SECURITIES AND EXCHANGE COMMISSION
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BLACK DIAMOND, INC.
BLACK DIAMOND, INC.
Salt Lake City, UT 84124
28, 2023
Annual Meeting in-person.
A copy
on Form 10-K for the fiscal year ended December 31, 2022, are available at www.claruscorp.com.
BLACK DIAMOND, INC.
To Be Held on June 8, 2016
1, 2023
3.
www.claruscorp.com.
BLACK DIAMOND, INC.
Salt Lake City, UT 84124
1, 2023
1, 2023.
3.
mail by using the provided self-addressed, stamped envelope. Voting via the Internet or submitting a Proxy Card will not prevent you from voting virtually at the Meeting, but it will help to secure a quorum and avoid added solicitation costs.
Stockholders are requested
If a Proxy Card is signed and returned without instructions, the sharesproxies will be votedFOR the election of each nominee for director named in this Proxy Statement (Proposal 1); FOR the approval of the advisory resolution on executive compensation (Proposal 2); “THREE YEARS” for the frequency of future advisory votes related to executive compensation (Proposal 3); andFOR the ratification of the appointment of KPMGDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20162023 (Proposal 2)4).
Voting
Proposals 1, 2 or 3 which are non-routine matters.
Since the affirmative vote of a plurality of votes cast in personvirtually at the Meeting or represented by proxy at the Meeting is required for Proposal 1, abstentions and “broker non-votes” will have no effect on the outcome of such election. Since the affirmative vote of a majority of the shares of common stock present in personvirtually at the Meeting or represented by proxy at the Meeting is necessary for the approval of ProposalProposals 2, 3 and 4, abstentions will have the same effect as a negative vote, but “broker non-votes” will have no effect on the outcome of the voting for Proposal 2.
Proposals 2, 3 and 4.
Black Diamond
DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
Name | Common Stock Beneficially Owned (1) | Percentage (%) of Common Stock (2) | ||||||
Warren B. Kanders | 7,835,284 | (3) | 24.8 | |||||
Robert R. Schiller | 1,558,962 | (4) | 5.1 | |||||
Nicholas Sokolow | 608,817 | (5) | 2.0 | |||||
Donald L. House | 341,111 | (6) | 1.1 | |||||
Michael A. Henning | 86,250 | (7) | * | |||||
Aaron J. Kuehne | 53,317 | (8) | * | |||||
Mark Ritchie | 116,967 | (9) | * | |||||
Kennedy Capital Management, Inc. | 1,772,435 | (10) | 5.7 | |||||
All current directors, nominees and named executive officers as a group | 10,600,708 | (11) | 32.9 |
(7 persons)
Name | | | Common Stock Beneficially Owned(1) | | | Percentage (%) of Common Stock(2) | | ||||||
Five Percent Holders: | | | | | | | | | | | | | |
Greenhouse Funds LLLP | | | | | 4,618,494(3) | | | | | | 12.4 | | |
Brown Advisory Incorporated | | | | | 4,429,510(4) | | | | | | 11.9 | | |
FMR LLC | | | | | 2,511,947(5) | | | | | | 6.8 | | |
Cropley Nominees Pty Ltd | | | | | 2,315,121(6) | | | | | | 6.2 | | |
Directors and Named Executive Officers: | | | | | | | | | | | | | |
Warren B. Kanders | | | | | 6,353,234(7) | | | | | | 16.7 | | |
Nicholas Sokolow | | | | | 755,485(8) | | | | | | 2.0 | | |
Donald L. House | | | | | 416,489(9) | | | | | | 1.1 | | |
Michael A. Henning | | | | | 205,000(10) | | | | | | * | | |
Susan Ottmann | | | | | 30,000(11) | | | | | | * | | |
James E. Walker III | | | | | 15,000(12) | | | | | | * | | |
Aaron J. Kuehne | | | | | 1,057,748(13) | | | | | | 2.8 | | |
Michael J. Yates | | | | | 10,000(14) | | | | | | * | | |
All current directors, nominees and named executive officers as a group (8 persons) | | | | | 8,842,956(15) | | | | | | 22.4 | | |
ELECTION OF DIRECTORS
Robert R. Schiller, 53, has served as our Executive Vice Chairman since May 2010. Mr. Schiller served as Vice Chairman of the Board of Directors of Gregory Mountain Products from March 2008 until May 2010. From July 1996 until its sale to BAE Systems on July 31, 2007, Mr. Schiller served in a variety of capacities at Armor Holdings, including as a Director from June 2005, President from January 2004, Chief Operating Officer from April 2003, and Chief Financial Officer and Secretary from November 2000 to March 2004. Mr. Schiller graduated with a B.A. in Economics from Emory University in 1985 and received an M.B.A. from Harvard Business School in 1991. Based upon Mr. Schiller’s role as Executive Vice Chairman of the Company as well as his extensive experience as an executive officer and director, together with his educational experience and his extensive operational, acquisition, corporate governance, financial and transactional expertise, the Company believes that Mr. Schiller has the requisite set of skills to serve as a Board member of the Company.
Donald L. House
,Board of Directors
James E. Walker III.
June 1, 2022.
The
Mr. Sokolow is designated as the “lead independent director” of the Company’s Board of Directors.
In addition, stockholders may also contact the non-management directors as a group or any individual director by writing to the non-management directors or the individual director, as applicable, at Black Diamond, Inc.,Clarus Corporation, 2084 East 3900 South, Salt Lake City, UT 84124.
17.
.
The Nominating/Corporate Governance Committee may engage third-party search firms from time to time to assist it in identifying and evaluating nominees for director. The Nominating/Corporate Governance Committee evaluates nominees recommended by stockholders, by other individuals and by the search firms in the same manner, as follows: The Nominating/Corporate Governance Committee reviews biographical information furnished by or about the potential nominees to determine whether they have the experience and qualities discussed above; when a Board of Directors vacancy occurs or is anticipated, the Nominating/Corporate Governance Committee determines which of the qualified candidates to interview, based on the current needs of the Board of Directors and the Company, and members of the Nominating/Corporate Governance Committee meet with these individuals. If, after such meetings, the Nominating/Corporate Governance Committee determines to recommend any candidate to the Board of Directors for consideration, that individual is invited to meet with the entire Board of Directors. The Board of Directors then determines whether to select the individual as a director-nominee.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Michael A. Henning | 49,000 | - | 23,128 | (2) | - | - | - | 72,128 | ||||||||||||||||||||
Donald L. House | 45,000 | - | 66,792 | (3) | - | - | - | 111,792 | ||||||||||||||||||||
Nicholas Sokolow | 45,000 | - | 66,792 | (4) | - | - | - | 111,792 |
2022:
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Michael A. Henning | | | | | 50,000 | | | | | | — | | | | | | 139,310(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 189,310 | | |
Donald L. House | | | | | 45,000 | | | | | | — | | | | | | 139,310(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 184,310 | | |
Susan Ottmann | | | | | 35,000 | | | | | | — | | | | | | 139,310(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 194,310 | | |
Nicholas Sokolow | | | | | 55,000 | | | | | | — | | | | | | 139,310(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | 174,310 | | |
James E Walker III | | | | | 32,085 | | | | | | — | | | | | | 119,226(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | 151,311 | | |
2022.
(3) Mr. House’s option award includes the grant ofMarch 4, 2022, and 15,000 options on (i) December 11, 2015,June 1, 2022, valued at $23,128$119,226 and fully vesting on June 30, 2016; and (ii) December 11, 2015, valued at $43,664 and fully vested on such date.
(4) March 31, 2023.
March 31, 2023.
In 2016, members of our Board of Directors will be compensated as follows: (i) the non-employee directors will receive an annual stock option grant at the Annual Meeting of Stockholders of 12,50015,000 shares at an exercise price equal to the closing price of the Company’s common stock on the date of such grant, and vesting and becoming exercisable in four equal consecutive quarterly tranches; (ii) each of Messrs. Henning, House, and Sokolow as well as Ms. Ottmann received a grant on March 4, 2022 of 2,500 shares at an exercise price equal to the closing price of the Company’s common stock on the date of such grant, and immediately vested and exercisable; (iii) all non-employee directors serving on the Board of Directors will receivereceived an annual payment of $35,000, payable in equal quarterly installments, in consideration for their services on the Board; (ii)(iv) Mr. Sokolow, the lead independent director of the Board of Directors, received an additional annual payment of $10,000, payable in equal, quarterly installments, in consideration of his service as the lead independent director of the Board of Directors, (v) the chairmen of the respective Board committees, other than the Board of Directors’ Audit Committee, will receivereceived an additional annual payment of $10,000, payable in equal quarterly installments, in consideration for their services as chairmen on the respective Board of Directors’ committees; and (iii)(vi) the chairman of the Board of Directors’ Audit Committee will receivereceived an additional annual payment of $15,000, payable in equal quarterly installments, in consideration for his service as the chairman of the Board of Directors’ Audit Committee.
Our
Committees.
The Audit Committee discussed with the independent auditors the overall scope and plans for its audit. The Audit Committee discussed with the independent auditors, with and without management present, the results of its audit, the evaluations of Black Diamond’sClarus’ internal control over financial reporting, and the overall quality and integrity of financial reporting.
Donald L. House
Nicholas Sokolow
James E. Walker III
| As of April 14, 2023 Total Number of Directors: | | | 6 | | |||||||||||||||||||||
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
| Directors | | | | | 1 | | | | | | 4 | | | | | | — | | | | | | 1 | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Alaskan Native or American Indian | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Asian | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Hispanic or Latinx | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| White | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| LGBTQ+ | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Did Not Disclose Demographic Background | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | |
Name | | Age | | | Position | | |
Warren B. Kanders | | 65 | | | Executive Chairman of the Board of Directors | | |
Aaron J. Kuehne | | 44 | | | Executive Vice President, Chief | | |
| 57 | | | Chief | |
Kanders.
Mark Ritchie
Accounting.
In determining the compensation packages for our other Named Executive Officers, key employees and non-employee directors, the Compensation Committee and the Board of Directors have evaluated the history and performance of the Company, previous compensation practices and packages awarded to the Company’s
For 2015, base salaries for The employment agreements of our Named Executive Officers, other than Mr. Yates, are described below under the heading “Employment Agreements”. The Company does not have an employment agreement with Mr. Yates, who was appointed to serve as the Company’s Chief Financial Officer effective as of January 3, 2022, following the promotion of Mr. Kuehne as the Company’s Executive ChairmanVice President and Executive Vice Chairman wereChief Operating Officer.
AsIn 2020 the annual base salary for Mr. Kuehne ourwas $350,000. On August 27, 2020, the Company and Mr. Kuehne entered into an employment agreement (the “Kuehne Employment Agreement”), which provides for Mr. Kuehne’s employment as the Company’s Chief Administrative Officer, Chief Financial Officer, Secretary and Treasurer did not havefor a term expiring on August 27, 2023, subject to certain termination rights, and an employment agreement, his employment with the Company is “at will.” Mr. Kuehne previously served as the Company’s Interim Chief Financial Officer following the resignationannual base salary of Robert Peay, the Company’s previous Chief Financial Officer, on March 15, 2013. Mr. Kuehne was appointed as the Company’s Chief Financial Officer effective$350,000. On November 1, 2013. In connection with13, 2020, Mr. Kuehne’s appointment as Chief Financial Officer, the Companyannual base salary was increased Mr. Kuehne’s salary from $160,000 to $210,000 per year$425,000 effective as of January 1, 2014, and his2021. On March 4, 2022, Mr. Kuehne’s annual base salary remained at $210,000 during the year ended December 31, 2015.was increased to $550,000 effective as of January 1, 2022. In establishing Mr. Kuehne’s base salary, the Compensation Committee and the Board of Directors considered, among other things, the compensation for similar positions at similarly situated companies, as well as the responsibilities and duties required by his role as executive vice president and chief operating officer of a public company. The Compensation Committee and the Board of Directors also considered, among other things, Mr. Kuehne’s increased responsibilities as a result of the Company’s acquisitions in 2021 of Rhino-Rack and MAXTRAX and his importance to the operations and continued future success of the Company.
As Mr. Ritchie, our Chief Operating Officer, did not have an employment agreement, his employment with the Company is “at will.” Effective April 1, 2014, Mr. Ritchie’s salary was increased from $240,000 to $245,000 and his salary remained at $245,000 during the year ended December 31, 2015. In establishing Mr. Ritchie’s base salary, the Compensation Committee considered, among other things, the compensation for similar positions at similarly-situated companies, as well as the additional responsibilities and duties required by his role as chief operating officer of a public company.
For 2015, the base salary for Mr. Metcalf, who served as our Chief Executive Officer until his retirement effective December 31, 2015, was $275,000 pursuant to his employment agreement with the Company. In establishing the base salary of our former Chief Executive Officer, the Compensation Committee considered Mr. Metcalf’s extensive knowledge of the Company’s history, products, strategies, technologies and culture, as well as the additional responsibilities and duties required by his role as chief executive officer of a public company. For 2015, the base salary for Ms. Freeman, who served as our President until her resignation effective June 3, 2015, was $500,000 pursuant to her employment agreement with the Company. In establishing the base salary of our former President, the Compensation Committee considered Ms. Freeman’s extensive brand management, and consumer product and omni-channel expertise as well as the additional responsibilities and duties required by her role as president of a public company.
The Compensation Committee and the Board of Directors also determined to award our Chief Financial Officer a discretionary cash bonus in the amount of $50,500Named Executive Officers for the performance of histheir respective services in 2015. In determining to award discretionary a cash bonus to our Chief Financial Officer, the Compensation Committee took into account, among other things, his contributions to the Company’s financial results for the year ended December 31, 2015, as well as his efforts in connection with the Company’s review of strategic alternatives and towards implementing the Company’s strategic pivot.
2022.
Equity-Based Compensation
During
2024.
The Company also provides Named Executive Officers with perquisites and other personal benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our Named Executive Officers.
PolicyCode, subject to a rule that “grandfathers” certain arrangements and awards in effect on Stock Trading
We door prior to November 2, 2017. As a result, compensation that we structured in prior years with the intent of utilizing the deduction for performance-based compensation under Section 162(m) may not permitbe fully deductible if it is paid on or after January 1, 2018, dependent upon the applicability of the 162(m) grandfathering rules.
Contracts which may have short selling features to them (e.g. forward sales contracts) may only be entered into with the approval of the Executive Chairman of the Board or the Chairman’s designee.
Retirement,
Compensation Committee Report
Nicholas Sokolow
Susan Ottmann
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards | Non-Equity Deferred Compensation Earnings | Non-qualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
Warren B. Kanders | 2015 | 175,000 | (3) | - | - | - | - | - | 45,638 | (4) | 220,638 | |||||||||||||||||||||||
Executive Chairman | 2014 | 175,000 | - | - | - | - | - | 46,737 | 221,737 | |||||||||||||||||||||||||
2013 | 175,000 | - | - | - | - | - | 47,030 | 222,030 | ||||||||||||||||||||||||||
Robert R. Schiller | 2015 | 175,000 | (5) | - | - | - | - | - | 39,636 | (6) | 214,636 | |||||||||||||||||||||||
Executive Vice | 2014 | 175,000 | - | - | - | - | - | 38,818 | 213,818 | |||||||||||||||||||||||||
Chairman | 2013 | 175,000 | - | - | - | - | - | 38,403 | 213,403 | |||||||||||||||||||||||||
Peter R. Metcalf | 2015 | 276,424 | (7) | 500 | - | - | - | - | 34,943 | (8) | 311,867 | |||||||||||||||||||||||
Chief Executive Officer | 2014 | 256,308 | 1,000 | - | - | - | - | 9,970 | 267,278 | |||||||||||||||||||||||||
2013 | 247,308 | - | - | - | - | - | 9,278 | 256,856 | ||||||||||||||||||||||||||
Zeena A. Freeman | 2015 | 217,307 | (9) | - | - | - | - | - | 474,277 | (10) | 691,585 | |||||||||||||||||||||||
President | 2014 | 192,308 | 1,000 | 1,658,293 | 1,389,930 | - | - | 33,550 | 3,275,081 | |||||||||||||||||||||||||
Aaron J. Kuehne | 2015 | 210,961 | (11) | 50,500 | - | 128,260 | - | - | 16,667 | (12) | 406,388 | |||||||||||||||||||||||
Chief Financial Officer, | 2014 | 210,000 | 51,000 | - | - | - | - | 14,902 | 275,902 | |||||||||||||||||||||||||
Secretary & Treasurer | 2013 | 157,308 | - | 25,000 | 165,090 | - | - | 10,149 | 357,547 | |||||||||||||||||||||||||
Mark Ritchie | 2015 | 245,000 | (13) | 500 | - | - | - | - | 15,599 | (14) | 261,099 | |||||||||||||||||||||||
Chief Operating Officer | 2014 | 243,654 | 51,000 | - | - | - | - | 14,660 | 309,314 | |||||||||||||||||||||||||
2013 | 236,135 | - | 312,000 | 224,700 | - | - | 9,991 | 782,826 |
Officers.
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Deferred Compensation Earnings | | | Non-qualified Deferred Compensation Earnings | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||||||||
Warren B. Kanders Executive Chairman | | | | | 2022 | | | | | | 550,000 | | | | | | — | | | | | | 7,686,720 | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,288(3) | | | | | | 8,314,008 | | |
| | | 2021 | | | | | | 423,461 | | | | | | — | | | | | | 7,230,085 | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,441 | | | | | | 7,721,987 | | | ||
| | | 2020 | | | | | | 352,692 | | | | | | 500 | | | | | | 3,313,561 | | | | | | 1,437,065 | | | | | | — | | | | | | — | | | | | | 63,434 | | | | | | 5,167,252 | | | ||
John C. Walbrecht(4) President | | | | | 2022 | | | | | | 550,000 | | | | | | — | | | | | | 1,537,344 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,448(5) | | | | | | 2,126,792 | | |
| | | 2021 | | | | | | 498,750 | | | | | | 375,000 | | | | | | — | | | | | | 2,352,040 | | | | | | — | | | | | | — | | | | | | 36,906 | | | | | | 3,262,696 | | | ||
| | | 2020 | | | | | | 428,269 | | | | | | 212,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,745 | | | | | | 668,514 | | | ||
Aaron J. Kuehne Executive Vice President, Chief Operating Officer, Secretary and Treasurer | | | | | 2022 | | | | | | 550,000 | | | | | | — | | | | | | 1,537,344 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,862(6) | | | | | | 2,120,206 | | |
| | | 2021 | | | | | | 423,461 | | | | | | 315,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,533 | | | | | | 769,994 | | | ||
| | | 2020 | | | | | | 352,692 | | | | | | 175,000 | | | | | | 990,754 | | | | | | 1,297,620 | | | | | | — | | | | | | — | | | | | | 26,362 | | | | | | 2,842,428 | | | ||
Michael J. Yates(7) Chief Financial Officer | | | | | 2022 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 312,255 | | | | | | — | | | | | | — | | | | | | 27,267(8) | | | | | | 739,522 | | |
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2020.
(4) ”All
(5)$8,821.
(6) ”AllWalbrecht.
(7) Mr. Metcalf, during his term as Chief Executive Officer of the Company, received compensation pursuant to the terms of his employment agreement with the Company dated June 5, 2013. Mr. Metcalf retired as the Company’s Chief Executive Officer effective December 31, 2015.
(8) ”Alland AD&D, $1,650.
(9) Ms. Freeman, during her term as Presidentand AD&D, $660.
(10) ”All Other Compensation” amount for Ms. Freeman in 2015 consists ofand Chief Operating Officer, Mr. Michael J. Yates was appointed to serve as the following items: contractual severance payments, $463,543, health, short-term and long-term disability, and AD&D, $10,477; and life insurance, $257.
(11) On November 1, 2013, in connection with Mr. Kuehne’s appointment asCompany’s Chief Financial Officer the Company increased Mr. Kuehne’s salary from $160,000 to $210,000 per year effective as of January 1, 2014. The Company increased Mr. Kuehne’s salary from $210,000 to $235,000 per year effective as of December 15, 2015.
(12) ”All3, 2022.
(13) On April 1, 2014, the Company increased Mr. Ritchie’s salary from $240,000 to $245,000.
(14) ”All Other Compensation” amount for Mr. Ritchie’s in 2015 consists of the following items: 401(k) matching contributions, $3,746, wellness time conversion, $4,712, health, short-term and long-term disability, and AD&D, $6,079; and life insurance, $1,062.
All Other | All Other | |||||||||||||||||||||||||||||||||||||||||
Stock Awards: | Option | Grant | ||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts | Estimated Future Payouts | Number | Awards: | Exercise | Date Fair | |||||||||||||||||||||||||||||||||||||
Under Non-Equity Incentive | Under Equity Incentive | of | Number of | or Base | Value of | |||||||||||||||||||||||||||||||||||||
Plan Awards (1) | Plan Awards | Shares | Securities | Price of | Stock and | |||||||||||||||||||||||||||||||||||||
of Stock | Underlying | Option | Option | |||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options | Awards | Awards | ||||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($) | ($) | |||||||||||||||||||||||||||||||
Aaron J. Kuehne | 12/16/15 | - | - | - | - | - | - | 55,000 | (1) | - | - | 128,260 |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($) | | | Grant Date Fair Value of Stock and Option Awards ($) | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||||||||||||||||||||
Michael J. Yates | | | | | 1/3/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | $ | 27.65(1) | | | | | $ | 312,255 | | |
Warren B. Kanders | | | | | 3/4/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000(2) | | | | | | — | | | | | | — | | | | | $ | 7,686,720 | | |
John C. Walbrecht | | | | | 3/4/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000(2) | | | | | | — | | | | | | — | | | | | $ | 1,537,344 | | |
Aaron J. Kuehne | | | | | 3/4/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 100,000(2) | | | | | | — | | | | | | — | | | | | $ | 1,537,344 | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||
Warren B. Kanders | 400,000 | (1) | - | - | 7.50 | 5/31/20(1) | - | - | - | - | ||||||||||||||||||||||||
400,000 | (1) | - | - | 10.00 | 5/31/20(1) | - | - | - | - | |||||||||||||||||||||||||
- | - | - | - | - | 250,000 | (2) | 1,105,000 | - | - | |||||||||||||||||||||||||
Robert R. Schiller | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Peter R. Metcalf | 75,000 | (3) | - | - | 6.85 | 3/30/16 | - | - | - | - | ||||||||||||||||||||||||
- | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Aaron J. Kuehne | 25,000 | (4) | - | - | 10.40 | 11/7/23 | - | - | - | - | ||||||||||||||||||||||||
3,000 | 4,500 | (5) | - | 8.20 | 1/1/23 | - | - | - | - | |||||||||||||||||||||||||
12,500 | (6) | - | - | 6.25 | 9/12/20 | - | - | - | - | |||||||||||||||||||||||||
55,000 | (7) | - | 4.63 | 12/16/25 | - | - | - | - | ||||||||||||||||||||||||||
Mark D. Ritchie | 75,000 | (8) | - | - | 10.40 | 8/30/23 | - | - | - | - | ||||||||||||||||||||||||
25,000 | (9) | - | - | 6.85 | 5/28/20 | - | - | - | - | |||||||||||||||||||||||||
- | - | - | - | 30,000 | (10) | 132,600 | - | - |
2022:
| | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | ||||||||||||||||||||||||
Warren B. Kanders | | | | | 500,000(1) | | | | | | — | | | | | | — | | | | | | 6.80 | | | | 3/9/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 233,333(2) | | | | | | 1,829,339 | | | | | | — | | | | | | — | | |
| | | | | 150,000(3) | | | | | | | | | | | | — | | | | | | 13.21 | | | | 6/5/29 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 170,664(4) | | | | | | 85,333(4) | | | | | | — | | | | | | 14.39 | | | | 12/2/30 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 500,000(5) | | | | | | 3,920,000 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 500,000(6) | | | | | | 3,920,000 | | | | | | — | | | | | | — | | |
John C. Walbrecht | | | | | 500,000(7) | | | | | | — | | | | | | — | | | | | | 6.80 | | | | 3/9/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 112,500(8) | | | | | | 882,000 | | | | | | — | | | | | | — | | |
| | | | | 133,334(9) | | | | | | 266,666(9) | | | | | | — | | | | | | 15.15 | | | | 1/1/31 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 100,000(10) | | | | | | 784,000 | | | | | | — | | | | | | — | | |
Aaron J. Kuehne | | | | | 7,500(11) | | | | | | — | | | | | | — | | | | | | 8.20 | | | | 1/1/23 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 25,000(12) | | | | | | — | | | | | | — | | | | | | 10.40 | | | | 11/7/23 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 55,000(13) | | | | | | — | | | | | | — | | | | | | 4.63 | | | | 12/16/25 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 125,000(14) | | | | | | — | | | | | | — | | | | | | 4.38 | | | | 7/1/26 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 50,000(15) | | | | | | — | | | | | | — | | | | | | 6.15 | | | | 8/21/27 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 500,000(16) | | | | | | — | | | | | | — | | | | | | 6.80 | | | | 3/9/28 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 200,000(17) | | | | | | 100,000(17) | | | | | | — | | | | | | 15.00 | | | | 8/27/30 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | — | | | | | 100,000(18) | | | | | | 784,000 | | | | | | — | | | | | | — | | |
Michael J. Yates | | | | | 10,000(19) | | | | | | 20,000(19) | | | | | | — | | | | | | 27.65 | | | | 1/3/32 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2022.
(3)
(4) Stock option award granted pursuant to the Company’s 2005 Stock Incentive Plan. Options to purchase 25,000 are immediately exercisable. The shares of common stock underlying the stock option will be subject to certain transfer restrictions through and including December 31, 2017, provided, that upon any termination of Mr. Kuehne’s employment with the Company for any reason (including, but not limited to, death, Disability or Termination by the Company without Cause (each as defined in the 2005 Stock Incentive Plan)), the transfer restrictions shall continue to apply through and including December 31, 2022.
(5) Stock option award granted pursuant to the Company’s 2005 Stock Incentive Plan.Plan January 1, 2013. Options to purchase 3,000 shares of common stock shall vestvested and becomebecame exercisable on December 31, 2015 and options to purchase 2,250 shares of common stock shall vestvested and becomebecame exercisable on each of December 31, 2016 and December 31, 2017.
(6) 2017, respectively.
(7) the grant.
(8)
(9) July 1, 2019, respectively.
(10) Restricted stock award of 30,000(ii) 10,000 shares of common stock granted under the Company’s 2005 Stock Incentive Plan willshall vest and become nonforfeitable as follows: (i) 10,000 shares shall immediately vest and become nonforfeitable if: (A) during any calendar year ending prior to and includingexercisable on each of December 31, 2015, the Company’s apparel products achieve certain net revenue targets in such calendar year;2023, and (B) Mr. Ritchie is employed as a full time employee by the Company or one of its subsidiaries as of March 31, 2016; (ii) 10,000 shares shall immediately vest and become nonforfeitable if: (A) during any calendar year ending prior to and including December 31, 2017, the Company’s apparel products achieve certain net revenue targets such calendar year; and (B) Mr. Ritchie is employed as a full time employee by the Company or one of its subsidiaries as of March 31, 2018; and (iii) 10,000 shares shall immediately vest and become nonforfeitable if: (A) during any calendar year ending prior to and including December 31, 2018, the Company’s apparel products achieve certain net revenue targets in such calendar year; and (B) Mr. Ritchie is employed as a full time employee by the Company or one of its subsidiaries as of March 31, 2019; provided, however, in the event that the Company fails to achieve a net revenue target in an applicable calendar year but Mr. Ritchie remains employed as a full time employee by the Company or one of its subsidiaries as of the applicable employment date for such period, then 2,000 restricted shares with respect to such period shall become fully vested and the remaining 8,000 unvested restricted shares with respect to such period shall be forfeited effective as of such applicable employment date.
2022
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
Zeena A. Freeman | - | - | 45,000 | 434,250 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
Warren B. Kanders | | | | | — | | | | | | — | | | | | | 116,667 | | | | | $ | 2,524,674 | | |
John C. Walbrecht | | | | | — | | | | | | — | | | | | | 37,500 | | | | | $ | 811,500 | | |
2021
2022.
Change-in-Control
Change-in-Control
exercisable and all unvested shares of restricted stock held by him will automatically vest.
Executive Benefits and Payments Upon Separation | Voluntary Termination on 12/31/15 ($) | For Cause Termination on 12/31/15 ($) | Without Cause Termination on 12/31/15 ($) | Change-in-Control and Termination on 12/31/15 ($) | Change-in- Control 12/31/15 ($) | Disability on 12/31/15 ($) | Death on 12/31/15 ($) | |||||||||||||||||||||
Compensation | ||||||||||||||||||||||||||||
Cash Severance – Salary | - | - | 175,000 | (1) | 175,000 | (1) | - | - | - | |||||||||||||||||||
Stock Options | - | - | - | - | - | - | ||||||||||||||||||||||
Restricted Stock | - | - | 1,105,000 | (2) | - | - | ||||||||||||||||||||||
Benefits & Perquisites | - | |||||||||||||||||||||||||||
Life Insurance | - | - | - | - | - | 2,250,000 | (3) | |||||||||||||||||||||
Disability Income | - | - | - | - | - | - | ||||||||||||||||||||||
Total | 175,000 | 175,000 | 1,105,000 | 2,250,000 |
Executive Benefits and Payments Upon Separation | | | Voluntary Termination on 12/31/22 ($) | | | For Cause Termination on 12/31/22 ($) | | | Without Cause Termination on 12/31/22 ($) | | | Change-in-Control and Termination on 12/31/22 ($) | | | Change-in- Control 12/31/22 ($) | | | Disability on 12/31/22 ($) | | | Death on 12/31/22 ($) | | |||||||||||||||||||||
Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance – Salary and Bonus | | | | | — | | | | | | — | | | | | | 3,002,500(1) | | | | | | 3,002,500(1) | | | | | | — | | | | | | 3,002,500(1) | | | | | | 3,002,500(1) | | |
Stock Options | | | | | — | | | | | | — | | | | | | —(2) | | | | | | —(2) | | | | | | — | | | | | | —(2) | | | | | | —(2) | | |
Restricted Stock | | | | | — | | | | | | — | | | | | | 12,674,661(3) | | | | | | 12,674,661(3) | | | | | | — | | | | | | 12,674,661(3) | | | | | | 12,674,661(3) | | |
Benefits & Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Life Insurance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,300,000(4) | | |
Insurance/Health Benefits | | | | | — | | | | | | — | | | | | | 105,816(5) | | | | | | 105,816(5) | | | | | | — | | | | | | 105,816(5) | | | | | | 105,816(5) | | |
Disability Income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Office Expense Reimbursement | | | | | — | | | | | | — | | | | | | —(6) | | | | | | —(6) | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | 15,782,977 | | | | | | 15,782,977 | | | | | | — | | | | | | 15,782,977 | | | | | | 18,082,977 | | |
Robert R. Schiller
Executive Benefits and Payments Upon Separation | Voluntary Termination on 12/31/15 ($) | For Cause Termination on 12/31/15 ($) | Without Cause Termination on 12/31/15 ($) | Change-in-Control and Termination on 12/31/15 ($) | Disability on 12/31/15 ($) | Death on 12/31/15 ($) | ||||||||||||||||||
Compensation | ||||||||||||||||||||||||
Cash Severance - Salary | - | - | 175,000 | (1) | 175,000 | (1) | - | - | ||||||||||||||||
Stock Options | - | - | - | - | - | - | ||||||||||||||||||
Restricted Stock | - | - | - | - | - | - | ||||||||||||||||||
Benefits & Perquisites | ||||||||||||||||||||||||
Life Insurance | - | - | - | - | - | 225,000 | (2) | |||||||||||||||||
Disability Income | - | - | - | - | - | - | ||||||||||||||||||
Total | 175,000 | 175,000 | 225,000 |
Aaron
Executive Benefits and Payments Upon Separation | | | Voluntary Termination on 12/31/22 ($) | | | For Cause Termination on 12/31/22 ($) | | | Without Cause Termination on 12/31/22 ($) | | | Change-in-Control and Termination on 12/31/22 ($) | | | Change-in- Control 12/31/22 ($) | | | Disability on 12/31/22 ($) | | | Death on 12/31/22 ($) | | |||||||||||||||||||||
Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Severance – Salary | | | | | — | | | | | | — | | | | | | 550,000(1) | | | | | | 550,000(1) | | | | | | — | | | | | | — | | | | | | — | | |
Stock Options | | | | | — | | | | | | — | | | | | | —(2) | | | | | | —(2) | | | | | | — | | | | | | —(2) | | | | | | —(2) | | |
Restricted Stock | | | | | — | | | | | | — | | | | | | 784,000(3) | | | | | | 784,000(3) | | | | | | — | | | | | | 784,000(3) | | | | | | 784,000(3) | | |
Benefits & Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Insurance & Life Insurance | | | | | — | | | | | | — | | | | | | 28,537(4) | | | | | | 28,537(4) | | | | | | — | | | | | | — | | | | | | 300,000(5) | | |
Disability Income | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | 1,362,537 | | | | | | 1,362,537 | | | | | | — | | | | | | 784,000 | | | | | | 1,084,000 | | |
Yates
Executive Benefits and Payments Separation | | | Voluntary
on | | | For Cause Termination on 12/31/22 ($) | | | Without Cause Termination on 12/31/22 ($) | | | Change-in-Control and Termination on 12/31/ 22 | | |
22 | | |
|
| Disability on
22 | | | Death on
22 | | |||||||||||||||||||||||||||
Compensation | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Severance | | | | — | | | | | | | | | — | | | | | ||||||||||||||||||||||||||||||||||
| | | | | — | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||||
Stock Options | | | | — | | | | | | | | | — | | | | | ||||||||||||||||||||||||||||||||||
| | | | | — | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||||
Restricted Stock | | | | — | | | | | | | | | — | | | | | | | | | | — | | | | | | — | | | | | | — | | | ||||||||||||||
Benefits & Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Insurance & Life Insurance | | | | — | | | | | | | | | — | | | | | ||||||||||||||||||||||||||||||||||
| | | | | — | | | | | | — | | | | | | 300,000(1) | | | ||||||||||||||||||||||||||||||||
Disability Income | | | | — | | | | | | | | | — | | | | | ||||||||||||||||||||||||||||||||||
| | | | | — | | | | | | — | | | | | | — | | | ||||||||||||||||||||||||||||||||
Total | | | | | — | | | | | | — | | | | | | — | | | | | |
|
| | — | | | | | | — | | | | | | — | | |
Mark Ritchie
Year | | | Summary Compensation Table Total for PEO ($) | | | Compensation Actually Paid to PEO ($)(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income ($)(4) | | | Adjusted EBITDA ($)(5) | | |||||||||||||||||||||||||||
| Total Shareholder Return ($)(2) | | | Peer Group Shareholder Return ($)(3) | | ||||||||||||||||||||||||||||||||||||||||||||
2022 | | | | | 8,314,008 | | | | | | (17,349,302) | | | | | | 1,662,173 | | | | | | (3,273,967) | | | | | | 59.15 | | | | | | 112.11 | | | | | | (69,780) | | | | | | 62,959 | | |
2021 | | | | | 7,721,987 | | | | | | 16,860,440 | | | | | | 2,016,345 | | | | | | 9,081,793 | | | | | | 206.49 | | | | | | 155.34 | | | | | | 26,093 | | | | | | 61,503 | | |
2020 | | | | | 5,167,252 | | | | | | 6,158,606 | | | | | | 1,755,471 | | | | | | 2,503,523 | | | | | | 114.31 | | | | | | 130.70 | | | | | | 5,545 | | | | | | 22,389 | | |
| Year | | | PEO | | | Non-PEO NEOs | |
| 2022 | | | Warren B. Kanders | | | John C. Walbrecht, Aaron J. Kuehne, and Michael J. Yates | |
| 2021 | | | Warren B. Kanders | | | John C. Walbrecht and Aaron J. Kuehne | |
| 2020 | | | Warren B. Kanders | | | John C. Walbrecht and Aaron J. Kuehne | |
| | | | | | Starting Amount: | | | Deducted: | | | Added: | | | Added: | | | Added: | | | Adjusted Amount: | | ||||||||||||||||||
Year | | | Named Executive Officers | | | Summary Compensation Table Total | | | The grant date fair value of all stock awards granted in the applicable year, as reported in the Summary Compensation Table | | | The fair value as of the end of the covered fiscal year of all stock awards granted during the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | | | The change (positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | | | The change (positive or negative) as of the vesting date (from the end of the prior fiscal year) in fair value of any stock awards granted in any prior fiscal year for which all vesting conditions were satisfied at the end of or during the covered fiscal year | | | Compensation Actually Paid | | ||||||||||||||||||
2022 | | | PEO | | | | | 8,314,008 | | | | | | 7,686,720 | | | | | | 1,532,741 | | | | | | (15,549,564) | | | | | | (3,959,767) | | | | | | (17,349,302) | | |
| Non-PEO NEOs | | | | | 1,662,173 | | | | | | 1,128,981 | | | | | | 210,784 | | | | | | (2,634,635) | | | | | | (1,383,308) | | | | | | (3,273,967) | | | ||
2021 | | | PEO | | | | | 7,721,987 | | | | | | 7,230,085 | | | | | | 9,656,730 | | | | | | 4,306,153 | | | | | | 2,405,655 | | | | | | 16,860,440 | | |
| Non-PEO NEOs | | | | | 2,016,345 | | | | | | 1,176,020 | | | | | | 3,040,100 | | | | | | 3,438,208 | | | | | | 1,763,161 | | | | | | 9,081,793 | | | ||
2020 | | | PEO | | | | | 5,167,252 | | | | | | 4,750,626 | | | | | | 1,608,634 | | | | | | 830,665 | | | | | | 3,302,681 | | | | | | 6,158,606 | | |
| Non-PEO NEOs | | | | | 1,755,471 | | | | | | 1,144,187 | | | | | | 1,565,179 | | | | | | 213,150 | | | | | | 113,910 | | | | | | 2,503,523 | | |
|
|
|
|
|
|
| ||||||||||||||||||
PEO and other Named Executive Officers (expressed as an average) and the performance measures included in the Pay Versus Performance Table (Total Shareholder Return, Peer Group Total Shareholder Return, Net Income and Adjusted EBITDA).
In the event that Mr. Kanders’ employment is terminated (i) by the Company without “cause” (as(as such term is defined in the Kanders Employment Agreement);, (ii) by Mr. Kanders for certain reasons set forth in the Kanders Employment Agreement;Agreement or (iii) by Mr. Kanders upon a “change in control” (as(as such term is defined in the Kanders Employment Agreement), Mr. Kanders will be entitled to receive, among other things, an amount equal to one year offive times his annual base salary in one lump sum payment, within five days after the effective date of such termination and allin each case, any unvested stock options held by Mr. Kanders willshall immediately vest and become exercisable. exercisable and all unvested restricted stock awards held by Mr. Kanders shall immediately vest.
Robert R. Schiller
On June 5, 2013, the Company entered into an employment agreement with Robert R. Schiller (the “Schiller Employment Agreement”) in connection with the expiration of his previously existing employment agreement with the Company, dated May 28, 2010. The Schiller Employment Agreement provides for his employment as Executive Vice Chairman of the Company for a term to commencing effective as of three years,January 1, 2023 (the “Commencement Date”) and terminating on the fifth anniversary of the Commencement Date, subject to certainearlier termination rights, during which time he will receiveas provided therein. Mr. Kanders is entitled to an annual base salary of $175,000,$600,000, subject to annual review by the Company. Compensation Committee as more particularly provided in the New Kanders Employment Agreement.
the terms of the New Kanders Employment Agreement.
Aaron J. Kuehne
Effective
Mark Ritchie
Effectiveshare for twenty consecutive trading days.
the Kuehne Employment Agreement, then the lump sum payment of an amount equal to one year of his base salary shall be payable upon the expiration of such consulting period, and during such consulting period, Mr. Kuehne will be entitled to a consulting fee equal to what he would have otherwise been entitled to be paid under the Kuehne Employment Agreement during such period. In addition, all granted but unvested stock options and all unvested restricted stock shall immediately vest.
the Company.
5% Unsecured Subordinated Notes due May 28, 2017
As part of the consideration payable to the stockholders of Gregory Mountain Products when the Company acquired Gregory Mountain Products, the Company issued $14,517,000, $7,539,000, and $554,000 in 5% Unsecured Subordinated Notes due May 28, 2017 (the “Merger Consideration Subordinated Notes”) to Kanders GMP Holdings, LLC, Schiller Gregory Investment Company, LLC, and five former employees of Gregory Mountain Products, respectively. Mr. Warren B. Kanders, the Company’s Executive Chairman and a member of its Board of Directors, is a majority member and a trustee of the manager of Kanders GMP Holdings, LLC. The sole manager of Schiller Gregory Investment Company, LLC is Mr. Robert R. Schiller, the Company’s Executive Vice Chairman and a member of its Board of Directors. The principle terms of the Merger Consideration Subordinated Notes are as follows: (i) the principal amount is due and payable on May 28, 2017 and is prepayable by the Company at any time; (ii) interest will accrue on the principal amount at the rate of 5% per annum and shall be payable quarterly in cash; (iii) the default interest rate shall accrue at the rate of 10% per annum during the occurrence of an event of default; and (iv) events of default, which can only be triggered with the consent of Kanders GMP Holdings, LLC, are: (a) the default by the Company on any payment due under a Merger Consideration Subordinated Note; (b) the Company’s failure to perform or observe any other material covenant or agreement contained in the Merger Consideration Subordinated Notes; or (c) the Company’s instituting or becoming subject to a proceeding under the Bankruptcy Code (as defined in the Merger Consideration Subordinated Notes). The Merger Consideration Subordinated Notes are junior to all senior indebtedness of the Company, except that payments of interest continue to be made under the Merger Consideration Subordinated Notes as long as no event of default exists under any senior indebtedness.
On April 7, 2011, Schiller Gregory Investment Company, LLC transferred its Merger Consideration Subordinated Note in equal amounts to the Robert R. Schiller Cornerstone Trust and the Deborah Schiller 2005 Revocable Trust. On June 24, 2013, the Robert R. Schiller Cornerstone Trust dated September 9, 2010 transferred its Merger Consideration Subordinated Note in the amount of $3,769,000 to the Robert R. Schiller 2013 Cornerstone Trust dated June 24, 2013. During the year ended December 31, 2015, $726,000 in interest was paid to Kanders GMP Holdings, LLC, and $377,000 in interest was paid to the Robert R. Schiller 2013 Cornerstone Trust and the Deborah Schiller 2005 Revocable Trust pursuant to the outstanding Merger Consideration Subordinated Notes.
On May 29, 2012 and August 13, 2012, five former employees of Gregory Mountain Products exercised certain sales rights and sold Merger Consideration Subordinated Notes in the aggregate principal amount of approximately $365,000 to Kanders GMP Holdings, LLC and in the aggregate principal amount of approximately $189,000 to Schiller Gregory Investment Company, LLC. During the year ended December 31, 2015, $18,000 in interest was paid to Kanders GMP Holdings, LLC, and $10,000 in interest was paid to Schiller Gregory Investment Company, LLC, pursuant to these outstanding Merger Consideration Subordinated Notes.
Review, Approval or Ratification of Transactions with Related Persons
The Audit Committee is responsible for reviewing and approving all related person transactions. Under the SEC’s rules, a related person is a director, officer, nominee for director, or five percent (5%) stockholder of the Company since the beginning of the last fiscal year and their respective affiliates or immediate family members. In addition, under the SEC’s rules, a related person transaction is a transaction or series of transactions in which the company is a participant and the amount involved exceeds $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than five percent (5%) of our capital stock,
Thetransactions. In addition, the Board of Directors has a general practice of requiring directors interested in a transaction not to participate in deliberations or to vote upon transactions in which they have an interest, and to be sure that transactions with directors, executive officers and major stockholders are on terms that align the interests of the parties to such agreements with the interests of the stockholders.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
REGISTERED PUBLIC ACCOUNTING FIRM
KPMG
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.
2023.
Fiscal 2015 | Fiscal 2014 | |||||||
Audit Fees | $ | 1,541,733 | $ | 1,028,357 | ||||
Audit Related Fees | $ | 36,158 | $ | 24,050 | ||||
Tax Fees | $ | 226,893 | $ | 90,330 | ||||
All Other Fees | - | - | ||||||
Total | $ | 1,804,784 | $ | 1,142,737 |
2021 were as follows:
| | | Fiscal 2022 | | | Fiscal 2021 | | ||||||
Audit Fees | | | | $ | 1,682,899 | | | | | $ | 1,680,667 | | |
Audit Related Fees | | | | $ | — | | | | | $ | 185,423 | | |
Tax Fees | | | | $ | 590,743 | | | | | $ | 554,652 | | |
All Other Fees | | | | $ | — | | | | | $ | — | | |
Total | | | | $ | 2,273,642 | | | | | $ | 2,420,742 | | |
Audit Related Fees.In 2015, KPMG billed us $36,158statements, and for services renderedprovided in connection with our sale of certain assets comprising Gregory Mountain Products’ business. In 2014, KPMGstatutory and regulatory filings or engagements.
for audit related fees, including due diligence services.
All Other Fees.There were no other fees for the fiscal year ended December 31, 2015 and 2014, respectively.
planning.
Clarus.
Since the adoptionengagement of the Pre-Approval PolicyDeloitte & Touche LLP by the Audit CommitteeCompany on MarchJune 11, 2004,2018, the Audit Committee has not waived the pre-approval requirement for any services rendered by KPMGDeloitte & Touche LLP to Black Diamond.Clarus. All of the services provided by KPMGDeloitte & Touche LLP to Black DiamondClarus described above were pre-approved by the Audit Committee.
DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS
We must receive notice of the intention to introduce a director nomination or to present an item of business at our 20172024 Annual Meeting of Stockholders (a) not less than sixty (60) days nor more than ninety (90) days prior to June 8, 2017,1, 2024, if our 20172024 Annual Meeting of Stockholders is held within thirty (30) days before or after June 8, 2017;1, 2024; or (b) not later than the close of business on the tenth (10th) day following the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first, in the event our 20172024 Annual Meeting of Stockholders is not held within thirty (30) days before or after June 8, 2017.1, 2024. In the event we call a special meeting of our stockholders, we must receive your intention to introduce a director nomination or to present an item of business at the special meeting of stockholders not later than the close of business on the tenth (10th) day following the day on which the notice of such special meeting of stockholders was mailed or public disclosure of the date of the meeting was made, whichever occurs first.