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1. | To elect seven persons to the Board of Directors of the Company to serve until the Next Annual Meeting of Stockholders and until their respective successors are elected and qualified. |
2. | To |
3. | To hold an advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement. |
4. |
The foregoing
Our Board of Directors has no knowledge of any other business which may come before the meeting.
INTERNET AVAILABILITY OF PROXY MATERIALS
In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this will make the proxy distribution process more efficient, less costly and help in conserving natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election.
INTERNET AVAILABILITY OF PROXY MATERIALS In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this will make the proxy distribution process more efficient, less costly and help in conserving natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via email unless you change your election. |
21, 2017
28, 2017.
Quorom;
proposal.
As an alternative to voting in person at the Annual Meeting, stockholders
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class | ||||
Sagard Capital Partners, L.P. 280 Park Avenue, 3rd Floor West New York, NY 10017 | 3,639,367 shares | (1) | 21.8% | |||
Wellington Management Company LLP 280 Congress Street Boston, MA 02210 | 1,234,108 shares | (2) | 7.4% | |||
Cove Street Capital 2101 E El Segundo Boulevard, Suite 302 El Segundo, CA 90245 | 1,131,650 shares | (3) | 6.8% | |||
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 930,763 shares | (4) | 5.6% |
(1) | Based on a Form 4 filed by Sagard Capital Partners, L.P. with the SEC on |
(2) | Based on a Schedule |
(3) | Based on a Schedule 13G filed by |
(4) | Based on a Schedule |
Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class(1) | ||||||
Harvey P. Eisen | 49,728 | * | ||||||
Daniel M. Friedberg | 3,512,774 | (2) | 18.3 | % | ||||
Marshall S. Geller | 155,245 | * | ||||||
Scott N. Greenberg | 303,899 | (3) | 1.6 | % | ||||
Sue W. Kelly | 22,433 | * | ||||||
Richard C. Pfenniger, Jr. | 33,377 | * | ||||||
A. Marvin Strait | 25,433 | * | ||||||
Douglas E. Sharp | 172,001 | (4) | * | |||||
Sharon Esposito-Mayer | 100,662 | (4) | * | |||||
Kenneth L. Crawford | 56,912 | (4) | * | |||||
Donald R. Duquette | 92,747 | (4) | * | |||||
Directors and Executive Officers as a Group (17 persons) | 4,636,235 | (5) | 23.8 | % |
Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class | |||||
Harvey P. Eisen | 25,728 | * | |||||
Marshall S. Geller | 144,445 | * | |||||
Scott N. Greenberg | 162,659 | (1) | 1.0% | ||||
Steven E. Koonin | 1,500 | * | |||||
Richard C. Pfenniger, Jr. | 39,377 | * | |||||
Samuel D. Robinson | 3,640,617 | (2) | * | ||||
A. Marvin Strait | 31,433 | * | |||||
Douglas E. Sharp | 66,812 | (1) | * | ||||
Sharon Esposito-Mayer | 52,727 | (1) | * | ||||
Karl Baer | 27,408 | (1) | * | ||||
Donald R. Duquette | 42,900 | (1) | * | ||||
Directors and Executive Officers as a Group (14 persons) | 4,301,177 | (3) | 25.7% |
* | Less than one percent. |
(1) |
(2) | The amount reported by |
(3) | Includes |
Name and Year First Elected as Director | Age |
| ||
Scott N. Greenberg (1987) | 60 | |||
| Mr. Greenberg has been Chief Executive Officer of the Company since April |
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Harvey P. Eisen
| Mr. Eisen |
Name and Year First Elected as Director | Age | Principal Occupation and Business Experience During the Past Five Years | ||
Marshall S. Geller (2002) | Mr. Geller is a Founder and Senior | |||
Richard C. Pfenniger, Jr. (2005) | Mr. Pfenniger served as Interim Chief Executive Officer of Vein Clinics of America, Inc. from May 2014 to February 2015 and as Interim Chief Executive Officer of Integramed America, Inc., a manager of |
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A. Marvin Strait |
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| Mr. Strait presently practices as a Certified Public Accountant under the name A. Marvin Strait, CPA. He has practiced in the field of public accountancy in Colorado for over 40 years. He presently serves as a member of the Board of Trustees of the Colorado Springs Fine Arts Center Foundation, the Sam S. Bloom Foundation and Pikes Peak Educational Foundation. He also presently serves as a member of the Board of Directors and Chairman of the Audit Committee of Sturm Financial Group, Inc. |
| ||||
Name and Year First Elected as Director | Principal Occupation and Business Experience During the Past Five Years | |||
Steven E. Koonin (2016) | 65 | Dr. Steven E. Koonin has been the director of the Center for Urban Science and Progress since its creation in April 2012 by New York University, where he is also a Professor of Information, Operations, and Management Sciences in the Stern School of Business and of Civil and Urban Engineering in the Tandon School of Engineering. Prior to his current roles, Dr. Koonin served as Undersecretary for Science at the U.S. Department of Energy from May 2009, following his confirmation by the U.S. Senate, until November 2011. Prior to joining the government, Dr. Koonin spent five years, from March 2004 to May 2009, as Chief Scientist for BP, p.l.c. From September 1975 to July 2006, Dr. Koonin was a professor of theoretical physics at Caltech and was the institute’s Provost from February 1995 to January 2004. Dr. Koonin was a director of CERES, Inc., a publicly traded company pursuing genetically enhanced bioenergy crops, from 2012 to 2015. His memberships include the U.S. National Academy of Sciences, the American Academy of Arts and Sciences, the Council on Foreign Relations. He is a former member of the Trilateral Commission. He has been a member of the JASON advisory group from July 1988 to May 2009, and from November 2011 to present, and served as the group’s chair from 1998 to 2004. He also has served as an independent governor of the Los Alamos and Lawrence Livermore National Security LLCs since July 2012 and of the Sandia Corporation from 2016 to 2017 and was a member of the Secretary of Energy’s Advisory Board from 2013 to 2016. Dr. Koonin holds a B.S. in Physics from Caltech and a Ph.D. in Theoretical Physics from MIT and has been a Trustee of the Institute for Defense Analyses since 2014. Dr. Koonin brings extensive experience in science, education, energy and government to our Board of Directors. | ||
Samuel D. Robinson (2016) | 43 | Mr. |
In
directors.
Under stock ownership guidelines approved by the Nominating/Corporate Governance Committee, within five years after his or her election or appointment to the Board, all
guideline, other than Dr. Koonin who became a director in June 2016.
The Nominating/Corporate Governance Committee of the Board of DirectorsAudit, and Compensation Committees acts under a written charter, which may be viewed online on the Company’s website atwww.gpstrategies.com under the “Corporate Governance” page of the “Investors” section(http: at the following location: https://investors.gpstrategies.com/common/pdf/www.gpstrategies.com/about-us/investors/nomCharter.pdf). corporate-governance, at the following locations:
Committee | Online location of Charter | |
Nominating/Corporate Governance | https://resources.gpstrategies.com/wp-content/uploads/2017/04/Nominating_Corporate-Governance-Committee-Charter.pdf | |
Audit | https://resources.gpstrategies.com/wp-content/uploads/2016/05/auditComCharter.pdf | |
Compensation | https://resources.gpstrategies.com/wp-content/uploads/2016/05/compCharter.pdf |
(i) | develop policies on the size and composition of the Board of Directors; | |
(ii) | identify individuals qualified to become members of the Board of Directors; |
(iii) | recommend a slate of nominees to the Board of Directors annually; | |
(iv) | ensure that the Audit, Compensation and Nominating/Corporate Governance Committees of the Board of Directors have the benefit of qualified and experienced independent Directors; | |
(v) | review and reassess the adequacy of the Board of Directors’ corporate governance principles (which principles may be viewed online on the Company’s website atwww.gpstrategies.com under the “Corporate Governance” page of the “Investors” section); and | |
(vi) | advise the full Board of Directors on corporate governance matters. |
2016.
In recommending candidates for election to the Board of Directors, the
Generally, candidates for election to the Board are suggested by existing Board members, however, the Nominating/Corporate Governance Committee will consider stockholder recommendations for candidates to the Board.
The Compensation Committee acts under a written charter, which may be viewed online on the Company’s website atwww.gpstrategies.com under the “Corporate Governance” page of the “Investors” section (http://investors.gpstrategies.com/common/pdf/investors/compCharter.pdf). We will provide a copy of such charter to any stockholder who requests one by contacting our Secretary, 70 Corporate Center, 11000 Broken Land Parkway, Suite 200, Columbia, MD 21044.
(i) | evaluating the Chief Executive Officer’s performance and setting the Chief Executive Officer’s compensation based on such evaluation; and | |
(ii) | developing guidelines and reviewing the compensation and performance of officers of the Company. | |
2016.
TheCommittee's charter sets forth theits responsibilities of the Audit Committee, which include:
(i) | reviewing the independence, qualifications, services, fees and performance of the independent auditors; |
(ii) | appointing, replacing and discharging the independent auditors; |
(iii) | approving the professional services provided by the independent auditors; |
(iv) | reviewing the scope of the annual audit and quarterly reports and recommendations submitted by the independent auditors; and |
(v) | reviewing the Company’s financial reporting, the system of internal financial controls, and accounting policies, including any significant changes, with management and the independent auditors. |
Communications with the Board of Directors
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Executive Officer | Age | Positions | ||
Douglas E. Sharp | Mr. Sharp has been President of | |||
Sharon Esposito-Mayer | Ms. Esposito-Mayer has been Executive Vice President and Chief Financial Officer of | |||
Karl Baer | Mr. Baer has been Executive Vice President, Professional & Technical Services, of | |||
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| Mr. Duquette has been Executive Vice President, Learning Solutions, of | |||
Kenneth L. Crawford | Mr. Crawford has been Senior Vice President, General Counsel and Secretary of | |||
David A. Gugala |
| Mr. Gugala has been Executive Vice President of the Company since November 2016 and was | ||
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Deborah T. Ung | Ms. Ung has been Executive Vice President of the Company since November 2016, was Senior Vice President |
The Audit Committee has recommended, and the Board of Directors has selected,
Audit Committee.
2013 | 2012 | |||||||
Audit Fees (1) | $ | 1,082,000 | $ | 939,000 | ||||
Audit-Related Fees (2) | 23,000 | 23,000 | ||||||
Tax Fees (3) | 351,000 | 248,000 | ||||||
All Other Fees | - | 9,000 | ||||||
Total | $ | 1,456,000 | $ | 1,219,000 |
2016 | 2015 | |||||||
Audit Fees (1) | $ | 1,235,000 | $ | 1,198,000 | ||||
Audit-Related Fees (2) | 26,000 | 25,000 | ||||||
Tax Fees (3) | 333,000 | 258,000 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 1,594,000 | $ | 1,481,000 |
(1) | Audit fees for |
(2) | Audited-related fees for |
(3) | Tax fees for |
2017.
Daniel M. Friedberg
Sue W. Kelly
matter.
independent registered public accounting firm for the fiscal year ending December 31, 2014.
The Compensation Committee of our Board of Directors consists of three non-employee directors. The charter of the Compensation Committee may be viewed by accessing the “Corporate Governance” page of our website and clicking on “Committee and Charter Info.” A copy of this document is also available in print, without charge, upon request to our Corporate Secretary.
Topics discussed by the Compensation Committee during 2013 meetings included, but were not limited to, the following:
2016.
Base salary, benefits, and limited perquisites are designed to attract and retain highly qualified individuals. Also, in order to avoid excessive risk taking, it is important that not all cash compensation be variable. Annual cash incentive compensation awards are designed to focus the entire senior executive team, including the Named Executive Officers, toward achieving our goals while recognizing their individual contributions. Long-term equity incentives are designed to align the interests of our Named Executive Officers with our stockholders, reward overall enterprise performance, and encourage the retention of the Named Executive Officers by providing additional opportunities for them to participate in the ownership of the Company and its future growth.
Each year we
In 2012,2015, the Compensation Consultant analyzed the long-term incentive compensation consultant prepared an analysis (the “Executive Compensation Analysis”) which evaluated the base salaries, annual cash incentives and long-term equity incentives forof our named executive officersNamed Executive Officers compared to corresponding data in the 25
Based on the Compensation Committee’s evaluation of the Executiveinformation provided by the Compensation AnalysisConsultant and the performance of the Company and the named executive officers,Named Executive Officers, on March 30, 2015 the Compensation Committee recommended increasingapproved an incentive program under which a target level of equity compensation and the salaries of the named executive officers (whichmix between time and performance-based equity compensation was approved by the full Board of Directors, with Mr. Greenberg abstaining)set for each officer and is described in September 2012 and approved the granting of restricted stock units to the named executive officers in August 2012 and November 2013. Except as describedmore detail below ourunder
.
Salaries are typically considered annually, as well as upon promotion or other change in job responsibility.
2016. The Compensation Committee previously approved salary increases for the Named Executive Officers effective on April 1, 2015. The salary increases were based on survey market data and resulted in the executives' salaries being at levels between the 50
th and 75th percentiles for executives in similar positions at similarly sized companies.otherwise.
described above.
Except for the Chief Financial Officer and any executive who does not manage an operating group, executive team members could achieve maximum scores of 15 points under the Bonus Plan for corporate revenue growth of 10% or more and 15 additional points for corporate pre-tax income growth of 20% or more, and maximum scores of 25 points under the Bonus Plan for group revenue growth of 15% or more and 25 additional points for group gross profit growth of 30% or more. Achievement of individual goals may add up to 20 more points to each executive team member’s score.
annually.
Bonus Plan Scoring System
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The table below summarizes the points earned under the Bonus Plan by Sharon Esposito-Mayer, Donald R. Duquette and Kenneth L. Crawford for the year ended December 31, 2013 (out of a total maximum of 100 points).
Scoring Against Performance Measures | ||||||||||||||||||||||||||||
Executive Officer | Corporate revenue growth (1) | Corporate pre-tax income growth (2) | Group revenue growth | Group gross profit growth | G&A expense increase over prior year | Individual objectives (3) | Total points earned | |||||||||||||||||||||
Sharon Esposito-Mayer | 5 | 0 | N/A | N/A | 13 | (4) | 15 | 33 | ||||||||||||||||||||
Donald R. Duquette | 3 | 0 | 16 | (5) | 13 | (5) | N/A | 20 | 52 | |||||||||||||||||||
Kenneth L. Crawford | 5 | 0 | N/A | N/A | 0 | 20 | 25 |
2016 Bonus Targets by Performance Goal | ||||||||||||||
% of Bonus Target | Maximum Potential Bonus | Performance Goal at Threshold (20% Payout) | Performance Goal at Maximum (100% Payout) | Actual Score | 2016 Bonus | |||||||||
Sharon Esposito-Mayer | ||||||||||||||
Company revenue | 14% | $ | 25,200 | $516 million | $531 million | 0% | ||||||||
Company pre-tax income | 56% | $ | 100,800 | $38.0 million | $43.0 million | 0% | ||||||||
SG&A expense | 20% | $ | 36,000 | $45.6 million | (1) | $43.8 million | (1) | 9% | (2) | |||||
Individual objectives (3) | 10% | $ | 18,000 | 5% | ||||||||||
Total | 100% | $ | 180,000 | 14% | $25,250 (4) | |||||||||
Donald R. Duquette | ||||||||||||||
Company revenue | 14% | $ | 24,500 | $516 million | $531 million | 0% | ||||||||
Company pre-tax income | 56% | $ | 98,000 | $38.0 million | $43.0 million | 0% | ||||||||
Group revenue | 4% | $ | 7,000 | $220.2 million | $226.6 million | 0% | ||||||||
Group gross profit | 16% | $ | 28,000 | $35.1 million | $39.8 million | 12.3% | (2) | |||||||
Individual objectives (5) | 10% | $ | 17,500 | 2.1% | ||||||||||
Total | 100% | $ | 175,000 | 14.4% | $25,193 (4) | |||||||||
Karl Baer | ||||||||||||||
Company revenue | 14% | $ | 22,750 | $516 million | $531 million | 0% | ||||||||
Company pre-tax income | 56% | $ | 91,000 | $38.0 million | $43.0 million | 0% | ||||||||
Group revenue | 4% | $ | 6,500 | $126.5 million | $130.2 million | 0% | ||||||||
Group gross profit | 16% | $ | 26,000 | $23.0 million | $26.1 million | 0% | ||||||||
Individual objectives (5) | 10% | $ | 16,250 | 0% | ||||||||||
Total | 100% | $ | 162,500 | 0% | $0 |
(1) |
(2) |
(3) |
(4) |
(5) |
The total bonus pool for the executive team, which included seven executives, was $100,400 and the total of all executive team members’ scores earned was 174 points for the year ended December 31, 2013. In contrast, the total bonus pool for the executive team for the year ended December 31, 2012, was $881,000 and the total of all executive team members’ scores earned was 457 points. Under the Bonus Plan, each executive team member’s calculated bonus would have been equal to the amount of the bonus pool multiplied by the percentage determined by dividing such executive team member’s score by the total of all executive team members’ scores, which would have resulted for the year ended December 31, 2013, in bonus amounts payable based on the achievement of the above performance measures of $19,200 for Ms. Esposito-Mayer, $30,100 for Mr. Duquette and $14,600 for Mr. Crawford. However, Mr. Greenberg recommended and the Compensation Committee approved total bonuses of $40,000 for Ms. Esposito-Mayer and $50,000 for Mr. Duquette, and $20,000 for Mr. Crawford based upon the Company’s 2013 overall financial and operating performance. The difference between the amounts calculated under the Bonus Plan and the bonus amounts actually approved are treated as additional discretionary bonuses and reflected in the column entitled “Bonuses” in the Summary Compensation Table. Annual bonuses for 2013 were paid in cash after review and approval by the Compensation Committee in March 2014.
We have not historically had a formal policy for issuing equity compensation and did not always grant equity awards on an annual or other regular basis. However, during the last several years we have typically made annual grants of restricted stock. 2016 if the target performance levels established by the Compensation Committee for both corporate objectives are achieved or exceeded during the 2016-2018 performance period. Outstanding Equity Awards at Fiscal Year-Endnamed executive officersNamed Executive Officers equity compensation under our incentive stock plan. Equity compensation for the named executive officers,Named Executive Officers, which has historically taken the form of stock options and restricted stock units, is designed to align the interests of our executives with our shareholdersstockholders as well as to retain the executives. Equity grants are also intended to drive long term performance, in that the value ultimately realized is linked to stock price appreciation. Option grants have no value without stock price appreciation, and restricted stock has value at grant that can increase with stock price appreciation and decrease with stock price declines. Thus, the Compensation Committee believes that equity grants should motivate management to enhance the value of our common stock.We do not have a formal policy for issuing equity compensation and do not always grant equity awards on an annual or other regular basis. November 2013,March 2015, the Compensation Committee approved an incentive program providing for the issuance to certain key executives of performance-vesting and time-vesting restricted stock units under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). In connection with developing the program, the Compensation Committee considered information provided by the Compensation Consultant regarding competitive levels of target long-term incentive compensation, the mix of performance-vesting and time-vesting long-term incentive compensation, and appropriate performance measures to link the executive’s compensation to creation of value for the stockholders.a total of 80,575performance-vesting restricted stock units to certain of our officers, including Messrs. Greenberg, Sharp, Baer and key employees (of which 31,110 were grantedDuquette and Ms. Esposito-Mayer, and established the performance-vesting measures and targets for the performance period applicable to the named executive officers). This was the only long-term equity incentive compensation grantedgrants. Employees will not be entitled to the named executive officers in 2013. Theperformance-based restricted stock units were granted pursuant to our 2011 Stock Incentive Plan and vest 20% annually over five years subsequentunless they are an employee through the end of a three-year performance period running through December 31, 2018, except in case of the recipient's death or disability, retirement, or upon a change in control, which will result in pro rata vesting to the extent that the Compensation Committee determines that the targets it established have been achieved. For the 2016-2018 performance period, the Compensation Committee authorized 50% of each grant date.to vest based on a target level of average annual return on capital (“ROIC”) and 50% of each grant to vest based on average annual growth in EBITDA (adjusted to exclude the effect of acquisitions, dispositions, and certain other nonrecurring or extraordinary items) (“Adjusted EBITDA”). The following namedCompensation Committee believes that ROIC and Adjusted EBITDA are appropriate performance measures for aligning executive officers were grantedcompensation with creation of stockholder value. There is no vesting with regard to the ROIC goal until approximately 77% of the goal is satisfied, at which point 20% of applicable units vest. Between approximately 77% and 100% of the ROIC goal, the number of units vesting increases proportionately. There is no vesting with regard to the Adjusted EBITDA goal until approximately 78% of the goal is satisfied, at which point 20% of the applicable units vest. Between approximately 78% and 100% of the Adjusted EBITBA goal, the number of units vesting increases proportionately. If 100% or more of either goal is satisfied, there is full vesting of the units associated with that goal. Up to 71,918 shares of our common stock could be issued in respect of the performance-vesting restricted stock units granted in 2013:Name Number
of Stock
Units Grant Date
Fair Value Scott N. Greenberg 9,030 $ 264,218 Sharon Esposito-Mayer 5,020 $ 146,885 Douglas E. Sharp 9,030 $ 264,218 Donald R. Duquette 4,015 $ 117,479 Kenneth L. Crawford 4,015 $ 117,479 Name Performance-Based Restricted Stock Units Time-Based Restricted Stock Units Total Restricted Stock Units Scott N. Greenberg 21,802 7,267 29,069 Sharon Esposito-Mayer 7,208 4,805 12,013 Douglas E. Sharp 11,568 7,712 19,280 Donald R. Duquette 5,840 3,893 9,733 Karl Baer 5,423 3,615 9,038 named executive officersNamed Executive Officers with the following other benefits as part of our overall compensation program and which we believe are consistent with the types of benefits offered by competitors:·Retirement Savings Plan: We maintain a defined contribution 401(k) plan in which all eligible employees may participate. The company may make matching contributions under the 401(k) Plan at its discretion equal to a uniform percentage of the first 7% of base compensation for eligible employees.·Health and Welfare Benefits: All full-time employees, including our named executive officers, may participate in our health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance.·Life Insurance Premiums: Life insurance policies, in excess of the standard life insurance plans offered to full-time employees, are offered to the named executive officers. During 2013, the executive life insurance policies provided coverage up to five times the executive’s annual base salary. The premiums are fully paid by us. A policy may, at the executive’s election, be transferred to the executive upon termination of employment.·Automobile Allowances: During 2013, each of the named executive officers either used a vehicle leased or owned by us for both business and personal use or received a monthly car allowance in lieu of using a vehicle leased or owned by us.named executive officersNamed Executive Officers have written employment agreements which provide for separation payments and benefits upon termination of employment under certain circumstances. Post-termination payments with respect to these executives are set forth in their respective employment agreements. The termination provisions for these executives are summarized in the “Potential Payments upon Termination or Change in Control” section later in this report.21named executive officersNamed Executive Officers for the years ended December 31, 2013, 20122016, 2015 and 2011.2014. The named executive officersNamed Executive Officers are the Chief Executive Officer and the Chief Financial Officer, and the three other most highly compensated officers who were serving as executive officers at December 31, 2013.Name and
principal
position Year Salary
($) Bonus
($) (1) Stock
Awards
($) (2) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation
($) (5) Total ($) Scott N. Greenberg 2013 472,000 35,280 264,218 — 4,720 (3) 19,925 796,143 Chief Executive 2012 416,583 — 445,740 — 208,000 (3) 19,725 1,090,048 Officer 2011 402,000 20,700 — — 129,300 (3) 18,098 570,098 Sharon Esposito-Mayer 2013 310,000 20,800 146,885 — 19,200 (4) 18,437 515,322 Executive Vice 2012 280,708 — 290,700 — 143,000 (4) 17,594 732,002 President and 2011 273,000 29,300 — — 70,700 (4) 11,658 384,658 Chief Financial Officer Douglas E. Sharp 2013 425,000 35,750 264,218 — 4,250 (3) 23,779 752,997 President 2012 377,500 — 368,220 — 187,000 (3) 19,880 952,600 2011 365,000 17,600 — — 117,400 (3) 20,519 520,519 Donald R. Duquette 2013 300,000 19,900 117,479 — 30,100 (4) 23,505 490,984 Executive Vice 2012 288,125 — 251,940 — 160,000 (4) 23,624 723,689 President 2011 285,000 46,400 — — 23,600 (4) 22,162 377,162 Kenneth L. Crawford 2013 255,000 5,400 117,479 — 14,600 (4) 21,349 413,828 Senior Vice President, 2012 236,792 — 193,800 — 90,000 (4) 18,800 539,392 General Counsel & Secretary 2011 232,000 22,000 — — 38,000 (4) 17,696 309,696 Year Total ($) Scott N. Greenberg Chief Executive Officer 2016 560,000 — 332,999 — — (3) 29,278 922,277 2015 534,333 — 470,585 — — (3) 24,599 1,029,517 2014 471,546 — — — 50,000 (3) 19,925 541,471 Sharon Esposito-Mayer Executive Vice President & Chief Financial Officer 2016 360,000 — 174,874 — 25,250 (4) 21,618 581,742 2015 345,417 — 220,370 — — (4) 26,822 592,609 2014 310,000 10,000 148,479 — 50,000 (4) 17,908 536,387 Douglas E. Sharp President 2016 520,000 — 280,677 — — (3) 25,423 826,100 2015 492,292 — 353,701 — — (3) 27,521 873,514 2014 425,000 15,000 — — 45,000 (3) 24,865 509,865 Donald R. Duquette Executive Vice President 2016 350,000 — 141,700 — 25,193 (4) 29,700 546,593 2015 335,417 — 178,521 — — (4) 28,961 542,899 2014 300,000 — 148,479 — 60,000 (4) 26,847 535,326 Karl Baer Executive Vice President 2016 325,000 — 131,587 — — (4) 24,673 481,260 2015 317,708 — 165,819 — — (4) 26,110 509,637 2014 300,000 — 123,785 — 60,000 (4) 22,292 506,077 (1) Discretionary bonus paid for the respective years. (2) or stock options in the year they were granted. For assumptions used in computing the fair value of stock-based compensation awards, seeNote 910 to the Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K filed with the SEC on February 28, 2014.2017. With respect to the performance-based restricted stock units that were granted to our Named Executive Officers in 2016, the amounts reported are based on the probable outcome of the performance-based vesting conditions at the time of grant. Assuming the highest level of performance is achieved, the grant date fair value of the performance-based restricted stock unit awards would have been as follows for 2016: $588,000 for Mr. Greenberg, $194,400 for Ms. Esposito-Mayer, $311,989 for Mr. Sharp, $157,505 for Mr. Duquette and $146,258 for Mr. Baer.(3) (4) Plan.Plan (for 2015 and 2014) or STIP (beginning in 2016). SeeCompensation Discussion & Analysis.22(5) All other compensation includes matching contributions under our Retirement Savings Plan, automobile lease payments and/or allowances, and life insurance premiums. A breakdown of these amounts is as follows: Name Year Company Matching
Contributions to
401(k) Plan ($) Automobile
Payments or
Allowance ($) Life Insurance
Premiums ($) Total ($) Scott N. Greenberg 2013 7,000 4,540 8,385 19,925 2012 6,800 4,540 8,385 19,725 2011 5,712 4,163 8,223 18,098 Sharon Esposito-Mayer 2013 7,000 8,737 2,700 18,437 2012 6,433 8,725 2,436 17,594 2011 2,617 6,707 2,334 11,658 Douglas E. Sharp 2013 7,071 8,485 8,223 23,779 2012 6,800 8,595 4,485 19,880 2011 7,636 8,398 4,485 20,519 Donald R. Duquette 2013 7,350 8,673 7,482 23,505 2012 7,823 8,625 7,176 23,624 2011 6,668 8,399 7,095 22,162 Kenneth L. Crawford 2013 6,150 9,000 6,199 21,349 2012 5,980 9,000 3,820 18,800 2011 4,942 9,000 3,754 17,696 23Name Year Total ($) Scott N. Greenberg 2016 7,200 9,208 12,870 29,278 2015 7,200 9,014 8,385 24,599 2014 7,000 4,540 8,385 19,925 Sharon Esposito-Mayer 2016 7,200 9,933 4,485 21,618 2015 7,200 16,772 2,850 26,822 2014 7,000 8,208 2,700 17,908 Douglas E. Sharp 2016 7,200 9,838 8,385 25,423 2015 7,200 11,936 8,385 27,521 2014 7,000 9,480 8,385 24,865 Donald R. Duquette 2016 7,140 9,690 12,870 29,700 2015 7,140 9,413 12,408 28,961 2014 7,000 8,530 11,317 26,847 Karl Baer 2016 7,200 9,346 8,127 24,673 2015 7,200 10,998 7,912 26,110 2014 7,000 7,955 7,337 22,292 20132016 to our named executive officers:Named Executive Officers: Estimated Future Payouts Under
Non-Equity Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares of All Other
Option
Awards:
Number of
Securities Exercise or
Base Price
of Option Name Grant
Date Threshold
($) Target ($) Maximum
($) Stock or
Units (#) Underlying
Options (#) Awards
($/Sh) Scott N. Greenberg n/a — 4,720 (1) 236,000 (1) — — — Sharon Esposito-Mayer n/a — 19,200 (2) n/a (3) — — — Douglas E. Sharp n/a — 4,250 (1) 212,500 (1) — — — Donald R. Duquette n/a — 30,100 (2) n/a (3) — — — Kenneth L. Crawford n/a — 14,600 (2) n/a (3) — — — Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Grant date fair value of stock and option awards ($) (4) Name Threshold
($) Target ($) Maximum
($) Target (#) Scott N. Greenberg n/a — — 280,000 3/29/16 4,360 5,080 21,802 137,008 3/29/16 7,267 195,991 Sharon Esposito-Mayer n/a — 180,000 360,000 3/29/16 1,442 1,679 7,208 45,283 3/29/16 4,805 129,591 Douglas E. Sharp n/a — — 260,000 3/29/16 2,314 2,695 11,568 72,684 3/29/16 7,712 207,993 Donald R. Duquette n/a — 175,000 350,000 3/29/16 1,168 1,361 5,840 36,706 3/29/16 3,893 104,994 Karl Baer n/a — 162,500 325,000 3/29/16 1,085 1,264 5,423 34,090 3/29/16 3,615 97,497 (1) The amounts represent the target and maximum bonus payment levels payable pursuant to a formula inGreenberg’sGreenberg and Mr. Sharp’s employment agreements. The formulaSharp, the maximum potential bonus is based upon EBITDA of GP Strategies and subsidiaries and is capped for each executive, at 50% of his base salary. For the other three Named Executive Officers, the target bonus is 50% of the executive's annual base salary (seeand the maximum potential bonus may not exceed 100% of the executive's annual base salary. The actual bonuses earned were $25,250 by Ms. Esposito-Mayer and $25,193 by Mr. Duquette and are included in the Non-Equity Incentive Plan Compensation Discussion & Analysis).(2)Bonuses calculated undercolumn of the Summary Compensation Table. No bonuses were earned by Messrs. Greenberg, Sharp and Baer in respect of the year ended December 31, 2016 pursuant to the terms of the Bonus PlanSTIP or employment agreements, as applicable (seeCompensation Discussion & Analysis).(2) The actual bonus paymentsamounts reported in these columns show the threshold, target and maximum award opportunities for the performance-based restricted stock units granted to the executives for 2013 were $40,000 to Ms. Esposito-Mayer, $50,000 to Mr. Duquette, and $20,000 to Mr. Crawford, which include amounts in additionNamed Executive Officers. These restricted stock units vest on December 31, 2018, subject to the amounts calculated pursuantexecutive's continued employment with the Company, if and only to the Bonus Planextent that specific performance goals with respect to the Company's EBITDA and treated as discretionary bonusesROIC are met during a three-year performance period. The threshold amounts represent the minimum number of shares payable for purposesa certain level of this table (seeCompensation Discussion & Analysis)performance, and the target and maximum amounts represent the maximum payout possible under the plan (as the plan does not specify targets that are in between the minimum and maximum amounts).(3) Total bonus paymentsThe amounts reported in this column represent the time-based restricted stock units granted to the executive team underNamed Executive Officers. These restricted stock units vest 100% on December 31, 2018 subject to the Bonus Plan are capped at 50%executive's continued employment with the Company.(4) executive team’s total base salaries. There is not a specified maximum bonus amount for any individual executive team member dueperformance-based restricted stock units, the amounts reported are based upon the probable outcome of the applicable performance-based vesting conditions at the time of grant. Assumptions made in computing the grant date fair value of these awards are described in Note 10 to the calculation being dependentConsolidated Financial Statements in Item 8 of our Annual Report on Form 10-K filed with the individual’s score as a percentage of the total executive team’s score which is then applied to the calculated bonus pool. As a result, the actual bonus calculated for an individual executive covered by the Bonus Plan could exceed 50% of his/her salary.SEC on February 28, 2017.24named executive officersNamed Executive Officers as of December 31, 2013:2016: Option Awards Stock Awards Name Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable Option
exercise
price ($) Option
expiration
date Number
of shares
or units of
stock that
have not
vested (#) Market
value of
shares or
units of
stock that
have not
vested ($)
(1) Scott N. Greenberg 72,000 48,000 7.57 1/8/2016 27,430 817,140 Sharon Esposito-Mayer 27,000 18,000 7.27 1/21/2016 17,020 507,026 Douglas E. Sharp 63,000 42,000 7.57 1/8/2016 24,230 721,812 Donald R. Duquette 27,000 18,000 7.27 1/21/2016 14,415 429,423 Kenneth L. Crawford 12,000 8,000 7.27 1/21/2016 12,015 357,927 Option Awards Stock Awards Name Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) Scott N. Greenberg — — — — 20,818 595,395 37,819 1,081,623 Sharon Esposito-Mayer — — — — 15,723 449,678 12,504 357,614 Douglas E. Sharp — — — — 20,790 594,594 20,067 573,916 Donald R. Duquette — — — — 13,339 381,495 10,130 289,718 Karl Baer — — — — 11,659 333,447 9,407 269,040
(1) |
(2) | Represents the maximum number of shares that can be earned pursuant to the grant of performance-based restricted stock units. These restricted stock units vest, subject to the executive's continued employment with the Company, if and only to the extent that specific performance goals with respect to the Company's EBITDA and ROIC are met during a three-year performance period. |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | ||||||||||||
Scott N. Greenberg | - | - | 4,600 | 112,976 | ||||||||||||
Sharon Esposito-Mayer | - | - | 3,000 | 73,680 | ||||||||||||
Douglas E. Sharp | - | - | 3,800 | 93,328 | ||||||||||||
Donald R. Duquette | - | - | 2,600 | 63,856 | ||||||||||||
Kenneth L. Crawford | - | - | 2,000 | 49,120 | ||||||||||||
Option Awards | Stock Awards | |||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | ||||||||
Scott N. Greenberg | — | — | 6,406 | 151,419 | ||||||||
Sharon Esposito-Mayer | — | — | 5,195 | 123,926 | ||||||||
Douglas E. Sharp | — | — | 5,606 | 132,859 | ||||||||
Donald R. Duquette | — | — | 4,594 | 109,672 | ||||||||
Karl Baer | — | — | 3,995 | 94,846 |
(1) | Represents stock units which vested during |
executive.
Duquette.
◦ | Termination for Cause – If we terminate the employment of one of the named executives for “cause,” as defined below, such executive would be entitled to unpaid base salary and continuation of benefits through the date of termination only. |
◦ |
Termination upon disability – We may terminate the employment of a |
◦ | Termination upon death – In the event of death, each of the |
◦ | Termination without cause, or for “good reason” or “just cause” – If we terminate a |
Baer
Stock.
Name / Element of Compensation | Termination due to Death | Termination Without Cause or for Good Reason, Excluding Change in Control | Termination due to Change in Control | Termination due to Management Change in Control | ||||||||||||
Scott N. Greenberg | ||||||||||||||||
Salary | $ | 472,000 | (1) | — | — | — | ||||||||||
Severance | — | $ | 1,688,583 | (2) | $ | 1,688,583 | (2) | $ | 1,125,722 | (3) | ||||||
Bonus(4) | — | 40,000 | 40,000 | 40,000 | ||||||||||||
Stock options | — | — | 2,666,400 | (5) | 2,666,400 | (5) | ||||||||||
Benefits continuation | — | 26,707 | (6) | 26,707 | (6) | 18,088 | (7) | |||||||||
Total | $ | 472,000 | $ | 1,755,290 | $ | 4,421,690 | $ | 3,850,210 | ||||||||
Sharon Esposito-Mayer | ||||||||||||||||
Salary | $ | 51,667 | (8) | $ | 387,500 | (9) | — | — | ||||||||
Stock units | — | — | — | — | ||||||||||||
Benefits continuation | — | 11,413 | (10) | — | — | |||||||||||
Total | $ | 51,667 | $ | 398,913 | — | — | ||||||||||
Douglas E. Sharp | ||||||||||||||||
Salary | $ | 425,000 | (1) | — | — | — | ||||||||||
Severance | — | $ | 1,529,500 | (2) | $ | 1,529,500 | (2) | 1,019,667 | (3) | |||||||
Bonus(4) | — | 40,000 | 40,000 | 40,000 | ||||||||||||
Stock options | — | — | 2,333,100 | (5) | 2,333,100 | (5) | ||||||||||
Benefits continuation | — | 26,707 | (6) | 26,707 | (6) | 9,188 | (11) | |||||||||
Total | $ | 425,000 | $ | 1,596,207 | $ | 3,929,307 | $ | 3,401,955 | ||||||||
Donald R. Duquette | ||||||||||||||||
Salary | $ | 50,000 | (8) | $ | 375,000 | (9) | — | — | ||||||||
Stock units | — | — | — | — | ||||||||||||
Benefits continuation | — | 11,413 | (10) | — | — | |||||||||||
Total | $ | 50,000 | $ | 386,413 | — | — | ||||||||||
Kenneth L. Crawford | ||||||||||||||||
Salary | $ | 42,500 | (8) | $ | 255,000 | (12) | — | — | ||||||||
Stock units | — | — | — | — | ||||||||||||
Benefits continuation | — | 9,188 | (11) | — | — | |||||||||||
Total | $ | 42,500 | $ | 264,188 | — | — |
Name / Element of Compensation | Termination due to Death | Termination Without Cause or for Good Reason, Excluding Change in Control | Termination due to Change in Control | Termination due to Management Change in Control | ||||||||||||||||||||
Scott N. Greenberg | ||||||||||||||||||||||||
Salary | $ | 560,000 | (1) | $ | — | $ | — | $ | — | |||||||||||||||
Severance | — | 1,615,879 | (2) | 1,615,879 | (2) | 1,077,253 | (3) | |||||||||||||||||
Stock units (4) | — | — | 360,532 | 360,532 | ||||||||||||||||||||
Benefits continuation | — | 28,727 | (5) | 28,727 | (5) | 19,389 | (6) | |||||||||||||||||
Total | $ | 560,000 | $ | 1,644,606 | $ | 2,005,138 | $ | 1,457,174 | ||||||||||||||||
Sharon Esposito-Mayer | ||||||||||||||||||||||||
Salary | $ | 60,000 | (7) | $ | 450,000 | (8) | $ | — | $ | — | ||||||||||||||
Stock units (4) | — | — | 238,381 | 238,381 | ||||||||||||||||||||
Benefits continuation | — | 12,209 | (9) | — | — | |||||||||||||||||||
Total | $ | 60,000 | $ | 462,209 | $ | 238,381 | $ | 238,381 | ||||||||||||||||
Douglas E. Sharp | ||||||||||||||||||||||||
Salary | $ | 520,000 | (1) | $ | — | $ | — | $ | — | |||||||||||||||
Severance | — | 1,497,292 | (2) | 1,497,292 | (2) | 998,195 | (3) | |||||||||||||||||
Stock units (4) | — | — | 382,611 | 382,611 | ||||||||||||||||||||
Benefits continuation | — | 28,727 | (5) | 28,727 | (5) | 9,816 | (10) | |||||||||||||||||
Total | $ | 520,000 | $ | 1,526,019 | $ | 1,908,630 | $ | 1,390,622 | ||||||||||||||||
Donald R. Duquette | ||||||||||||||||||||||||
Salary | $ | 58,333 | (7) | $ | 350,000 | (1) | $ | — | $ | — | ||||||||||||||
Stock units (4) | — | — | 193,136 | 193,136 | ||||||||||||||||||||
Benefits continuation | — | 9,816 | (10) | — | — | |||||||||||||||||||
Total | $ | 58,333 | $ | 359,816 | $ | 193,136 | $ | 193,136 | ||||||||||||||||
Karl Baer | ||||||||||||||||||||||||
Salary | $ | 54,167 | (7) | $ | 406,250 | (8) | $ | — | $ | — | ||||||||||||||
Stock units (4) | — | — | 179,351 | 179,351 | ||||||||||||||||||||
Benefits continuation | — | 12,209 | (9) | — | — | |||||||||||||||||||
Total | $ | 54,167 | $ | 418,459 | $ | 179,351 | $ | 179,351 |
(1) | Represents one year of current salary as of December 31, |
(2) | Represents severance payment pursuant to employment agreement which equals the average of his cash compensation for the last three calendar years multiplied by three. |
(3) | Represents severance payment pursuant to employment agreement which equals the average of his cash compensation for the last three calendar years multiplied by two. |
(4) | Represents |
(5) | Represents an estimate of the incremental cost to the Company for benefits continuation for three years subsequent to termination date. |
(6) | Represents an estimate of the incremental cost to the Company for benefits continuation for two years subsequent to termination date. |
(7) | Represents two full calendar months of current salary as of December 31, |
(8) | Represents the current salary for fifteen months that would have been paid or accrued if the triggering event occurred as of December 31, |
(9) | Represents an estimate of the incremental cost to the Company for benefits continuation for fifteen months subsequent to the termination date. |
(10) | Represents an estimate of the incremental cost to the Company for benefits continuation for one year subsequent to the termination date. |
Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) | ||||||||||||
Harvey P. Eisen | 102,000 | 51,845 | — | 153,845 | ||||||||||||
Daniel M. Friedberg (1) | 89,500 | 51,845 | — | 141,345 | ||||||||||||
Marshall S. Geller | 84,250 | 51,845 | — | 136,095 | ||||||||||||
Sue W. Kelly | 70,866 | 51,845 | — | 122,711 | ||||||||||||
Richard C. Pfenniger, Jr. | 85,250 | 51,845 | — | 137,095 | ||||||||||||
A. Marvin Strait | 88,000 | 51,845 | — | 139,845 | ||||||||||||
Gene A. Washington (2) | 35,750 | 23,840 | — | 59,590 |
Name | Fees earned or paid in cash ($) | Stock awards ($) | All other compensation ($) | Total ($) | ||||||||
Jennifer E. Brown (1) | 33,000 | — | — | 33,000 | ||||||||
Harvey P. Eisen | 100,000 | 51,155 | — | 151,155 | ||||||||
Daniel M. Friedberg (2) | 69,750 | 30,700 | — | 100,450 | ||||||||
Marshall S. Geller | 84,250 | 51,155 | — | 135,405 | ||||||||
Laura L. Gurski (3) | 62,000 | 51,155 | 113,155 | |||||||||
Steven E. Koonin (4) | 36,500 | 26,610 | — | 63,110 | ||||||||
Richard C. Pfenniger, Jr. | 84,500 | 51,155 | — | 135,655 | ||||||||
Samuel D. Robinson (5) | 22,000 | 20,455 | 42,455 | |||||||||
A. Marvin Strait | 88,750 | 51,155 | — | 139,905 |
(1) | Jennifer Brown served on the Board of Directors and as Chair of the Government Security Committee until June 22, 2016. |
(2) | Daniel Friedberg’s compensation for service on the Board of Directors was paid directly to Sagard Capital Partners, |
(3) | Laura Gurski served on the Board of Directors until February 2, 2017. |
(4) | Steve Koonin was elected to the Board of Directors on June 22, 2016 and serves as Chair of the Government Security Committee. |
(5) | Samuel Robinson was elected to the Board of Directors on August 8, 2016. |
Daniel M. Friedberg
At our 2011 Annual Meeting, our stockholders approved the Company’s recommendation that the advisory vote on compensation of named executive officers be held annually. We are required to submit the frequency of shareholder advisory votes on compensation to an advisory vote of stockholders at least every six years. We expect that our next advisory vote on frequency will be at our 2017 annual meeting.
Stockholders:
Stockholders.
matter.
the Company’s Named Executive Officers.
Related Transactions
Directorships
Certain of our Directors have also served as Directors of WISH (formerly NPDC). Scott N. Greenberg is currently a Director of WISH and was Chief Financial Officer of WISH until August 2007. Harvey P. Eisen is Chairman of the Board and Chief Executive Officer of WISH and Managing Member of Bedford Oak Partners L.P. (“Bedford Oak”).
EQUITY COMPENSATION PLAN INFORMATION
The following is information as of December 31, 2013 about shares of our Common Stock that may be issued upon the exercise of options and rights under our stock plans. For a description of the material terms of these plans, see Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 28, 2014.
Plan category: | ||||||||
Equity compensation plans not approved by security holders: | ||||||||
(a) Number of securities to be issued upon exercise of outstanding options | 100,700 | |||||||
(b) Weighted average exercise price of outstanding options | $ | 13.18 | ||||||
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in row (a)) | - | |||||||
Equity compensation plans approved by security holders: | ||||||||
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | 468,600 | |||||||
(b) Weighted average exercise price of outstanding options, warrants and rights | $ | 8.60 | ||||||
(c) Number of securities remaining available for future issuance under equity compensation plans | 1,060,505 |
25, 2017.
28, 2017