| | Date: | | | | | | | Record Date: | | | |
| | Time: | | | | 11:00 a.m. ET | | | | Attendance: | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | | | ||
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 31 | | | |
| | | | | 32 | | | |
| | | | | 32 | | | |
| | | | | 33 | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | 38 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | 41 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | |
| |
• | |
• | |
| |
• Grew our Skillsoft Content Segment bookings | |
• Improved our Skillsoft Content Segment LTM dollar retention rate from 97% to 100%, | |
• Demonstrated stability in the second half of the year in our Global Knowledge Segment with two quarters of sequential bookings growth. | |
• Delivered | |
• | |
| |
| Proposals | | | Board Vote Recommendation | | | Page | |
| 1. Elect three Class | | | FOR each nominee | | | | |
| 2. Approve an amendment to our Certificate of Incorporation to limit the liability of certain of our officers | | | FOR | | | | |
| 3. Authorize the Board, in its discretion, to amend our Certificate of Incorporation to effect a reverse stock split | | | FOR | | | | |
| 4. Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal | | | FOR | | | |
| Director | | | Corporate Governance | | | Finance & Capital Markets | | | Mergers & Acquisitions | | | Marketing | | | | | Technology and Educational Technology | | | Growth Company | | | International Organizations | | |
| Patrick Kolek | | | ☑ | | | ☑ | | | ☑ | | | | | | | | | ☑ | | | ☑ | | | ☑ | |
| Jeffrey R. Tarr | | | ☑ | | | | | | ☑ | | | | | | | | | ☑ | | | ☑ | | | ☑ | |
| Helena B. Foulkes | | | ☑ | | | | | | | | | ☑ | | | ☑ | | | | | | | | | | |
| Ronald W. Hovsepian | | | ☑ | | | | | | ☑ | | | | | | | | | ☑ | | | | | | | |
| Lawrence | | | ☑ | | | | | | ☑ | | | | | | | | | ☑ | | | ☑ | | | ☑ | |
| Michael S. Klein | | | ☑ | | | ☑ | | | ☑ | | | | | | | | | | | | | | | ☑ | |
| Karen G. Mills | | | ☑ | | | ☑ | | | ☑ | | | | | | ☑ | | | | | | ☑ | | | | |
| Peter Schmitt | | | | | | | | | | | | | | | | | | ☑ | | | | | | ☑ | |
| Lawrence H. Summers | | | | | | ☑ | | | ☑ | | | | | | | | | | | | | | | ☑ | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS LISTED BELOW. | | |
| | Independent Director Since June 2021 Committee Service: • Compensation Committee Age | | | | Experience and Expertise Lawrence | | |
| Qualifications • Mr. Illg was selected to serve on our Board | | |
| | Director Since June Age | | | | Experience and Expertise Michael S. Klein has served as a director of Skillsoft Corp. since June 2021. He previously served as director for Churchill Capital Corp II, the predecessor listed company, since June 2019. | | |
| Qualifications • Mr. Klein is qualified to serve on our Board | | |
| | Independent Director Since June 2021 Committee Service: • Nominating and Governance Committee Age | | | | Experience and Expertise Lawrence H. Summers has served as a director of Skillsoft Corp. since June 2021. He has served as the Charles W. Eliot University Professor & President Emeritus of Harvard University since January 2011 and is the Weil Director of the Mossavar-Rahmani Center for Business and Government at Harvard’s Kennedy School. From January 2009 to December 2010, Dr. Summers served as Director of the White House National Economic Council in the Obama Administration and served as President of Harvard University from 2001 to 2006. Dr. Summers has served in various other senior policy positions, including as Secretary of the Treasury in the Clinton Administration and Chief Economist of the World Bank. Currently, Dr. Summers serves on the board of directors of Block, Inc. since June 2011 and Doma Holdings, Inc. since September 2019. He also serves on the board of ONE and chairs the board of the Center for Global Development. Dr. Summers is an advisor to The Hamilton Project, The Hutchins Center on Fiscal & Monetary Policy, and the Peterson Institute for International Economics. He is a distinguished senior fellow at the Center for American Progress and recently co-chaired the Commission on Inclusive Prosperity. He recently launched a Task Force on Fiscal Policy with Mayor Bloomberg and chaired the Commission on Global Health. Dr. Summers also served on the board of directors of LendingClub Corporation from 2012 to May 2018. Dr. Summers holds a B.S. in Economics from Massachusetts Institute of Technology and a Ph.D. in Economics from Harvard University. | | |
| Qualifications • Dr. Summers was selected to serve on our Board | | |
| | Independent Director Since June 2021 Committee Service: • Audit Committee Age | | | | Experience and Expertise Helena B. Foulkes has served as a director of Skillsoft Corp. since June 2021. She is currently the Executive Chair of the board of directors of Follett Higher Education Group and also serves as a member of the board of | | |
| Qualifications • Ms. Foulkes was selected to serve on our Board | | |
| | Independent Director Since June 2021 Committee Service: • Nominating and Governance Committee (Chair) Age | | | | Experience and Expertise Patrick Kolek has served as the Chair of the Board of | | |
| Qualifications • Mr. Kolek was selected to serve on our Board | | |
| | Independent Director Since June Committee Service: • Audit Committee (Chair) • Compensation Committee Age 69 | | | | Experience and Expertise Karen G. Mills has served as a director of Skillsoft Corp. since June 2021. She served as director for Churchill Capital Corp II, Skillsoft’s predecessor listed company, since June 2019. Ms. Mills also serves on the boards of directors of Churchill Capital Corp V, Churchill Capital Corp VI, and Churchill Capital Corp VII. She was previously a Director of Clarivate Plc from May 2019 until January 2021 and Churchill Capital Corp III and IV through October 2020 and July 2021, respectively. Ms. Mills is a Senior Fellow at the Harvard Business School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship, and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills is the President of MMP Group since October 1993, which invests in financial services, consumer products, and technology-enabled solutions businesses. She also serves as a Director of the National Bureau of Economic Research (NBER) and is | | |
| Qualifications • Ms. | | |
| | Independent Director Since June 2021 Committee Service: • Audit Committee • Compensation Committee (Chair) • Nominating and Governance Committee Age 62 | | | | Experience and Expertise Ronald W. Hovsepian has served as a director of Skillsoft Corp. since June 2021. He previously served as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity, from July 2018 until June 2021. Mr. Hovsepian has served as chairman of the board of directors of Ansys Corp., the global leader in engineering simulation, since 2014, and has served as a member of the board since 2012. Mr. Hovsepian has served as chairman of the board of Valo Health, a technology company in drug discovery, since June 2019. Previously, Mr. Hovsepian served as a director of Pegasystems Inc. from January 2019 until June 2021. Mr. Hovsepian also previously served as Chairman of ANN Inc., for ten years. Since September 2020, Mr. Hovsepian has served as Chief Executive Officer of Indigo Ag, an agricultural technology company, and as a director since July 2019. Mr. Hovsepian has been an executive partner at Flagship Pioneering, Inc., a venture capital firm focused on healthcare, since October 2018. Mr. Hovsepian was President and Chief Executive Officer of Intralinks, a global provider of secure SaaS collaboration solutions and virtual data rooms, from 2011 to 2017, until it was acquired in 2017 by Synchronoss Technologies, Inc., a telecommunications software and services company. After the acquisition, Mr. Hovsepian served as chief executive officer of Synchronoss from January to April 2017. Prior to Intralinks, Mr. Hovsepian served as President and Chief Executive Officer of Novell, Inc., from 2005 to 2011, where he started as Executive Vice President and President, Worldwide Field Operations in 2003. Mr. Hovsepian began his career at IBM, where he held a number of management and executive positions over a 16-year period. Mr. Hovsepian holds a Bachelor of Science degree from Boston College. | | |
| Qualifications • Mr. Hovsepian was selected to serve on our Board due to his business experience in the technology sector, public company chief executive officer experience, and public company board experience, and his knowledge of Skillsoft from his prior service as Executive Chairman of Software Luxembourg, the Skillsoft predecessor entity. | | |
| | Director Since June 2021 Age: 56 | | | | Experience and Expertise Peter Schmitt has served as a director of Skillsoft Corp. since June 2021. He previously served as a director for Software Luxembourg, the Skillsoft predecessor entity, from August 2020 until June 2021. Dr. Schmitt has served as Industrial Advisor at EQT Partners AB since May 2018 and as President at MEC Advisors LLC since October 2017. Dr. Schmitt is on the advisory board of ThermoAnalytics, Inc., Blume Global, Inc. (an Apollo portfolio company), and MAIT GmbH and xSuite Group GmbH (both 3i portfolio companies). Dr. Schmitt served on the board of Innovyze LLC and Zemax LLC (both EQT Partners portfolio companies) and Upchain until all three companies were sold in 2021. Dr. Schmitt previously served as Senior Vice President of IoT & Digital Twin, Cenit AG from 2018 to 2019. Prior to Cenit, Dr. Schmitt served as Executive Vice President of Global Sales & Operational Marketing at ESI Group from 2015 to 2017, and Vice President at Dassault Systèmes from 2000 to 2015. Dr. Schmitt holds a Doctorate degree in Manufacturing Engineering from the University of Stuttgart, Germany and holds Diplom Ingenieur (equivalent to Master of Engineering in Mechanical Engineering) from Technical University of Karlsruhe, Germany. | | |
| Qualifications • Dr. Schmitt’s qualifications include his extensive business experience, including with international organizations, and his knowledge of Skillsoft from his prior service as a director of Software Luxembourg, the Skillsoft predecessor entity. | | |
| | Director Since June 2021 Age 60 | | | | Experience and Expertise Mr. Jeffrey R. Tarr has served as our Chief Executive Officer and President and as a director since June 2021. Mr. Tarr is an experienced public company CEO and director. Prior to joining Skillsoft, Mr. Tarr was CEO, President, and a director of DigitalGlobe, a satellite imagery and geospatial intelligence company, from 2011 until the sale of the company in 2017 to MDA (now Maxar Technologies). Subsequently, Mr. Tarr served as an advisor to TPG, other leading private equity firms and corporate clients, and from June through October 2019 served as CEO and a director of Solera Global Holdings Corp. Prior to DigitalGlobe, he was President & COO of IHS (now part of S&P Global) and Chairman & CEO of the publicly traded business information company Hoover’s, Inc. (now a part of Dun & Bradstreet). Mr. Tarr began his career with Bain & Company. He received his undergraduate degree from Princeton University’s School of Public and International Affairs and his MBA from the Stanford Graduate School of Business. Mr. Tarr currently serves on the board of EchoStar Corp. and is a member of the Stanford Graduate School of Business Advisory Council. Mr. Tarr previously served on the board of DSST Public Schools, one of the leading open enrollment school systems in the United States, and on the board of CEB (The Corporate Executive Board Company) until the sale of the company to Gartner in 2017. He also served as Chairman of the Stanford Graduate School of Business Management Board, co-Chair of the World Economic Forum Council on the Future of Space Technologies, and co- Chair of the Annual Meeting of New Champions in Dalian China. Mr. Tarr is a member of the Council on Foreign Relations. | | |
| Qualifications • Mr. Tarr’s qualifications include his extensive public company CEO experience, his experience with public company mergers and acquisitions, and his knowledge of Skillsoft from his service as our Chief Executive Officer and President. | | |
| Name | | Age | | Director Since | | Independent | | | Committee Memberships | | Name | | Age | | Director Since | | Independent | | | Standing Committee Memberships | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Audit | | Compensation | | Nominating and Governance | | | Audit | | Compensation | | Nominating and Governance | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Patrick Kolek | | | | 51 | | | | | 2021 | | | ☑ | | | | | | | | | | | | | | © | | | Patrick Kolek | | | | 52 | | | | | 2021 | | | ☑ | | | | | | | | | | | | | | © | | | ||||||||||||
| Helena B. Foulkes | | | | 57 | | | | | 2021 | | | ☑ | | | | ☑ | | | | | | | | | | | | | Helena B. Foulkes | | | | 58 | | | | | 2021 | | | ☑ | | | | ☑ | | | | | | | | | | | | | ||||||||||||
| Ronald W. Hovsepian | | | | 61 | | | | | 2021 | | | ☑ | | | | ☑ | | | | | © | | | | | ☑ | | | Ronald W. Hovsepian | | | | 62 | | | | | 2021 | | | ☑ | | | | ☑ | | | | | © | | | | | ☑ | | | ||||||||||||
| Lawrence Charles Illg | | | | 51 | | | | | 2021 | | | ☑ | | | | | | | | | ☑ | | | | | | | | Lawrence C. Illg | | | | 52 | | | | | 2021 | | | ☑ | | | | | | | | | ☑ | | | | | | | | ||||||||||||
| Michael S. Klein | | | | 58 | | | | | 2019 | | | | | | | | | | | | | | | | | | | | Michael S. Klein | | | | 59 | | | | | 2021 | | | | | | | | | | | | | | | | | | | | ||||||||||||
| Karen G. Mills | | | | 68 | | | | | 2019 | | | ☑ | | | | © | | | | | ☑ | | | | | | | | Karen G. Mills | | | | 69 | | | | | 2021 | | | ☑ | | | | © | | | | | ☑ | | | | | | | | ||||||||||||
| Peter Schmitt | | | | 55 | | | | | 2021 | | | | | | | | | | | | | | | | | | | | Peter Schmitt | | | | 56 | | | | | 2021 | | | | | | | | | | | | | | | | | | | | ||||||||||||
| Lawrence H. Summers | | | | 67 | | | | | 2021 | | | ☑ | | | | | | | | | | | | | | ☑ | | | Lawrence H. Summers | | | | 68 | | | | | 2021 | | | ☑ | | | | | | | | | | | | | | ☑ | | | ||||||||||||
| Jeffrey R. Tarr | | | | 59 | | | | | 2021 | | | | | | | | | | | | | | | | | | | | Jeffrey R. Tarr | | | | 60 | | | | | 2021 | | | | | | | | | | | | | | | | | | | | ||||||||||||
| FY 2022 Meetings | | | | | | | | | | | | Board: 7 | | | | 4 | | | | | 2 | | | | | 0 | | | FY 2023 Meetings | | | | | | | | | | | | Board: 10 | | | | 6 | | | | | 4 | | | | | 4 | | |
| Name | | Fees earned or paid in cash ($)(1) | | Stock Awards ($)(2) | | Total ($) | | Name | | Fees earned or paid in cash ($)(1) | | Stock Awards ($)(2) | | Total ($) | | ||||||||||||||||||||||||
| Patrick Kolek | | | $ | 72,405 | | | | $ | 199,994 | | | | $ | 272,399 | | | Patrick Kolek | | | $ | 125,000 | | | | $ | 159,645 | | | | $ | 284,645 | | | ||||||
| Helena B. Foulkes | | | $ | 50,679 | | | | $ | 199,994 | | | | $ | 250,673 | | | Helena B. Foulkes | | | $ | 60,000 | | | | $ | 159,645 | | | | $ | 219,645 | | | ||||||
| Ronald W. Hovsepian | | | $ | 55,720 | | | | $ | 199,994 | | | | $ | 255,714 | | | Ronald W. Hovsepian | | | $ | 95,000 | | | | $ | 159,645 | | | | $ | 254,645 | | | ||||||
| Lawrence Charles Illg | | | $ | 38,315 | | | | $ | 199,994 | | | | $ | 238,309 | | | Lawrence C. Illg | | | $ | 60,000 | | | | $ | 159,645 | | | | $ | 219,645 | | | ||||||
| Michael S. Klein | | | $ | 31,929 | | | | $ | 199,994 | | | | $ | 231,923 | | | Michael S. Klein | | | $ | 50,000 | | | | $ | 159,645 | | | | $ | 209,645 | | | ||||||
| Karen G. Mills | | | $ | 54,280 | | | | $ | 199,994 | | | | $ | 254,274 | | | Karen G. Mills | | | $ | 85,000 | | | | $ | 159,645 | | | | $ | 244,645 | | | ||||||
| Peter Schmitt | | | $ | 31,929 | | | | $ | 199,994 | | | | $ | 231,923 | | | Peter Schmitt | | | $ | 50,000 | | | | $ | 159,645 | | | | $ | 209,645 | | | ||||||
| Lawrence H. Summers | | | $ | 38,315 | | | | $ | 199,994 | | | | $ | 238,309 | | | Lawrence H. Summers | | | $ | 60,000 | | | | $ | 159,645 | | | | $ | 219,645 | | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OF OUR OFFICERS. | | |
| | | | | Before Reverse Stock Split | | | | After Reverse Stock Split | | ||||||||||||||||||||||||||||||||||
| | | | | 1-for-10 | | | | 1-for-15 | | | | 1-for-20 | | | | 1-for-25 | | | | 1-for-30 | | ||||||||||||||||||||||
| Common Stock Authorized | | | | | | 375,000,000 | | | | | | | 37,500,000 | | | | | | | 25,000,000 | | | | | | | 18,750,000 | | | | | | | 15,000,000 | | | | | | | 12,500,000 | | |
| Common Stock Outstanding | | | | | | 159,577,832 | | | | | | | 15,957,783 | | | | | | | 10,638,522 | | | | | | | 7,978,892 | | | | | | | 6,383,113 | | | | | | | 5,319,261 | | |
| Treasury Stock Outstanding | | | | | | 6,044,014 | | | | | | | 604,401 | | | | | | | 402,934 | | | | | | | 302,201 | | | | | | | 241,761 | | | | | | | 201,467 | | |
| Common Stock Underlying Options and Warrants | | | | | | 64,018,951 | | | | | | | 6,401,895 | | | | | | | 4,267,930 | | | | | | | 3,200,948 | | | | | | | 2,560,758 | | | | | | | 2,133,965 | | |
| Common Stock Available for Grant Under Company Stock Plans | | | | | | 2,740,914 | | | | | | | 274,091 | | | | | | | 182,728 | | | | | | | 137,046 | | | | | | | 109,637 | | | | | | | 91,364 | | |
| Total Common Stock Authorized but Unreserved | | | | | | 147,233,296 | | | | | | | 14,723,330 | | | | | | | 9,815,553 | | | | | | | 7,361,665 | | | | | | | 5,889,332 | | | | | | | 4,907,777 | | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE REVERSE STOCK SPLIT AMENDMENT | | |
| | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL | | |
| Fee Category | | 2022 | | 2021 | | Fee Category | | 2023 | | 2022 | | ||||||||||||||||
| Audit Fees | | | $ | 3,195 | | | | $ | 3,310 | | | Audit Fees | | | $ | 2,801 | | | | $ | 3,195 | | | ||||
| Audit-Related Fees | | | $ | – | | | | $ | – | | | Audit-Related Fees | | | $ | – | | | | $ | 624 | | | ||||
| Tax Fees | | | $ | 2,211 | | | | $ | 2,700 | | | Tax Fees | | | $ | 4,021 | | | | $ | 2,211 | | | ||||
| All Other Fees | | | $ | – | | | | $ | – | | | All Other Fees | | | $ | – | | | | $ | – | | | ||||
| Total Fees | | | $ | 5,406 | | | | $ | 6,010 | | | Total Fees | | | $ | 6,822 | | | | $ | 5,406 | | |
| | The audit committee assists our Board Our management is responsible for preparing our consolidated financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. • reviewed and discussed with management • discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the • discussed with EY their independence, and received from EY the written disclosures and the letter required by applicable requirements of the PCAOB regarding EY’s communications with the audit committee concerning Based on these reviews and discussions, the audit committee recommended to our Board Members of the audit committee: Karen G. Mills, Chair Helena B. Foulkes Ronald W. Hovsepian | | |
Name | | | Age | | | Position | |
Matthew Glitzer | | | 55 | | | Chief Revenue Officer | |
Apratim Purakayastha | | | 55 | | | Chief Product and Technology Officer | |
Richard Walker | | | 59 | | | Chief Financial Officer | |
| Name | | | Fiscal 2023 Position | |
| Principal Executive Officer | | | | |
| Jeffrey R. Tarr | | | Chief Executive Officer and President | |
| Next Two Most Highly Compensated Executive Officers | | | | |
| Apratim Purakayastha | | | Chief Product and Technology Officer | |
| Eric Stine (1) | | | Chief Commercial Officer (former) | |
| Two Additional Individuals | | | | |
| Gary W. Ferrera (2) | | | Chief Financial Officer (former) | |
| Zachary Sims (3) | | | General Manager, Tech & Dev (former) | |
| Name and principal position | | Year | | Salary ($) | | Bonus ($)(3) | | Stock Awards ($)(4) | | Option Awards ($)(5) | | Non-Equity Incentive Plan compensation ($)(6) | | All other compensation ($)(7) | | Total ($) | | Name and principal position | | Year ($) | | Salary (1) | | Bonus ($) | | Stock Awards ($)(2) | | Option Awards ($) | | Non-Equity Incentive Plan compensation ($)(3) | | All other compensation ($)(4) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jeffrey R. Tarr (1) Chief Executive Officer and President | | | | 2022 | | | | $ | 477,273 | | | | $ | 114,500 | | | | $ | 21,500,000 | | | | $ | 3,330,000 | | | | $ | 362,583 | | | | $ | 2,802,000 | | | | $ | 28,586,356 | | | Jeffrey R. Tarr Chief Executive Officer and President | | | | | 2023 | | | | $ | 750,000 | | | | | — | | | | $ | 7,301,849 | | | | | — | | | | | — | | | | $ | 4,000 | | | | $ | 8,055,849 | | | |||||||||||||||
| Gary W. Ferrera (2) Chief Financial Officer | | | | 2022 | | | | $ | 220,455 | | | | $ | 316,667 | | | | $ | 2,362,189 | | | | $ | 1,332,996 | | | | | — | | | | $ | 333 | | | | $ | 4,232,640 | | | | | | 2022 | | | | $ | 477,273 | | | | $ | 114,500 | | | | $ | 21,500,000 | | | | $ | 3,330,000 | | | | $ | 362,583 | | | | $ | 2,802,000 | | | | $ | 28,586,356 | | | |||||||||||||||||
| Apratim Purakayastha Chief Technology Officer | | | | | 2022 | | | | $ | 450,000 | | | | $ | 90,525 | | | | $ | 2,496,150 | | | | $ | 865,060 | | | | $ | 286,663 | | | | $ | 4,000 | | | | $ | 4,192,398 | | | Eric Stine Chief Commercial Officer | | | | | 2023 | | | | $ | 585,000 | | | | | — | | | | $ | 3,782,018 | | | | | — | | | | | — | | | | $ | 18,734 | | | | $ | 4,385,752 | | | ||||||||||||||
| | | 2021 | | | | $ | 450,000 | | | | $ | 420,000 | | | | | — | | | | | — | | | | $ | 225,000 | | | | $ | 4,000 | | | | $ | 1,099,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||
| Apratim Purakayastha Chief Product and Technology Officer | | | | | 2023 | | | | $ | 493,750 | | | | | — | | | | $ | 2,928,906 | | | | | — | | | | | — | | | | $ | 4,000 | | | | $ | 3,426,656 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | $ | 450,000 | | | | $ | 90,525 | | | | $ | 2,496,150 | | | | $ | 865,060 | | | | $ | 286,663 | | | | $ | 4,000 | | | | $ | 4,192,398 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Zachary Sims General Manager, Tech and Dev | | | | | 2023 | | | | $ | 352,557 | | | | | — | | | | $ | 3,340,795 | | | | | — | | | | | — | | | | $ | 2,833 | | | | $ | 3,696,185 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gary W. Ferrera Former Chief Financial Officer | | | | | 2023 | | | | $ | 480,333 | | | | | — | | | | $ | 3,248,821 | | | | | — | | | | | — | | | | $ | 42,788 | | | | $ | 3,771,942 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | $ | 220,455 | | | | $ | 316,667 | | | | $ | 2,362,189 | | | | $ | 1,332,996 | | | | | — | | | | $ | 333 | | | | $ | 4,232,640 | | |
| Measure | | | Threshold | | | Target | | | Over | | | Maximum | | | Fiscal 2023 Attainment | | | Actual Funding | | ||||||||||||||||||
| Bookings Target | | | | $ | 783M | | | | | $ | 825M | | | | | $ | 866M | | | | | $ | 907M | | | | | $ | 607M | | | | | $ | 0 | | |
| Name | | | FY23 Base Salary | | | Target Annual Cash Incentive Opportunity (% of Base Salary) (actual calculation impacted by mid-year salary adjustments) | | | Target Annual Cash Incentive Opportunity | | | Actual Cash Incentive Earned for Fiscal 2023 | | ||||||||||||
| Jeffrey R. Tarr | | | | $ | 750,000 | | | | | | 100% | | | | | $ | 750,000 | | | | | $ | 0 | | |
| Eric Stine | | | | $ | 585,000 | | | | | | 100% | | | | | $ | 585,000 | | | | | $ | 0 | | |
| Apratim Purakayastha | | | | $ | 493,750 | | | | | | 75% | | | | | $ | 370,313 | | | | | $ | 0 | | |
| Zachary Sims | | | | $ | 352,557 | | | | | | 50% | | | | | $ | 159,375 | | | | | $ | 0 | | |
| Gary W. Ferrera | | | | $ | 610,000 | | | | | | 100% | | | | | $ | 610,000 | | | | | $ | 0 | | |
| TSR Ranking | | | Payout | | |||
| 90th Percentile & Above (Maximum) | | | | | 200% | | |
| 75th Percentile (Over) | | | | | 150% | | |
| 50th Percentile (Target) | | | | | 100% | | |
| 25% Percentile (Threshold) | | | | | 50% | | |
| Below 25% Percentile (Below Threshold) | | | | | 0% | | |
| | | | | | | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Number of securities underlying unexercised options / warrants(#) Exercisable | | Number of securities underlying unexercised options (#) Unexercisable | | Option exercise price ($) | | Option Expiration date | | Number of shares or units of stock that have not vested ($) | | Market value of shares or units of stock that have not vested ($)(1) | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | Equity incentive plan awards: Market or payout value of unearned shares, units, or other rights that have not vested ($)(1) | | | Number of securities underlying unexercised options / warrants (#) Exercisable | | Number of securities underlying unexercised options (#) Unexercisable | | Option exercise price ($) | | Option Expiration date | | Number of shares or units of stock that have not vested ($) | | Market value of shares or units of stock that have not vested ($)(1) | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that not vested ($)(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey R. Tarr, Chief Executive Officer and President | | | | 125,000 | | | | | 875,000 | | | | $ | 10.75(2) | | | | | 6/11/2031 | | | | | 1,666,666(6) | | | | $ | 12,366,662 | | | | | — | | | | | — | | | | | | | 375,000(2) | | | | | 625,000(2) | | | | | 10.75 | | | | | 6/11/2031 | | | | | 1,000,000(7) | | | | | 1,920,000 | | | | | 436,975(13) | | | | | 838,992 | | | |||||||||||||||
| | | | 1,000,000 | | | | | — | | | | $ | 11.50(3) | | | | | 6/11/2026 | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gary W. Ferrera, Chief Financial Officer | | | | — | | | | | 396,725 | | | | $ | 10.51(4) | | | | | 9/20/2031 | | | | | 126,863(7) | | | | $ | 941,323 | | | | | 126,863(9) | | | | $ | 941,323 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Apratim Purakayastha, Chief Technology Officer | | | | — | | | | | 259,000 | | | | $ | 10.75(5) | | | | | 6/11/2031 | | | | | 129,000(8) | | | | $ | 957,180 | | | | | 129,000(10) | | | | $ | 957,180 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey R. Tarr, Chief Executive Officer and President | | | | | 1,000,000(3) | | | | | | | | | | 11.50 | | | | | 6/11/2026 | | | | | 655,462(8) | | | | | 1,258,487 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 97,125(4) | | | | | 161,875(4) | | | | | 10.75 | | | | | 6/11/2031 | | | | | 96,750(9) | | | | | 185,760 | | | | | 129,000(14) | | | | | 247,680 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eric Stine, Chief Commercial Officer | | | | | | | | | | | | | | | | | | | | | | | | | 378,151(7) | | | | | 726,050 | | | | | 126,051(13) | | | | | 242,018 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 100,840(10) | | | | | 193,613 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 97,125(5) | | | | | 161,875(5) | | | | | 10.75 | | | | | 6/11/2031 | | | | | 96,750(9) | | | | | 185,760 | | | | | 129,000(14) | | | | | 247,680 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Apratim Purakayastha Chief Product and Technology Officer | | | | | | | | | | | | | | | | | | | | | | | | | 277,311(8) | | | | | 532,437 | | | | | 92,437(13) | | | | | 177,479 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | 100,840(10) | | | | | 193,613 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | — | | | | | — | | | | | — | | | | | — | | | | | 256,036(11) | | | | | 491,589 | | | | | 126,689(15) | | | | | 243,243 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Zachary Sims GM, Tech & Dev | | | | | | | | | | | | | | | | | | | | | | | | | 380,068(12) | | | | | 729,731 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 123,976(6) | | | | | — | | | | | 10.51 | | | | | 3/31/2023 | | | | | — | | | | | — | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gary W. Ferrera Former Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of Shares 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) | | | | Number of Shares 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) | | | | 9,038,458 | | | | $ | 10.76 | | | | | 10,374,561(3) | | | Equity Compensation plans approved by security holders (1) | | | | 18,437,164 | | | | $ | 10.74 | | | | | 10,859,179(3) | | | ||||||
| Equity compensation plans not approved by security holders (2) | | | | 1,000,000 | | | | $ | 11.50 | | | | | N/A | | | Equity compensation plans not approved by security holders (2) | | | | 1,000,000 | | | | $ | 11.50 | | | | | N/A | | | ||||||
| Total | | | | 10,038,458 | | | | $ | 10.95 | | | | | 10,374,561 | | | Total | | | | 19,437,164 | | | | $ | 10.97 | | | | | 10,859,179 | | |
| | | Shares of Class A Common Stock Beneficially Owned | | |||||||||
Name and Address of Beneficial Holder (1) | | | Number of Shares | | | Percentage of Shares | | ||||||
5% stockholders | | | | | | | | | | | | | |
MIH Learning B.V. (2) | | | | | 77,916,895 | | | | | | 43.3% | | |
Churchill Sponsor II LLC (3) | | | | | 33,550,000 | | | | | | 18.7% | | |
Paradice Investment Management LLC (4) | | | | | 11,096,699 | | | | | | 6.8% | | |
Lodbrok Capital LLP (5) | | | | | 8,540,344 | | | | | | 5.2% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Jeffrey R. Tarr (6) | | | | | 1,564,357 | | | | | | * | | |
Gary W. Ferrera (7) | | | | | — | | | | | | — | | |
Apratim Purakayastha (8) | | | | | 64,750 | | | | | | * | | |
Helena B. Foulkes (9) | | | | | — | | | | | | — | | |
Ronald W. Hovsepian (9) | | | | | — | | | | | | — | | |
Lawrence Charles Illg (10) | | | | | 63,333 | | | | | | * | | |
Michael S. Klein (3) | | | | | 33,550,000 | | | | | | 18.7% | | |
Patrick Kolek (9) | | | | | 20,000 | | | | | | * | | |
Karen G. Mills (9) | | | | | — | | | | | | — | | |
Peter Schmitt (9) | | | | | — | | | | | | — | | |
Lawrence H. Summers (9) | | | | | — | | | | | | — | | |
All directors and executive officers as a group (18 persons)(11): | | | | | 39,324,965 | | | | | | 21.7% | | |
| | | Shares of Common Stock Beneficially Owned | | |||||||||
Name and Address of Beneficial Holder (1) | | | Number of Shares | | | Percentage of Shares | | ||||||
5% stockholders | | | | | | | | | | | | | |
MIH Learning B.V. (2) | | | | | 77,928,375 | | | | | | 44.2% | | |
M. Klein Associates (3) | | | | | 13,650,316 | | | | | | 8.2% | | |
Paradice Investment Management LLC (4) | | | | | 11,829,327 | | | | | | 7.4% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Jeffrey R. Tarr (5) | | | | | 2,318,634 | | | | | | 1.4% | | |
Eric Stine (6) | | | | | 135,455 | | | | | | * | | |
Apratim Purakayastha (7) | | | | | 152,285 | | | | | | * | | |
Zachary Sims (8) | | | | | 3,897,751 | | | | | | 2.4% | | |
Gary W. Ferrera (9) | | | | | 52,550 | | | | | | * | | |
Helena B. Foulkes (10) | | | | | 200,000 | | | | | | * | | |
Ronald W. Hovsepian (10) | | | | | — | | | | | | — | | |
Lawrence C. Illg (11) | | | | | 113,333 | | | | | | * | | |
Michael S. Klein (12) | | | | | 20,492,097 | | | | | | 12.1% | | |
Patrick Kolek (10) | | | | | 100,000 | | | | | | * | | |
Karen G. Mills (13) | | | | | 511,514 | | | | | | * | | |
Peter Schmitt (10) | | | | | 21,621 | | | | | | * | | |
Lawrence H. Summers (14) | | | | | 733,133 | | | | | | * | | |
All directors and executive officers as a group (12 persons) (15): | | | | | 24,853,968 | | | | | | 14.4% | | |