UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
(Amendment No. )
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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| Soliciting Material under §240.14a-12 |
TechTarget, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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275 GROVE STREET NEWTON, MA 02466 |
April 27, 2016
23, 2019
Dear Stockholder:
This year marks our 20th anniversary as an independent company offering business-to-business (“B2B”) services to technology vendors. We have come a long way from our humble beginnings as a spin-off of United Communications Group in 1999 to our position as an industry leader in purchase-intent data-driven marketing and sales services for B2B clients around the globe. We are grateful for your continued interest and confidence in our company and are committed to driving long-term growth and generating shareholder value.
You are cordially invited to attend the 20162019 Annual Meeting of Stockholders of TechTarget, Inc. (the “Annual Meeting”), which will be held at 2:00 p.m., local time,Eastern Time, on Friday,Wednesday, June 17, 2016,12, 2019, at our corporate headquarters located at 275 Grove Street, Newton, MAMassachusetts 02466.
Once again this year,As in prior years, we are pleased to be using the U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of thisour Proxy Statement and our annual reportAnnual Report on Form 10-K.10-K for the fiscal year ended December 31, 2018. The Notice will containcontains instructions on how to access those documents and vote online. The Notice will also containcontains instructions on how each stockholder can receive a paper copy of our proxy materials, including this Proxy Statement and our annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2018 and form of proxy. Using this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.
We hope you will be able to attend, and participate in, the Annual Meeting.
Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. As a stockholder of record, you may vote your shares by telephone, over the Internet, or by proxy card.
card, and we hope you will vote as soon as possible.
On behalf of yourthe Board of Directors, Iwe would like to thank you for your continued support and ongoing interest in TechTarget, Inc.
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GREG STRAKOSCH Executive Chairman | MICHAEL COTOIA Chief Executive Officer |
TECHTARGET, INC.
Newton, Massachusetts 02466
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 17, 2016TO BE HELD ON JUNE 12, 2019
TheNotice is hereby given that all stockholders are cordially invited to attend the Annual Meeting of Stockholders of TechTarget, Inc., a Delaware corporation (the “Company”“Company”), willto be held on Friday, June 17, 2016, at 2:00 p.m. local time, Eastern Time, on Wednesday, June 12, 2019, at the offices of the Company.our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. At the Annual Meeting of Stockholders (the “Annual Meeting”), stockholders will be asked to consider the following:
1.To elect two Class III directors named in this Proxy Statement, each to serve for a three-year term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or removal;
2.To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2016; and
3.To consider and act upon any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.following:
| (1) | To elect two Class III Directors named in this Proxy Statement, each to serve for a three-year term from the date of his election and until such Director’s successor is elected or until such Director’s earlier resignation or removal; and |
(2) | To consider and act upon any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
Only holders of record of outstanding shares of TechTargetthe Company’s common stock at the close of business on April 20, 201618, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any at adjournments or postponements thereof.
In accordance with the rules of the U.S. Securities and Exchange Commission, we will send a Notice of Internet Availability of Proxy Materials on or about May 2, 2016,April 26, 2019, and provide access to our proxy materials over the Internet, beginning on May 2, 2016,April 26, 2019, to the holders of record and beneficial owners of our capital stock as of the close of business on the record date.
Record Date.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a proxy or letter from that broker, trust, bank, or other nominee that confirms that you are the beneficial owner of those shares.
By Order of the Board of Directors,
CHARLES D. RENNICK
Vice President, General Counsel
and Corporate Secretary
Newton, Massachusetts
April 23, 2019
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April 27, 2016
TechTarget, Inc.
275 GROVE STREET
NEWTON, MA 02466
Annual Meeting of Stockholders
to be held on June 17, 2016 at 2:00 p.m.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of TechTarget, Inc. (the “Company, also referred to in this Proxy Statement as the “Company,” “TechTarget,“TechTarget,” “we”“we,” or “us,“us”) of proxies to be voted at our 20162019 Annual Meeting of Stockholders or the “Annual Meeting”(the “Annual Meeting”), to be held on Friday, June 17, 2016 at our corporate headquarters at 275 Grove Street, Newton, MA 02466 at 2:00 p.m., Eastern Time, on Wednesday, June 12, 2019, at our headquarters located at 275 Grove Street, Newton, Massachusetts 02466, or at any adjournmentadjournments or adjournmentspostponements thereof. Stockholders of record of our common stock, $0.001 par value per share, as of the close of business on April 20, 201618, 2019 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournmentadjournments or adjournmentspostponements thereof. As of that date,the Record Date, there were 32,257,86827,595,866 shares of our common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on any matter presented at the Annual Meeting. Directions to the Company’s corporate headquarters are available at: www.techtarget.com/html/about_contact_directions.html
contact-us/.
If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of common stock represented by the proxies will be voted: (i) FOR the election of directors (Agenda ItemDirectors (Proposal No. 1), and (ii) FOR the ratification of BDO USA, LLP as our independent registered public accounting firm (Agenda Item No. 2); and (iii) in the discretion of the person named in the Company’s form of proxy, on any other proposals whichthat may properly come before the Annual Meeting or any adjournment or adjournmentspostponements thereof. Any stockholder of record who has voted or otherwise submitted a proxy may revoke it at any time before it is voted by written notice addressed to and received by our Corporate Secretary, by submitting a duly executed proxy bearing a later date, by voting again over the telephone or the Internet prior to 1:00 a.m., Eastern Time, on June 17, 2016,12, 2019, or by electing to vote in person at the Annual Meeting. The mere presence at the Annual Meeting of the person appointing a proxy does not, however, revoke the appointment.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 17, 2016:MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2019:
This Proxy Statement and the 2015 Annual Report on Form 10-K are available for viewing, printing and downloading on or about May 2, 2016 at www.edocumentview.com/TTGT
A copy of our Annual Report on Form 10-K (including the audited consolidated financial statements and schedules) for the fiscal year ended December 31, 2015,2018 (the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to: TechTarget, Inc., 275 Grove Street, Newton, MAMassachusetts 02466 Attention: Corporate Secretary, or by Telephone: 888-274-4111.(888) 274-4111. This Proxy Statement and our Annual Report onthe Form 10-K for the fiscal year ended December 31, 2015 are also available through the Investor Relations portion of our website at www.techtarget.com.
This Proxy Statement and the Form 10-K are available for viewing, printing, and downloading on or about April 26, 2019 at www.edocumentview.com/TTGT.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 1 |
Voting ProceduresQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES
1. | What shares owned by me may be voted? |
Q: What shares owned by me may be voted?
A:You may only vote the shares of our common stock owned by you as of the close of business on April 20, 2016,18, 2019, which is the record dateRecord Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. These shares include the following:
· (i) shares of common stock held directly in your name as the stockholder of record; and
· (ii) shares of common stock held for you, as the beneficial owner, through a broker, trust, bank, or other nominee.
2. | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A:Many of our stockholders hold their shares through a broker, trust, bank, or other nominee, rather than directly in their own names. As summarizeddescribed below, there are some distinctions between shares held of record and those owned beneficially.
Stockholders of Record.If your shares are registered directly in your name with our transfer agent, Computershare, Inc., then you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy to the persons specified on the form of proxy or to vote in person at the Annual Meeting. The persons named in the form of proxy will vote the shares you own in accordance with your instructions on the proxy card you mail orin, submit online, or provide by telephone. If you return the proxy card, but do not give any instructions on a particular matter described in this Proxy Statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board of Directors.Board. Alternatively, you may vote through the Internet or by telephone as indicatedby following the instructions on the website and the proxy card.
Beneficial Owners. If your shares are held in a brokerage account, or by a bank, trust, or other nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials are beingwill be supplied to you by your broker, bank, brokertrust, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, brokertrust, or other nominee how to vote. You are also invited to attend the Annual Meeting, but since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a proxy from your broker, bank, brokertrust, or nominee. Your broker, bank, brokertrust, or other nominee should have supplied a voting instruction card or link to online voting for you to use. If you wish to attend the Annual Meeting and vote in person, please mark the box on the voting instruction card received from your broker, bank, brokertrust, or nominee and return it to the broker, bank, brokertrust, or other nominee so that you receive a legal proxy to present at the Annual Meeting.
3. | How may I vote my shares? |
Q: How may I vote my shares?
A:You may votesvote your shares in person by attending the Annual Meeting, by using the Internet or telephone, or (if you received hard copies of the proxy materials) by completing and returning the form of proxy by mail.
Voting in Person by Attending the Annual Meeting:Meeting
. You may vote shares held directly in your name as the stockholder of record in person at the Annual Meeting. If you choose to vote in person at the Annual Meeting, please bring the proxy card and proof of identification with you to the Annual Meeting.you. You may vote shares that you beneficially own if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.
Voting Without Attending the Annual Meeting:Meeting
.Whether you hold shares directly as the stockholder of record or as the beneficial owner in street name, you may direct your vote without attending the Annual Meeting. You may also do so by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail.
Please note that if you received a Notice of Internet Availability of Proxy Materials (“Notice”), then you may not vote your shares by filling out and returning the Notice. You must follow the instructions on the Notice to view materials and vote by using the Internet or telephone, or by requesting hard copy materials and a proxy card.
If you choose to vote by proxy, the named proxies will vote your shares according to the directions you provide in the proxy, byusing the Internet or by telephone.If no instructionsdirections are indicated,provided, except as otherwise indicated in this Proxy Statement, the shares will be voted, as recommended by the Board, FOR approval of the proposals listed on the proxy card.Proposal No. 1. Discretionary authority is provided in the proxy as to any matters not specifically referred to in the proxy. Our Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If other matters are properly brought before the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit the solicitation of additional proxies in the event that one or more proposals have not been approved by a sufficient number of votes at the time of the Annual Meeting, then the persons named in the proxy will vote on such matters in their own discretion.
If you are a beneficial owner of common stock, please refer to the voting instruction card included by your broker, bank, trust, or other nominee for applicable voting procedures.
Q: How may I revoke a proxy or an Internet or telephone vote?
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 2 |
A:A proxy may be revoked by executing a later-dated proxy card, by voting again over the telephone or on the Internet prior to 1:00 a.m., Eastern Time, on June 17, 2016,12, 2019, by attending the Annual Meeting and voting in person, or by giving written notice revoking the proxy to our Corporate Secretary before it is exercised. Attendance at the Annual Meeting will not automatically revoke a stockholder’s proxy. All written notices of revocation or other communications with respect to revocation of proxies should be addressed to TechTarget, Inc., 275 Grove Street, Newton, MAMassachusetts 02466, Attention: Corporate Secretary. If you own your shares in street name, then your bank or brokerage firm should provide you with appropriate instructions for changing your vote.
5. | What is the quorum required for the Annual Meeting? |
Q: What is the quorum required for the Annual Meeting?
A:Holders of record of theour common stock on April 20, 201618, 2019 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. As of the record date, 32,257,868Record Date, 27,595,866 shares of our common stock were issued and outstanding. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (described below)Withhold votes will be counted as present to determine whether a quorum has been established. Broker non-votes will not be counted as present to determine whether a quorum has been established.
6. | How are votes counted? |
Q: How are votes counted?
A:Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors,Directors, for each share held by such stockholder as of the record date.Record Date. Votes cast in person at the Annual Meeting or by proxy, Internet vote, or telephone vote will be tabulated by Computershare, Inc., the inspector of election appointed for the Annual Meeting, who will determine whether a quorum is present.
7.Q:What vote is required to ratify the election of directors (Agenda Item No. 1)?
A: Individual director nominees are elected by a plurality of the votes cast at the Annual Meeting. Accordingly, the directorships to be filled at the Annual Meeting will be filled by the nominees receiving the highest number of votes. In the election of directors, votes may be cast for or withheld with respect to the nominee. Abstentions and broker non-votes (described below) will have no effect on the outcome of this proposal.
non-votes?
If you hold shares through a broker, bank, trust, or other representative,nominee, generally the broker, bank, trust, or representativeother nominee may under certainlimited circumstances vote your shares if you do not return your proxy. Brokerage firms have discretionary authority to vote customers’ unvoted shares on routine“routine” matters. If you do not return a proxy to your brokerage firm to vote your shares, your brokerage firm may, on routine matters, either vote your shares or leave your shares unvoted. However, your brokerage firm cannot vote your shares on any matter that is not considered routine. If your representative cannot vote your shares on a particular matter because it does not have discretionary voting authority,
this is a “broker non-vote” on that matter. Agenda ItemProposal No. 1 electing the nominees to the Board of Directors, is not considered a routine matter for this meeting.
Q: Whatand, without your instruction, your broker, bank, trust, or other nominee cannot vote is required to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm (Agenda Item No. 2)?your shares on that proposal.
8. | What vote is required to approve the election of Directors (Proposal No. 1)? |
A: The appointment of BDO USA, LLP as our independent registered public accounting firm will be ratified if we receive the affirmative vote ofIndividual Director nominees are elected by a majorityplurality of the votes cast at the Annual Meeting. Abstentions and broker non-votesAccordingly, the Directorships to be filled at the Annual Meeting will be filled by the nominees receiving the highest number of votes. In the election of Directors, votes may be cast for or withheld with respect to the nominee. Withhold votes will have no effect on the outcome of this proposal. Agenda Item No. 2, ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal 2016, is a routine matter for this meeting.
9. | What does it mean if I receive more than one Notice or voting instruction card? |
Q: What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or voting instruction card?
A:This means your shares are registered differently or are in more than one account. Please provide voting instructions for all of your shares.
10. | Is my vote confidential? |
Q: Where can I find the voting results of the Annual Meeting?
A: We will announce preliminary voting results at the Annual Meeting and file a current report on Form 8-K within four business days after the Annual Meeting.
Q: Is my vote confidential?
A:Proxy cards, ballots and voting tabulations that identify individual stockholders are submitted, mailed, or returned to us and handled in a manner intended to protect your voting privacy. Your vote will not be disclosed except: (1) as needed to permit us to tabulate and certify the vote; (2) as required by law; or (3) in limited circumstances, such as a proxy contest in opposition to the directora Director candidate nominated by the Board of Directors. In addition, allBoard. All comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.
11. | Where can I find the voting results of the Annual Meeting? |
Annual ReportWe will publish the voting results on Form 10-K
A8-K within four business days after the Annual Meeting. You can read or print a copy of that report by going to the Investor Relations portion of our Annual Report on Form 10-K forwebsite at www.techtarget.com or by going directly to the fiscal year ended December 31, 2015, or 2015 Form 10-K, which contains our financial statements, has been filed with theU.S. Securities and Exchange Commission or the SEC. Stockholders separately may obtain, free of charge,(“SEC”) website at www.sec.gov. You can also request a copy by calling us at (888) 274-4111 or by calling the SEC at (800) SEC-0330 for the location of the 2015 Form 10-K, without exhibits, by writing to TechTarget, Inc., 275 Grove Street, Newton, MA 02466, Attention: Corporate Secretary. The 2015 Form 10-K is also available through our website at www.techtarget.com. The 2015 Form 10-K is not considered proxy soliciting material.a public reference room.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 3 |
ELECTION OF CLASS III DIRECTORS
Nominees for Election as Director
Our Board is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. Our Board is currently authorized to have, and we currently have, six members. At the Annual Meeting, the Class III Directors will stand for election. Our BoardNone of our Directors are related to any other Director or to any of our executive officers. Information about each nominee, the Company’s Class I and II Directors, and our executive officers, including their respective ages and positions, is currently authorized to have,included below and we currently have, six members.is current as of March 31, 2019.
Information About the Nominees
Our Board of Directors has nominated each of Greg Strakosch and Leonard P. Forman and Greg Strakosch as nominees for election as the Class III Directors each to serve a three-year term, until the 2019 annual meeting2022 Annual Meeting of stockholdersStockholders, or until their respective successors are elected and duly qualified. Each nominee is currently serving as a director.
Director. Each nominee has indicated that he is willing and able to serve as directora Director if elected. If a nominee should become unable or unwilling to serve, the proxies intend to vote for the replacement selected by the Nominating and Corporate Governance Committee of our Board of Directors. None of our directors is related to any other director or to any of our executive officers.Board.
The following sets forth our directors and executive officers and their respective ages and positions as of March 31, 2016.
Information About the Nominees
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Leonard P. Forman(1)(2)(3) |
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Greg Strakosch |
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(1) | Chair of the Audit Committee and Audit Committee Financial Expert. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
(1) Chairman and Chief Executive Officer
(2) Chair of Audit Committee; Audit Committee Financial Expert; Member of Compensation and Nominating and Corporate Governance Committees
Greg Strakosch has served as our Chief Executive Officer, or CEO, since our incorporation in September of 1999 and as our Chairman since 2007. Prior to co-founding TechTarget, Mr. Strakosch was the President of the Technology Division of UCG, a business information publisher. Mr. Strakosch joined UCG in 1992 when the company acquired Reliability Ratings, an IT publishing company that he founded in 1989. Before Reliability Ratings, Mr. Strakosch spent six years at EMC Corporation, a provider of enterprise information storage systems. Mr. Strakosch holds a B.A. from Boston College. As one of the Company’s two co-founders and our Chief Executive Officer, Mr. Strakosch is uniquely positioned to lead our management team and provide essential insight and guidance to the Board of Directors from an inside perspective, along with experience and comprehensive knowledge of the IT advertising business.
Leonard P. Forman. Mr. Forman has served as a directorDirector since December 2006. Mr. Forman served as the Chief Financial Officer and Executive Vice President of The New York Times Company from 2002 to 2006 when he retired. Mr. Forman had been President and Chief Executive OfficerCEO of The New York Times Company Magazine Group prior to its sale in April 2001. Previously, he served The New York Times Company as senior vice presidentSenior Vice President of corporate development, new venturesCorporate Development, New Ventures and electronic businesses.Electronic Businesses. Mr. Forman also servesserved on the board of directors of Wolters Kluwer, N.V., a global information services company, from 2005 to 2017. Mr. Forman holds a B.A. from Queens College, City University of New York and completed his Ph.D. in economicsEconomics at New York University. The Company believes that Mr. Forman’s financial, strategic, and operational experience and acumen in the online services, print media, and advertising businesses bring valuable strategic and industry-specific insight to the Board and addadds to the Board’sits understanding of the risks and opportunities associated with our online media business.
Greg Strakosch. Mr. Strakosch has served as our Executive Chairman since May 2016. Prior thereto, he served as our CEO since our incorporation in September 1999 and as our Chairman since 2007. Prior to co-founding TechTarget, Mr. Strakosch was the President of the Technology Division of United Communications Group (“UCG”), a business information publisher. Mr. Strakosch joined UCG in 1992 when it acquired Reliability Ratings, an information technology publishing company that he founded in 1989. Before Reliability Ratings, Mr. Strakosch spent six years at EMC Corporation. Mr. Strakosch holds a B.A. from Boston College. As one of the Company’s two co-founders and our Executive Chairman, Mr. Strakosch is uniquely positioned to provide essential insight and guidance to the Board from an inside perspective and provide the Board with the benefit of his many years of experience and comprehensive knowledge of the information technology advertising business.
The Board of Directors recommends that Stockholders vote FOR Proposal No. 1, the Election of the Nominees to serve as Class III Directors. Directors Ourunanimously recommends a vote FOR the election of the
nominees to serve as directors.
Class I Directors (Term Expires at the 20172020 Annual Stockholders’ Meeting)Meeting of Stockholders)
Michael Cotoia. Mr. Cotoia has served as our Chief Executive Officer since May 2016. He has been employed by us since 2002, serving as our Chief Operating Officer from January 2012 to May 2016 and, prior to that, as Executive Vice President (from 2010 to 2012) and in various other positions including Senior Vice President, and Vice President and Publisher from 2002 to 2010. Prior to joining TechTarget, Mr. Cotoia was Director of Sales at SANZ, a national storage integrator, and he also held positions at EMC Corporation, a provider of enterprise information storage systems, and
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 4 |
Deloitte, a provider of audit, consulting, financial advisory, risk management, tax, and related services. Mr. Cotoia holds a B.S. from Babson College and is a certified public accountant. Mr. Cotoia’s history with the Company and valuable experience in the information technology advertising business provides the Board with specific knowledge of the Company’s operations and a greater understanding of the Company’s strategic opportunities. In the past five years, Mr. Cotoia has not served on the board of any other publicly traded company.
Jay C. HoagRoger M. Marino. Mr. Marino has served as a director since May 2004. Since June 1995, Mr. Hoag has served as a founding General Partner at Technology Crossover Ventures, a private equity and venture capital firm and greater than 5% holder in the Company. Mr. Hoag also serves on the board of directors of Netflix, Inc., Electronic Arts, Inc. and Zillow, Inc. as well as the boards of several private companies. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member of numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management.
Roger M. Marino has served as a directorDirector since 2000. Mr. Marino is an active private investor in numerous technology start-up companies. Since 2001, Mr. Marino founded and has been associated with RMM Group LLC (“RMM Group”), a film production company, and RMM-P, an investment company. Prior to founding RMM Group, Mr. Marino founded EMC Corporation and retired as its presidentPresident in 1992. Mr. Marino holds a B.S. from Northeastern University and is a member (Emeritus) of Northeastern’sNortheastern University’s Board of Trustees. He also serves on two private company boards. Mr. Marino’s extraordinary experience as an entrepreneur who co-founded and then served in various executive positions in a market-leading technology company provides the CompanyBoard with both executive and sales experience from the perspective of the market in which all of our customers operate.
Class II Directors (Term Expires at the 20182021 Annual Stockholders’ Meeting)Meeting of Stockholders)
Robert D. Burke. Mr. Burke has served as a directorDirector since November 2012. Mr. Burke has over 35thirty-five years of experience in the technology industry with both private and public companies. Mr. Burke is currently the President of Metacura, Inc., a consulting company, a position he has held since 2011. Prior thereto, Mr. Burke was most recently the President and CEO of Art Technology Group, Inc. (ATG)(“ATG”), a leading e-commerce software provider, from 2002 to 2011. Before ATG, Mr. Burke was CEO of Quidnunc from 2000 to 2002 and President of ePresence Solutions (formerly Banyan Systems) from 1997 to 2000. Mr. Burke started his career as an operating systems specialistOperating Systems Specialist at Digital Equipment Corporation and held a wide variety of roles in hardware and software infrastructure, software applications, consulting, and systems integration. Since August 2017, Mr. Burke has served as a B.S.board member for EtQ, a private provider of quality management software solutions based in physics from Eastern Michigan University.Farmingdale, New York. Additionally, Mr. Burke is alsohas served as a board member of Act-On Software, Inc., a private marketing automation SaaS provider based in Portland, Oregon since April, 2018. Mr. Burke was previously a board member for Sitecore Corporation A/S, a private leading web content management and marketing solution provider headquarteredfrom 2011 to 2016 and for Exa Corporation, a public company that develops, sells, and supports simulation software and services for vehicle manufacturers from 2014 to 2017. Mr. Burke has a B.S. in Denmark.Physics from Eastern Michigan University. The Company believes that Mr. Burke’s extensive experience as a CEO and presidentPresident of technology driven companies that are similar to the Company’s target customers brings valuable strategic and industry-specific insight to the Board and can assist the Company as it implements its sales and marketing strategies.
Bruce Levenson. Mr. Levenson has served as a directorDirector since February 2015 and, previously, from 2007 to 2012. Mr. Levenson is the co-founder of United Communications Group, or UCG, a business information publisher, where he has worked since 1977. He also founded Oil Price Information Service, or OPIS, a private company that provides wholesale/rack and retail fuel prices for the refined products, renewable fuels, and natural gas and gas liquids industries and, with other partners, acquired GasBuddy, LLC, which owns a group of local websites that offer a method for users to post and view retail gasoline prices, in 2013. He is currently a partner at UCG OPIS and GasBuddy, LLC, where he is involved in company strategy and acquisition efforts. In addition, Mr. Levenson is a founding partner inof Hyperwave Technologies, LLC, a company that is focused on developing and licensing innovative cooking technologies, and a former partner of LPF Atlanta LLC, or LPF, which iswas the former majority owner of the NBA Atlanta Hawks National Basketball Association franchise, and owns the operating rights to the Philips Arena the major sports and entertainment venue in Atlanta.Atlanta, Georgia. Mr. Levenson is also ona former member of the Board of Governors of the National Hockey League. Mr. Levenson holds a B.A. from Washington University and a J.D. from American University. The Company’sCompany believes that Mr. Levenson’s career of over thirty-fiveforty years as a principal in a highly successful specialty publisher, UCG, provides the CompanyBoard with valuable management and strategic experience in a core market the Company serves.
Information about Continuing Directors and Committee Membership
Name | Age |
| Audit | Compensation | Nominating and Corporate Governance | |||||||||||
Robert D. Burke |
|
| 64 |
|
| Member | Member | — |
| |||||||
|
|
| 47 |
|
| — | — | — |
| |||||||
Bruce Levenson(2) |
|
| 69 |
|
| Member | Member | Chair |
| |||||||
Roger M. |
|
| 80 |
|
| — | Chair | Member |
|
(1) | Chief Executive Officer. |
(2) | Lead Independent Director. |
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 5 |
(1)Board Le Memberadership Structure
Mr. Cotoia became our CEO and Mr. Strakosch became our Executive Chairman in May 2016. The Board continues to believe that this leadership structure, which separates the Executive Chairman and CEO roles, remains appropriate as the Company continues to transition from primarily providing quarterly marketing campaigns towards an increased focus on providing our customers with purchase-intent data under longer-term contracts. As Executive Chairman, Mr. Strakosch not only remains involved in long-term strategy, investor relations, and other key business areas critical to our continued growth and success, but he also continues to assist and advise Mr. Cotoia. As CEO, Mr. Cotoia is responsible for the general management and operation of the Audit Committee
(2) Memberbusiness and the guidance and oversight of the Compensation Committee
(3) Member and ChairCompany’s senior executives. Mr. Cotoia’s in-depth knowledge of the Compensation Committee
(4) MemberCompany’s business, industry, and Chairoperations also provides him with a strong understanding of the Nominatingvision and Corporate Governance Committee
(5) Lead Independent Director
(6) Member of Nominating and Corporate Governance Committee
Board Leadership Structure
Our Chief Executive Officer also serves as the Chairmanstrategic direction of our Board of Directors.Company. The Board believes that the Company’s Chiefstructure of a separate Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside the Company and, in some cases, our industry, while the Chief Executive Officer brings Company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates the flow of information between management and the Board, which are critical for effective governance. Given the relative size of our Company and our Board, and the proximity of the Chairman and Chief Executive Officer to the day to day operations of the Company, the Chairman and Chief Executive Officer is particularly well positioned to gather and convey such information to the Board. One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Chairman and Chief Executive Officer,CEO, together with a Lead Independent Director having the duties described below, is in the best interest of the Company’s stockholders because it providesand harmonizes the appropriate balance between strategy developmentvarious responsibilities, experiences, and independent perspectives important to furthering the Company’s strategic vision for growth, while also addressing the governance needs and oversight responsibilities of management.
our Board. To strengthen independent oversight, the Board has adopted a number of governance practices, including:
·including (i) a clearly defined lead independent directorLead Independent Director role (as detailed below); and
· (ii) executive sessions of the independent directors after every Board meeting.
Directors. However, the Board recognizes that no single leadership model is right for all companies and at all times. The Board recognizestimes and that depending on the circumstances, other leadership models, such as a separatean independent chairmanChairman of the board,Board, might be appropriate. Accordingly, the Board periodically reviews its leadership structure.
Jay C. Hoag,Bruce Levenson, an independent directorDirector who serves as a Member of the Audit and Compensation Committees and as the Chair of both the Compensation and Nominating and Corporate Governance Committees,Committee, was selected by the Board in May 2007again this year to serve as the Lead Independent Director. Mr. Levenson has been selected for this position each year since 2016. The Lead Independent Director has the responsibility of presiding at all executive sessions of the Board, consulting with both the Executive Chairman and Chief Executive Officerthe CEO on Board and committee meeting agendas, acting as athe principal liaison between management and the non-management directors,non-employee Directors, including maintaining frequent contact with both the Executive Chairman and Chief Executive Officerthe CEO and advising himthem on the efficacy of the Board meetings, and facilitating teamwork and communication between the non-management directorsnon-employee Directors and management, as well as additional ancillary responsibilities.
Information About Other Executive Officers
Set forthIncluded in the table below is the name, age, and position of each other executive officer of the Company, other than Messrs. Strakosch and Cotoia, as of March 31, 2016.2019. Kevin Beam, the Company’s former President, retired from the Company effective July 24, 2018. The Company did not seek a replacement for the position of President. No executive officer is related to another executive officer or director.Director.
Name |
| Age |
| |||
|
|
| ||||
|
| |||||
|
|
| ||||
Principal Occupation/Position Held with the Company | ||||||
Don Hawk |
|
| 47 |
| Executive Director, Product Innovation | |
Daniel T. Noreck |
|
| 47 |
| ||
|
|
| Chief Financial Officer and Treasurer |
Michael Cotoia has been employed by us since 2002, serving as our Chief Operating Officer since January 2012 and prior to that as Executive Vice President (from 2010 to 2012), and various other positions including Senior Vice President, and Vice President and Publisher from 2002 to 2010. Prior to joining TechTarget,Don Hawk. Mr. Cotoia was Director of Sales at SANZ, a national storage integrator, and also held positions at EMC and Deloitte. Mr. Cotoia holds a B.S. from Babson College and is a certified public accountant.
Kevin Beam has been employed by us since 2000, serving as our President since January 2012, and prior to that, as Executive Vice President since July 2004, and as a Vice President from March 2000 until July 2004. Prior to joining TechTarget, Mr. Beam was a Vice President in the Technology Division of UCG from 1992 to 2000. Prior to joining UCG, Mr. Beam served as Vice President at Reliability Ratings, an IT publishing company, from 1989 to 1992. Before Reliability Ratings, Mr. Beam spent five years in sales and sales management positions at EMC Corporation. Mr. Beam holds a B.A. from Boston College.
Don Hawk has served as ourTechTarget’s Executive Director of Product Innovation since January 2012. Prior to that, Mr. Hawk served as our President sincefrom our incorporation in September 1999 to 2012. Prior to co-founding TechTarget, Mr. Hawk was a Director of New Media Products for the Technology Division of UCG from 1997 to 1999. Prior to joining UCG, Mr. Hawk was the directorDirector of electronic business developmentElectronic Business Development for Telecommunications Reports International, Inc., a telecommunications publishing company. Mr. Hawk holds a B.A. and an M.A. from George Washington University.
Janice KelliherDaniel T. Noreck. Mr. Noreck has served as ourTechTarget’s Chief Financial Officer and Treasurer since May 2012. Ms. Kelliher joined theDecember 2016 and, prior to that, as Chief Financial Officer and Treasurer of Providence and Worcester Railroad Company, a publicly-traded regional short line railroad with operations in January 2012 as Vice President, Finance.Connecticut, Massachusetts, New York, and Rhode Island, from September 2010 to December 2016. Prior to joining TechTarget, Ms. Kelliher servedthat, Mr. Noreck worked as Senior Audit Manager at Lefkowitz, Garfinkel, Champi & DeRienzo P.C. in Providence, Rhode Island from July 2003 to September 2010. Mr. Noreck holds a CFO Consultant for TechCFO, LLC, or TechCFO, a consulting firm that provides financial, operationalB.S. from the University of Massachusetts, Dartmouth and executive services to technology, multi-media and software companies, from 2009 to 2012. Prior to joining TechCFO, Ms. Kelliher served as Director of Accounting Management Solutions, Inc., a provider of outsourced financial and accounting services to corporate clients, from 2006 to 2009. She also held positions at The Harder Group and Deloitte. Ms. Kelliher is a certified public accountant and holds a B.S. in Accountancy from Bentley University.chartered global management accountant.
INFORMATION ABOUT CORPORATE GOVERNANCE
Our Board of Directors believes that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. This section describes the key corporate governance guidelines and practices that we have adopted. The charters governing the Audit Committee, the Compensation Committee, and the Nominating and Corporate
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 6 |
Governance Committee, the Code of Business Conduct and Ethics, as well asand our Corporate Governance Guidelines are posted on the corporate governance pagesection of our investor relations website located at www.techtarget.com. You may also obtainhttps://investor.techtarget.com. Additionally, a copy of any of these governance documents can be obtained without charge by writing to TechTarget, Inc., 275 Grove Street, Newton, MAMassachusetts 02466 Attention: Corporate Secretary.
Corporate Governance Guidelines
Our Board of Directors has adopted Corporate Governance Guidelines to assist in the exercise of its duties and responsibilities and to serve our best interests and those of our stockholders. The Corporate Governance Guidelines, which provideestablish a framework for the conduct of the business of the Board, provide, among other things, that:things:
·that our business and affairs are managed by, or under the direction of, our Board, of Directors, acting on behalf of the stockholders. Our Board of Directors has delegated to our officers the authority and responsibility for managing the Company’s everydayday-to-day affairs. Our Board of Directors has an oversight role and is not expected to perform or duplicate the tasks of our Chief Executive OfficerCEO or senior management;
·that the Board, through the Nominating and Corporate Governance Committee, shall consider the criteria for prospective Board members as it deems necessary or advisable and identify prospective nominees;
·that a majority of the members of our directorsDirectors shall meet the independence standards of the NASDAQ Stock Market, Inc.;Nasdaq;
·the expectations for attendance and participation at boardBoard meetings;
·the structure of the Board;
·a process by which stockholders may communicate with the Board; and
·that the independent members of our Board of Directors regularly meet in executive session.
These and other matters are described in more detail below and in the Corporate Governance Guidelines themselves.
Board Determination of Independence
Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. Under applicable NASDAQNasdaq standards, a director will only qualify as an “independent director” if the directorthey can satisfy certain bright line tests set forth in such standards. In addition, the Boardboard must determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out histhe responsibilities of a director. Our Board has determined that none of Messrs. Burke, Forman, Hoag, Levenson, or Marino has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a directorDirector and that each of these directorsDirectors is “independent” as thatthe term is defined by NASDAQNasdaq standards. Messrs. Strakosch and Cotoia are not deemed to be independent directors under these rules because they are our Executive Chairman and CEO, respectively. Other than the payments by the Company reported in the “Director Compensation” section of this proxy statement, none of our Directors have received, or will receive, any compensation, nor have they entered into any “golden leash” arrangements in connection with their service on our Board.
Each directorDirector is expected to attend regularly scheduled boardBoard meetings and to participate in special or other boardBoard meetings. OurDuring 2018, our Board of Directors held seven meetings in 2015. During 2015,and each directorDirector attended at least 75% of the aggregate number of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees thereofon which he served, with the exception of which each director was a member except for Mr. Marino who attended 71%64% of all such meetings.the aggregate number of total Board and committee meetings on which he served.
Director Attendance at Annual Meeting of Stockholders
Our Corporate Governance Guidelines provide that directorsDirectors are encouraged to attend our Annual Meeting. In 2015,2018, all of our directorsDirectors, with the exception of Mr. Levenson, participated in the Annual Meeting either in person or by telephone.
Our Board of Directors has established Audit, Compensation, and Nominating and Corporate Governance Committees.committees. Each committee operates under a separate charter adopted by our Board of Directors.Board. The committee charters are posted on the corporate governance pagesection of our investor relations website located at www.techtarget.comhttps://investor.techtarget.com. Our Board of Directors has determined that all of the members of each of the Board’s three standing committees are independent as defined under NASDAQNasdaq listing standards as well as, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended or the (the “Exchange Act.Act”). In addition,
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 7 |
the Board has determined that all
members of the Compensation Committee meet anythe additional independence requirements set forth in Rule 10C-1 of the Exchange Act and Section 162(m) of the Internal Revenue Code and rules thereunder.Code.
Audit Committee.Committee. During 2015,2018, our Audit Committee was comprised of Leonard P. Forman, the Chair of the Committee, Roger M. MarinoBruce Levenson, and Robert D. Burke. Our Board of Directors has determined that Mr. Forman, who is an independent director,Director, is an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee’s responsibilities, as set forth in its Charter, include:
·appointing, retaining, terminating, and approving the compensation of, and assessing the independence of, our independent registered public accounting firm;
·assessing and evaluating the work of our independent registered public accounting firm;
·pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
·meeting independently with our independent registered public accounting firm;
·establishing policies and procedures for the receipt and retention of accounting related complaints and concerns;
·coordinating the oversight, and reviewing the adequacy, of our internal controls over financial reporting;
·reviewing our quarterly earnings releases and financial disclosures;
·making regular reports to the Board;
·preparing the Audit Committee report required by SEC rules to be included in our Proxy Statement;
·reviewing and assessing the adequacy of the Audit Committee Charter; and
·evaluating its own performance and reporting the results of such evaluation to the Board.
The Audit Committee met sevensix times in 2015.2018.
Compensation Committee.Committee. During 2015,2018, our Compensation Committee was comprised of Jay C. Hoag,Roger M. Marino, the Chair of the Committee, Leonard P. Forman, Bruce Levenson, and Robert D. Burke. Mr. Levenson joined the Committee upon his election to the Board in February 2015.TheThe Compensation Committee’s responsibilities include:
·annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;CEO;
·evaluating the performance of our Chief Executive OfficerCEO in light of such corporate goals and objectives and determining the compensation of our Chief Executive Officer;CEO;
·reviewing and approving the compensation of our other executive officers and those members of management that report directly to our Chief Executive Officer;CEO;
·reviewing and discussing with management our executive compensation disclosures included in reports and registration statements filed with the SEC and producing required reports;
·establishing and reviewing our overall management compensation philosophy and policy;
·overseeing our compensation, welfare, benefit, pension, and pension plans andother similar plans;
·overseeing the evaluation of management;
·developing, and reporting on, a Chief Executive OfficerCEO succession plan for consideration by the Board and reporting on such plan to the Board;
·reviewing and making recommendations to the Board with respect to directorDirector compensation, with guidance from our Nominating and Corporate Governance Committee;
·making regular reports to our Board of Directors;Board;
·reviewing and assessing the adequacy of the Compensation Committee Charter;
preparing the Compensation Committee report required by SEC rules to be included in our Proxy Statement; and
·evaluating its own performance and reporting the results of such evaluation to our Board of Directors.Board.
The Compensation Committee met five times in 2018. In accordance with its charter and subject to applicable law, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. The Committee has not delegated any of its authority. Our Compensation Committee met seven times in 2015. The processes and procedures followed by our Compensation Committee in considering and determining executive and directorDirector compensation are described below under the headings “Executive Compensation” and “Director Compensation”.Compensation.”
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 8 |
Nominating and Corporate Governance Committee.Committee. During 2015,2018, our Nominating and Corporate Governance Committee was comprised of Jay C. Hoag,Bruce Levenson, the Chair of the Committee, Leonard P. Forman, and Roger M. Marino. Mr. Levenson joined
the Committee upon his election to the Board in February 2015. The Nominating and Corporate Governance Committee’s responsibilities include:
·developing and recommending to the Board criteria for Board and committee membership and providing guidance to the Compensation Committee regarding directorDirector compensation;
·identifying individuals qualified to become boardBoard members;
·establishing procedures for identifying and evaluating directorDirector candidates including nominees recommended by stockholders;
·reviewing our disclosures concerning our policies and procedures for identifying and reviewing boardBoard nominee candidates;
·recommending to the Board the persons to be nominated for election as directorsDirectors and to each of the Board’s committees;committee;
·conducting an appropriate review and approval of all related-partyrelated party transactions for potential conflict of interest situations on an ongoing basis;
·developing and recommending to the boardBoard a Code of Business Conduct and Ethics and Corporate Governance Guidelines;
·overseeing the evaluation of the Board;
·Board and making regular reports to the Board;
·reviewing and assessing the adequacy of the Nominating and Corporate Governance Committee Charter;charter; and
·evaluating its own performance and reporting the results of such evaluation to the Board.
The Nominating and Corporate Governance Committee met threetwo times in 2015.
2018. The processes and procedures followed by our Nominating and Corporate Governance Committee in identifying and evaluating directorDirector candidates are described below under the heading “Director Nomination Process”.Process.”
The process followed by the Nominating and Corporate Governance Committee to identify and evaluate directorDirector candidates includes meeting, from time to time, to evaluate biographical information and background material relating to potential candidates, interviewing selected candidates, and recommending prospective candidates for the Board’s consideration and review.
Generally, the Committee identifies candidates through the personal, business and organizational contacts of the directors and management.
In identifyingevaluating prospective directorDirector candidates, the Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective directorDirector candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of our Board. Certain criteria are set forth in our Corporate Governance Guidelines and include the candidate’s integrity, business acumen, knowledge of the Company’s business and industry, and experience. The Committee does not assign specific weights to particular criteria, although it does consider the following minimum qualifications:
·Directors must be of the highest ethical character and share the values of the Company as reflected in the Company’s Code of Business Conduct and Ethics;
·Directors must have reputations, both personal and professional, consistent with the image and reputation of the Company;
·Directors must have the ability to exercise sound business judgment; and
·Directors must have substantial business or professional experience and be able to offer meaningful advice and guidance to the Company’s management based on that experience.
The Board may also consider other qualities such as an understanding of, or experience in, online media, finance, and/or marketing as well as leadership experience within public companies. Our Board of Directors believes that the backgrounds and qualifications of its directors,Directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allowallows our Board of Directors to fulfill its responsibilities.
In addition to the foregoing factors, the Committee may also consider diversity in its evaluation of candidates for Board membership. The Board believes that diversity with respect to viewpoint, skills, and experience should be an important factor in Board composition. The Committee ensures that diversity considerations are discussed in connection with each potential nominee, as well as on a periodic basis, in connection with the composition of the Board as a whole.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential directorDirector candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to TechTarget, Inc., 275 Grove Street, Newton, MAMassachusetts 02466, Attn:
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 9 |
Corporate Secretary. Assuming that appropriate biographical and background material has been provided onin a timely basis,manner, 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.
If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Company’s proxy statement for the next annual meeting assuming the nominee consents to such inclusion.
Communications with the Independent Directors
Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if, and as, appropriate. The Chairman of the Board of Directors is primarily responsible for monitoring and responding to communications from stockholders and other interested parties and for providing copies to our Board ofother Directors or to the individual directorDirector so designated on a periodic basis, as he considers appropriate.
Unless any communication is marked confidential and is addressed to a particular Board member, the Chairman of the Board, of Directors, prior to forwarding any correspondence, will review such correspondence and, in his discretion, will not forward items if they are deemed to be of a commercial, irrelevant, or frivolous nature or otherwise inappropriate for consideration by our Board of Directors.
Board. Interested parties may send written communications to our Board of Directors at the following address: TechTarget, Inc., 275 Grove Street, Newton, MA 02466;Massachusetts 02466, Attention: Chairman of the Board, of Directors; or to the attention of an individual director.Director.
The Board’s Role in Risk Oversight
The Board of Directors is primarily responsible for oversight of the Company’s risk management. As such, it regularly reviews issues that present particular risks to the Company, including those involving competition, customer demands, economic conditions, planning, strategy, finance, sales and marketing, products, information technology and cybersecurity, facilities and operations, and legal and regulatory compliance issues. Additionally, the Board relies on the Audit Committee to oversee issues related to financial risks and exposures, particularly financial reporting, tax, accounting, financial disclosures, internal control over financial reporting, financial policies, investment guidelines, and credit and liquidity matters. The Board believes that this approach provides appropriate checks and balances against undue risk taking. We believe that our leadership structure supports the risk oversight function of the Board. With two members of management, specifically our Executive Chairman and our CEO, serving on the Board, they are able to facilitate open communication between the Company’s management team and Directors relating to risk and help ensure that these risks are appropriately assessed, managed, and mitigated.
Compensation Risks. The Board relies on the Compensation Committee to evaluate the Company’s compensation programs to ensure that they do not create undue risk-taking in the performance ofattempting to achieve Company goals. To assist the Compensation Committee in its evaluation in 2018, management conducted a risk analysis of the structure of the Company’s compensation policies and practices, including the design and metrics of its performance-based compensation programs, and reported the results to the Compensation Committee. Management analyzed each plan generally as well as each performance goal under each plan, in conjunction with the business process or processes involved in attaining the performance goal. Management considered any mitigating factors, including internal controls designed to prevent fraud or manipulation of business processes and operations, in its evaluation. For example, there is an inherent risk of manipulation in the recognition of revenue and the pricing and processing of orders in the Company’s business. In order to mitigate these risks, the Company has established numerous processes and controls regarding pricing, revenue recognition, accounts receivable, order processing, and expenses, including independent reviews of the various components of revenue and expense, and a multidisciplinary contracts management process that has multiple approval and signatory levels, and seeks to prevent any deviation from or circumvention of the processes. In addition to the numerous internal controls which require multidisciplinary review, BDO, the Company’s independent auditor,registered public accounting firm also reviews all components ofthe interim financial statements included in our quarterly and annual financial reportingreports on Form 10-Q and audits the Company’s annual financial statements. Management presented its analysis to the Compensation Committee in April 2016.2019. Based on the analysis, the Committee concluded that the Company’s performance-based compensation plans did not create risks that would be reasonably likely to have a material adverse effect on the Company.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics (“Code”) that applies to our directors,Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, orand persons performing similar functions. We have posted the Code of Business Conduct and Ethics on our website, which is located at www.techtarget.com.www.techtarget.com. In addition, we will disclose on our website if any all amendments to, or waivers granted to any Director or executive officer or director from, any provision of the Code of Business Conduct and Ethics.Code.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 10 |
PENSATION
Directors who are also employees will continue to receive no compensation for their service as a director.Director. All non-employee directors receiveDirectors received the following compensation:
·compensation in 2018: (i) a base annual retainer of $20,000;
· (ii) a fee of $1,500 for attendance at each Board meeting;
· (iii) a fee of $1,000 for attendance at each committeeCommittee meeting; and
· (iv) an annual grant of options to purchase, at the fair market value aton the timedate of issuance, 2,500grant, 5,000 shares of our common stock, which options were immediately exercisable.are exercisable on the first anniversary of the date of grant. New non-employee Directors receive an initial grant of 2,500 options upon the commencement of service with the Company.
In addition, eachEach non-employee directorDirector also receives, on an annual basis, the following retainer amounts for service as follows:committee service: each member of the Audit Committee: $5,000; each member of the Compensation Committee: $2,500; and each member of the Nominating and Corporate Governance Committee: $2,500. Also,In addition to the retainers for committee service, each committee chairperson also receives the following additional annual retainers: Chair of the Audit Committee: $10,000; Chair of the Compensation Committee: $5,000; and Chair of the Nominating and Corporate Governance Committee: $5,000. Directors are also reimbursed for actual out-of-pocket expenses incurred in attending any meetings.
In accordance with the terms of our non-employee directorDirector compensation program described above, which is reviewed and approved annually by the Compensation Committee, directorsDirectors receive restricted stock units (RSUs)Restricted Stock Units (“RSUs”) in lieu of cash payments for their retainers and meeting attendance fees under our 20072017 Stock Option and Incentive Plan. These RSUs are valued at the fair market value on the date of grant and are fully vested upon grant.
In the event that we add additional non-employee Directors to our Board, we may grant additional amounts of equity compensation based on the available benchmarking data for directors of comparable companies as well as other relevant factors, such as that person’s experience in our industry, unique skills and knowledge, and the extent to which we expect that person will serve on and/or chair any committees.
2015Fiscal 2018 Director Compensation
The following table details the compensation paid during 2015 tofor 2018 of our non-employee directors:Directors:
Name |
| Stock Awards(1)($) |
| Option Awards (2)($) |
| Total (1)(2)($) |
|
Robert D. Burke |
| 52,000 |
| 9,296 |
| 61,296 |
|
Leonard Forman |
| 67,500 |
| 9,296 |
| 76,796 |
|
Jay C. Hoag |
| 55,500 |
| 9,296 |
| 64,796 |
|
Bruce Levenson(3) |
| 68,500 |
| 26,895 |
| 95,395 |
|
Roger M. Marino |
| 42,000 |
| 9,296 |
| 51,296 |
|
(1) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of the RSU awards granted to each director during 2015, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. For the assumptions used to calculate the fair value of the equity awards granted, see Note 10 to our 2015 audited financial statements in our annual report on Form 10-K.
(2) The amounts in the “Options Awards” column reflect the aggregate grant date fair value of the option awards granted to each director during 2015, computed in accordance with ASC 718. We use the Black-Scholes option pricing model to determine the fair value of option awards. For the assumptions used to calculate the fair value of the option awards granted, see Note 10 to our 2015 audited financial statements in our annual report filed on Form 10-K.
(3) Due to the timing of Mr. Levenson’s election in February 2015, includes 2015 and 2016 Board and committee retainers.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview and Compensation Philosophy
The primary objectives of our Compensation Committee and our Board of Directors with respect to executive compensation are to attract, retain and motivate executives who make important contributions to the achievement of our business goals, and to align the incentives of our executives with the creation of long-term value for our stockholders. The Compensation Committee implements and maintains compensation plans in order to enhance the likelihood that we achieve these objectives. Our executive compensation program is designed to attract and retain those individuals with the skills necessary for us to achieve our long-term business goals, to motivate and reward individuals who perform at or above the levels that we expect, and to link a portion of each executive officer’s compensation to the achievement of our business objectives. It is also designed to reinforce a sense of ownership, urgency and overall entrepreneurial spirit. Further, our executive compensation program is designed in a manner that we believe aligns the interests of our executive officers with those of our stockholders by providing a portion of our executive officers’ compensation through equity-based awards.
Compensation Committee
Our current executive compensation policies and objectives were developed and implemented by our Compensation Committee which, during 2015, consisted of four independent directors. The Compensation Committee reviews and approves compensation for our executive officers with input from our Chief Executive Officer. Mr. Strakosch typically makes recommendations to the Committee regarding the compensation of the executive officers, based from time to time in part upon the periodic benchmarking exercise described on page 22. Mr. Strakosch plays no role in determining his own salary, bonus or equity compensation.
Our Compensation Committee annually reviews our executive compensation program to assess whether the program provides adequate incentives and motivation to our executive officers, and whether it adequately compensates our executive officers. In addition to addressing cash compensation matters for our executive officers, which include base salary and annual bonus plan and targets, our Compensation Committee reviews and approves equity grants to executive officers and employees who are not executive officers.
Elements of Executive Compensation
Executive compensation consists of the following elements:
· base salary;
· annual bonus;
· equity incentive compensation; and
· employee benefit plans.
We view these elements of compensation as related but distinct. Although our Compensation Committee reviews total compensation, we generally do not believe that significant compensation derived from one element of compensation should necessarily negate or reduce compensation from other elements. We assess the appropriate level for each compensation component based on our view of internal fairness and consistency and other considerations we deem relevant, such as the executives’ equity ownership position. We may also from time to time review executive compensation levels at other companies with which we compete. For 2015, our overall mix of executive compensation continued to include a balance of cash and non-cash compensation, taking into consideration existing long-term equity awards.
Base Salary. Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. Base salaries for our executives typically have been set in our offer letter to the executive at the outset of employment. None of our executives is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment, so that our executive officers will contribute to our overall business goals. We may also take into account the base salary compensation that is payable by companies that we believe to be our competitors and by other comparable private and public companies with which we believe we generally compete for executives. The Compensation Committee reviews base salaries periodically, most recently in late 2014 for the 2015 fiscal year, and adjusts them from time to time as appropriate after taking into account an individual’s responsibilities, performance, skills specific to our business and industry experience, as well as the limited
benchmarking described above. For 2015, the annual base salary for each of our named executive officers remained unchanged from his or her annual base salary for 2014.
Executive Incentive Bonus Plan
Plan Performance Metrics and Individual Goals. We designed our executive bonus plan in a manner we believe will focus and motivate our management on achieving key company financial objectives and reward our management for achievement of these true measures of operating performance. In December 2014, our Board of Directors approved the Executive Incentive Bonus Plan, or Bonus Plan, goals for 2015. As in past years beginning in 2011, the Compensation Committee concluded that Revenue (as defined by Generally Accepted Accounting Principles, or GAAP) and Adjusted Earnings Before Income Taxes, Depreciation and Amortization, or Adjusted EBITDA, were the appropriate measurements of our performance with respect to the Bonus Plan. In 2015, the Compensation Committee once again determined that each of Revenue and Adjusted EBITDA were of equal importance and assigned an equal weighting to each metric.
Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA (which is defined as net income (loss) before interest expense (income) net, foreign exchange, provision for (benefit from) income taxes, depreciation and amortization), as further adjusted to exclude stock-based compensation, secondary offering costs and other one-time charges. For a detailed discussion of Adjusted EBITDA, you should refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
In establishing the relevant Revenue and Adjusted EBIDTA targets used in the Bonus Plan for fiscal 2015, the Compensation Committee reviewed the Company’s 2015 budget. The Committee determined that the financial targets should, as in past years, be based on the Company’s current year budget. The Committee also took into consideration the Company’s actual performance against its 2014 budget. Based on those two factors, the Committee increased the 2015 targets against the prior year period.
After the Compensation Committee established the Bonus Plan goals, it assigned a target bonus amount to each executive officer based on a recommendation from Mr. Strakosch and various factors noted above including consideration of the Company’s annual budget. Mr. Strakosch’s target bonus amount was determined by the Compensation Committee based on the various factors noted above without input from Mr. Strakosch. The Compensation Committee approved the following target bonus amounts for Messrs. Strakosch, Cotoia, Beam and Hawk and Ms. Kelliher for 2015: $145,000, $110,000, $110,000, $70,000 and $50,000, respectively.
Plan Operation. In order for our executive officers to earn a bonus under the Bonus Plan, the minimum threshold of 90% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target must be achieved. The targets for each metric were measured on a cumulative quarterly basis. If the applicable 90% threshold is achieved, then each of our executive officers would earn 50% of that quarter’s portion of the applicable metric’s allocation (50%) of their targeted bonus amount. Furthermore, each of our executive officers could earn an additional 5% within each metric for each additional 1% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target achieved over 90%, until 100% of the Adjusted EBITDA and/or Revenue bonus target (as applicable) for that quarter, or cumulative quarters, was achieved. In the event that both Adjusted EBITDA and Revenue are greater than 100%, then the executive could earn more than his or her respective target bonus, and the portion of the bonus in excess of each executive’s target would be payable in common stock of the Company. In the event that performance is less than 90%, no bonus would be earned.
The Bonus Plan provided for quarterly payments to the named executive officers based on the portion of the annual financial metrics allocated to each quarter under the Bonus Plan. The Bonus Plan provided that such quarterly payments made to the named executive officers, if any, could be recovered by the Company for subsequent quarterly performance (the “claw-back”), and that the named executive officers could receive the payment (or a portion thereof) applicable to a prior quarter for which the applicable metrics were not achieved in the event that the aggregate amount of the metrics, on a cumulative basis, were achieved over multiple quarters. With respect to the claw-back, the Bonus Plan provided that, at the end of fiscal 2015, if the aggregate amount of quarterly payments had resulted in an overpayment (that would not have been made if the payments had been made on a one-time basis at the end of fiscal 2015), the named executive officers would be required to repay the Company in the amount of the overpayment. Such repayment would be made over a six-month period in the form of offsets to other compensation payments owed to the named executive officer; provided that, in the event that the employment of a named executive officer were terminated for any reason, the full amount of any overpayment then due and owing to the Company would become immediately due and payable.
The Bonus Plan also provided that no quarterly payment could exceed twenty-five percent of the applicable named executive officer’s target bonus amount and that any payments in excess of such targeted bonus amount would only be paid in the event
that the annual financial metrics were exceeded. All other material terms of the Bonus Plan also remained the same as in 2014, which terms are consistent with the terms of annual performance bonus plans that have been in place for our executive officers since 2002.
2015 Plan Performance. In 2015, the Company produced cumulative Adjusted EBITDA and Revenue, respectively, in the following percentages of the applicable quarterly and annual targets, which resulted in the following performance relative to the bonus Plan targets:
Quarter |
| Adjusted EBITDA |
| Revenue |
|
|
|
|
|
|
|
Q1 |
| 80% |
| 91% |
|
Q2 |
| 97% |
| 96% |
|
Q3 |
| 93% |
| 95% |
|
Q4 |
| 87% |
| 92% |
|
This resulted in overall Plan performance for 2015 of 30%. Our executive officers received the following payouts, subject to the clawback as described in footnote 1 to the table:
Name and Position |
| Target ($) |
| Actual ($)(1) |
|
|
|
|
|
|
|
Greg Strakosch, Chairman and CEO |
| 145,000 |
| 76,126 |
|
|
|
|
|
|
|
Janice Kelliher, Chief Financial Officer |
| 50,000 |
| 26,251 |
|
|
|
|
|
|
|
Michael Cotoia, Chief Operating Officer |
| 110,000 |
| 57,751 |
|
|
|
|
|
|
|
Kevin Beam, President |
| 110,000 |
| 57,751 |
|
|
|
|
|
|
|
Don Hawk, Executive Director |
| 70,000 |
| 36,751 |
|
(1) Represents aggregate quarterly cash payments to each executive officer in respect of performance for the first three quarters of 2015. Based on full year 2015 performance under the Bonus Plan, the Company will claw back payments through retention of any first and second quarter 2016 payments otherwise due under the 2016 Executive Incentive Bonus Plan as follows: Mr. Strakosch - $32,625; Ms. Kelliher - $11,250; Mr. Cotoia - $24,750; Mr. Beam - $24,750; and Mr. Hawk - $15,750. If there are no payments otherwise due under the 2016 Bonus Plan in respect of the first two quarters of 2016, the Company will make other arrangements for the clawback of the compensation not later than June 30, 2016.
Equity Incentive Compensation. We grant restricted stock units, or RSUs, to attract, motivate and retain employees. We believe that RSUs and other equity awards are an important component of an executive’s overall compensation package, which can be effective in rewarding the long-term performance of our executives. We believe that this compensation philosophy, in turn, may contribute to long-term value for our stockholders. All of our executive officers and a majority of our key employees have received stock option grants under our 1999 Stock Option Plan and stock options and/or RSU grants under our 2007 Stock Option Plan. We believe that the vesting feature of our equity grants increases executive retention by providing an incentive to remain in our employ during the vesting period, which is typically multi-year.
We typically make an initial equity award to each new executive in connection with the start of his or her employment. Other than with respect to new hire awards, we typically grant RSU awards once per year to a select group of employees, typically in August and generally only during open trading windows. We do not typically grant the same individuals an award each year. Further, we do not routinely grant each named executive officer an RSU award each year. We may grant any individual executive officer an RSU award periodically. All grants of equity awards are approved by the Compensation Committee either as part of the annual grant process or at other times during the year. RSUs typically vest in equal tranches once per year on the anniversary of the grant date over a three year period.
In determining equity awards, our Compensation Committee considers the Company’s business and financial performance, the executive’s performance and future potential, the award value relative to other executives’ awards, and the value of
previous awards and amount of outstanding unvested equity awards. The Committee also considers the recommendations of our CEO with respect to awards to the executive officers and employees other than the CEO, and, from time to time, the external data described in the “Benchmarking of Compensation and Equity” section below.
2015 Equity Grants. In August 2015, the Compensation Committee granted Ms. Kelliher 12,000 RSUs which vest one-third per year over three years. The Committee made this award to Ms. Kelliher in recognition of her performance and contributions to the Company as well as her expected future contributions. Based on the Company’s and Committee’s philosophy that each executive officer should not receive an RSU grant each year, there were no other equity awards made to executive officers during 2015.
Employee Benefit Plans. Our employees, including our executive officers, are entitled to the following employee benefits: medical, dental and vision care plans; supplemental vision care plan; flexible spending accounts for healthcare and dependent care; pretax transportation account; life, accidental death and dismemberment and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, we may provide a discretionary matching contribution to all employees after they meet all eligibility requirements. Currently, we match fifty cents of each dollar of compensation contributed by the participant up to a maximum of $2,000 per year. The employer contributions vest over a four-year period commencing on the employee’s hire date.
Advisory Vote on Executive Compensation. At our 2011 Annual Meeting of Stockholders, a majority of stockholder votes were cast for a say-on-pay vote once every three years. The Compensation Committee considered this stockholder vote and determined to hold stockholder advisory votes on our executive compensation program once every three years. At the 2014 Annual Meeting of Stockholders, a majority of stockholders votes were cast for the compensation of the named executive officers as disclosed in the 2014 Proxy Statement. The Compensation Committee noted the affirmative vote on the Company’s executive compensation program as it determined executive officer compensation for 2016. We will next conduct an advisory vote on the frequency of the say-on-pay vote, as well as the advisory vote on executive compensation, at the 2017 Annual Meeting of Stockholders.
Employment Agreements
Each of the named executive officers is party to an employment agreement with the Company which provides for certain benefits while employed at the Company, including base salary, bonus, treatment of equity in the event of a termination of employment under certain circumstances or a change of control. These terms are described in more detail under the heading “Employment Agreements and Potential Payments Upon Termination or Change of Control”. The Company believes that retention of its executive officers is critical to the operation of the Company and has made the decision to provide these benefits in the employment agreements. In consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend for one year post-termination for Mr. Strakosch and nine months post-termination for the other named executive officers. The executive officers’ employment agreements are described in more detail on page 29 under the heading “Employment Agreements and Potential Payments Upon Termination or Change in Control”.
Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly paid executive officers (other than our CEO and CFO). Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We generally intend to structure the performance-based portion of our executive compensation, when feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. However, our Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.
Benchmarking of Compensation and Equity
The Committee believes that using peer company compensation information in its executive compensation determinations may sometimes be appropriate and can be a meaningful factor in determining cash and equity compensation. The Committee also believes that reviewing such external data may not always be relevant and also relies on other factors, including company performance and the Committee’s own substantial business and industry experience, in setting executive compensation.
From time to time, including most recently in 2014, the Committee reviewed peer company information and data compiled by Company officers from publicly available information regarding the following companies: WebMD, QuinnStreet, DemandMedia, Dice Holdings, BankRate, The Knot, TheStreet.com and TripAdvisor. This group of peer companies was determined to have been appropriate by the Committee because of their characteristics and industry focus that are similar to ours. With regard to our CEO and CFO, given that we believe the role and responsibilities for those positions are generally consistent from company to company, we review from time to time the compensation of those titled positions as detailed in public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry and geography. Additionally, for the other three members of our executive management team, whose positions are more distinct and may not be as readily benchmarked by title, when we benchmark their compensation, we attempt to find analogous positions in other public and private companies in our industry with similar financial and operational characteristics by function and responsibilities.
The Compensation Committee took this information into consideration when setting compensation for our executive officers in 2015 and 2016. The Committee also considered additional individual factors that contribute to the executive’s value to the Company, such as length of service and specific skills that make an executive officer uniquely key to our success. Based on the Committee’s review of the compensation data available on the executives in the Company’s peer group, the Committee determined that the base salary and target bonus for each executive officer for 2015 and 2016 would remain unchanged from 2014.
Neither the Committee nor the Company has retained a compensation consultant. The Committee during 2015 was comprised of Leonard Forman, Jay C. Hoag, Bruce Levenson and Robert Burke. Mr. Hoag, either personally or on behalf of the TCV funds, represented substantial stockholders of our Company. The Compensation Committee members reviewed and approved the compensation of our executive officers, relying in part on their substantial business experience.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the section of this Proxy Statement entitled “Compensation Discussion and Analysis”. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that such section be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
By the Compensation Committee of the Board of Directors
Jay C. Hoag, Chair
Robert D. Burke
Leonard P. Forman
Name |
| Stock Awards(1)($) |
|
| Option Awards(2)($) |
|
| Total($) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Robert D. Burke |
|
| 49,006 |
|
|
| 59,696 |
|
|
| 108,702 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leonard P. Forman |
|
| 63,523 |
|
|
| 59,696 |
|
|
| 123,219 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce Levenson |
|
|
|
|
|
| 59,696 | 118,224 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Roger M. Marino | 41,007 | 59,696 | 100,703 |
(1) | The “Stock Awards” column reflects the aggregate grant date fair value of the RSUs granted to each Director during 2018, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For the assumptions used to calculate the fair value of the equity awards granted, |
(2) | The “Option Awards” column reflects the aggregate grant date fair value of the Option Awards granted to each Director during 2018, computed in accordance with ASC 718. We use the Black-Scholes option pricing model to determine the fair value of option awards. For the assumptions used to calculate the fair value of the Option Awards granted, see Note 11 to our 2018 audited consolidated financial statements in our Form 10-K. |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation programs for our fiscal year 2018 named executive officers who were:
Greg Strakosch, Executive Chairman
Mike Cotoia, Chief Executive Officer
Dan Noreck, Chief Financial Officer
Don Hawk, Executive Director
Kevin Beam, Former President
Overview and Compensation Philosophy. The primary objectives of our Compensation Committee and our Board with respect to executive compensation are to attract, retain, and motivate executives who make important contributions to the achievement of our business goals, and to align the incentives of our executives with the creation of long-term value for
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 11 |
our stockholders. The Compensation Committee implements and maintains compensation plans in order to enhance the likelihood that we achieve these objectives. Our executive compensation program is designed to attract and retain those individuals with the skills necessary for us to achieve our long-term business goals, to motivate and reward individuals who perform at or above the levels that we expect, and to link a portion of each executive officer’s compensation to the achievement of our business objectives. It is also designed to reinforce a sense of ownership, urgency, and overall entrepreneurial spirit. Further, our executive compensation program is designed in a manner that we believe aligns the interests of our executive officers with those of our stockholders by providing a portion of our executive officers’ compensation through equity-based awards.
Compensation Committee. Our current executive compensation policies and objectives were developed and implemented by our Compensation Committee which, throughout 2018, consisted of four independent Directors. The Compensation Committee reviews and approves compensation for our executive officers with input from both our Executive Chairman and CEO. Mr. Strakosch and Mr. Cotoia make recommendations to the Committee, from time to time, regarding the compensation of the Company’s executive officers based in part upon the periodic benchmarking exercise described in the “Equity Incentive Compensation and Other Benefits — Benchmarking of Compensation and Equity” section below. Neither Mr. Strakosch nor Mr. Cotoia plays any role in determining his own salary, bonus, or equity compensation. Our Compensation Committee annually reviews our executive compensation program to assess whether the program provides adequate incentives and motivation to our executive officers, and whether it adequately compensates our executive officers. In addition to addressing cash compensation for our executive officers, which includes base salary and annual bonus plan and targets, our Compensation Committee reviews and approves equity grants to executive officers and employees who are not executive officers.
Elements of Executive Compensation. Our executive compensation consists of the following elements: (i) base salary; (ii) annual bonus; (iii) equity incentive compensation; and (iv) employee benefit plans. We view these elements of compensation as related but distinct. Although our Compensation Committee reviews total compensation, we generally do not believe that significant compensation derived from one element of compensation should necessarily negate or reduce compensation from other elements. We assess the appropriate level for each compensation component based on our view of internal fairness and consistency and other considerations we deem relevant, such as the executives’ equity ownership position. We may also, from time to time, review executive compensation levels at other companies with which we compete. For 2018, our overall mix of executive compensation continued to include a balance of cash and non-cash compensation, taking into consideration existing long-term equity awards.
Base Salary. Base salaries are used to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our executives. Base salaries for our executives typically have been set in our offer letter to the executive at the outset of employment. None of our executives are currently party to an employment agreement that provides for automatic or scheduled increases in base salary. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment, so that our executive officers will contribute to our overall business goals and success. We may also take into account the base salary compensation that is payable by companies that we believe to be our competitors and by other comparable private and public companies with which we believe we generally compete for executives. The Compensation Committee reviews base salaries periodically, most recently in early 2018, and adjusts them from time to time as appropriate after taking into account an individual’s responsibilities, performance, skills specific to our business, industry experience, as well as the limited benchmarking referenced above and described in the “Equity Incentive Compensation and Other Benefits — Benchmarking of Compensation and Equity” section below. For 2018, the annual base salary for all of our named executive officers remained the same as in 2017.
Executive Incentive Bonus Plan
Plan Performance Metrics and Individual Goals. The Compensation Committee designed our 2018 Executive Incentive Bonus Plan (the “2018 Bonus Plan”) in a manner it believed would focus and motivate our management on achieving key company financial and strategic objectives and reward our management for achievement of these measures of operating performance. In February 2018, our Board approved the 2018 Bonus Plan performance. In 2018, the Compensation Committee concluded that “Revenue” (as defined by Generally Accepted Accounting Principles (“GAAP”)), Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), and a new operating measures metric calculated based on the percentage of customer contracts with terms longer than 270 days (“Longer-Term Contract”) were the appropriate measurements of our performance with respect to the 2018 Bonus Plan. Adjusted EBITDA is a non-GAAP financial measure defined as EBITDA (which is defined as earnings before interest, taxes, depreciation and amortization), as further adjusted to exclude stock-based compensation, other (income) expense net, secondary offering costs, and other one-time charges, if any. For a detailed discussion of Adjusted EBITDA please refer to our Form 10-K. The Compensation Committee included the new Longer-Term Contract metric, coupled with the
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 12 |
Revenue and Adjusted EBITDA metrics, because it felt this metric would better align our executive incentive compensation with the Company’s goal of moving towards providing our customers with purchase-intent data under longer-term contracts. Payment of a bonus under the 2018 Bonus Plan is based on either the attainment of the Revenue and/or Adjusted EBITDA performance goals or attainment of the Longer-Term Contract performance goals. In December 2016, our Compensation Committee revised the payment schedule that would apply to future bonus plans, including the 2018 Bonus Plan, by replacing quarterly payments with annual payments to be made prior to March 15 of the following fiscal year, based on the achievement of the performance goals measured at the end of each fiscal year.
The Compensation Committee designed the relevant Revenue, Adjusted EBIDTA, and Longer-Term Contract targets used in the 2018 Bonus Plan by taking into consideration the 2018 budget as well as projected revenue. The Committee determined that the financial targets should, as in past years, be based on the Company’s current year budget and also took into consideration the Company’s actual performance against its 2017 budget. The Committee determined that the Longer-Term Contract target should be based on projected revenue and anticipated product mix. Based on these factors, the Committee established the 2018 targets against the prior year period. After the Compensation Committee established the 2018 Bonus Plan performance goals, it assigned a target bonus amount to each executive officer based on a recommendation from Mr. Strakosch and various factors noted above including consideration of the Company’s annual budget, and the Company’s strategic and financial goal of transitioning from primarily quarterly marketing programs to delivering campaigns under longer-term contracts. Mr. Strakosch’s target bonus amount was determined by the Compensation Committee based on the same factors noted above without input from Mr. Strakosch. The Compensation Committee approved the following target bonus amounts for Messrs. Strakosch, Cotoia, Beam, Hawk and Noreck for 2018: $217,500, $217,500, $165,000, $105,000 and $75,000, respectively. The threshold amounts varied depending on whether the executive met at least: (i) one of the Adjusted EBITDA or Revenue metrics and/or (ii) the Longer-Term Contracts metric. For more information on thresholds and maximums, see “2018 Plan Performance” below.
Plan Operation. In order for our executive officers to earn a bonus under the 2018 Bonus Plan, they must either: (1) have achieved the minimum threshold of 90% of the Adjusted EBITDA target (or $26.1 million) and/or Revenue target (or $108.0 million) or (ii) have achieved a minimum of 25% increase towards the Longer-Term Contracts target (or 30%). With respect to Adjusted EBITDA and Revenue, if the applicable 90% threshold was achieved, then each of our executive officers would earn 50% of their targeted bonus amount with respect to the applicable metric. Furthermore, each of our executive officers could earn an additional 5% within the Adjusted EBITDA and/or Revenue metric for each additional 1% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target achieved over 90%, until 100% of the Adjusted EBITDA and/or Revenue bonus target (as applicable) was achieved. Additionally, if a 25% increase towards the Longer-Term Contracts target was achieved, each of our executives would earn 25% of their targeted bonus amount with respect to that metric. For each additional 25% increase achieved towards the Longer-Term Contracts target, executive officers would earn 25% of that metric’s allocation for their targeted bonus until 100% of the Longer-Term Contracts bonus target was achieved. Actual performance compared to the target metric was measured at the end of the fiscal year. In the event that the Adjusted EBITDA metric and/or Longer-Term Contracts metric was greater than 100% of their respective targets, each executive could earn more than his or her respective target bonus. The target bonus pool would increase by up to 30% for amounts achieved up to $3.0 million of the Adjusted EBTIDA target (and by 33% for amounts in excess of $3.0 million) and by 25% for each 1% increase achieved in excess of the Longer-Term Contracts target. The portion of the bonus in excess of each executive’s target for both the Adjusted EBITDA and Longer-Term Contracts targets would be payable in common stock of the Company. In the event that performance was less than 90% for both the Adjusted EBITDA and Revenue metrics and less than a 25% increase was achieved towards the Longer-Term Contracts metric, then no bonus would be earned.
2018 Plan Performance. In 2018, the Company’s Adjusted EBITDA, Revenue, and Longer-Term Contracts results measured at the end of the fiscal year, were 106% (or $30.9 million), 101% (or $121.3 million), and 33% respectively, which resulted in our executive officers receiving the following payouts under the 2018 Bonus Plan:
Name and Position |
| Threshold($)(1) |
|
| Target($)(2) |
|
| Maximum($)(3) |
|
| Actual($)(4) |
| ||||
Greg Strakosch, Executive Chairman |
|
| 36,250 |
|
|
| 217,500 |
|
|
| — |
|
|
| 471,066 |
|
Michael Cotoia, Chief Executive Officer |
|
| 36,250 |
|
|
| 217,500 |
|
|
| — |
|
|
| 471,066 |
|
Daniel T. Noreck, Chief Financial Officer |
|
| 12,500 |
|
|
| 75,000 |
|
|
| — |
|
|
| 162,436 |
|
Kevin Beam, Former President |
|
| 27,500 |
|
|
| 165,000 |
|
|
| — |
|
| 0(5) |
| |
Don Hawk, Executive Director |
|
| 17,500 |
|
|
| 105,000 |
|
|
| — |
|
|
| 227,411 |
|
(1) | Amount payable if 90% of the Adjusted EBITDA or Revenue bonus target was achieved and less than a 25% increase towards the Longer-Term Contracts target was achieved. Alternatively, if performance was less than 90% for both the Adjusted EBITDA and Revenue metrics and a 25% increase towards the Longer-Term Contracts target was achieved, then the following threshold amounts would have been due to Messrs. Strakosch, Cotoia, Beam, Hawk, and Noreck for 2018: $18,125, $18,125, $13,750, $8,750 and $6,250, respectively. |
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 13 |
(3) | In the event the Adjusted EBITDA or Longer-Term Contracts metrics were greater than 100%, then the executive could earn more than his respective target bonus, and the portion of the bonus in excess of each executive’s target would be payable in common stock of the Company. The 2018 Bonus Plan did not cap such excess amounts. |
(4) | In accordance with the terms of the 2018 Bonus Plan, payments were made on or before March 15, 2019. |
(5) | Mr. Beam retired effective July 24, 2018. In accordance with the terms of that certain Transition, Separation, and Release Agreement by and between the Company and Mr. Beam dated July 12, 2018 (the “Beam Agreement’), Mr. Beam was not entitled to any bonus under the 2018 Bonus Plan. |
Equity Incentive Compensation and Other Benefits
We grant RSUs to attract, motivate, and retain employees. We believe that RSUs and other equity awards are an important component of an executive’s overall compensation package, which can be effective in rewarding the long-term performance of our executives. We believe that this compensation philosophy, in turn, may contribute to long-term value for our stockholders. Many of our executive officers and a majority of our key employees have received stock options and/or RSU grants under our 2007 Stock Option and Incentive Plan and our 2017 Stock Option and Incentive Plan. We believe that the vesting feature of our equity grants increases executive retention by providing an incentive to remain in our employ during the vesting period, which is typically multi-year. We typically make an initial equity award to each new executive in connection with the start of his or her employment. Other than with respect to new hire awards, we typically grant RSU awards once per year to a select group of employees, typically in August and December. Further, we do not routinely grant each named executive officer an RSU award each year; however, we may grant any individual executive officer an RSU award periodically. All grants of equity awards are approved by the Compensation Committee either as part of the annual grant process or at other times during the year. RSUs typically vest in equal tranches once per year on the anniversary of the grant date over a three-year period. Additionally, in accordance with the terms of the applicable award agreements, the Company may defer the delivery of shares underlying an RSU award, generally until the opening of the trading window immediately following the vesting date. In determining equity awards, our Compensation Committee considers the Company’s business and financial performance, the executive’s performance and future potential, the award value relative to other executives’ awards, and the value of previous awards and amount of outstanding unvested equity awards. The Committee also considers the recommendations of our CEO with respect to awards to the executive officers and employees other than the CEO, and, from time to time, the external data described in the “Benchmarking of Compensation and Equity” section below.
2018 Equity Grants. The Compensation Committee granted Mr. Hawk 60,000 RSUs in August 2018 vesting one-third per year over three years. The award was made in recognition of Mr. Hawk’s performance and contributions to the Company as well as his expected future contributions. There were no other awards made to executive officers during 2018.
Employee Benefit Plans. Our employees, including our executive officers, are entitled to the following employee benefits: medical, dental, and vision care plans; supplemental vision care plan; flexible spending accounts for healthcare and dependent care; pre-tax transportation account; life, accidental death and dismemberment, and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, we may provide a discretionary matching contribution to all employees after they meet all eligibility requirements. During 2018, we matched fifty cents of each dollar of compensation contributed by the participant up to a maximum of $3,000 per year. The employer contributions vest over a four-year period commencing on the employee’s hire date.
Financial Planning, Tax Preparation, and Estate Planning. The Company has made arrangements with a financial counseling firm to provide its executive officers with certain financial, estate and tax planning, and tax preparation services. If an executive officer elects to participate in this program, the Company pays the annual retainer and any fees incurred for the financial counseling firm’s services to the executive officer during the year.
Advisory Vote on Executive Compensation. At our 2017 Annual Meeting of Stockholders, a majority of stockholder votes were cast to approve on an advisory basis a say-on-pay vote once every three years. The Compensation Committee considered this stockholder vote and determined to hold stockholder advisory votes on our executive compensation program once every three years. At the 2017 Annual Meeting of Stockholders, a majority of stockholder votes were cast to approve on an advisory basis the compensation of the named executive officers as disclosed in the 2017 Proxy Statement. The Compensation Committee noted the affirmative vote on the Company’s executive compensation program as it determined executive officer compensation for 2018 and 2019.
Employment Agreements. Each of the named executive officers, with the exception of Mr. Beam who retired effective July 24, 2018, is party to an employment agreement with the Company which provides for certain benefits while employed at the Company, including base salary, bonus, treatment of equity in the event of a termination of employment under certain circumstances or a change of control. The Company believes that retention of its executive officers is critical to the operation of the Company and has made the decision to provide these benefits in the employment agreements. In
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 14 |
consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend for one-year post-termination for Mr. Strakosch, Mr. Cotoia, and Mr. Noreck, and nine months post-termination for Mr. Hawk. The executive officers’ employment agreements are described in more detail on page 19 under the heading “Employment Agreements and Potential Payments Upon Termination or Change in Control.”
Tax Considerations. Prior to the passage of the Tax Cut and Jobs Act of 2017 (“Tax Act”), Section 162(m) of the Internal Revenue Code of 1986, as amended generally disallowed a tax deduction for compensation in excess of $1.0 million a year to certain officers, including the CEO, unless such excess compensation qualified as “performance-based compensation.” The Tax Act, among other things, repealed the performance-based compensation exemption with respect to taxable years beginning after December 31, 2017, subject to certain transition rules. In addition, the Tax Act expanded the group of officers whose compensation is subject to the Section 162(m) deduction limitations. Accordingly, other than with respect to certain grandfathered compensation, the $1.0 million deduction limitation now applies to (i) anyone serving as the Company’s CEO or CFO at any time during the taxable year, (ii) the top three other highest compensated executive officers of the Company serving at the end of the taxable year and (iii) any individual who had been a covered employee for any taxable year of the Company that started after December 31, 2016. We previously considered the effect of Section 162(m) when structuring our executive compensation and, when feasible, complied with exemptions in Section 162(m) so that the compensation remained tax deductible to us. While our Compensation Committee will take the deductibility limitations of Section 162(m) into account in its future compensation decisions, it expects to authorize compensation payments that are not exempt under Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.
Benchmarking of Compensation and Equity. The Compensation Committee believes that using peer company compensation information in its executive compensation determinations may sometimes be appropriate and can be a meaningful factor in determining cash and equity compensation. The Committee also believes that reviewing such external data may not always be relevant and also relies on other factors, including Company performance and the Committee’s own substantial business and industry experience, in setting executive compensation.From time to time, including most recently in 2018, the Compensation Committee reviewed peer company information and data compiled by Company officers from publicly available information regarding the following companies: WebMD, QuinStreet, Leaf Group, Dice Holdings, J2 Global, BankRate, XO Group, TheStreet.com and TripAdvisor. This group of peer companies was determined to have been appropriate by the Committee because of their characteristics and industry focus that are similar to ours. With regard to our CEO and CFO, given that we believe the role and responsibilities for those positions are generally consistent from company to company, we review from time to time the compensation of those titled positions as detailed in public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry, and geography. Additionally, for the other members of our executive management team, whose positions are more distinct and may not be as readily benchmarked by title, when we benchmark their compensation, we attempt to find analogous positions in other public and private companies in our industry with similar financial and operational characteristics by function and responsibilities. The Compensation Committee took this information into consideration when setting compensation for our executive officers in 2018 and 2019. The Committee also considered additional individual factors that contribute to the executive’s value to the Company, such as length of service and specific skills that make an executive officer uniquely key to our success. Based on the Committee’s review of the compensation data available on the executives in the Company’s peer group, the Committee determined that the base salary for each executive officer for 2018 would remain unchanged from the prior year. In May 2016, when Mr. Cotoia was appointed to the position of CEO, his 2016 base salary was increased $160,000 (or 36%) over his annual base salary for 2015 and his target bonus for 2017 was increased $35,000 (or 32%) over his target bonus for 2016. Mr. Noreck joined TechTarget on December 19, 2016 with a base salary of $225,000. For 2018, the Compensation Committee determined in combination with the adoption of the new Longer-Term Contract metric that the target bonus for Messrs. Strakosch, Cotoia, Beam, Hawk and Noreck would be increased $72,500, $72,500, $55,000, $35,000, and $25,000, respectively, or 50% each, over each of their target bonus for 2017. Neither the Compensation Committee nor the Company has retained a compensation consultant. During 2018, the Committee was comprised of Roger M. Marino, Leonard P. Forman, Bruce Levenson, and Robert D. Burke. The Compensation Committee members reviewed and approved the compensation of our executive officers, relying in part on their substantial business experience.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 15 |
The following table sets forth the compensation paid or earned for 2018, 2017, and 2016 for our named executive officers.
Name and Principal Position |
| Year |
| Salary($) |
|
| Stock Awards ($)(1) |
|
| Non-Equity Incentive Plan Compensation ($)(2) |
|
| All Other Compensation ($)(3) |
|
| Total($) |
| |||||
Greg Strakosch |
| 2018 |
|
| 600,000 |
|
|
| 253,566 |
|
|
| 217,500 |
|
|
| 14,000 |
|
|
| 1,085,066 |
|
Executive Chairman |
| 2017 |
|
| 600,000 |
|
|
| — |
|
|
| 130,500 |
|
|
| 13,000 |
|
|
| 743,500 |
|
|
| 2016 |
|
| 600,000 |
|
|
| 2,056,500 |
|
|
| — |
|
|
| 13,000 |
|
|
| 2,669,500 |
|
Michael Cotoia |
| 2018 |
|
| 600,000 |
|
|
| 253,566 |
|
|
| 217,500 |
|
|
| 14,000 |
|
|
| 1,085,066 |
|
Chief Executive Officer |
| 2017 |
|
| 600,000 |
|
|
| 1,435,500 |
|
|
| 130,500 |
|
|
| 13,000 |
|
|
| 2,179,000 |
|
|
| 2016 |
|
| 545,448 |
|
|
| 1,371,000 |
|
|
| — |
|
|
| 13,000 |
|
|
| 1,929,448 |
|
Daniel T. Noreck |
| 2018 |
|
| 225,000 |
|
|
| 87,436 |
|
|
| 75,000 |
|
|
| 14,000 |
|
|
| 401,436 |
|
Chief Financial Officer and Treasurer |
| 2017 |
|
| 225,000 |
|
|
| 288,960 |
|
|
| 45,000 |
|
|
| 11,885 |
|
|
| 570,845 |
|
|
| 2016 |
|
| 8,014 |
|
|
| 384,300 |
|
|
| — |
|
|
| — |
|
|
| 392,314 |
|
Kevin Beam |
| 2018 |
|
| 249,183 |
| (4) |
| 3,194,000 |
|
|
| — |
|
|
| 193,817 |
| (5) |
| 3,637,000 |
|
Former President |
| 2017 |
|
| 440,000 |
|
|
| — |
|
|
| 99,000 |
|
|
| 2,000 |
|
|
| 541,000 |
|
|
| 2016 |
|
| 440,000 |
|
|
| 1,371,000 |
|
|
| — |
|
|
| 13,000 |
|
|
| 1,824,000 |
|
Don Hawk |
| 2018 |
|
| 480,000 |
|
|
| 1,805,411 |
|
|
| 105,000 |
|
|
| 3,000 |
|
|
| 2,393,411 |
|
Executive Director |
| 2017 |
|
| 480,000 |
|
|
| — |
|
|
| 63,000 |
|
|
| 2,000 |
|
|
| 545,000 |
|
|
| 2016 |
|
| 480,000 |
|
|
| 822,600 |
|
|
| — |
|
|
| 8,389 |
|
|
| 1,310,989 |
|
(1) | The amounts in this column reflect the aggregate grant date fair value of RSU awards computed in accordance with ASC 718 granted to each named executive officer
|
(2) | The amounts reported in this column reflect the cash portion of the bonus payments to our named executive officers under the Executive Incentive Bonus |
| (3) | These amounts represent matching 401(k) contributions |
| Mr. Beam retired effective July 24, 2018. This number reflects salary earned while serving as the Company’s President during 2018. |
|
| This amount represents the $3,000 matching 401(k) contribution and separation payment of |
The following table sets forth grants of plan-based awards made during 2015 for our named executive officers.
Name |
| Grant Date |
| Estimated Future Payouts |
| All Other Stock Awards: |
| Grant Date Fair Value of |
|
|
|
|
|
|
|
|
|
|
|
Greg Strakosch |
| 12/18/15 |
| 145,000 |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
Janice Kelliher |
| 8/3/15 |
| — |
| 12,000 |
| 102,480 |
|
|
|
|
|
|
|
|
|
|
|
|
| 12/18/15 |
| 50,000 |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
Michael Cotoia |
| 12/18/15 |
| 110,000 |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
Kevin Beam |
| 12/18/15 |
| 110,000 |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
Don Hawk |
| 12/18/15 |
| 70,000 |
| — |
| — |
|
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 16 |
Grants of Plan-Based Awards For 2018
The following table sets forth grants of plan-based awards made during 2018 to our named executive officers.
|
|
|
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
|
|
|
|
|
|
|
| |||||
Name |
| Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
|
| All Other Stock Awards: Number of Shares of Stock or Units(2) |
|
| Grant Date Fair Value of Stock and Stock Option Awards($)(3) |
| |||
Greg Strakosch |
| 2/2/2018 |
| 36,250 |
| 217,500 |
|
| — |
|
|
| — |
|
|
| — |
|
Michael Cotoia |
| 2/2/2018 |
| 36,250 |
| 217,500 |
|
| — |
|
|
| — |
|
|
| — |
|
Daniel T. Noreck |
| 2/2/2018 |
| 12,500 |
| 75,000 |
|
| — |
|
|
| — |
|
|
| — |
|
Kevin Beam(4) |
| 2/2/2018 |
| 27,500 |
| 165,000 |
|
| — |
|
|
| — |
|
|
| — |
|
Don Hawk |
| 2/2/2018 |
| 17,500 |
| 105,000 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8/3/2018 |
|
|
|
|
|
|
|
|
|
| 60,000 |
|
|
| 1,683,000 |
|
(1) | Reflects full year target awards under the 2018 Bonus |
| (2) | Represents an RSU award granted to the named executive officer in accordance with our executive compensation program. |
(3) | Amounts in this column represent the grant date fair value of each award computed in accordance with |
|
|
|
We describe the material terms of our Executive Incentive Bonus Plan in the Compensation Discussion and Analysis section of this Proxy Statement.
2007 Stock Option and Incentive Plan. Our 2007 Stock Option and Incentive Plan (the “2007 Stock Plan”) was adopted by our Board upon recommendation of the Compensation Committee and approved by our stockholders in April 2007. The 2007 Stock Plan expired on May 15, 2017 and no further equity grants may be made under the 2007 Stock Plan. Any awards granted on or before such data will remain outstanding. Our 2007 Stock Plan was administered by our Compensation Committee, which had full authority and discretion to interpret and apply the provisions of the 2007 Stock Plan.
2017 Stock Option and Incentive Plan.On March 10, 2017, the Board adopted the 2017 Stock Option and Incentive Plan (the “2017 Stock Plan”), upon recommendation by the Compensation Committee. The 2017 Stock Plan was approved by the Company’s stockholders and became effective on June 16, 2017. The 2017 Stock Plan permits us to make grants of incentive stock options, nonstatutory stock options, director options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based or cash-based awards, and performance awards to employees, officers, Directors, consultants, and advisors. The 2017 Stock Plan is administered by the Compensation Committee.
Equity Compensation Plans
1999 Stock Option Plan. Our 1999 Stock Option Plan, as amended, was adopted by our Board of Directors and approved by our stockholders in September of 1999 and most recently amended on September 27, 2006. Our 1999 Stock Option Plan is administered by our Compensation Committee, which has full authority and discretion to interpret and apply the provisions of the 1999 Stock Option Plan. The 1999 Stock Option Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and other stock-based awards. Although there remain awards outstanding under the 1999 Stock Option Plan, no further awards may be granted due to the expiration of the plan in 2009.
2007 Stock Option and Incentive Plan. Our 2007 Stock Option and Incentive Plan, or 2007 Stock Plan, upon recommendation of the Compensation Committee, was adopted by our Board of Directors and approved by our stockholders in April 2007 and became effective on May 15, 2007. Our 2007 Stock Plan permits us to make grants of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards and other awards to employees, officers, directors, consultants and advisors. Our 2007 Stock Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each year, beginning on January 1, 2008, by the lesser of (a) two percent of the outstanding number of shares of common stock on a fully diluted basis on the immediately preceding December 31 and (b) such lower number of shares as may be determined by our Compensation Committee. Generally, shares that are forfeited or canceled from awards under our 2007 Stock Plan also will be available for future awards. In addition, stock options returned to our 1999 Stock Option Plan as a result of their expiration, cancellation or termination, are automatically made available for issuance under our 2007 Stock Plan. In December 2015, the Compensation Committee allowed for the automatic two percent increase of the number of shares reserved and available for issuance under our 2007 Stock Plan. As a result of this allowance and the forfeiture and termination of awards under our 1999 Stock Option Plan and our 2007 Stock Plan, as of December 31, 2015, there were 1,839,744 shares reserved and available for issuance under our 2007 Stock Plan.
Our 2007 Stock Plan is administered by our Compensation Committee. Our Compensation Committee has full power and authority to select the participants to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Stock Plan. All full-time and part-time officers, employees, directors and other key persons (including consultants and prospective employees) are eligible to participate in our 2007 Stock Plan.
The exercise price of stock options awarded under our 2007 Stock Plan may not be less than the fair market value of the common stock on the date of the option grant. Our Compensation Committee will determine at what time or times each option may be exercised (provided that in no event may it exceed ten years from the date of grant) and, subject to the provisions of our 2007 Stock Plan, the period of time, if any, after retirement, death, disability or other termination of employment during which options may be exercised. The stock options granted to our executives typically vest as follows: 25% of the number of shares covered by the option on the first anniversary of the date of grant and 6.25% of the number of shares covered by the option for the twelve quarters thereafter. The term of the options is between six and ten years. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents.
Restricted stock and deferred stock awards may also be granted under our 2007 Stock Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by our Compensation Committee. The Compensation Committee may impose whatever conditions to vesting it determines to be appropriate. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture. Deferred stock awards are units entitling the recipient to receive shares of stock paid out on a deferred basis, and subject to such restrictions and conditions, as the Compensation Committee shall determine. Our Compensation Committee will determine the number of shares of restricted stock or deferred stock awards granted to any employee. Our 2007 Stock Plan also gives the Compensation Committee discretion to grant stock awards free of any restrictions.
RSU awards entitle the recipient to receive shares of common stock to be delivered at the time the RSUs vest subject to any deferral plan that a named executive officer may elect to put in place. RSU awards to our named executive officers generally vest in annual installments over three years, subject to the specific grant terms detailed above. Beginning with awards made in August 2015, delivery dates for vested RSUs are selected by the Company to spread out the deliveries over a few months following the vesting date, rather than on the anniversary of the grant date. Also beginning in August 2015, the Company (rather than the award recipient) has the option to direct an award recipient to satisfy his or her tax liability with respect to vesting of awards and delivery of shares by a net issuance of shares, among other methods. Upon termination of employment, except as provided under the respective executive’s employment agreement as specified below, unvested RSUs automatically terminate and will be forfeited. Until shares of common stock are delivered, generally at the time the RSUs vest (unless delivery thereof is deferred), the holder has no rights as a stockholder with respect to the shares subject to such RSUs, including voting rights and the right to receive dividends or dividend equivalents. The rights and interests in the RSUs may not be sold, assigned, encumbered or otherwise transferred except, in the event of death, by will or by the laws of descent and distribution. In the event the executive’s employment with us is terminated by reason of death or disability or by us for a reason other than cause (as defined in the applicable named executive officer’s employment agreement), then the number of RSUs which will be vested will be determined in accordance with the applicable executive’s employment agreement (as summarized below).
Our Compensation Committee also may grant awards under our 2007 Stock Plan that are intended to be “qualified performance-based” compensation under Section 162(m) of the Internal Revenue Code.
No awards may be granted under the 2007 Stock Plan after the tenth anniversary of the effective date of the 2007 Stock Plan and, in the case of incentive stock options, after April 20, 2017. In addition, our Board of Directors may amend or discontinue the 2007 Stock Plan at any time and our Compensation Committee may amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose. No such amendment may adversely affect the rights under any outstanding award without the holder’s consent. Other than in the event of a necessary adjustment in connection with a change in our stock or a merger or similar transaction, our Compensation Committee may not “reprice” or otherwise reduce the exercise price of outstanding stock options. Unless our Compensation Committee provides otherwise, our 2007 Stock Plan does not generally allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.
See “Potential Payments Upon Termination or Change in Control” for a description of the effect of a termination of employment and/or change in control on the vesting schedules of stock options and RSUs granted to our executive officers.
Outstanding Equity Awards at Fiscal Year End for 2015
The following table summarizes the outstanding equity award holdings held by our named executive officers as of December 31, 2015.
|
| Options Awards |
| Stock Awards |
| ||||||||
Name |
| Number of |
| Number of |
| Option |
| Option |
| Number of |
| Market Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greg Strakosch |
| 500,000(2) |
| — |
| 7.36 |
| 9/27/16 |
| 150,000(2) |
| 1,204,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janice Kelliher |
| — |
| — |
| — |
| — |
| 34,500(3) |
| 277,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Cotoia |
| — |
| — |
| — |
| — |
| 225,750(4) |
| 1,812,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Beam |
| 375,000(5) |
| — |
| 7.36 |
| 9/27/16 |
| 75,000(5) |
| 602,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Don Hawk |
| 500,000(6) |
| — |
| 7.36 |
| 9/27/16 |
| 100,000(6) |
| 803,000 |
|
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 17 |
Outstanding Equity Awards at Fiscal Year End for 2018
The following table summarizes the outstanding equity award holdings held by our named executive officers as of December 31, 2018.
|
|
|
| Stock Awards |
| |||||
Name |
| Grant Date |
| Number of Shares or Units of Stock that Have Not Vested(#) |
|
| Market Value of Shares or Units of Stock that Have Not Vested($)(1) |
| ||
Greg Strakosch |
| 8/3/16 |
|
| 75,000 |
| (2) |
| 915,750 |
|
Michael Cotoia |
| 8/3/16 |
|
| 50,000 |
| (3) |
| 610,500 |
|
|
| 8/4/17 |
|
| 100,000 |
| (4) |
| 1,221,000 |
|
Daniel T. Noreck |
| 12/19/16 |
|
| 15,000 |
| (5) |
| 183,150 |
|
|
| 12/22/17 |
|
| 14,000 |
| (6) |
| 170,940 |
|
Kevin Beam |
| 8/3/16 |
|
| - |
| (7) |
| - |
|
Don Hawk |
| 8/3/16 |
|
| 30,000 |
| (8) |
| 366,300 |
|
|
| 8/3/18 |
|
| 60,000 |
| (9) |
| 732,600 |
|
(1) | The amounts shown in this column are for RSUs. The value of the RSUs is based on |
(2) | Mr. Strakosch’s RSUs vest
|
| (3) | Mr. Cotoia’s RSUs vest as follows: 50,000 on |
| (4) | Mr. |
(5) | Mr. Noreck’s RSUs vest as follows: 15,000 on December |
(6) | Mr. |
(7) | In accordance with the terms of the Beam Agreement, all of Mr. Beam’s outstanding equity-based awards were accelerated and vested |
(8) | Mr. Hawk’s RSUs vest as follows: |
(9) | Mr. Hawk’s RSUs vest as follows: 20,000 on each of
|
Option Exercises and Stock Vested For 2018
The following table sets forth the aggregate number of shares for which options were exercised and the aggregate number of RSU awards that vested for our named executive officers in 2018.
|
| Stock Awards |
| |||||
Name |
| Number of Shares Acquired On Vesting(#) |
|
| Value Realized On Vesting($)(1) |
| ||
Greg Strakosch |
|
| 75,000 |
| (2) |
| 2,103,750 |
|
Michael Cotoia |
|
| 100,000 |
| (3) |
| 2,805,000 |
|
Daniel T. Noreck |
|
| 22,000 |
| (4) |
| 258,160 |
|
Kevin Beam |
|
| 100,000 |
| (5) |
| 3,194,000 |
|
Don Hawk |
|
| 30,000 |
| (6) |
| 841,500 |
|
(1) | Values shown represent the number of shares deferred multiplied by the fair market value of a share of the Company’s common stock on the applicable vesting date. |
|
|
(3) | Pursuant to the terms of the applicable RSU award agreements, the shares underlying the RSUs vested and
|
(4) | Pursuant to the terms of the applicable RSU award agreements, the shares underlying the RSUs vested and delivered as follows: 7,000 shares vested and delivered on December 22, 2018 and 15,000 shares that vested on December 19, 2018 were deferred under the agreement and delivered on February 15, 2019. |
(5) | Pursuant to the terms of Beam Agreement, all of Mr. Beam’s outstanding equity-based awards were accelerated and vested as of July |
|
|
|
Name |
| Executive Contribution in Last Fiscal |
| Aggregate |
| Aggregate |
| Aggregate Balance |
|
Greg Strakosch |
| 34,908(5) |
| — |
| 331,975 |
| — |
|
|
| 150,000 |
| — |
|
|
| 1,204,500 |
|
Janice Kelliher |
| 5,000 |
| 3,400 |
| 56,400 |
| — |
|
|
| 12,037(5) |
| — |
| 114,472 |
| — |
|
|
| 7,500 |
| — |
| 71,325 |
| — |
|
|
| 5,000 |
| 500(6) |
| 33,900 |
| — |
|
Michael Cotoia |
| 26,482(5) |
| — |
| 251,844 |
| — |
|
|
| 74,250 |
| 114,345 |
| 741,758 |
| — |
|
|
| 25,000 |
| 2,500(7) |
| — |
| 200,750 |
|
Kevin Beam |
| 26,482(5) |
| — |
| 251,844 |
| — |
|
|
| 25,000 |
| 2,500(7) |
| 184,500 |
| — |
|
Don Hawk |
| 16,852(5) |
| — |
| 160,263 |
| — |
|
|
| 50,000 |
| — |
| 350,500 |
| — |
|
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 18 |
Nonqualified Deferred Compensation for 2018
The following table sets forth the aggregate value of shares underlying RSUs the receipt of which were deferred pursuant to the terms of the applicable RSU award agreements for 2018. For more information, see “Executive Compensation ---- Executive Incentive Compensation and Other Benefits” above.
Name |
| Executive Contribution in Last Fiscal Year($)(1) |
|
| Aggregate Earnings in Last FY($)(2) |
|
| Aggregate Withdrawals/ Distributions($)(3) |
|
| Aggregate Balance at Last FYE($)(4) |
| ||||
Greg Strakosch |
|
| 2,103,750 |
|
|
| — |
|
|
| 1,727,250 |
|
|
| — |
|
Michael Cotoia |
|
| 1,402,500 |
|
|
| — |
|
|
| 1,222,500 |
|
|
| — |
|
Daniel T. Noreck |
|
| 177,450 |
|
|
| 5,700 |
| (5) |
| — |
|
|
| 183,150 |
|
Kevin Beam |
|
| 3,194,000 |
|
|
| — |
|
|
| — |
|
|
| 1,221,000 |
|
Don Hawk |
|
| 841,500 |
|
|
| — |
|
|
| 729,300 |
|
|
| — |
|
(1) | Represents |
(2) | Represents appreciation in the value, if any, of the shares from date of deferral to date of delivery. |
(3) | Represents fair market value of the shares on the date of delivery. |
(4) | Based on
|
| (5) | Represents the amount that would have been earned if the shares had been delivered on December 31,
|
Employment Agreements and Potential Payments Upon Termination or Change of Control
We have entered into employment agreements with our named executive officers, with the exception of Mr. Beam who retired effective July 24, 2018, that would require us to make certain payments and/or provide certain benefits to them in the event of a termination of employment under certain circumstances or a change of control of the Company. The following narrative and tabular disclosure summarizes the material terms of the employment agreements and the payments that would be made to each named executive officer assuming that one of the events described below occurs.
Material Terms of Executive Employment Agreements — Termination of Employment. Our employment agreements entitle each executive officer to severance benefits if the Company terminates the executive officer’s employment in certain situations as follows: (i) without “cause”; (ii) if the executive officer terminates his or her employment for “good reason”; (iii) death; or (iv) disability. For purposes of the employment agreements, “cause” means: (a) any act of fraud or gross misconduct; (b) commission of a felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; or (c) gross negligence or willful misconduct. Under the employment agreements, “good reason” means: (I) a material reduction of the executive’s salary and/or target bonus other than a reduction that is similar to the reduction made to the salary and/or target bonus of all other senior executives; (II) a change in the executive’s responsibilities and/or duties which constitutes a demotion; (III) relocation of the offices at which the executive is principally employed to a location more than 50 miles from such offices which relocation is not approved by the executive; (IV) our failure to pay amounts due under the employment agreement; or (V) the failure of any successor in interest to the business of the Company to assume our obligations under the employment agreement. In the event of a termination of the executive without “cause,” by the executive officer for “good reason,” as a result of the executive’s death or disability, or as a result of the failure by the Company to renew the term of the employment agreement following its expiration, the executive would be entitled to a payment, in the case of Mr. Strakosch and Mr. Cotoia, equal to their annual salary, and in the case of Messrs. Noreck and Hawk, equal to nine months of their respective annual salaries, and payment by the Company for continuation of health plan benefits for the post-employment period of the salary payments. Additionally, each executive would be entitled to a payment of a portion of his or her annual target bonus, pro-rated for the period of salary continuance, equal to the greater of (i) 50% of such target amount and (ii) a pro-rated amount based on the number of months that have passed in the applicable fiscal period. The executive would also be entitled to acceleration of unvested stock options and RSU grants in an amount equal to 10% for each year of service, with a minimum of 50% vesting of stock options and RSUs for those executive officers who have been employed by the Company for five years or less. In the event the executive officer ceases to be an employee of the Company in a manner that does not meet the conditions listed above, then all unvested stock options and all unvested RSU grants under the 2017 Stock Plan will be forfeited immediately and automatically to the Company, without the payment of any consideration to the executive. In consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend post termination for one-year for Mr. Strakosch, Mr. Cotoia, and Mr. Noreck, and nine months for Mr. Hawk. In the event that the executive officer is terminated for cause or terminates his or her employment other than for good reason, the executive officer would not be entitled to any of the foregoing severance benefits under his employment agreement.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 19 |
Material Terms of Executive Employment Agreements — Change of Control.In the event of a Change of Control as that term is defined in our executive employment agreements, all unvested stock options, if any, under the 2007 Stock Plan (for Messrs. Strakosch, Cotoia, and Noreck) and all unvested RSU grants, will vest and become fully exercisable. In the event of a Change in Control Event as the term is defined in our 2017 Stock Plan that does not also conform to the definition of Change of Control under our executive employment agreements, all unvested stock options and all unvested RSU grants under the 2017 Stock Plan will vest in part so that one-half of the number of shares that would have otherwise become exercisable or vested on any date after the Change in Control Event will become exercisable or vested. In the event of a termination not for cause as a result of a change of control, in addition to the benefits mentioned above, the executive would be entitled to a prorated portion of that executive’s target annual bonus based on the date of termination.
Potential Payments upon a Triggering Event. The following table sets forth information regarding the amounts payable by us pursuant to the terms of the employment agreements described above to each named executive officer, with the exception of Mr. Beam who retired effective July 24, 2018, in the event there has been a termination of employment and/or Change of Control as defined under our executive employment agreements, in each case, on December 31, 2018. Because the disclosures in the table assume the occurrence of a termination and/or change of control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change of control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.
Former Executive Officer and Related Separation Arrangement. As previously disclosed, on July 12, 2018, Mr. Beam retired as the Company’s President but remained employed by the Company for a transition period that ended on July 24, 2018 (“Separation Date”). In connection with Mr. Beam’s retirement, we entered into a Transition, Separation, and Release Agreement pursuant to which the Company agreed to provide Mr. Beam with (i) cash compensation from his Separation Date through December 31, 2018 equivalent to his base salary in effect on the Separation Date (ii) continuation of health care benefits for Mr. Beam and his eligible dependents through December 31, 2018 and (iii) the acceleration of 100,000 shares of RSUs with delivery deferred until the six month anniversary of his Separation Date. Pursuant to the terms of the Beam Agreement, Mr. Beam forfeited his bonus under the 2018 Bonus Plan. The table below provides a summary of the amounts payable to Mr. Beam under the Beam Agreement:
Name |
| Cash ($) |
|
| Accelerated Equity ($)(1) |
|
| Continuation of Benefits ($) |
|
| Total ($) |
| ||||
Kevin Beam |
|
| 193,817 |
|
|
| 3,194,000 |
|
|
| 5,294 |
|
|
| 3,393,111 |
|
____________
(1) | The value of accelerated vesting of Mr. Beam’s equity awards is based on $31.94, which was the closing price of our stock on July 24, 2018. |
Under the Beam Agreement, Mr. Beam is subject to certain covenants regarding confidentiality, non-solicitation, and non-competition. The Beam Agreement also contains customary waiver and release provisions pursuant to which Mr. Beam released, waived, and forever discharged the Company and certain other related parties from any and all claims that Mr. Beam may have had against the Company or such other parties as of the date of the Beam Agreement.
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 20 |
Potential Payments Upon Termination or Change of Control
Name |
| Qualifying Termination ($) |
|
| Change of Control Without Termination ($) |
|
| Qualifying Termination within 12 Months Following Change of Control ($) |
| |||
Greg Strakosch |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance(1) |
|
| 600,000 |
|
|
| — |
|
|
| 600,000 |
|
Equity Awards(2) |
|
| 915,750 |
|
|
| 915,750 |
|
|
| — |
|
Continuation of Benefits(3) |
|
| 12,109 |
|
|
| — |
|
|
| 12,109 |
|
Other Benefits(4) |
|
| 471,066 |
|
|
| — |
|
|
| 217,500 |
|
Total Value of Benefits |
|
| 1,998,925 |
|
|
| 915,750 |
|
|
| 829,609 |
|
Michael Cotoia |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance(1) |
|
| 600,000 |
|
|
| — |
|
|
| 600,000 |
|
Equity Awards(2) |
|
| 1,831,500 |
|
|
| 1,831,500 |
|
|
| — |
|
Continuation of Benefits(3) |
|
| 12,109 |
|
|
| — |
|
|
| 12,109 |
|
Other Benefits(4) |
|
| 471,066 |
|
|
| — |
|
|
| 145,000 |
|
Total Value of Benefits |
|
| 2,914,675 |
|
|
| 1,831,500 |
|
|
| 757,109 |
|
Daniel T. Noreck |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance(1) |
|
| 168,750 |
|
|
| — |
|
|
| 168,750 |
|
Equity Awards(2) |
|
| 354,090 |
|
|
| 354,090 |
|
|
| — |
|
Continuation of Benefits(3) |
|
| 9,393 |
|
|
| — |
|
|
| 9,393 |
|
Other Benefits(4) |
|
| 162,436 |
|
|
| — |
|
|
| 75,000 |
|
Total Value of Benefits |
|
| 694,669 |
|
|
| 354,090 |
|
|
| 253,143 |
|
Don Hawk |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance(1) |
|
| 360,000 |
|
|
| — |
|
|
| 360,000 |
|
Equity Awards(2) |
|
| 1,098,900 |
|
|
| 1,098,900 |
|
|
| — |
|
Continuation of Benefits(3) |
|
| 11,136 |
|
|
| — |
|
|
| 11,136 |
|
Other Benefits(4) |
|
| 227,441 |
|
|
| — |
|
|
| 105,000 |
|
Total Value of Benefits |
|
| 1,697,477 |
|
|
| 1,098,900 |
|
|
| 476,136 |
|
(1) | A “qualifying termination” means, under the employment agreements, a termination of employment by the Company without “cause,” by the executive for “good reason,” as a result of his or her death or disability, or as a result of the failure
|
(2) |
|
(3) | Represents the Company-paid premium for any health or benefit plans in which the executive participates, for the periods of salary continuance set forth in footnote 1 above. |
|
| The total bonus payments due upon a termination following a change of control were calculated based on actual, full-year performance under the 2018 Bonus Plan as reported in the Summary Compensation Table. |
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance (“Pay Ratio Rules”), we are providing the following information about the relationship of our annual total compensation of our median employee to the annual total compensation of our CEO, Mr. Cotoia. We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.
We determined that, as of December 31, 2018, our total employee population, including full-time and part-time employees and excluding our CEO, was 647. Last year, the Company chose to exclude the employees in its China office pending a consolidation of that office with other TechTarget locations. We completed the consolidation in 2018 and, therefore, are not excluding any foreign offices from our total workforce calculation. We identified the median employee from the total population of 647 employees by reviewing the 2018 total cash compensation of all full-time and part-time employees, excluding our CEO, who were employed by the Company and its subsidiaries on December 31, 2018. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2018. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by the Company at the end of 2018. We believe the use of total cash
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 21 |
compensation for all employees is a consistently applied compensation measure, as the Company does not widely distribute annual equity awards to employees.
After identifying the median employee based on total cash compensation, we calculated the annual total for the median employee using the same methodology we use for our named executive officers as set forth in the 2018 Summary Compensation Table. Mr. Cotoia’s 2018 annual total compensation was $1,085,066, as reflected in the Summary Compensation Table. Our median employee's annual total compensation for 2018 was $68,000. Our 2018 CEO to median employee pay ratio is 16 to 1.
Equity Compensation Plan Information
The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2018.
Plan Category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
|
| Weighted average exercise price of outstanding options, warrants and rights (b)($) |
|
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) |
|
| |||
Equity compensation plans approved by security holders |
|
| 1,513,260 |
| (1) |
| 9.50 |
|
|
| 1,821,651 |
| (2) |
Equity compensation plans not approved by security holders |
|
| — |
|
|
| — |
|
|
| — |
|
|
Total |
|
| 1,513,260 |
|
|
| 9.50 |
|
|
| 1,821,651 |
|
|
(1) | The amount in this column includes grants under our |
(2) | The amount in this column only includes securities remaining available under our 2017 Stock Plan, which was approved by the Company’s stockholders and became effective on June 16, 2017 with a total of 3,000,000 shares registered under the plan for issuance. |
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Messrs. Marino (Chair), Burke, Forman, and Levenson. None of our executive officers serves as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or our Compensation Committee. None of the members of our Compensation Committee who served in fiscal year 2018 has ever been one of our employees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information Regarding Beneficial Ownership of Principal Stockholders.
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2019 (or such other date as indicated) for each person, entity, or group who, to the best of the Company’s knowledge, beneficially owns more than 5% of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage of beneficial ownership is based on 27,693,293 shares of common stock outstanding as of March 31, 2019.
Name and Address |
| Total Number Beneficially Owned |
|
| % of Common Stock Outstanding |
| ||
BlackRock, Inc.(1) 55 East 52nd Street New York, New York 10055 |
|
| 3,100,548 |
|
|
| 11.20 |
|
Nine Ten Partners LP(2) 12600 Hill Country Blvd, Suite R-230 Austin, Texas 78738 |
|
| 1,709,117 |
|
|
| 6.17 |
|
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
|
| 1,599,002 |
|
|
| 5.77 |
|
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 22 |
common stock, but only one of those subsidiaries, BlackRock Fund Advisors, individually beneficially owned 5% or greater of the outstanding shares of our common |
(2) | Information is based on |
(3) | Information is based on a Schedule 13G filed with the SEC on February 12, 2019. As of December 31, 2018, The Vanguard Group has the sole power to vote 42,823 of the shares owned, shared power to vote 2,020 of
|
Information Regarding Beneficial Ownership of Management.
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2019 for each of our executive officers, Directors, and all of our executive officers and Directors as a group. Securities that may be beneficially acquired within sixty days of March 31, 2019, including shares subject to options exercisable within sixty days of March 31, 2019, and shares subject to RSUs scheduled to vest within sixty days of March 31, 2019, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing ownership of such person or entity, but are not treated as outstanding for the purpose of computing the ownership of any other person or entity. No shares in this table held by our Directors or executive officers are pledged as security.
Name and Address(1) |
| Outstanding Shares |
|
| Right to Acquire Within 60 Days |
|
| Total Number Beneficially Owned |
|
| % of Common Stock Outstanding |
| ||||
Robert D. Burke(2) |
|
| 112,820 |
|
|
| 15,000 |
|
|
| 127,820 |
|
|
| 0.46 |
|
Leonard P. Forman(3) |
|
| 113,085 |
|
|
| 22,500 |
|
|
| 135,585 |
|
|
| 0.49 |
|
Bruce Levenson(4) |
|
| 1,344,546 |
|
|
| 17,500 |
|
|
| 1,362,046 |
|
|
| 4.92 |
|
Roger M. Marino(5) |
|
| 2,396,849 |
|
|
| 25,000 |
|
|
| 2,421,849 |
|
|
| 8.75 |
|
Greg Strakosch(6) |
|
| 862,967 |
|
|
| — |
|
|
| 862,967 |
|
|
| 3.12 |
|
Michael Cotoia |
|
| 63,810 |
|
|
| — |
|
|
| 63,810 |
|
|
| 0.23 |
|
Kevin Beam |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Daniel T. Noreck |
|
| 16,757 |
|
|
| — |
|
|
| 16,757 |
|
|
| 0.06 |
|
Don Hawk |
|
| 183,494 |
|
|
| — |
|
|
| 183,494 |
|
|
| 0.66 |
|
All Directors and executive officers as a group (8 persons) |
|
| 5,094,328 |
|
|
| 80,000 |
|
|
| 5,174,328 |
|
|
| 18.68 |
|
(1) | The address for all Directors and named executive officers is c/o TechTarget, Inc., 275 Grove Street, Newton,
|
|
|
| (3) | Includes options to purchase |
|
| Includes (i) options to purchase 17,500 shares of the Company’s common stock, (ii) |
| (5) | Includes (i) options to purchase |
| (6) | Includes (i)
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports in changes in ownership of our common stock and other of our equity securities. Specific due dates for these reports have been established, and we are required to disclose any failure to file by these dates during 2018. Our officers, Directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on reports furnished and written representations from the persons required to file
TechTarget, Inc. | Proxy Statement for
| 23
|
these reports, during the year ended December 31, 2018, all Section 16(a) filing requirements applicable to our officers, Directors, and greater than 10% beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our Board has adopted a written related party transactions policy. The policy defines a related party transaction as any transaction, arrangement, or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, Directors, Director nominees, or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.
If a related person proposes to enter into a related party transaction, the related person must report the proposed related party transaction to our general counsel who then reviews it with our Nominating and Corporate Governance Committee which must approve it. Whenever practicable, the reporting, review, and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Nominating and Corporate Governance Committee will review, and, in its discretion, may ratify the transaction. The policy also permits the Chair of the Nominating and Corporate Governance Committee to review and, if deemed appropriate, approve proposed transactions that arise between Nominating and Corporate Governance Committee meetings, subject to ratification by the Nominating and Corporate Governance Committee at its next meeting. Any transactions that are ongoing in nature will be reviewed annually by the Nominating and Corporate Governance Committee.
A transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Nominating and Corporate Governance Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Nominating and Corporate Governance Committee will review and consider:
the related person’s interest in the transaction;
the approximate dollar value of the amount involved in the transaction;
the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
whether the transaction was undertaken in the ordinary course of our business;
whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to us of, the transaction; and
any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
The Nominating and Corporate Governance Committee may approve or ratify the transaction only if the Nominating and Corporate Governance Committee determines that, under all of the circumstances, the transaction is in, or not inconsistent with, our best interests. The Nominating and Corporate Governance Committee may impose any conditions on the transaction that it deems appropriate.
Related Party Transactions.
Since January 1, 2018, we have not been a party to any transactions or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any current Director, executive officer, holder of more than 5% of our common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest.
The Compensation Committee has reviewed and discussed with management the section of this Proxy Statement entitled “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee has recommended to the Board that such section be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
By the Compensation Committee of the Board.
Respectfully submitted,
Roger M. Marino (Chair)
Robert D. Burke
Leonard P. Forman
Bruce Levenson
The following table sets forth the aggregate fees for services billed to us by BDO, which served as our independent registered public accounting firm for the fiscal years ended December 31, 2015 and 2014.
|
| 2015 |
| 2014 |
| ||
Fee Category |
|
|
|
|
| ||
Audit fees(1) |
| $ | 478,795 |
| $ | 535,879 |
|
Audit-related fees |
| — |
| — |
| ||
Tax fees |
| — |
| — |
| ||
All other fees |
| — |
| — |
| ||
|
|
|
| — |
| ||
Total fees |
| $ | 478,795 |
| $ | 535,879 |
|
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders | 24 |
The Audit Committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 2018 and discussed them with our management and our independent registered public accounting firm.
The Audit Committee has also received from, and discussed with, our independent registered public accounting firm various communications that our independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by Statement on Auditing Standards No. 1301, (Communication with Audit Committees), as adopted by the Public Company Accounting Oversight Board and as currently in effect.
The Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the Company’s independent registered public accounting firm its independence.
Based on the review and discussions referred to above, the Audit Committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
This Audit Committee Report is not incorporated by reference into any of our previous or future filings with the SEC, unless any such filing explicitly incorporates this report.
By the Audit Committee of the Board.
Respectfully submitted,
Leonard P. Forman (Chair)
Robert D. Burke
Bruce Levenson
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Last year, our Board and Audit Committee selected BDO USA, LLP (“BDO”) to serve as our independent registered public accounting firm for the fiscal year ended December 31, 2018 and our stockholders voted to ratify that selection at the 2018 Annual Meeting. While BDO has served as our independent registered public accounting firm since the fiscal year ended December 31, 2011, the Audit Committee has not yet selected BDO or any other firm to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2019. The Audit Committee has decided to conduct a competitive review of independent registered public accounting firms, and will be soliciting proposals from several firms, including BDO, to serve as our independent registered public accounting firm for 2019. Once these proposals are received and evaluated, the Audit Committee will select and engage an auditor for the fiscal year ended December 31, 2019 to ensure that the Company is getting the best audit services at a competitive price. BDO will continue to provide audit and related services to the Company during the solicitation process and, if selected, will continue serving as our independent registered public accounting firm. As a result, no recommendation concerning the appointment of an independent registered public accounting firm to audit our financial statements for 2019 is being presented for a ratification vote by the stockholders at our 2019 Annual Meeting. Representatives from BDO are not expected to be present at the Annual Meeting and, therefore, will not be able to make a statement and will not be available to respond to questions.
Auditors’ Fees. The following table sets forth the aggregate fees for services billed to us by BDO, which served as our independent registered public accounting firm for the fiscal years ended December 31, 2018 and 2017.
Fee Category |
| 2018 |
|
| 2017 |
| ||
Audit fees(1) |
| $ | 443,450 |
|
| $ | 520,328 |
|
Audit-related fees |
|
| — |
|
|
| — |
|
Tax fees |
|
| — |
|
|
| — |
|
All other fees |
|
| — |
|
|
| — |
|
Total Fees |
| $ | 443,450 |
|
| $ | 520,328 |
|
(1) | Audit fees consist of (a) fees for the audit of our financial statements, (b) the review of the interim financial statements included in our quarterly reports on Form 10-Q, (c) audits of the Company’s subsidiaries that are required by statute or regulation, and (d) services that generally only the Company’s independent registered public accounting firm reasonably can provide, such as comfort letters and consents. |
Pre-Approval Policies and Procedures
Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.
From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
Our Audit Committee has also delegated to the Chairman of the Audit Committee the authority to approve any audit or non-audit services (other than internal control-related services, which must be pre-approved by the full Committee) to be provided to us by our independent registered public accounting firm, as well as to discuss with the independent auditor the matters required to be discussed by SAS 100. Any approval of services by the Chairman of the Audit Committee pursuant to this delegated authority must be reported on at the next scheduled meeting of the Audit Committee.
TechTarget, Inc.
| 25 |
Pre-Approval Policies and Procedures.Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.
From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next twelve months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. Our Audit Committee has also delegated to the Chairman of the Audit Committee the authority to approve any audit or non-audit services (other than internal control-related services, which must be pre-approved by the full Committee) to be provided to us by our independent registered public accounting firm, as well as to discuss with the independent auditor the matters required to be discussed by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence). Any approval of services by the Chairman of the Audit Committee pursuant to this delegated authority must be reported on at the next scheduled meeting of the Audit Committee.
STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING OF STOCKHOLDERS
With respect to any Stockholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act in order for such proposal to be included in the Proxy Statement for our Annual Meeting of Stockholders for 2020, it must be received by our Corporate Secretary at our principal office in Newton, Massachusetts, no later than December 27, 2019. If you wish to present a proposal or a proposed Director candidate at the 2020 Annual Meeting of Stockholders, but do not wish to have the proposal or Director candidate considered for inclusion in the Proxy Statement and proxy card, you must also give written notice to us at the address noted below. We must receive this required notice not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the 2019 Annual Meeting. However, if the date of the 2020 Annual Meeting of Stockholders is advanced more than thirty days prior to or delayed by more than sixty days after the first anniversary of the 2019 Annual Meeting of Stockholders, then we must receive the required notice no earlier than the close of business on the 120th day prior to the 2020 Annual Meeting of Stockholders and no later than the close of business on the later of (1) the 90th day prior to the 2020 Annual Meeting of Stockholders or (2) the 10th day following the date public announcement of the date of such annual meeting is first made.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The SEC has adopted rules that allow us to deliver one set of disclosure documents to stockholders sharing the same address, which enables us to reduce the volume of duplicative information that you may receive and helps us reduce expenses. We expect to rely on this rule anytime we are mailing disclosure documents to you if you hold your shares through a bank, a broker or other nominee. This means that only one copy of the Notice of Internet Availability of Proxy Materials may have been sent to multiple stockholders in your household unless your bank, trust, broker or other nominee has received contrary instructions from one or more of the stockholders. We will promptly deliver a separate copy of Notice of Internet Availability of Proxy Materials, the Proxy Statement or Form 10-K to you if you write to us at 275 Grove Street, Newton, Massachusetts 02466, Attention: Corporate Secretary, or call us at (888) 274-4111. If you want to receive separate copies of our Notice of Internet Availability of Proxy Materials, Proxy Statement or Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder.
Our Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If other matters are properly brought before the Annual Meeting, including a proposal to adjourn the Annual Meeting to permit the solicitation of additional proxies in the event that one or more proposals have not been approved by a sufficient number of votes at the time of the Annual Meeting, the persons named in the Company’s accompanying proxy will vote on such matters in their own discretion in what they consider the best interests of the Company.
TechTarget, Inc. | Proxy Statement for
| 26 |
The matters in this Proxy Statement are solicited by and on behalf of our Board. The entire cost of such solicitation will be borne directly by us.
In addition to have the proposal or director candidate considered for inclusion in the use of the mails, proxies may be solicited by personal interview, telephone or other means of communication by Directors, officers and our other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.
Certain information contained in this Proxy Statement relating to the occupations and security holdings of our Directors and officers is based upon information received from the individual Directors and officers.
A copy of our Form 10-K (including the audited consolidated financial statements and schedules) for the fiscal year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466 Attention: Corporate Secretary, or by telephone: (888) 274-4111. This Proxy Statement and our Form 10-K are also available through the investor relations portion of our website at www.techtarget.com.
This Proxy Statement and the Form 10-K are available for viewing, printing, and downloading on or about April 26, 2019 at www.edocumentview.com/ttgt.
By Order of the Board of Directors,
CHARLES D. RENNICK
Vice President, General Counsel
and Corporate Secretary
TechTarget, Inc. | Proxy Statement | 27 |
MMMMMMMMMMMM MMMMMMMMM IMPORTANT ANNUAL MEETING INFORMATION 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR ASAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using ablack inkpen, mark your votes with anX as shown in X this example. Please do not write outside the designated areas. MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on June 12, 2019. Vote by Internet • Go to www.envisionreports.com/TTGT •Or scan the QR code with your smartphone •Follow the steps outlined on the secure website Vote by telephone •Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone •Follow the instructions provided by the recorded message Annual Meeting Proxy Card 1234 5678 9012 345 • IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • A Proposals — The Board of Directors recommends a vote FORthe election of both nominees. 1.Election of Class III Directors: For Withhold For Withhold 01 – Leonard P. Forman + 02 – Greg Strakosch For Against Abstain B Non-Voting Items Change of Address —Please print your new address below. Comments— Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MR A SAMPLE (THIS AREA IS SET UPTOACCOMMODATE C 1234567890 JNT 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR ASAMPLE AND MR ASAMPLE AND MR ASAMPLE AND 1UPX 3745831 MR ASAMPLE AND MR ASAMPLE AND MR ASAMPLE AND MMMMMMM + 02SVUB IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proxy — TechTarget, Inc. Annual Meeting of Stockholders – June 12, 2019 This Proxy Is Solicited on behalf of the Board of Directors The undersigned, revoking all prior proxies, hereby appoints, Charles D. Rennick and Daniel T. Noreck, and each of them, with full power of substitution and revocation, as Proxies to represent and vote as designated hereon all the shares of TECHTARGET, INC. (the “Company”) which the undersigned would be entitled to vote if personally present, at the Annual Meeting of Stockholders of the Company to be held at 2:00 p.m. Eastern Time, on Wednesday, June 12, 2019, at our corporate headquarters at 275 Grove Street, Newton, MA 02466, and at any adjournment or postponement thereof. Shares represented by this proxy will be voted by the stockholder as directed. If no such directions are indicated, the Proxies will have authority to vote FOR the election of both nominees in Proposal 1. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
TechTarget, Inc. | Proxy Statement for 2019 Annual Meeting of Stockholders |
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