Board Meetings and Committees
The Board has appointed an Audit Committee, a Compensation Committee, a Disclosure Committee and a Nominating and Corporate Governance Committee. Below is a table indicating the membership of each committee and how many times the Board and each such committee met in fiscal year 2021. Beginning in 2021, the Board voted to change membership in the director compensation policy. The retainers and meeting fees are as follows:
|
| | |
Description | Fee Earned ($) |
|
Annual retainer for each Board member | 50,000 |
|
Annual retainer for Audit Committee Chair | 30,000 |
|
Fee for attendance of a Board meeting | 1,680 |
|
Fee for attendance of an Audit Committee meeting | 2,800 |
|
Fee for attendance of a Disclosure Committee meeting | 1,680 |
|
Fee for attendance of a Compensation Committee meeting | 2,800 |
|
MembersDisclosure Committee to management only in line with corporate governance best practices. Each Board member attended at least 75 percent of the total number of meetings of the Board and of Directors may receive fees for additional meetings and committee work.
We reimburse directors for out-of-pocket expenses incurred in connection with attending meetings.
Mr. Ralph Bartel and Ms. Christina Sindoni Ciocca chose not to receive any director compensation. The following table shows compensation information for Travelzoo’s directors for the fiscal year ended December 31, 2019.committees on which he or she served.
|
| | | | | | |
Name | | Fees Earned or Paid in Cash ($) | | Total ($) |
Mr. Ralph Bartel | | — |
| | — |
|
Ms. Christina Sindoni Ciocca | | — |
| | — |
|
Ms. Carrie Liqun Liu | | 70,160 |
| | 70,160 |
|
Ms. Mary Reilly | | 107,440 |
| | 107,440 |
|
Ms. Beatrice Tarka | | 67,920 |
| | 67,920 |
|
Certain Relationships and Related Party Transactions
Mr. Ralph Bartel | | | Chair | | | | | | | | | |
Ms. Christina Sindoni Ciocca | | | Secretary | | | | | | | | | |
Ms. Carrie Liqun Liu | | | Member | | | Member | | | | | | |
Ms. Mary Reilly | | | Member | | | Chair | | | Chair | | | Chair |
Ms. Beatrice Tarka | | | Member | | | Member | | | Member | | | Member |
Number of 2021 Meetings | | | 6 | | | 4 | | | 2 | | | 1 |
The Company maintains policies and procedures to ensuredoes not require that our directors executive officers and employees avoid conflictsattend the Annual Meeting of interest. Our executive officers, including our Global Chief Executive Officer, Chief Accounting Officer, and Chief Technology Officer are subject to our Code of Ethics and each signs the policy to ensure compliance. Our Code of Ethics requires our leadership to act with honesty and integrity, and to fully disclose to theStockholders.
Audit Committee
The Audit Committee any material transaction that reasonably could be expectedis appointed by the Board to give risedischarge the Board’s responsibilities with respect to an actual or apparent conflictamong other things, (i) the Company’s accounting and financial reporting processes; (ii) audits of interest. The Codethe financial statements of Ethics requires that our leadership obtain the prior written approvalCompany; and (iii) the qualifications, independence and performance of the Company’s independent auditors. A complete description of the Audit Committee before proceeding with or engagingCommittee's responsibilities is set forth in any conflict of interest. Moreover, employees are required to read and comply with our Guide to Business Conduct, which is a communication to all employees that ensures they are aware of their responsibility to avoid any conflicts of interest or potential conflicts of interest and to make appropriate disclosures to their manager or other personnel.
Our General Counsel and/or Chief Accounting Officer review(s) all material related party transactions. When a potential related party transaction is identified, the General Counsel and/or the Chief Accounting Officer will evaluate the transaction and determine whether the transaction requires the review and approval by the Audit Committee or a special committee of the Board consisting of independent directors (“Special Committee”). The Audit Committee charter states that the Audit Committee has the duty and responsibility to review and approve in advance, to the extent possible, any proposed related party transactions and potential conflict of interest situations involving a director or director nominee of the Company, an executive officer of the Company, any person or entity known by the Company to be a beneficial owner of more than 5% of the Company’s Common Stock, or any person known by the Company to be an immediate family member of any of the foregoing; provided, that the Audit Committee shall have the authority to ratify certain related party transactions if approval of such transactions in advance is not practicable or possible, in the sole discretion of the Committee.its written charter. A copy of the written charterAmended and Restated Audit Committee Charter, which was adopted by the Board on March 22, 2019, can be found in Appendix A to thisof our 2019 proxy statement. Upon submission to theThe Audit Committee or a Special Committee, such committee will consider relevant factsis responsible for appointing the independent registered public accounting firm and circumstances surrounding each related party transactionis directly responsible for the compensation and any mattersoversight of the committee deems appropriate. If thework of our independent registered public accounting firm. The Audit Committee or a Special Committee determines that any such related party transaction creates a conflictis composed solely of interest situation or would require disclosure under Item 404independent directors as defined in the listing standards of Regulation S-K, as promulgated bythe NASDAQ Stock Market, the SEC, the transaction must be approvedSarbanes-Oxley Act of 2002 and any successor rules or regulations. The Board determined that Ms. Mary Reilly qualifies as an audit committee financial expert within the meaning of SEC regulations.
Compensation Committee
The Compensation Committee is appointed by the committee priorBoard to discharge the Board’s responsibilities with respect to, among other things, the evaluation, approval and administration of the Company’s compensation and incentive plans, policies and programs for executive officers and directors of the Company. A complete description of the Compensation Committee’s responsibilities is set forth in its written charter. A copy of the Compensation Committee Charter, which was adopted by the Board on March 22, 2019, can be found in Appendix A of our 2019 proxy statement.
Disclosure Committee
The Disclosure Committee's primary responsibilities are (i) to design, establish and evaluate controls and other procedures that are designed to ensure the accuracy and timely disclosure of information to the Company entering into such transaction or ratified thereafter. Transactions or relationships previously approved bySEC and investment community and (ii) to review and supervise preparation of SEC filings, press releases and other broadly disseminated correspondence. Originally, the AuditDisclosure Committee or a Special Committee in existence prior to the formation of the committee do not require approval or ratification.
Ralph Bartel, who founded Travelzoo and who is a director of the Company, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro Capital Inc. (“Azzurro”). As of April 1, 2020, Azzurro is the Company's largest stockholder, holding approximately 39.5% of the Company's outstanding shares. Azzurro also holds a proxy given to it by Holger Bartel that provides it with a total of 39.9% of the voting power as of April 1, 2020.
Family Relationships
Ralph Bartel, Chairmanincluded two members of the Board, of Directors and Holger Bartel, Global Chief Executive Officer, are brothers. Except for Holger Bartel and Ralph Bartel, there are no familial relationships among any of our officers and directors.
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers have: (i) had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer eitherbut at the time ofQ1 2021 Board meeting, the bankruptcy or within two years priordirectors voted to that time; (ii) been convicted in a criminal proceeding or been subjectchange the Disclosure Committee to a pending criminal proceeding, excluding traffic violations and other minor offenses; (iii) been subjectmanagement committee, reporting directly to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated; or (v) been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the executive officers of Travelzoo as of April 1, 2020.
|
| | |
Name | Age | Position |
Holger Bartel, Ph.D. | 53 | Global Chief Executive Officer |
Michael Peterson | 62 | Chief Technology Officer |
Lisa Su | 44 | Chief Accounting Officer |
Holger Bartel, Ph.D., has been Travelzoo's Global Chief Executive Officer since January 2016. From July 2010 to May 2017, he was the Chairman of the Board of Directors. From October 2011 to October 2013, he was the Head of Strategy. From October 2008 to June 2010, he was Travelzoo's Chief Executive Officer. From September 1999 to November 2007, he was Executive Vice President. From 1995 to 1998, he was Engagement Manager at McKinsey & Company, a global management consulting firm. From 1992 to 1994, he was a research fellow at Harvard Business School. Holger Bartel holds a Ph.D. in Economics and an MBA in finance and accounting from the University of St. Gallen, Switzerland. He is the brother of Ralph Bartel.
Michael Peterson, has been Travelzoo’s Chief Technology Officer since June 2018. On March 30, 2020, Michael Peterson resigned from his position as Chief Technology Officer of Travelzoo effective April 10, 2020 for personal reasons, and not as the result of any disagreement with the Board or with the Company's management. From 2016 to 2018, Mr. Peterson served as Advisory Research and Development Lead to Neustar, Advisory Chief Technology Officer at Parkar Consulting & Lab and Advisory Chief Data Strategist at xSCION. From 2005 to 2016, he served as Vice President of Platforms and the technology executive under the Chief Technology Officer of Neustar. Prior to that, he served in various technical roles. Mr. Peterson attended Appalachian State University.
Lisa Su, the Company's Chief Accounting Officer, has been with Travelzoo since May 2011 and previously served as the Company's Vice President and Controller. Prior to May 2011, Ms. Su was the Controller of YuMe from June 2009. Prior to June 2009, Ms. Su was Controller of Travelzoo and prior to this role she performed various other accounting roles at Travelzoo since she started at Travelzoo in October 2000. Ms. Su holds an MBA in finance from California State University, East Bay and a bachelor's degree in economics-accounting from Claremont McKenna College.
PROPOSAL 2—APPROVAL OF OPTION GRANT TO CHAIRMAN
Option Agreement with the Chairman of the Board
On March 30, 2020, upon the unanimous approval of the independent directors of the Board, Travelzoo entered into a Nonqualified Stock Option Agreement (the “RB Option Agreement”) with Mr. Ralph Bartel, Chairman of the Board, pursuant to which the Company granted Mr. Bartel the option to purchase up to 800,000 shares of the Company’s common stock (such option being hereinafter referred to as the “RB Option”), subject to stockholder approval. Stockholders are being asked to approve the issuance of common stock which is issuable to Mr. Bartel upon exercise of the RB Option. As Mr. Bartel has not received a retainer or compensation for his service as Chairman of the Board, the RB Option was granted by the independent directors of the Board in order to induce Mr. Bartel to remain and continue as Chairman.
The principal terms of the RB Option Agreement are summarized below. The following discussion is qualified in its entirety by the full text of the RB Option Agreement, which is attached as Appendix A to this proxy statement and is incorporated by reference herein.
Exercisability of the Option
The exercise price of the RB Option is $3.49 per share. The RB Option will become exercisable in accordance with the following schedule:
|
| |
Vesting Date | Percentage of Option Vesting |
June 30, 2020 | 12.5% |
September 30, 2020 | 12.5% |
December 31, 2020 | 12.5% |
March 31, 2021 | 12.5% |
June 30, 2021 | 12.5% |
September 30, 2021 | 12.5% |
December 31, 2021 | 12.5% |
March 31, 2022 | 12.5% |
Mr. Bartel must exercise the RB Option by March 30, 2025; after such date, the RB Option will expire.
Exercise of the Option
Mr. Bartel may exercise, in whole or in part, the RB Option by delivering to the Company not less than 30 days prior to the exercise date (or such shorter period the Company may approve) a written notice of exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased.
The RB Option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the RB Option Agreement, which registration shall be filed by the Company with the SEC following the Company’s annual shareholder meeting, so long as approval has been obtained.
Adjustment of the Option
As is customary in stock option agreements of this nature, the number of shares subject to the RB Option and the exercise price of the RB Option are subject to adjustment in the event there is any change in the number of shares of outstanding Common Stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.
Transfer Restrictions
The RB Option is not transferable by Mr. Bartel other than by will or the laws of descent and distribution and may be exercised during Mr. Bartel’s lifetime only by himself or his guardian or legal representative.
Personal Interest
Mr. Bartel is the Chairman of the Board of Travelzoo. Mr. Bartel, who founded Travelzoo, is the sole beneficiary of the Ralph Bartel 2005 Trust, which is the controlling shareholder of Azzurro. As of April 1, 2020, Azzurro is the Company's largest stockholder, holding approximately 39.5% of the Company's outstanding shares. Azzurro also holds a proxy given to it by Holger Bartel that provides it with a total of 39.9% of the voting power as of April 1, 2020.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THIS PROPOSAL RELATING TO THE RB OPTION AGREEMENT.
PROPOSAL 3—APPROVAL OF OPTION GRANT TO KEY EMPLOYEES
Option Agreement with Global Chief Executive Officer
The Company entered into a Nonqualified Stock Option Agreement (the “HB Option Agreement”) with Holger Bartel, Global Chief Executive Officer, on September 5, 2019, pursuant to which the Company granted Mr. Bartel the option to purchase 400,000 shares of the Company’s common stock (such option being hereinafter referred to as the “HB Option”). The HB Option began to partially vest on March 31, 2020, but will not be exercisable until the stockholders approve. Stockholders are being asked to approve the issuance of common stock which is issuable to Mr. Bartel upon exercise of the HB Option.
The principal terms of the HB Option Agreement are summarized below. The following summary is qualified in its entirety by the full text of the HB Option Agreement, which is incorporated by reference herein by reference to Exhibit 10.17 to the Company’s report on Form 10-K, filed March 20, 2020.
Exercisability of Option
The exercise price of the HB Option is $10.79 per share. The HB Option will become exercisable in accordance with the following schedule:
|
| |
|
Vesting Date | Percentage of Option Vesting |
March 31, 2020 | 12.5% |
June 30, 2020 | 12.5% |
September 30, 2020 | 12.5% |
December 31, 2020 | 12.5% |
March 31, 2021 | 12.5% |
June 30, 2021 | 12.5% |
September 30, 2021 | 12.5% |
December 31, 2021 | 12.5% |
Mr. Bartel must exercise the HB Option by September 5, 2024; after such date, the HB Option will expire.
Exercise of Option
Mr. Bartel may exercise, in whole or in part, the HB Option by delivering to the Company not less than 30 days prior to the exercise date (or such shorter period the Company may approve) a written notice of exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased.
The HB Option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the HB Option Agreement, which registration shall be filed by the Company with the SEC following the Company’s annual shareholder meeting, so long as approval has been obtained.
Adjustment of Option
As is customary in stock option agreements of this nature, the number of shares subject to the HB Option and exercise price are subject to adjustment in the event there is any change in the number of shares of outstanding common stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.
Transfer Restrictions
The HB Option is not transferable by Mr. Bartel other than by will or the laws of descent and distribution and may be exercised during Mr. Bartel’s lifetime only by him or his guardian or legal representative.
Effect of Termination of Employment
If Mr. Bartel’s employment with the Company is terminated, including in the event of his death or disability, any portion of the HB Option which is not then exercisable will immediately terminate. With respect to any portion of the HB Option which is then exercisable on the date of termination of employment, Mr. Bartel (or, in the event of his death, his legatee(s) under his last will, or his personal representatives or distributes) may exercise such portion of the HB Option for a period of ninety (90) days following such termination, but in no event after September 5, 2024.
Personal Interest
Mr. Holger Bartel is Travelzoo's Global Chief Executive Officer.
Option Agreements with the General Managers and the Global Head of Human Resources
On September 5, 2019, Travelzoo entered into a Nonqualified Stock Option Agreement with each of (1) Christian Smart, General Manager, Germany, (2) James Clarke, General Manager, U.K., (3) Lara Barlow, General Manager, U.S., (4) Nancy Faure, General Manager, France, (5) Stephan Keschelis, General Manager, Spain and (6) Sonja Haas, Global Head of Human Resources (collectively, the “Employee Option Agreements”), pursuant to which the Company granted to each optionee the option to purchase up to 50,000 shares of the Company’s common stock (such options being hereinafter referred to collectively as the “Employee Options”), subject to stockholder approval.
The principal terms of the Employee Option Agreements are summarized below. The following discussion is qualified in its entirety by the full text of the Employee Option Agreements, which are attached as Appendices B-1, B-2, B-3, B-4, B-5 and B-6 to this proxy statement and are incorporated by reference herein.
Exercisability of the Option
The exercise price of the Employee Options is $10.79 per share. The Employee Options are expected to vest over four years in equal installments of 25% on September 5, 2020, September 5, 2021, September 5, 2022 and September 5, 2023. The Employee Options cannot be exercised after the expiration of the term of the Employee Options, which is five (5) years from the date of grant.
Exercise of the Option
The optionees may exercise, in whole or in part, the Employee Options by delivering to the Company not less than 30 days prior to the exercise date (or such shorter period the Company may approve) a written notice of exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased.
The Employee Options may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the Employee Option Agreements, which registration shall be filed by the Company with the SEC following the Company’s annual shareholder meeting, so long as approval has been obtained.
Adjustment of the Option
As is customary in stock option agreements of this nature, the number of shares subject to the Employee Options and the exercise price of the Employee Options are subject to adjustment in the event there is any change in the number of shares of outstanding Common Stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.
Transfer Restrictions
The Employee Options are not transferable by the optionees other than by will or the laws of descent and distribution and may be exercised during each optionee’s lifetime only by himself/herself or his/her guardian or legal representative.
Effect of Termination of Employment
If any of the optionees’ employment with the Company is terminated, including in the event of his/her death or disability, any portion of such optionee’s respective Employee Options which is not then exercisable will immediately terminate. With respect to any portion of such optionee’s respective Employee Options which is then exercisable on the date of termination of employment, such optionee (or, in the event of such optionee’s death, his/her legatee(s) under his/her last will, or his/her personal representatives or distributes) may exercise such portion of such optionee’s respective Employee Options for a period of ninety (90) days following such termination, but in no event after September 5, 2024.
Personal Interest
Mr. Smart is Travelzoo’s General Manager, Germany; Mr. Clarke is Travelzoo’s General Manager, U.K.; Ms. Barlow is Travelzoo’s General Manager, U.S.; Ms. Faure is Travelzoo’s General Manager, France; Mr. Keschelis is Travelzoo’s General Manager, Spain; and Ms. Haas is Travelzoo’s Global Head of Human Resources.
Option Agreement with Chief Accounting Officer
On March 30, 2020, Travelzoo entered into a Nonqualified Stock Option Agreement (the “LS Option Agreement”) with Lisa Su, Chief Accounting Officer, pursuant to which the Company granted Ms. Su the option to purchase up to 100,000 shares of the Company’s Common Stock (such option being hereinafter referred to as the “LS Option”), subject to stockholder approval.
The principal terms of the LS Option Agreement are summarized below. The following discussion is qualified in its entirety by the full text of the LS Option Agreement, which is attached as Appendix C to this proxy statement and is incorporated by reference herein.
Exercisability of the Option
The exercise price of the LS Option is $3.49 per share. The LS Option is expected to vest over four years in equal installments of 25% on March 30, 2021, March 30, 2022, March 30, 2023 and March 30, 2024. The LS Option cannot be exercised after the expiration of the term of the LS Option, which is five (5) years from the date of grant.
Exercise of the Option
Ms. Su may exercise, in whole or in part, the LS Option by delivering to the Company not less than 30 days prior to the exercise date (or such shorter period the Company may approve) a written notice of exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased.
The LS Option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the LS Option Agreement, which registration shall be filed by the Company with the SEC following the Company’s annual shareholder meeting, so long as approval has been obtained.
Adjustment of the Option
As is customary in stock option agreements of this nature, the number of shares subject to the LS Option and the exercise price of the LS Option are subject to adjustment in the event there is any change in the number of shares of outstanding Common Stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.
Transfer Restrictions
The LS Option is not transferable by Ms. Su other than by will or the laws of descent and distribution and may be exercised during Ms. Su’s lifetime only by herself or her guardian or legal representative.
Effect of Termination of Employment
If Ms. Su’s employment with the Company is terminated, including in the event of her death or disability, any portion of the LS Option which is not then exercisable will immediately terminate. With respect to any portion of the LS Option which is then exercisable on the date of termination of employment, Ms. Su (or, in the event of her death, her legatee(s) under her last will, or her personal representatives or distributes) may exercise such portion of the LS Option for a period of ninety (90) days following such termination, but in no event after March 30, 2025.
Personal Interest
Ms. Su is Travelzoo's Chief Accounting Officer.
Option Agreement with General Counsel
On March 30, 2020, Travelzoo entered into a Nonqualified Stock Option Agreement (the “CC Option Agreement”) with Christina Sindoni Ciocca, Director and General Counsel, pursuant to which the Company granted Ms. Ciocca the option to purchase up to 100,000 shares of the Company’s Common Stock (such option being hereinafter referred to as the “CC Option”), subject to stockholder approval.
The principal terms of the CC Option Agreement are summarized below. The following discussion is qualified in its entirety by the full text of the CC Option Agreement, which is attached as Appendix D to this proxy statement and is incorporated by reference herein.
Exercisability of the Option
The exercise price of the CC Option is $3.49 per share. The CC Option is expected to vest over four years in equal installments of 25% on March 30, 2021, March 30, 2022, March 30, 2023 and March 30, 2024. The CC Option cannot be exercised after the expiration of the term of the CC Option, which is five (5) years from the date of grant.
Exercise of the Option
Ms. Ciocca may exercise, in whole or in part, the CC Option by delivering to the Company not less than 30 days prior to the exercise date (or such shorter period the Company may approve) a written notice of exercise, designating the number of shares to be purchased, along with payment of the full amount of the purchase price of the shares being purchased.
The CC Option may not be exercised if shareholder approval is not received and may not be exercised prior to the registration of the shares being offered under the CC Option Agreement, which registration shall be filed by the Company with the SEC following the Company’sannual shareholder meeting, so long as approval has been obtained.
Adjustment of the Option
As is customary in stock option agreements of this nature, the number of shares subject to the CC Option and the exercise price of the CC Option are subject to adjustment in the event there is any change in the number of shares of outstanding Common Stock of the Company by reason of a stock dividend, recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar event.
Transfer Restrictions
The CC Option is not transferable by Ms. Ciocca other than by will or the laws of descent and distribution and may be exercised during Ms. Ciocca’s lifetime only by herself or her guardian or legal representative.
Effect of Termination of Employment
If Ms. Ciocca’s employment with the Company is terminated, including in the event of her death or disability, any portion of the CC Option which is not then exercisable will immediately terminate. With respect to any portion of the CC Option which is then exercisable on the date of termination of employment, Ms. Ciocca (or, in the event of her death, her legatee(s) under her last will, or her personal representatives or distributes) may exercise such portion of the CC Option for a period of ninety (90) days following such termination, but in no event after March 30, 2025.
Personal Interest
Ms. Ciocca is Travelzoo's General Counsel. Ms. Ciocca also serves as a Director of the Company.
Board of Directors’ Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THIS PROPOSAL RELATING TO THE OPTION AGREEMENTS.
PROPOSAL 4—APPROVAL OF OPTION GRANT INCREASES AND REPRICING
Option Agreement Amendments with Global Chief Executive Officer
On March 30, 2020, with the unanimous approval of the Board, the Company entered into Amendments (collectively, the “HB Option Agreement Amendments”) to (1) the Nonqualified Stock Option Agreement, dated as of September 28, 2015 (the “2015 Option Agreement”), (2) the Nonqualified Stock Option Agreement, dated as of October 30, 2017 (the “2017 Option Agreement”) and (3) the Nonqualified Stock Option Agreement, dated as of September 5, 2019 (the “2019 Option Agreement”, and together with the 2015 Option Agreement and the 2017 Option Agreement, the “Original HB Option Agreements”), in each case, with Holger Bartel, Global Chief Executive Officer.
The Board approved the HB Option Agreement Amendments in order to compensate Mr. Bartel for his service as the Global Chief Executive Officer duringand Chief Accounting Officer and providing updates to the Coronavirus pandemic, especiallyAudit Committee as Mr. Bartel agreednecessary, in line with corporate governance best practices.
Nominating and Corporate Governance Committee
The Nominating Committee and Corporate Governance assists the Board in identifying qualified individuals to voluntarily reduce his salary during this period. The principal termsbecome directors, makes recommendations to the Board concerning the size, structure and composition of the HB Option Agreement AmendmentsBoard and its committees, monitors the process to assess the Board’s effectiveness and is primarily responsible