 | 10,003 | 36,003 | |||||||||||||||||||||||||
Timothy Foufas | 25,750 | 10,003 | 35,753 | 26,250 | 10,000 | 1,424 | 37,674 | |||||||||||||||||||||
Donald H. Hunter | 22,000 | 20,003 | 42,003 | 25,250 | 10,000 | 1,424 | 36,674 | |||||||||||||||||||||
Manjit Kalha | 25,750 | 10,003 | 35,753 | |||||||||||||||||||||||||
Manjit Kalha(1) | 47,550 | 10,000 | 1,424 | 58,974 | ||||||||||||||||||||||||
Antonio Visconti(2) | 5,500 | 10,000 | 1,424 | 16,924 | ||||||||||||||||||||||||
James Abel(3) | 16,000 | — | — | 16,000 | ||||||||||||||||||||||||
Michael Chiu(3) | 15,250 | — | — | 15,250 | ||||||||||||||||||||||||
Vincent Enright(3) | 18,250 | — | — | 18,250 |
(1) | Mr. Kalha served as the India Investment Committee Chairman during 2014. The committee was formed to advise and assist the Company's management in its pursuit of certain strategic investment opportunities related to the Company's operations in India. |
(2) | Mr. Visconti was first elected to the Board on October 21, 2014. |
(3) | Messrs. Abel, Chiu and Enright did not stand for re-election to the Board at the 2014 Annual Meeting held on October 21, 2014. |