Our business affairs are managed under the direction of our board of directors, which is currently composed of four members. Three of our directors are independent according to the independent director requirements of The NASDAQNasdaq Stock Market (“NASDAQ”Nasdaq”). Our directors serve for one-year terms. See “Board of Directors and Corporate Governance” below for more details about our board.
At the Annual Meeting, stockholders will be asked to elect four directors, Mr. Steven Bronson, Ms. Joy Hou, Mr. Mark Bailey,David Wolenski, and Ms. Angela Blatteis, and Mr. Frank Levinson,Maria Fregosi, to serve until the 20192022 annual meeting of stockholders or until their successors are duly elected and qualified. The following table sets forth the names and certain other information as of March 28, 2018April 22, 2021 for each of the nominees for election as a director, all of whom currently serve on the board of directors.
| | | | | |
Nominee | | Age | | Company Position | |
Steven N. Bronson | | 52
55 | | Chairman of the Board, Chief Executive Officer, and President | |
Mark BaileyJoy C. Hou(1)(2)(3)
| | 69
45 | | Director | |
Angela BlatteisDavid J. Wolenski(1)(2)(3)
| | 57
59 | | Director | |
Frank LevinsonMaria N. Fregosi(1)(2)(3)
| | 65
55 | | Lead Independent Director
| |
(1)Member of the audit committee
| (1) | Member of the audit committee, compensation committee and nominating and corporate governance committee. |
(2)Member of the compensation committee
(3)Member of the nominating and governance committee
Nominees for Director
Steven N. Bronson. Mr. Bronson has over 30 years of business and entrepreneurial experience. His successful background in investment banking and principal investing has led to him taking executive positions in several companies. Mr. Bronson became our Chief Executive Officer and Chairman of our board of directors in July 2010. In March 2011, he also took on the role of President, bringing both his operational and financial expertise to the company.Company. Since successfully turning around Interlink’s business to profitability, Mr. Bronson has focused on strategic matters, mission-critical decisions, and identification of potential acquisitions and business partnership opportunities.
Mr. Bronson also serves as Interim or Acting Chief Financial Officer from time to time, when a vacancy in that officer position occurs. Mr. Bronson served as Acting Chief Financial Officer from August 18, 2020 through November 18, 2020, when Ryan J. Hoffman was appointed to that role.
In July 2013, Mr. Bronson assumed the positions of President and Chief Executive Officer and Director of Qualstar Corporation (NASDAQ:(OTCMKTS: QBAK), a high-quality tape library manufacturer, and its subsidiary N2Power, Inc., a manufacturer of high efficiency power supplies for diverse electronics industries. From 1996 until November 2014, Mr. Bronson served as Chief Executive Officer and Chairman of Bronson & Co., LLC, an investment banking firm. Since October 2008, Mr. Bronson also has served as Chief Executive Officer and Chairman of BKF Capital Group, Inc. (OTCMKTS: BKFG), a publicly traded company operating through its wholly-owned subsidiaries, BKF Investment Group, Inc. and BKF Asset Holdings, Inc. since October 2008.Mr. Bronson also is Chairman of the Board and Chief Executive Officer of Ridgefield Acquisition Corporation (OTCMKTS: RDGA), a publicly traded company with no principal operations or revenue producing activities that is seeking to acquire an operating entity. Mr. Bronson currently holds SIE and series 4, 7, 24, 27, 53, 55, 63, 65, 66 and 79 licenses.
Mr. Bronson was selected to serve on our board of directors because of the perspective and experience he brings as our largest stockholder, his extensive experience with technology companies, and his experience serving as a senior executive officer of a public company.
Mark Bailey
Joy C. Hou. Mr. Bailey has served as a member ofMs. Hou joined our board of directors in June 2020. Ms. Hou presently is the CEO and Co-Founder of MREN, Inc., an enterprise technology platform serving the commercial real estate industry since January 2016, and brings to Interlink more than 402013. Ms. Hou has over 30 years of business and entrepreneurial experience in public accounting.finance, technology, and management. Prior to MREN, Ms. Hou was the CEO and Co- Founder of RAISC, Inc., a tech-enabled bank distressed asset platform that centralized data for over $3B of commercial real estate assets and supported the disposition of over $1.5B of assets. In addition, Ms. Hou spent over 10 years on Wall Street where she held various debt and equity investment positions at Donaldson, Lufkin & Jenrette, Lehman Brothers and served as the Head of Hospitality Practice at Barclays Capital. Ms. Hou is currently on the Board of Cornell Asian Alumni Association as the Vice President of University Relations and had previously served on the Board of Country Montessori School. Ms. Hou holds a Bachelor of Science degree from Cornell University’s School of Hotel Administration with Distinction.
Ms. Hou was selected to serve on our board of directors because of her extensive business experience in working with technology companies, as both a Wall Street banker and entrepreneur.
David J. Wolenski. Mr. Wolenski joined our board of directors in June 2020. He began his public accounting career with Arthur Young & Company, advancing to supervisorcurrently serves as President and on the Board of Directors of Electro-Mechanical Products, Inc., a privately held company engaged in the bank audit division. He then became an audit partnermanufacture of precision-machined components and thermal management systems for the semiconductor, laser, and medical device industries. From 1996 to 2000, Mr. Wolenski was Chief Executive Officer of OZO Automation, Inc. (OTCBB: OZOA), a publicly-traded company that produced robotic workstations for the electronics industry. As Chief Executive Officer, he also managed the sale of OZO’s assets to JOT Automation of Olunsalo, Finland, and served as President of their Depaneling subsidiary from 2000 to 2001. From 1983 to 1996, Mr. Wolenski held various positions with Johns Manville Corporation, a worldwide leader in a firmfiberglass insulations and engineered products, which included managerial assignments in manufacturing, business development, and quality assurance. Mr. Wolenski currently serves on the central coastboard of California. He opened his accounting firm, Mark Bailey & Company, in 1984, whichdirectors of Qualstar Corporation (OTCMKTS: QBAK), a position he rebrandedhas held since 2013. His past board affiliations have included OZO Automation, Inc., where he was a director from 1996 to Excelsis in 2012. Excelsis specializes in small1999, and Bio-Medical Automation, Inc., where he was a director from 1999 to mid-sized companies and offers diverse services including, audit, tax, strategic planning, internal control evaluation and testing, business valuation and management consulting and is registered with the Public Company Accounting Oversight Board.2000. Mr. Bailey is the managing partner of the firm and consults extensively on business valuations, mergers and acquisitions, tax planning, accounting and management. HeWolenski holds a bachelor’sBS degree with a concentration in accountingMechanical Engineering from California Polytechnic Statethe University San Luis Obispoof Colorado at Boulder (1983), and is accredited in business valuation and certified in financial forensics and holdsan MBA from the Certified in Entity and Intangible Valuation designation. He is a memberUniversity of the American Institute of Certified Public Accounts, the California Society of
7Colorado at Denver (1990).
Certified Public Accountants, and the Nevada Society of Certified Public Accountants. Mr. BaileyWolenski was selected to serve on our board of directors because of his extensivesenior executive management experience at privately-held and publicly-held manufacturing companies and his prior experience as a director of other companies.
Maria N. Fregosi. Ms. Fregosi joined our board of directors in public accounting.
Angela Blatteis.February 2021. Ms. BlatteisFregosi is Chief Investment Officer of Home Point Capital Inc. (NASDAQ: HMPT), a leading residential mortgage originator and servicer, where she is responsible for managing and monitoring the company’s investments. Ms. Fregosi is a founding member of Home Point Capital, and previously served as its Chief Financial Officer from 2018 to 2020 as well as its Chief Strategy Officer and Chief Capital Markets Officer from 2015 to 2018. Ms. Fregosi has served as a member of our boardthe Board of directorsHome Point Mortgage Acceptance Corp. since July 2014, and brings2020. Prior to Interlink over 30 years of experience in investment banking, bankruptcy, private equity, and mergers and acquisitions.joining Home Point Capital, Ms. Blatteis presently is an Ambassador to The GoresFregosi served as Chief Capital Markets Officer for Hamilton Group Funding, a Los Angeles based private equity firm, and remains a consultant to The Gores Group inretail mortgage loan originator. In addition, to providing consulting services to various companies and management teams. From 1996 through December 2011, Ms. Blatteis worked with The Gores Group, serving as Managing Director beginning in 2004, where she was responsible for key aspects of mergers and acquisitions and divestitures for the firm’s portfolio companies. From July 2007 through July 2011, Ms. Blatteis co-founded Global Equity Capital (GEC), an affiliate of The Gores Group, to focus on acquiring businesses in the small capitalization market and held the title Managing Director. In August 2014, Ms. Blatteis launched Soupure, a soup company which uses science and research to develop soup for health conscious individuals by leveraging the power of proteins and smart energy nutrients, and continues to serve as the company’s chief financial officer. She previouslyFregosi served as the company’s chief executive officer.Chief Operating Officer and Chief Compliance Officer of Catalyst Financial, a full-service value-based investment banking firm, and simultaneously the Chief Operating Officer for BKF Capital Group, Inc., a publicly traded investment company founded by Steven Bronson, our Chief Executive Officer. Ms. Blatteis receivedFregosi also served as Chief Operating Officer and Chief Financial Officer of Client First Settlement Funding, a boutique specialty finance company, and as an MBAExecutive Vice President at ABN AMRO Bank. Ms. Fregosi holds a Master of Business Administration in Finance from the University of Chicago, BoothRochester’s Simon School of Business and is a Summa Cum Laude graduate with a Bachelor of Arts in Economics from the University of California, Berkeley.SUNY Buffalo State College.
Through her experience in various senior level investment banking positions with The Gores Group,
Ms. Blatteis has developed a substantial financial and accounting background and expertise, which she contributes to our board of directors. Ms. Blatteis’ financial expertise and acumen in private equity, mergers and acquisition, portfolio company management and investment banking in general assists our board in providing oversight to management on these matters. Ms. Blatteis’ senior leadership experience also enables her to provide strategic input to our board, in addition to her financial expertise, discipline and oversight.
Frank Levinson. Dr. Levinson has served as a member of our board of directors since July 2014. Presently he is a General Partner with Phoenix Venture Partners, a venture capital firm focused on advanced materials innovations, and a Managing Director of the Small World Group (SWG) Incubator, a technology incubator focusing on clean tech, optical systems and advanced material technologies active in both Singapore and the United States. Dr. Levinson has an exceptional 30-year track record of starting and building companies. Most notably, Dr. Levinson was the founder, Chief Technology Officer, and Chairman of Finisar Corporation (NASDAQ:FNSR),which he built into a multibillion dollar optical components and subsystems supplier and grew revenue from zero to over $500 million in annual sales. During his tenure at Finisar, Dr. Levinson built the company’s manufacturing operations in Asia and oversaw the implementation of more than 12 corporate partnerships, including those with Honeywell, Sensors Unlimited, and Infineon. He is currently on the board of directors of Fabrinet (NYSE:FN). Dr. Levinson earned his Ph.D. in Astronomy from the University of Virginia and his Bachelor of Science in physics and mathematics from Butler University.
Dr. LevinsonFregosi was selected to serve on our board of directors because of hisher extensive business experience in growing technologyworking with publicly held companies including companies with substantial operations in Asia where a significant amount of our operations occur.the investment banking and financial services industries.
Vote Required
Directors are elected by a plurality vote. The four nominees for directors receiving the highest number of votes cast will be elected as directors.
***THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH
OF THE NOMINEES LISTED ABOVE***
PROPOSAL NO. TWO
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we are required to include in this proxy statement and present at the annual meeting a non-binding stockholder vote to approve the compensation of our executives, as described in this proxy statement, pursuant to the compensation disclosure rules of the SEC. This proposal, commonly known as a “say on pay” vote, gives stockholders the opportunity to endorse or not endorse the compensation of our executives as disclosed in this proxy statement. This proposal will be presented at the annual meeting as a resolution in substantially the following form:
RESOLVED, that the stockholders approve the compensation of the Company’s executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure in the Company’s proxy statement for the annual meeting.
This vote will not be binding on our Board of Directors and may not be construed as overruling a decision by the Board or creating or implying any change to the fiduciary duties of the Board. The vote will not affect any compensation previously paid or awarded to any executive. The compensation committee and the Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements.
The purpose of our compensation programs is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value.
Vote Required
The affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote is required for endorsement of the compensation of our executive officers.
***THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ENDORSEMENT OF THE
COMPENSATION OF OUR EXECUTIVE OFFICERS***
PROPOSAL NO. THREE
ADVISORY VOTE ON THE FREQUENCY OF
AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Act, in addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, we are required this year to include in this proxy statement and present at the annual meeting a non-binding stockholder vote on whether an advisory vote on executive compensation should be held every year, every two years or every three years.
The Board believes that holding an advisory vote on executive compensation every year is the optimal interval for conducting and responding to a “say on pay” vote so that stockholders may annually express their views on Interlink’s executive compensation program.
Stockholders have the opportunity to choose among four options (holding the advisory vote on executive compensation every year, every two years, every three years or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the Board’s recommendation.
Although this advisory vote on the frequency of the “say on pay” vote is nonbinding, the Board and the Compensation Committee may take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.
***THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION TO BE HELD EVERY YEAR***
PROPOSAL NO. FOUR
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our board of directors has appointed RBSM LLP (“RBSM”), as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2018.2021.
At the Annual Meeting, stockholders will be asked to ratify the appointment of RBSM as our independent registered public accounting firm for the year ending December 31, 2018.2021. Stockholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or other applicable legal requirements. However, our board of directors submits the appointment of RBSM to our stockholders for ratification as a matter of good corporate governance. If this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote, the appointment will be reconsidered by our audit committee. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during the year ending December 31, 20182021 if our audit committee believes that such a change would be in the best interests of Interlink and its stockholders. A representative of RBSM is expectedwill be invited to be present atattend the Annual Meeting and, if attending, will have an opportunity to make a statement if he or she wishes to do so and is expected to be available to respond to appropriate questions from stockholders.
Changes in Independent Registered Public Accounting Firm
Marcum, LLP. On March 20, 2017, we dismissed Marcum, LLP (“Marcum”) as our independent registered public accounting firm. The decision to dismiss Marcum was approved by the audit committee of our board of directors.
The audit reports of Marcum on our financial statements as of and for the fiscal years ended December 31, 2015 and 2016 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles.
In connection with the audit of our financial statements for the fiscal years ended December 31, 2015 and 2016, and for the subsequent interim period through March 20, 2017, there were: (i) no disagreements between us and Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in its report on our financial statements for such fiscal years; and (ii) no “reportable events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
At the time of its dismissal, we provided Marcum with a copy of the disclosures reproduced in this proxy statement and requested that Marcum furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum agrees with our statements. A copy of the letter dated March 21, 2017, furnished by Marcum in response to that request is filed as Exhibit 16.1 to our Form 8-K filed with the Securities and Exchange Commission on March 21, 2017.
The audit committee of our board of directors approved the appointment of RBSM as our new independent registered public accounting firm, and we formally engaged RBSM as our independent registered public accounting firm on March 20, 2017.
During our fiscal years ended December 31, 2015 and 2016 and through March 20, 2017, neither we nor anyone on our behalf consulted with RBSM with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and RBSM did not provide either a written report or oral advice to us that RBSM concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
SingerLewak, LLP. On January 5, 2016, we dismissed SingerLewak, LLP (“SingerLewak”) as our independent registered public accounting firm. The decision to dismiss SingerLewak was approved by the audit committee of our board of directors.
The audit reports of SingerLewak on our financial statements as of and for the fiscal years ended December 31, 2013 and 2014 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles.
In connection with the audit of our financial statements for the fiscal years ended December 31, 2013 and 2014, and for the subsequent interim period through January 5, 2016, there were: (i) no disagreements between us and SingerLewak on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of SingerLewak, would have caused SingerLewak to make reference to the subject matter of the disagreements in its report on our financial statements for such fiscal years; and (ii) no “reportable events” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
At the time of its dismissal, we provided SingerLewak with a copy of the disclosures reproduced in this proxy statement and requested that SingerLewak furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not SingerLewak agrees with our statements. A copy of the letter dated January 20, 2016, furnished by SingerLewak in response to that request is filed as Exhibit 16.1 to our Registration Statement on Form 10 filed with the Securities and Exchange Commission on February 17, 2016.
The audit committee of our board of directors approved the appointment of Marcum as our new independent registered public accounting firm, and we formally engaged Marcum as our independent registered public accounting firm on January 8, 2016.
During our fiscal years ended December 31, 2013 and 2014 and through January 8, 2016, neither we nor anyone on our behalf consulted with Marcum with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and Marcum did not provide either a written report or oral advice to us that Marcum concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event” within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Fees Paid to Independent Registered Public Accounting FirmsFirm
The following table presents fees for professional audit services and other services renderedbilled to us by our independent registered public accounting firmsRBSM LLP for professional services rendered during the fiscal years ended December 31, 20172020 and 2016.
| | | | | | | |
| | 2017 | | 2016 | |
SingerLewak | | | | | | | |
Audit Fees (1) | | $ | — | | $ | — | |
Audit-Related Fees (4) | | $ | — | | $ | 87,329 | |
Tax Fees (5) | | $ | — | | $ | — | |
All Other Fees | | $ | — | | $ | — | |
Subtotal for SingerLewak | | $ | — | | $ | 87,329 | |
| | | | | | | |
Marcum | | | | | | | |
Audit Fees (2) | | $ | — | | $ | 89,689 | |
Audit-Related Fees (4) | | $ | 34,860 | | $ | 109,189 | |
Tax Fees (5) | | $ | — | | $ | — | |
All Other Fees | | $ | | | $ | — | |
Subtotal for Marcum | | $ | 34,860 | | $ | 198,878 | |
| | | | | | | |
RBSM | | | | | | | |
Audit Fees (3) | | $ | 75,000 | | $ | — | |
Audit-Related Fees (4) | | $ | 22,500 | | $ | — | |
Tax Fees (5) | | $ | — | | $ | — | |
All Other Fees | | $ | — | | $ | — | |
Subtotal for RBSM | | $ | 97,500 | | $ | — | |
| | | 2020 | | | 2019 | |
| Audit Fees (1) | | $ | 175,000 | | | $ | 18,000 | |
| Audit-Related Fees (2) | | | 8,500 | | | | — | |
| Tax Fees (3) | | | — | | | | — | |
| All Other Fees (4) | | | 2,488 | | | | — | |
| Total Fees | | $ | 189,988 | | | $ | 18,000 | |
| (1) | “Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year. |
| | | | | | | |
Total Fees | | $ | 132,360 | | $ | 286,207 | |
| (2) | “Audit-Related Fees” consist of fees incurred for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements. Audit-related fees for 2020 include fees for professional services rendered in connection with the registration of shares pursuant to our registration statement on Form S-8 that we filed with the SEC during 2020. |
| (3) | “Tax Fees” consist of fees incurred for professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning. |
(1)“Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year. SingerLewak did not perform any such services during the fiscal years ended December 31, 2016 and 2017.
| (4) | “All Other Fees” relate to professional services not included in the categories above, including services related to other regulatory reporting requirements. All other fees for 2020 include reimbursement of direct, out-of-pocket expenses. |
(2)“Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our From 10-K for the years ended December 31, 2016, review of our quarterly financial statements presented in our quarterly report on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year.
(3)“Audit Fees” consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our From 10-K for the years ended December 31, 2017, review of our quarterly financial statements presented in our quarterly report on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for the fiscal year.
(4)“Audit-Related Fees” consist of fees incurred for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements.Audit-related fees for 2016 also included fees for professional services rendered in connection with the registration of shares pursuant to our registration statements on Form 10 and Form S-8 that we filed with the SEC during such fiscal year. Audit-related fees for 2017 also included fees for professional services rendered in connection with the registration of shares pursuant to our registration statements on Form S-3 that we filed with the SEC during such fiscal year.
(5)“Tax Fees” consist of fees incurred for professional services rendered in connection with tax audits, tax compliance, and tax consulting and planning.
Auditor Independence
In 2017,2020, there were no other professional services provided by Marcum or RBSM that would have required the audit committee to consider their compatibility with maintaining the independence of Marcum or RBSM.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board, or PCAOB, regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, in our audit committee has a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.
Before the establishment of our audit committee in July 2020, the duties and responsibilities of the audit committee were performed by our full board of directors.
Before engagement of the independent registered public accounting firm for the next fiscal year’s audit, the independent registered public accounting firm submits a detailed description of services expected to be rendered during that year for each of the following categories of services to the audit committee for approval:
Audit services. Audit services include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to form an opinion on our consolidated financial statements. Audit services also include, as necessary, the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.
Audit-related services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.
Tax Services. Tax services include services related to tax compliance, tax planning and tax advice.
All Other Services. All other services are those services not described in the other categories that are not prohibited by SEC rules.
12
| · | Audit services. Audit services include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to form an opinion on our consolidated financial statements. Audit services also include, as necessary, the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC. |
| · | Audit-related services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. |
| · | Tax Services. Tax services include services related to tax compliance, tax planning and tax advice. |
| · | All Other Services. All other services are those services not described in the other categories that are not prohibited by SEC rules. |
The audit committee pre-approves particular services or categories of services on a case-by-case basis. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the services must be pre-approved by the audit committee, or as permitted, the audit committee chair, before the independent registered public accounting firm is engaged. Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the audit committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the audit committee, or the audit committee chair. All fees paid to Marcum and RBSM LLP for the fiscal years ended December 31, 20172020 and 20162019 were pre-approved by the audit committee or, before establishment of our audit committee in July 2020, by the full board of directors in accordance with the process described in the policy above.
Vote Required
The affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of RBSM as our independent registered public accounting firm for the year ending December 31, 2018.2021.
***THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
RATIFICATION OF THE APPOINTMENT OF RBSM LLP***
REPORT OF THE AUDIT COMMITTEE
The Audit Committee maintains effective working relationships with the Board, management and RBSM LLP, the Company’s independent registered public accounting firm (the “Independent Accountants”). As set forth in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that our Company’s consolidated financial statements and disclosures are complete and accurate and in accordance with U.S. generally accepted accounting principles and applicable rules and regulations. The Independent Accountants are responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles.
The Audit Committee has (1) reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 20172020 with the Company’s management and with the Independent Accountants; (2) discussed with the Independent Accountants the matters required to be discussed by Auditing Standards No. 16, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and (3) received the written disclosures and the letter from the Independent Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the Independent Accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the Independent Accountants the Independent Accountants’ independence and considered whether the provision of non-audit services by the Independent Accountants to the Company is compatible with the Independent Accountants’ independence.
Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the Independent Accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s consolidated financial statements have been carried out in accordance with generally accepted auditing standards, that the consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles or that the Company’s Independent Accountants are in fact “independent.”
Based upon the reviews and discussions described above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to in this report and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2020.
Submitted by the Audit Committee of the Board:
Mark Bailey
Maria N. Fregosi (Chair)
Angela Blatteis
Frank Levinson
Joy C. Hou
David J. Wolenski
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Composition
Our business affairs are managed under the direction of our board of directors, which is currently composed of four members. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.
The board of directors met five (5) timesone (1) time in 2017.2020. Each board member attended at least 75% of the aggregate number of board meetings and meetings of standing committees of which he or she is a member.
Director Independence
Our common stock is listed on the NASDAQ CapitalNasdaq Stock Market. Under the Nasdaq rules, of NASDAQ, independent directors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq rules of NASDAQ require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the Nasdaq rules, of NASDAQ, a director will only qualify as an “independent director”‘‘independent director’’ if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise or interfere with such director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Messrs. BaileyMs. Fregosi, Ms. Hou, and Levinson and Ms. BlatteisMr. Wolenski are “independent directors” as defined under the applicable Nasdaq rules and regulationsregulations. Because Mr. Bronson is employed by Interlink, he does not qualify as independent. Angela Blatteis and Frank Levinson, who served as directors until May 2020 and June 2020, respectively, were each determined to be independent during the time they served on the Board.
In addition, our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Ms. Fregosi, Ms. Hou, and Mr. Wolenski, each of whom is a non-employee member of our board of directors, serve on these board committees. Our board of directors has determined that each of Ms. Fregosi, Ms. Hou, and Mr. Wolenski satisfies the requirements for independence and, in the case of the SECaudit committee, financial literacy for service on the audit committee, compensation committee and the listing requirementsnominating and rules of NASDAQ.corporate governance committee under applicable Nasdaq rules.
Board Leadership Structure; Lead Independent Director
Mr. Bronson, our chief executive officer, serves as chairman of our board of directors. Mr. Bronson possesses detailed, in-depth knowledge of the issues, opportunities, and challenges facing us. Independent directors and management sometimes have different perspectives and roles in strategy development. Our board of directors believed that Mr. Bronson’s combined role as chief executive officer and chairman enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.
Our corporate governance guidelines provide that one of our independent directors should serve as a lead independent director at any time when our chief executive officer serves as the chairman of our board of directors or if the chairman is not otherwise independent. Because Mr. Bronson is our chairman, our board of directors has appointed Mr. LevinsonDavid J. Wolenski to serve as our lead independent director. As lead independent director, Mr. LevinsonWolenski presided over periodic meetings of our independent directors, served as a liaison between our chairman and the independent directors, worked with Mr. Bronson to establish board meeting agendas, raised issues with management on behalf of the independent directors when appropriate, oversaw the general functioning of the board and committees and performed such additional duties as our board of directors otherwise determined and delegated.
Our independent directors bring experience, oversight and expertise from outside of our company. We believe that our corporate governance principles and policies ensure that strong and independent directors will continue to effectively oversee our management and key issues related to long-range business plans, strategic issues, risks, and integrity.
Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members will serve on these committees until their resignation or as otherwise determined by our board of directors. Each of these standing committees operates under a written charter adopted by the board of directors. The charters are available on the “Investors” section of our website at www.interlinkelectronics.com.
Audit Committee. Messrs. Bailey Ms. Fregosi, Ms. Hou, and Levinson and Ms. Blatteis,Mr. Wolenski, each of whom is a non-employee member of our board of directors, serve on our audit committee, and Mr. BaileyMs. Fregosi chairs the committee. The audit committee met six (6)two (2) times during 2017.2020. Our board of directors has determined that each of the members of the audit committee satisfies the
requirements for independence and financial literacy under the rules and regulations of NASDAQNasdaq and the SEC. Our board of directors has also determined that Ms. BlatteisFregosi qualifies as an “audit committee financial expert,” as defined in the SEC rules, and satisfies the financial sophistication requirements of NASDAQ.Nasdaq. The audit committee is responsible for, among other things:
| · | | appointing, overseeing, and if need be, terminating any independent auditor; |
| · | | assessing the qualification, performance and independence of our independent auditor; |
| · | | reviewing the audit plan and pre-approving all audit and non-audit services to be performed by our independent auditor; |
| · | | reviewing our financial statements and related disclosures; |
| · | | reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control and disclosure controls and procedures; |
| · | | reviewing our overall risk management framework; |
| · | | overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters; |
| · | | reviewing and discussing with management and the independent auditor the results of our annual audit, reviews of our quarterly financial statements and our publicly filed reports; |
| · | | reviewing and approving related person transactions; and |
| · | | preparing the audit committee report that the SEC requires in our annual proxy statement. |
Compensation Committee. Messrs. Bailey and LevinsonMr. Wolenski, Ms. Hou, and Ms. Blatteis,Fregosi, each of whom is a non-employee member of our board of directors, comprise our compensation committee, and Mr. LevinsonWolenski chairs the committee. The compensation committee did not meet one (1) time during 2017.2020. Our board of directors has determined that each of the members of the compensation committee meets the requirements for independence under the rules of NASDAQNasdaq and the SEC and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.SEC. The compensation committee is responsible for, among other things:
| · | | reviewing the elements and amount of total compensation for all officers; |
| · | | formulating and recommending any proposed changes in the compensation of our chief executive officer for approval by the board; |
| · | | reviewing and approving any changes in the compensation for officers, other than our chief executive officer; |
| · | | administering our equity compensation plans; |
| · | | reviewing annually our overall compensation philosophy and objectives, including compensation program objectives, target pay positioning and equity compensation; and |
| · | | preparing the compensation committee report that the SEC will require in our annual proxy statement. |
Compensation Committee Interlocks and Insider Participation. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our compensation committee or our board of directors.
Nominating and Corporate Governance Committee. Messrs. Bailey and LevinsonMs. Hou, Mr. Wolenski, and Ms. Blatteis,Fregosi, each of whom is a non-employee member of our board of directors, comprise our nominating and corporate governance committee, and Ms. BlatteisHou chairs the committee. The nominating and corporate governance committee met one (1) timedid not meet during 2017.2020. Our board of directors has determined that each of the members of the nominating and corporate governance committee meets the requirements for independence under the rules of NASDAQNasdaq for service on this committee. The nominating and corporate governance committee is responsible for, among other things:
| · | | evaluating and making recommendations regarding the composition, organization and governance of our board of directors and its committees; |
| · | | identifying, recruiting and nominating director candidates to the board if and when necessary; |
| · | | evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees; |
| · | | reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and |
| · | | reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee. |
Board Member Nomination Process
The nominating and corporate governance committee employs a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the committee considers include, without limitation, issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. The nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors: (i) the highest personal and professional ethics and integrity, (ii) proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, (iii) skills and expertise that are complementary to those of the existing members of our board of directors, (iv) the ability to assist and support management and make significant contributions to the company’s success, and (v) an understanding of the fiduciary responsibilities that are required of a member of our board of directors, and the commitment of time and energy necessary to diligently carry out those responsibilities. Other than the foregoing, there are no stated minimum criteria for director nominees, although the nominating and corporate governance committee may also consider other factors that it may deem, from time to time, in our and our stockholders’ best interests. The nominating and corporate governance committee may also take measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the nominating and corporate governance committee, the board of directors, or management.
Although the board of directors does not maintain a specific policy with respect to board diversity, the board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nominating and corporate governance committee may take into account the benefits of diverse viewpoints. After completing its review and evaluation of director candidates, the nominating and corporate governance committee recommends to the full board of directors the director nominees for election. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations.evaluations
Stockholder Recommendations and Nominations of Candidates for Election to the Board of Directors
The nominating and corporate governance committee will consider candidates for nomination to the board of directors recommended by any stockholder holding at least one percent (1%) of the fully diluted capitalization of Interlink for at least twelve months prior to the date that the recommendation is submitted. The committee will evaluate recommendations in accordance with its charter, our bylaws, our policies and procedures for director candidates, as well as the nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. A stockholder wishing to recommend a candidate for nomination should contact our Secretary in writing, at the address indicated in the next paragraph. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between the candidate and Interlink and evidence of the recommending stockholder’s ownership of our common stock. The recommendation must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board of directors membership. Our nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
A stockholder of record can nominate a candidate directly for election to the board by complying with the rules and regulations of the Securities and Exchange Commission. An eligible stockholder who wishes to submit a nomination should review the statutory requirements for nominations by stockholders. Any nomination should be sent in writing to the company,Company, addressed to the attention of the Secretary at Interlink Electronics, Inc., 31248 Oak Crest Drive,1 Jenner, Suite 110, Westlake Village,200, Irvine, California 91361.92618. The notice must comply with applicable federal and state law.
Board’s Role in Risk Management Oversight
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational risks. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of the risks we face, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board must satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Our board of directors believes that open communication between management and the board of directors is essential for effective risk management and oversight. Our board meets with our chief executive officer and other members of the senior management team at regularly scheduled quarterly board meetings and in other meetings between the quarterly meetings, where, among other topics, they discuss strategy and risks facing the company.Company.
While our board of directors is ultimately responsible for risk oversight, our board committees assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk. The audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, and legal and regulatory compliance. The audit committee also discusses guidelines and policies with respect to risk assessment and risk management with management and the independent auditor. In addition, the audit committee reviews management’s assessment of the key risks facing us, including the key controls it relies on to mitigate those risks. The audit committee also monitors certain key risks at each of its regularly scheduled meetings, such as risk associated with internal control over financial reporting and liquidity risk. The nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. The compensation committee assesses risks created by the incentives inherent in our compensation policies as well as in our leadership development and succession planning. Finally, the full board of directors reviews strategic and operational risk reported by the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.
Stockholder Communications with the Board of Directors
Stockholders wishing to communicate with our board of directors or with an individual member of our board may do so by writing to our board of directors or to the particular member of our board, and mailing the correspondence to our Secretary, Interlink Electronics, Inc., 31248 Oak Crest Drive,1 Jenner, Suite 110, Westlake Village,200, Irvine, California 9136192618 or sending it by email to ir@interlinkelectronics.com.ir@iefsr.com. Our legal counsel, or his designee in the legal department, will review all incoming stockholder communications (excluding mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive material), and if deemed appropriate, the stockholder communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the chairman of the board.
Corporate Governance Guidelines; Code of Business Conduct and Ethics
Our board of directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the “Investors” section of our website at www.interlinkelectronics.com. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.
Prohibition on Hedging Shares; Pledging of Shares
Our insider trading policy provides that our employees and directors may not engage in derivative transactions involving our securities. Our insider trading policy prohibits our employees and directors from hedging or lending Company securities in any transaction, including by entering into any short sales, swaps, options, puts, calls, forward contracts, or any other similar derivatives transaction. Our insider trading policy does not prohibit our employees and directors from pledging our securities for margin loans or other purposes, and thus they are able to do so subject to compliance with the other terms of our insider trading policy that might restrict such activities.
Non-Employee Director Compensation
Director Compensation Table
The following table details the total compensation earned by our non-employee directors in fiscal year 2017:2020:
| Director | | Fees Earned
or Paid in
Cash | | | Stock Awards(4) | | | Total | |
| Angela Blatteis (1) | | $ | 5,000 | | | $ | — | | | $ | 5,000 | |
| Frank Levinson (1) | | $ | 5,000 | | | $ | — | | | $ | 5,000 | |
| Joy C. Hou (2) | | $ | 10,833 | | | $ | — | | | $ | 10,833 | |
| David J. Wolenski (2) | | $ | 10,833 | | | $ | — | | | $ | 10,833 | |
| Maria N. Fregosi (3) | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | |
Director | | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | |
Mark Bailey(2) | | $ | 10,000 | | $ | 5,000 | | $ | 15,000 | |
Angela Blatteis(2) | | $ | 10,000 | | $ | 5,000 | | $ | 15,000 | |
Frank Levinson(2) | | $ | 10,000 | | $ | 5,000 | | $ | 15,000 | |
(1)Represents awards of our common stock. These amounts represent the grant date fair value of the stock awards granted in fiscal year 2017 determined in accordance with ASC Topic 718. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our common stock in future periods. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2017.
| (1) | Ms. Blatteis and Mr. Levinson resigned as directors in May 2020 and June 2020, respectively. |
| (2) | Ms. Hou and Mr. Wolenski became directors in June 2020. |
| (3) | Ms. Fregosi became a director in February 2021. |
| (4) | No director held stock options or restricted stock awards as of December 31, 2020. |
(2)On July 15, 2017, each of Ms. Blatteis and Messrs. Bailey and Levinson received 561 shares of our common stock. No director held stock options or restricted stock awards at December 31, 2017.
Outside Director Compensation Policy
Our board of directors has adopted a policy for the compensation for our non-employee directors, or the Outside Directors. Outside Directors will receive compensation in the form of equity and cash, as described below:
Initial award. Each person who first becomes an Outside Director will be granted common stock with a grant date fair value equal to $5,000. These awards will be granted on the date of the first meeting of our board of directors or compensation committee occurring on or after the date on which the individual first became an Outside Director.
| · | Initial Equity Award. Each person who first becomes an Outside Director will be granted common stock with a grant date fair value equal to $5,000. These awards will be granted on the date of the first meeting of our board of directors or compensation committee occurring on or after the date on which the individual first became an Outside Director. Ms. Hou and Mr. Wolenski, who became directors in June 2020, received cash awards of $5,000 each in lieu of this initial equity award. |
Annual Award. Annually, on July 15, each Outside Director who has served on our board of directors for at least the preceding six months will be granted common stock with a grant date fair value equal to $5,000.
| · | Annual Equity Award. Annually, on July 15, each Outside Director who has served on our board of directors for at least the preceding six months will be granted common stock with a grant date fair value equal to $5,000. |
Cash Compensation. Each Outside Director receives an annual retainer of $10,000 in cash for serving on our board of directors, or the Annual Fee. The Annual Fee is paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. An Outside Director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the Annual Fee.
| · | Cash Compensation. Each Outside Director receives an annual retainer of $10,000 in cash for serving on our board of directors, or the Annual Fee. The Annual Fee is paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. An Outside Director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the Annual Fee. |
EXECUTIVE OFFICERS
The following table provides information regarding our executive officers and key employee as of March 28, 2018.April 22, 2021. Our executive officers are appointed by our board of directors and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors or executive officers.officers
| Name | | Age | | Company Position | |
Name
| | Age
| | Company Position
| |
Steven N. Bronson | | 52
55 | | Chairman of the Board, President, and Chief Executive Officer and President | |
David S. Burnett
Ryan J. Hoffman | | 51
42 | | Chief Financial Officer and Secretary | |
Albert Lu | | 47
49 | | ChiefVice President, Technology Officer
| |
Please see “Proposal No. One --– Election of Directors – Nominees for Director” for information about Mr. Bronson, who also serves on our Board and is a nominee for election at the Annual Meeting.
David S. Burnett
Ryan J. Hoffman. Mr. BurnettHoffman has served as our Chief Financial Officer since January 10, 2018. Mr. BurnettNovember 2020, joining Interlink with more than two decades of auditing and professional experience accrued at two top global accounting firms. He previously served as our Chief Financial Officer from August 2016 until April 2017,spent 16 years at the accounting firm RSM and provided financial consulting services to us from April 2017 untilwas a partner at the firm for his reappointment as Chief Financial Officer. Mr. Burnett has over 27 yearslast five years. There, he successfully led audits of business experienceglobal companies in publicindustries that include technology, consumer products, and manufacturing. While there, he cultivated a specialization in software and multiple-element revenue recognition accounting and corporate financial matters. From April 2017 until December 2017,auditing. Prior to that, he worked for the Big Four accounting firm Ernst & Young. Mr. Burnett served asHoffman graduated with a degree in accounting from Chapman University and is a licensed CPA. He is also the Chief Financial Officer of Palmetto Clean Technology,Qualstar Corporation (OTCMKTS: QBAK), Qualstar Corporation’s wholly owned subsidiary N2Power, Inc., a privately-held company offering clean energy solutions. From July 2010 until August 2016, Mr. Burnett served in various management positions with EnPro Industries, and BKF Capital Group, Inc., most recently Vice President and Treasurer. EnPro Industries is a diversified manufacturer of proprietary engineered products used in critical applications. Prior to joining EnPro, Mr. Burnett was a Director at PricewaterhouseCoopers LLP in Charlotte, North Carolina from November 2004 to July 2010, and from September 2001 to November 2004 in the Washington National Tax Services office in Washington, DC. Prior to PricewaterhouseCoopers LLP, he was a Senior Manager in Grant Thornton LLP’s Office of Federal Tax Services in Washington, D.C. Mr. Burnett received his Bachelor of Science in Business Administration (Accounting) from Old Dominion University, and a Masters of Science in Taxation from Golden Gate University. He is both a Certified Public Accountant and a Certified Treasury Professional. (OTCMKTS: BKFG).
Albert Lu. Dr. Lu has served as our Chief Technology Officer sincefrom February 2014 through December 2020, and has served as our Vice President, Technology since December 2020, and is based in Singapore at our wholly-owned subsidiary, Interlink Electronics Singapore Private Limited. Prior to joining Interlink, for over 15 years Dr. Lu had made significant R&D contributions to the Singapore Institute of Manufacturing Technology, or SIMTech, which develops high-value manufacturing technology and human capital to enhance the competitiveness of Singapore’s manufacturing industry. SIMTech is a research institute of the Agency for Science, Technology and Research (A*STAR). Dr. Lu’s most recent role was Program Manager of the Large Area Processing Program, where he established and spearheaded Singapore’s key R&D facility and pilot line for roll-torollroll-to-roll manufacturing of functional films and printed electronics. In his other technology leadership roles at SIMTech, Dr. Lu orchestrated R&D collaborations and industry consortia in disruptive and emerging technology platforms that included embedded passives, broadband communications, and electronics packaging with multinational corporations and local enterprises.
Dr. Lu earned both a Ph.D. and B. Eng. in electrical engineering from the University of Manchester, Institute of Science and Technology in the United Kingdom. Dr. Lu also received the Lee Kuan Yew Award for Mathematics and Science in Singapore and the Institution of Electrical Engineers Prize in the United Kingdom.
EXECUTIVE COMPENSATION
Processes and Procedures for Compensation Decisions
The compensation committee of theour board of directors is responsible for the executive compensation programs for our executive officers and reports to the board on its discussions, decisions and other actions. Typically, our chief executive officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the executive officers that report to him, except that he does not make recommendations as to his own compensation. Our chief executive officer makes recommendations to our compensation committee regarding short-term and long-term compensation for all executive officers, excluding himself, based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the chief executive officer, as well as each individual compensation component. The compensation committee makes recommendations to the board regarding compensation for the chief executive officer. The independent members of the board make the final decisions regarding executive compensation for our chief executive officer.
The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. The compensation committee didhas not retainretained the services of a compensation consultant during 2017. During 2016, the compensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to assist it in connection with its review of our fiscal 2016 executive compensation program and its analysis of the competitive market for executive talent. Compensia provided the compensation committee with an analysis of the compensation practices of the companies in a compensation peer group, and determined our compensation positioning relative to the compensation peer group. The compensation committee did not use the Compensia analysis as a sole tool for setting compensation because some aspects of our business and objectives are unique to us, and benchmarking may not be appropriate for the small population of companies that meet the selection criteria (industry, revenue, profitability, market capitalization). The compensation committee may in the future gather and review peer group information if the compensation committee determines it be important to its decision-making process.since 2016.
The compensation committee periodically, and at least annually, considers and assesses the independence of its compensation consulting firm, including whether such firm has any potential conflicts of interest with our company or members of the compensation committee, as set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The most recent review was conducted inDecember 2016. Based on that review, the committee concluded that it is not aware of any conflict of interest that has been raised by work performed by Compensia or the individual consultants employed by Compensia that perform services for the committee.
Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers during 20162020 and 2017.2019. As a “smaller reporting company,” as such term is defined in the rules promulgated under the Securities Exchange Act of 1933, as amended, or the Securities Act,1934, we are required to provide compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. Throughout this proxy statement, these three officersAt December 31, 2020, we had two persons, Messrs. Bronson and Hoffman, serving as executive officers. Dr. Lu served as an executive officer during 2020 until a change in his position in December 2020. We are referredpresenting compensation information for Messrs. Bronson and Hoffman and Dr. Lu, who we refer to as our “named executive officers.”
| | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary | | | Bonus | | | | All Other Compensation (1) | | | Total |
Steven N. Bronson (2) | | 2017 | | $ | 300,000 | | $ | — | | $ | $ | 1,098 | | $ | 301,098 |
Chief Executive Officer, President and Chairman of the Board | | 2016 | | $ | 300,000 | | $ | 150,000 | | $ | $ | 1,242 | | $ | 451,242 |
| | | | | | | | | | | | | | | |
David S. Burnett (3) | | 2017 | | $ | 66,795 | | $ | — | | $ | $ | 9,112 | | $ | 75,907 |
Chief Financial Officer | | 2016 | | $ | 69,743 | | $ | — | | $ | $ | 336 | | $ | 70,079 |
| | | | | | | | | | | | | | | |
Albert Lu (4) | | 2017 | | $ | 217,088 | | $ | 14,943 | | $ | $ | — | | $ | 232,031 |
Chief Technology Officer | | 2016 | | $ | 180,513 | | $ | 25,369 | | $ | $ | — | | $ | 205,882 |
| Name and Principal Position | | Year | | | Salary
($) | | | Bonus
($) | | | All Other
Compensation(1)
($) | | | Total
($) | |
| Steven N. Bronson | | | 2020 | | | | 300,000 | | | | — | | | | 1,677 | | | | 301,677 | |
| Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board | | | 2019 | | | | 300,000 | | | | — | | | | 897 | | | | 300,897 | |
| | | | | | | | | | | | | | | | | | | | | |
| Albert Lu (2) | | | 2020 | | | | 220,925 | | | | — | | | | — | | | | 220,775 | |
| Vice President, Technology | | | 2019 | | | | 224,094 | | | | 18,667 | | | | — | | | | 242,761 | |
| | | | | | | | | | | | | | | | | | | | | |
| Ryan J. Hoffman (3) | | | 2020 | | | | 12,079 | | | | — | | | | 16 | | | | 12,095 | |
| Chief Financial Officer | | | 2019 | | | | — | | | | — | | | | — | | | | — | |
| (1) | Consists of the taxable cost of group term life insurance coverage. |
| (2) | Dr. Lu served as our Chief Technology Officer from 2014 until December 2020, when he was re-assigned to a different position within Interlink as part of the move of our R&D operations from our facility in Singapore, where Dr. Lu is located, to our new Global Product Development and Materials Science Center in Camarillo, California. Dr. Lu now serves as our Vice President, Technology, a non-executive officer position. Dr. Lu received a discretionary bonus in 2019 based on his performance for the year. Dr. Lu is paid in Singapore Dollars. For the purposes of this table, salary and bonus amounts paid to Dr. Lu in Singapore Dollars were converted to U.S. Dollars using the Accounting Rate for 2019 (1.3660 Singapore Dollars to the U.S. Dollar) and for 2020 (1.3796 Singapore Dollars to the U.S. Dollar) for fiscal years 2019 and 2020, respectively. The “Accounting Rate” for any month is the exchange ratio of the relevant reference currency to one U.S. Dollar for the last business day of the preceding fiscal month, as published by the U.S. government. |
| (3) | Mr. Hoffman joined Interlink in November 2020. |
(1)Consists of (i) for Mr. Bronson, the taxable cost of group-term life insurance coverage, and (ii) for Mr. Burnett, the taxable cost of group-term life insurance coverage plus $8,850 in fees for financial consulting services Mr. Burnett provided to us from April 2017 to December 2017.
(2)Mr. Bronson received a discretionary bonus in 2016 based on his performance for the year.
(3)Mr. Burnett’s employment with Interlink commenced in August 2016 and terminated in April 2017. From April 2017 to December 2017, Mr. Burnett provided financial consulting services to us.
(4)Dr. Lu received a discretionary bonus in 2016 and 2017 based on his performance for the year. Dr. Lu is paid in Singapore Dollars. For the purposes of this table, salary and bonus paid to Dr. Lu in Singapore Dollars were converted to U.S. Dollars using the Accounting Rate for 2016 (1.437 Singapore Dollars to the U.S. Dollar) and 2017 (1.379 Singapore Dollars to the U.S. Dollar) for fiscal years 2016 and 2017, respectively. The “Accounting Rate” for any month is the exchange ratio of the relevant reference currency to one U.S. Dollar for the last business day of the preceding fiscal month, as published by the US government.
Outstanding Equity Awards at Fiscal Year End
The following table presents certain information concerning equity awards held by our named executive officers as of December 31, 2017:
| | | | | | | | |
Name | | Grant Date | | Number of Shares or Units of Stock that Have Not Vested | | | | Market Value of Shares or Units of Stock that Have Not Vested (1) |
Steven N. Bronson | | 5/18/2015 | | 75,000 | (2) | | $ | 391,500 |
Albert Lu | | 1/31/2014 | | 80,000 | (3) | | $ | 417,600 |
(1)The market value of the restricted stock awards is based on the closing market price of our common stock as of December 29, 2017, which was $5.22 per share.
(2)Represents a grant of restricted stock units, of which 50% vests on each of May 18, 2019 and May 18, 2020.None
(3)Represents a grant of restricted stock units, of which 50% vested on January 31, 2018 and 50% vests on January 31, 2019
Executive Officer Employment Letters
We have entered into employment agreements with each of the named executive officers. With the exception of his own arrangement, each of these employment agreements was negotiated on our behalf by our Chief Executive Officer with the oversight and approval of the compensation committee of the board.
Steven N. Bronson
We entered into an employment agreement with Steven N. Bronson, our Chairman, President and Chief Executive Officer, on July 7, 2016, which agreement supersedes the employment agreement we entered into with Mr. Bronson in July 2010.2016. The employment agreement iswas for aan original term of one year and automatically renews for additional one-year periods unless either party elects not to renew or it is otherwise terminated, in either case pursuant to its terms.
Pursuant to his employment agreement, Mr. Bronson receives an annual base salary, ofcurrently $300,000, and is entitled to earn and receive bonus compensation based upon the achievement of performance goals, as determined by our compensation committee, in accordance with a bonus plan to be adopted by us.us for the applicable year. Mr. Bronson also is entitled to participate in our benefit plans, including health insurance, life insurance, disability insurance, and retirement plans.
If Mr. Bronson’s employment terminates due to his death or disability, Mr. Bronson or his beneficiaries will be entitled to receive his base compensation to the end of the monthly pay period immediately following the date of termination and any accrued bonus payments, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable.
If Mr. Bronson’s employment is terminated by him for “good reason”, or by us without “cause”, Mr. Bronson will be entitled to receive his base compensation to the date of termination, severance pay equal to twelve months of his base compensation, any earned bonus compensation, employee benefits for twelve months following the date of termination, and any vested company match 401(k) or other retirement contribution, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable.
Mr. Bronson’s employment agreement also provides that upon a “change of control” of Interlink, Mr. Bronson is entitled to receive an amount in cash equal to twelve months of his base salary then in effect, and all of Mr. Bronson’s unvested and outstanding equity awards shall immediately vest and become exercisable.
We entered into an employment arrangement with Ryan J. Hoffman, our Chief Financial Officer, in November 2020. The employment arrangement provides for an annual base salary, which currently is $190,000 and an annual bonus of up to 25% of base salary. Because Mr. Hoffman also serves as Chief Financial Officer for Qualstar Corporation, a portion his compensation is charged to Qualstar Corporation based on the approximate amount of time Mr. Hoffman devotes to Interlink and Qualstar Corporation. Mr. Hoffman’s employment arrangement provides for “at will” employment and may be terminated at any time by either party. Mr. Hoffman is not entitled to any termination or “change of control” payments or benefits under his employment agreement.
Albert Lu
We entered into an employment agreement with Albert Lu, our ChiefVice President, Technology, Officer, in February 2014. The employment agreement provides for an annual base salary, which currently is $190,000 USD and an annual bonus of up to 20% of base salary, which base salary was increased and currentlysalary. Dr. Lu’s compensation is USD$210,000 but is paid throughout the year in Singapore dollars (SGD). Dr. Lu also received a restricted stock unit award of 80,000 shares of common stock pursuant to his employment agreement, 50% of which 50% vestsvested on each of January 31, 2018 and January 31, 2019. Dr. Lu’s employment agreement provides for “at will” employment and may be terminated at any time by either party on one month’s written notice. Dr. Lu is not entitled to any termination or “change of control” payments or benefits under his employment agreement.
David S. Burnett
We entered into an offer letter with David S. Burnett, our Chief Financial Officer, in August 2016, which remained in effect until his resignation in April 2017. The offer letter provided for an annual base salary of $200,000. Additionally, for up to one year Mr. Burnett was entitled to reimbursement of up to $1,500 per month of temporary housing expenses. Mr. Burnett also received a restricted stock unit award of 5,000 shares of common stock, of which 50% was scheduled to vest on each of the fourth and fifth anniversaries of the commencement of his employment with us. The restricted stock unit award terminated upon Mr. Brunett’s resignation. Mr. Burnett’s offer letter provided for “at will” employment and could be terminated at any time by either party. Mr. Burnett was not entitled to any termination payments or benefits under his offer letter.
Upon Mr. Burnett’s reappointment as Chief Financial Officer in January 2018, we entered into an offer letter with Mr. Burnett that provides for an annual base salary of $90,000 for his part-time services. In addition to serving as our Chief Financial Officer, Mr. Burnett serves as Chief Financial Officer of BKF Capital Group, Inc., an investment company controlled by Mr. Bronson, our Chief Executive Officer, and the beneficial owner of 11.9% of our common stock. Mr. Burnett will divide his time between Interlink and BKF Capital Group. Mr. Burnett also received a restricted stock unit award of 5,000 shares of common stock, of which 50% vests on each of the fourth and fifth anniversaries of the commencement of his employment with us. Mr. Burnett’s offer letter provides for “at will” employment and may be terminated at any time by either party. Mr. Burnett is not entitled to any termination payments or benefits under his offer letter. He will be based out of the Company’s facilities in Charleston, South Carolina.
Pension Benefits and Nonqualified Deferred Compensation
We do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan in 2017.2020.
401(k) Plan
We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer up to 60% of their eligible compensation subject to applicable annual Code limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit sharingprofit-sharing contributions to eligible participants. The match is limited to 50% of base salary up to $500.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We describe below transactions, and series of related transactions, since January 1, 20162019 to which we were or will be a party, in which:
| · | | the amounts involved exceeded or will exceed $120,000 or one percent1% of theour average of our total assets at December 31, 20172020 and 2016;2019; and |
| · | | any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or their immediate family members, had or will have a direct or indirect material interest. |
Other than as described below, there has not been, nor is there any currently proposed, transaction or series of related transactions to which we have been or will be a party other than compensation arrangements for our directors and executive officers, which are described where requiredin this Form 10-K under the headings “Board of Directors and Corporate Governance - Director Compensation Table” andPart III, Item 11, “Executive Compensation.”
BKF Capital Group
We entered into an agreement, dated March 1, 2016 with BKF Capital Group, Inc. Pursuant to the agreement, BKF Capital Group occupies and uses one furnished office, telephone and other services, located at our corporate offices, for a fee of $1,000 per month. The agreement was amended effective February 1, 2017 reducing the fee to $250 per month. In addition, we will occasionally pay administrative expenses on behalf of BKF Capital Group for which we will be reimbursed. For the years ended December 31, 2017 and 2016, BKF Capital Group paid us $4 thousand and $12 thousand, respectively. Cost Sharing Arrangements
Steven N. Bronson, our Chairman of the Board, President, and Chief Executive Officer, is alsoand Ryan J. Hoffman, our Chief Financial Officer, simultaneously serve as officers and, in the case of Mr. Bronsons, a director of Qualstar Corporation, or Qualstar, and BKF Capital Group, Inc., or BKF Capital. Mr. Bronson serves as President and Chief Executive Officer and as a director of Qualstar and as the Chairman of the Board and Chief Executive Officer for BKF Capital. Mr. Hoffman serves as Chief Financial Officer of each of Qualstar and majority shareholder ofBKF Capital.
We have entered into the following cost sharing arrangements with Qualstar and BKF Capital:
Irvine, CA Facility: We entered into a sublease agreement for our corporate headquarters office facility in Irvine, California in June 2020. We have facilities agreements with both Qualstar and BKF Capital Group.to allow each to use of a portion of these premises, and have agreed to split substantially all rent and lease-related costs on an apportioned basis according to the approximate relative usage levels by each entity. For the year ended December 31, 2020, Qualstar paid us $67 thousand for its use of our Irvine office facility. For the year ended December 31, 2020, BKF Capital paid us $2 thousand for its use of our Irvine office facility.
On March 1, 2018, subsequent
Camarillo, CA Facility: We have a facilities agreement with Qualstar to year-end, BFK leased executive office space in Charleston, SC. Interlink intendsallow us to use a portion of thisthe office space for a fee of $2,465 per month. BKF still intends to utilize a portion of the Interlink officesand warehouse facility leased by Qualstar in California for a fee of $250 per month. Effective March 1, 2018 we modified the existing agreement and entered into a cost-sharing agreement with Interlink that calls for a monthly net settlement of all shared costs between the use of theCamarillo, California, and the South Carolina offices, including rent, administrative expenses and similar costs.
Qualstar Corporation
Wewe have agreed to reimburse, or be reimbursedsplit substantially all rent and lease related costs on an apportioned basis according to the approximate relative usage levels by each entity. We had a similar arrangement with Qualstar for its Simi Valley, California facility prior to Qualstar’s move to Camarillo. For the years ended December 31, 2020 and 2019, we paid Qualstar $50 thousand and $21 thousand, respectively, for our use of its Camarillo and Simi Valley facilities.
Consulting Agreements: We have entered into various consulting agreements with Qualstar. Pursuant to the consulting agreements, certain of the parties’ respective employees and independent contractors provide operational, sales, marketing, general and administrative services to the other entity. We also occasionally pay certain travel and other operating expenses incurred by Qualstar Corporation (“Qualstar”)and its employees, for IT supportwhich we are reimbursed. Interlink provided such consulting services and other expenses paid on behalfadvances to Qualstar in the amounts of our Company,$578 thousand and $269 thousand for our occupationthe years ended December 31, 2020 and use2019, respectively. Qualstar provided such consulting services and advances to Interlink in the amounts of a portion of Qualstar’s Simi Valley manufacturing location. Steven N. Bronson is$73 thousand and $52 thousand for the Chairmanyears ended December 31, 2020 and CEO of Qualstar. Transactions with Qualstar are as follows:2019, respectively.
| | | | | | | |
| | For the year ended December 31, | |
| | 2017 | | 2016 | |
| | (in thousands) | |
Paid to Qualstar | | $ | 14 | | $ | 39 | |
Reimbursed from Qualstar | | $ | 13 | | $ | 11 | |
Indemnification Agreements
We have entered into indemnification agreements with each of our current directors and executive officers. The indemnification agreements and our articles of incorporation and by-laws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.
Policies and Procedures for Related Party Transactions
Our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 or one percent1% of theour average of our total assets at December 31, 20172020 and 20162019 and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for
director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter provides that our audit committee shall review and approve or disapprove any related party transactions.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes certain information about our equity compensation plans as of December 31, 2017.2020.
| 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 security holders (1) | | | — | | | | — | | | | 1,538,543 | |
| Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| Total | | | — | | | | — | | | | 1,538,543 | |
| | | | | | | | |
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |
Plan Category | | (a) | | | (b)(1) | | (c) | |
Equity compensation plans approved by security holders (2) | | 172,120 | | $ | 4.12 | | 1,369,214 | |
Equity compensation plans not approved by security holders | | — | | | — | | — | |
Total | | 172,120 | | $ | 4.12 | | 1,369,214 | |
(1)The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account restricted stock units, which have no exercise price.
(2)Consists of our 1996 Stock Incentive Plan, as amended, and our 2016 Omnibus Incentive Plan. Our 1996 Stock Incentive Plan was cancelled effective November 16, 2015.
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| (1) | Consists of our 2016 Omnibus Incentive Plan. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 27, 2018,22, 2021, for:
| · | | each of our named executive officers; |
| · | | all of our executive officers and directors as a group; and |
| · | | each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock. |
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.
We have based percentage ownership of our common stock on 7,346,4786,600,893 shares of our common stock outstanding as of April 27, 2018.22, 2021. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to options held by the person that are currently exercisable or exercisable within 60 days of April 27, 2018,22, 2021, as well as all shares of common stock issuable pursuant to restricted stock units held by the person that are subject to vesting conditions expected to occur within 60 days of April 27, 2018.22, 2021. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Interlink Electronics, Inc., 31248 Oak Crest Drive,1 Jenner, Suite 110 Westlake Village,200, Irvine, California 91361.
| | | | | |
| | Common Stock Beneficially Owned | |
Name of Beneficial Owner | | Number | | Percentage | |
Named Executive Officers and Directors: | | | | | |
Steven N. Bronson (1) | | 5,225,505 | | 71.1 | % |
David S. Burnett | | - | | * | |
Albert Lu | | 40,000 | | * | |
Mark Bailey | | 1,459 | | * | |
Angela Blatteis | | 27,272 | | * | |
Frank Levinson | | 128,434 | | 1.7 | % |
All executive officers and directors as a group (6 persons) | | 5,422,680 | | 73.8 | % |
| | | | | |
Other 5% Stockholders: | | | | | |
BKF Asset Holdings, Inc. (2) | | 875,490 | | 11.9 | % |
Leonard Hagan(3) | | 895,513 | | 12.2 | % |
*Represents beneficial ownership of less than one percent.
(1)Consists of (i) 4,145,265 shares of common stock held by Mr. Bronson individually and jointly with his spouse, (ii) 875,490 shares of common stock held by BKF Asset Holdings, Inc. and (iii) 204,750 shares of common stock held by Mr. Bronson’s spouse.
(2)BKF Asset Holdings, Inc. is a wholly-owned subsidiary of BKF Capital Group, Inc. Steven N. Bronson, Chairman, Chief Executive Officer and majority shareholder of BKF Capital Group, Inc., has voting and dispositive power with respect to these securities.
(3)The address for Mr. Hagan is 650 Thomas Avenue, Baldwin, NY 11510.
| | | Common Stock
Beneficially Owned | |
| Name of Beneficial Owner | | Number | | | Percentage | |
| Named Executive Officers and Directors: | | | | | | | | |
| Steven N. Bronson (1) | | | 5,448,698 | | | | 82.5 | % |
| Albert Lu | | | 80,000 | | | | 1.2 | % |
| Ryan J. Hoffman | | | — | | | | — | |
| Joy C. Hou (2) | | | 11,000 | | | | 0.2 | % |
| David J. Wolenski | | | — | | | | — | |
| Maria N. Fregosi | | | 343 | | | | — | |
| All executive officers and directors as a group (6 persons) | | | 5,540,041 | | | | 83.9 | % |
| | | | | | | | | |
| Other 5% Stockholders: | | | | | | | | |
| BKF Asset Holdings, Inc. (3) | | | 993,658 | | | | 15.1 | % |
| (1) | Consists of (i) 4,249,040 shares of common stock held by Mr. Bronson individually and jointly with his spouse, (ii) 993,658 shares of common stock held by BKF Asset Holdings, Inc. and (iii) 206,000 shares of common stock held separately by Mr. Bronson’s spouse. |
| (2) | Consists of (i) 6,250 shares of common stock held Ms. Hou jointly with her spouse and (ii) 4,750 shares of common stock held Ms. Hou’s minor child. |
| (3) | BKF Asset Holdings, Inc. is a wholly-owned subsidiary of BKF Capital Group, Inc. Steven N. Bronson, Chairman, Chief Executive Officer and majority stockholder of BKF Capital Group, Inc., has voting and dispositive power with respect to these securities. |
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during 2017,2020, all Section 16(a) filing requirements were satisfied on a timely basis except as follows: Leonard Hagan, who we believe to be a 10% stockholder, did not file a Form 3 or Form 5 during 2017 to report his beneficial ownership of our common stock.basis.
2017
2020 Annual Report and SEC Filings
Our financial statements for the fiscal year ended December 31, 20172020 are included in our Annual Report on Form 10-K.10-K. Our Annual Report and this proxy statement are posted in the “Investors” portion of our website at www.interlinkelectronics.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report and this proxy statement without charge by sending a written request to Secretary, Interlink Electronics, Inc., 31248 Oak Crest Drive,1 Jenner, Suite 110, Westlake Village,200, Irvine, California 91361.92618.
Deadlines to Propose Actions for Consideration at the 20192022 Annual Meeting
Stockholder Proposals for Inclusion in Proxy Statement. Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the 20192022 annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20192022 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices no later than January 10, 2019.5, 2022. In addition, stockholder proposals must comply with the requirements of SEC Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
Interlink Electronics, Inc.
Attention: Corporate Secretary
31248 Oak Crest Drive,
1 Jenner, Suite 110
Westlake Village,200
Irvine, California 9136192618
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| MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 INTERLINK ELECTRONICS, INC. 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one ofOnline Go to www.investorvote.com/LINK or scan the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. ProxiesQR code — login details are located in the shaded bar below. Votes submitted by the Internet or telephoneelectronically must be received by 1:00 a.m.A.M., Central Time, on June 26, 2018. MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.investorvote.com/LINK • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR each of Proposals No. One, Two, and Three. + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - Steven N. Bronson 02 - Mark Bailey 03 - Angela Blatteis 04 - Frank Levinson For Against Abstain For Against Abstain 2. An advisory vote on executive compensation 3. A proposal to ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 Any other business that may properly come before the Annual15, 2021. Stockholder Meeting or any adjournment or postponement thereof. Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X3 7 4 8 1 2 1 02UELB MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION
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| . Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting This proxy statement and the 2017 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/Link q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Interlink Electronics, Inc. Notice of 2018 Annual Meeting of Stockholders 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 Proxy Solicited by Board of Directors for Annual Meeting — June 26, 2018 Steven N. Bronson and David S. Burnett, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Interlink Electronics, Inc. to be held on June 26, 2018 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of Proposals No. One, Two and Three. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
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| MMMMMMMMMMMM . INTERLINK ELECTRONICS, INC. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR each of Proposals No. One, Two, and Three. + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - Steven N. Bronson 02 - Mark Bailey 03 - Angela Blatteis 04 - Frank Levinson For Against Abstain For Against Abstain 2. An advisory vote on executive compensation 3. A proposal to ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 Any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 3 7 4 8 1 2 2 02UEMB MMMMMMMMM B A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
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| . Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting This proxy statement and the 2017 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/Link q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Interlink Electronics, Inc. Notice of 2018 Annual Meeting of Stockholders 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 Proxy Solicited by Board of Directors for Annual Meeting — June 26, 2018 Steven N. Bronson and David S. Burnett, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Interlink Electronics, Inc. to be held on June 26, 2018 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of Proposals No. One, Two and Three. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
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| NNNNNNNNNNNN . + CN12N345N678N90 NN INTERLINK ELECTRONICS, INC. 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet • Go to www.investorvote.com/LINK • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Important Notice Regarding the Availability of Proxy Materials for the Interlink Electronics, Inc. Stockholder Meeting to be Held on June 26, 201815, 2021 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholdersthe 2020 Annual Report on Form 10-K are available at: www.investorvote.com/LINK : Easy Online Access — A Convenient Way to View Proxy Materialsyour proxy materials and Vote When you go online to view materials, you can also vote your shares.vote. Step 1:Go to www.investorvote.com/LINK. Step 2:Click on the icon on the right to view current meeting materials. Step 3:Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4:Make your selectionselections as instructed on each screen to selectfor your delivery preferences and vote.preferences. Step 5:Vote your shares. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents,the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before June 16, 20185, 2021 to facilitate timely delivery. +03FTIC 2 N O T C O Y 02UENA NNNNNNNNN Stockholder Meeting Notice1234 5678 9012 345 IMPORTANT ANNUAL MEETING INFORMATION
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| .Stockholder Meeting Notice Interlink Electronics, Inc.’s Annual Meeting of Stockholders will be held on June 26, 201815, 2021 at 31248 Oak Crest Drive,Interlink Electronics, Inc. corporate headquarters, 1 Jenner, Suite 110, Westlake Village, California 91361,200, Irvine, CA 92618, at 10:00 a.m. Pacific Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR each of Proposals No. One, Two, and Four, and EVERY YEAR for Proposal No. Three: 1. 2. 3. To elect four directors to serve until the 20192022 annual meeting of stockholders or until their successors are duly elected and qualified; To hold anqualified. An advisory vote on executive compensation;compensation. An advisory vote on the frequency of the advisory vote on executive compensation. To ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. 4.2021. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must votego online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies:preferences: Current and future paper delivery requests can be submitted viausing the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy, of current materials you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a setcopy of the proxy materials. g Internet – Go to www.investorvote.com/LINK. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. TelephonePhone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.1-866-641-4276. Email – Send an email to investorvote@computershare.com with “Proxy Materials Interlink Electronics, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse side, and state in the email that you want a paper copy of currentthe meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by June 16, 2018. g g 02UENA Stockholder Meeting Notice
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 | INTERLINK ELECTRONICS, INC. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 1:00 A.M., Central Time, on June 15, 2021. Online Go to www.investorvote.com/LINK or scan the QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/LINK Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR each of Proposals No. One, Two and Four, and vote EVERY YEAR for Proposal No. Three. ForWithholdForWithholdForWithhold+ To elect four directors to serve until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified. - Steven N. Bronson 04 - Maria N. Fregosi - Joy C. Hou03 - David J. Wolenski ForAgainst AbstainForAgainst Abstain An advisory vote on executive compensation.4. To ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. An advisory vote on the frequency of the advisory vote on executive compensation. Every year Every two years Every three years Abstain Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. 03FTGD 1 U P X+ |
 | Important notice regarding the Internet availability of proxy materials for the 2021 Annual Meeting of Stockholders. This proxy statement and the 2020 Annual Report are available for viewing, printing and downloading at www.edocumentview.com/Link Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/LINK q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Interlink Electronics, Inc.+ Notice of 2021 Annual Meeting of Stockholders Interlink Electronics, Inc. corporate headquarters 1 Jenner, Suite 200, Irvine, CA 92618 Proxy Solicited by Board of Directors for Annual Meeting — June 15, 2021 Steven N. Bronson and Ryan J. Hoffman, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Interlink Electronics, Inc. to be held on June 15, 2021 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of Proposals No. One, Two, and Four, and vote “EVERY YEAR” for Proposal No. Three. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Non-Voting Items Change of Address — Please print new address below.Comments — Please print your comments below. + |
