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Ronald J. Casciano Chief Executive Officer and President | PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413 |
Important Notice of Internet Availability of Proxy Materials for the Shareholder Meeting to be held at 10:00 AM local time on May 28, 2015: The Proxy Statement, Proxy Card and the 2014 Annual Report on Form 10-K are available at: www.partech.com/investors/proxy You can access Internet voting at: www.investorvote.com/PAR You can access toll free Telephone voting at: 1-800-652-VOTE (8683) |
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A-1 |
· | Date and Time: | Thursday, May |
·Place: | 5218 Patrick Road Verona, New York | |
·Record Date: |
· | Call to Order |
· | Report of Operations |
· | Questions |
· | Election of Directors |
· |
· | Non-binding advisory vote |
· | Transact such other business as may properly come before the |
Matter | Recommended Vote | Page Reference for more detail | |
·Election of Directors | FOR the Director Nominees | 3 | |
·Approval of the PAR Technology Corporation 2015 Equity Incentive Plan | FOR | 27 | |
·Non-binding advisory vote regarding the compensation of the | FOR | ||
1. | To elect |
2. | To approve the PAR Technology Corporation 2015 Equity Incentive Plan; |
3. | To obtain a non-binding advisory vote regarding the compensation of the |
4. | To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Annual Meeting. |
BY ORDER OF THE BOARD OF DIRECTORS | |
/s/ Viola A. Murdock | |
Secretary |
1. | To elect |
2. | To approve the PAR Technology Corporation 2015 Equity Incentive Plan; |
3. | To obtain a non-binding advisory vote regarding the compensation of the |
4. | To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Annual Meeting. |
Nominees for Director | Age | Director Since |
Ronald J. Casciano | 61 | 2013 |
Paul D. Eurek | 55 | 2014 |
Dr. John W. Sammon | 76 | 1968 |
Todd E. Tyler | 52 | 2014 |
Nominees for Director | Age | Director Since | Upon Election, Term Will Expire |
Ronald J. Casciano | 59 | 2013 | 2015 Annual Meeting of Shareholders |
Dr. John W. Sammon | 74 | 1968 | 2016 Annual Meeting of Shareholders |
Continuing Directors | Age | Director Since | Term Expires |
Kevin R. Jost | 58 | 2004 | 2014 Annual Meeting of Shareholders |
James A. Simms | 53 | 2001 | 2014 Annual Meeting of Shareholders |
Sangwoo Ahn | 74 | 1986 | 2015 Annual Meeting of Shareholders |
Name | Age | Positions held |
Ronald J. Casciano (1) | 61 | Chief Executive Officer, President and Treasurer, PAR Technology Corporation |
Lawrence W. Hall (2) | 55 | President, PAR Springer-Miller Systems, Inc. |
Stephen P. Lynch (3) | 58 | President, PAR Government Systems Corporation and Rome Research Corporation |
Viola A. Murdock (4) | 59 | · Vice President, General Counsel & Secretary, PAR Technology Corporation · Senior Corporate Counsel, Acting Secretary, PAR Technology Corporation |
Karen E. Sammon (5) | 50 | President, ParTech, Inc. |
Matthew J. Trinkaus (6) | 32 | · Corporate Controller and Chief Accounting Officer, PAR Technology Corporation · Assistant Corporate Controller, PAR Technology Corporation |
(1) | On March 25, 2013, Mr. Casciano was named Chief Executive Officer and President and continues to hold the office of Treasurer of PAR Technology Corporation. Mr. Casciano, a Certified Public Accountant, had been Vice President, Chief Financial Officer and Treasurer of the Company since June 1995. In 2012, he was promoted to Senior Vice President. Mr. Casciano held the office of Chief Accounting Officer of the Company from 2009 to May 2012. |
(2) | Mr. Hall was named President, PAR Springer-Miller Systems, Inc., a wholly owned subsidiary of the Company and part of the Company’s Hospitality business segment, in August 2008. Prior to joining the Company, Mr. Hall was President and Chief Executive Officer of Hotel Booking Solutions, Inc. |
(3) | Mr. Lynch was named President of two of the Company’s wholly owned subsidiaries in its Government business segment, PAR Government Systems Corporation and Rome Research Corporation, in January 2008. Prior to his appointment, Mr. Lynch served as Executive Vice President of PAR Government Systems Corporation from July 2006 to January 2008. |
(4) | Ms. Murdock was named Vice President, General Counsel & Secretary of the Company effective September 17, 2014. Prior to her promotion Ms. Murdock served as Senior Corporate Counsel since 1996 and Acting Secretary since 2013. |
(5) | Ms. Sammon was named President, ParTech, Inc., a wholly owned subsidiary and part of the Company’s Hospitality business segment focusing on restaurant and retail products, in April 2013. Ms. Sammon is the former Senior Vice President of The CBORD Group, Inc. (“CBORD”) which she joined in 2010. CBORD is a provider of cashless card solutions, food and nutrition service management software, and integrated security solutions for colleges and universities, healthcare facilities, supermarkets, and corporations. While at CBORD, Ms. Sammon had responsibility for strategic planning and P&L management of the US and Asia-Pacific operations. Prior to joining CBORD, Ms. Sammon held a variety of positions with ParTech, Inc. from 1993 to 2010, including Chief Product & Strategy Officer; President, PAR Software Solutions; Vice President, Business Development and Director of Marketing. Ms. Sammon is the daughter of Dr. John W. Sammon, Director, Chairman Emeritus and Founder of the Company and the sister of John W. Sammon, III, who serves as Vice President and General Manager of the SureCheck® business within ParTech, Inc. |
(6) | Mr. Trinkaus was named Chief Accounting Officer effective March 31, 2015. A Certified Public Accountant, Mr. Trinkaus holds this position concurrent with the position of Corporate Controller which he has held since January 1, 2015. Mr. Trinkaus joined the Company in January of 2013, as Assistant Corporate Controller. Before joining the Company, Mr. Trinkaus served as Vice President, Assistant Corporate Controller with NBT Bancorp, beginning in November 2011. From April 2010 to November 2011, Mr. Trinkaus worked as a Senior Audit Associate with KPMG LLP. |
Name | Age | Positions |
Robert P. Jerabeck (1) | 59 | Executive Vice President and Chief Operating Officer, PAR Technology Corporation |
Steven M. Malone (2) | 34 | · Vice President, Corporate Controller and Chief Accounting Officer, PAR Technology Corporation · Controller, ParTech, Inc. |
(1) | Mr. Jerabeck was appointed Executive Vice President and Chief Operating Officer of the Company in April 2013. Prior to joining the Company, Mr. Jerabeck, held various positions with a unit of Honeywell International Inc., Honeywell Scanning and Mobility, a global supplier of data collection and management solutions for in-premises, mobile and wireless applications. From March 2012 until joining the Company, Mr. Jerabeck served as Director, Quality Assurance, and, from May 2011 through September 2012, he led the integration of the EMS Global Tracking and LXE businesses acquired by Honeywell Scanning and Mobility. Mr. Jerabeck served as Chief Technology Officer for Honeywell Scanning and Mobility from January 2008 to May 2011. Mr. Jerabeck separated from the Company on April 15, 2015 when the Company eliminated the position of Chief Operating Officer. |
(2) | Mr. Malone, a Certified Public Accountant, was named Vice President and Chief Accounting Officer of the Company in May 2012. Mr. Malone held these positions concurrently with the position of Controller, ParTech, Inc. a position he held since August 2014 and Corporate Controller, a position he held from June 2010 through December 31, 2014. Mr. Malone joined the Company in May 2009 as the Director of Financial Analysis and Planning. Mr. Malone separated from the Company on March 31, 2015 to pursue another opportunity. |
Name | Executive | Audit | Compensation | Nominating and Corporate Governance |
Mr. Ahn | Chair | Chair | X | X |
Mr. Jost | X | X | Chair | X |
Dr. Nielsen* | X | X | X | |
Dr. Sammon | X | |||
Mr. Simms | X | X | Chair | |
2012 Meetings | 1 | 7 | 9 | 1 |
Name | Audit | Compensation | Nominating & Corporate Governance |
Meetings Held in 2014 | 4 | 6 | 2 |
Current Members | |||
John S. Barsanti(1) | Chair | X | X |
Paul D. Eurek(2) | X | Chair | X |
Todd E. Tyler(3) | X | X | Chair |
Members through May 22, 2014 | |||
Sangwoo Ahn | Chair | X | X |
Kevin R. Jost | X | Chair | X |
James A. Simms | X | X | Chair |
(1) | The effective dates of Director Barsanti’s committee assignments coincide with the date of his appointment to the Board on July 2, 2014. |
(2) | The effective dates of Director Eurek’s committee assignments coincide with the date of his appointment to the Board on July 22, 2014. |
(3) | The effective dates of Director Tyler’s committee assignments coincide with the date of his appointment to the Board on July 28 2014. |
· | identify and recommend qualified nominees for election to the Board |
· | develop and recommend to the Board a set of corporate governance principles, as set forth in the Company’s Corporate Governance Guidelines; |
· | adopt a corporate code of ethics and conduct, as set forth in the Company’s Code of Business Conduct and Ethics; and |
· | monitor the compliance with, and periodically review and make recommendations to the Board regarding the Company’s governance. |
· | the highest character and integrity with a record of substantial achievement; |
· | demonstrated ability to exercise sound judgment generally based on broad experience; |
· | active and former business leaders with accomplishments demonstrating special expertise; |
· | skills compatible with the |
· | diversity reflecting a variety of personal and professional |
· | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
· | full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and other public communications; |
· | compliance with applicable governmental laws, rules and regulations; |
· | the prompt internal reporting of violations of the Code to the appropriate person(s) identified in the Code; and |
· | accountability in connection with adherence to the Code. |
(Chairman) |
BDO USA, LLP | KPMG LLP | BDO USA, LLP | ||||||||||
Type of Fees | 2012 | 2012 | 2011 | 2014 | 2013 | |||||||
Audit Fees | $350,000 | $99,000 | $546,000 | $ | 419,000 | $ | 389,000 | |||||
Audit-Related Fees | 0 | 0 | $291,000 | 0 | 0 | |||||||
Tax Fees | 0 | 0 | $8,000 | 0 | 4,000 | |||||||
All Other Fees | 0 | 0 | 0 | 29,000 | 0 | |||||||
Total: | $350,000 | $99,000 | $845,000 | $ | 448,000 | $ | 393,000 |
Name of Beneficial Owner or Group (1) | Amount and Nature of Beneficial Ownership(2) | Percent of Class(3) | ||||||
Dr. John W. Sammon | 4,385,042 | (4) | 28.17 | % | ||||
Ronald J. Casciano | 237,200 | (5) | 1.52 | % | ||||
Robert P. Jerabeck | 147,116 | (6) | * | |||||
Stephen P. Lynch | 114,000 | (7) | * | |||||
John S. Barsanti | 8,175 | (8) | * | |||||
Paul D. Eurek | 7,175 | (8) | * | |||||
Todd E. Tyler | 7,175 | (8) | * | |||||
All Directors and Executive Officers as a Group (12 persons) | 5,573,968 | 35.81 | % | |||||
Other Principal Beneficial Owners | ||||||||
Deanna D. Sammon | 2,092,596 | (9)** | 13.44 | % | ||||
J.W. Sammon Corp. 408 Lomond Place, Utica, NY 13502 and Sammon Family Limited Partnership 408 Lomond Place, Utica, NY 13502 | 2,062,096 | (10)** | 13.44 | % | ||||
Eliot Rose Asset Management, LLC and Gary S. Siperstein 1000 Chapel View Blvd., Suite 240 Cranston, RI 02920 | 1,570,150 | (11) | 10.09 | % | ||||
Edward W. Wedbush P.O. Box 30014 Los Angeles, CA 90030-0014 | 868,114 | (12) | 5.58 | % |
* | Represents less than 1% |
Name of Beneficial Owner or Group (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class (3) |
Paul B. Domorski | 182,750 (4) | * |
Dr. John W. Sammon | 5,162,196 (5) | 33.67% |
Ronald J. Casciano | 173,100 (6) | * |
Sangwoo Ahn | 113,100 (7) | * |
Kevin R. Jost | 15,000 (8) | * |
James A. Simms | 53,100 (9) | * |
Stephen P. Lynch | 36,000 (10) | * |
All Directors and Executive Officers as a Group (12 persons) | 6,096,230 | 39.10% |
Other Principal Beneficial Owners | ||
Deanna D. Sammon | 2,092,596 (11) | 13.65% |
J.W. Sammon Corp. 408 Lomond Place, Utica, NY 13502 and Sammon Family Limited Partnership 408 Lomond Place, Utica, NY 13502 | 2,062,096 (12) | 13.65% |
Edward W. Wedbush P.O. Box 30014 Los Angeles, CA 90090 | 847,368 (13) | 5.52% |
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 769,830 (14) | 5.02% |
** | These shares are reported in the manner required by Item 403 of Regulation S-K. For clarity, it is noted that 2,062,096 of these shares are included in the total beneficial ownership holdings of Dr. John W. Sammon as set forth in the table. |
(1) | Except as otherwise noted, the address for each beneficial owner listed above is c/o PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991. |
(2) | Except as otherwise noted, each individual has sole voting and investment power with respect to all shares. |
(3) | “Percent of |
(4) | ||
Includes 100 shares held jointly with Dr. | ||
(5) | Includes |
(6) | Includes 65,833 shares which Mr. Jerabeck has or will have the right to acquire as of April 29, 2015 pursuant to the Company's stock option plans |
(7) | Includes | |
(8) | Includes |
(9) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on February |
(10) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on February |
(11) | Information related to this shareholder was obtained from Schedule 13G filed with the SEC on January 27, 2015 by Eliot Rose Asset Management, LLC and Gary S. Siperstein. Eliot Rose Asset Management, LLC (“ERAM”) and Gary S. Siperstein each report sole voting and dispositive power of 1,570,150 shares and no shared voting or shared dispositive power. The reporting parties indicate that ERAM is deemed to be the beneficial owner of 1,570,150 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons. Each person for whom ERAM acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements. Gary S. Siperstein is deemed to be the beneficial owner of 1,570,150 shares pursuant to his ownership interest in ERAM. |
(12) | Information related to this shareholder was obtained from Schedule 13G/A filed with the SEC on February | |
Name of Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compen -sation ($) | Total ($) | ||||||||||||
John S. Barsanti (2,4) | 22,500 | 36,521 | 0 | 59,021 | ||||||||||||
Paul D. Eurek (2,3) | 17,717 | 36,521 | 0 | 54,238 | ||||||||||||
Dr. John W. Sammon | 65,000 | 0 | 0 | 65,000 | ||||||||||||
Todd E. Tyler (2,3) | 17,065 | 36,521 | 0 | 53,586 | ||||||||||||
Former Directors | ||||||||||||||||
Sangwoo Ahn (5,8) | 57,500 | 0 | 0 | 57,500 | ||||||||||||
Kevin R. Jost (6,7,8) | 56,250 | 0 | 0 | 56,250 | ||||||||||||
James A. Simms (6,8) | 37,500 | 0 | 0 | 37,500 |
Name of Director | 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 Compen-sation ($) | Total ($) |
Sangwoo Ahn | 86,250(2,3) | 50,800 | 0(4) | 0 | 0 | 0 | 137,050 |
Kevin R. Jost | 72,500(2) | 50,800 | 0(5) | 0 | 0 | 0 | 123,300 |
Dr. Paul D. Nielsen | 35,000(2,6) | 50,800 | 0(7) | 0 | 0 | 0 | 85,800 |
Dr. John W. Sammon | 57,500(8) | 0 | 0 | 0 | 0 | 0 | 57,500 |
James A. Simms | 72,500(2) | 50,800 | 0(9) | 0 | 0 | 0 | 123,300 |
(1) | The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in footnote 7 of the |
(2) |
(3) |
(4) | Joined the Board in July 2014. The dollar amount includes the following prorated amounts: retainer of $40,000 and $5,000 for serving as Presiding Director and Chairman of the |
(5) | Retired/Term expired in May, 2014. The dollar amount includes the |
(6) | Retired/Term expired in May, 2014. Cash fees were prorated for time of service. |
(7) | The dollar amount for Mr. Jost includes the sum of |
reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality; |
achieve the |
ensure the alignment of compensation with the performance objectives of each of our employees, including executive officers; and |
ensure alignment with management and shareholder interests. |
· | Compensation must be tied to the Company's general performance and achievement of financial and strategic goals; |
· | Compensation opportunities should be competitive with those provided by other companies of comparable size engaged in similar businesses; and |
· | Compensation should provide incentives that align the long-term financial interests of the Company's executive officers with those of its shareholders. |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||
Ronald J. Casciano* Chief Executive Officer, | 2014 | 350,000 | -- | 58,334 | -- | -- | 7,084 | 11,043 | 426,461 | ||||||||||||||||||||||||
President and Treasurer, PAR Technology Corporation | 2013 | 332,500 | 30,000 | 253,862 | 272,597 | -- | 5,211 | 11,493 | 905,663 | ||||||||||||||||||||||||
Stephen P. Lynch President, PAR Government Systems | 2014 | 285,000 | -- | -- | 212,078 | -- | 14,418 | (7) | 560,277 | ||||||||||||||||||||||||
Corporation and Rome Research Corporation | 2013 | 275,000 | -- | 34,340 | -- | 247,061 | -- | 20,349 | 576,750 | ||||||||||||||||||||||||
Robert P. Jerabeck Executive Vice President and Chief | 2014 | 300,000 | -- | 43,751 | -- | -- | -- | 3,222 | 346,973 | ||||||||||||||||||||||||
Operating Officer, PAR Technology Corporation | 2013 | 207,692 | (9) | -- | 79,054 | 337,235 | -- | -- | 52,260 | (8) | 676,241 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Paul B. Domorski Chairman, President and Chief Executive Officer, PAR Technology Corporation | 2012 | 413,558 | -- | -- | 29,781 | -- | -- | 27,982(7) | 471,321 |
2011 | 276,923 | -- | -- | 593,694 | -- | -- | 17,803(7) | 888,420(8) | |
Stephen P. Lynch President, PAR Government Systems Corporation and Rome Research Corporation | 2012 | 275,000 | -- | -- | -- | 219,000 | -- | 16,713 | 510,713 |
2011 | 256,304 | -- | -- | 62,520 | 192,713 | -- | 9,012 | 520,549 | |
Ronald J. Casciano Sr. Vice President, Chief Financial Officer, and Treasurer, PAR Technology Corporation | 2012 | 277,116 | -- | -- | 19,854 | -- | 9,361 | 15,672 | 322,003 |
2011 | 250,000 | -- | -- | -- | -- | -- | 18,935 | 268,935 |
* | On March 25, 2013, Mr. Casciano was promoted to CEO and President of the Company. Until his promotion, Mr. Casciano served as the Company’s Senior Vice President, Chief Financial Officer, and Treasurer. |
(1) | Amounts reported in column (c) reflect base salaries earned by the Named Executive Officers for the listed fiscal year. Amounts shown are not reduced to reflect the Named Executive |
(2) |
(3) |
(4) | Amounts reported in column (g) represent the amounts paid under the Incentive Compensation element of the |
(5) | Amounts reported in column (h) consist of above-market or preferential earnings during years indicated on compensation that was deferred in or prior to such years under the PAR Technology Corporation Deferred Compensation Plan. |
(6) | In addition to any perquisites identified for the individual Named Executive Officers, the amounts reported in column (i) consists of Company contributions to the |
(7) | Includes |
(8) | Includes relocation benefits of |
Compensation information for Mr. |
Option Awards | Stock Awards | ||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Share or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Paul B. Domorski | 62,500(1) 0(2) | 187,500(1,3) 15,000(2,3) | 0 | $4.81 $4.78 | 04/21/21 04/23/22 | 0 | 0 | 30,000(9) | 147,000(9) |
Ronald J. Casciano | 60,000(4) 0(5) | 0 10,000(5) | 0 | $6.01 $4.78 | 10/13/14 04/23/22 | 0 | 0 | 20,000(9) | 98,000(9) |
Stephen P. Lynch | 20,000(6) 6,000(7) 7,500(8) | 0(6) 4,000(7) 22,500(8) | 0 | $6.25 $4.73 $4.25 | 01/08/18 02/24/19 05/11/21 | 0 | 0 | 0 | 0 |
Option Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | ||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | ||||||||||||
Ronald J. | 5,000 | (1) | 5,000 | (1) | 0 | $ | 4.78 | 04/23/22 | |||||||||
Casciano | 5,000 | (2) | 10,000 | (2) | 0 | $ | 5.32 | 12/11/23 | |||||||||
37,500 | (3) | 112,500 | (3) | 0 | $ | 5.32 | 12/11/23 | ||||||||||
Robert P. | 12,500 | (4) | 37,500 | (4) | 0 | $ | 4.41 | 4/15/23 | |||||||||
Jerabeck * | 3,333 | (5) | 6,667 | (5) | 0 | $ | 5.32 | 12/11/23 | |||||||||
37,500 | (3) | 112,500 | (3) | 0 | $ | 5.32 | 12/11/23 | ||||||||||
Stephen P. | 20,000 | (6) | 0 | (6) | 0 | $ | 6.25 | 01/08/18 | |||||||||
Lynch | 10,000 | (7) | 0 | (7) | 0 | $ | 4.73 | 02/24/19 | |||||||||
22,500 | (8) | 7,500 | (8) | 0 | $ | 4.25 | 05/11/21 |
* | Amounts reported for Mr. Jerabeck reflect the specified vesting and expiration dates set forth in the respective grants. Under the terms of such grants, all unvested options expired upon his separation from the Company on April 15, 2015 and all vested options will expire 90 days from such date. |
(1) | These options were granted on April |
(2) | These options were granted on December 11, 2013. Of these options, 5,000 vested on December 31, 2014. The 10,000 unvested options vest as follows: 5,000 shares on December 31, 2015, and the remaining 5,000 shares on December 31, 2016. |
(3) | These options were granted on December 11, 2013. Of these options, 37,500 vested on December 31, 2014. The 112,500 unvested options vest as follows: 37,500 shares on December 31, 2015, 37,500 shares on December 31, 2016 and the remaining 37,500 shares on December 31, 2017. |
(4) | These options were granted on April 15, 2013. The options will vest 25% annually over a four year period on the anniversary of the date of the grant. |
(5) | These options were granted on December 11, 2013. Of these options, 3,333 vested on December 31, 2014. The 6,667 unvested options vest as follows: 3,333 shares on December 31, 2015, and the remaining 3,334 shares on December 31, 2016. |
(6) | These options were granted on January 8, 2008. The options vested 20% on the six month anniversary of the grant date, with the remainder vesting in equal quarterly installments over the next 48 months. |
(7) | These options were granted on February 24, 2009. The options |
(8) | These options were granted on May 11, 2011. The options |
Stock Awards | |||||||||||||||||
Name | Grant Date | Number of Share or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | EquityIncentive Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) | ||||||||||||
(a) | (g) | (h) | (i) | (j) | |||||||||||||
Ronald J. | 6/19/2013 | 0 | 0 | 6,250 | (1) | 38,438 | (1) | ||||||||||
Casciano | 12/11/2013 | 0 | 0 | 19,168 | (2) | 117,883 | (2) | ||||||||||
2/14/2014 | 0 | 0 | 3,600 | (3) | 22,140 | (3) | |||||||||||
2/14/2014 | 0 | 0 | 8,000 | (4) | 49,200 | (4) | |||||||||||
Robert P. | 6/19/2013 | 0 | 0 | 4,750 | (1) | 29,213 | (1) | ||||||||||
Jerabeck * | 12/11/2013 | 0 | 0 | 3,834 | (2) | 23,579 | (2) | ||||||||||
2/14/2014 | 0 | 0 | 2,700 | (3) | 71,955 | (3) | |||||||||||
2/14/2014 | 0 | 0 | 6,000 | (4) | 36,900 | (4) | |||||||||||
Stephen P. Lynch | 6/19/2013 | 0 | 0 | 4,250 | (1) | 26,138 | (1) |
Amounts reported for Mr. Jerabeck reflect the specified vesting and expiration dates set forth in the respective grants. Under the terms of such grants, no further vesting shall occur following his separation from the Company on April 15, 2015. |
(1) | The Company granted |
(2) | The Company granted 57,500 and 11,500 shared based awards to Messrs. Casciano and Jerabeck, respectively. The share based awards vest in three separate tranches in equal share amounts. The first tranche are time vested awards and vested on March 31, 2014. The second and third tranches are performance based awards. The second tranche, which had a vest date of March 31, 2015, were cancelled based on non-achievement of performance conditions. The third tranche has a vest date of March 31, 2016. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved |
(3) | The Company granted 3,600 and 2,700 time vesting based restricted stock awards to Messrs. Casciano and Jerabeck, respectively. The time vesting based restricted stock awards vest in three separate tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved is $18,054 and $13,541 for Messrs. Casciano and Jerabeck, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015. |
(4) | The Company granted 12,000 and 9,000 performance based awards to Messrs. Casciano and Jerabeck, respectively. The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017. The first tranche was cancelled based on non-achievement of performance conditions. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $40,280 and $30,210 for Messrs. Casciano and Jerabeck, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015. |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 1,239,600 | $ | 5.28 | 398,825 | * | |||||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | |||||||||
Total | 1,239,600 | $ | 5.28 | 398,825 |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
(a) | (b) | (c) | |
Equity compensation plans approved by security holders | 717,584 | $5.37 | 1,277,066(*) |
Equity compensation plans not approved by security holders | 0 | 0 | 0 |
Total | 717,584 | $5.37 | 1,277,066 |
This total does not reflect (i) shares which were subsequently returned to the |
· | Karen E. Sammon, a member of the immediate family of Dr. John W. Sammon, Director and Chairman Emeritus of the Company’s Board of Directors and a beneficial owner of more than five percent of the Company’s outstanding Common Stock, was named President of ParTech, Inc., a wholly owned subsidiary of the Company, effective April 1, 2013. ParTech, Inc. is the principal business unit in the Company’s Hospitality business segment. Ms. Sammon’s total compensation for 2014 was $312,438 and was principally comprised of her salary of $275,000, approximately $24,992 in equity or equity based awards with performance based vesting, and approximately $11,204 in time based equity or equity based awards, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Ms. Sammon’s total compensation for 2013 was $487,543 and was principally comprised of her salary of $195,811, approximately $40,382 in equity or equity based awards with performance based vesting, and approximately $250,000 in time based equity or equity based awards, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. |
· | John W. Sammon, III, a member of the immediate family of Dr. Sammon and Karen E. Sammon, |
· | Karen E. Sammon, President of the Company’s subsidiary, ParTech, Inc., and her brother, John W. Sammon, III, an employee of ParTech, Inc. are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a portion of the | |
In general, no taxable income results to the |
2. | If shares acquired upon exercise of an ISO are not disposed of within (i) two years following the date the ISO was granted or (ii) one year following the date the shares are issued to the optionee pursuant to the ISO exercise (the "Holding Periods"), the difference between the amount realized on any subsequent disposition of the shares and the exercise price will generally be treated as capital gain or loss to the optionee. |
3. | If shares acquired upon exercise of an ISO are disposed of and the optionee does not satisfy the requisite Holding Periods (a "Disqualifying Disposition"), then in most cases the lesser of (i) any excess of the fair market value of the shares at the time of exercise of the ISO over the exercise price or (ii) the actual gain on disposition, will be treated as compensation to the optionee and will be taxed as ordinary income in the year of such disposition. |
4. | In any year that an optionee recognizes ordinary income on a Disqualifying Disposition of stock acquired by exercising an ISO, the Company generally will be entitled to a corresponding deduction for federal income tax purposes, provided the Company reports the income on a timely provided and filed Form W-2 or 1099, whichever is applicable. |
5. | The difference between the amount realized by the optionee as the Result of a Disqualifying Disposition and the sum of (i) the exercise price and (ii) the amount of ordinary income recognized under the above rules will be treated as capital gain or loss. |
6. | Capital gain or loss recognized by an optionee on a disposition of shares will be long-term capital gain or loss if the optionee's holding period for the shares exceeds 12 months. |
7. | An optionee may be entitled to exercise an ISO by delivering shares of the Company's Common Stock to the Company in payment of the exercise price, if the optionee's ISO agreement so provides. If an optionee exercises an ISO in such fashion, special rules will apply. |
8. | In addition to the tax consequences described above, the exercise of ISOs may result in a further "alternative minimum tax" under the Code. The Code provides that an "alternative minimum tax" (at a maximum rate of 28%) will be applied against a taxable base which is equal to "alternative minimum taxable income," reduced by a statutory exemption. In general, the amount by which the value of the Common Stock received upon exercise of the ISO exceeds the exercise price is included in the optionee's alternative minimum taxable income. A taxpayer is required to pay the higher of his regular tax liability or the alternative minimum tax. A taxpayer who pays alternative minimum tax attributable to the exercise of an ISO may be entitled to a tax credit against his or her regular tax liability in later years. |
9. | Special rules apply if the Common Stock acquired through the exercise of an ISO is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% stockholders. |
1. | The optionee generally does not recognize any taxable income upon the grant of a NQSO, and the Company is not entitled to a federal income tax deduction by reason of such grant. |
2. | The optionee generally will recognize ordinary compensation income at the time of exercise of the NQSO in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price. The Company may be required to withhold income tax on this amount. |
3. | When the optionee sells the shares acquired through the exercise of a NQSO, he or she generally will recognize a capital gain or loss in an amount equal to the difference between the amount realized upon the sale of the shares and his or her basis in the stock (generally, the exercise price plus the amount taxed to the optionee as ordinary income). If the optionee's holding period for the shares exceeds 12 months, such gain or loss will be a long-term capital gain or loss. |
4. | The Company generally should be entitled to a federal income tax deduction when ordinary income is recognized by the optionee pursuant to the exercise of a NQSO, provided the Company reports the income on a timely provided and filed Form W-2 or 1099, whichever is applicable. |
5. | An optionee may be entitled to exercise a NQSO by delivering shares of the Company's Common Stock to the Company in payment of the exercise price. If an optionee exercises a NQSO in such fashion, special rules will apply. |
6. | Special rules apply if the Common Stock acquired through the exercise of a NQSO is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% stockholders. |
1. | Persons receiving Common Stock pursuant to an award of Common Stock ("Award") or a grant of an opportunity to purchase Common Stock ("Purchase") generally recognize ordinary income equal to the fair market value of the shares received, reduced by any purchase price paid. |
2. | The Company generally will be entitled to a corresponding federal income tax deduction. When such stock is sold, the seller generally will recognize capital gain or loss. |
Proposal 3: | Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers |
BY ORDER OF THE BOARD OF DIRECTORS | |
/s/ Viola A. Murdock | |
Secretary |
· | Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway) |
· | In the Albany Area I-87 becomes I-90. Make sure you stay on the Thruway(Toll Road) and do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West. |
· | Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight. Take a left onto Route 365 and the next left into the Resort. |