4. | Transact such other business as may properly come before the meeting or any adjournments thereof. |
Details of the matters to be considered at the meeting are contained in the attached notice of annual meeting and proxy statement, which we urge you to consider carefully. As a stockholder, your vote is important. Whether or not you plan to attend the meeting, please complete, date, sign and return your proxy card promptly in the enclosed envelope which requires no postage if mailed in the United States. Alternatively, you may vote through the internet at www.proxyvote.com or by telephone at1-800-690-6903. If you attend the meeting, you may vote in person if you wish, even if you have previously returned your proxy card provided that you are a stockholder of record or have a legal proxy from the bank or broker that holds the shares. Thank you for your cooperation, continued support and interest in Manitex International, Inc. | Sincerely, | | /s/ SHERMAN JUNGSHERMAN JUNG | Sherman Jung | Corporate Secretary |
MANITEX INTERNATIONAL, INC. 9725 Industrial Drive Bridgeview, Illinois 60455 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS May 31, 2018June 3, 2021
11:00 a.m. (Central Daylight Time) Notice is hereby given that the Annual Meeting of Stockholders of Manitex International, Inc. will be held at our principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois 60455 on Thursday, May 31, 2018June 3, 2021 at 11:00 a.m. (Central Daylight Time) to consider and vote upon: 1. | To elect six (6) Directors1.
| Elect eight (8) directors of the Company to servehold office for one year terms expiring at the Annual Meeting of Stockholders to be held in 2019 or until their successors have beenare duly elected and qualified; |
2. | To consider and act upon a proposal to ratify2.
| Ratify the appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for fiscal 2018;2021; |
3. | To consider3.
| Consider an advisory vote on the compensation of the Company’s named executive officers; and |
4. | The transaction of4.
| Transact such other business as may properly come before the Annual Meetingmeeting or any adjournment(s)adjournments thereof. |
The Board of Directors has fixed the close of business on April 11, 20189, 2021 as the record date for determination of the Stockholders entitled to notice of, and to vote at, the Annual Meeting.To assure that your shares will be represented at the Annual Meeting, please either (1) mark, sign, date and promptly return the accompanying Proxy in the enclosed envelope, (2) vote utilizing the automated telephone feature described in the Proxy, or (3) vote over the internet pursuant to the instructions set forth on the Proxy. You may revoke your Proxy at any time before it is voted provided that you are a stockholder of record or have in your possession a legal proxy from the bank or broker that holds the shares of record. Stockholders are cordially invited to attend the meeting in person. Please indicate on the enclosed Proxy whether you plan to attend the meeting. Stockholders may vote in person if they attend the meeting even though they have executed and returned a Proxy. To obtain directions to be able to attend the meeting and vote in person, please contact Sherman Jung at the address set forth above. | By Order of the Board of Directors, | | /s/ SHERMAN JUNGSHERMAN JUNG | Sherman Jung | Corporate Secretary |
Dated: April 26, 201823, 2021 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 31, 2018.JUNE 3, 2021. The Company’s Proxy Statement for the 20182021 Annual Meeting of Stockholders and the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172020 are available at https://www.proxydocs.com/www.proxyvote.com/MNTX
TABLE OF CONTENTS
MANITEX INTERNATIONAL, INC. PROXY STATEMENTproxy statement
ANNUAL MEETING OF STOCKHOLDERSannual meeting of stockholders
INTRODUCTION This Proxy Statement is furnished by the Board of Directors of Manitex International, Inc., a Michigan corporation (the “Company” or “Manitex”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held on May 31, 2018Thursday, June 3, 2021, at 11:00 a.m. (Central Daylight Time), at the Company’s principal executive offices located at 9725 Industrial Drive, Bridgeview, Illinois 60455, and at any adjournments thereof. The Annual Meeting has been called to consider and vote upon (1) the election of sixeight Directors, (2) the ratification of the appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for fiscal 2018,2021, (3) to consider and act uponan advisory approval ofvote on the compensation of our named executive officers and (4) such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. This Proxy Statement and the accompanying Proxy are being sent to Stockholders on or about April 26, 2018.23, 2021. Persons Making the Solicitation The enclosed Proxy is solicited on behalf of our Board of Directors. The original solicitation will be by mail. Following the original solicitation, the Board of Directors expects that certain individual Stockholders will be further solicited through telephone or other oral communications from the Board of Directors. The Board of Directors does not intend to use specially engaged employees or paid solicitors.solicitors and will not receive additional compensation for solicitation activities, but may be reimbursed for any out-of-pocket expenses in connection with solicitation. The Board of Directors intends to solicit Proxies for shares which are held of record by brokers, dealers, banks or voting trustees, or their nominees, and may pay the reasonable expenses of such record holders for completing the mailing of solicitation materials to persons for whom they hold shares. All solicitation expenses will be borne by the Company. Terms of the Proxy The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting and provides boxes to be marked to indicate the manner in which the Stockholder’s shares are to be voted with respect to such matters. By appropriately marking the boxes, a Stockholder may specify whether the proxy holder shall vote for or against or shall be without authority to vote the shares represented by the Proxy. The Proxy also confers upon the proxy holder discretionary voting authority with respect to such other business as may properly come before the Annual Meeting. If the Proxy is executed properly and is received by the proxy holder prior to the Annual Meeting, the shares represented by the Proxy will be voted. Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Brokernon-votes will similarly have no effect on any proposal. If your shares are held in “street name” through a broker, bank or other nominee and you do not provide voting instructions, your broker, bank or other nominee may vote your shares on your behalf under certain circumstances. On certain “routine” matters, such as the ratification of the selection of the independent registered public accounting firm, brokerage firms may vote their customers’ shares if their customers do not provide voting instructions. When a brokerage firm votes its customers’ shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the annual meeting and in determining the number of shares voted “For” or “Against” the routine matter.
On“non-routine” “non-routine” matters, if the brokerage firm has not received instructions from the stockholder, the brokerage firm cannot vote the shares on that proposal. This is called a “brokernon-vote.” Brokernon-votes are only counted for establishing a quorum and will have no effect on the outcome of the vote. Proposal 2 (ratification of the appointment of the independent registered public accounting firm) is a matter that the Company believes will be designated “routine.” A broker or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with such proposals. However, Proposal 1 (election of directors), and Proposal 3 (advisory(consider an advisory vote on the compensation of our named executive officers), are each matters that the Company believes will be considered“non-routine. “non-routine.” Accordingly, a broker or other nominee cannot vote without instructions on suchnon-routine matters. We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the annual meeting. Due to stock market rules, your broker will NOT be able to vote your shares with respect to the election of Directors if you have not provided directions to your broker. We therefore strongly encourage you to submit your Proxy and exercise your right to vote as a Stockholder. A Proxy may be revoked at any time prior to its exercise by giving written notice of the revocation thereof to Sherman Jung, Corporate Secretary, 9725 Industrial Drive, Bridgeview, Illinois 60455, by attending the meeting and electing to vote in person, or by properly submitting a duly executed Proxy bearing a later date. If you own shares in street name, you should ask your broker or bank for a legal proxy to bring with you to the meeting. If you do not receive the legal proxy in time, however, you will not be able to vote your shares at the meeting.
VOTING RIGHTS ANDAND REQUIREMENTS Voting Securities The securities entitled to vote at the Annual Meeting consist of all of our outstanding shares of common stock, no par value per share (“Common Stock”). The close of business on April 11, 20189, 2021 has been fixed by our Board of Directors as the record date. Only Stockholders of record as of the record date may vote at the Annual Meeting. As of April 11, 2018,9, 2021, there were approximately 16,668,98619,900,790 outstanding shares of Common Stock entitled to vote at the Annual Meeting. Each Stockholder will be entitled to one vote on each matter considered at the Annual Meeting for each outstanding share of Common Stock owned by such Stockholder as of the record date. Quorum The presence at the Annual Meeting of the holders of record of a number of shares of Common Stock and Proxies representing the right to vote shares of the Common Stock in excess ofone-half of the number of shares of the Common Stock outstanding and entitled to vote as of the record date (16,668,986(19,900,790 shares) will constitute a quorum for transacting business. Votes needed for Passage of Proposals The following voting standards apply for the proposals presented at the Annual Meeting: The director nominees receiving a plurality of the votes cast will be elected.elected; and The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 20182021 (Proposal 2), and the approval, by an advisory vote, of executive compensation (Proposal 3) each requires the affirmative vote of a majority of the votes cast at the meeting. | compensation (Proposal 3), each requires the affirmative vote of a majority of the votes cast at the meeting.
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Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Brokernon-votes will similarly have no effect on any proposal. Although the advisory vote on Proposal 3 isnon-binding, as provided by law, our boardBoard of Directors will review the results of the vote and will take them into account in making a determination concerning executive compensation.
PRINCIPAL STOCKHOLDERS The following table sets forth with respect to the beneficial ownership of our Common Stock by: (i) each person known by us to beneficially own more than 5% of our Common Stock; (ii) each Director and nominee for Director; (iii) each executive officer named in the Summary Compensation Table; and (iv) all of our executive officers and Directors as a group. Except as otherwise indicated, each Stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by such person. | Name and Address of Beneficial Owner(1) | | Number of Shares
Beneficially Owned(2) | | | Percentage of Common Stock
Beneficially Owned(2) | | | Number of Shares Beneficially Owned(2) | | | Percentage of Common Stock Beneficially Owned(2) | | 5% Stockholders | | | | | | | | | | | | | Terex Corporation(4) | | | 1,138,581 | | | | 6.83 | % | | Wealth Trust Axiom LLC(5) | | | 863,164 | | | | 5.18 | % | | Terex Corporation (3) | | | | 1,138,581 | | | | 5.72 | % | Tadano Ltd. (4) | | | | 2,927,802 | | | | 14.71 | % | Pacific Ridge Capital Partners (5) | | | | 1,077,747 | | | | 5.42 | % | Named Executive Officers and Directors | | | | | | | | | | | | | David J. Langevin | | | 880,137 | | | | 5.28 | % | | | 907,517 | | | | 4.56 | % | Steve Filipov | | | | 73,186 | | | * | | Ronald M. Clark | | | 42,142 | | | | * | | | | 67,107 | | | * | | Robert S. Gigliotti | | | 67,575 | | | | * | | | | 92,940 | | | * | | Frederick B. Knox | | | 25,142 | | | | * | | | | 50,107 | | | * | | Marvin B. Rosenberg | | | 56,975 | | | | * | | | | 85,940 | | | * | | Ingo Schiller (6) | | | | — | | | * | | Stephen J. Tober | | | 51,630 | | | | * | | | | 76,595 | | | * | | Steve Kiefer | | | 4,908 | | | | * | | | | 30,711 | | | * | | David H. Gransee | | | 50,521 | | | | * | | | Michael Schneider | | | 5,625 | | | | * | | | | | | | | | | All Directors and Officers as a Group (8 persons) | | | 1,129,540 | | | | 6.78 | % | | Joseph Doolan | | | | 3,300 | | | * | | All Current Directors and Officers as a Group (10 persons) | | | | 1,387,403 | | | | 6.97 | % |
(1) | Unless noted otherwise, the business address of each beneficial owner is 9725 Industrial Drive, Bridgeview, Illinois 60455. |
(2) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting and investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, each share of Common Stock subject to options held by that person that will become exercisable within sixty (60) days of April 11, 20189, 2021 is deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. These percentages were calculated using the 16,668,98619,900,790 shares of Common Stock outstanding on April 11, 2018.9, 2021. |
(4)(3) | Terex Corporation (“Terex”) filed a Schedule 13G with the SEC on January 7, 2015, which indicates that Terex is the beneficial owner of 1,108,156 shares of our Common Stock. Terex indicated in the 13G that it has the sole power to vote or to direct the vote of 1,108,156 shares of our Common Stock and the sole power to dispose or to direct the disposition of 1,108,156 shares of our Common Stock. |
| An additional 30,425 shares of our common stock were delivered to Terex on March 1, 2016 and has been added to the number of shares shown as beneficially owned per the 13G dated January 7, 2015. The Company believes that Terex has the sole power to vote or to direct the vote of the additional 30,425 shares of our Common Stock and the sole power to dispose or to direct the disposition of the additional 30,425 shares of our Common Stock. The business address of Terex is 200 Nyala Farm Road, Westport, Connecticut 06880. (4) | Based solely on an amendment to Schedule 13D filed with the SEC on March 23, 2021. Tadano Ltd. (“Tadano”) is the beneficial owner of 2,927,802 shares of our Common Stock. Tadano has the sole power to vote or to direct the vote of the additional 30,425 shares |
| of our Common Stock and the sole power to dispose or to direct the disposition of the additional 30,425 shares of our Common Stock. The business address of Terex is 200 Nyala Farm Road, Westport, Connecticut 06880.
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(5) | Based solely on a Schedule 13G filed with the SEC on January 31, 2018. Wealth Trust Axiom LLC (“Wealth Trust Axiom”) is the beneficial owner of 863,164 shares of our Common Stock. Wealth Trust Axiom has the sole power to vote or to direct the vote of 863,1642,927,802 shares of our Common Stock and the sole power to dispose or to direct the disposition of 863,1642,927,802 shares of our Common Stock. The business address of Wealth Trust AxiomTadano is 550 E Swedesford Road, Suite 110, Wayne, PA 19087.Ko-34, Shinden-Cho, Takamatsu, Kagawa 761-0185 Japan.
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(5) | Based solely on Schedule 13G filed with the SEC on February 11, 2021, Pacific Ridge Capital Partners, LLC is the beneficial owner of 1,077,747 shares of our Common Stock. Pacific Ridge Capital Partners, LLC has the sole power to vote or to direct the vote of 981,437 shares of our Common Stock and the sole power to dispose or to direct the disposition of 1,077,747 shares of our Common Stock. The business address of Pacific Ridge Capital Partners, LLC is 4900 Meadows Rd, Suite 320, Lake Oswego, OR 97035. |
(6) | Ingo Schiller is a director of Manitex and an employee of Tadano Ltd. (“Tadano”). He serves as a director of Manitex pursuant to Tadano’s right under the Securities Purchase Agreement, dated as of May 24, 2018, by and between Manitex and Tadano, to nominate one individual to serve on the Board of Directors of Manitex. All shares received by Mr. Schiller in connection with his service as a director of Manitex have been assigned to Tadano under the terms of Mr. Schiller’s arrangement with Tadano. As a result, Mr. Schiller disclaims any pecuniary interest in these shares. |
Equity Compensation Plan Information The following table provides information, as of December 31, 2017,2020, regarding the compensation plans under which our equity securities are authorized for issuance. We do not have any equity compensation plans that have not been approved by our Stockholders. | | | | | | | | | | | | | Plan category | | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a) | | | Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) | | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c) | | Equity compensation plans approved by Stockholders | | | 168,763 | (1) | | | n.a. | (2) | | | 363,656 | (3) |
Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | Equity compensation plans approved by Stockholders | | | 276,086 | | (1) | | n.a. | (2) | | | 455,615 | | (3) |
(1) | Represents outstanding restricted stock units and stock options issued under the Company’s former Second Amended and Restated 2004 Equity Incentive Plan and the 2019 Equity Incentive Plan. |
(2) | Outstanding restricted stock units reflected in column (a) vest based on award recipient’s continuous service with the Company and accordingly no exercise price is shown in column (b). |
(3) | Represents shares available for issuance under our Second Amended and Restated 20042019 Equity Incentive Plan. As of the record date, 326,660 shares were available for future issuance under the 2019 Equity Incentive Plan as 129,800 shares were granted and 845 shares were forfeited during the first quarter of 2021. |
MATTERS TO BE ACTED UPON
PROPOSAL 1: | ELECTION OF DIRECTORS |
PROPOSAL 1: ELECTION OF DIRECTORS
Directors The nominees for the Board of Directors are set forth below. Our bylaws provide for the annual election of Directors and grant the Board the power to set the number of Directors at no less than one (1) and no more than six (6)eight (8). The size of our Board is currently set at six (6)eight (8) Directors and each Director position will be filled by election at the Annual Meeting to be held on May 31, 2018.June 3, 2021. Six (6)Eight (8) persons have been nominated by the Board of Directors to serve as Directors until the 20192022 Annual Meeting of Stockholders. The Board of Directors recommends that each nominee, Ronald M. Clark, Steve Filipov, Robert S. Gigliotti, Frederick B. Knox, David J. Langevin, Marvin B. Rosenberg, Ingo Schiller and Stephen J. Tober, be elected to serve until the 20192022 Annual Meeting of Stockholders. Information on the background and qualification of the nominees is set forth below.
The Board knows of no reason why any nominee for Director would be unable to serve as a Director. In the event that any of them should become unavailable prior to the Annual Meeting, the Proxies will be voted for a substitute nominee or nominees designated by the Board of Directors, or the number of Directors may be reduced accordingly. In no event will the Proxies be voted for more than six (6)eight (8) persons. Pursuant to our Director Resignation Policy, in the event of an uncontested election, as is the case this year, any nominee for director who is a current director and receives less than a majority of the votes cast in person or by proxy at the Annual Meeting of Stockholders shall tender their resignation from the Board. While the Board does not believe that in each such case a director should necessarily leave the Board, this presents an opportunity for the Board, through its Committee on Directors and Board Governance, to consider the resignation offer. Vote Required The favorable vote of a plurality of the shares of Common Stock present in person or by proxy at the Annual Meeting is required for the election of each nominee for Director.THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW. NOMINEES FOR DIRECTOR Nominees to Serve Until the 20192022 Annual Meeting | Name | | Age | | | Director Since | | | Positions Held | | Age | | Director Since | | Positions Held | Ronald M. Clark | | | 70 | | | | 2010 | | | Director | | 73 | | 2010 | | Director | Steve Filipov | | | 52 | | 2019 | | Director and Chief Executive Officer | Robert S. Gigliotti | | | 69 | | | | 2004 | | | Director | | 72 | | 2004 | | Director | Frederick B. Knox | | | 77 | | | | 2013 | | | Director | | 80 | | 2013 | | Director | David J. Langevin | | | 67 | | | | 2006 | | | Director, Chairman and Chief Executive Officer | | 70 | | 2006 | | Director and Executive Chairman | Marvin B. Rosenberg | | | 77 | | | | 2006 | | | Director | | 80 | | 2006 | | Director | Ingo Schiller | | | 53 | | 2018 | | Director | Stephen J. Tober | | | 53 | | | | 2007 | | | Director | | 56 | | 2007 | | Director |
The following is information about the experience and attributes of the nominees for Director. The experience and attributes described below illustrate the reasons that these individuals were nominated forre-election to the Board. Ronald M. Clark, Age 70,73, joined our Board of Directors in 2010. In 2013, Mr. Clark was elected to the Board of Directors of Allianz Life Insurance Company of New York. Mr. Clark was the Chief Investment Officer of Allianz of America, Inc. from 2000 until he retired on December 31, 2011. From 1990 until 2000, Mr. Clark was the Chief Operating Officer for Allianz of America, Inc. In 2014 Mr. Clark was elected to the Boards of Directors of Allianz Life Insurance Company of North America and served on the Board of Directors at Fireman’s Fund
Insurance Company from 2014—2017. In January 2015, Mr. Clark was elected to the Board of Directors of San FranciscoAllianz Reinsurance Company.America, Inc. Mr. Clark has both a Bachelor of Science in Industrial Engineering and a Master of Business Administration in Finance and Real Estate from the University of Wisconsin. Mr. Clark is beingre-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: capital markets, strategy development, mergers and acquisitions, operations, and executive compensation. Steve Filipov, Age 52, has been a director and our Chief Executive Officer since September 2019. Prior to joining the Company, Mr. Filipov worked for Terex Corporation, a global manufacturer of construction and port equipment. He served as Group President, Global Cranes Segment, from November 2016 to August 2019, Group President and Chief Executive Officer, Terex Material Handling and Port Solutions AG from 2013 to August 2019, and in various other roles with Terex Corporation since 1995. Mr. Filipov is being re-nominated as a director because of his familiarity with Manitex’s business operations and strategy as our Chief Executive Officer and his extensive history of leadership experience in the industrial equipment industry, as well as because it is the Company’s traditional practice to have its Chief Executive Officer serve as a member of the Board. Robert S. Gigliotti, Registered,non-practicing CPA, CGMA (Certified Global Management Accountant), Age 69,73, joined our Board of Directors in 2004. Mr. Gigliotti was previously a tax and business development partner with Rehmann, a CPA and business consulting firm. Mr. Gigliotti retired on December 31, 2014 but continues to provide services as a consultant. Prior to its merger with Rehmann in 2005, Mr. Gigliotti was Managing Partner for the firm of Perrin Fordree & Company, P.C. in Troy, Michigan. Mr. Gigliotti was granted his Certified Public Accountant’s license in 1972 and joined the firm of Perrin, Fordree & Company, P.C. in 1976 after six years in the tax department of the Detroit office of Arthur Andersen & Company. His specialties include estate and financial planning, mergers and acquisitions, and corporate taxation. Mr. Gigliotti has a Bachelor Degree in Business from Alma College. He is a life member of both the American Institute of Certified Public Accountants and the Michigan Association of Certified Public Accountants. Mr. Gigliotti is beingre-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, accounting and finance, tax, merger and acquisitions and executive compensation. Frederick B. Knox,Age 77,80, joined our Board of Directors in September 2013. Mr. Knox has managed, operated and led numerous merger and acquisitions in large scrap and other metal business.businesses. Currently, Mr. Knox provides consulting services to the scrap industry. From 2008 until April 1, 2015, Mr. Knox served as a Vice President and Chief Operating Officer of Mercer Company/Scholz .Scholz. Mr. Knox was one of the original founders of Mercer Company, a company that was formed in 1986. Mr. Knox was a Vice President of the Mercer Company from its inception and also became its Chief Operating Officer in 1994. Mr. Knox held the position of Vice President and Chief Operating OfficeOfficer for the Mercer Company until the Company was sold in 2008. Earlier in his career, Mr. Knox held various positions at Warren Scrap, Whittaker Corp., Rainbow Metals and Blaw Knox Corporation. Mr. Knox has his Bachelor of Sciences degree in Metallurgical Engineering from The Ohio State University. Mr. Knox is beingre-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: strategy development, mergers and acquisitions, and operations. David J. Langevin,Age 67,70, has been theour Executive Chairman since September 2019, and was previously Chairman of our Board of Directors and our Chief Executive Officer sincefrom July 2006.2006 until September 2019. Mr. Langevin was the Chairman and Chief Executive Officer of Manitex, Inc., a leading provider of engineered lift solutions (and one of our subsidiaries), from 2003 until joining our company. Mr. Langevin has a Bachelor of Science from Illinois State University and a Master of Business Administration from DePaul University. In addition to his industry experience and expertise, Mr. Langevin is beingre-nominated as a Director because, it isamong his other qualifications, he possesses experience and/or expertise in the Company’s traditional practice to have its Chief Executive Officer serve as a memberfollowing areas: Manitex business knowledge, knowledge of the Board.Manitex’s industry and market, manufacturing, distribution, mergers and acquisitions, and executive compensation. Marvin B. Rosenberg,Age 77,80, joined our Board of Directors in 2006. Mr. Rosenberg was previously Senior Vice President, General Counsel and a Director of Terex Corporation, a publicly-traded company principally engaged in the manufacture and sale of heavy equipment. Mr. Rosenberg retired from Terex Corporation in 1997 and retired from its Board of Directors in 2002. He was also a Director of Fruehauf Trailer Corporation from 1992 to 1996. Mr. Rosenberg holds a Bachelor of Science degree from the State University of New York at Stony Brook and
a Juris Doctor degree from New York University School of Law. Mr. Rosenberg is beingre-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, manufacturing, distribution, mergers and acquisitions, and executive compensation. Ingo Schiller,Stephen J. Tober, Age 53, joined our Board of Directors in 2018. Mr. Schiller is currently President and Chief Executive Officer at Tadano America Corporation. From January 2008 to April 2016 Mr. Schiller held various executive positions at Manitowoc Cranes, where he was responsible for tasks such as new product development planning, leading the Global Crane Care Division, and managing the Global Marketing Team through the Bauma, ConExpo-Con/Agg, and Bauma China trade fairs. Mr. Schiller currently serves on the Specialized Carriers and Rigging Association’s Board of Directors, is the 2019 Chair of the Crane and Rigging Group, and is a former Chairman of the Allied Group Governing Committee. He also served on the Association of Equipment Manufacturer and Construction Equipment Sector Board. Mr. Schiller holds a Master of Business Administration degree from George Mason University and a Bachelor of Science degree in Mechanical Engineering from the University of Virginia. Mr. Schiller is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, manufacturing, distribution, mergers and acquisitions, and executive compensation. Stephen J. Tober, Age 56, joined our Board of Directors in 2007. SinceMr. Tober is currently the Chief Executive Officer of Perspectus LLC.From January 2019 to December 2019, Mr. Tober served as President of Tiber Health Corporation, a healthcare education company operating medical and health science schools. From April 2012 to May 2018, Mr. Tober has served as Chief Executive Officer of Career Step, LLC, an online school offering career focused education and corporate training. From April 2009 to March 2012, Mr. Tober was the Chief Executive Officer of American InterContinental University and President of AIU Online, a Career Education Corporation school. From October 2008 until April 2009, Mr. Tober served as Chief Operating Officer of American InterContinental University. From April 2007 until September 2008, Mr. Tober served as the Managing Director and head of the Corporate and Business Services Group of ThinkEquity Partners, LLC, and a boutique institutional investment firm. Mr. Tober has a Bachelor of Arts from Amherst College and a Juris Doctor from the University of Virginia School of Law. Mr. Tober is beingre-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, finance and capital markets, operations management, mergers and acquisitions, strategy development, and executive compensation. Executive Officers of the Company who are not also Directors Steve Kiefer, Age 5154, has served as President and Chief Operating Officer since December 2017. Mr. Kiefer was our President, North America from September 2017 to December 2017, Executive Vice President of Sales & Marketing from January 2016 to DecemberAugust 2017, and President of Manitex Sabre (one of our former subsidiaries) during 2015. Prior to joining our company, Mr. Kiefer held various general management, sales & marketing and new product development positions with Eaton Corporation, Hendrickson International, Intellitec Products and Pettibone Heavy Equipment Group.Group, most recently serving as Vice President of Sales, Marketing and Business Development for the Pettibone Heavy Equipment Group from 2010 to April 2015. Mr. Kiefer has his Bachelor of Science in Mechanical Engineering from Valparaiso University, and his Master of Business Administration from Western Michigan University. Joseph Doolan, Sherman Jung, Age 50,57, has served as PrincipalChief Financial Officer Principal Accounting Officer and Secretary of the Company since February 2018. Mr. Jung has been our Vice President of Financial Reporting since January 2018 and Director of Financial Reporting from 2013 to January 2018.October 2020. Prior to joining our company, Mr. Doolan served as a consultant for Rank Group from 2019 to 2020. From 2016 to 2019, Mr. Doolan served as the Company, Mr. Jung held various accounting positions. His most recent position before joining the Company was at Nanophase Technologies whereVice President – Finance of Fram Group Holdings Inc., a supplier of a broad range of automotive products. From 2012 to 2016, he served as the Corporate Controller.Vice President – Finance of UCI-FRAM Inc., a manufacturer of aftermarket auto parts. Mr. Doolan has his Bachelor of Science and a Masters in Accountancy from DePaul University and a Masters of Financial Markets and Trading from Illinois Institute of Technology.
Board Leadership Structure and Role in Risk Oversight Mr. Langevin serves as both the Executive Chairman of our Board of Directors of our company and theMr. Filipov serves as our Chief Executive Officer of our company.Officer. We have determined that this leadership structure is appropriate because: Separate Executive Chairman and Chief Executive Officer roles allows the Executive Chairman to focus on key strategic issues, Board leadership and communication and the Chief Executive Officer to be able to focus on the day-to-day business and affairs of the Company; It promotes unified leadership and direction for our company;Company; It allows for a single, clear focus for management to execute our company’sCompany’s strategic initiatives and business plans; The Chief Executive OfficerChairman is in the best position to chair Board meetings and to ensure that the key business issues and risks facing our companyCompany are brought to the Board’s attention; and We believe that we can more effectively execute our strategy and business plans to maximize stockholder value if the Executive Chairman of the Board is also a member of the management team. We do not currently have a lead independent director. Risk Oversight Our Board of Directors has oversight responsibility for the Company’s risk management process. The Board administers its oversight function through its committees but retains responsibility for general oversight of risks. The committee chairs are responsible for reporting findings regarding material risk exposure to the Board as quickly as possible. The Board has delegated to the Audit Committee oversight responsibility to review our major financial risk exposures and management’s financial risk management process, including the policies and guidelines used by management to identify, assess and manage the Company’s exposure to financial risk. Our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Policy on Hedging of Shares The Company’s Insider Trading Policy does not allow employees, officers, directors or anyone associated with the Company to engage in hedging transactions with respect to their shares. Although not limited to these specific types of transactions, under the Company’s policy both short sales and trading in options are specifically prohibited. Board of Directors Meetings and Committees The Board of Directors manages and directs the management of the business of our company. During the fiscal year ended December 31, 2017,2020, there were fivefour meetings of the Board of Directors. All of our Directors attended all of the meetings of the Board of Directors. One DirectorAll our Directors on the Audit Committee did not participateparticipated in one of the fivefour Audit Committee meetings held during the year. All ofour Directors on the DirectorsCompensation Committee attended the twothree Compensation Committee meetingmeetings held during the year. Except as noted above, allAll Committee members participated in all the Committee meetings on which they served. Our Directors are expected to attend Annual Meetings of Stockholders except where attendance is impractical due to illness or unavoidable scheduling conflicts. The 20172020 Annual Meeting of Stockholders was attended by all of our then-current Directors. The Board has established three (3) standing committees—the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance. The principal functions of these committees are briefly described below. The charters of the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance Committees are posted in the “Investor Relations” section of our website, www.manitexinternational.com, and paper copies will be provided upon request to the office of the Corporate Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455.
Corporate Governance Director Independence The Board of Directors has determined that fivesix of our sixeight directors are independent under NASDAQ Rule 5605(a)(2). These independent directors are: Ronald M. Clark, Robert S. Gigliotti, Frederick B. Knox, Marvin B. Rosenberg, Ingo Schiller and Stephen J. Tober. Each of the directors serving on the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance are also independent under the NASDAQ independence standards applicable to members of such committees. In evaluating Mr. Rosenberg’s independence, the Board considered the consulting relationship between Mr. Rosenberg and the Company and concluded that such relationship did not adversely affect Mr. Rosenberg’s independence from management. Compensation Committee In general, the Compensation Committee reviews and makes recommendations regarding the compensation of our executive officers and certain other management staff. In addition, our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Compensation Committee approves the compensation of the Company’s named executive officers. The committee also approves bonus and equity awards and establishes performance objectives. The Compensation Committee evaluates the performance of our Chief Executive Officer and determines his compensation based on this evaluation. With respect to the other named executive officers, the committee considers the Chief Executive Officer’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officers is subject to the final approval of the committee. The current members of the Compensation Committee are Ronald M. Clark (Chairman), Robert S. Gigliotti, Frederick B. Knox, and Stephen J. Tober. The members of the Compensation Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2). The Compensation Committee members met twicewith all our Directors three times during the year ended December 31, 2017. Audit Committee The Audit Committee, which was established in accordance with sectionSection 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, assists the Board in monitoring (1) the integrity of our financial statements; (2) the independent auditor’s qualifications and independence; (3) the performance of our internal control function and independent auditors; and (4) our compliance with legal and regulatory requirements. In addition, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The current members of the Audit Committee are Ronald M. Clark, Robert S. Gigliotti (Chairman), Frederick B. Knox and Stephen J. Tober. The members of the Audit Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2), NASDAQ Rule 5605(c)(2)(A), and Rule10A-3 as promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that Mr. Gigliotti is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of RegulationS-K. The Audit Committee met fivefour times during the year ended December 31, 2017.2020. Meetings of Non-Employee Directors The non-employee directors of the Board of Directors typically meet in executive session without management present either prior to or immediately following each scheduled Board Meeting, and as otherwise needed. When the non-employee directors of the Board of Directors or respective committees meet in executive session without management, a temporary chair is selected from among the directors to preside at the executive session.
Communication with the Board of Directors Correspondence for any member of our Board of Directors may be sent to such Director’s attention: c/o Corporate Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455. Any written communication will be forwarded to the Board of Directors for its consideration. Committee on Directors and Board Governance The Committee on Directors and Board Governance reviews the performance of our Directors, makes recommendationsrecommends nominees for new Directors,election or reelection to the Board, and evaluates and makes recommendations regarding our governance practices. The Committee on Directors and Board Governance will consider nominees recommended by Stockholders provided such recommendations are made in accordance with the procedures described in this Proxy Statement below under “Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees” and under “Stockholder Proposals.” In addition, our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. The current members of the Committee on Directors and Board Governance are Ronald M. Clark and Robert S. Gigliotti. The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2017,2020, however, the committee met with the entire Board to consider certain matters.matters, including the nomination of Directors, and presented their recommendations to the Board. Principal Functions The principal functions of the Committee on Directors and Board Governance are to: Consider and recommend to the Board qualified candidates for election as directors of our company; Periodically prepare and submit to the Board for adoption the Committee’sCommittee on Directors and Board Governance selection criteria for director nominees; Recommend to the Board and management a process for new Board member orientation; Consider matters of corporate governance and Board practices and recommend improvements to the Board; Review periodically our articles of incorporation and bylaws in light of statutory changes and current best practices; Review periodically the charter, responsibilities, membership and chairmanship of each committee of the Board and recommend appropriate changes; Review Director independence, conflicts of interest, qualifications and conduct and recommend to the Board removal of a Director when appropriate; and Annually assess the Committee’sCommittee on Directors and Board Governance’s performance. Nominating Procedures The Board has adopted membership guidelines that outline the desired composition of the Board and the criteria to be used in selecting directors. These guidelines provide that the Board should be composed of directors with a variety of experience and backgrounds, who have high-level managerial experience in a complex organization and who represent the balanced interests of stockholders as a whole rather than those of special interest groups. Other important factors in Board composition include diversity, age, international background and experience and specialized expertise. A significant majority of the Board should be Directors who are not our past or present employees or significant stockholders, customers or suppliers. In considering candidates for the Board, the Committee on Directors and Board Governance considers the entirety of each candidate’s credentials and does not have any specific, minimum qualifications that must be met by
a Board nominee. The Committee on Directors and Board Governance is guided by the composition guidelines set forth above and by the following basic selection criteria: highest character, integrity and experience. The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director that are made in accordance with the procedure set forth below. The committeeCommittee on Directors and Board Governance will apply the same criteria to all candidates it considers, including any candidates submitted by stockholders. The committee evaluates each incumbent director to determine whether he or she should be nominated to stand forre-election, reelection, based on the types of criteria outlined above as well as the director’s contributions to the boardBoard of Directors during their current term. The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2017, however, the committee met with the entire Board to consider certain matters, including the nomination of Directors, and presented their recommendations to the Board. Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director. The names of suggested nominees, together with the information set forth below, should be submitted for consideration in accordance with the directions for proposals to be considered for inclusion in the Company’s proxy materials described in the section below entitled “Stockholder Proposals.” Timely nominations will be considered but may not be part of the slate nominated by our Board of Directors and, accordingly, would not be included in our proxy materials. In order to be a valid submission for recommendation to the Committee on Directors and Board Governance for a potential nominee, the form of recommendation must set forth: Biographical information about the candidate and a statement about his or her qualifications; Any other information required to be disclosed about the candidate under the Securities and Exchange Commission’s proxy rules (including the candidate’s written consent to being named in the proxy statement and to serve as a director, if nominated and elected); and The names and addresses of the stockholder(s) recommending the candidate for consideration and the number of shares of our common stock beneficially owned by each. COMPENSATION OF EXECUTIVE OFFICERS
Compensation Committee Report on Executive Compensation
The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on that review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Ronald M. Clark
Robert S. Gigliotti
Frederick B. Knox
Stephen J. Tober
COMPENSATION DISCUSSION AND ANALYSIS
Overview
The Compensation Committee of the Board of Directors (the “Compensation Committee”) reviews and approves the compensation for our four executive officers, consisting of our Chief Executive Officer, Chief Operating Officer, and former Chief Financial Officers (the “Named Executive Officers” or “NEOs”). The Compensation Committee is composed entirely of Directors who are neither executive officers nor employees of our Company. In addition, the Compensation Committee recommends grants under our Second Amended and Restated 2004 Equity Incentive Plan and oversees the administration of other compensation plans and programs. This process is to ensure that compensation programs achieve the desired goals of aligning the executive compensation structure with the company’s stockholders’ interests and current market practices.
The successful execution of our business strategy depends on our ability to attract, motivate, reward, and retain executive talent with the skills to foster innovative product and service development and grow the business internationally in markets with the greatest opportunity. Our executive compensation program is designed to support this strategy by:
attracting and retaining key executive talent by offering a competitive compensation program;
motivating executive actions that lead to sustained superior performance; and
aligning executive compensation with returns delivered to shareholders.
In particular, the Committee retains and exercises discretion and judgement as to the amounts awarded to NEOs notwithstanding the calculations and amounts determined under the approved plans, in order to adjust compensation to achieve the desired goals of alignment, particularly with reference to rapidly changing market conditions and other performance factors. This discretion may result in compensation payments both higher and lower than that determined from the approved compensation plans. The table below provides information for Fiscal years 2013 to 2017. In the year performance exceeded Target (2013), payments to NEOs were reduced from the calculated amounts under the plans by 30% of salary. In 2014, performance was 92% of Target with a calculated payout of 0%. A discretionary award, particularly recognizing the strategic contributions expected from the ASV acquisition, of 50% of salary was made for 2014. In 2015, performance was 80.5% of Target with a calculated payout of 80.5% of salary. An actual payout of 0% was made. However, a discretionary award of 50%, particularly recognizing the strategic acquisition of PM Group, was made. In 2016, the markets we serve were significantly depressed and it could be anticipated that results for 2016 would be below those reported for 2015. As result, it was determined that performance bonuses would not be paid for 2016. In 2017, priorities to reduce costs, decrease working capital and pay down debt remained. Given these priorities and the fact that the markets served remained depressed in 2017, it was decided that no bonuses would be paid in 2017 and thus, no bonus plan targets or criteria were established for 2017.
| | | | | | | | | | | | | | | | | | | | | | | | Actual
Performance v
Target | | | Plan Calculated
Payout (% of
January 1st
salary) | | | Actual Payout
Under
Plan (%
of salary) | | | Discretionary
Award | | | Average Annual
Salary Increase for
NEOs (as a % of
prior year annual
salary) | | 2017 | | | 0 | % | | | n.a. | | | | 0 | % | | | 0 | % | | | 0 | % | 2016 | | | 0 | % | | | n.a. | | | | 0 | % | | | 0 | % | | | 0 | % | 2015 | | | 80 | % | | | 80 | % | | | 0 | % | | | 50 | % | | | 7.5 | %* | 2014 | | | 92 | % | | | 0 | % | | | 0 | % | | | 50 | % | | | 3.0 | % | 2013 | | | 112 | % | | | 130 | % | | | 100 | % | | | 0 | % | | | 4.0 | % |
* | Reflecting near doubling of size of Company with addition of ASV and PM Group.
|
Overview of 2017 Business Results and Performance-Based Compensation
As we entered 2017, a number of the markets that the Company serves remained depressed. The market for boom trucks continued to improve throughout the year but remained below normal levels. The demand for knuckle boom cranes was up modestly in all the markets that PM sells into except for the Middle East. The demand from the Middle East market was consistent with the prior year but remains significantly depressed. During 2017, demand was the strongest from Western and North Europe which are PM’s largest markets. Although there was growth in the other PM markets, the demand from these markets had not returned to earlier levels.
As a result, our priorities remained consistent with 2016: cost reductions, decrease working capital, potentially sellingnon-core operations and to pay down debt. The effort to generate sales by strengthening our sales function remained, looking to new markets and in particular to increase PM North American market penetration. In this environment, Management and the Board determined that it was not appropriate to pay bonuses to NEOs. As it was decided not to pay bonuses in 2017 (outside of discretionary bonuses paid to individuals before they were promoted to NEO position later in 2017), no bonus plan targets or criteria were established for 2017.
Compensation Philosophy and Objectives
In making decisions with respect to compensation for our NEOs, the Compensation Committee is guided by the following objectives:
Our compensation program should be comprehensive, consisting of base salary, annual incentives, long term incentives and benefits, designed to support our objective of providing superior value to shareholders and customers;
Our compensation program should be designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long term results; and
Our business success depends on our ability to attract and retain executive talent through competitive compensation programs.
The Compensation Committee’s Role
Our compensation program is administered by the Compensation Committee.Executive COMPENSATION
The Compensation Committee establishes performance objectives for the Chieffollowing is a discussion and analysis of compensation arrangements of our Named Executive Officer (“CEO”)Officers or “NEOs.” This discussion contained forward-looking statements that are based on our annual business plancurrent plans, considerations, expectations and long term strategic goals approved by the Board of Directors. Progress against these goals is monitored by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually, with input to the evaluationdeterminations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from all independent Directors. The Compensation Committee also considers market data from independent sources, comparisons of our performance to our peers, strategic achievements during the year, suchcurrently planned programs as acquisitions and their integration into our business, and value-creating divestitures. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Annual Incentive Plan and awards under our long term incentive program. The Compensation Committee has regularly-scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present. All aspects of the CEO’s compensation are approved by the Compensation Committee, which is comprised solely of independent Directors.summarized in this discussion. The Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long term incentive program awards and similar arrangements for the other NEOs in the Summary Compensation Table below after receiving recommendations from our CEO. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, including the CEO.
The Compensation Committee’s composition is described in more detail in this proxy statement under the section above entitled “Corporate Governance—Compensation Committee.”
Compensation Committee Advisors
The Compensation Committee has the authority under its charter to engage the services of outside consultants, to determine the scope of the consultants’ services, and to terminate such consultants’ engagement. In 2017, the Committee did not engage the services of any outside consultants.
Management’s Role in the Compensation-Setting Process
Our management is involved in the following executive compensation processes:
The COO and CFO develop and oversee the creation of background and supporting materials for distribution to the Compensation Committee prior to its meetings;
The CEO and COO attend all Compensation Committee meetings but as stated above, do not participate in executive sessions of the Committee;
The CEO annually presents and makes recommendations to the Compensation Committee relating to annual incentives and long term incentive plan designs and changes, if warranted;
The CEO recommends to the Compensation Committee base salary, target annual incentive and target long term incentive adjustments for all executives, excluding the CEO;
Both the COO and the CFO and Company Secretary receive executive session decisions, actions and underlying rationale for implementation, as appropriate, following the Committee’s executive sessions; and
The CEO regularly consults with and briefs the Compensation Committee chairman between scheduled Compensation Committee meetings.
Elements of Our Compensation Program for Named Executive Officers
Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:
| | | | | Element of Compensation Program
| | Description
| | Key Objectives Promoted
| Annual Compensation
| | | | | | | | Salary | | Fixed annual compensation paid in accordance with our regular payroll procedures during the year.
| | Designed to be market competitive and enable us to attract and retain talented executives.
| | | | Annual Incentive (“AI”) | | Variable compensation based on performance achieved againstpre-established goals during aone-year period.
| | Designed to motivate and reward achievement of financial, operational and strategic business goals.
| | | | Restricted Stock or Restricted Stock Units | | Payment in kind for proportion of AI award. Shares of restricted stock or restricted stock units (“RSUs”) (which directly mirror the value of our stock) which represent between 0% and 20% of each participant’s Annual Incentive award.
| | Designed to retain executives and align their interests with those of our shareholders.
| | | | Long Term Compensation
| | | | | | | | Restricted Stock or Restricted Stock Units | | Discretionary grant of shares of restricted stock or restricted stock units (“RSUs”) (which directly mirror the value of our stock) up to a maximum of 20,000 units as defined in the 2004 Equity Incentive Plan rules. Grants generally vest 33% per year commencing on the first anniversary of the grant.
| | Designed to motivate and reward achievement of long term operational and strategic business goals, align pay with performance and drive long term shareholder value.
| | | | Other Compensation Elements
| | | | | | | | Qualified Deferred Compensation | | A 401(k) retirement savings plan that enables employees to defer a portion of their compensation. The Plan allows the Company the discretion to make matching contributions. During 2017, the Company matched dollar for dollar participants’ contributions up to 3% of the participants’ gross income and a 50% match on the next 2% of gross income.
| | Designed to be market competitive to enable us to attract and retain talented employees.
| | | | After-tax Life Insurance Plan | | A Life Insurance plan into which the Company makes taxable contributions while the employee is in service that provides distributions to the employee in retirement.
| | Designed to be market competitive and enable us to attract and retain talented employees.
| | | | Severance Protection(pre- Change in Control) | | Severance protection providing severance equal to two years of salary and health benefits.
| | Designed to be market competitive and enable us to attract and retain talented employees.
|
| | | | | Element of Compensation Program
| | Description
| | Key Objectives Promoted
| | | | Severance Payments and Benefits after a Change in Control | | Severance protection providing severance equal to a multiple of salary and actual bonus in the event of a termination without Cause by us or for Good Reason by the Executive following a Change in Control.
| | In addition to the Severance Protections above, designed to promote executive neutrality toward Change in Control transactions that may pose an employment risk, as well as retain executives through a Change in Control transaction.
| | | | Perquisites | | Personal benefits provided to the executive
| | Designed to be market competitive and facilitate the executives’ attention to the business.
|
Executive Compensation Policies and Practices
Our Target Labor Market
In administering the compensation program, the Compensation Committee relies on market information provided periodically at its request. For evaluating compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete.
Historically, we have used a peer group for evaluating compensation. The peer group incorporates companies that are identified by NASDAQ as our peer group as well as public industrial companies of closest comparable size to us (generally at least twice our size in terms of revenue, primarily due to a lack of suitable peers that are closer to us in size), which typically have significant employee populations in manufacturing, product engineering and sales.
In evaluating executive compensation, the Compensation Committee takes into account the relative size of the companies in the peer group. The Compensation Committee compares the NEOs’ compensation to the mean and median of the peer group.
In addition, we also consider data from compensation surveys published by leading compensation consulting and advisory firms. The analysis of both the peer group and published surveys includes base salary, annual bonus, long term compensation and total compensation. During 2017, the Committee determined to not update its review from the last analysis that was completed for 2014 of comparative compensation. It was decided not to update the analysis as NEOs base salaries were not adjusted in 2017 (outside of salary increases for individuals promoted into NEO positions during 2017 or decreases for those no longer holding NEO positions during 2017)
and no annual incentive awards were granted. Additionally, the policy for long-term compensation, i.e., restrictive stock awards was consistent with past practice.
Our Target Pay Mix
The total compensation package for our executive officers consists of base salary, annual incentives, long term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our shareholders, and our own subjective assessment of individual executives’ performance, growth and future potential.
We have chosen a target mix of base salary, annual incentives and long-term incentives that generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices and circumstances.
We believe the current target pay mix achieves several important objectives: it supports a strongpay-for-performance culture; it balances the focus on annual and long-term objectives in support of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance; and it achieves favorable tax outcomes with respect to compensation.
The following table shows the dollar values and pay mix percentages of our 2017 Target direct pay opportunities for our NEOs:
| | | | | | | | | | | Executive Officer
| | Base Salary | | Cash Amount of
Annual Incentive
Target Opportunity | | Total Cash
Compensation
Target Opportunity | | Long Term
Incentive Target
Opportunity(1) | | Total Target Pay
Opportunity | D. J. Langevin
Chairman & CEO
| | $433,836
76%
| | $—
0%
| | $433,836
76%
| | $134,400
24%
| | $568,236
100%
| Steve Kiefer
President & COO
| | $250,000(2)
65%
| | $—
0%
| | $250,000
65%
| | $134,400
35%
| | $384,400
100%
| Michael Schneider
Former CFO, Treasurer & Secretary
| | $190,000
59%
| | $—
0%
| | $190,000
59%
| | $134,400
41%
| | $324,400
100%
| D.H. Gransee
Former CFO & Treasurer
| | $242,991(3)
64%
| | $—
0%
| | $242,991
36%
| | $134,400
36%
| | $377,391
100%
|
(1) | Long term incentive target opportunity is calculated assuming the Company awards 70% of the maximum (20,000 RSU) discretionary award for a year, with a three-year vesting schedule, together priced at the closing stock price of $9.60 on December 29, 2017.
|
(2) | This represents the employee’s base salary as the date he became an NEO.
|
(3) | This represents the employee’s base salary while he was an NEO.
|
Factors Considered in Making Compensation Decisions
Actual compensation levels are a function of Company and individual performance as described under each specific compensation element below. When making pay decisions, the Compensation Committee considers the competitiveness of individual elements of compensation, as well as the aggregate sum of base salary, annual incentives and the expected value of long term incentives (determined at grant) for an executive officer. Awards are generally prorated if a NEO is promoted during the year, based on the timing of the promotion. The Compensation Committee may also consider salary increase history, past bonus awards and past equity awards as context in understandingyear-to-year changes in compensation and retention effect of prior awards. Under the Annual Incentive Plan awards are determined based upon target values established for each of the NEOs and then
adjusted upon comparison of actual performance topre-established criteria. The Compensation Committee retains the discretion to decrease the size of individual awards in situations where an executive officer’s individual performance falls below expectations. Final decisions on any major element of compensation, as well as total compensation for executive officers, are made by the Compensation Committee. Our Compensation Committee is comprised entirely ofnon-employee Directors and our CEO does not participate in discussions related to his compensation when presented to the Board of Directors.
The compensation program is generally applied consistently to NEOs. Any exceptions are noted throughout this report.
The Compensation Committee’s Position on Compensation and Excessive Risk
In establishing the structure and levels of compensation, the Compensation Committee has been mindful of the potential for risk taking by management to achieve certain target or above target incentives. The Compensation Committee has sought to balance fixed and variable compensation, short- term and long-term compensation, the performance metrics used in determining incentive compensation and the level ofin-service and post-retirement benefits to mitigate against unnecessary or excessive risk taking. Additionally, the Company has adopted policies and programs which encourage management not to take excessive risks including establishing a minimum Earnings Before Interest Taxes Depreciation & Amortization (EBITDA) trigger, which must be satisfied before any payouts can be made under the Annual Incentive Plan;
Components of Compensation
Base Salary
Base salary provides a fixed amount of compensation appropriate to attract and retain key executives and to underpin the cyclicality of our business that can cause fluctuations in variable compensation from year to year. The Compensation Committee reviews base salaries on an annual basis, recommends and approves adjustments for NEOs. Salary adjustments are based on an assessment of the individual executive’s performance and our goal of achieving market parity with the salaries of executives in the competitive market, recognition of promotion or other increases in responsibility, the scope of the executive’s role relative to our other executives, and the general economic environment impacting the Company. History of salary increases and temporary decreases may also be reviewed and considered.Mid-year adjustments are considered when there is a significant change in the executive’s role or responsibility.
The Compensation Committee has recommended that any adjustments to salary for an executive officer will depend upon an annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each segment of our business that such executive officer oversees, as well as his or her contributions to our overall direction. Long term growth in shareholder value is an important factor. The results of executive officers’ performance evaluations, as well as their demonstration and support of the Company’s values, including strong ethics, leadership style, and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, future adjustments in base salaries of our executive officers. It was determined that it was not appropriate to increase base salaries in 2017 for recurring NEOs given Company performance. Base salary increases were approved by the Compensation Committee for individuals promoted to NEO positions during 2017.
FY 2017 Base
| | | | | | | | | | | | | | | | | Executive Officer | | FY 2016
Base Salary | | | Salary Adjustments | | | FY 2017
Base Salary | | | Percentage
Increase | | D.J. Langevin
Chairman & CEO | | $ | 433,836 | | | $ | — | | | $ | 433,836 | | | | 0.0 | % | Steve Kiefer,
President & COO | | | | | | | | | | $ | 250,000 | | | | | | Michael Schneider
Former CFO, Treasurer & Secretary | | | | | | | | | | $ | 190,000 | | | | | | D.H. Gransee
Former CFO & Treasurer | | $ | 242,991 | | | $ | (42,991 | ) | | $ | 200,000 | | | | (17.7 | )% |
Annual Incentive Plan
The purpose of the Annual Incentive Plan is to attract, motivate, reward, and retain highly qualified executives on a competitive basis and provide annual financial incentives that promote Company success.
At the beginning of each year, our Compensation Committee approves the key measures or “Drivers” for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board of Directors to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate. Drivers and targeted performance levels are based on the Board of Directors’ assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors, and are intended to be challenging, but achievable with significant and effective effort. The Board of Directors reviews auditedyear-end results to determine whether targeted performance levels have been met. The Board of Directors retains discretion to increase, cap, reduce, or eliminate payments under the Annual Incentive Plan.
The Board of Directors also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target, and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The total aggregate payout to any NEO for any given AI plan is also determined.
Typically, annual incentive awards have target payout as shown below:
| | | | | Driver Performance Level
| | Payout Percentage
(to be multiplied by weight for each
Driver) | | Maximum Performance Level (or higher)
| | | 150 | % | Target Performance Level
| | | 100 | % | Threshold Performance Level
| | | 70 | % | Below Threshold Performance Level
| | | 0 | % |
Fiscal Year 2017 Annual Incentive Plan Design
As we stated above, during 2017 the markets we serve continued to be depressed. As such, it could be anticipated that results for 2017 would continue to be below levels desired levels. Our priorities for 2017 remained to reduce cost, decrease working capital, potentially sellingnon-core operations and to pay down debt. Furthermore, the effort to generate sales by strengthening our sales function continued, looking to new markets and in particular to increase PM North American market penetration. As one of the Company’s major priorities for 2017 continued to be cost reductions, Management and the Board determined it was not appropriate to pay bonuses in 2017. As it was decided not to pay bonuses in 2017 (outside of discretionary bonuses paid to individuals before they were promoted to NEO positions later in 2017), no bonus plan targets or criteria were established for 2017.
The below table shows that Company was not planning and did not make any incentive awards payments in 2017 (outside of discretionary bonuses paid to individuals promoted to NEO positions in 2017):
| | | | | | | | | | | | | | | | | Executive Officer | | Annual Incentive Target
% of Base Salary | | | Annual Incentive
Actual Payout
% of Target Award | | | Annual Incentive
Actual Payout
% of Base Salary | | | Annual Discretionary
Actual Payout
% of Base Salary | | D.J. Langevin
Chairman & CEO | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % | Steve Kiefer
President & COO | | | 0 | % | | | 0 | % | | | 0 | % | | | 60 | % | Michael Schneider
Former CFO, Treasurer & Secretary | | | 0 | % | | | 0 | % | | | 0 | % | | | 50 | % | D. H. Gransee
Former CFO & Treasurer | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Long-Term Incentives
The objectives of our long-term incentive program are to:
Link executive compensation and our long-term performance;
Better align key employees with our business strategies and with our shareholders’ interests; and
provide opportunity for long term compensation that is competitive with peer companies and sufficient to attract and retain executive talent to effectively manage our business objectives.
In developing target levels for long term incentive compensation for NEOs in conjunction with our current equity-based compensation strategy, the following factors were considered:
The impact of the NEOs’ roles within our Company; and
The cost and share usage associated with the proposed plan.
Target long term incentives as a percentage of salary are as follows:
| | | | | Executive Officer
| | Long Term Incentive Target
(% of Base Salary) | | D. J. Langevin
Chairman and CEO
| | | 0 | % | Steve Kiefer
President & COO
| | | 0 | % | Michael Schneider
Former CFO, Treasurer & Secretary
| | | 0 | % | D.H. Gransee
Former CFO & Treasurer
| | | 0 | % |
The target long term incentive mix for our NEOs normally consists of two elements. First, a payment of a proportion 15% of the Annual Incentive Award made in restricted stock and second, a discretionary grant of restricted stock units from the 2004 Equity Plan, equivalent to a target of 70% of the maximum permissible award under the Plan rules. Based on 2016 performance, management and the Board determined that it was not appropriate to pay bonuses to NEOs. As it was decided not to pay bonuses in 2017 (outside of discretionary bonuses paid to individuals promoted to NEO positions in 2017), no bonus plan targets or criteria were established for 2017. Dollar values for the discretionary grant of RSUs are calculated from share numbers based on an estimate of expected share value at the time of the initial grant.
The following tables summarize the equity granted as part of the NEOs’ annual compensation for 2017, compared to the Target.
| | | | | | | | | | | | | | | | | | | | | Executive Officer | | Total Target
Number of RSUs | | | AI RSUs
Granted | | | AI Discretionary
RSUs Granted | | | LTIP Discretionary
RSUs Granted(1) | | | Total RSUs Granted
& % of Target | | Steve Kiefer President & COO | | | | | | | | | | | | | | | | | | | | | Grant date: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 1, 2017 | | | — | | | | — | | | | — | | | | 1,783 | | | | 1,783 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | | 1,783 | | | | 1,783 | | | | | | | | Michael Schneider
Former CFO, Treasurer & Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant date: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 1, 2017 | | | — | | | | — | | | | — | | | | 1,355 | | | | 1,355 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | | 1,355 | | | | 1,355 | |
(1) | Represents 10% of a discretionary bonus paid to the employees before they became NEO.
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Discretionary Restricted Stock Units
Discretionary grants of RSUs from the 2004 Equity Incentive Plan are made annually, with vesting generally on a three-year period. In making any discretionary grant, the Compensation Committee considers a range of performance factors achieved by the Company and the NEO’s. These are broad based and include not only financial measures such as Adjusted EBITDA, EPS and revenue growth and balance sheet ratios but also for example, organic and acquisition related growth, product development initiatives, international growth, with performance compared to competitors and the general market.
The long term incentive strategy is designed to support our business strategy and the interests of our shareholders.
RSU Granting Practices
The exercise price for any RSU is equal to the closing market value on the date of grant. The date of grant is set by the Board of Directors.
Retirement and Deferred Compensation
We maintain a 401(k) retirement savings plan coveringnon-union domestic employees. Employees were eligible to make contributions subject to limits set by the Internal Revenue Code. The Company currently matches dollar for dollar participants’ contributions up to 3% of the participants’ gross income and a 50% match on the next 2% of gross income.
For NEOs and certain senior employees approved by the Compensation Committee the Company provides a life insurance plan into which the Company makes taxable contributions while the employee is in service that provides distributions to the employee in retirement. Contributions are fixed dependent on the level the employee is situated within the plan and range from $5,000 per employee to a maximum of $26,000.
Stock Ownership
Consistent with our objective of aligning management’s interests with shareholders, we encourage stock ownership for all employees.
Other Benefits and Perquisites
We provide very limited perquisites and other compensation to our NEOs. Instead, as previously discussed, we have elected to provide competitive fixed compensation through salary and benefits with opportunity for additional compensation through variable compensation based primarily on Company performance. However, each NEO is entitled to a car allowance and the CEO and COO are entitled to the reimbursement of monthly private club dues. These are considered appropriate for these employees to fulfill their executive responsibilities for the Company.
NEOs may participate in benefit plans that are offered generally to salaried domestic employees such as those described above, as well as short and long term disability, life insurance, health and welfare benefits, and paid time off.
Because the market for executive talent is national, and in some cases, global, we may recruit from outside of the regional area in order to obtain top talent. We may elect to pay relocation costs for full-time employees who are required to relocate in connection with their employment (including NEOs) to minimize any financial detriment to the employee. In situations where we pay relocation cost, we may also provide a payment to cover the cost of any additional taxes the employee incurs as a result of the reimbursement (a gross up payment).
Employment andChange-In-Control Agreements
Employment Agreements
The Company has an employment agreement with the CEO that ends on December 31, 2018. This agreement automatically extends for successive periods of three years at the end of eachone-year anniversary of the current employment term unless anon-renewal notice is given by either party at least 90 days prior to the end of the term. Base salary is reviewed and may be adjusted annually. The CEO participates in our Annual Incentive Plan and Long-Term Incentive Program. The agreement contains various restrictive covenants relating to the protection of confidential information andnon-disclosure.
Change in Control Agreements
Included within the CEO’s Employment Agreement is a change in control provision. The intent of this provision is to provide the CEO with financial security in the event of a change in control to facilitate a transaction which may benefit shareholders but result in job loss to him. Payments upon termination of employment in connection with a change of control of the Company made under the agreements are subject to a “double trigger,” meaning that both a change of control and a termination are required.
The CEO is entitled to receive, upon termination of employment within 6 months preceding or 24 months after a change in control of our Company (unless such termination is because of death, disability, for cause or by the officer or employee other than for “good reason,” as defined in the change in control agreements), (i) Cash. The amount of cash equal to the sum of (a) two (2) times the average of his annual base salary in effect at the time written notice of termination is given to him; (b) two (2) times the average of his annual earned bonuses for the three calendar years preceding the date of termination; and (c) the product of (i) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365, (ii) the annual bonus for the calendar year preceding the date of termination that has most recently been paid to the Employee, (iii) health plan coverage provided by the Company and with respect to the Company’s welfare benefit plans until employee reaches the age of 65 or becomes eligible for Medicare, (iv) continuation of perquisites, (v) pay for vacation accrued but unused as of the effective date of such change of control, (vi) reimbursement of any unpaid expense Employee is otherwise entitled to, and (vii) payment simultaneously with the termination of the Employee’s employment, of the full value of any then vested or unvested Company equity incentive plan awards
Aggregate “payments in the nature of compensation” (within the meaning of Section 280G of the Internal Revenue Code) payable to any executive or employee under the change in control agreements is limited to the amount that is fully deductible by us under Section 280G of the Internal Revenue Code less one dollar. The events that trigger a change in control under these agreements include (i) the sale or other transfer of more than 50% of the ownership interests of the Company to one or morenon-affiliated corporations, persons or other entities, (ii) the merger or consolidation of the Company with anothernon-affiliated corporation, person or entity such that the shareholders of the Company, immediately preceding the merger or consolidation own less than 50% of the person or other entity surviving the merger or consolidation, (iii) the failure of the Company to assign this Agreement to a successor, (iv) a majority of the members of the Board of Directors of the Company on the date of this Agreement (each a “Current Director”) cease to be members of the Board of Directors of the Company, provided that any director recommended by a majority of the Current Directors as a successor of a Current Direct shall be deemed to be a Current Director, (v) the sale, merger or other transfer of all or substantially all of the Company’s consolidated assets to one or morenon-affiliated corporations, persons or other entities.
Tax and Accounting Considerations
The Compensation Committee has considered the implications of Section 162(m) of the Internal Revenue Code in making decisions concerning compensation design and administration. The Compensation Committee views tax deductibility as an important consideration and intends to maintain deductibility wherever possible, but also believes that our business needs should be the overriding factor of compensation design. Section 162(m) generally limits our ability to claim a tax deduction for individual compensation exceeding $1 million in any taxable year for any of our covered executive officers. For 2017 and prior years, performance-based compensation meeting certain requirements under Section 162(m) was fully deductible; however, the Tax Cuts and Jobs Act eliminated the exemption for performance-based compensation beginning in 2018, subject to certain transitional relief. The Committee also considers tax implications for executives and structures its compensation programs to comply with Section 409A of the Internal Revenue Code. Accounting and cost implications of compensation programs are considered in program design; however, the main factor is alignment with our business needs.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by our named executive officers in fiscal years 2015, 20162020 and 2017. Summary Compensation Table2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Stock
Awards | | | Non-Equity
Incentive Plan
Compensation | | | Nonqualified
Deferred
Compensation
Earnings | | | All Other
Compensation | | | Total | | David J. Langevin | | | 2017 | | | $ | 433,836 | | | $ | 0 | | | $ | 0 | | | | — | | | | | | | $ | 58,861 | (8) | | $ | 492,697 | | Chairman and Chief Executive Officer | | | 2016 | | | $ | 433,836 | | | | — | | | $ | 186,720 | (2) | | | — | | | | — | | | $ | 59,205 | (6) | | $ | 679,761 | | | | | 2015 | | | $ | 433,836 | | | $ | 170,722 | (1) | | $ | 144,518 | (3)(4) | | | — | | | | — | | | $ | 58,500 | (5) | | $ | 807,576 | | | | | | | | | | | Steve Kiefer | | | 2017 | | | $ | 207,292 | | | $ | 112,501 | (9) | | $ | 12,499 | (9) | | | — | | | | — | | | $ | 23,527 | (11) | | $ | 355,819 | | President and Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael Schneider | | | 2017 | | | $ | 190,000 | | | $ | 85,501 | (10) | | $ | 9,499 | (10) | | | | | | | | | | $ | 32,472 | (12) | | $ | 317,472 | | Senior Vice President, Former Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David H. Gransee | | | 2017 | | | $ | 225,078 | | | $ | 0 | | | $ | 0 | | | | — | | | | — | | | $ | 32,511 | (13) | | $ | 257,589 | | Vice President and Former Chief Financial Officer | | | 2016 | | | $ | 242,991 | | | | — | | | $ | 88,700 | (7) | | | — | | | | — | | | $ | 33,095 | (17) | | $ | 364,786 | | | | | 2015 | | | $ | 242,991 | | | $ | 48,715 | (15) | | $ | 84,854 | (14)(15) | | | — | | | | — | | | $ | 29,771 | (16) | | $ | 406,331 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary | | | Bonus | | | | Stock Awards | | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | | Total | | David J. Langevin (18) | | 2020 | | $ | 350,000 | | | | — | | | | $ | 77,300 | | (1) | | | — | | | | — | | | | — | | | $ | 61,024 | | (2) | | $ | 488,324 | | Executive Chairman | | 2019 | | $ | 405,891 | | | $ | 100,000 | | (3) | | $ | 58,900 | | (4) | | | — | | | | — | | | | — | | | $ | 61,036 | | (5) | | $ | 625,827 | | Steve Filipov (19) | | 2020 | | $ | 366,667 | | | $ | 50,000 | | (6) | | $ | 77,300 | | (7) | | | — | | | | — | | | | — | | | $ | 32,943 | | (8) | | $ | 526,910 | | Chief Executive Officer | | 2019 | | $ | 116,713 | | | $ | 175,000 | | (9) | | $ | 369,350 | | (10) | | $ | 138,000 | | (10) | | — | | | | — | | | $ | 6,046 | | (11) | | $ | 805,109 | | Steve Kiefer | | 2020 | | $ | 277,750 | | | $ | 40,000 | | (12) | | $ | 128,900 | | (13) | | | | | | | | | | | | | | $ | 45,386 | | (14) | | $ | 492,036 | | Chief Operating Officer | | 2019 | | $ | 275,000 | | | $ | 137,500 | | (15) | | $ | 106,500 | | (16) | | | | | | | | | | | | | | $ | 41,526 | | (17) | | $ | 560,526 | |
(1) | David Langevin was awarded a discretionary bonus of $200,850 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Langevin received restricted stock units with a value equal to 15% of his bonus ($30,128) and it was stipulated that Mr. Langevin’s cash bonus was to be reduced by the value of the restricted stock units granted. (1)
| Mr. Langevin was awarded 3,257 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. |
(2) | David Langevin was awarded 16,00010,000 restricted stock units which had a fair value of $97,120$77,300 based on closing price of $6.07$7.73 on January 4, 2016, the date of grant. David Langevin was awarded 16,000 restricted stock units which had fair value of $89,600 based on a closing price of $5.60 on December 14, 2016,March 8, 2021, the date of grant. Consistent with recent practice, the Company made awards to the NEOs in January 2016March 2021 in connection with 20152020 compensation determinations. The Company also made awards to certain of the NEOs in December 2016 in connection with 2016 compensation determinations. Therefore, while both amounts listed in the table above were paid in the same calendar year, they relate to different compensation years. The Company has not made any such awards in 2017 to date.
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(3) | David Langevin was awarded 9,000 restricted stock units which had a fair value of $114,390 based on a closing price of $12.71 on December 31, 2014. The closing price on the day before the grant was used to value the shares as the stock market was closed on January 1, 2015 the date of the grant.
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(4) | David Langevin was awarded a discretionary bonus of $200,850 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Langevin received restricted stock units with a value equal to 15% of his bonus ($30,128) and it was stipulated that Mr. Langevin’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Langevin was awarded 3,257 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.
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(5) | Represents an $18,000 car allowance, $10,500 in private club dues, $5,000 in 401(k) matching contribution and $25,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.
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(6) | Represents an $18,000 car allowance, $10,500 in private club dues, $3,094 in 401(k) matching contribution, $26,087 for insurance premiums paid in connection with the whole life policy purchase by the Company that is owned by employee and $1,524 in excess term life premiums.
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(7) | David Gransee was awarded 10,000 restricted stock units which had fair value of $60,700 based on closing price of $6.07 on January 4, 2016, the date of grant. David Gransee was awarded 5,000 restricted stock units which had a fair value of $28,000 based on closing price of $5.60 on December 14, 2016, the date of grant. Consistent with recent practice, the Company made awards to NEOs on January 2016 in connection with 2015 compensation determinations. The Company also made awards to
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| certain NEOs in December 2016 in connection with 2016 compensation determinations. Therefore, while both amounts listed in the table above were paid in the same calendar year, the relate to different compensation years. The Company has not made any such awards in 2017 to date.(2)
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(8) | Represents a $18,000 auto allowance, $26,087$25,000 of premiums paid in connection with whole life insurance policy purchased by the Company that is owned by the employee, $2,750$6,000 of 401(k) matching contributions, $10,500 in private club dues and $1,524 for group life insurance premiums. |
(9) | (3) | Mr. Langevin was awarded a discretionary bonus of $100,000 for 2019. |
| (4) | Mr. Langevin was awarded 10,000 restricted stock units which had a fair value of $58,900 based on closing price of $5.89 on March 6, 2020, the date of grant. Consistent with recent practice, the Company made awards to the NEOs in March 2020 in connection with 2019 compensation determinations. These awards were inadvertently omitted as 2019 fiscal year compensation in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders. |
| (5) | Represents a $18,000 auto allowance, $25,000 of premiums paid in connection with whole life insurance policy purchased by the Company that is owned by the employee, $6,000 of 401(k) matching contributions, $10,500 in private club dues and $1,536 for group life insurance premiums. |
| (6) | Mr. Filipov was awarded a bonus of $50,000 for 2020. |
| (7) | Mr. Filipov was awarded 10,000 restricted stock units which had a fair value of $77,300 based on closing price of $7.73 on March 8, 2021, the date of grant. Consistent with recent practice, the Company made awards to the NEOs in March 2021 in connection with 2020 compensation determinations. |
| (8) | Represents a $18,000 auto allowance, $14,667 of 401(k) matching contributions and $276 for group life insurance premiums. |
| (9) | Steve Filipov was awarded a discretionary bonus of $175,000 for 2019. |
| (10) | Mr. Filipov was awarded 15,000 restricted stock units which had a fair value of $88,350 based on closing price of $5.89 on March 6, 2020, the date of grant. Consistent with recent practice, the Company made awards to the NEOs in March 2020 in connection with 2019 compensation determinations. These awards were inadvertently omitted as 2019 fiscal year compensation in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders. Mr. Filipov was also awarded 50,000 restricted stock units which had a fair value of $281,000 based on closing price of $5.62 on September 1, 2019 and 50,000 stock options valued at $138,000 using various assumptions calculated under the Black-Scholes option pricing model when he became CEO on September 1, 2019 (See Note 21 to our Consolidated Financial Statements in our 2019 Annual Report on Form 10-K). |
| (11) | Represents a $6,000 auto allowance and $46 for group life insurance premiums. |
| (12) | Mr. Kiefer was awarded a bonus of $40,000 for 2020. |
| (13) | Mr. Kiefer was awarded 10,000 restricted stock units which had a fair value of $77,300 based on closing price of $7.73 on March 8, 2021, the date of grant. Consistent with recent practice, the Company made awards to the NEOs in March 2021 in connection with 2020 compensation determinations. Mr. Kiefer was also awarded 10,000 restricted stock units which had a fair value of $51,600 based on closing price of $5.16 on January 1, 2020. |
| (14) | Represents a $9,000 auto allowance, $25,000 of premiums paid in connection with whole life insurance policy purchased by the Company that is owned by the employee, $11,110 of 401(k) matching contributions and $276 for group life insurance premiums. |
| (15) | Mr. Kiefer was awarded a discretionary bonus of $125,000$137,500 for 2017. In accordance with a recommendation of the Compensation Committee, Mr. Kiefer received restricted stock units with a value equal to 10% of his bonus ($12,499) and it was stipulated that Mr. Kiefer’s cash bonus was to be reduced by the value of the restricted stock units granted (cash bonus value of $112,501). 2019. |
| (16) | Mr. Kiefer was awarded 1,78310,000 restricted stock units which had a fair value of $58,900 based on a closing stock price of $7.01 per Common Share$5.89 on June 1, 2017,March 6, 2020, the date of grant. Consistent with recent practice, the Board approvedCompany made awards to the discretionary bonus andNEOs in March 2020 in connection with 2019 compensation determinations. These awards were inadvertently omitted as 2019 fiscal year compensation in the restricted stock units. TheCompany’s Proxy Statement for its 2020 Annual Meeting of Stockholders. Mr. Kiefer was also awarded 8,000 restricted stock units vest upon issuance.which had a fair value of $47,600 based on closing price of $5.95 on December 31, 2019. |
(10) | Michael Schneider was awarded a discretionary bonus of $95,000 for 2017. In accordance with a recommendation of the Compensation Committee, Mr. Schneider received restricted stock units with a value equal to 10% of his bonus ($9,499) and it was stipulated that Mr. Schneiders’s cash bonus was to be reduced by the value of the restricted stock units granted (cash bonus value of $85,501). Mr. Schneider was awarded 1,355 restricted stock units based on a closing stock price of $7.01 per Common Share on June 1, 2017, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.(17)
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(11) | Represents a $9,000 auto allowance, $5,000$21,250 of payments for insurance premiums paid in connection with the whole life policy purchase by the Company that is owned by employee, $4,251$11,000 of 401(k) matching contributions, payments totaling $5,000 as result of monies that were not eligible forpre-tax contribution into the 401(k) plan as a result of discrimination testing and $276 for group life insurance premiums. |
(12) | (18) | Represents $20,000 of for insurance premiums paid in connection with the whole life policy purchase by the Company that is owned by employee, $7,196 of 401(k) matching contributions, and payments totaling $5,000Mr. Langevin served as result of monies that were not eligible forpre-tax contribution into the 401(k) plan as a result of discrimination testing and $276 for group life insurance premiums.our Chief Executive Officer until September 1, 2019, when he became Executive Chairman.
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(13) | Represents a $9,000 auto allowance, $15,652 of payments for insurance premiums paid in connection with the whole life policy purchase by the Company that is owned by employee, $6,335 of 401(k) matching contributions and $1,524 for group life insurance premiums.(19)
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(14) | David Gransee was awarded 6,000 restricted stock units which had a fair value of $76,260 basedMr. Filipov became our Chief Executive Officer on closing price of $12.71 on December 31, 2014. The closing price on the day before the grant date was used to value the shares as the stock market was closed on JanuarySeptember 1, 2015 the date of grant.
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(15) | David H. Gransee was awarded a discretionary bonus of $57,310 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($8,594) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 929 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.
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(16) | Represents a $9,000 car allowance, $5,771 401(k) matching contribution match, and $15,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.
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(17) | Represents a $9,000 car allowance, $6,919 401(k) matching contribution match, $15,652 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee and $1,524 in excess term life premiums.2019.
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Narrative to Summary Compensation TableGrants
The compensation program established for the Company’s executive officers consisted of Plan-Based Awardsthe following elements: Base Salary: The base salaries of our named executive officers depend on their job responsibilities, the market rate of compensation paid by companies in our industry for similar positions, our financial position and performance, and the strength of our business. Base salaries provide a fixed means of compensation in order to attract and retain talent. Mr. Langevin received a base salary of $350,000 as Executive Chairman during the fiscal year ended December 31, 2020. Mr. Filipov’s salary was $366,667 per year during the fiscal year ended December 31, 2020. The base salary for Mr. Kiefer was $277,750 per year during the fiscal year ended December 31, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | |
Estimated Future Payouts
UnderNon-Equity Incentive
Plan Awards | | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | | All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | | Full
Grant
Date
Fair
Value | | | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | | | David Langevin | | | 12/14/16 | (1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,000 | | | | — | | | $ | 89,600 | | | | | 1/4/16 | (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 16,000 | | | | — | | | $ | 97,120 | | | | | 3/13/15 | (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,514 | | | | — | | | $ | 60,255 | | | | | 1/1/15 | (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,000 | | | | — | | | $ | 114,390 | | Steve Kiefer | | | 6/1/17 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,783 | | | | — | | | $ | 12,499 | | Michael Schneider | | | 6/1/17 | (10) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,355 | | | | — | | | $ | 9,499 | | David Gransee | | | 12/14/16 | (6) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,000 | | | | — | | | $ | 28,000 | | | | | 1/4/16 | (7) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,000 | | | | — | | | $ | 60,700 | | | | | 3/13/15 | (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,858 | | | | — | | | $ | 17,187 | | | | | 1/1/15 | (8) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,000 | | | | — | | | $ | 76,260 | |
Performance-Based Cash Awards: As part of the Company’s executive compensation program, our executive officers are eligible to receive performance-based cash awards. The annual performance-based cash awards are based on the executive officer’s individual performance and the Company’s actual performance compared to the corporate goals approved by the Board and the Compensation Committee. Following the end of each fiscal year, the Board and the Compensation Committee are responsible for determining the bonus amount payable to each executive officer based on that executive officer’s individual performance during the fiscal year and its determination of the Company’s actual performance compared to the corporate goals established for that fiscal year. Bonuses of $0, $50,000 and $40,000 were awarded to Messrs. Langevin, Filipov and Kiefer, respectively, based on the Company’s performance during fiscal 2020 and each individual officer’s roles in contributing to such performance. (1) | Under this award 5,280 shares, 5,280 shares and 5,440 shares vest on December 14, 2017, 2018 and 2019, respectively. The fair value on grant date is based on the closing price of $5.60 per share of the Company’s common stock on date of grant.
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(2) | Under this award 5,280 shares, 5,280 shares and 5,440 shares vest on January 4, 2017, 2018 and 2019, respectively. The fair value on grant date is based on the closing price of $6.07 per share of the Company’s common stock on date of grant.
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(3) | The restricted shares units which vested immediately represented 15% of the executive bonus paid on March 13, 2015. The fair value on grant date is based on the closing price of $9.25 per share of the Company’s common stock on date of grant. The bonus was granted to recognize the strategic value created and superior level of performance and leadership provided by the executives in the successful completion of the ASV and PM Group acquisitions. One half of the bonus is related to the ASV acquisition which closed on December 19, 2014 and is included in 2014 earnings in the Executive Compensation table as it is a component of the executive’s 2014 bonus. The other half of the bonus is related the PM Group acquisition which closed on January 15, 2015. This portion of the bonus is included in 2015 earnings in the Executive Compensation table as it is a component of the executive’s 2015 bonus.
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(4) | Under this award 2,970 shares, 2,970 shares and 3,060 shares vest on January 1, 2016, 2017 and 2018, respectively. The fair value on grant date is based on the closing price of $12.71 per share of the Company’s common stock on date of grant.
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(6) | Under this award 1,650 shares, 1,650 shares and 1,700 shares vest on December 14, 2017, 2018 and 2019, respectively. The fair value on grant date is based on the closing price of $5.60 per share of the Company’s common stock on date of grant.
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(7) | Under this award 3,300 shares, 3,300 shares and 3,400 shares vest on January 4, 2017, 2018 and 2019, respectively. The fair value on grant date is based on the closing price of $6.07 per share of the Company’s common stock on date of grant.
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(8) | Under this award 1,980 shares, 1,980 shares and 2,040 shares vest on January 1, 2016, 2017 and 2018, respectively. The fair value on grant date is based on the closing price of $12.71 per share of the Company’s common stock on date of grant.
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(9) | Under this award 1,783 shares vest immediately. The fair value on grant date is based on the closing price of $7.01 per share of the Company’s common stock on date of grant. The restricted shares units represent 10% of the executive June 1, 2017 bonus.
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10) | Under this award 1,355 shares vest immediately. The fair value on grant date is based on the closing price of $7.01 per share of the Company’s common stock on date of grant. The restricted shares units represent 10% of the executive June 1, 2017 bonus.
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Long-Term Equity Awards: Equity ownership by our executive officers and key employees encourages them to create long-term value and aligns their interests with those of our stockholders. As a result, our executive compensation program provides for the issuance of stock options and restricted stock units (“RSUs”) as determined by the Compensation Committee and our Board.
During the fiscal year ended December 31, 2020, the Compensation Committee authorized the issuance of an aggregate of 40,000 RSUs to our named executive officers. Each RSU represents the right to receive one share of common stock, issuable at the time the RSUs vest, as set forth in the respective RSU agreements. The breakdown is as follows: David J. Langevin RSU Award: The Board granted Mr. Langevin 10,000 RSUs, under this award 3,300, 3,300 and 3,400shares vest on March 8, 2022, 2023 and 2024, respectively. Steve Filipov RSU Award: The Board granted Mr. Filipov 10,000 RSUs, under this award 3,300, 3,300 and 3,400shares vest on March 8, 2022, 2023 and 2024, respectively. Steve Kiefer RSU Awards: The Board granted Mr. Kiefer 10,000 RSUs, under this award 3,300, 3,300 and 3,400shares vest on March 8, 2022, 2023 and 2024, respectively. In addition, Mr. Kiefer was granted 10,000 RSU’son January 1, 2020, under this award 3,300, 3,300 and 3,400 shares vest on January 1, 2021, 2022 and 2023, respectively. Outstanding Equity Awards at 20172020 FiscalYear-End The following table sets forth information about outstanding equity awards held on December 31, 20172020 by our named executive officers. In addition to the vesting provisions described in notes to the table below: Pursuant to the employment agreementagreements that the CEO hasExecutive Chairman and Chief Executive Officer have with the Company, if histheir employment terminates Without Cause (as defined in such employment agreement)agreements) or for Good Reason (as defined in such employment agreements) within the six (6) month period preceding a Change in Control (as defined in such employment agreements), in anticipation of such Change in Control, or within twenty-four (24) months following a Change in Control, hethey shall be entitled to, among other things, the payment simultaneously with the termination of histheir employment of the full value of any then vested or unvested Company equity incentive plan awards. In addition, pursuant to the employment agreementagreements that the CEO hasExecutive Chairman and Chief Executive Officer have with the Company, if histheir employment is terminated by the Company without Just Cause (as defined in such employment agreements), or if the Company chooses not to renew histheir employment agreement, heagreements, they shall be entitled to, among other things, the payment of the full value of any then vested or unvested Company equity incentive plan awards. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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
($)(2) | | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) | | | Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
($) | | David Langevin(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 24,500 | | | $ | 235,200 | | | | — | | | | — | | David Gransee(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,090 | | | $ | 116,064 | | | | — | | | | — | | Steve Kiefer(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,715 | | | $ | 93,264 | | | | — | | | | — | | Michael Schneider(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,035 | | | $ | 67,536 | | | | — | | | | — | |
| | 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 ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | 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 ($) | | David J. Langevin(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 18,040 | | | $ | 93,086 | | | | — | | | | — | | Steve Filipov(1) | | | 16,500 | | | | 33,500 | | | | — | | | $ | 5.62 | | | 9/1/29 | | | | 48,500 | | | $ | 250,260 | | | | — | | | | — | | Steve Kiefer(1) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,400 | | | $ | 172,344 | | | | — | | | | — | |
(1) | The unexercised options and unvested restricted shares above vest as shown below: |
| | | | | | | | | | | | | | | | | | | | David J. Langevin | | | David H. Gransee | | | Steve Kiefer | | | Michael Schneider | | January 1, 2018 | | | 3,060 | | | | 2,040 | | | | — | | | | — | | January 4, 2018 | | | 5,280 | | | | 3,300 | | | | 2,145 | | | | 825 | | December 14, 2018 | | | 5,280 | | | | 1,650 | | | | 2,640 | | | | 2,640 | | January 4, 2019 | | | 5,440 | | | | 3,400 | | | | 2,210 | | | | 850 | | December 14, 2019 | | | 5,440 | | | | 1,700 | | | | 2,720 | | | | 2,720 | | | | | | | | | | | | | | | | | | | Total | | | 24,500 | | | | 12,090 | | | | 9,715 | | | | 7,035 | |
| | David J. Langevin | | | Steve Filipov | | Steve Kiefer | | | January 1, 2021 | | | — | | | | — | | | 3,300 | | | March 6, 2021 | | | 3,300 | | | | 4,950 | | | 3,300 | | | March 13, 2021 | | | 3,960 | | | | — | | | 3,960 | | | September 1, 2021 | | | — | | | | 33,000 | | | — | | | December 31, 2021 | | | — | | | | — | | | 2,640 | | | January 1, 2022 | | | — | | | | — | | | 3,300 | | | March 6, 2022 | | | 3,300 | | | | 4,950 | | | 3,300 | | | March 13, 2022 | | | 4,080 | | | | — | | | 4,080 | | | September 1, 2022 | | | — | | | | 34,000 | | | — | | | December 31, 2022 | | | — | | | | — | | | 2,720 | | | January 1, 2023 | | | — | | | | — | | | 3,400 | | | March 6, 2023 | | | 3,400 | | | | 5,100 | | | 3,400 | | | Total | | | 18,040 | | | | 82,000 | | | 33,400 | | |
(2) | Market value is determined based on the closing price of $9.60$5.16 per share of our Common Stock on December 29, 2017.31, 2020. |
Option Exercises and Stock Vested in Fiscal Year 2017
| | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | Name | | Number of
Shares
Acquired
on Exercise
(#) | | | Value
Realized on
Exercise
($) | | | Number of
Shares
Acquired on
Vesting
(#) | | | Value
Realized on
Vesting
($) | | David J. Langevin(1) | | | — | | | | — | | | | 13,530 | | | $ | 104,099 | | Steve Kiefer(3) | | | — | | | | — | | | | 6,568 | | | $ | 50,480 | | Michael Schneider(4) | | | — | | | | — | | | | 4,820 | | | $ | 37,884 | | David H. Gransee(2) | | | — | | | | — | | | | 6,930 | | | $ | 51,942 | |
(1) | Determined based on the closing price of $7.05 per share of the Company’s stock on January 3, 2017 (2017 close price closest to vesting date), for 2,970 shares vesting on that date and based on the closing price of $7.27 per share of the Company’s stock on January 4, 2017, for 5,280 shares vesting on that date and based on the closing price of $8.48 per share of the Company’s stock on December 14, 2017, for 5,280 shares vesting on that date.
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(2) | Determined based on the closing price of $7.05 per share of the Company’s stock on January 3, 2017 (2017 close price closest to vesting date), for 1,980 shares vesting on that date and based on the closing price of $7.27 per share of the Company’s stock on January 4, 2017, for 3,300 shares vesting on that date and based on the closing price of $8.48 per share of the Company’s stock on December 14, 2017, for 1,650 shares vesting on that date.
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(3) | Determined based on the closing price of $7.01 per share of the Company’s stock on June 1, 2017 for 1,783 shares that vested immediately and based on the closing price of $7.27 per share of the Company’s stock on January 4, 2017, for 2,145 shares vesting on that date and based on the closing price of $8.48 per share of the Company’s stock on December 14, 2017, for 2,640 shares vesting on that date.
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(4) | Determined based on the closing price of $7.01 per share of the Company’s stock on June 1, 2017 for 1,355 shares that vested immediately and based on the closing price of $7.27 per share of the Company’s stock on January 4, 2017, for 825 shares vesting on that date and based on the closing price of $8.48 per share of the Company’s stock on December 14, 2017, for 2,640 shares vesting on that date.
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Pension Benefits
None of our named executive officers had accumulated benefits under a Company-defined benefit plan during fiscal year 2017.
Nonqualified Deferred Compensation
The Company did not have any deferred compensation plans for named executive officers in fiscal year 2017.
Employment Agreements David J. Langevin On December 12, 2012, weEffective September 1, 2019, Mr. Langevin transitioned into the role of Executive Chairman. In connection with his transition, Mr. Langevin entered into an amendment to his employment agreement with the Company dated effective as of September 1, 2019. Pursuant to this amendment, Mr. Langevin pursuant to which hiswill serve as Executive Chairman of the Company for a three- year term ofcommencing on September 1, 2019. The employment commenced on December 12, 2012 and ended on December 31, 2015. Under the agreement, Mr. Langevin’s term of employment will automatically be extendedextend for successivethree-year periods of three years at the end of eachone-year anniversarythe then-current term, unless either the Company or Mr. Langevin notifies the other in writing of non-renewal at least 90 days prior to the expiration of the current employment term, and therefore has been extended through December 31, 2018. Mr. Langevin’s employment agreement entitles him to an initialthen-current term. In his role as Executive Chairman, his annual base salary of $375,000,will be $350,000, which is subject to annual increases at the discretion ofwill be reviewed annually by the Compensation Committee, and he will be eligible to receive annual cash incentives as determined by the insurance and retirement benefits that are generally available to our employees.Compensation Committee. In accordance with his employment agreement, Mr. Langevin is also provided with a $1,500 per month car allowance plus reimbursement for the dues of a private club membership, cellular telephone and data service costs and expenses.
In addition, Mr. Langevin is eligible to receive annual cash incentives as determined by the Compensation Committee of the Board. Additionally, the employment agreement provides for an annual review by the Compensation Committee of the Board and adjustments may be made at the discretion of the Committee.
If the Company terminates Mr. Langevin without “just cause” (as defined in the employment agreement) or if the Company chooses not to renew the agreement, Mr. Langevin is entitled to a severance payment of two year’s salary plus continued health plan coverage, welfare benefits and certain other perquisites for two years and the payment of then vested or unvested Company equity incentive awards. If he is terminated for just cause or if he resigns, he is entitled to no severance payment. If Mr. Langevin is involuntarily terminated without just cause or “good reason” (as defined in the employment agreement) within 6 months prior to and in anticipation of, or 24 months following, a change of control, he is entitled to receive severance benefits. In addition to the severance payments provided for above, the agreement provides for a payment equal to two times the average of Mr. Langevin’s bonus received in the prior three years, as well as a pro rata bonus for the fiscal year during which the change of control occurs. Please see “Potential Payments upon Termination or Change of Control” for a description of the payments due Mr. Langevin upon the termination of his employment. If Mr. Langevin is terminated without just cause or “good reason” (as defined in the employment agreement) then he will be subject to anon-competition covenant for so long as we are making post-employment payments to him in accordance with his employment agreement. In all other cases, Mr. Langevin is subject to anon-competition covenant for two years following termination of his employment. Notwithstanding the above, Mr. Langevin may not
invest in a competitor, subject to certain exceptions, for two years following his employment. In addition, he is obligated to maintain the confidentiality of our proprietary information and trade secrets for the longer of a period of two years following the termination of his employment or until he is no longer receiving compensation or severance payments pursuant to his employment agreement. David H. GranseeSteve Filipov
On December 12, 2012, weIn connection with his appointment as Chief Executive Officer of the Company, Mr. Filipov entered into an employment agreement with Mr. Gransee pursuantthe Company dated effective as of September 1, 2019. Pursuant to which his term of employment commenced on December 12, 2012 and ended on December 31, 2015. Under the agreement, Mr. Gransee’sFilipov will serve as Chief Executive Officer of the Company for a three-year term ofcommencing on September 1, 2019. The employment term will automatically extendedextend for successiveone-year periods of three years at the end of eachone-year anniversarythe then-current term, unless either party notifies the other party in writing of non-renewal at least 90 days prior to the expiration of the original employment term, and therefore was extended through August 1, 2017.then-current term. Mr. Gransee’s employment agreement entitled him toFilipov will receive an initial annual base salary of $214,000,$350,000, which was subject to annual increases at the discretion ofwill be reviewed annually by the Compensation Committee, and the insurance and retirement benefits that are generally available to our employees. In accordance with his employment agreement, Mr. Gransee was also provided with a $750 per month car allowance, cellular telephone and data service costs and expenses. In addition, Mr. Gransee wasis eligible to receive annual cash incentives as determined bywith a maximum annual target bonus of 200% of his base salary. On September 1, 2019, he was granted 50,000 restricted stock units and 50,000 options to purchase common stock, each of which will vest over a three-year period. Mr. Filipov is also entitled to employee benefits that the Compensation Committee of the Board. Additionally, the employment agreement provided for an annual review by the Compensation Committee of the BoardCompany provides to employees generally, including medical benefits, participation in retirement plans and adjustments were made at the discretion of the Committee. This employment agreement was replaced by an Amended and Restated Employment Agreement, which was effective as of August 1, 2017, in connection with the end of Mr. Gransee’s tenure as Chief Financial Officerpaid vacation time.
If the Company terminates Mr. GranseeFilipov without “just cause” (as defined in the employment agreement) or if the Company chooses not to renew the agreement at the end of its then-current term, Mr. Gransee isFilipov will be entitled to the amounta severance payment of cash equal to the unpaid balance of his basetwo years’ salary for the remaining term of his employment pursuant to the agreement,plus continued health plan coverage, welfare benefits and certain other perquisites for the remaining term of his agreement, pay for vacation accrued by unused as of the effective date of the termination, reimbursement of any unpaid business expenses,two years and the payment of then vested or unvested Company equity incentive awards. If he is terminated for just cause or if he resigns, he is entitled to no severance payment. If Mr. Gransee resigns, heFilipov is involuntarily terminated without just cause or “good reason” (as defined in the employment agreement) within 6 months prior to and in anticipation of, or 24 months following, a “change in control” (as defined in the agreement), then in addition to the severance payments provided for above, Mr. Filipov will be entitled to receive a payment equal to two times the average of his base salary, unpaid Board approved bonuses accrued tobonus received in the effective dateprior three years, as well as a pro rata bonus for the fiscal year during which the change of resignation, and the payment of then vested or unvested Company equity incentive awards.control occurs. Please see “Potential Payments upon Termination or Change of Control” for a description of the payments due Mr. GranseeFilipov upon the termination of his employment.
If Mr. Gransee is terminated without just cause or “good reason” (as defined in the employment agreement) then he will be subject to anon-competition covenant for so long as we are making post-employment payments to him in accordance with his employment agreement. In all other cases, Mr. Gransee is subject to anon-competition covenant for two years following termination of his employment. Notwithstanding the above, Mr. Gransee may not invest in a competitor, subject to certain exceptions, for two years following his employment. In addition, he is obligated to maintain the confidentiality of our proprietary information and trade secrets for the longer of a period of two years following the termination of his employment or until he is no longer receiving compensation or severance payments.
POTENTIAL PAYMENTS UPON TERMINATIONTERMINATION OR CHANGE OF CONTROL The employment agreement with our CEOExecutive Chairman provides for payments to him upon voluntary termination, involuntary termination without just cause;non-renewal by us of his employment agreement, just cause termination, termination following a change in control, and in the event of permanent disability of the executive. Under his employment agreement, severance payments in connection with a change in control are, however, subject to a “double trigger,” meaning that both a change of control and a termination are required. Such amounts payable to him isare described below assuming that each event triggering payment occurred on December 31, 2017.2020. The following assumptions were made in estimating the payments set forth below: (1) termination payment of accrued unpaid base salary is calculated assuming a full pay period (this payment may be less, depending upon where the termination date falls within the pay period); (2) the value of post-termination health, dental and life insurance is estimated to be $1,500 per month; and (3) accrued and unused vacation is assumed to be the annual maximum of four weeks. The price of our common stock upon which certain of the calculations below are made was the closing price on the NASDAQ stock market ($9.605.16 per share) as of December 29, 2017.31, 2020. The employment agreement for our CEOExecutive Chairman defines “change of control” as: (1) | the sale or other transfer of more than 50% of the ownership interests of the Company to one or morenon-affiliated corporations, persons or other entities, |
(2) | the merger or consolidation of the Company with anothernon-affiliated corporation, person or entity such that the stockholders of the Company, immediately preceding the merger or consolidation own less than 50% of the person or other entity surviving the merger or consolidation, |
(3) | (3) | the failure of the Company to assign such employment agreement to a successor, |
(4) | (4) | a majority of the members of the Board of Directors of the Company on the date of the employment agreement (each a “Current Director”) cease to be members of the Board of Directors of the Company, provided that any director recommended by a majority of the Current Directors as a successor of a Current Director shall be deemed to be a Current Director, and |
(5) | the sale, merger or other transfer of all or substantially all of the Company’s consolidated assets to one or morenon-affiliated corporations, persons or other entities. |
The employment agreement for our CEOExecutive Chairman defines “just cause” as: (1) | (1) | employee’s admission of, or conviction, of any act of fraud, embezzlement or theft against the Company or any of its subsidiaries; |
(2) | (2) | employee’s plea of guilty or of no contest with respect to, admission of, or conviction for, a felony or any crime involving moral turpitude, fraud, embezzlement, theft or misappropriation; |
(3) | employee’s violation of the confidentiality, ownership of inventions, andnon-competition provisions set forth in the employment agreement; |
(4) | (4) | employee’s misappropriation of the Company’s or any of its subsidiaries’ funds or a corporate opportunity by employee; |
(5) | (5) | employee’s negligence, willful or reckless conduct that has brought or is reasonably likely to bring the Company or any of its subsidiaries into public disgrace or disrepute or which has had or is reasonably likely to have a materially adverse effect on the Company’s business; |
(6) | (6) | any violation by employee of any statutory or common law duty of loyalty to the Company or any of its subsidiaries; |
(7) | (7) | alcohol or substance abuse by employee that interferes with the performance of employee’s duties; or |
(8) | (8) | any other material breach by employee of his employment agreement; provided that the reasons described in clauses (3), (6), (7) and (8) are subject to giving the employee notice and an opportunity to correct such behavior. |
David J. Langevin | Executive Benefits and Payments Upon Termination | | Voluntary
Termination | | Involuntary
Termination
without
Just Cause or
Non-Renewal of
Employment
Agreement by
the Company | | Just Cause
Termination | | A Qualified
Involuntary
Termination
With a Change in
Control | | Permanent
Disability | | | Voluntary Termination | | | Involuntary Termination without Just Cause or Non-Renewal of Employment Agreement by the Company | | | Just Cause Termination | | | A Qualified Involuntary Termination With a Change in Control | | | Permanent Disability | | Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Continuation of Base Salary | | | — | | | $ | 867,672 | | | | — | | | $ | 867,672 | | | $ | 433,836 | | | | — | | $ | 700,000 | | | | — | | | $ | 700,000 | | | $ | 350,000 | | Termination Payment of Accrued Unpaid Base Salary | | $ | 18,076 | | | $ | 18,076 | | | $ | 18,076 | | | $ | 18,076 | | | $ | 18,076 | | | $ | 14,583 | | $ | 14,583 | | | $ | 14,583 | | | $ | 14,583 | | | $ | 14,583 | | Payment of Unpaid Board-Approved Bonus Earned on or before the Date of Termination | | | — | | | | — | | | | — | | | | — | | | | — | | | Payment of Twice the Average of the Past Three Year Bonuses | | | — | | | | — | | | | — | | | $ | 113,815 | | | | — | | | | — | | — | | | | — | | | $ | 66,667 | | | | — | | Payment of Vested and Unvested Incentive Awards | | | — | | | $ | 235,200 | | | | — | | | $ | 235,200 | | | $ | 235,200 | | | | — | | $ | 93,086 | | | | — | | | $ | 93,086 | | | $ | 93,086 | | | Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Car Allowance Reimbursement | | | | — | | | | $ | 18,000 | | | | — | | | $ | 36,000 | | | | — | | Post-Termination Payment of Whole Life Insurance Premiums | | | — | | | $ | 52,174 | | | | — | | | $ | 52,174 | | | $ | 26,087 | | | | — | | $ | 50,000 | | | | — | | | $ | 50,000 | | | $ | 25,000 | | Post-Termination Health, Dental & Life Insurance | | | — | | | $ | 36,000 | | | | — | | | $ | 6,000 | | | $ | 18,000 | | | | — | | $ | 36,000 | | | | — | | | | — | | | $ | 18,000 | | Private Club Dues Reimbursement | | | — | | | $ | 24,000 | | | | — | | | $ | 24,000 | | | $ | 12,000 | | | | — | | $ | 21,000 | | | | — | | | $ | 21,000 | | | $ | 10,500 | | Termination Payment of Accrued Unpaid Car Allowance | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | Accrued Unused Vacation | | $ | 33,372 | | | $ | 33,372 | | | $ | 33,372 | | | $ | 33,372 | | | $ | 33,372 | | | $ | 26,923 | | $ | 26,923 | | | $ | 26,923 | | | $ | 26,923 | | | $ | 26,923 | | | | | | | | | | | | | | | | | | | Total: | | $ | 52,948 | | | $ | 1,267,994 | | | $ | 52,948 | | | $ | 1,351,809 | | | $ | 778,071 | | | $ | 43,006 | | $ | 961,092 | | | $ | 43,006 | | | $ | 1,009,759 | | | $ | 539,592 | | | | | | | | | | | | | | | | | | |
Steve Filipov The employment agreement with David H. Granseeour Chief Executive Officer provides for payments to him upon voluntary termination, involuntary termination without just cause,cause; non-renewal by us of his employment agreement, just cause termination, termination following a change in control, and in the event of permanent disability.disability of the executive. Under his employment agreement, severance payments in connection with a change in control are, however, subject to a “double trigger,” meaning that both a change of control and a termination are required. Such amounts payable to him areis described below assuming that each event triggering payment occurred on December 31, 2017.2020. The following assumptions were made in estimating the payments set forth below: (1) termination payment of accrued unpaid base salary is calculated assuming a full pay period (this payment may be less, depending upon where the termination date falls within the pay period); (2) the value of post-termination health, dental and life insurance is estimated to be $1,500 per month; and (3) accrued and unused vacation is assumed to be the annual maximum of eight weeks.at December 31, 2020. The price of our common stock upon which certain of the calculations below are made was the closing price on the NASDAQ stock market ($9.605.16 per share) as of December 29, 2017.31, 2020.
The employment agreement for our Senior Vice President definesChief Executive Officer define “Change of Control” and “just cause” as:consistently with the definitions in our Executive Chairman’s employment agreement. (1) | employee’s admission of, or conviction, of any act of fraud, embezzlement or theft against the Company or any of its subsidiaries;
|
Executive Benefits and Payments Upon Termination | | Voluntary Termination | | | Involuntary Termination without Just Cause or Non-Renewal of Employment Agreement by the Company | | | Just Cause Termination | | | A Qualified Involuntary Termination With a Change in Control | | | Permanent Disability | | Compensation: | | | | | | | | | | | | | | | | | | | | | Continuation of Base Salary | | | — | | | $ | 800,000 | | | | — | | | $ | 800,000 | | | $ | 400,000 | | Termination Payment of Accrued Unpaid Base Salary | | $ | 16,667 | | | $ | 16,667 | | | $ | 16,667 | | | $ | 16,667 | | | $ | 16,667 | | Payment of Twice the Average of the Past Three Year Bonuses | | | — | | | | — | | | | — | | | $ | 225,000 | | | | — | | Payment of Vested and Unvested Incentive Awards | | | — | | | $ | 250,260 | | | | — | | | $ | 250,260 | | | $ | 250,260 | | Benefits: | | | | | | | | | | | | | | | | | | | | | Car Allowance Reimbursement | | | — | | | $ | 18,000 | | | | — | | | $ | 36,000 | | | | — | | Post-Termination Health, Dental & Life Insurance | | | — | | | $ | 36,000 | | | | — | | | $ | 234,000 | | | $ | 18,000 | | Termination Payment of Accrued Unpaid Car Allowance | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | | $ | 1,500 | | Accrued Unused Vacation | | $ | 18,462 | | | $ | 18,462 | | | $ | 18,462 | | | $ | 18,462 | | | $ | 18,462 | | Total: | | $ | 36,629 | | | $ | 1,140,889 | | | $ | 36,629 | | | $ | 1,581,889 | | | $ | 704,889 | |
(2) | employee’s plea of guilty or of no contest with respect to, admission of, or conviction for, a felony or any crime involving moral turpitude, fraud, embezzlement, theft or misappropriation;
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(3) | employee’s violation of the confidentiality, ownership of inventions, andnon-competition provisions set forth in the employment agreement;
|
(4) | employee’s misappropriation of the Company’s or any of its subsidiaries’ funds or a corporate opportunity by employee;
|
(5) | employee’s negligence, willful or reckless conduct that has brought or is reasonably likely to bring the Company or any of its subsidiaries into public disgrace or disrepute or which has had or is reasonably likely to have a materially adverse effect on the Company’s business;
|
(6) | any violation by employee of any statutory or common law duty of loyalty to the Company or any of its subsidiaries;
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(7) | alcohol or substance abuse by employee that interferes with the performance of employee’s duties; or
|
(8) | any other material breach by employee of his employment agreement; provided that the reasons described in clauses (3), (6), (7) and (8) are subject to giving the employee notice and an opportunity to correct such behavior.
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David H. Gransee
| | | | | | | | | | | | | | | | | Executive Benefits and Payments Upon Termination | | Voluntary
Termination | | | Involuntary
Termination
without
Just Cause | | | Just Cause
Termination | | | Permanent
Disability | | Compensation: | | | | | | | | | | | | | | | | | Continuation of Base Salary | | | — | | | $ | 516,662 | | | | — | | | | — | | Termination Payment of Accrued Unpaid Base Salary | | $ | 8,333 | | | $ | 8,333 | | | $ | 8,333 | | | $ | 8,333 | | Payment of Unpaid Board-Approved Bonus Earned on or before the Date of Termination | | | — | | | | — | | | | — | | | | — | | Payment of Vested and Unvested Incentive Awards | | | — | | | | — | | | | — | | | | — | | | | | | | Benefits: | | | | | | | | | | | | | | | | | Post-Termination Payment of Whole Life Insurance Premiums | | | — | | | $ | 40,435 | | | | — | | | | — | | Post-Termination Health, Dental & Life Insurance | | | — | | | $ | 46,500 | | | | — | | | | — | | Termination Payment of Accrued Unpaid Car Allowance | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | Accrued Unused Vacation | | $ | 30,769 | | | $ | 30,769 | | | $ | 30,769 | | | $ | 30,769 | | | | | | | | | | | | | | | | | | | Total: | | $ | 39,852 | | | $ | 643,449 | | | $ | 39,852 | | | $ | 39,852 | | | | | | | | | | | | | | | | | | |
As previously disclosed, Michael Schneider departed as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, effective January 29, 2018. On March 23, 2018, the Company entered into a Settlement and Release Agreement with Mr. Schneider (the “Settlement Agreement”). Pursuant to the Settlement Agreement, Mr. Schneider received $250,000, less applicable taxes and withholdings, in a single lump sum payment. This payment is in lieu of any bonus payment that Mr. Schneider would otherwise have been eligible to receive with respect to his employment with the Company in 2017 and 2018.
Steve Kiefer | Executive Benefits and Payments Upon Termination | | Voluntary
Termination | | | Involuntary
Termination
without
Just Cause | | | Just Cause
Termination | | | Permanent
Disability | | | Voluntary Termination | | | Involuntary Termination without Just Cause or Non-Renewal of Employment Agreement by the Company | | | Just Cause Termination | | | Permanent Disability | | Compensation: | | | | | | | | | | | | | | | | | | | | | | | | | Continuation of Base Salary | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Termination Payment of Accrued Unpaid Base Salary | | $ | 10,417 | | | $ | 10,417 | | | $ | 10,417 | | | $ | 10,417 | | | $ | 11,802 | | | $ | 11,802 | | | $ | 11,802 | | | $ | 11,802 | | Payment of Unpaid Board-Approved Bonus Earned on or before the Date of Termination | | | — | | | | — | | | | — | | | | — | | | Payment of Twice the Average of the Past Two Year Bonuses | | | | — | | | | — | | | | — | | | | — | | Payment of Vested and Unvested Incentive Awards | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | Benefits: | | | | | | | | | | | | | | | | | | | | | | | | | Post-Termination Payment of Whole Life Insurance Premiums | | | — | | | | — | | | | — | | | | — | | | Car Allowance Reimbursement | | | | — | | | | — | | | | — | | | | — | | Post-Termination Health, Dental & Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Termination Payment of Accrued Unpaid Car Allowance | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | | $ | 750 | | Accrued Unused Vacation | | $ | 20,833 | | | $ | 20,833 | | | $ | 20,833 | | | $ | 20,833 | | | $ | 9,805 | | | $ | 9,805 | | | $ | 9,805 | | | $ | 9,805 | | | | | | | | | | | | | | | | Total: | | $ | 32,000 | | | $ | 32,000 | | | $ | 32,000 | | | $ | 32,000 | | | $ | 22,357 | | | $ | 22,357 | | | $ | 22,357 | | | $ | 22,357 | | | | | | | | | | | | | | | |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of securities
ownership and changes in such ownership with the SEC. Officers, directors and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of the copies of such forms furnished to us and/or written representations that no Form 5 filings were required, we believe that during the period from January 1, 20172020 through December 31, 2017,2020, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with on a timely basis, except that one report for Mr. Kiefer to report certain surrenders of shares of common stock to pay taxes upon vesting of shares of restricted stock on each of December 14, 2017 and January 4, 2018 was filed on January 16, 2018.basis. Code of Ethics We have adopted a code of ethics applicable to our principal executive officer and principal financial and accounting officer, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002, the rules of the SEC promulgated thereunder, and the NASDAQ rules. The code of ethics also applies to all of our employees as well as our Board of Directors.Directors, including our Executive Chairman. In the event that any changes are made or any waivers from the provisions of the code of ethics are made, these events would be disclosed on our website or in a report on Form8-K within four business days of such event. The code of ethics is posted on our website at www.manitexinternational.com. Copies of the code of ethics will be provided free of charge upon written request directed to Investor Relations, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455. Transactions with Related Persons Discussed below are certain direct and indirect relationships and transactions involving our company and certain of our Directors, executive officers, nominees for Director, beneficial owners of more than five percent of our Common Stock and members of the immediate families of the foregoing. We believe that the terms of the following transactions are comparable to terms that would have been reached by unrelated parties in arms-length transactions. Bridgeview Lease Beginning June 1, 2010, we lease our 40,000 sq. ft. Bridgeview facility from an entity controlled by Mr. Langevin, the Company’s Chairman and CEO, andExecutive Chairman. On October 3, 2018, the beneficial owner of more than 5% of our outstanding Common Stock. The lease will expire on June 30, 2020 and haswas amended to extend the initial lease term to fifteen years expiring in May 3, 2025 with a provision for an option for a five-year extension period and thereafter, sixone-year extension periods. Pursuant to the terms of the lease, we made monthly lease payments of approximately $22,000.$23,000. The Company is also responsible for all the associated operating expenses, including insurance, property taxes, and repairs. The lease contains a rental escalation clause under which annual rent is increased during the initial lease term by the lesser of the increase in the Consumer Price Increase or 2.0%. Rent for any extension period shall however, be the then-market rate for similar industrial buildings within the market area. The dollar value of Mr. Langevin’s interest in the lease transaction was approximately $264,000, $259,000$276,000 and $256,000$273,000 in 2017, 2016,2020 and 2015,2019, respectively. We have assumed for the purpose of calculating Mr. Langevin’s interest in the lease transaction, that he and his affiliates own 100% of the equity interests of the entity that is a party to such transaction. The Company has the option, to purchase the building by giving the landlord written notice at any time prior to the date that is 180 days prior to the expiration of the lease or any extension period. The landlord can require the Company to purchase the building if a change of Control Event, as defined in the agreement, occurs by giving written notice to the Company at any time prior to the date that is 180 days prior to the expiration of the lease or any extension period. The purchase price regardless whether the purchase is initiated by the Company or the landlord will be the Fair Market Value as of the closing date of said sale. The entity controlled by Mr. Langevin sold the building on December 31, 2020 to an unaffiliated third party. The terms of the new building lease are the same in all material respects. Transactions with Terex Corporation Terex Corporation (“Terex”) owns 1,138,581 common shares of the Company or approximately 6.88%5.72% of the Company’s outstanding shares as of April 11, 2018.9, 2021.
Additionally, the Company hashad issued a subordinated convertible debenture with a $7,500 face amount payable to Terex. The convertible debenture, is subordinated, carries a 5% per annum coupon, and is convertible into Company common stock at a conversion price of $13.65 per share or a total of 549,451 shares, subject to customary adjustment provisions. The Company has paid off the convertible debenture has aas of December 19, 2020 maturity date.31, 2020. See Note 1314 to our consolidated financial statements in our Annual Report on Form10-K filed on April 10, 2018March 11, 2021 for additional details. On May 11, 2017, in anticipation of an initial public offering, ASV Holdings converted from an LLC to aC-Corporation and the Company’s 51% interest was converted to 4,080,000 common shares of ASV Holdings. On May 17, 2017, in connection within its initial public offering, ASV Holdings sold 1,800,000 of its own shares and the Company sold 2,000,000 shares of ASV Holdings common stock. At December 31, 2017, the Company held a 21.2% interest in ASV Holdings, but no longer has a controlling interest in ASV Holdings. ASV Holdings was deconsolidated during the quarter ended June 30, 2017 and is recorded as an equity investment starting with quarter ended June 30, 2017. Financial information (related to periods before June 2017) included in our Annual Report on Form10-K filed on April 10, 2018 reflect ASV Holdings as a discontinued operation. See Notes 1, 2 and 25 to our consolidated financial statements in our Annual Report on Form10-K filed on April 10, 2018 for additional details.
Approval Process Transactions involving related persons are approved, or ratified ifpre-approval is not feasible, by our Audit Committee, which approves or ratifies the transaction only if our Audit Committee determines that it is in the best interests of our stockholders. In considering the transaction, our Audit Committee considers all relevant factors, including, as applicable (i) the business rationale for entering into the transaction; (ii) available alternatives to the transaction; (iii) whether the transaction is on terms no less favorable than terms generally available to an unrelated third party under the same or similar circumstances; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction. Our Audit Committee also periodically monitors ongoing transactions involving related persons to ensure that there are no changed circumstances that would render it advisable to amend or terminate the transaction. Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Ronald M. Clark, Robert S. Gigliotti, Mr. Frederick B. Knox, and Stephen J. Tober, none of whom are employees or current or former officers of our Company or had any relationship with our Company required to be disclosed under “Transactions with Related Persons.”
DIRECTOR COMPENSATION Directors who are employees of the Company receive no compensation, as such, for their service as members of the Board. In calendar year 2017,2020, pursuant to theNon-Employee Director Plan, Directors who were not employees of the Company received $10,000 per quarter. All Directors are reimbursed for expenses incurred in connection with attendance at meetings. In addition,non-employee Directors are eligible to participate in the Company’s Second Amended and Restated 20042019 Equity Incentive Plan. The following table sets forth information regarding the compensation received by each of ournon-employee Directors during the year ended December 31, 2017:2020: | Name | | Fees Earned or
Paid in Cash
($) | | Stock
Awards
($) | | Option
Awards
($) | | Non-Equity
Incentive Plan
Compensation
($) | | Change in Pension
Value and Nonqualified
Deferred Compensation
Earnings
($) | | All Other
Compensation
($) | | Total
($) | | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($) | | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | | Total ($) | | Mr. Ronald M. Clark | | $ | 40,000 | | | $ | 36,000 | (2) | | | — | | | | — | | | | — | | | | — | | | $ | 76,000 | | | Ronald M. Clark | | | $ | 40,000 | | | | $ | 45,610 | | (2) | | | — | | | | — | | | | — | | | | — | | | | $ | 85,610 | | Robert S. Gigliotti | | $ | 40,000 | | | $ | 36,000 | (2) | | | — | | | | — | | | | — | | | | — | | | $ | 76,000 | | | $ | 40,000 | | | | $ | 45,610 | | (2) | | | — | | | | — | | | | — | | | | — | | | | $ | 85,610 | | Frederick B. Knox | | $ | 40,000 | | | $ | 36,000 | (2) | | | — | | | | — | | | | — | | | | — | | | $ | 76,000 | | | $ | 40,000 | | | | $ | 45,610 | | (2) | | | — | | | | — | | | | — | | | | — | | | | $ | 85,610 | | Marvin B. Rosenberg | | $ | 40,000 | | | $ | 36,000 | (2) | | | — | | | | — | | | | — | | | $ | 120,000 | (1) | | $ | 196,000 | | | $ | 40,000 | | | | $ | 45,610 | | (2) | | | — | | | | — | | | | — | | | $ | 120,000 | | (1) | | $ | 205,610 | | Ingo Schiller | | | $ | 40,000 | | | | $ | 45,610 | | (2) | (3) | | — | | | | — | | | | — | | | | — | | | | $ | 85,610 | | Stephen J. Tober | | $ | 40,000 | | | $ | 36,000 | (2) | | | — | | | | — | | | | — | | | | — | | | $ | 76,000 | | | $ | 40,000 | | | | $ | 45,610 | | (2) | | | — | | | | — | | | | — | | | | — | | | | $ | 85,610 | |
(1) | Represents consulting fees paid to Mr. Rosenberg for services provided to the Company. |
(2) | Represents the value of 4,000 restricted stock units based on closing price of the Company’s Common Stock of $9.00$5.89 on October 9, 2017,March 6, 2020 and 5,000 restricted stock units on August 14, 2020 of $4.41, the date of grant. |
(3) | All shares received by Mr. Schiller in connection with his service as a director of Manitex have been assigned to Tadano under the terms of Mr. Schiller’s arrangement with Tadano. |
Outstanding Equity Awards at 20172020 FiscalYear-End The following table sets forth information about outstanding equity awards held on December 31, 20172020 by the Company’s non-employee Directors: Name | | Number of Unvested Restricted Stock Units | | | Name
| | Number of
Unvested
Restricted
Stock Units | | Mr. Ronald M. Clark
| | | 11,11410,740 | | Robert S. Gigliotti | | | 11,11410,740 | | Frederick B. Knox | | | 11,11410,740 | | Marvin B. Rosenberg | | | 11,11410,740 | | Ingo Schiller | | | — | | Stephen J. Tober | | | 11,11410,740 | |
Meetings ofNon-Employee Directors
Thenon-employee directors of the Board typically meet in executive session without management present either prior to or immediately following each scheduled Board Meeting, and as otherwise needed. When thenon-employee directors of the Board or respective committees meet in executive session without management, a temporary chair is selected from among the directors to preside at the executive session.
Delivery of Proxy Materials to Households
Pursuant to SEC rules, services that deliver the Company’s communications to stockholders that hold their stock through a bank, broker or other holder of record may deliver to multiple stockholders sharing the same address a single copy of the Company’s annual report to stockholders and this proxy statement. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report to stockholders and this proxy statement to any stockholder at a shared address to which a single copy of each document was delivered. Such written or oral requests should be made to Sherman Jung at 9725 Industrial Drive, Bridgeview, Illinois 60455, or(708) 237-2078. Stockholders sharing the same address who wish to receive separate copies or only a single copy of the Company’s annual reports to stockholders and proxy statements in the future should contact Sherman Jung at 9725 Industrial Drive, Bridgeview, Illinois 60455.
Communication with the Board of Directors
Correspondence for any member of our Board of Directors may be sent to such Director’s attention: c/o Corporate Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455. Any written communication will be forwarded to the Board for its consideration.
AUDIT COMMITTEE The Board of Directors has adopted a written charter for the Audit Committee. The four members of the Audit Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2), NASDAQ Rule 5605(c)(2)(A), and Rule10A-3 as promulgated under the Securities Exchange Act of 1934, as amended. Principal Accounting Firm Fees. The aggregate amount of fees billed for professional services by UHYGRANT THORNTON LLP (“UHY”) for the fiscal yearsyear ended December 31, 20172020 and December 31, 2016,2019 are as follows: | | | | 2017 | | | 2016(1) | | | 2020 | | | 2019 | | Audit Fees | | $ | 883,538 | | | $ | 1,071,502 | | | $ | 959,277 | | | $ | 1,140,359 | | Audit-Related Fees | | | 33,200 | | | | 122,900 | | | | — | | | | — | | | | | | | | | | Total Audit and Audit-Related Fees | | $ | 916,738 | | | $ | 1,194,402 | | | $ | 959,277 | | | $ | 1,140,359 | | | | | | | | | |
(1) | The 2016 Audit Fee amount reflects the additional amounts billed in connection with the restatement of the Annual Report on Form10-K/A for the fiscal year ended December 31, 2016.
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Audit Fees. These fees are for professional services rendered in connection with the integrated audit of our annual financial statements for the fiscal yearyears ended December 31, 2017,2020 and 2016.2019. Audit fees also includes fees related to the reviews of the financial statements included in our Quarterly Reports on Form10-Q and statutory filings for the fiscal years ended December 31, 20172020 and 2016.2019. Audit-Related Fees. These fees are fees billed in the fiscal year for assurance and related services in connection with the performance of the audit or review of our financial statements but are not “Audit FeesFees”. The Audit Committee has adopted an Audit andNon-Audit ServicesPre-Approval Policy which requires the Audit Committee’spre-approval of audit andnon-audit services performed by the independent auditor to assure that the provision of such services does not impair the auditor’s independence. The policy authorizes the Committee to delegate to one or more of its memberspre-approval authority with respect to permitted services. All engagements for auditnon-audit and tax servicesnon-audit rendered by UHY and AdvisorsGrant Thornton for fiscal year 2017years 2020 and 20162019 werepre-approved in accordance with the Audit andNon-Audit ServicesPre-Approval Policy.
Audit Committee Report The Audit Committee report set forth below shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under such acts. Audit Committee Report. Management is responsible for the Company’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The Independent Registered Public Accounting Firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed with management the audited financial statements. The Audit Committee has discussed with the Independent Registered Public Accounting Firm the matters required to be discussed by PCAOB Auditing Standard No. 1301.the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the Independent Registered Public Accounting Firm required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the Independent Registered Public Accounting Firm’s communications with the Audit Committee concerning independence and has discussed with them their independence from the Company and its management. Moreover, the Audit Committee has considered whether the Independent Registered Public Accounting Firm’s provision of othernon-audit services to the Company is compatible with the auditor’s independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20172020 for filing with the Securities and Exchange Commission. By recommending to the Board of Directors that the audited financial statements be so included, the Audit Committee is not opining on the accuracy, completeness or fairness of the audited financial statements. Sincerely, RONALDRONALD M. CLARKCLARK
ROBERTROBERT S. GIGLIOTTIGIGLIOTTI
FREDERICKFREDERICK B. KNOXKNOX
STEPHENSTEPHEN J. TOBERTOBER
PROPOSAL 2: | RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 20182021 |
The Board of Directors, upon recommendation of the Audit Committee, has appointed Grant Thornton LLP as Independent Registered Public Accounting Firm, to audit our consolidated financial statements for the year ending December 31, 2018,2021, and to perform other appropriate services as directed by our management and Board of Directors. A proposal will be presented at the meeting to ratify the appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm. It is not expected that a representative of Grant Thornton LLP will be present at the Annual Meeting. Stockholder ratification of the appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm is not required by our bylaws or other applicable legal requirement. However, the Board of Directors is submitting the selection of Grant Thornton LLP to the Stockholders for ratification as a matter of good corporate practice. If the Stockholders fail to ratify this appointment, other independent registered public accounting firm will be considered by the Board of Directors upon recommendation of the Audit Committee. Even if the appointment is ratified, the Board of Directors at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our company and our Stockholders. Vote Required The ratification of Grant Thornton LLP as our independent registered public accounting firm will require the affirmative vote of the holders of at least a majority of the outstanding shares of our Common Stock present or represented at the Annual Meeting.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
PROPOSAL 3: | CONSIDER AN ADVISORY VOTE ON THE COMPENSATIONCOMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |
This proposal provides our stockholders with the opportunity to cast an advisory vote on the Company’s executive compensation program (commonly known as“say-on-pay” “say-on-pay”), as required by Section 14A of the Securities Exchange Act of 1934. In making decisions with respect to compensation for our named executive officers, our Compensation Committee is guided by the following objectives: Our compensation program should be comprehensive, consisting of base salary, annual incentives, long term incentives and benefits, designed to support our objective of providing superior value to stockholders and customers; As discussedOur compensation program should be designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short, intermediate and long-term results; and
Our business success depends on our ability to attract and retain executive talent through competitive compensation programs. The total compensation package for our executive officers consists of base salary, annual incentives, long term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our stockholders, and our own subjective assessment of individual executives’ performance, growth and future potential. When making pay decisions, our Compensation Committee considers the competitiveness of individual elements of compensation, as well as the aggregate sum of base salary, annual incentives and the expected value of long-term incentives (determined at grant) for an executive officer. Our target mix of base salary, annual incentives and long-term incentives generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. We believe the current target pay mix supports a strong pay-for-performance culture; balances the focus on annual and long-term objectives in support of our business strategy; and satisfies the Compensation Discussionneed for flexibility to motivate and Analysis beginning on page 10, ourreward exceptional performance. Our executive compensation program is designed to attract and retain key executives who are critical to the Company’sour future success and creation of stockholdersstockholder value. The Company believesWe believe that both short-term and long-term incentive compensation opportunities provided to the executive officers are directly aligned with our performance, and that the Company’sour compensation program is structured to ensure that a significant portion of executives’ compensation opportunities is directly related to achievement of financial and operational goals and other factors that impact stockholder value. The Board of Director invites you to review carefully the Compensation Discussion and Analysis and the tabular and other disclosures on compensation under Executive Compensation, beginning on page 10, and to cast a vote to approve the Company’s executive compensation programs through the following resolution: “Resolved, that the stockholders approve the compensation of the Company’s named executive officers, including the compensation philosophy, practices and principles as discussed and disclosed in the Compensation Discussion and Analysis,above, the executive compensation tables, any narrative compensation disclosures contained in this Proxy Statement.” While the vote does not bind the Board of Directors to any particular action, the Board of Directors values the input of the stockholders, and will take into account the outcome of this vote in considering future compensation decisions. The Board of Directors has adopted a policy of providing for annualsay-on-pay advisory votes. Unless the Board modifies this policy, the nextsay-on-pay advisory vote will be held at the Company’s 2019 Annual Meeting.
ADDITIONAL INFORMATION Other Matters to Come Before the Meeting Our Board of Directors does not know of any other matters to come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons designated as proxies to vote in accordance with their best judgment on such matters. If any other matter should come before the meeting, action on such matter will be approved if the number of votes cast in favor of the matter exceeds the number opposed. Annual Report The Annual Report to Stockholders covering the Company’s fiscal year ended December 31, 20172020 is being mailed to Stockholders with this Proxy Statement. The Company’s annual report on Form10-K under the Securities Exchange Act of 1934 for the year ended December 31, 2017,2020, including the financial statements, schedules, and exhibits thereto, which the Company has filed with the SEC will be made available to beneficial owners of the Company’s securities without charge upon request by contacting Sherman Jung, 9725 Industrial Drive, Bridgeview, Illinois 60455. Stockholder Proposals Stockholders who intend to have a proposal considered for inclusion in the Company’s proxy materials for presentation at the 20192022 Annual Meeting of Stockholders must submit the written proposal to the Company no later than December 30, 201824, 2021 addressed to the Corporate Secretary at the address set forth on the first page of this proxy statement. Stockholders who intend to present a proposal at the 20192022 Annual Meeting of Stockholders without inclusion of such proposal in the Company’s proxy materials are required to provide notice of such proposal to the Company no later than March 10, 2019.9, 2022. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Delivery of Proxy Materials to Households Pursuant to SEC rules, services that deliver the Company’s communications to stockholders that hold their stock through a bank, broker or other holder of record may deliver to multiple stockholders sharing the same address a single copy of the Company’s annual report to stockholders and this proxy statement. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report to stockholders and this proxy statement to any stockholder at a shared address to which a single copy of each document was delivered. Such written or oral requests should be made to Sherman Jung at 9725 Industrial Drive, Bridgeview, Illinois 60455, or (708) 237-2096. Stockholders sharing the same address who wish to receive separate copies or only a single copy of the Company’s annual reports to stockholders and proxy statements in the future should contact Sherman Jung at 9725 Industrial Drive, Bridgeview, Illinois 60455. Request to Return Proxies Promptly A Proxy is enclosed for your use. Please mark, date, sign and return the Proxy at your earliest convenience or vote through the telephone or Internet procedures set forth on the Proxy. The Proxy requires no postage if mailed in the United States in the postage-paid envelope provided. A prompt return of your Proxy will be appreciated. | By Order of the Board of Directors, | | /S/ SHERMAN JUNG S/ SHERMAN JUNG | Bridgeview, Illinois |
April 26, 2018 MANITEX INTERNATIONAL, INC.
C/O BROADRIDGE
P.O. BOX 1342
BRENTWOOD, NY 11717
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| | | MANITEX INTERNATIONAL, INC. C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 | | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For All | | Withhold All | | For All Except | | To withhold authority to vote for anyindividual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | | | | | | | | | | | | | The Board of Directors recommends you vote FOR | | | | | | | | | | | | | | | | | | | | the following: | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | Nominees | | Nominees | | | | | | | | | | | | | | | | | | | | | 01 Ronald M. Clark 02 Steve Filipov 03 Robert S. Gigliotti 0304 Frederick B. Knox 04 05 David J. Langevin 0506 Marvin B. Rosenberg | | | | | 06 07 Ingo Schiller 08 Stephen J. Tober | | | | | | | The Board of DirtectorsDirectors recommends you vote FOR proposals 2.2 and 3. | | For | Against | ForAbstain | | Against | | Abstain | | | | | 2. | | Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2018.2021. | | | | ☐ | ☐ | ☐ | | ☐
| | | | | 3. | | AdvisoryConsider an advisory vote to approveon the compensation of the Company’s named executive officers.
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| | | | | NOTE: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For address change/comments, mark here. (see reverse for instructions) | Yes | Yes | | No | | ☐ | | | | | | | | | | | | | | | Please indicate if you plan to attend this meeting | ☐ | ☐ | | | ☐
| | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | Date | | | | | | | | Signature (Joint Owners) | Date | Date | | | | | | | | |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report is/are available atwww.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
| | | | | | | | | | | | | | | | | | | | | MANITEX INTERNATIONAL, INC. Annual Meeting of Stockholders May 31, 2018June 3, 2021 11:00 AM (Central Daylight Time)
This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) David J. Langevin and Steve Kiefer,Filipov, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of MANITEX INTERNATIONAL, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM (Central Daylight Time) on Thursday, May 31, 2018, at our offices locatedJune 3, 2021, at 9725 Industrial Drive, Bridgeview, Illinois 60455, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. If any other matters properly come before the meeting, the shares represented by this proxy will be voted in accordance with the discretion of the persons designated as proxies. Address change/comments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side | | |
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