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| •any other business that may properly come before the Annual Meeting. |
How does the Board of Directors recommend I vote on these proposals? The Board of Directors recommends a vote: | ·
| FOR the election of Steven R. Boal and Dawn Lepore, as Class II directors to hold office until the 2019 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal; and
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| FOR the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016.
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•FOR the election of Steve Horowitz and Christy Wyatt, as Class I directors to hold office until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal;•FOR the compensation of our named executive officers described in this proxy statement; and •FOR the ratification of the selection by the Audit Committee of our Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021. Holders of our common stock as of the close of business on April 11, 2016, the record date,13, 2021 (the “Record Date”), may vote at the Annual Meeting. As of the record date,Record Date, we had 82,174,79193,359,430 shares of common stock outstanding. In deciding all matters at the Annual Meeting, each holder of common stock of Quotient will be entitled to one vote for each share of common stock held as of the close of business on the record date.Record Date. We do not have cumulative voting rights for the election of directors. Registered Stockholders.If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. Asthe stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person atduring the Annual Meeting.
Street Name Stockholders.If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the proxy materials were forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend and vote during the Annual Meeting. However, since beneficial owners are not stockholders of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name holders.”
How do I vote?If you arevote if I am a stockholder of record, there are four ways to vote:
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| vote in person—we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person;
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record? | ·
| | •vote by Internetinternet— visit http://www.voteproxy.com,www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. EDT on June 7, 20162, 2021 (have your proxy card in hand when you visit the website); |
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| •vote by telephone—call toll-free at 1-800-PROXIES (1-800-776-9437)1-800-690-6903 (have your proxy card in hand when you call); or |
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| •vote by mail—simply complete, sign and date the enclosed proxy card and return it before the Annual Meeting in the postage-paid envelope provided.provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or | •vote during the Annual Meeting—visit www.virtualshareholdermeeting.com/QUOT2021. |
How do I vote if I am a street name holder? Street name holders may submit their voting instructions by Internetinternet or telephone using the information provided by their respective brokers or other nominees and may complete and mail voting instruction forms to their respective brokers or nominees. However, streetStreet name holders may notcan also vote by written ballot atduring the Annual Meeting unless they obtain a legal proxy from their respective brokers or nominees.by visiting www.virtualshareholdermeeting.com/QUOT2021. Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by: | ·
| | •entering a new vote by Internetinternet or by telephone (until 11:59 p.m. EDT on June 7, 2016)2, 2021); |
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| •returning a later-dated proxy card so that it is received prior to the Annual Meeting; |
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| •notifying the Secretary of Quotient, in writing, at 400 Logue Avenue, Mountain View, CA 94043; or | •voting during the address listed on the front page; orAnnual Meeting— visit www.virtualshareholdermeeting.com/QUOT2021. |
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| completing a written ballot at the Annual Meeting.
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Street name holders may change their voting instructions by submitting new instructions by Internetinternet or by telephone or by returning a later-dated voting instruction form to their respective brokers or nominees. In addition, streetStreet name holders who obtain a legal proxy from their respective brokers or nominees maycan also change their votesvote by completing a ballot atvoting during the Annual Meeting. meeting by visiting www.virtualshareholdermeeting.com/QUOT2021. What do I need to do to attend the virtual-only Annual Meeting? You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/QUOT2021, where you will be able to listen live, submit questions, and vote online. To enter the Annual Meeting, you will need your 16-digit control number as provided in person?Seatingyour proxy materials if you are a stockholder of record, or included with your voting information provided by your respective brokers or nominees if you are a street name holder.
The Annual Meeting will begin at 9:30 a.m. PDT and the meeting will beginpromptly at 10:00 a.m. PDT. On the day ofWe encourage you to access the meeting each stockholderin advance to ensure you are logged in when the meeting starts. Online registration will be required to present valid picture identification such as a driver’s license or passport. Street name holders will also be required to present proof of beneficial ownership as of April 11, 2016, the record date, such as your most recent account statement reflecting your stock ownership prior to April 11, 2016, along with a copy of the voting instruction card provided by your broker, bank, trustee or other nominee or similar evidence of ownership.Use of cameras, recording devices, computersbegin at 9:45 a.m. PDT, and other personal electronic devices will not be permitted at the Annual Meeting. Photography and video are prohibited at the Annual Meeting.
Pleaseyou should allow ample time for check-in. Personsthe registration procedures.
What if I have technical difficulties before or during the meeting? If you are having difficulties accessing the Annual Meeting during registration or meeting time, please call the technical support number that will be subjectposted on the Annual Meeting registration page. How Can I Submit Questions at the Annual Meeting? Stockholders can submit questions during the meeting by visiting www.virtualshareholdermeeting.com/QUOT2021and entering your 16-digit control number. Once logged in, click the "Q&A" button, type your question, and click "Submit". After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to search.answer all questions submitted during the meeting that are pertinent to the Company and the items being brought before the stockholder vote at the Annual Meeting, as time permits and in accordance with our rules of procedure for the Annual Meeting. Any remaining questions submitted during the Annual Meeting can be addressed by contacting our IR Department at IR@quotient.com.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board of Directors.Board. Steven R. Boal and Connie Chen have been designated as proxies by our Board of Directors.Board. When proxy votes are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are
given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in the Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares at the adjourned meeting date as well, unless you have properly revoked your proxy instructions, as described above. A quorum is the minimum number of shares required to be present at the Annual Meeting for the meeting to be properly held under our Amended and Restated Bylaws (our “Bylaws”) , and Delaware state law. The presence, in person or by proxy, of a majority of the voting power of the shares of stock entitled to vote at the meeting will constitute a quorum at the meeting. A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (“stockholder withholding”) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (“broker non-vote”). The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum. Abstentions are counted in the determination of a quorum. How many votes are needed for approval of each matter? | ·
| Proposal No. 1: The election of directors requires a plurality of the votes cast by the holders of shares represented in person or by proxy at the meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (including as a result of stockholder withholding or a broker non-vote) will not be counted in such nominee’s favor.
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| Proposal No. 2•Proposal No. 1: The election of directors requires a plurality of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon, to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. Only votes “FOR” will affect the outcome, and any shares not voted “FOR” a particular nominee (including as a result of stockholder withholding or a broker non-vote) will not be counted in such nominee’s favor.: The ratification of the appointment of Ernst & Young LLP must receive the affirmative vote of a majority of the votes cast by the holders of shares represented in person or by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal.
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•Proposal No. 2: The advisory approval of the compensation of our named executive officers must receive the affirmative vote of a majority of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. •Proposal No. 3: The ratification of the appointment of Ernst & Young LLP must receive the affirmative vote of a majority of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon to be approved. Abstentions are considered votes present and entitled to vote on this proposal, and thus have the same effect as a vote “AGAINST” the proposal. How are proxies solicited for the Annual Meeting? The Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by Quotient. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending these proxy materials to you if a broker or other nominee holds your shares. In addition to solicitation by mail, some of our directors, officers and employees may solicit proxies in person or by telephone for no additional compensation. We have retained D.F. King & Co., Inc., to assist in the solicitation of proxies under customary terms and anticipate that this will cost us approximately $8,500 plus certain out-of-pocket expenses.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions? Brokerage firms and other intermediaries holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker willmay have discretion to vote your shares on our sole routine matter—in its discretion. Under the rules of the NYSE, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to all matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, the proposal to ratify the appointmentselection of Ernst & Young LLP (Proposal No. 2).3) is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on this proposal. Your broker will not have discretion absent direction from you, to vote on (i) the election of directors (Proposal No. 1) and (ii) advisory approval of the compensation of our named executive officers (Proposal No. 2), which isare considered “non-routine” matters under NYSE rules. Why did I receive a “non-routine” matter.notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials? Pursuant to rules adopted by the SEC, Quotient has elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with instructions on how to access the proxy materials online or request a printed copy of the materials. Stockholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings, and reduce Quotient’s printing and mailing costs. I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? We have
Quotient has adopted a procedure called “householding,“householding.” which the Securities and Exchange Commission (“SEC”) has approved. Under this procedure, weQuotient may deliver a single copy of our proxy materialsthe Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and the Annual Report to multiple stockholders who share the same address, unless we haveQuotient has received contrary instructions from one or more of the stockholders. This procedure reduces the environmental impact of our annual meetings and reduces Quotient’s printing costs,and mailing costs, and fees.costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, weQuotient will deliver promptly a separate copy of our proxy materialsthe Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and the Annual Report to any stockholder at a shared addressthat elects not to which we delivered a single copyparticipate in householding. To receive, free of any of these materials. To receivecharge, a separate copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement or if a stockholder is receiving multiplethe Annual Report, or separate copies to request that we only send a single copy of ourany future notice, proxy materials, such stockholderstatement, or annual report, you may contact uswrite or call Quotient at the following address:email address, physical address, or phone number:
IR@quotient.com Attention: Investor Relations Mountain View, California 94043 (650) 605-4600 (option 7)
If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Quotient at the email address, physical address, or phone number above. Stockholders who beneficially ownhold shares of our common stock held in street name“street name” may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Quotient or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Who will pay for the cost of this proxy solicitation? We will bear the cost of this proxy solicitation. In addition to solicitation by mail, some of our directors, officers and employees may solicit proxies in person or by telephone for no additional compensation. We will also ask stockholders of record who are brokerage firms, custodians and fiduciaries to forward proxy materials to the beneficial owners of such shares and upon request we will reimburse such stockholders of record for the customary costs of forwarding the proxy materials. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies under customary terms and anticipate that this will cost us approximately $8,500 plus certain out-of-pocket expenses. Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next 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 20172022 Annual Meeting of Stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 23, 2016.2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Stockholder proposals should be addressed to: Attention: Investor Relations Mountain View, California 94043 Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our Board, of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for our 20172022 Annual Meeting of Stockholders, our Secretary must receive the written notice at our principal executive offices: | ·
| no earlier than February 8, 2017; and
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| no later than the close of business on March 10, 2017.
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•no earlier than February 3, 2022; and•no later than the close of business on March 5, 2022. In the event that we hold our 20172022 Annual Meeting of Stockholders more than 30 days before or more than 30 days after the one-year anniversary of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates: | ·
| the 90th day prior to such annual meeting; or
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| the 10th day following the day on which public announcement of the date of such annual meeting is first made.
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•the 90th day prior to such annual meeting; or•the 10th day following the day on which public announcement of the date of such annual meeting is first made. If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates You may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.Board.” In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our Bylaws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
You may contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Our Board of Directors havehas the authority to establish the authorized number of directors from time to time by resolution. Our Board of Directors currently consists of fiveeight members. Our Amended and Restated Certificate of Incorporation (our “Restated Certificate”) and our Bylaws provide for a classified Board of Directors consisting of three classes of directors, with directors serving staggered three-year terms. Directors in a particular class will be elected for a three-year term at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year term. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. The initial class of each director is set forth in the table below. The nominees and the directors who are serving for terms that end following the Annual Meeting, and their ages, occupations and length of board service as of April 11, 2016,22, 2021, are provided in the table below. Additional biographical descriptions of each nominee and director are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of our nominees and directors that led to the conclusion that each person should serve as a member of our Board of Directors.Board.Nominees | | Class | | Age | | | Position | | Director Since | | Current Term Expires | | Expiration of Term For Which Nominated | | Steven R. Boal | | II | | | 50 | | | Chief Executive Officer and Director | | 1998 | | 2016 | | 2019 | | Dawn Lepore | | II | | | 62 | | | Director | | 2012 | | 2016 | | 2019 | | | | | | | | | | | | | | | | | | | Continuing Directors | | | | | | | | | | | | | | | | | Andrew Jody Gessow | | III | | | 58 | | | Director | | 2013 | | 2017 | | | — | | Steve Horowitz | | I | | | 48 | | | Director | | 2015 | | 2018 | | | — | | David E. Siminoff | | I | | | 51 | | | Director | | 2010 | | 2018 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | Nominees | Independent? | Class | Age | Position | Director
Since | Current
Term
Expires | Expiration of
Term For
Which
Nominated | | Steve Horowitz | √ | I | 53 | Director | 2015 | 2021 | 2024 | | Christy Wyatt | √ | I | 49 | Director | 2018 | 2021 | 2024 | | Continuing Directors | | | | | | | | | Steven Boal | | II | 55 | Chairman of Board and CEO | 1998 | 2022 | — | | Robert McDonald | √ | II | 67 | Director | 2018 | 2022 | — | | Michelle McKenna | √ | II | 55 | Director | 2017 | 2022 | — | | Andrew Gessow | √ | III | 63 | Director | 2013 | 2023 | — | | David Oppenheimer | √ | III | 64 | Director | 2017 | 2023 | — | | Lorraine Hariton | √ | III | 66 | Director | 2021 | 2023 | — |
Steve Horowitz has served on our Board since June 2015. Mr. Horowitz is currently a partner at Alpha Edison, a venture capital firm. Mr. Horowitz served as Vice President of Technology at Snap Inc. (“Snap”), a public camera company, from September 2017 until March 2019 and previously as Vice President of Hardware with Snap from January 2015 until September 2017. Before joining Snap, Mr. Horowitz served as Senior Vice President of Software Engineering at Motorola Mobility, LLC, a public mobile communications company, formerly a Google company, from December 2012 through January 2015. From January 2009 through November 2012, Mr. Horowitz served as our Chief Technology Officer. Prior to that he worked at Google, Microsoft and Apple. Mr. Horowitz holds a B.A. degree from the University of Michigan, Ann Arbor. We have determined that Mr. Horowitz is qualified to serve as a member of our Board because of his significant industry experience and company experience.
Christy Wyatt has served on our Board since July 2018. Ms. Wyatt currently serves as the President and Chief Executive Officer at Absolute Software Corporation, a Canadian public company that specializes in endpoint security and data risk management solutions, which she joined in November 2018. Ms. Wyatt served as President and Chief Executive Officer at Dtex Systems, Inc. (“Dtex”), a private company, from August 2016 until November 2018. Prior to joining Dtex, Ms. Wyatt served as Chairman, President and Chief Executive Officer of Good Corporation from January 2013 until October 2015. Prior to Good, Ms. Wyatt has held leadership positions across both consumer and enterprise at Citigroup, Motorola Mobility, Apple Inc., Palm, Inc. and Sun Microsystems, Inc. Ms. Wyatt currently serves on the board of directors of Absolute Software Corporation since December 2018, and Silicon Labs since January 2019, a public company and leading provider of silicon, software, and solutions. Ms. Wyatt served on the board of directors of Dtex from November 2018 to May 2019. Ms. Wyatt graduated from the College of Geographic Sciences. We have determined that Ms. Wyatt is qualified to serve as a member of our Board because of her industry experience and experience in managing and evaluating companies as an executive officer and as a board member. For more information please see “Corporate Governance and Directors - Director Commitments.” Continuing Directors Steven R. Boal founded Quotient andin 1998. Mr. Boal has served as our Chief Executive Officer and Chairman of our Board since August 2019 and has been a member of the Board since 1998. Mr. Boal was our inception inExecutive Chairman from September 2017 to August 2019, our CEO from 1998 until September 2017, our Chairman from February 2017 until September 2017, and served as our President from our inception to1998 until September 2015. Prior to founding Quotient, Mr. Boal served as Vice President of Business Development for Integral Development Corporation, a privately held financial software company. Mr. Boal holds a B.A. from the State University of New York at Albany. We have determined that Mr. Boal’s perspective, operational and historical expertise gained from his experience as our founder, former President, Chief Executive Officer, former President and one of our largest stockholders, make him a critical member of our Board of Directors.Board.Dawn Lepore
Andrew Gessow has served on our Board of Directors since February 2012. Since January 2013, Ms. Lepore has been Chief Executive Officer of Lake Bay Partners, a consulting firm. Ms. Lepore served as Interim Chief Executive Officer of Prosper Marketplace, Inc., an online peer-to-peer lending platform, from March 2012 to January 2013 and as Chairman and Chief Executive Officer of drugstore.com, inc., an online retailer of health and beauty care products from October 2004 until its sale to Walgreen Co. in June 2011. Ms. Lepore currently serves as a member of the board of directors of RealNetworks, Inc. Ms. Lepore previously served on the boards of directors of AOL Inc. from October 2012 to June 2015, The TJX Companies, Inc. from 2013 to 2014, eBay Inc. from 1999 to January 2013, The New York Times Company from 2008 to 2011, drugstore.com, inc. from 2004 to 2011 and Wal-Mart Stores Inc. from 2001 to 2004. Ms. Lepore holds a B.A. from Smith College. We have determined that Ms. Lepore is qualified to serve as a member of our Board of Directors because of the breadth of her operational background and experience as an executive and director at a diverse range of online consumer, Internet technology and retail companies.
Continuing Directors
Andrew Jody Gessow has served on our Board of Directors since May 2013. Mr. Gessow is currently serves as a managing partner at DivCore Equity Partners, a real estate investment firm and as senior advisor and private equity investor atDivco West Real Estate Services Inc., a real estate investment firm, which he joined in January 2012.(“Divco”). From May 2007 through December 2011, Mr. Gessow was the West Coast Partner and Managing Director of One Equity Partners LLC, the private equity platform of J.P. Morgan Chase & Co. Mr. Gessow has served on the board of directors of Waterfall Security Solutions, an Israeli private industrial cybersecurity company, since January 2020. Previously, Mr. Gessow served as a member of the board of directors of Mandiant Corporation and the TV Guide Network. Mr. Gessow holds a B.B.A. in Business Administration from Emory University and an M.B.A. from Harvard University. We have determined that Mr. Gessow is qualified to serve as a member of our Board of Directors because of his experience in both managing and evaluating companies as an executive officer, board member and investor.
Steve Horowitz
Lorraine Hariton has served on our Board of Directors since June 2015. Mr. Horowitz is currently Vice President of Engineering at Snapchat, Inc., a social messaging application, and has been there since January 2015. Before2021. Ms. Hariton currently serves as the President and Chief Executive Officer of Catalyst, a global nonprofit that provides leadership to the world’s most powerful CEOs and companies to help build workplaces that work for women. Prior to joining Snapchat, Mr. HorowitzCatalyst, Ms. Hariton worked independently as a consultant from 2014 until August 2018. Previously, Ms. Hariton spent 25 years in various senior-level positions in Silicon Valley including CEO of two venture-backed start-ups, before being appointed by President Obama as Special Representative for Commercial and Business Affairs at the US Department of State in 2009. More recently, she served as Senior Vice PresidentSVP for Global Partnerships for the New York Academy of Software Engineering at Motorola Mobility, LLC, formerlySciences where she was instrumental in establishing the Global STEM Alliance. From March 2014 to February 2016, Ms. Hariton served on the board of directors of Wave Systems Corporation, a Googlepublicly traded data security company, where she was chair of the nominating and governance committee. She also served on the California Board of Accountancy; the Entrepreneurs Foundation, and the Stanford Clayman Institute for Gender Research, amongst others. Ms. Hariton earned an MBA from December 2012 through January 2015. From January 2009 through November 2012, Mr. Horowitz served as our Chief Technology Officer. Prior to that he worked at Google, MicrosoftHarvard University, and Apple. Mr. Horowitz holds a Bachelor of Arts degreeBS from the University of Michigan, Ann Arbor.Stanford University. We have determined that Mr. HorowitzMs. Hariton is qualified to serve as a member of our Board of Directors because of his significanther experience in the technology industry, public company experience and company experience.diversity and inclusion expertise.David E. Siminoff
Robert McDonald has served on our Board since November 2018. Mr. McDonald currently serves on boards of Directors since December 2010.various companies and organizations, private and public, non-profit and for-profit. Mr. Siminoff isMcDonald served as the FounderU.S. Secretary of Veterans Affairs from July 2014 until January 2017. Mr. McDonald was Chairman, and has been Chief CreativeExecutive Officer at Shmoop University, Inc., an educational digital publication company, since December 2008 and was Chief Investment Officer and Co-Portfolio Manager at Thompson Peak Capital, LLCof Procter & Gamble Company from January 20092010 until June 2013. Mr. McDonald joined Procter & Gamble in 1980 and served in various positions for that company. He was named Procter & Gamble’s Vice Chairman, Global Operations in 2004; Chief Operating Officer in 2007; President and Chief Executive Officer in 2009; and Chairman of the Board in 2010. From 2005 to December 2011. From February 2007July 2014 Mr. McDonald served on the board of directors of Xerox Corporation, a provider of document management solutions, and from January 2014 to November 2008,July 2014, Mr. Siminoff was a partnerMcDonald served on the board of directors of United States Steel Corporation, an integrated steel producer, both public companies. Mr. McDonald graduated from the United States Military Academy at Venrock, a venture capital firm. Mr. Siminoff holds a B.A.West Point in 1975. He earned his M.B.A. from Stanford University, an M.F.A. fromthe University of Southern California and an M.B.A. from Stanford Graduate School of Business.Utah in 1978. We have determined that Mr. SiminoffMcDonald is qualified to serve as a member of our Board of Directors because of his substantialdeep industry experience, public company experience, executive leadership expertise and extensive knowledge of operational matters. Michelle McKenna has served on our Board since October 2017. Ms. McKennais currently the Senior Vice President and financial expertise gainedChief Information Officer of the National Football League (the “NFL”), which she joined in September 2012. Prior to joining the NFL, Ms. McKenna served as Senior Vice President and Chief Information Officer at Constellation Energy Group, Inc., an energy company. Ms. McKenna has served on the board of directors of RingCentral, Inc., a public global enterprise cloud communications and collaboration company, since March 2015 and Alticor, a private parent company of Amway, one of the world’s leading direct selling companies, since February 2020.Ms. McKenna served on the board of directors of Insperity, a human resources and business solutions company, from holding executive positions at various technologyApril 2015 until August 2017and comScore, Inc., a global information and analytics company, from October 2017 until March 2019, both public companies. Ms. McKenna holds a B.S. in Accounting from Auburn University and a M.B.A. from Rollins College. Ms. McKenna was formerly licensed as a certified public accountant in the State of Georgia. We have determined that Ms. McKenna is qualified to serve as a member of our Board because of her experience serving on the board of directors of public companies and expertise in financial accounting and risk management. David Oppenheimer has served on our Board since July 2017. Mr. Oppenheimer is currently a President of Oppenheimer Advisors and General Partner of Verissimo Ventures. Mr. Oppenheimer served as the Chief Financial Officer at Udemy, Inc., a global marketplace for learning and teaching online, from August 2018 through January 2019. Previously Mr. Oppenheimer was Chief Financial Officer at Planet Labs Inc., a space and analytics company from October 2015 through August 2018. From April 2013 through February 2015, Mr. Oppenheimer served as Chief Financial Officer at Ebates Inc. (acquired by Rakuten, Inc.), an e-commerce company. Mr. Oppenheimer currently serves on the board of directors of Lumus Ltd, an Israeli private augmented reality technology company, since April 2020. Additionally, Mr. Oppenheimer served on the board of directors and audit committee of HotChalk, Inc., a Delaware private education software company, from May 2015 until December 2020, and The Olympic Club, a private company, from January 2018 until December 2020. Mr. Oppenheimer holds a B.S. in Mechanical Engineering from the State University of New York at Buffalo and a M.B.A. from the University of California, Berkeley. We have determined that Mr. Oppenheimer is qualified to serve as a member of our Board because of his experience serving on audit committees and expertise in the venture capital industry.financial accounting at technology companies. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION At the 2019 Annual Meeting, our stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are again asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with our stockholders’ interests so that we can attract and retain talented and experienced executives to lead the Company successfully in a competitive environment. The overall objective of our executive compensation programs is to pay our executive officers competitively and equitably in a way that aligns our business and financial goals, and ties back to overall Company and individual performance. The primary objectives of our executive compensation programs are: | | | | | | | Pay-for-Performance | A significant portion of pay for executive officers is at-risk and performance-based with metrics that align total compensation with the Company’s sustainable growth strategy and values, annual financial objectives and performance of our stock price. At-risk compensation includes short-term cash incentives, performance-based equity awards and long-term incentives in the form of equity awards. | | Alignment with Stockholders | Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We maintain stock ownership guidelines for all executive officers, and we remain committed to a culture of shared success through long-term equity awards. In response to stockholder feedback, we moved a portion of the 2021 equity grant to performance-based RSUs to align with stockholder interest. | | Competitive Appeal | Our compensation programs’ goals are to attract, reward, and retain talented and highly qualified executive officers whose abilities and alignment to our values are critical to our success. We use market-based pay information to align each executive officer’s compensation to their position, responsibilities, and impact. | | Drive Future Growth | We use our compensation programs to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values. |
We set the compensation of our executive officers, including the named executive officers, by considering factors such as their ability to create sustainable long-term stockholder value in a cost-effective manner, prevailing market conditions, and compensation levels and practices of our peers. Our executive compensation philosophy is to align executive compensation decisions with our desired business direction, strategy, and performance. Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Advisory approval of this proposal requires the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the annual meeting. THE BOARD RECOMMENDS A VOTE “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENTSELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors (the “Audit Committee”) has appointed the firm of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2016.2021. During our previous fiscal year ended December 31, 2015,2020 (“Fiscal 2020”), Ernst & Young served as our independent registered public accounting firm. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2016.2021. Our Audit Committee is submitting the selection of Ernst & Young to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Quotientthe Company and its stockholders. Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees billed or to be billed by Ernst & Young for professional services rendered with respect to the years ended December 31, 20152020 and 2014.2019. All of these services rendered were preapproved by the Audit Committee. | | 2015 | | | 2014 | | Audit Fees(1) | | $ | 1,617,621 | | | $ | 1,393,528 | | Audit-Related Fees(2) | | | 42,813 | | | | — | | Tax Fees(3) | | | 296,687 | | | | 15,001 | | All Other Fees(4) | | | 1,995 | | | | 1,655 | | TOTAL | | $ | 1,959,116 | | | $ | 1,410,184 | |
(1)
| “Audit fees” consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by our independent registered public accounting firm in connection with regulatory filings.
|
(2)
| “Audit-related fees” include fees for professional services related to due-diligence services for the acquisition of Shopmium S.A.
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| | | | | | | | | | 2020 ($) | 2019 ($) | Audit Fees(1) | 2,204,830 | | 2,432,491 | | | Audit-Related Fees | — | | 297,400(2) | Tax Fees(3) | — | | 70,200 | | | TOTAL | 2,204,830 | | 2,800,091 | |
(3)(1)“Audit fees” consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by our independent registered public accounting firm in connection with regulatory filings. The audit fees also include fees for professional services incurred with rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002.
| “Tax fees” include fees for professional services related to tax advice. Tax advice fees encompass permissible services mainly related to technical tax advice related to federal, state and international tax compliance, acquisitions and international tax planning.
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(4)(2)“Audit-related fees” include fees for professional services related to due-diligence services for the acquisition of Ubimo Ltd.
| “All Other fees” include subscription services related to obtaining access to Ernst & Young’s online accounting library.
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(3)“Tax fees” include fees for professional services related to tax advice. Tax advice fees encompass permissible services mainly related to technical tax advice related to federal, state and international tax compliance, acquisitions and international tax planning. Under its charter, the Audit Committee pre-approves all services rendered by our independent registered public accounting firm, Ernst & Young. The Audit Committee has determined that the rendering of non-audit services by Ernst & Young was compatible with maintaining their independence. Pre-Approval Policies and Procedures. Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (the “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, our Audit Committee (or a member of the Audit Committee delegated by the Audit Committee) pre-approves 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENTSELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
CORPORATE GOVERNANCE AND CORPORATE GOVERNANCEDIRECTORS Our Corporate Governance Guidelines, together with the Board’s committee charters, provide the framework for the corporate governance of the Company. Following is a summary of our Corporate Governance Guidelines. Our Corporate Governance Guidelines, as well as the charters of each of our Board committees, are available on our website at www.quotient.com, on the Governance page under the Investors section. Our business and affairs are managed under the direction of our Board of Directors (the “Board”).Board. Our Board currently consists of fiveeight members, fourseven of whom qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE”). The authorized number of directors may be changed only by resolution of our Board. ThisThe classification of our Board into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control of our Company or management. Director Independence
Our Board has undertaken a review of the independence of each director, including Michael Walsh, our Chief Security Officer, who in 2015 served as a director until June 2015. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Messrs. Gessow, Horowitz and Siminoff and Ms. Lepore do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE.
Risk Oversight
Our Board believes that open communication between management and the Board 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 quarterly Board meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluates the risks inherent in significant transactions. While our Board is ultimately responsible for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control(s) over financial reporting and disclosure controls and procedures. The Compensation Committee of our Board (the “Compensation Committee”), assists our Board in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”) is charged with assisting our Board in fulfilling its oversight responsibilities with respect to the management of risk associated with Board membership and corporate governance.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the extent required by applicable rules and exchange requirements. The full text of our Code of Business Conduct and Ethics is posted under the “Governance” portion of the “Investor Relations” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.
Board Leadership and Lead Independent Director
We believe that the structure of our Board of Directors and its committees provides strong overall management of our Company. Although our Board of Directors has not formally designated a Chairman, Steven Boal, our Chief Executive Officer, acts in such capacity. Our Board of Directors believes that the current Board leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing the Board of Directors and management to benefit from Mr. Boal’s leadership and years of experience as an executive in the technology industry. The Board of Directors believes that Mr. Boal’s combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.
In addition, the independent directors of the Company meet in executive session without management on a regularly scheduled basis. Our Board of Directors has not formally designated a Lead Independent Director. The independent directors rotate chairing executive sessions as Lead Independent Director based upon such director’s expertise in the matters for Board discussion. The Lead Independent Director for each session serves as a liaison between our non independent directors and our independent directors and performs such additional duties as our Board of Directors may otherwise determine and delegate.
Meetings of the Board of Directors
Our Board met five times and acted by written consent two times during 2015. No director attended fewer than 75% of the total number of meetings of the Board and of any Board committees of which he or she was a member during 2015.
Attendance at Annual Stockholder Meetings by the Board
It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. Andrew Jody Gessow and Steven Boal attended Quotient’s 2015 Annual Meeting of Stockholders.
Committees of the Board of DirectorsOur Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Members serve on these committees until their resignation or until otherwise determined by our Board. The following table provides membership information for 20152020 for each of our Board committees: Name
| | | | | | | | | | | | | Name | Audit
Committee | | Compensation
Committee | | Nominating and
Corporate Governance
Committee | | | | | | | | Andrew Jody Gessow | | 
| | | | 
| | | | | | | | Dawn Lepore
Lorraine Hariton(1) | | 
| | 
| | 
| | | | | | | | Steve Horowitz | | | | | | | | | Robert McDonald | | | | | | | | Michelle McKenna | | | | | | | | David E. SiminoffOppenheimer | | 
| | | 
| | | | Christy Wyatt | | | |
| | | | | | | | |  = Chairperson | |  = Member= Financial Expert |
(1)Ms. Hariton was appointed to serve on the Board and the Nominating and Corporate Governance Committee effective January 25, 2021. Effective upon and subject to the election of our Class III directors at the Annual Meeting, the composition of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is expected to remain the same as it was in 2015.is currently comprised.
Our Audit Committee is comprisedcurrently consists of Messrs. GessowMr. Oppenheimer and SiminoffMses. McKenna and Ms. Lepore,Wyatt, with Mr. SiminoffOppenheimer serving as our Audit Committee chairperson. Our Board has determined that all of the members of the Audit Committee possess the level of financial literacy and sophistication required under the listing standards of the NYSE, and that Mr. Siminoff is anOppenheimer, and Ms. McKenna are audit committee financial expertexperts as defined by SEC rules. Our Board has also determined that Messrs. GessowMessr. Oppenheimer and SiminoffMses. McKenna and Ms. LeporeWyatt satisfy the independence requirements of Audit Committee members under the applicable rules and regulations of the SEC and the listing standards of the NYSE. Our Audit Committee met fourseven times and acteddid not act by written consent one time during 2015.2020. Our Audit Committee is responsible for, among other things: | ·
| | •appointing, compensating, retaining and overseeing our independent registered public accounting firm; |
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| •approving the audit and non-audit services to be performed by our independent registered public accounting firm; |
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| •reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures; |
•oversees the performance of our internal audit function; | ·
| •reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports; |
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| •reviewing and discussing with management and our independent registered public accounting firm our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm; |
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| •reviewing and investigating conduct alleged to be in violation of our codeCode of conduct;Business Conduct and Ethics, if requested by the Board; |
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| •reviewing and approving related party transactions; |
•reviewing and discussing with management procedures and any related policies with respect to risk assessment and risk management; | ·
•reviewing and discussing with management cybersecurity and other information technology risks, including steps management have taken to mitigate such risks; | •preparing the audit committeeAudit Committee report required in our annual proxy statement; and |
| ·
| •reviewing and evaluating, at least annually, its own performance and the adequacy of the committeeAudit Committee charter. |
The Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the NYSE. A copy of the Audit Committee charter is posted under the “Governance” portion of the “Investor Relations”“Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.
Our Compensation Committee is comprisedcurrently consists of Messrs. Gessow and Oppenheimer and Ms. Lepore andWyatt, with Mr. Siminoff, with Ms. LeporeGessow serving as our Compensation Committee chairperson. Each member of our Compensation Committee satisfies the independence requirements under the applicable rules and regulations of the SEC and the listing standards of the NYSE. In addition, each member of our Compensation Committee qualifies as a “non-employee director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code (the “Code”).Act. Our Compensation Committee met fourfive times and acted by written consent threetwo times during 2015.2020. Our Compensation Committee is responsible for, among other things: | ·
| | •reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers; |
•identifying peer group of companies to be used for comparison purposes in connection with any review of executive officer compensation; | ·
| •reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers: salaries, bonuses, incentive compensation, equity awards, benefits and perquisites; |
| ·
| •recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans; |
| ·
| •recommending compensation programsprogram(s) for non-employee directors; |
•retaining a compensation consultant to assist it in the performance of its duties, after taking into consideration all factors relevant to the adviser’s independence from management, including those specified by the NYSE; | ·
| •preparing disclosures regarding executive compensation and any related reports required by the rules of the SEC;SEC, including a Compensation Discussion & Analysis section for inclusion in our annual proxy statement; |
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| making and
•approving grants of options and other equity awards to all executive officers, non-employee directors and all other eligible individuals; and |
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| •reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter. |
In carrying out these responsibilities, the Compensation Committee reviews all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders. In 2015,2020, our Compensation Committee retained an independent compensation consultant, Compensia, Inc.Radford, a part of Aon plc. (“Radford”), to assist in reviewing and assessing for 2016 our compensation philosophy, broad-based equity strategy and executive compensation.Compensation Committee. The Compensation Committee assessed the independence of CompensiaRadford pursuant to SEC and NYSE rules and concluded that no conflict of interestsinterest exists that would prevent CompensiaRadford from independently advising the Compensation Committee. The Compensation Committee has delegated in accordance with applicable law, rules and regulations, and our certificate of incorporationRestated Certificate and bylaws,Bylaws, authority to an equity awards committee comprised of certain executive officers of our Company to make certain types of equity awards to any employee below the rank of vice president or who is not an executive on our senior leadership team or non-employee director under our Company’s 2013 Equity Incentive Plan pursuant to the terms of such plan and the equity award guidelines approved by our Compensation Committee. The Compensation Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the NYSE. A copy of the Compensation Committee charter is posted under the “Governance” portion of the “Investor Relations”“Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee is comprisedcurrently consists of Ms. LeporeMessrs. Horowitz and McDonald and Mses. McKenna and Hariton, with Mr. Gessow, with Ms. LeporeMcDonald serving as our Nominating and Corporate Governance Committee chairperson, eachchairperson. Ms. Hariton joined the Nominating and Corporate Governance Committee on January 25, 2021. Each member of whomour Nominating and Corporate Governance Committee satisfies the independence requirements under applicable rules and regulations of the SEC and the listing standards of the NYSE. Our Nominating and Corporate Governance Committee met one timethree times and acteddid not act by written consent one time during 2015.2020.
Our Nominating and Corporate Governance Committee is responsible for, among other things: | ·
| | •assisting our Board in identifying qualified director nominees and recommending nominees for each annual meeting of stockholders; |
•overseeing the Board’s committee structure and operations; | ·
•reviewing and recommending plans of succession for the offices of chief executive officer and other executive officers; |
•developing, recommending and reviewing corporate governance principles and a code of conduct applicable to us; |
•reviewing and discussing with management disclosure of Company’s corporate governance practices for inclusion in the Company’s proxy statement or annual report on Form 10-K, as applicable; | ·
| •assisting our Board in its evaluation of the performance of our Board and each committee thereof; | •overseeing corporate governance risks, including risks associated with director independence; | •overseeing environmental and social risks; and |
| ·
| •reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter. |
The Nominating and Corporate Governance Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the NYSE. A copy of the Nominating and Corporate Governance Committee charter is posted under the “Governance” portion of the “Investor Relations”“Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx.
Board Leadership Structure The Board has a Lead Independent Director and believes this role addresses the need for independent leadership and an organizational structure for the independent directors. The Lead Independent Director coordinates the activities of the other independent directors, presides over meetings of the Board at which the Chairman of the Board is not present and at each executive session, serves as liaison between the Chairman of the Board and the independent directors, and is available for consultation and direct communication if requested by major stockholders. Andrew Gessow was appointed as our Lead Independent Director effective August 5, 2019. The Board believes that the Company's Chief Executive Officer is best suited to serve as Chairman because he is the director most familiar with the Company's business and industry, and most capable of effectively identifying strategic priorities and leading any discussion about the Company's business. The Board and management have different perspectives and roles in strategy development. The Company's independent directors bring experience, oversight and expertise from outside the Company and from industry, while the Chief Executive Officer brings company-specific experience and expertise. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance. Director Independence Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Messrs. Gessow, Horowitz, McDonald, and Oppenheimer and Mses. McKenna, Wyatt, and Hariton does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE.
In considering the independence of the directors, the Board considered the Company's 10-year lease agreement with DW Cal 301 Howard, LLC, a joint venture in which DivcoWest Real Estate Services, LLC is a minority member; and Mr. Gessow's role as Senior Advisor at Divco and as a managing partner at DivCore Equity Partners which is affiliated with Divco. The terms of the lease were negotiated at arms-length and were consistent with market comparisons. Mr. Gessow was not involved in negotiating the lease, making any decisions regarding the lease, or approving the lease. In addition, Divco's share of the total lease payment of $16.3 million was less than 1% of the consolidated gross revenues of each of the Company and Divco in 2020, when we entered into the lease. This level is significantly below the maximum amount permitted under the NYSE listing standards for director independence (i.e., 2% of consolidated gross revenues). Accordingly, the Board determined that Mr. Gessow is independent. Risk Oversight One of the key functions of our Board is to provide informed oversight of our risk management process. Our Board administers its oversight function directly as a whole, as well as through various standing committees of our board that address risks inherent in their respective areas of oversight, which they regularly report back to the full Board. While management is responsible for the day-to-day management of the material risks we face, our Board believes that evaluating the executive team’s management of the various risks confronting the Company is one of its most important areas of oversight. The Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee monitors the Company’s significant business risks, including financial, financial reporting, operational, privacy, cybersecurity, business continuity and legal and regulatory compliance. The Audit Committee reviews the steps management has taken to monitor and mitigate these risks. With respect to cybersecurity, the Audit Committee reviews reports from our Chief Information Security Officer and others including an independent expert that assessed the Company’s cybersecurity policies and programs. These reports include updates on risk management and technical developments. While the Audit Committee has primary responsibility for overseeing enterprise risk management and reports regularly to the Board, the other Board committees also consider risks within their area of responsibility and apprise the Board of significant risks and management’s response to those risks. For example, the Nominating and Corporate Governance Committee monitors legal and regulatory compliance risks as they relate to Quotient’s corporate governance structure and processes, oversees our succession planning, and has oversight over environmental and social risks. The Nominating and Corporate Governance Committee also oversees annual performance evaluations of the Board and of each committee. The Compensation Committee reviews risks related to compensation matters. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees. In establishing and reviewing our executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. The program includes several components. Base salaries are fixed in amount and thus do not encourage risk-taking. By tying our Annual Incentive Plan to specific corporate financial performance measures, requiring a minimum performance level to receive any payout, and applying a cap on annual cash incentive awards, we mitigate against risk-taking behavior. For the same reason, we grant long term incentives, in the form of options and RSUs, subject to service requirements that reward performance in the form of financial goals and/or stock appreciation. We also maintain stock ownership guidelines for our executive officers. Collectively, these policies help to mitigate against risk-taking. In 2020, we formed a cross-functional global response team, as well as local response teams in each region where we have offices, to monitor the impact of the COVID-19 pandemic on our business operations and the health and safety of our employees. The teams met regularly to review and discuss pandemic developments, and to implement measures to manage related risks. Our enterprise risk management plan, and updates to the Audit Committee, included mitigation strategies for COVID-19 risks impacting our business. The Board and Audit Committee were actively engaged in overseeing these risk management strategies and initiatives, receiving updates from the management team and providing input and oversight as we executed our strategy.
Prohibition on Short Sales, Hedging Transactions and Margin Accounts and Pledges We prohibit (i) all short sales and “selling short against the box” of our stock, (ii) all transactions in derivatives of our stock, this extends to any hedging or similar transaction designed to decrease the risks associated with holding our stock, (iii) pledging of our stock as collateral for loans and (iv) holding our stock in margin accounts, for all our personnel, including non-employee directors, officers, employees, independent contractors and consultants. Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics (the “Code of Business Conduct and Ethics”), which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our non-employee directors, officers and employees. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the extent required by applicable rules and exchange requirements. The Code of Business Conduct and Ethics is available under the “Governance” portion of the “Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx. Director Stock Ownership Guidelines In 2016, our Board adopted stock ownership guidelines for our non-employee directors. Under the guidelines, non-employee directors are expected to own shares of Quotient common stock, the lesser of a value equal to three times their annual cash retainer or 7,500 shares, for serving as a director. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Each non-employee director is required to satisfy the stock ownership guidelines by October 24, 2021, or within five years after first becoming subject to the guidelines. As of December 31, 2021, Messrs. Gessow, Horowitz, McDonald and Oppenheimer and Mses. McKenna and Wyatt have already satisfied the stock ownership guidelines and we believe Ms. Hariton is on track to meet the objective within the required time frame. Meetings of the Board Our Board met six times and acted by written consent two times during 2020. No director attended fewer than 75% of the total number of meetings of the Board and of any Board committees of which he or she was a member during 2020. Director Commitments Our Board believes that all members of the board should have sufficient time and attention to devote to board duties and to otherwise fulfill the responsibilities required of directors. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with their service as a director. Our Corporate Governance Guidelines also includes limits on board memberships. Directors who serve as CEOs or equivalent positions should not serve on more than two boards of public companies, in addition to our Board, and other directors should not serve on more than four other public company boards in addition to our Board. While our Nominating and Corporate Governance Committee and Board recognize that certain institutional investors and proxy advisory firms may deem Ms. Wyatt “overboarded” based on the number of public company boards on which she serves, they believe Ms. Wyatt has demonstrated the ability to dedicate sufficient time to, and to focus on, her duties as a director of the Company, including her role as a member of our audit and compensation committee. In fiscal 2020, Ms. Wyatt has attended all board and applicable committee meetings at all companies where she serves as a board member. Ms. Wyatt's attendance record demonstrates her commitment to our board, participating in 100% of board meetings and 100% of the audit and compensation committee meetings since her appointment in July 2018. Ms. Wyatt's other public company boards have offices located in San Jose, enabling her to travel and regularly attend our board and committee meetings. Ms. Wyatt is consistently prepared and has exemplary participation at meetings, contributes significantly to discussions and decision-making, and is highly engaged with management and other members of our board of directors.
Attendance at Annual Stockholder Meetings by the Board It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. Directors Boal, Gessow, McDonald, Oppenheimer, and Horowitz attended Quotient’s virtual-only 2020 Annual Meeting of Stockholders. Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee consisted of Messrs. Gessow and Oppenheimer and Ms. Wyatt. None of the current members of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee does consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons. The Nominating and Corporate Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board to fill interim director vacanciesvacancies. The Nominating and Corporate Governance Committee also reviews and recommends to the Board for determination the desired qualifications, expertise and characteristics of Board members, with the goal of developing a diverse, experienced and highly qualified Board. The Nominating and Corporate Governance Committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation: | ·
| | •the highest personal and professional ethics and integrity; |
| ·
| •proven achievement and competence in the candidate’s field and ability to exercise sound business judgment; |
| ·
| •skills that are complementary to those of the existing Board; |
| ·
| •the ability to assist and support management and make significant contributions to the Company’s success; |
| ·
| •an understanding of the fiduciary responsibilities that is required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities; |
| ·
| •ability to read and understand financial statements and other financial information pertaining to Quotient;the Company; |
| ·
| •commitment to enhancing stockholder value; |
| ·
| •willingness to act in the interest of all stockholders; and |
| ·
| •for non-employee directors, independence under NYSE listing standards and other applicable rules and regulations. |
In the context of the Board’s existing composition, we may add other requirements that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered.committees.
Stockholder Recommendations for Nominations to the Board of Directors
The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record holding at least three percent of the fully
diluted capitalization of the Company continuously for at least twelve (12) months prior to the date of the submission of the recommendation can recommend a candidate for nomination to the Board by complying with our Bylaws and our Restated Certificate and applicable laws, rule and regulations, included those promulgated by the SEC. Any eligible stockholder who wishes to directly submit a nomination should review the requirements in Section 2.15 of the Bylaws on nominations by stockholders. Any recommendation or nomination should be sent in writing to the General Counsel, Quotient Technology Inc., 400 Logue Avenue, Mountain View, California 94043. Submissions must include the full name of the proposed nominee, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and Quotient,the Company, other information specified in our Bylaws, and evidence of the recommending stockholder’s ownership of Company stock in the amount and for the time period required. These candidates are evaluated at meetings ofby the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee. All proposals of stockholders that are intended to be presented by such stockholder at an annual meeting of Stockholdersstockholders must be in writing and notice must be delivered to the Secretary at the principal executive offices of Quotient not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting. Stockholders are also advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.
Non-Employee Director Compensation In November 2013, the Board of Directors, upon the recommendation of
Non-employee directors receive compensation under our outside director compensation policy (the “Director Compensation Committee, adopted a policy for the compensation for our non-employee directors (the “Outside Directors”Policy”) effective as of our Initial Public Offering (the “IPO”). Outside Directors receive compensation in the form of equity granted under the terms of our 2013 Equity Incentive Plan (the “2013 Plan”), and cash, as described below:below. The policy is reviewed annually, by the Compensation Committee’s independent compensation consultant to inform any policy decisions. No changes were made to our outside director compensation policy for 2020. Cash Compensation In connection with his or her service as a director and consistent with the Director Compensation Policy, each non-employee director receives an annual cash retainer of $37,500 for serving on our Board. The Lead Independent Director receives an additional annual cash retainer of $15,000. The chairperson and members of the three standing committees of our Board are also entitled to the following additional annual cash retainers: | | | | | | | | | | Board Committee | Chairperson Fee ($) | Member Fee ($) | | Audit Committee | 21,500 | | 10,000 | | | Compensation Committee | 15,000 | | 6,250 | | Nominating and Corporate Governance
Committee | 8,000 | | 3,500 | |
All cash retainers are paid in quarterly installments to each non-employee 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. A non-employee 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 applicable annual cash retainer.
Initial grant. Upon appointment to our Board, of Directors each Outside Directornon-employee director is granted a stock option with an estimated grant date value of $250,000award (the “Initial Option”Award”). of Restricted Stock Units (“RSUs”) as compensation for his or her service. The shares underlying the Initial Option vest and, if applicable, become exercisable, as to 25%number of the shares of our common stockRSUs subject to the optionsInitial Award is determined by dividing $250,000 by the closing price of our stock on the grant date or as computed in accordance with such other methodology as our Board or Compensation Committee may determine. The grant date of the Initial Award is the fifth trading day of the month immediately following the month in which the individual first becomes a non-employee director. The RSUs subject to the Initial Award vest as to one-third (1/3) of the shares each annual anniversary of the date of grant.on which such person first becomes a non-employee director, subject to continued service as a director through the applicable vesting date. Annual award. OnEach continuing non-employee director will be granted an award of RSUs (the “Annual RSU Award”) on the date of eachthe annual meeting of stockholders as compensation for his or her service. The number of RSUs subject to the Annual Award will be determined by dividing $175,000 by the closing price of our stockholders, each Outside Director who has servedstock on the grant date or as computed in accordance with such other methodology as our Board of Directors for at least the preceding six months will be granted a stock option with an estimatedor Compensation Committee may determine. The grant date value of $150,000 (the “Annual Option”). All of the shares underlyingAnnual Award is the date of the annual meeting of stockholders. The RSUs subject to the Annual Option willAward vest and become exercisable upon the earlier of (i) the day prior to the next year’s annual meeting of stockholders or (ii) one year from the grant date, subject to continued service as a director through the applicable vesting date.The exercise price per share of each stock option granted under the outside director compensation policy will be the fair market value of a share of our common stock, as determined in accordance with our 2013 Plan, on the date of the option grant. With respect to the Initial Option and Annual Option, the number of shares subject to each stock option grant is equal to the value of the Initial Option or Annual Option, as applicable, divided by the exercise price on the date of grant, or computed in accordance with such other methodology as our Board or Compensation Committee may determine.
Cash compensation. Each Outside Director receives an annual retainer of $30,000 in cash for serving on our Board of Directors.
The chairperson and members of the three standing committees of our Board are entitled to the following additional annual cash retainers:
Board Committee | | Chairperson Fee ($) | | | Member Fee ($) | | Audit Committee | | | 15,000 | | | | 7,500 | | Compensation Committee | | | 10,000 | | | | 5,000 | | Nominating and Corporate Governance Committee | | | 5,000 | | | | 2,500 | |
All cash retainers are paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. An Outside Director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the applicable annual cash retainer.
The following table provides information for the year ended December 31, 20152020 regarding all compensation awarded to, earned by or paid to each person who served as an Outside Director for 2015. Michael Walsh, our Chief Security Officer, whoa non-employee director in 2015 served as a director until June 2015, did not receive compensation as an Outside Director. 2020.
Non-Employee Director Compensation — 20152020 Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | Option Awards ($)(1) | | | Total ($) | | Andrew Jody Gessow | | | 40,000 | | | — | | | 76,041 | | | | 116,041 | | Dawn Lepore | | | 52,500 | | | — | | | 76,041 | | | | 128,541 | | David E. Siminoff | | | 50,000 | | | — | | | 76,041 | | | | 126,041 | | Steve Horowitz | | | 16,649 | (2) | | — | | | 132,683 | | | | 149,332 | |
| | | | | | | | | | | | | Name | Fees Earned or
Paid in
Cash ($) | Stock Awards ($)(1) | Total ($) | | Andrew Gessow | 67,500 | 174,998 | 242,498 | Lorraine Hariton(2) | — | — | — | | Steve Horowitz | 41,000 | 174,998 | 215,998 | | Robert McDonald | 45,500 | 174,998 | 220,498 | | Michelle McKenna | 51,000 | 174,998 | 225,998 | | David Oppenheimer | 65,250 | 174,998 | 240,248 | | Christy Wyatt | 53,750 | 174,998 | 228,748 |
(1)
| Amount shown in this column reflect the aggregate full grant date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718(1)The amounts reported reflect the aggregate grant date fair value of RSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumption used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 23, 2021. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in this column reflect the accounting cost for these stock option awards granted during the year. There can be no assurance that this grant date fair value will ever be realized by the non-employee director. The assumptions used to calculate these amounts are discussed in Note 9 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 11, 2016. Note that the amounts reported in these columns reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by the directors from them.
(2)Ms. Hariton was appointed as a non-employee director effective January 25, 2021 and therefore received no compensation in 2020. Our non-employee directors from them. For information regarding the number of stock options held by each non-employee director as of December 31, 2015, see the column “Stock Options Outstanding” in the table below. |
(2)
| Mr. Horowitz joined our Board on June 11, 2015. His annual retainer fee was prorated from June 11, 2015 to December 31, 2015.
|
Our Outside Directors held the following number of outstanding stock options or RSU awards as of December 31, 2015.
2020.Name
| | Stock Options
| | Andrew Jody Gessow
| | | 127,128
| | Dawn Lepore
| | | 170,325
| | David E. Siminoff
| | | 130,560
| | Steve Horowitz
| | | 19,171
| |
| | | | | | | | | | Name | Stock Options | RSUs | | Andrew Gessow | 151,992 | 22,727 | Lorraine Hariton(1) | — | — | | Steve Horowitz | 44,035 | 22,727 | | Robert McDonald | — | 33,161 | | Michelle McKenna | — | 27,159 | | David Oppenheimer | 21,551 | 22,727 | | Christy Wyatt | — | 31,591 |
(1)Ms. Hariton was appointed as a non-employee director effective January 25, 2021 and therefore had no outstanding stock options or RSU awards as of December 31, 2020.
Stockholder and Other Interested Party Communications with the Board of DirectorsStockholders and other interested parties who wish to communicate with the non-management or independent members of our Board may do so by letters addressed to the attention of our General Counsel. All communications are reviewed by the General Counsel and are routed to the appropriate member(s) of the Board consistent with our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors. A copy of our Policies and Procedures for Stockholder and Other Interested Party Communications to Independent Directors is posted under the “Governance” portion of the “Investor Relations”“Investors” section on our website at http://investors.quotient.com/investors/governance/governance-documents/default.aspx. The address for these communications is: Mountain View, CA 94043
REPORT OF THE AUDITAUDIT COMMITTEEWith respect to Quotient’s financial reporting process, the management of Quotient is responsible for (1) establishing and maintaining internal controls and (2) preparing Quotient’s consolidated financial statements. Quotient’s independent registered public accounting firm, Ernst & Young, is responsible for auditing these financial statements. It is the responsibility of the Audit Committee to oversee these activities. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of Quotient’s financial statements. The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20152020 with Quotient’s management andof the Company. The Audit Committee has discussed with Ernst & Young, including the results of the independent registered public accounting firm’s audit of Quotient’s financial statements. The Audit Committee has also discussed with Ernst & Young all matters that the independent registered public accounting firm was required to communicate and discuss with the Audit Committee, including the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard No. 16 “Communication with Audit Committees.”and the SEC. The Audit Committee has also has received and reviewed the written disclosures and the letter from Ernst & Youngthe independent registered public accounting firm required by applicable requirements of the PCAOB regarding Ernst & Young’sthe independent accountants’ communications with the Audit Committeeaudit committee concerning independence, and has discussed with Ernst & Young its independence from Quotient, as well as any relationships that may impact Ernst & Young’s objectivity andthe independent registered public accounting firm the accounting firm’s independence. Based on the Audit Committee’s review and discussions with Quotient’s management and independent registered public accountants discussed above,foregoing, the Audit Committee recommendshas recommended to the Board of Directors that the audited financial statements be included in Quotient’sthe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the SEC. 2020. Submitted by the Audit Committee of the Board of Directors:Board: David E. Siminoff (Chair)Andrew Jody Gessow
Dawn Lepore
Oppenheimer (Chairperson)Michelle McKenna Christy Wyatt
CERTAIN RELATIONSHIPS AND RELATEDRELATED PARTY TRANSACTIONSOther than the executive and non-employee director compensation arrangements, including the employment, termination of employment and change in control arrangements, discussed below under “Executive Compensation,” the indemnification arrangements with our executive officers and non-employee directors discussed below under “Indemnification Agreements,” and the transactions described below in this section, we were not party to any transactions since January 1, 2015 to which we were a party2019 in which: •the amounts involved exceeded or will beexceed $120,000; and •any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a party,direct or indirect material interest. San Francisco Office Lease The Company entered into a lease agreement with DW Cal 301 Howard, LLC ("DW Cal") on February 28, 2020, for approximately 15,607 square feet of office space in which: | ·
| the amounts involved exceeded or will exceed $120,000; and
|
San Francisco, for a term of 10 years. The total minimum future rental payments for the lease is $16.3 million. DW Cal is a joint venture in which DivcoWest Real Estate Services, LLC is a minority member. Mr. Gessow, one of our independent directors, serves as a Senior Advisor at Divco and is a managing partner at DivCore Equity Partners which is affiliated with Divco. All terms of the lease were negotiated at arms-length. The transaction was presented to our Audit Committee and approved in accordance with our Policy and Procedures with Respect to Transactions with Related Persons; and was also approved by our Board. Mr. Gessow was not involved in decisions regarding the lease or in the Board and Audit Committee's approval thereof. | ·
| any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
|
Amended and Restated Investor Rights Agreement In June 2011, we entered into an Eighth Amended and Restated Investor Rights Agreement with the holders of our preferred stock, including entities affiliated with John H. Burbank III, which hold 5% or more of our capital stock. Such agreement provides, among other things, for certain rights relating to the registration of their shares of common stock, including those issued upon conversion of their preferred stock, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. Review, approval or ratification of transactions with related parties Our Board recognizes that transactions between our Company and persons or entities that may be deemed related persons can present potential or actual conflicts of interest and create the appearance of impropriety. Accordingly, our Board has delegated authority for the review and approval of all related person transactions to the Audit Committee. We have adopted a Policy and Procedures with Respect to Transactions with Related Persons to provide procedures for reviewing, approving and ratifying any transaction involving our Company or any of its subsidiaries in which a 5% or greater stockholder, director, executive officer or members of their immediate family have or will have a direct or indirect material interest. This policy is intended to supplement, and not to supersede, our Company’s other policies that may be applicable to or involve transactions with related persons. The policy provides that the Audit Committee reviews transactions subject to the policy and determines whether or not to approve or ratify those transaction. In reviewing transactions subject to the policy, the Audit or the Chair of the Audit Committee, as applicable, considers among other factors it deems appropriate: •the material terms of the transaction; •the nature of the related party’s interest; •the nature of the related party’s relationship with the Company; •the role of Company employees in arranging the transaction; •the impact on the independence of any director; •the costs and benefits to the Company; and •an assessment of whether the transaction is competitively bid, or otherwise on terms that are fair to the Company and comparable to those that could be obtained in an arms-length negotiation with an unrelated third party.
The following table identifies certain information, as of April 22, 2021, about our executive officers as of April 11, 2016.officers. Officers are appointed or elected by the Board to hold office until their successors are elected and qualified. Name
| | Age
| | | | | | | | Name | Age | Current Position(s) with Quotient | Steven R. Boal | 55 | 50
| | Chief Executive Officer and Director Chairman of the Board | | | | | | Mir Aamir
Scott Raskin | 59 | 43
| | President and Chief Operating Officer | | | | | | Jennifer Ceran
Pamela Strayer | 52 | 52
| | Chief Financial Officer and Treasurer | | | | | | Connie Chen | 54 | 49
| | General Counsel, Compliance Officer and Secretary |
For information on the business background of Mr. Boal, see “Proposal No. 1—Election of Directors” above. Mir Aamir
Scott Raskin has served as our President since September 2015August 2019. Mr. Raskin served on our Board from February 2017 until August 2019 and ourwas Lead Independent Director from November 2017 until August 2019. From June 2019 to August 2019, Mr. Raskin served as an operating partner with Khosla Ventures, a venture capital firm. Mr. Raskin served as the President and Chief Executive Officer at Spigit Inc. (formerly known as Mindjet), a provider of innovation management software from June 2006 until December 2018 (Spigit was acquired in December 2018). Prior to joining Spigit, Mr. Raskin served as President and Chief Operating Officer, since October 2013. From October 2013from May 2001 to September 2015,June 2006, at Telelogic AB, a publicly traded, international software company. Additionally, Mr. AamirRaskin has served as our Chief Financial Officer. From March 2011 to October 2013,chairperson of the board of directors of Neology Inc., a private company and global innovator that is re-imagining mobility for smart cities and safer communities, since June 2019. Mr. AamirRaskin has served as Presidentthe chairperson of Customer Loyalty and Digital Technologies at Safeway, Inc.the board of directors of MariaDB, a Finnish private company, since January 2015. From January 20082012 to February 2011,July 2014, Mr. AamirRaskin also served as Senior Vice Presidenton the board of Marketing Strategydirectors of Cision AB, a Swedish, publicly traded software and Financial Planning and Analysis and Pricing and Shopper Card at Safeway, Inc. From May 2005 to December 2007,information services company, where he was also a member of the compensation committee of its board of directors. Mr. Aamir served as Group Vice President, Financial Planning and Analysis for all of Safeway’s U.S. business units. Mr. AamirRaskin holds a B.B.A. and an M.B.A. from the Institute of Business Administration, University of Karachi and an M.B.A. from the University of Chicago Booth School of Business.Texas.Jennifer Ceran
Pamela Strayer has served as our Chief Financial Officer and Treasurer since September 2015. From October 2012 to September 2015, November 2019, leading all corporate finance and information technology functions, including accounting, capital structure, and tax and treasury reporting.Ms. CeranStrayer served as the Vice Presidentchief financial officer of FinancePoly (formerly Plantronics), a public global communications company, from 2012 through March 2019. In this role, she was responsible for Box,all aspects of the Company’s financial management, in addition to managing the information technology and investor relations organizations. Global organizations that reported into Ms. Strayer included corporate FP&A, sales finance, corporate controller, tax, treasury and trade organization, internal audit, information technology and investor relations. In addition, Ms. Strayer was a director on the board of directors for Viavi Solutions, Inc., a cloud-based, enterprise content management company. Before joining Box,publicly traded network test, measurement and assurance technology company, (NASDAQ: VIAV) from August 2015 through February 2018 where she served as chairperson of the audit committee. Ms. Ceran served in various capacities at eBay Inc., an Internet marketplace and online payments platform company, from April 2003 to August 2012, including as its Vice President of Investor Relations from October 2010 to August 2012, as Vice President of Financial Planning and Analysis from October 2010 to December 2011, and as Vice President and Treasurer from April 2003 to October 2010. Ms. CeranStrayer holds a B.A.B.S. in Business Administration from Vanderbilt University and an M.B.A. from the University of Chicago Booth School of Business.The Ohio State University. Connie Chen has served as our General Counsel, Compliance Officer and Secretary since January 2016 and served as our Senior Director of Legal Affairs from October 2014 to December 2015, and Director of Legal Affairs from September 2013 to October 2014. From 2005 to August 2013, she served as Vice President, Litigationvice president, litigation and Deputy General Counseldeputy general counsel at Rambus Inc., a semiconductor and IP product company. Prior to Rambus, Ms. Chen held positions at the law firm of Morrison & Foerster LLP and WebMD, an Internetinternet healthcare technology company, where she served as assistant general counsel. Ms. Chen holds an A.B. from Stanford University and a J.D. from Stanford Law School.
EXECUTIVE COMPENSATIONThis section describesCOMPENSATION
The following discusses the material elements of compensation awarded to, earned by, or paid tofor our Named Executive Officers ("NEOs") for 2020: our Chief Executive Officer, our Chief Financial Officer, and twothree other most highly compensated individualsexecutives. Steven Boal Founder, Chairman and Chief Executive Officer Scott Raskin President Pamela Strayer Chief Financial Officer and Treasurer Chad Summe(1) Chief Operating Officer Connie Chen General Counsel, Compliance Officer and Secretary (1)Mr. Summe transitioned to the position of Chief Strategy Officer on July 31, 2020, and on that day ceased to be a named executive officer of the Company. Business Overview Business Description Quotient is the leading digital media and promotions technology company that creates cohesive omnichannel brand-building and sales-driving opportunities to deliver valuable outcomes for advertisers, retailers and consumers. The Quotient platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales. Quotient partners with leading advertisers and retailers, including Clorox, Procter & Gamble, General Mills, Unilever, Albertsons Companies, CVS, Dollar General and Peapod Digital Labs, a company of Ahold Delhaize USA. Business Performance We closed the year strong as we utilized our proprietary and/or exclusive data, omnichannel capabilities, and integrated media and promotions to collaborate and deliver results for our customers and partners as well as better consumer experiences for shoppers. With our focus on sales and marketing effectiveness in 2020, as well as the long-term health of the business after the pandemic-related disruptions, we delivered increased revenue of approximately 45% in the second half of 2020 over the first half of 2020. We believe market tailwinds, especially the shift to digital, and the growth drivers we outlined throughout 2020, will continue to drive momentum in 2021 and beyond. Some highlights are noted below: •Q4 revenue was up 20% over Q4 2019 and up 18% over Q3 2020. We ended 2020 with annual revenues of $445.9 million or 2% growth over the prior year. •In response to the COVID-19 pandemic we executed a plan that sustained our business and employment levels throughout the market downturn in Q2. As a result, we experienced no material disruptions to normal operations. •National Promotions remain an opportunity and focus area for us. Smaller CPGs, who servedhave access to deploy spend to national promotions through our platform, remain a growth driver and we experienced annual growth in the number of these customers, along with an increase of approximately 26% in bookings on a dollar basis over the prior year for this segment. Overall, as a result of the pandemic, we saw national promotions flat to slightly down on an annual basis.
•eCommerce for online grocery remains a growth opportunity. Momentum for sponsored search continued in Q4 2020, as the number of CPGs who booked a sponsored search campaign increased approximately 30% compared to Q3 2020. Throughout the year, we saw consistent sequential quarter-over-quarter growth in bookings for this offering and we believe momentum for this solution will continue in 2021. •We saw 15% annual growth in our National Media category from CPGs booking more national media campaigns. We see this trend continuing in 1H 2021 as more customers are focused on digital media playing a bigger role in their spend allocation. •Our retail partnerships and network grew in FY 2020. In total we added four partnerships to our network including Shipt, 7-Eleven, Rite Aid and Hy-Vee. •Our retailer performance media (RPM) solution continued to gain market traction. In FY 2020, we saw an increase of over 66% in bookings dollars from our CPG customers utilizing RPM on our retailer network versus the prior year. •Quotient’s social solutions continue to garner interest, not only from customer demand but also by the industry. In 2020, we ramped up our social efforts and compared to the prior year we saw 17% growth in revenue, a 15% increase in the number of advertisers investing with Quotient for social activations and a 24% increase in the number of total social campaigns launched. •We launched our national rebates solution in Q4 2020 which provides consumers with more choice in how and where they save while offering brands the ability to execute promotions in one place with consistent data and measurement. Below is a summary of our financial performance for Fiscal 2020, in comparison to previous fiscal years:
| | | | | | | 2% Revenue Growth in 2020 over 2019 | 2% Adjusted EBITDA Growth in 2020 over 2019 |
GAAP Net Loss 2018: $28.3M GAAP Net Loss 2019: $37.1M GAAP Net Loss 2020: $65.4M A reconciliation of net income to Adjusted EBITDA is incorporated by reference in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure and Key Operating Metrics” and included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2021. Compensation Overview Philosophy The overall objective of our executive compensation programs is to pay our executive officers competitively and equitably in a way that aligns our business and financial goals, and ties back to overall Company and individual performance. The primary objectives of our executive compensation programs are:
| | | | | | | Pay-for-Performance | A significant portion of pay for executive officers is at-risk and performance-based with metrics that align total compensation with the Company’s sustainable growth strategy and values, annual financial objectives, and performance of our stock price. At-risk compensation includes short-term cash and performance-based equity awards and long-term incentives in the form of equity awards. | | Alignment with Stockholders | Our compensation programs align executive officers’ interests with those of our stockholders, by providing equity-based forms of compensation and tying pay to Company and stock performance. We maintain stock ownership guidelines for all executive officers, and we remain committed to a culture of shared success through long-term equity awards. In response to stockholder feedback, we moved a portion of the 2021 equity grant to performance-based RSUs to align with stockholder interest. | | Competitive Appeal | Our compensation programs’ goals are to attract, reward, and retain talented and highly qualified executive officers whose abilities and alignment to our values are critical to our success. We use market-based pay information to align each executive officer’s compensation to their position, responsibilities, and impact. | | Drive Sustainable Growth | We use our compensation programs to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values. |
Compensation Decisions in 2020 - Key Takeaways •NEOs were held to Annual Incentive Plan performance targets that were set pre-pandemic and not adjusted even though our business performance was significantly impacted by the market contraction and challenges caused by the COVID-19 pandemic in the first half of 2020. While our business performance ended the year in a much stronger position than we expected, Mr. Boal did not earn his annual incentive payout in 2020 based on our full year performance. •For NEOs other than the CEO, our full year performance met the threshold targets necessary for those participants to earn annual incentive payouts, but the Compensation Committee followed the leadership team's recommendation and reduced their annual incentive payouts from 60% to 25% to align with the payouts approved for the non-executive Annual Incentive Plan participants. •Mr. Boal completed his first full year as CEO in 2020, after returning to the Company in August of the previous year. The Compensation Committee made adjustments to Mr. Boal's annual and long-term incentive opportunities to reflect a full year in the role and to directly link pay to performance. •In 2020, Mr. Raskin and Ms. Strayer relocated to Salt Lake City where the Company was expanding operations and where the Company intends to move its headquarters in late summer 2021. The Compensation Committee approved a one-time, taxable lump sum of $50,000 each to Mr. Raskin and Ms. Strayer to partially offset the relocation costs they incurred. 2020 Advisory Vote on Executive Compensation ("Say-On-Pay") Approximately 53% of the votes cast at the annual general meeting of stockholders were in support of the advisory resolution to approve our executive compensation program. In the prior year's vote we received over 94% support from our stockholders and as a result the core elements of the 2019 program remained unchanged in 2020. In response to the lower results of the Say-On-Pay vote in 2020, we performed a comprehensive review of our executive compensation programs. We also augmented our regular investor meetings with specific outreach on compensation to our top 20 stockholders representing approximately 74% of our outstanding shares and conducted in-depth reviews of reports from ISS and Glass Lewis, and considered analysis from Radford, our independent compensation consultant.
We summarize below the key concerns we discovered and the actions we have taken in response: | | | | | | | | | | Stockholder Concerns | Our Response | Intended Outcome and When Effective | Long-term incentive (“LTI”) equity awards have no quantitative performance condition.
| 50% of LTI awards will be subject to the achievement of challenging quantitative performance targets over a 3-year period.
| Better aligns NEO rewards with long-term sustainable business performance and returns experienced by stockholders.
Long Term Incentive Plan Effective 2021 | | Rationale for annual incentive payouts in the context of reported business performance is not clearly explained. | We have provided the specific targets and performance levels that governed earning and payouts for FY 2020. | Clear disclosure of Annual Incentive Plan mechanism and how it reflects our pay for performance philosophy.
Effective 2021 | | Compensation peer group contains companies of significantly larger market capitalization than Quotient. | The peer group companies used for pay decisions in 2020 were chosen based on revenue and market capitalization criteria with an emphasis on the former. For the 2021 peer group we revised the selection of peers to exclude five companies whose market capitalization was more than four times that of Quotient at the time of the analysis and replaced them with four companies market capitalization comparable to our own that fit our criteria (please see "Revisions to Peer Group for Pay Decisions in 2021"). The Compensation Committee looks at the peer group as part of its annual review and will continue to adjust the peers as appropriate. | Peer group has been re-sized to reflect companies with similar business characteristics and of comparable size to Quotient based on updated revenue and market capitalization data.
Effective 2021 |
Strong Governance Practices | | | | | | | We Do | We Don't |
ü Review compensation programs annually with the Compensation Committee |
û Provide single trigger change in control severance benefits |
ü Maintain stock ownership guidelines for all NEOs |
û Permit hedging or pledging of equity securities
|
ü Emphasize long-term equity in NEO pay mix |
û Provide perquisites such as health or tax allowances
|
ü Engage independent compensation consultant |
û Provide tax gross-up payments |
ü Ensure a significant portion of executive pay is "at-risk" dependent on company and/or stock price performance | |
Compensation Elements Our compensation program consists of base salary, annual incentive and long-term incentive. Each year the Compensation Committee reviews for each NEO the target opportunity value of each element which we refer to as "Base Salary", "AIP Target Opportunity", and "LTI Opportunity". The aggregate of the target opportunity value of each element we refer to as Total Direct Compensation (“TDC”). The Compensation Committee considers market practices, the criticality of the role to the business, retention objectives as well as other factors such as, company and individual performance to determine the appropriate TDC for each NEO and the mix of each element in the total. Each element is described in the table below. | | | | | | | | | | Element | Purpose | Characteristics | | Base Salary | Attract and retain talent | •Fixed: 100% cash •Size reflects market benchmarking, role responsibility, experience and individual performance and criticality to our success | Short-Term Incentive
(Annual Incentive Plan ("AIP")) | Motivate and reward accomplishment of short-term business goals | •Variable: Cash and equity •Target opportunity reflects market practice expressed as % of base salary •Payouts are fully formulaic •In 2020, denominated 100% in performance restricted shares for CEO and 50% performance restricted shares and 50% cash for all other NEOs •In 2020, metrics are revenue and Adjusted EBITDA weighted 50%-50% to align with our strategy | Long-Term Incentive
(Long-Term Incentive Plan ("LTI")) | Motivate and reward sustainable long-term performance
Align delivered pay to returns experienced by stockholders
Attract and retain talent | •Variable: 100% equity •Target opportunities are sized based on market practices, role responsibility, retention objectives, and individual performance •In 2020, 50% in Restricted Stock Units (“RSUs”) and 50% in stock options both with 4-year ratable vesting •In 2021, 50% in time-based RSUs and 50% performance-based RSUs based on stockholder feedback |
A significant proportion of each NEOs target TDC is variable and at-risk due to its dependence on the achievement of preset, objective and quantitative performance goals in the Annual Incentive Plan and the long-term performance of our stock price as shown in the charts below. The CEO pay mix is reflective of Mr. Boal’s total target direct compensation and Other Named Executive Officers Pay Mix is reflective of Messrs. Raskin and Summe and Mses. Strayer and Chen’s total target direct compensation. (1)Compensation Pay Mix is representative of 2020 total target compensation. Ms. Strayer did not receive a 2020 Long Term Incentive award due to her late 2019 new hire equity award. (2)2020 Short Term Incentive for the CEO is valued in RSUs and for other NEOs is valued in 50% RSUs and 50% cash. (3)2021 Long Term Incentive target for CEO and other NEOs will be denominated in 50% performance-based RSUs and 50% time-based RSUs.
How Pay Decisions Are Made The Compensation Committee regularly reviews the philosophy and goals of our executive compensation programs to ensure they align with company objectives and strategy. Typically our CEO makes compensation recommendations for NEOs and other members of the executive leadership team for consideration and approval by the Compensation Committee in Q1 each year. The CEO does not participate in recommendations nor discussions relating to his own compensation. The Compensation Committee with the assistance of an independent consultant considers multiple factors including peer group and market survey data, company and individual performance, stockholder feedback, and judgement on what is in the best interests of the company in making recommendations on CEO pay for approval by the Board. Peer Group When evaluating executive compensation, the Compensation Committee reviews the pay practices and pay levels in a comparative group of companies (the “Peer Group”) of similar size and business sector to Quotient. We review the peer group annually for relevance and alignment with best practices and investor preferences. The selection criteria for inclusion in the Peer Group for TDC decisions made in early 2020 are summarized in the table below. | | | | | | | | | | Element | Description | Criteria | | Industry/Sector | The markets in which the company competes for product success and talent. | Public US-based software-as-a-service with secondary focus on marketing services.
If possible, Corporate headquarters in key technology hub locations. | | Revenue | Trailing Twelve Month (“TTM) revenue is within a comparable range of Quotient’s revenue. | Generally between 0.5x and 4.0x ($200M to $1.6B) of Quotient revenue.
| | Market Capitalization | Market capitalization is within a comparable range of Quotient’s market capitalization. | Generally between 0.5x and 4.0x ($500M to $4.0B) of Quotient market capitalization. |
The peer group data analysis includes target base salary, annual incentive and long-term award values for similarly situated executives at the 25th, 50th, and 75th percentiles. The peer group data may also be supplemented with other relevant market data supplied by Radford that reflect companies of a similar profile as the peer group.This data is used, in addition to the peer group data to ensure a relevant sample for informing pay decisions.. The Compensation Committee looks at the peer group as part of its annual review and will continue to adjust the peers as appropriate. The Compensation Committee approved in Q3 2019 the peer group to be used to examine executive pay levels, pay mix and pay policies for setting the go-forward program for the NEOs in 2020. Drawing from an analysis from the compensation consultant Radford, the Committee removed from the prior year's list three companies whose market capitalizations exceeded our range criterion (Coupa Software Incorporated, Etsy, and Hubspot). Mindbody Inc. was removed due to its acquisition by Vista Equity Partners.Four companies were added (8x8, Cloudera, Q2 and Rapid7) that met all the criteria.
The peer group companies for 2020 pay decisions are listed below. The four companies added are asterisked. | | | | | | | | | | 2U, Inc. | Five9, Inc. | Shutterstock, Inc. | | 8x8, Inc.* | GrubHub Inc. | SPS Commerce, Inc. | | Benefitfocus, Inc. | LivePerson, Inc. | Stamps.com Inc. | | Box, Inc. | LogMeIn, Inc. | The Trade Desk, Inc. | | Carbonite, Inc. | Q2 Holdings, Inc.* | TrueCar, Inc. | | Cloudera, Inc.* | QuinStreet, Inc. | Yelp Inc. | | Cornerstone OnDemand, Inc. | Rapid7, Inc.* | |
Pay Decisions Summary The table below summarizes the changes made to each NEOs target compensation in 2020 relative to 2019. | | | | | | | Considerations | | Steven Boal | Increase in short-term incentive opportunity –Reflective of move from Chairman to full-time CEO role –Maintaining market-competitiveness | | Scott Raskin | No change in total target cash compensation | | Pam Strayer | No change in total target cash compensation No long-term incentive award –Hired in late 2019 with market-driven new hire equity award | | Connie Chen | Modest increase in base pay –Recognition of strong individual performance –In consideration of internal pay equity and market-competitiveness | | Chad Summe | No change in total target cash compensation |
Annual Incentive Pay Decisions The leadership team delivered strong performance in 2020 by continuing to execute in the face of a severe market contraction and challenges in the first half of the year due to COVID-19. Revenue and Adjusted EBITDA grew 13% and 40% respectively in the second half of the year. The performance targets governing annual incentive awards were established in February pre-pandemic and were not adjusted during the year. The performance attainment requirements to fund an incentive payout to our CEO were more stringent than for other participants. Our full year performance did not meet required achievement and therefore no annual incentive payout was earned by Mr. Boal. For NEOs other than the CEO, our full year performance met the threshold necessary to fund payouts, but following a recommendation from the leadership team, the Compensation Committee reduced the formulaic payout from 60% to 25% to align with the payout approved for non-executive Annual Incentive Plan participants. The payout approved for the general population followed a decision made by the leadership team in Q2 to suspend the normal operation of the plan in response to the COVID market contraction. This decision enabled the Company to avoid employee layoffs and other adverse employment actions while delivering sustainable financial performance. Compensation Elements Base Salary Base salary is the only element of compensation that is fixed. Our goal is to provide base salary compensation that is market competitive in comparison with roles of similar size and business decision authority in our industry. The Compensation Committee reviews each NEO’s base salary annually considering market comparisons, prevailing market conditions, role scope, individual experience and performance, and internal equity.
The 2020 base salary of each NEO is listed in the table below. | | | | | | | | | | | | | Named Executive Officer | Base Salary as of December 31, 2019 | Base Salary as of December 31, 2020 | % Change | | Steven Boal | $ | 500,000 | | $ | 500,000 | | — | % | | Scott Raskin | $ | 450,000 | | $ | 450,000 | | — | % | | Pam Strayer | $ | 450,000 | | $ | 450,000 | | — | % | | Connie Chen | $ | 350,000 | | $ | 375,000 | | 7 | % | | Chad Summe | $ | 330,000 | | $ | 375,000 | | 14 | % |
Annual Incentive Plan Purpose The purpose of the Annual Incentive Plan is to: •motivate and reward accomplishment of short-term business goals; •align executive focus on balanced Revenue and Adjusted EBIDTA results. Metrics At the beginning of 2020, the Board, following a recommendation from the Compensation Committee, approved the plan’s metrics and the performance targets that governed payouts. The Committee selected revenue and Adjusted EBITDA1(see note below for definition) metrics, weighted equally. The Committee believes that this selection provided the appropriate balance of growth and profitability as the short-term focus for the executive team and was well aligned with investor priorities. Performance targets were established for each metric that were intended to be aggressive yet achievable, with focus and strong execution. The targets were set to align with the annual operating plan and the full year guidance provided in Q1 2020.The pre-pandemic targets were not changed even in light of the COVID-19 pandemic and its significant impact our customers, retailer partners, and our business. NEO AIP Target Opportunities The Compensation Committee established the incentive opportunity at target for each NEO based in part on the market practices of similarly situated companies, the criticality of the role to the company in the context of internal peer comparisons as well as the overall total direct compensation objectives for the business. In developing the plan and the targets, the company considered the cost of the plan as well as the above factors. The target is expressed as a percentage of base salary as outlined below. | | | | | | | | | | NEO | 2019 Target Incentive as % of base salary | 2020 Target Incentive as % of base salary | Steven Boal(1) | 75% | 100% | | Scott Raskin | 100% | 100% | | Pam Strayer | — | 75% | | Connie Chen | 60% | 60% | | Chad Summe | 75% | 75% |
(1)Mr. Boal's incentive opportunity was increased in 2020 to reflect his return to the role of CEO. His target incentive is consistent with the target incentive for the prior CEO. As in the prior year, in order to align CEO compensation to stockholder results, the Compensation Committee resolved to denominate all of Mr. Boal's incentive opportunity in equity ("Equity Bonus Award") in the form of performance restricted stock units ("PRSUs"). 1 The Compensation Committee recommended and the Board approved revenue and Adjusted EBITDA as the corporate financial performance measures that supported our annual operating plan. We define (i) “revenue” as GAAP revenue as reflected in our quarterly and annual financial statements; and (ii) “Adjusted EBITDA” as net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other income (expense) net, provision for (benefit from) income taxes, net change in fair value of escrowed shares and contingent consideration, Enterprise Resources Planning Software implementation costs, charges related to certain acquisition related costs, impairment of capitalized software development costs and restructuring charges, and as applicable, other special items.
For other NEOs, 50% of the target incentive opportunity was denominated in Equity Bonus Awards, in the form of PRSUs, and 50% was denominated in cash. The number of PRSUs granted under the Equity Bonus Awards was determined using our closing stock price as of February 28, 2020. PRSUs would vest as shares on March 1, 2021 provided the Threshold Company Blended Performance was achieved. Payouts for Company Achievement above threshold would be delivered in additional shares in the case of Mr. Boal and in cash in the case of the other NEOs, using the payout scale outlinedbelow. Plan Formula As noted above, normal operation of the Annual Incentive Plan was suspended for non-executive plan participants to support business continuity and avoid adverse employee impact in response to the market contraction caused by the COVID-19 pandemic. At the start of the year, the Compensation Committee approved the goals and performance levels to be evaluated under the plan. Revenue and Adjusted EBITDA are considered key to the underlying health of the business and aligned with long-term stockholder success. Achievement in each metric is assessed and expressed as a percentage of the target, weighted equally (50% for each metric). At the end of the year, performance is evaluated against the pre-established goals. The Compensation Committee believes that this formula provides the optimum balance for driving equal focus on growth and profitability and to focus on balanced decision making. The plan payout is derived through combined metric performance using an average of both metric percentages, called blended performance. Under blended performance attainment, for NEOs, other than the CEO, both metrics together must achieve an average threshold of 75% to fund incentive payout. The blended performance percentage results are correlated to a payout scale to determine the final payout against plan. For the CEO, each individual metric must achieve a minimum performance threshold of 80% for any award to be earned. Final award payout is then determined by a correlated payout scale of blended performance percentage results, in a similar manner to all other NEOs. Due to final achievement results, the CEO did not earn an award under the plan in 2020. The following tables summarize the performance – payout formula as it would have applied in 2020. | | | | | | | | | | | | | | | | | | | Actual 2020 AIP Performance Achievement |
Metric |
Target
$M |
Actual Achievement |
Weight
% | Weighted Achievement
% | | $M | % | | Revenue | 495 | 446 | 90.1% | 50% | 45.0% | | Adjusted EBITDA | 66 | 46 | 69.8% | 50% | 34.9% | | Blended Performance | | | | | 79.9% |
| | | | | | | | | | | | | | | | | | | 2020 AIP Performance Payout Scale | | CEO | | Other NEOs | | Milestone | Performance % | Payout % | | Performance % | Payout % | | Maximum | 130% | 160% | | 125% | 150% | | Target | 100% | 100% | | 100% | 100% | Threshold(1) | 80% | 60% | | 75% | 50% |
(1)Payout for CEO under the plan requires each individual performance metric to achieve a minimum performance threshold of 80%. Payouts are increased or reduced by 2 percentage points for each percentage point of Blended Performance above or below target respectively.
Actual Annual Incentive Payouts No annual incentive payout was funded for Mr. Boal because the plan did not achieve the required minimum level of threshold performance. For the NEOs, other than the CEO, the Annual Incentive Plan would have funded at 60% as outlined in the original plan design. At the recommendation of the leadership team, the Compensation Committee reduced this payout to 25% to align with the approved payout to the non-executive employee population. As noted above, the payout approved for the non-executive employee population followed a decision made by the leadership team in Q2, and with support of the Compensation Committee and the Board, to suspend the normal operation of the plan to mount a response to the COVID market contraction and challenges. This decision enabled the Company to avoid employee layoffs and other adverse employment actions while delivering sustainable financial performance. The NEO payout awards were denominated in shares in accordance with the plan design described above and as outlined in the following table. | | | | | | | | | | | | | Name | Target Opportunity
$ | Payout
# Shares | Value of Payout Shares
$ | | Steven Boal | 500,000 | — | — | | Scott Raskin | 450,000 | 12,569 | 176,720 | | Pam Strayer | 337,500 | 9,427 | 132,544 | | Connie Chen | 225,000 | 6,284 | 88,353 | Chad Summe (1) | 281,250 | — | — |
(1)No annual incentive awards were payable to Mr. Summe as he departed from the company before the awards were earned. Long-Term Incentive Plan ("LTI") Purpose LTI awards are denominated 100% in equity to: •motivate and reward sustainable long-term performance; •align delivered long-term pay with the returns experienced by stockholders; and •attract and retain talent. NEO Target Opportunities Historically, we have granted our executive officers time-vested stock options and RSUs in connection with their employment. The values of equity awards are based on annual performance and retention objectives. When determining the size of the awards, our Compensation Committee considers the executive’s position and responsibilities, their equity holdings, potential incentive and retention value, competitive market data, the anticipated future contribution the executive will make to our success, and internal pay equity. Equity awards also serve the purpose of ensuring that executives’ long-term interests are aligned with stockholders’ interests. Generally, all equity awards granted by the Compensation Committee have the grant date and vesting commencement date of the first of the month following approval. All annual grants of RSUs vest quarterly over four years from vesting commencement date and all grants of options vest monthly over four years from vesting commencement date. All new hire grants of RSUs will vest ¼ after one year and then vest quarterly over the following three years and all new hire grants of options will vest ¼ after one year and then vest quarterly over the following three years. The Compensation Committee believes that the option to purchase shares of our common stock, with an exercise price equal to the market price of the common stock on the date of grant, are inherently performance-based and are a good tool to motivate our executive officers to build stockholder value. In addition, the Compensation Committee believes that RSUs help stabilize retention during periods of stock price volatility. All equity awards to our executive officers are subject to our Stock Ownership Guidelines.
The Compensation Committee established opportunity targets for each NEO based on a review of market benchmarks, individual performance, current equity holdings, dilution relative to market practice, and total direct compensation mix. Equity awards granted in 2020 were denominated 50% in time-based stock options and 50% in time-based RSUs. The Compensation Committee believed that this represented an appropriate balance of (i) risk based on the performance of our stock price for stockholder alignment and (ii) retention value for participants. The table below shows the total shares and approximate grant date fair value of each grant. | | | | | | | | | | | | | | | | | | | | | | | | | 2020 LTI NEO Grants | | Name | RSUs | Stock Options | Total LTI | V% | Comment | | $,000 | # | $,000 | # | $,000 | | Steven Boal | 2,000 | 223,463 | 2,000 | 469,461 | 4,000 | +33% | To reflect full-year in CEO role | | Scott Raskin | 1,625 | 181,564 | 1,625 | 381,437 | 3,250 | -59% | 2019 value included one-time new hire awards | | Pam Strayer | — | — | — | — | — | NA | No award in 2020 due to recency of new hire grant in November 2019 | | Connie Chen | 600 | 67,039 | 600 | 140,838 | 1,200 | —% | | | Chad Summe | 425 | 47,486 | 425 | 99,760 | 850 | -53% | |
2021 Compensation Changes In Response To Stockholder Feedback Following its review of the executive compensation program, long-term business strategy and in direct response to stockholder feedback from stockholders, the Compensation Committee approved the following changes effective for 2021. The changes are not reflected this year but will be reported in the 2022 Proxy Statement. Revisions to Peer Group for Pay Decisions in 2021 In accordance with our normal practice the Compensation Committee reviewed in July 2020 a peer group analysis from its compensation consultant Radford to support pay decisions in 2021. Feedback from stockholders was included in the review. As a result, the Compensation Committee adjusted revenue and market capitalization criteria in order to narrow scope of comparators better aligned to Quotient industry and financial metrics. They also removed five companies which, while they met our revenue and competitive industry criteria, exceeded the newmarket capitalization maximum criterion for inclusion. The Compensation Committee added four companies whose characteristics met all criteria at the time of the review. Revised Peer Group Criteria for Pay Decisions in 2021 | | | | | | | | | | | | | Element | Description | Current Criteria | 2021 Criteria | | Revenue | Trailing Twelve Month (“TTM) revenue is within a comparable range of Quotient’s revenue. | Generally between 0.5x and 4.0x ($200M to $1.6B) of Quotient revenue.
| Generally between 0.5x and 3.7x ($300M to $1.6B) of Quotient revenue. | | Market Capitalization | Market capitalization is within a comparable range of Quotient’s market capitalization. | Generally between 0.5x and 4.0x ($500M to $4.0B) of Quotient market capitalization. | Generally between 0.5x and 4.0x($300M to $3.0B) of Quotient market capitalization. |
Revised Peer Group for Pay Decisions in 2021 | | | | | | | | | | 2U, Inc. | LivePerson | Stamps.com Inc. | | 8x8 | QAD | TripAdvisor | | Benefitfocus, Inc | QuinStreet | TrueCar, Inc. | | Box, Inc. | Rapid7 | Workiva | | Cloudera | Shutterstock, Inc. | Yelp Inc. | | Cornerstone OnDemand | SPS Commerce, Inc | Zuora |
| | | | | | | Companies removed in 2020 | Companies added in 2020 | | Five9, Inc. | QAD | | Grubhub Inc. | TripAdvisor | | LogMein | Workiva | | Q2 | Zuora | | The Trade Desk | |
Annual Incentive Plan 2021 Revenue and Reported Adjusted EBITDA weighted equally will continue as the plan metrics given the alignment to the business strategy and as an appropriate balance to manage growth and investment for the business. NEOs, including the CEO, will be subject to the same funding model applicable as all bonus-eligible employees. The Compensation Committee believes that this adjustment is important to reinforce the Company's cultural message of unity of purpose. A Blended Performance of 75% to target is required to fund payouts with payouts capped at 125% of target. The revenue performance scale above and below target were narrowed such that threshold and maximum milestones are approximately 93% and 107% respectively, corresponding to funding levels of 75% and 125% respectively. The Compensation Committee believes that this modification, in combination with the reduced payout maximums, represents a more prudent methodology to measure the revenue component by requiring higher performance to trigger funding while appropriately rewarding above target performance. With the introduction of performance-based equity awards in the Long-Term Incentive Plan (LTI plan), the Compensation Committee removed PRSUs from the Annual Incentive Plan. Payouts will be denominated 100% in cash in the 2021 plan. LTI Changes Introduced in 2021 Following its comprehensive review of executive compensation programs in 2020 in response to stockholder feedback, the Compensation Committee made the following changes to the Long-Term Incentive Plan (LTI plan). While the Compensation Committee believes that stock options are inherently performance-based it acknowledged, based on its review of stockholder feedback, that the performance characteristics of the LTI plan would be enhanced by attaching quantitative performance conditions to the earning of awards. Therefore, for 2021, a portion of LTI equity awards, formerly denominated in stock options, will be granted as performance-based restricted stock units ("PSUs"). Fifty percent of each NEO’s grant will be subject to the company achieving two quantitative performance objectives over a three-year cliff period. The Committee selected gross margin dollars combined with a stock price modifier as the metrics that will govern payouts. The three-year targets are aggressive, but achievable, with great effort and focus by our NEOs. These metrics were selected to align with the three-year financial plan.
Fifty percent of each grant will be an RSU subject to time-based-restriction with a four-year ratable vest consistent with the 2020 policy. Compensation Committee Role The Compensation Committee regularly reviews the philosophy and goals of our executive compensation programs to ensure they align with company objectives and strategy. Typically, our CEO makes compensation recommendations for NEOs and other direct reports for approval by the Compensation Committee. The CEO does not participate in recommendations nor discussions relating to his own compensation. The Compensation Committee, with the assistance of an independent consultant, considers multiple factors including market data from a defined peer group, broader survey data reflecting companies of a similar profile, company and individual performance, stockholder feedback, and judgement on what is in the best interests of the company in making recommendations on CEO pay for approval by the Board. Independent Compensation Consultant The Compensation Committee has retained Radford to assist in providing market data, analysis and advice on executive and director compensation and related governance matters as an independent advisor. Radford and its affiliates did not provide any services to Quotient in 2020 other than executive and director compensation consulting for the Compensation Committee. The Compensation Committee determined that Radford and its lead consultant for Quotient satisfy the independence factors specified in the NYSE listing rules. The Committee also determined that the work performed by Radford in 2020 did not raise any conflict of interest. Stock Ownership Guidelines Under our stock ownership guidelines policy the CEO and all other NEOs are expected to accumulate and maintain a meaningful level of share ownership. Shares may be owned directly, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children. Under the guidelines, the CEO is expected to own shares of Quotient common stock, the lesser a value equal to five times their annual base salary or 200,000 shares and all other NEOs are expected to own shares of Quotient common stock, the lesser a value equal to one times their annual base salary or 30,000 shares. Each NEO, including the CEO, is required to meet these expectations within 5 years of first becoming subject to the ownership guidelines. As of December 31, 2020, Messrs. Boal and Raskin and Mses. Chen have already satisfied the stock ownership guidelines and we believe Ms. Strayer is on track to meet the objective within the required time frame.
The ownership guidelines are shown in the table below. | | | | | | | Name | Guideline | | Steven Boal | Lesser of 5 x salary or 200,000 shares | | Scott Raskin | Lesser of 1 x salary or 30,000 shares | | Pam Strayer | Lesser of 1 x salary or 30,000 shares | | Connie Chen | Lesser of 1 x salary or 30,000 shares | Chad Summe(1) | Lesser of 1 x salary or 30,000 shares |
(1)Mr. Summe transitioned out of his role as an NEO as of July 31, 2020 and was no longer held to the NEO ownership guidelines. Consideration of Risk The Compensation Committee conducted a risk assessment of Quotient’s compensation policies and practices which included a report from Radford. The Compensation Committee concluded that Quotient’s compensation programs are not reasonably likely to have a material adverse impact on Quotient, its business and its value. Specifically, the Committee noted the following: •Good balance of fixed and variable pay does not encourage excessive risk taking •Good mix of short-term and long-term pay for officers prevents undue focus on short-term results and overlapping vesting periods for equity awards exposes management to consequences of decision-making during the period in which any risks would materialize •Corporate revenue and Adjusted EBITDA metrics fund the Annual Incentive Plan and payouts are subject to maximum cap •Executive compensation is reviewed annually including updates to the peer group •Compensation Committee retains an independent consultant •Robust share ownership guidelines for Officers •Code of Conduct Policy •Robust short sales, hedging and pledging prohibition Severance and Change of Control We believe that severance and change of control protections play valuable roles in attracting and retaining executive officers. The company entered into severance and change of control agreements (each a “Change of Control Agreement” and collectively the “Change of Control Agreements”) with Messrs. Boal, Raskin and Summe and Mses. Strayer and Chen.Details of the severance payments that apply in the event of terminations inside and outside a change of control period are detailed under "Potential Payments upon Termination, Change of Control or Certain Other Events". Tax and Accounting Implications Under Financial Accounting Standard Board ASC Topic 718 we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. Section 162(m) of the Code places a limit of $1 million on the amount of compensation deductible by a company in any one year with respect to compensation paid to certain of its officers, called covered employees, subject to certain exemptions. In connection with the U.S. Tax Cuts and Jobs Act enacted in December 2017, the exemption from the deduction limit for “performance-based compensation” has been repealed, such that compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Company will continue to review related guidance from the Internal Revenue Service as it becomes available, including recently-issued proposed regulations under Section 162(m). To maintain flexibility in compensating our executive officers in a manner that promotes varying corporate goals, the Compensation Committee has not adopted a policy that all compensation must be deductible, particularly given that the Company currently carries net operating losses.
Other Benefits Our NEOs are eligible to participate in the same broad-based retirement, health and welfare, and business expense reimbursement policies as other full-time salaried employees. Except for the relocation expenses provided to Mr. Raskin and Ms. Strayer described above, we offer no perquisites or other personal benefits to our executive officers. In certain circumstances, when necessary for business purposes, we provide financial assistance for relocation.
REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Throughout this proxy, these three officers are referred to as our named executive officers: | ·
| Steven R. Boal, our Chief Executive Officer;
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2020. | ·
| Mir Aamir, our President and Chief Operating Officer; and
|
| ·
| Jennifer Ceran, our Chief Financial Officer.
|
Processes and Procedures for Compensation Decisions
Our Compensation Committee is responsible for the executive compensation programs for our executive officers and reports to our 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 respective executives that report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding short- and long-term compensation for all executive officers (other than 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, as well as each individual compensation component.
The Compensation Committee may form and delegate its authority to one or more subcommittees when appropriate. The Compensation Committee has delegated in accordance with applicable law, rules and regulations, and our certificate of incorporation and bylaws, authority to an equity awards committee comprised of certain executive officers of our Company to make certain types of equity awards to any employee below the rank of vice president or who is not an executive or director under our Company’s 2013 Equity Incentive Plan pursuant to the terms of such plan and the equity award guidelines approvedSubmitted by our Compensation Committee.
Additionally, the Compensation Committee is authorized to retainof 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. In 2015, our Compensation Committee retained an independent compensation consultant, Compensia, Inc., to assist in reviewing and assessing for 2016 our compensation philosophy, broad-based equity strategy and executive compensation.
Board:
Andrew Gessow (Chairperson) David Oppenheimer Christy Wyatt
SUMMARY COMPENSATION TABLE The following table provides information regarding all plan and non-plan compensation awarded to, earned by, or paid to, each of our named executive officersNEOs during the year ended December 31, 20152020, December 31, 2019 and December 31, 2018. | | | | | | | | | | | | | | | | | | | | | | | | Name and
Principal
Position | Year | Salary
($) | Stock Awards ($)(1)(2) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(3) | All Other
Compensation
($) | Total ($) | Steven Boal(8) | 2020 | 500,000 | 2,499,986(9) | 1,999,575 | — | 7,032(4) | 5,006,593 | | CEO and | 2019 | 441,218 | 1,797,900 | 1,500,401 | — | 6,552(4) | 3,746,071 | | Chairman of the Board | 2018 | 400,000 | 2,615,704 | 1,719,599 | 89,760 | 6,552(4) | 4,831,615 | Scott Raskin(10) | 2020 | 450,000 | 1,849,992 | 1,624,655 | — | 57,032(5) | 3,981,679 | | President | 2019 | 224,567(11) | 4,267,493(12) | 4,016,217 | 40,018 | 5,874(4) | 8,554,169 | Pamela Strayer(13) | 2020 | 450,000 | 168,743 | — | — | 100,552(6) | 719,295 | | CFO & Treasurer | 2019 | 75,000 | 1,499,999 | 1,499,613 | — | 92(4) | 3,074,704 | Connie Chen(14) | 2020 | 368,804 | 712,492 | 599,871 | — | 6,552(4) | 1,687,719 | | GC, Compliance Officer and Secretary | | | | | | | | Chad Summe(15) | 2020 | 363,750 | 565,622(16) | 424,908 | — | 26,214(7) | 1,380,494 | | CSO | 2019 | 330,000 | 1,022,882 | 900,238 | 49,500 | 6,216(4) | 2,308,836 | | 2018 | 270,000 | 1,113,500 | — | 240,063 | 6,189(4) | 1,629,752 |
(1)The amounts reported reflect the aggregate grant date fair value of option awards, RSUs and PRSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 10 to our notes to consolidated financial statements included in our Annual Report on Form 10-K as of December 31, 2020, as filed with the SEC on February 23, 2021. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in these columns reflect the accounting cost for these stock awards and stock options, and do not correspond to the actual economic value that may be received by the NEOs from them. The value of the PRSUs granted under Equity Bonus Awards reported in this column for 2019, assuming that the highest level of performance conditions will be achieved, is as follows: $92,496, for Mr. Raskin, and $122,886 for Mr. Summe. The value of PRSUs granted under Mr. Boal’s Equity Bonus Award reported in this column for 2019, assuming achievement of 100% of performance goals, for Mr. Boal is $297,904. The value of the PRSUs granted under Equity Bonus Awards reported in this column for 2020, assuming that the highest level of performance conditions will be achieved, is as follows: $224,994 for Mr. Raskin, $168,743 for Ms. Strayer, $112,493 for Ms. Chen, and $140,622 for Mr. Summe. The value of PRSUs granted under Mr. Boal's Equity Bonus Award reported in this column for 2020, assuming achievement of 100% of performance goals, for Mr. Boal is $499,992. (2)This includes Equity Bonus Awards issued under the Company’s Annual Incentive Plan described above in “Compensation Disclosure & Analysis – Annual Incentive Plan.” (3)The amounts represent cash payments earned under our Annual Incentive Plan. For more information please see “Executive Compensation - Compensation Elements – Annual Incentive Plan.” For 2020, NEOs did not receive cash payments under our Annual Incentive Plan. (4)The amount reported represents 401(k) matching contributions and Group Term Life (GTL). (5)The amount reported represents 401(k) matching contributions, Group Term Life (GTL), and a relocation stipend to move from California to Utah to establish the Company's new headquarters in Salt Lake City. (6)The amount reported represents Group Term Life (GTL), a relocation stipend to move from California to Utah to establish the Company's new headquarters in Salt Lake City, and a sign-on bonus as per Ms. Strayer's offer letter dated October 31, 2019. (7)The amount reported represents 401(k) matching contributions, Group Term Life (GTL) and cash for COBRA coverage in connection with his departure from the Company. (8)Mr. Boal was appointed the Company’s Chairman and Chief Executive Officer in August 2019, previously Mr. Boal was the Company’s Executive Chairman. (9)The Compensation Committee determined that based on Company Achievement Mr. Boal did not receive a payout for his Equity Bonus Award. If the Company had performed above 100% of performance goals, Mr. Boal would have been entitled to an additional grant of PRSUs of up to 33,519 shares, valued at $299,995, which would have been granted in 2021. For more information please see “Executive Compensation - Compensation Elements – Annual Incentive Plan.” (10)Mr. Raskin was appointed the Company’s President in August 2019, previously Mr. Raskin was a Non-Employee Director serving on the Company’s Board. (11)This includes $40,240 in fees Mr. Raskin received as a Non-Employee Director prior to his appointment as President and resignation from our Board. (12)Includes, Mr. Raskin’s Non-Employee Director Equity Award of $174,998, which was cancelled upon his appointment as President and resignation from our Board. (13)Ms. Strayer was appointed the Company’s Chief Financial Officer and Treasurer in November 2019. (14)Ms. Chen became an executive officer as of January 1, 2016. Ms. Chen is only an NEO for Fiscal 2020. (15)Mr. Summe became an executive officer as of November 19, 2018 when he was promoted to Chief Operating Officer. He ceased being an executive officer as of July 31, 2020 when he transitioned out of his role as Chief Operating Officer to become Chief Strategy Officer. Mr. Summe left the Company on December 31, 2020. (16)Includes Mr. Summe's Equity Bonus Award of $140,622, which was cancelled upon his resignation as our Chief Strategy Officer.
GRANT OF PLAN-BASED AWARDS The following table provides information regarding grants of plan-based awards to our NEOs during the Fiscal 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1) | | | | | | Name | Grant
Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(5) | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | Exercise
or Base
Price of
Option
Awards
($/Sh) | Grant Date
Fair Value
of Stock
And Option
Awards ($) | | Steven Boal | 3/1/2020 | 400,000 | | 500,000 | | 650,000 | | — | | — | | — | | 499,992(4) | | 3/1/2020 | — | | — | | — | | 223,463 | | — | | — | | 1,999,994 | | | 3/1/2020 | — | | — | | — | | — | | 469,461 | | 8.95 | | 1,999,575 | | | Scott Raskin | 3/1/2020 | 225,000 | | 450,000 | | 675,000 | | — | | — | | — | | 224,994(4) | | 3/1/2020 | — | | — | | — | | 181,564 | | — | | — | | 1,624,998 | | | 3/1/2020 | — | | — | | — | | — | | 381,437 | | 8.95 | | 1,624,655 | | | Pamela Strayer | 3/1/2020 | 168,750 | | 337,500 | | 506,250 | | — | | — | | — | | 168,743(4) | | Connie Chen | 3/1/2020 | 112,500 | | 225,000 | | 337,500 | | — | | — | | — | | 112,493(4) | | 3/1/2020 | — | | — | | — | | 67,039 | | — | | — | | 599,999 | | | 3/1/2020 | — | | — | | — | | — | | 140,838 | | 8.95 | | 599,871 | | | Chad Summe | 3/1/2020 | 140,625 | | 281,250 | | 421,875 | | — | | — | | — | | 140,622(4)(6) | | 3/1/2020 | — | | — | | — | | 47,486 | | — | | — | | 425,000 | | | 3/1/2020 | — | | — | | — | | — | | 99,760 | | 8.95 | | 424,908 | |
(1)All amounts reflect total annual incentive awards including the value of the cash component, if any, issued under the Company’s Annual Incentive Plan. For Mr. Boal, 100% of his annual incentive award would be paid as an Equity Bonus Award in PRSUs. For all other NEOs, 50% of their target annual incentive award would be paid as an Equity Bonus Award in PRSUs and the year ended December 31, 2014.Name and Principal Position | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards
($)(1) | | | Option
Awards
($)(1) | | | Non-Equity
Incentive Plan
Compensation
($) | | | All Other
Compensation
($) | | | Total ($) | | Steven R. Boal
CEO | | | 2015 | | | | 465,000 | | | | — | | | | 2,535,750 | | | | — | | | | 148,000 | (2) | | | 51,000 | (3) | | | 3,199,750 | | | | 2014 | | | | 450,000 | | | | — | | | | 2,689,500 | | | | — | | | | 439,875 | (2) | | | 6,000 | (4) | | | 3,585,375 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mir Aamir
President and COO | | | 2015 | | | | 465,000 | | | | — | | | | 2,535,750 | | | | — | | | | 87,000 | (2) | | | 6,000 | (4) | | | 3,093,750 | | | | 2014 | | | | 450,000 | | | | — | | | | 2,689,500 | | | | — | | | | 258,750 | (2) | | | 6,000 | (4) | | | 3,404,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jennifer Ceran
Chief Financial Officer(5) | | | 2015 | | | | 113,182 | | | | — | | | | 947,000 | | | | 1,468,254 | | | | 60,000 | (2) | | | — | | | | 2,588,436 | |
(1)remainder, if any, would be paid in cash. For more information please see “Executive Compensation - Compensation Elements – Annual Incentive Plan.” Note, NEOs did not receive cash compensation from our Annual Incentive Plan, as reflected in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” above.
| The amounts reported reflect the aggregate grant date fair value of option awards and RSUs granted during the year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in Note 9 to our notes to consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 11, 2016. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Note that the amounts reported in these columns reflect the accounting cost for these stock awards and stock options, and do not correspond to the actual economic value that may be received by the named executive officers from them.
|
(2)(2)The threshold amount reflects the minimum value NEOs would receive if company performance achievement is made at threshold. At this level, all NEOs would be paid in PRSUs.
| The amounts represent payments earned under our executive bonus plan. Amounts earned were paid annually, with such payments being made within 60 days after the end of the year.
|
(3)The target amount reflects the target value NEOs would receive if company performance achievement is made at target. The value of the PRSUs granted under the Equity Bonus Awards is as follows: $224,994 for Mr. Raskin, $168,743 for Ms. Strayer, $112,493 for Ms. Chen, and $140,622 for Mr. Summe. The remainder of their annual incentive award would be paid in cash. The value of PRSUs granted under Mr. Boal’s Equity Bonus Award is $499,992.
(3)(4)Reflects the value of the PRSUs under the Equity Bonus Award.
| The amount reported includes $45,000 in Hart-Scott Rodino (“HSR”) filing fees paid on behalf of Mr. Boal in connection with required filings under the HSR Act and $6,000 in 401(k) matching contributions.
|
(4)(5)The maximum amount reflects the maximum value NEOs would receive if company performance achievement is made above target. Any amount earned would be effectuated with an additional grant in 2021 for Mr. Boal. For all other NEOs, any amount earned would be paid in cash.
| The amount reported represents 401(k) matching contributions.
|
(5)(6)The Equity Bonus Award for Mr. Summe was cancelled when he departed from the Company.
| Ms. Ceran joined our Company in September 2015 and was not a named executive officer in 2014.
|
Executive Employment Arrangements We have not entered into an employment agreement with Steven R. Boal, our founderChairman and Chief Executive Officer, and his employment is at-will. We may enter into such an agreement with him in the future. Mr. Boal’s current base salary is $488,000as of December 31, 2020 was $500,000 and his annual target annual bonus is 85%was 100% of his base salary. Mr. Boal is also eligible to participate in the employee benefit plans made available to most of our other employees. Please see “Potential Payments upon Termination, Change of Control or Certain Other Events” for additional information. Mir Aamir
Mir Aamir,
Scott Raskin Scott Raskin, our President and Chief Operating Officer,since August 5, 2019, is employed with us pursuant to an offer letter dated February 18, 2014, which supersedes a prior offer letter dated October 11, 2013,August 5, 2019, which sets forth the terms and conditions of his employment with us. The offer letter has no specific term and constitutes at-will employment. Mr. Aamir’s currentRaskin’s base salary is $481,000as of December 31, 2020 was $450,000 and his annual target bonus is 50%was 100% of his base salary. Mr. AamirRaskin is also eligible to participate in employee benefit plans that are generally available to most of our employees. Please see “Potential Payments upon Termination, Change of Control or Certain Other Events” for additional information. Jennifer Ceran
Jennifer Ceran,
Pamela Strayer Pamela Strayer, our Chief Financial Officer and Treasurer since November 11, 2019, is employed pursuant to an offer letter dated August 3, 2015,October 31, 2019, which sets forth the terms and conditions of her employment with us. This offer letter has no specific term and constitutes at-will employment. Ms. Ceran’s current annualStrayer’s base salary is $373,000as of December 31, 2020 was $450,000 and her annual target bonus is 50%was 75% of her base salary. Ms. CeranStrayer is also eligible to participate in employee benefit plans that are generally available to most of our other employees. Please see “Potential Payments upon Termination, Change of Control or Certain Other Events” for additional information.
Connie Chen Connie Chen, our General Counsel, Chief Compliance Officer and Secretary since January 1, 2016, is employed pursuant to an offer letter dated August 19, 2013, which sets forth the terms and conditions of her employment with us. This offer letter has no specific term and constitutes at-will employment. Ms. Chen's base salary as of December 31, 2020 was $375,000 and her annual target bonus was 60% of her base salary. Ms. Chen is also eligible to participate in employee benefit plans that are generally available to most of our other employees. Please see “Potential Payments upon Termination, Change of Control or Certain Other Events” for additional information. Chad Summe Chad Summe, our former Chief Strategy Officer, was employed with us pursuant to an offer letter dated August 23, 2012, which sets forth the terms and conditions of his employment with us. The offer letter has no specific term and constitutes at-will employment. Mr. Summe’s base salary as of December 31, 2020 was $375,000 and his annual target bonus was 75% of his base salary. Mr. Summe was also eligible to participate in employee benefit plans that are generally available to most of our employees. Mr. Summe left the Company on December 31, 2020. Please see “Potential Payments upon Termination, Change of Control or Certain Other Events” for additional information.
Potential Payments upon Termination, Change of Control or Certain Other Events We believe that severance and change of control protections play valuable roles in attracting and retaining executive officers. The Company entered into a Change of Control Severance Agreement (each, a “Change of Control Agreement,” and collectively, the “Change of Control Agreements”) with Steven Boal, The unvested shares the Company's Chairman and Chief Executive Officer on August 2, 2016, as amended on May 1, 2019; with Chad Summe, the Company’s former Chief Strategy Officer, on January 1, 2018, as amended on May 1, 2019; with Scott Raskin, the Company’s President, on August 5, 2019; with Pamela Strayer, the Company’s Chief Financial Officer and Treasurer, on November 11, 2019; and with Connie Chen, the Company's General Counsel, Compliance Officer and Secretary on July 26, 2016, as amended on May 1, 2019.
Each Change of common stock underlyingControl Agreement has a three-year term, which automatically renews for successive three-year periods thereafter, and any obligations of the optionCompany will lapse upon the end of the term. Pursuant to purchase 200,000 sharesthe Change of our common stock granted to Mr. Boal in February 2012 andControl Agreements, if the option to purchase 240,000 shares of our common stock granted to Mr. Boal in February 2013 are subject to accelerated vesting of 100% upon a qualifying termination of Mr. Boal’sNEO’s employment with us within twelve months following a changethe Company is terminated without Cause (as such term is defined in control. The unvested sharesthe Change of common stock underlyingControl Agreement and summarized below) and not by reason of death or Disability (as such term is defined in the options to purchase an aggregateChange of 2,000,000 shares of our common stock granted to Mr.Control Agreement), or, for Messrs. Boal in November 2013 are subject to accelerated vesting of 100% upon a qualifying termination of such executive’sand Raskin and Ms. Strayer, if the NEO terminates their employment with usthe Company for Good Reason (as such term is defined in the Change of Control Agreement and summarized below), and, in any event, such termination does not occur within three months prior tobefore or twelve months followingafter a change in control. Please see “Outstanding Equity Awards asChange of December 31, 2015” for additional information.Please see “Equity Grants to Named Executive Officers” for additional information regarding acceleration of vesting of equity awards granted in 2015 and 2014 upon a qualifying termination in connection with a change of control.
Mir Aamir
Under his offer letter, if Mr. Aamir’s employment is terminated without “cause” or for “good reason”Control (as such terms areterm is defined in his offer letter), he will be eligible to receive certain severance benefits, the conditionsChange of which vary depending on whether such termination occurs in connection with a change in control. For any termination without “cause” or for “good reason,” Mr. Aamir will be eligible to receive (a) acceleration of vesting of 25%Control Agreement) of the total numberCompany (the “Change of shares subject toControl Period”), then, provided the RSU grant granted on November 14, 2013 to acquire 383,972 shares of our common stock (onNEO signs and does not revoke a post-stock split basis), (b) acceleration of vesting of 25% of the total number of shares subject to the option grant granted on November 14, 2013 to purchase 383,973 shares of our common stock (on a post-stock split basis), (c) payment of twelve months of salary,separation agreement and (d) continuation of the same level of health care and benefits as in effect for Mr. Aamir and his dependents for one year following termination, including reimbursement of COBRA premiums for up to
twelve months from the termination date or until Mr. Aamir obtains substantially similar coverage under another employer’s group insurance plan, in each case as described in the terms of his offer letter. If Mr. Aamir’s employment is terminated without “cause” or for “good reason” within twelve months following or three months prior to a change in control, Mr. Aamir will be eligible to receive the cash and medical benefits described above, and, full vesting of the RSU and option grants. Receipt of these severance benefits is contingent upon Mr. Aamir executing and not revoking a general release of claims in favor of usthe Company and our affiliates.
Please see “Equity Grantssubject to Named Executive Officers”the terms of the Change of Control Agreement, the NEO will receive benefits as summarized in the table below and described more fully in the text following the table.
| | | | | | | | | | | | | | | | Name | Termination Event | Lump Sum (% of annual salary) | Health Coverage Lump Sum (monthly COBRA premium factor) | Outstanding and unvested equity at termination | | Steven Boal | Termination Without Cause/Resign for Good Reason | 100% | x 12 | Forfeit | Scott Raskin(1) | Termination Without Cause/Resign for Good Reason | 100% | x 12 | Forfeit unless termination occurs before first anniversary of employment start date | | Pam Strayer | Termination Without Cause/Resign for Good Reason | 100% | x 12 | Forfeit | | Connie Chen | Termination Without Cause | 75% | x 9 | Forfeit | | Chad Summe | Termination Without Cause | 75% | x 9 | Forfeit |
(1)25% of Mr. Raskin's then outstanding and unvested Equity Awards would have vested if the termination event occurred before the first anniversary of his employment start date. As indicated in the table above, if the termination event occurs outside of the Change of Control Period, the NEO will receive the following benefits: (i) a lump-sum payment (less applicable withholding taxes) equal to 100% for additional information regarding accelerationMessrs. Boal and Raskin and Ms. Strayer and 75% for Mr. Summe and Ms. Chen, of vestingthe NEO’s annual base salary as in effect immediately prior to the NEO’s termination date, and (ii) a taxable lump-sum payment (less applicable withholding taxes) in an amount equal to the monthly COBRA premium that the NEO would be required to pay to continue the NEO’s group health coverage in effect on the date of NEO’s termination of employment, multiplied by twelve for Messrs. Boal and Raskin and Ms. Strayer and nine for Mr. Summe and Ms. Chen. Under Mr. Raskin’s Change of Control Agreement, 25% of Mr. Raskin’s then outstanding and unvested Equity Awards (as such term is defined in the Change of Control Agreement) will become vested in full and in the case of stock options, will become exercisable if Mr. Raskin’s employment with the Company is terminated without Cause and not by reason of death or Disability, or if he terminates his employment with the Company for Good Reason, in each case before the first anniversary of his start date.
Pursuant to the terms of the Change of Control Agreement, if the NEO’s employment with the Company is terminated by the Company without Cause and not by reason of death or Disability or the NEO terminates his employment with the Company for Good Reason, and, in any event, such termination occurs during the Change of Control Period, then, provided the NEO signs and does not revoke a separation agreement and release of claims in favor of the Company and subject to the terms of the Change of Control Agreement, the NEO will receive benefits as summarized in the table below and described more fully in the text following the table. | | | | | | | | | | | | | | | | Name | Lump sum
% of annual salary | Lump sum % of target annual incentive | Health coverage monthly COBRA premium factor | Outstanding and unvested equity at termination(1) | | Steven Boal | 150% | 150% | x 18 | 100% vests | | Scott Raskin | 150% | 150% | x 18 | 100% vests | | Pam Strayer | 150% | 150% | x 18 | 100% vests | | Connie Chen | 100% | 100% | x 12 | 100% vests | | Chad Summe | 100% | 100% | x 12 | 100% vests |
(1)Regardless of employment status, for equity awards granted in 2015 and 2014 upon a qualifying termination in connection with a change of control.Jennifer Ceran
Under her offer letter, if Ms. Ceran’s employment with us is terminated without “cause” or for “good reason” within twelve months following or three months prior to a “change in control” (as such terms are defined in her offer letter), Ms. Ceran will be eligible to receive full vesting of an option to purchase 275,000 shares of our common stock and RSUs to acquire 100,000 shares of our common stock that are subject to acceleration as described inunder the terms of her offer letter.
Please see “Equity Grants to Named Executive Officers” for additional information regarding acceleration of vesting of equity awards granted in 2015 upon a qualifying termination in connection with a change of control.
2013 Equity Incentive Plan, the Compensation Committee has the discretion to approve accelerated vesting of all then-outstanding and unvested equity if the underlying equity awards are not assumed or substituted by the acquiring company. Outstanding and unvested awards granted under the 2006 Plan that are not assumed or substituted by the acquiring company fully vest in the event of a Change of Control. As indicated in the table above, if the termination event occurs during the Change of Control Period, the NEO will receive the following benefits: (i) a lump-sum payment (less applicable withholding taxes) equal to 150% for Messrs. Boal and Raskin and Ms. Strayer and 100% for Mr. Summe and Ms. Chen, of the NEO's annual base salary as in effect immediately prior to the NEO’s termination date or, if greater, at the level in effect immediately prior to the Change of Control; (ii) a lump-sum payment (less applicable withholding taxes) equal to 150% for Messrs. Boal and Raskin and Ms. Strayer and 100% of Mr. Summe and Ms. Chen, of the NEO’s annual bonus for the year of termination at target level, as in effect immediately prior to the NEO’s termination date, or if greater, at the level in effect immediately prior to the Change of Control; (iii) a taxable lump-sum payment (less applicable withholding taxes) in an amount equal to the monthly COBRA premium that the NEO would be required to pay to continue NEO’s group health coverage in effect on the date of the NEO’s termination of employment, multiplied by eighteen for Messrs. Boal and Raskin and Ms. Strayer and twelve for Mr. Summe and Ms. Chen; and (iv) 100% of the NEO’s then-outstanding and unvested Equity Awards (as such term is defined in the Change of Control Agreement) will become vested in full and in the case of stock options and stock appreciate rights, will become exercisable. In the event that the severance and other benefits payable to the NEO constitute “parachute payments” under Section 280G of the U.S. tax code and would be subject to the applicable excise tax, then the NEO’s severance benefits will be either (A) delivered in full or (B) delivered to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by the NEO on an after-tax basis of the greatest amount of benefits. For purposes of each Change of Control Agreement, “Cause” means the occurrence of any of the following: (i) NEO’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; (ii) NEO’s intentional misconduct; (iii) NEO’s material failure to perform his employment duties; (iv) NEO’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom NEO owes an obligation of nondisclosure as a result of his relationship with the Company or any of its subsidiaries; (v) an act of material fraud or dishonesty against the Company or any of its subsidiaries; (vi) NEO’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or (vii) NEO’s failure to cooperate with the Company in any investigation or formal proceeding. For purposes of each Change of Control Agreement, “Good Reason” means the NEO’s termination of his employment in accordance with the next sentence after the occurrence of one or more of the following events without the NEO’s express written consent: (i) a material reduction of the NEO’s duties, authorities, or responsibilities relative to NEO’s duties, authorities, or responsibilities in effect immediately prior to such reduction; (ii) a material reduction by the Company in the NEO’s rate of annual base salary; provided, however, that, a reduction of annual base salary that also applies to substantially all other similarly situated
employees of the Company will not constitute “Good Reason”; (iii) a material change in the geographic location of the NEO’s primary work facility or location; provided, that a relocation of less than thirty-five miles from the NEO’s then present location will not be considered a material change in geographic location; or (iv) the failure of the Company to obtain from any successor or transferee of the Company an express written and unconditional assumption of the Company’s obligations to the NEO under the Change of Control Agreement. Ms. Strayer’s Change of Control Agreement provides that the first clause above also includes where such material reduction results solely by virtue of the Company being acquired or made part of a larger entity (as, for example, when the Chief Financial Officer of the Company remains as such following a Change of Control but is not made the Chief Financial Officer of the acquiring corporation). In order for the NEO’s termination of employment to be for Good Reason, the NEO must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within ninety days of the initial existence of the grounds for “Good Reason” and a cure period of thirty days following the date of written notice (the “Cure Period”), such grounds must not have been cured during such time, and the NEO must terminate his employment within thirty days following the Cure Period. Mr. Summe departed from the Company on December 31, 2020. We paid him a total of $19,973 in cash severance in exchange for a release of any potential claims in favor of the Company, which consists of a taxable lump sum payment (less applicable withholding taxes) in an amount equal to the monthly COBRA premium that Mr. Summe would be required to pay to continue his group health coverage on the date of Mr. Summe's termination of employment, multiplied by 9. The following table sets forth the estimated incremental payments and benefits that would be payable to our NEOs in different termination scenarios, assuming that the triggering event occurred on December 31, 2020. Due to the number of factors that affect the nature and amount of any potential payments or benefits, actual payments and benefits may differ from those presented in the table below. | | | | | | | | | | | | | | | | | | | | | | Name | Termination Scenario | Cash Severance ($)(1) | COBRA
Benefits($) | RSU Awards ($)(1) | Option Awards ($)(2) | Total
($) | | Steven Boal | Termination Without Cause/Resignation
for Good Reason | 500,000 | | 36,215 | | — | | — | | 536,215 | | | Termination without Cause or Resignation
for Good Reason within 3 Months Prior or
12 Months Following a Change of Control | 1,500,000 | | 54,322 | | 3,188,350 | | 179,276 | | 4,921,948 | | | Scott Raskin | Termination Without Cause/Resignation for Good Reason | 450,000 | | 25,697 | | — | | — | | 475,697 | | | Termination without Cause or Resignation
for Good Reason within 3 Months Prior or
12 Months Following a Change of Control | 1,350,000 | | 38,546 | | 4,918,945 | | 1,757,557 | | 8,065,048 | | | Pamela Strayer | Termination Without Cause/Resignation for Good Reason | 450,000 | | 25,697 | | — | | — | | 475,697 | | | Termination without Cause or Resignation
for Good Reason within 3 Months Prior or
12 Months Following a Change of Control | 1,181,250 | | 38,546 | | 1,223,724 | | 196,579 | | 2,640,099 | | | Connie Chen | Termination Without Cause | 281,250 | | 18,007 | | — | | — | | 299,257 | | | Termination without Cause or Resignation
for Good Reason within 3 Months Prior or
12 Months Following a Change of Control | 600,000 | | 24,009 | | 915,841 | | 53,783 | | 1,593,633 | | Chad Summe(3) | Termination Without Cause | — | | — | | — | | — | | — | | | Termination without Cause or Resignation
for Good Reason within 3 Months Prior or
12 Months Following a Change of Control | — | | — | | — | | — | | — | |
(1)Please note all unvested PRSUs granted under our Annual Incentive Plan will be canceled upon a consummation of a Change in Control and any annual incentive award earned will be paid entirely in cash. Therefore, all payments under the Annual Incentive Plan in a Change of Control scenario was included in the “Cash Severance” column of this table and not the “RSU Awards” column of this table. The value of accelerated vesting of unvested RSUs is based upon the closing stock price on December 31, 2020, which was $9.42 per share, multiplied by the number of unvested RSUs. (2)The value of accelerated vesting of unvested stock options is based on the difference between the closing stock price on December 31, 2020, which was $9.42 per share, and the exercise price per option multiplied by the number of unvested options. This does not reflect any dollar value associated with the acceleration of unvested stock options with exercise prices in excess of $9.42 per share. (3)Mr. Summe departed from the Company on December 31, 2020.
CEO Pay Ratio For the year ended December 31, 2020, the median of the annual total compensation of all employees is $74,430, the annual total compensation of our CEO is $5,006,593, and the ratio of these amounts is approximately 67 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. For purposes of identifying our median compensated employee, we used our global employee population as of December 1, 2020, identified based on our payroll records. We used total compensation as our consistently applied compensation measure. In this context, total compensation means the annual salary or wages, plus target bonuses and commissions as of December 1, 2020. Individuals that did not work for the full year were annualized and amounts paid in foreign currencies were converted to US Dollars based on the applicable average annual exchange rate as of December 1, 2020. This process resulted in the identification of two median employees, as we had an even number of employees as of December 1, 2020. As a result, we selected the individual who is a U.S. employee to serve as our median employee. 2013 Equity Incentive Plan In the event of a change in control as described in the 2013 Equity Incentive Plan, (the “2013 Plan”), the acquiring or successor entity may assume or continue all or any awards outstanding under the 2013 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change in control or are not exercised or settled prior to the change in control will terminate effective as of the time of the change in control. The Compensation Committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the Board who are not employees will automatically be accelerated in full. The 2013 Plan will also authorizeauthorizes the Compensation Committee, in its discretion and without the consent of any participant, to cancel each or any outstanding award denominated in shares upon a change in control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the change in control transaction over the exercise price per share, if any, under the award. Our 2006 Stock Plan (the “2006 Plan”) provides that the administrator may adjust the number and class of shares that may be delivered under the plan and each outstanding award and the price of shares under the award in order to preserve the plan’s intended benefits upon certain events, including, without limitation, changes in our capitalization through stock splits, recapitalizations, mergers or consolidations. The 2006 Plan further provides that if, in the event of a merger or change in control, any award is not assumed or replaced with an equivalent substitute award by the successor corporation, then such award will fully vest and be subject to settlement or will become fully exercisable, if applicable, for a specified period prior to the corporate transaction. The award will then terminate upon the expiration of the specified time period. 2000 Stock Plan
Our 2000 Stock Plan (the “2000 Plan”) provides that the administrator shall make appropriate adjustments to the number of shares covered by each outstanding option and its exercise price upon certain events, including, without limitation, changes in our capitalization through stock splits, recapitalizations or consolidations. The 2000 Plan further provides that if, in the event of a merger or change in control, any option does not remain outstanding or is not assumed or replaced with an equivalent substitute option by the successor corporation, then such option will become fully exercisable.
Equity Grants to Named Executive Officers In September 2015, Ms. CeranMarch 2020, Mr. Boal was granted RSUs to acquire 100,000 shares of our common stock. The RSU will vest as to 25% on each of September 8, 2016, September 8, 2017, September 8, 2018 and September 8, 2019. In September 2015, Ms. Ceran was also granted an option to purchase 275,000469,461 shares of our common stock with an exercise price of $9.47$8.95 per share. The option will vest and become exercisable as to 25% ofin 48 equal monthly installments from March 1, 2020, provided that he remains an employee through the shares underlying the option on September 8, 2016 and 1/48th of the shares subject to the option willapplicable vest and become exercisable each month thereafter. The shares of common stock underlying the RSUs and the option are subject to accelerated vesting of 100% upon a qualifying termination of such executive’s employment with us within twelve months following or three months prior to a change in control.
date. In February 2015, Messrs.March 2020, Mr. Boal and Aamir were eachwas also granted RSUs to acquire 175,000223,463 shares of our common stock. The RSUs vested as to 25% on February 22, 2016, and will vest as to 25% on each of February 20, 2017, February 20, 2018 and February 20, 2019,in equal quarterly installments over a four-year period beginning March 1, 2020, provided that he remains an employee through each executiveapplicable vest date. In March 2020, Mr. Boal was granted 55,865 PRSUs under the Company’s Annual Incentive Plan. In February 2021, the Compensation Committee determined a Company Achievement of 79% for fiscal 2020 under the Annual Incentive Plan. As Mr. Boal's threshold of 80% was not met, none of the PRSUs in Mr. Boal’s Equity Bonus Award vested and and his Equity Bonus Award was cancelled in its entirety. Mr. Boal’s equity awards are subject to accelerated vesting as described above in “Potential Payments upon Termination, Change of Control or Certain Other Events.”
In March 2020, Mr. Raskin was granted an option to purchase 381,437 shares of our common stock with an exercise price of $8.95 per share. The option will vest in 48 equal monthly installments from March 1, 2020, provided that he remains an employee through the applicable anniversaryvest date. In March 2020, Mr. Raskin was also granted RSUs to acquire 181,564 shares of our common stock. The RSUs will vest in equal quarterly installments over a four-year period beginning March 1, 2020, provided that he remains an employee through each applicable vest date. In March 2020, Mr. Raskin was granted 25,139 PRSUs under the Company’s Annual Incentive Plan. In February 2021, the Compensation Committee determined a Company Achievement of 79% for fiscal 2020 under the Annual Incentive Plan. Following a recommendation from the leadership team, the Compensation Committee exercised its discretion and reduced the payout under the Annual Incentive Plan from 60% to 25% to align with the average payout approved for non-executive employee Annual Incentive Plan participants (as discussed above); and accordingly 12,569 PRSUs of Mr. Raskin’s Equity Bonus Award vested on March 1, 2021. Mr. Raskin’s equity awards are subject to accelerated vesting as described below in “Potential Payments upon Termination, Change of Control or Certain Other Events.” In March 2020, Ms. Strayer was granted 18,854 PRSUs under the Company's Annual Incentive Plan. Ms. Strayer was not granted an equity award in March 2020 since she received her new hire grant in November 2019. In February 2021, the Compensation Committee determined a Company Achievement of 79% for fiscal 2020 under the Annual Incentive Plan. Following a recommendation from the leadership team, the Compensation Committee exercised its discretion and reduced the payout under the Annual Incentive Plan from 60% to 25% to align with the average payout approved for non-executive employee Annual Incentive Plan participants (as discussed above); and accordingly 9,427 PRSUs of Ms. Strayer's Equity Bonus Award vested on March 1, 2021. Ms. Strayer’s equity awards are subject to accelerated vesting as described above in “Potential Payments upon Termination, Change of Control or Certain Other Events.” In March 2020, Ms. Chen was granted an option to purchase 140,838 shares of our common stock with an exercise price of $8.95 per share. The option will vest in 48 equal monthly installments from March 1, 2020, provided that she remains an employee through the applicable vest date. In March 2020, Ms. Chen was also granted RSUs to acquire 67,039 shares of our common stock. The RSUs will vest in equal quarterly installments over a four-year period beginning March 1, 2020, provided that she remains an employee through each applicable vest date. In March 2020, Ms. Chen was granted 12,569 PRSUs under the Company’s Annual Incentive Plan. In February 2021, the Compensation Committee determined a Company Achievement of 79% for fiscal 2020 under the Annual Incentive Plan. Following a recommendation from the leadership team, the Compensation Committee exercised its discretion and reduced the payout under the Annual Incentive Plan from 60% to 25% to align with the average payout approved for non-executive employee Annual Incentive Plan participants (as discussed above); and accordingly 6,284 PRSUs of Ms. Chen’s Equity Bonus Award vested on March 1, 2021. Ms. Chen’s equity awards are subject to accelerated vesting as described above in “Potential Payments upon Termination, Change of Control or Certain Other Events.” In March 2020, Mr. Summe was granted an option to purchase 99,760 shares of our common stock with an exercise price of $8.95 per share. The option will vest in 48 equal monthly installments from March 1, 2020, provided that he remains an employee through the applicable vest date. In March 2020, Mr. Summe was also granted RSUs to acquire 47,486 shares of our common stock. The RSUs will vest in equal quarterly installments over a four-year period beginning March 1, 2020, provided that he remains an employee through each applicable vest date. In March 2020, Mr. Summe was granted 15,712 PRSUs under the Company’s Annual Incentive Plan. When Mr. Summe left the Company in December 2020, Mr. Summe's Equity Bonus Award and all outstanding unvested equity awards were cancelled. Mr. Summe’s equity awards were subject to accelerated vesting as described above in “Potential Payments upon Termination, Change of Control or Certain Other Events.”
Outstanding Equity Awards as of December 31, 2020 The following table sets forth information regarding equity awards held by our NEOs at December 31, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Award | Stock Awards | | Name | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option
Expiration
Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested | | Steven Boal | 800,000(7) | — | | 25.00 | | 11/13/2023 | — | | — | | — | | — | | | 600,000(7) | — | | 16.25 | | 11/13/2023 | — | | — | | — | | — | | | 600,000(7) | — | | 8.65 | | 11/13/2023 | — | | — | | — | | — | | | 240,000(7) | — | | 3.70 | | 2/6/2023 | — | | — | | — | | — | | | 200,000(7) | — | | 5.33 | | 2/6/2022 | — | | — | | — | | — | | | 503,000(7) | — | | 8.51 | | 2/16/2026 | — | | — | | — | | — | | | 287,496(7) | 12,504(7) | 13.00 | | 2/13/2027 | — | | — | | — | | — | | | 179,437(6) | 81,563(6) | 13.10 | | 3/1/2028 | — | | — | | — | | — | | | 131,043(6) | 168,486(6) | 9.96 | | 3/1/2029 | — | | — | | — | | — | | | 88,023(6) | 381,438(6) | 8.95 | | 3/1/2030 | — | | — | | — | | — | | | — | | — | | — | | — | | 12,500(8) | 117,750 | | — | | — | | | — | | — | | — | | — | | 59,688(8) | 562,261 | | — | | — | | | — | | — | | — | | — | | 84,717(8) | 798,034 | | — | | — | | | — | | — | | — | | — | | 181,564(8) | 1,710,333 | | — | | — | | | — | | — | | — | | — | | 55,865(5) | 526,248 | | 55,865 | | 526,248 | | | Scott Raskin | 17,605(7) | 5,869(7) | 10.65 | | 2/6/2027 | — | | — | | — | | — | | | 12,931(9) | — | | 11.60 | | 6/4/2027 | — | | — | | — | | — | | | 352,251(7) | 774,950(7) | 7.34 | | 9/1/2029 | — | | — | | — | | — | | | 71,519(6) | 309,918(6) | 8.95 | | 3/1/3030 | — | | — | | — | | — | | | — | | — | | — | | — | | 374,660(10) | 3,529,297 | | — | | — | | | — | | — | | — | | — | | 147,521(8) | 1,389,648 | | — | | — | | | — | | — | | — | | — | | 25,139(5) | 236,809 | | 25,139 | | 236,809 | | | Pamela Strayer | 96,072(7) | 258,656(7) | 8.66 | | 11/1/2029 | — | | — | | — | | — | | | — | | — | | — | | — | | 129,907(10) | 1,223,724 | | — | | — | | | — | | — | | — | | — | | 18,854(5) | 177,605 | | 18,854 | 177,605 | | | Connie Chen | 12,666(7) | — | | 8.51 | | 2/16/2026 | — | | — | | — | | — | | | 95,832(7) | 4,168(7) | 13.00 | | 2/13/2027 | — | | — | | — | | — | | | 37,125(6) | 16,875(6) | 13.10 | | 3/1/2028 | — | | — | | — | | — | | | 37,128(6) | 47,738(6) | 9.96 | | 3/1/2029 | — | | — | | — | | — | | | 26,407(6) | 114,431(6) | 8.95 | | 3/1/2030 | — | | — | | — | | — | | | — | | — | | — | | — | | 6,250(8) | 58,875 | | — | | — | | | — | | — | | — | | — | | 12,500(8) | 117,750 | | — | | — | | | — | | — | | — | | — | | 24,003(8) | 226,108 | | — | | — | | | — | | — | | — | | — | | 54,470(8) | 513,107 | | — | | — | | | — | | — | | — | | — | | 12,569(5) | 118,400 | | 12,569 | | 118,400 | | | Chad Summe | 50,000(7) | — | | 11.40 | | 5/5/2027 | — | | — | | — | | — | | | 78,626(6) | — | | 9.96 | | 3/1/2029 | — | | — | | — | | — | | | 18,705(6) | — | | 8.95 | | 3/1/2030 | — | | — | | — | | — | |
(1)Option is subject to accelerated vesting upon a qualifying termination of the executive’s employment with us as described above in “Potential Payments upon Termination, Change of Control or Certain Other Events.” (2)For options granted prior to our initial public offering, the amounts in this column represent at least the per-share fair value of a share of our common stock on the date of grant, as determined by our Board or, for options granted after our initial public offering, based on the closing share price of our common stock on the NYSE on the date of grant. (3)The shares of common stock underlying the RSUs are subject to accelerated vesting of 100% upon a qualifying termination of suchthe executive’s employment with us within twelve months following a changeas described above in control.“Potential Payments upon Termination, Change of Control or Certain Other Events.”In May 2014, Messrs. Boal and Aamir were each granted
(4)The market values of the RSUs to acquire 150,000 sharesin this column that have not vested are calculated by multiplying the number of units shown in the table by the closing share price of our common stock. The RSUs vested as to 25%stock on February 20, 2015 and February 22, 2016, and will vest as to 25% on each of February 20, 2017 and February 20, 2018, provided that each executive remains an employee through the applicable anniversary date. December 31, 2020, which was $9.42. (5)The shares of common stock underlying the RSUsPRSUs will vest upon achievement of targets directly tied to the Company’s performance and are subject to accelerated vesting of 100% upon a qualifying termination of suchthe executive’s employment with us within twelve months following a changeas described above in control.Executive Bonus Plan
Each“Potential Payments upon Termination, Change of Steven R. Boal, our Chief Executive Officer, Mir Aamir, our President and Chief Operating Officer and Jennifer Ceran, our Chief Financial Officer, participated in our executive bonus plan for 2015 which provided for cash payments as a percentage of such executive’s base salary based upon achievement of specified performance objectives. The target annual bonus for each named executive officer was earned by achieving 100% of each performance objective (as described below), as determined based on Board-approved financial statements of the CompanyControl or an assessment of performance by the Compensation Committee, as applicable.
Messrs. Boal and Aamir’s performance objectives included achievement of annual corporate EBITDA and revenue targets. The EBITDA and revenue targets for Messrs. Boal and Aamir were the Company’s annual targets under our fiscal plan that were finally determined and approved by our Compensation Committee. Ms. Ceran’s performance objectives included achievement of certain management objectives. The management objectives were determined by our Chief Executive Officer. Following the end of year, our Compensation Committee reviewed the achievement of each participant’s objectives and approved the cash incentive payment amounts described in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
Outstanding Equity Awards as of December 31, 2015
The following table sets forth information regarding equity awards held by our named executive officers at December 31, 2015.
| | Option Awards | | | Stock Awards | | Name | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | | Option
Exercise
Price
($)(1) | | | Option
Expiration
Date | | | Number of
Shares or
Units of Stock
That Have Not
Vested (#) | | | Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(2) | | Steven R. Boal | | | 240,000 | (9) | | | — | | | | 0.2688 | | | | 1/19/2017 | | | | — | | | | — | | | | | 160,000 | (10) | | | — | | | | 3.675 | | | | 4/17/2021 | | | | — | | | | — | | | | | 191,666 | (11) | | | 8,334 | (3) | | | 5.325 | | | | 2/6/2022 | | | | — | | | | — | | | | | 170,000 | (12) | | | 70,000 | (3) | | | 3.70 | | | | 2/6/2023 | | | | — | | | | — | | | | | 312,500 | (13) | | | 287,500 | (4) | | | 8.65 | | | | 11/13/2023 | | | | — | | | | — | | | | | 312,500 | (13) | | | 287,500 | (4) | | | 16.25 | | | | 11/13/2023 | | | | — | | | | — | | | | | 416,666 | (13) | | | 383,334 | (4) | | | 25.00 | | | | 11/13/2023 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | 112,500 | (7)(17) | | | 767,250 | | | | | — | | | | — | | | | — | | | | — | | | | 175,000 | (7)(18) | | | 1,193,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | Mir Aamir | | | 200,984 | (14) | | | 175,988 | (4)(5) | | | 8.65 | | | | 11/13/2023 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | 191,987 | (6)(8)(15) | | | 1,309,351 | | | | | — | | | | — | | | | — | | | | — | | | | 112,500 | (7)(17) | | | 767,250 | | | | | — | | | | — | | | | — | | | | — | | | | 175,000 | (7)(18) | | | 1,193,500 | | Jennifer Ceran | | | — | | | | 275,000 | (4)(16) | | | 9.47 | | | | 9/8/2025 | | | | — | | | | — | | | | | — | | | | — | | | | — | | | | — | | | | 100,000 | (8)(19) | | | 682,000 | |
(1)Certain Other Events.”
| For options granted prior to our initial public offering, the amounts in this column represent at least the per-share fair value of a share of our common stock on the date of grant, as determined by our Board of Directors or, for options granted after our initial public offering, based on the closing share price of our common stock on the New York Stock Exchange on the date of grant.
|
(2)
| The market values of the RSUs in this column that have not vested are calculated by multiplying the number of units shown in the table by the closing share price of our common stock on December 31, 2015, which was $6.82.
|
(3)
| Option is subject to accelerated vesting upon a qualifying termination of the executive’s employment with us within twelve months following a change in control.
|
(4)
| Option is subject to accelerated vesting upon a qualifying termination of the executive’s employment with us within three months prior to or twelve months following a change in control.
|
(5)
| Option is subject to accelerated vesting as to 25% of the shares subject to the option if Mr. Aamir is terminated without “cause” or “good reason,” each as defined in his offer letter.
|
(6)
| The shares of our common stock underlying the RSU will vest upon the satisfaction of both a service condition and a liquidity-event condition. The liquidity-event condition was satisfied six months after the effective date of the initial public offering of our common stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended. The service condition is satisfied over a four-year period as set forth in footnote 15, below. The shares of common stock underlying the RSUs are subject to accelerated vesting as to 25% of the shares subject to the RSUs if Mr. Aamir is terminated without “cause” or “good reason,” each as defined in his offer letter.
|
(7)
| The shares of common stock underlying the RSUs are subject to accelerated vesting upon a qualifying termination of the executive’s employment with us within twelve months following a change in control.
|
(8)
| The shares of common stock underlying the RSUs are subject to accelerated vesting upon a qualifying termination of the executive’s employment with us within three months prior to or twelve months following a change in control.
|
Vesting Schedule for Outstanding Stock Options and Restricted Stock Units: Note
| | Grant Date
| | | | | Note | Incremental Vesting Dates | (9)
(6) | 1/48 monthly for next 4 years. | | (7) | 1/19/2007
| | 25% on 11/1/2007;1 year after grant date; 1/48 monthly for next 3 years. | (10)
(8) | 6.25% quarterly for next 4 years. | | (9) | 4/18/2011
100% 1 year after grant date | | (10) | | 25% on 4/18/2012; 1/48 monthly1 year after grant date; 6.25% quarterly for next 3 years. | (11)
| | 2/7/2012
| | 25% on 2/7/2013; 1/48 monthly for next 3 years.
| (12)
| | 2/6/2013
| | 25% on 2/7/2014; 1/48 monthly for next 3 years.
| (13)
| | 11/14/2013
| | 25% on 11/14/2014; 1/48 monthly for next 3 years.
| (14)
| | 11/14/2013
| | 25% on 10/24/2014; 1/48 monthly for next 3 years.
| (15)
| | 11/14/2013
| | 25% on 10/24/2014; annually for next 3 years.
| (16)
| | 9/8/2015
| | 25% on 9/8/2016; 1/48 monthly for next 3 years.
| (17)
| | 5/1/2014
| | 25% on 2/20/2015; 25% on 2/22/2016; 25% on 2/20/2017; and 25% on 2/20/2018.
| (18)
| | 2/5/15
| | 25% on 2/22/2016; 25% on 2/20/2017; 25% on 2/20/2018; and 25% on 2/20/2019.
| (19)
| | 9/8/15
| | 25% on 9/8/2016; 25% on 9/8/2017; 25% on 9/8/2018; and 25% on 9/8/2019
|
Option Exercises and Stock Vested The following table provides information regarding exercises of option awards and vesting of stock awards by our NEOs in 2020: | | | | | | | | | | | | | | | | Option Award | Stock Awards | | Name | Number of Shares
Acquired on
Exercise | Value Released on
Exercise ($) | Number of
Shares Acquired on
Vesting | Value Realized on Vesting ($)(1) | | Steven Boal | — | | — | | 204,487 | | 1,711,838 | | | Scott Raskin | — | | — | | 213,437 | | 1,854,307 | | | Pamela Strayer | — | | — | | 43,303 | | 385,397 | | | Connie Chen | — | | — | | 123,399 | | 1,075,520 | | | Chad Summe | — | | — | | 78,828 | | 661,159 | |
(1)Calculated by multiplying (i) the closing price of our common stock on the vesting date or if such day is the weekend or a holiday, on the immediately preceding trading day, by (ii) the number of shares of our common stock acquired upon vesting. We maintain a tax-qualified retirement 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 following the date they meet the plan’s eligibility requirements, and participants are able to defer a percentage of their eligible compensation subject to applicable annual Internal Revenue Code (the “Code”) and plan limits. Participants are 100% vested in their deferrals. The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants. We currently make a discretionary matching contribution equal to 50% of salary deferrals, not to exceed the lesser of 3% of compensation or $6,000. Participants are vested 25% per year in matching and profit sharing contributions allocated to their account. Both employee pre-tax contributions and Company contributions are allocated to individual participant accounts, and then are invested in investment alternatives selected by each participant. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, all contributions are deductible by us when made, and those contributions and any earnings thereon are not taxable to the employees until distributed from the 401(k) plan.
EQUITY COMPENSATION PLAN INFORMATIONSecurities Authorized for Issuance Under Equity Compensation Plans The following table includes information as of December 31, 20152020 for equity compensation plans: Plan Category | | 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 | | Equity compensation plans approved by security holders | | | 15,256,112 | (1) | | $ | 7.62 | (2) | | | 4,123,529 | (3) | Equity compensation plans not approved by security holders | | | n/a | | | | n/a | | | | n/a | | Total | | | 15,256,112 | | | | | | | | 4,123,529 | |
(1)
| Excludes purchase rights accruing under our 2013 Employee Stock Purchase Plan.
|
(2)
| The weighted average exercise price relates solely to outstanding stock option shares since shares subject to RSUs have no exercise price.
|
| | | | | | | | | | | | | Plan Category | 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 | Equity compensation plans
approved by security holders | 12,869,075(1) | $11.21(2) | 10,142,729(3) | Equity compensation plans
not approved by security holders | n/a | n/a | n/a | | Total | 12,869,075 | | 10,142,729 |
(3)(1)Excludes purchase rights accruing under our 2013 Employee Stock Purchase Plan.
| Includes 1,234,228 shares of common stock that remain available for purchase under the 2013 Employee Stock Purchase Plan and 2,889,301shares of common stock that remain available for purchase under our 2013 Equity Incentive Plan. Additionally, our 2013 Equity Incentive Plan provides for automatic increases in the number of shares available for issuance under it on the first day of each year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board. Our 2013 Employee Stock Purchase Plan provides for automatic increases in the number of shares available for issuance under it on the first day of each year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board. The amounts in this table do not include the evergreen increase that was effected on January 1, 2016.
|
(2)The weighted average exercise price relates solely to outstanding stock option shares since shares subject to RSUs have no exercise price. (3)Includes 1,675,586 shares of common stock that remain available for purchase under the 2013 Employee Stock Purchase Plan and 8,467,143 shares of common stock that remain available for purchase under our 2013 Equity Incentive Plan. Additionally, our 2013 Equity Incentive Plan provides for automatic increases in the number of shares available for issuance under it on the first day of each year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Board. Our 2013 Employee Stock Purchase Plan provides for automatic increases in the number of shares available for issuance under it on the first day of each year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of our common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by the Board. The amounts in this table do not include the evergreen increase that was effective on January 1, 2021.
SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENTThe following table sets forth, as of April 11, 2016,March 31, 2021, certain information regarding beneficial ownership of our common stock (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of common stock, (b) by each director and nominee for director, (c) by the named executive officersNEOs (as defined in “Executive Compensation” above) and (d) by all of our current executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 82,174,79193,331,906 shares of common stock outstanding at April 11, 2016.March 31, 2021. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of April 11, 2016.March 31, 2021. We did not deem these shares outstanding, however, 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 Quotient Technology Inc., 400 Logue Avenue, Mountain View, CA 94043. Name of Beneficial Owner | | Number of
Shares
Beneficially
Owned | | | Percent Owned | | Directors, Director Nominee(s) and Executive Officers: | | | | | | | | | Steven R. Boal(1) | | | 8,338,758 | | | | 9.90 | % | Steve Horowitz | | | 400,000 | | | | * | | Dawn Lepore(2) | | | 295,709 | | | | * | | David E. Siminoff(3) | | | 276,401 | | | | * | | Andrew Jody Gessow(4) | | | 247,405 | | | | * | | Mir Amir(5) | | | 604,143 | | | | * | | Jennifer Ceran | | | 5,000 | | | | * | | All executive officers, directors and director nominee(s) as a group (8 persons)(6) | | | 10,175,587 | | | | 11.99 | % | 5% Stockholders: | | | | | | | | | John H. Burbank III(7) | | | 12,079,222 | | | | 14.70 | % | Davis Selected Advisers, L.P.(8) | | | 6,626,923 | | | | 8.06 | % | Columbia Wanger Asset Management, LLC(9) | | | 6,295,966 | | | | 7.66 | % | Wellington Management Group LLP(10) | | | 6,113,537 | | | | 7.44 | % | Jackson Square Partners, LLC(11) | | | 5,113,778 | | | | 6.22 | % | Capital World Investors(12) | | | 4,881,613 | | | | 5.94 | % | The Vanguard Group(13) | | | 4,568,137 | | | | 5.56 | % | LMM LLC(14) | | | 4,532,375 | | | | 5.52 | % |
| | | | | | | | | | Name of Beneficial Owner | Number of
Shares
Beneficially
Owned | Percent Owned | | Directors, Director Nominee(s) and Executive Officers: | | | Steven Boal(1) | 7,922,233 | | 8 | % | Scott Raskin(2) | 791,530 | | * | Pamela Strayer(3) | 186,306 | | * | Connie Chen(4) | 455,568 | | * | Chad Summe(5) | 200,335 | | * | Andrew Jody Gessow(6) | 471,719 | | * | Lorraine Hariton(7) | — | | — | | Steve Horowitz(8) | 398,762 | | * | Robert McDonald(9) | 27,053 | | * | Michelle McKenna(10) | 23,696 | | * | David Oppenheimer(11) | 40,350 | | * | Christy Wyatt(12) | 18,116 | | * | All executive officers, directors and director nominee(s) as a group (11 persons)(13) | 10,335,333 | | 11 | % | | 5% Stockholders: | | | Trigran Investments, Inc.(14) | 8,755,566 | | 9 | % | The Vanguard Group(15) | 6,817,245 | | 7 | % | Miller Value Partners, LLC(16) | 6,423,031 | | 7 | % | BlackRock, Inc.(17) | 5,968,055 | | 6 | % |
*
|
*Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. |
(1)
| Consists of (i) 1,414,605 shares held of record by Mr. Boal, (ii) 3,954,976 shares held by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee, (iii) 454,733 shares held by the Steven R. Boal Annuity Trust dated December 6, 2013, of which Mr. Boal is trustee, (iv) 454,733 shares held by the Michele L. Boal Annuity Trust dated December 6, 2013 of which Mr. Boal is trustee, (v) 3,237 shares held by the EBB 2011 Trust dated September 23, 2011, of which Stuart Shiff is trustee, (vi) 3,237 shares held by the JMB 2011 Trust dated September 23, 2011, of which Stuart Shiff is trustee, (vii) 3,237 shares held by the SEB 2011 Trust dated September 23, 2011, of which Stuart Shiff is trustee, and (viii) 2,050,000 shares subject to options exercisable within 60 days of April 11, 2016. Mr. Boal exercises no voting power and no dispositive power over the shares described in clauses (v), (vi) and (vii) of the preceding sentence.
|
(2)
| Consists of (i) 133,197 shares held of record by Ms. Lepore and (ii) 162,512 shares subject to options exercisable within 60 days of April 11, 2016.
|
(3)
| Consists of (i) 143,978 shares held of record by the D&E Living Trust, u/t/a 10/25/96 for which Mr. Siminoff serves as trustee, (ii) 18,136 shares held by Mr. Siminoff’s minor children and (iii) 114,287 shares subject to options exercisable within 60 days of April 11, 2016.
|
(4)
| Consists of (i) 151,007 shares held of record by the Gessow Family Trust for which Mr. Gessow serves as trustee and (ii) 96,398 shares subject to options exercisable within 60 days of April 11, 2016.
|
(5)
| Consists of (i) 363,162 shares held of record by Mr. Aamir (of such shares 191,987 shares are represented by restricted stock units which continue to vest in equal annual installments over the next two years) and (ii) 240,981 shares subject to options exercisable within 60 days of April 11, 2016.
|
(6)
| Consists of (i) 7,511,409 shares (of such shares 191,987 shares are represented by restricted stock units which continue to vest in equal annual installments over the next two years) beneficially owned by our current directors, director nominee(s) and executive officers and (ii) 2,664,178 shares subject to options exercisable by such individuals within 60 days of April 11, 2016.
|
(7)
| Based on information set forth in a Schedule 13G/A filed with the SEC on February 16, 2016 by John H. Burbank III, who is the managing member of certain entities (the “Entities”). Mr. Burbank is the owner of record of 286,395 shares. The Entities are the owners of record of an aggregate of 11,792,827 shares. Mr. Burbank has the sole power to vote or direct the vote of and to dispose or direct the disposition of the 286,395 shares over which he is the owner of record. In addition, under the terms of the relevant agreements, Mr. Burbank has the sole power to vote or direct the vote of and to dispose or direct the disposition of 11,792,827 shares owned of record by the Entities. The address of John H. Burbank III is c/o Passport Capital, LLC, One Market Street, Steuart Tower, Suite 2200, San Francisco, CA 94105.
|
(8)
| Based on information set forth in a Schedule 13G filed with the SEC on February 12, 2016 by Davis Selected Advisers, L.P. Davis Selected Advisers, L.P. has sole voting power over 6,057,823 of the shares reported and sole dispositive power over 6,626,923 of the shares reported. The address of Davis Selected Advisers, L.P. is 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756.
|
(9)
| Based on information set forth in a Schedule 13G filed with the SEC on January 20, 2016 by Columbia Wanger Asset Management, LLC and Columbia Acorn Fund. Columbia Wanger Asset Management, LLC has sole voting power over 5,749,698 of the shares reported and sole dispositive power over 6,295,966 of the shares reported. Columbia Acorn Fund has sole voting power over 4,634,954 of the shares reported and sole dispositive power over 4,634,954 of the shares reported. As the investment adviser of Columbia Acorn Fund and various other investment companies and managed accounts, Columbia Wanger Asset Management, LLC may be deemed to beneficially own the 4,634,954 shares reported in the Schedule 13G as owned by Columbia Acorn Fund. The address of each of Columbia Wanger Asset Management, LLC and Columbia Acorn Fund is 227 West Monroe Street, Suite 3000, Chicago, IL 60606.
|
(10)
| Based on information set forth in a Schedule 13G filed with the SEC on February 11, 2016 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP. Each of Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP has shared voting power over 3,880,736 of the shares reported and shared dispositive power over 6,113,537 of the shares reported, and Wellington Management Company LLP has shared voting power over 3,461,871 of the shares reported and shared dispositive power over 4,906,631 of the shares reported. The address of Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
|
(11)
| Based on information set forth in a Schedule 13G filed with the SEC on February 16, 2016 by Jackson Square Partners, LLC. Jackson Square Partners, LLC has sole voting power over 1,071,201 of the shares reported, shared voting power over 3,311,790 of the shares reported and sole dispositive power over 5,113,778 of the shares reported. The address of Jackson Square Partners, LLC is 101 California Street, Suite 3750, San Francisco, CA 94111.
|
(12)
| Based on information set forth in a Schedule 13G/A filed with the SEC on February 16, 2016 by Capital World Investors. Capital World Investors has sole voting power over 4,881,613 of the shares reported and sole dispositive power over 4,881,613 of the shares reported. The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071.
|
(13)
| Based on information set forth in a Schedule 13G filed with the SEC on February 10, 2016 by The Vanguard Group. The Vanguard Group has sole voting power over 135,932 of the shares reported, sole dispositive power over 4,436,705 of the shares reported and shared dispositive power over 131,432 of the shares reported. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(14)
| Based on information set forth in a Schedule 13G filed with the SEC on February 16, 2016 by LMM LLC. LMM LLC has sole voting power over 4,532,375 of the shares reported and sole dispositive power over 4,532,375 of the shares reported. The address of LMM LLC is One South Street, Suite 2550, Baltimore, MD 21202.
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock.
(1)Consists of (i) 3,204,379 shares held of record by Mr. Boal, (ii) 912,348 shares held by the SMSEJ Family Trust U/A dated July 18, 2005 of which Mr. Boal is a co-trustee, (iii) 3,237 shares held by the EBB 2011 Trust dated September 23, 2011, of which Stuart Schiff is trustee, (iv) 3,237 shares held by the JMB 2011 Trust dated September 23, 2011, of which Stuart Schiff is trustee, (v) 3,237 shares held by the SEB 2011 Trust dated September 23, 2011, of which Stuart Schiff is trustee, and (vi) 3,795,795 shares that are issuable upon the exercise of stock file reportsoptions, which are currently exercisable or exercisable within 60 days of ownershipMarch 31, 2021. Mr. Boal exercises no voting power and changesno dispositive power over the shares described in clauses (iii), (iv) and (v) of ownership with the SEC. Such directors, executive officerspreceding sentence. (2)Consists of (i) 174,206 shares held of record by Mr. Raskin, and 10% stockholders(ii) 617,324 shares that are requiredissuable upon the exercise of stock options, which are currently exercisable or exercisable within 60 days of March 31, 2021. (3)Consists of (i) 42,457 shares held of record by SEC regulations to furnish us with copiesMs. Strayer, (ii) 10,826 shares issuable upon the vesting 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 duringRSUs within 60 days of March 31, 2021, and (iii) 133,023 shares that are issuable upon the most recent year. exercise of stock options, which are currently exercisable or exercisable within 60 days of March 31, 2021.
(4)Consists of (i) 175,772 shares held of record by Ms. Chen, and (ii) 279,796 shares that are issuable upon the exercise of stock options, which are currently exercisable or exercisable within 60 days of March 31, 2021. (5)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 2015, all Section 16(a) filing requirements were satisfied on a timely basis, with the
exception of the following reports that were filed late: Steven R. Boal failed to timely fileinformation set forth in a Form 4 in February 2015 to reportfiled with the receiptSEC on June 3, 2020, consists of 200,335 shares held of record by Mr. Summe.
(6)Consists of (i) 41,619 shares held of record by Mr. Gessow, (ii) 278,108 shares held of record by the Gessow Family Trust for which Mr. Gessow serves as trustee and (iii) 151,992 shares that are issuable upon the exercise of stock options, which are currently exercisable or exercisable within 60 days of March 31, 2021. (7)Ms. Hariton holds no shares of record. (8)Consists of (i) 29,727 shares held of record by Mr. Horowitz, (ii) 325,000 shares held of record by the Horowitz Family Trust for which Mr. Horowitz serves as a granttrustee and (iii) 44,035 shares that are issuable upon the exercise of 175,000 RSUs. Mir Aamir failed to timely file a Form 4 in February 2015 to reportstock options, which are currently exercisable or exercisable within 60 days of March 31, 2021. (9)Consists of 27,053 shares held of record by Mr. McDonald. (10)Consists of 23,696 shares held of record by Ms. McKenna. (11)Consists of (i) 24,187 shares held of record by Mr. Oppenheimer and (ii) 16,163 shares that are issuable upon the receiptexercise of a grantstock options, which are currently exercisable or exercisable within 60 days of 175,000 RSUs. Richard Hornstein,March 31, 2021. (12)Consists of 18,116 shares held of record by Ms. Wyatt. (13)Consists of (i) 5,286,379 shares beneficially owned by our former General Counsel and Vice President of Corporate Development and a former executive officer under Section 16, failed to timely file a Form 4 in February 2015 to report the receipt of a grant of 75,000 RSUs. Michael Walsh, our Chief Security Officer and a formercurrent directors, director nominee(s) and executive officer under Sectionofficers, (ii) 10,826 shares issuable upon the vesting of RSUs within 60 days of March 31, 2021 for the benefit of such individuals and (ii) 5,038,128 shares that are issuable upon the exercise of stock options, which are currently exercisable or exercisable within 60 days of March 31, 2021. (14)Based on information set forth in a Schedule 13G/A filed with the SEC on February 11, 2021 by Trigran Investments, Inc. Trigran Investments, Inc. has sole voting power over zero shares reported, shared voting power over 8,755,566 of the shares reported, sole dispositive power over zero shares reported, and shared dispositive power over 8,755,566 of the shares reported. The address of Trigran Investments, Inc. is 630 Dundee Road, Suite 230, Northbrook, IL 60062. (15)Based on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. The Vanguard Group has sole voting power over zero shares reported, shared voting power over 147,541 of the shares reported, sole dispositive power over 6,609,035 of the shares reported, and shared dispositive power over 208,210 of the shares reported. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (16)Based on information set forth in a Schedule 13G/A filed with the SEC on February 16, failed to timely file2021 by Miller Value Partners, LLC. Miller Value Partners has sole voting power over zero shares reported, shared voting power over 6,423,031 of the shares reported, sole dispositive power over zero shares reported, and shared dispositive power over 6,423,031 of the shares reported. The address of Miller Value Partners, LLC is One South Street, Suite 2550, Baltimore, MD 21202. (17)Based on information set forth in a Form 4 inSchedule 13G/A filed with the SEC on February 2015 to report01, 2021 by BlackRock, Inc. BlackRock, Inc. has sole voting power over 5,840,897 of the receiptshares reported, shared voting power over zero shares reported, sole dispositive power over 5,968,055 of a grantthe shares reported, and shared dispositive power over zero shares reported. The address of 100,000 RSUsBlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. INDEMNIFICATION AGREEMENTS In addition to the indemnification required in our Restated Certificate and Bylaws, we have entered into indemnification agreements with each of our directors and executive officers. These agreements generally provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity, to the extent indemnifiable under the law. We believe that these charter and bylaw provisions and indemnity agreements are necessary to attract and retain qualified persons as directors and executive officers. Furthermore, as is typical, we have obtained director and officer liability insurance to cover both us and our directors and officers for liabilities that may be incurred in connection with their services to us.
ADDITIONAL INFORMATION 2015
2020 Annual Report on Form 10-K A copy of our Annual Report on Form 10-K for the year ended December 31, 20152020 and our 20162021 proxy statement, each as filed with the SEC, is available, without charge, by mailing a request to Investor Relations, Quotient Technology Inc., 400 Logue Avenue, Mountain View, CA 94043. The Annual Report on Form 10-K and proxy statement are also available at the web address shown on the Notice of Annual Meeting of Stockholders and under the “SEC Filings” portion of the “Investor Relations” section on our website at http://investors.quotient.com/investors/sec-filings/default.aspx.default.aspx . We know of no other matters that are likely to be brought before the Annual Meeting. If, however, other matters that are not now known or determined come before the Annual Meeting, the persons named in the enclosed proxy or their substitutes will vote such proxy in accordance with their discretion. ANNUAL MEETING OF STOCKHOLDERS OF QUOTIENT TECHNOLOGY INC. June 11, 2015 PROXY VOTING INSTRUCTIONS INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:
 59 p.m. Eastern Time the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and Annual Report for the year ended December 31, 2014 are available at http://www.astproxyportal.com/ast/18720 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20230000000000000000 0 061115THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 1. Election of two Class I directors to hold office until the 2018 Annual Meeting of Stockholders and their successors are elected and qualified, subject to earlier resignation or removal: NOMINEES: Steve Horowitz David E. Siminoff FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. 2. To ratify the appointment of Ernst & Young LLP as Quotient Technology Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2015. FOR AGAINST ABSTAIN 3. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned Stockholder. If no direction is made, this proxy will be voted “FOR ALL NOMINEES” in Proposal 1 and “FOR” Proposal 2. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
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QUOTIENT TECHNOLOGY INC.
Proxy for Annual Meeting of Stockholders on June 11, 2015 Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Steven R. Boal and Richard Hornstein as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side hereof, all the shares of common stock of Quotient Technology Inc. held of record by the undersigned at the close of business on April 24, 2015 at the Annual Meeting of Stockholders to be held June 11, 2015 at 10:00 a.m. Pacific Time at 400 Logue Avenue, Mountain View, CA 94043, and at any adjournment or postponement thereof.
(Continued and to be signed on the reverse side)
1.1
14475
 ANNUAL MEETING OF
STOCKHOLDERS OF QUOTIENT TECHNOLOGY INC. June 8, 2016 PROXY VOTING INSTRUCTIONS INTERNET-Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE-Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 p.m. Eastern Time the day before the meeting. MAIL-Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON-You may vote your shares in person by attending the Annual Meeting. GO GREEN-e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and Annual Report for the year ended December 31, 2015 are available at http://www.astproxyportal.com/ast/18720 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20230000000000000000 0 060816 Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. INSTRUCTIONS:To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold ,as shown here: 1. Election of two Class II directors to hold office until the 2019 Annual Meeting ofStockholders and their successors are elected and qualified, subject to earlier resignation or removal: Steven R. Boal Dawn Lepore 2. To ratify the appointment of Ernst & Young LLP as Quotient Technology Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2016. 3. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned Stockholder. if no direction is made, this proxy will be voted “FOR ALL NOMINEES” in Proposal 1 and “FOR” Proposal 2. FOR AGAINST ABSTAIN FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X
QUOTIENT TECHNOLOGY INC. Proxy for annual meeting of stockholders on June 8, 2016 solicited on Behalf of the Board of directors The undersigned hereby appoints Steven R. Boal and Connie Chen as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and vote, as designated on the reverse side hereof, all the shares of common stock of Quotient Technology Inc. held of record by the undersigned at the close of business on April 11, 2016 at the Annual Meeting of Stockholders to be held June 8, 2016 at 10:00 a.m. Pacific Time at 400 Logue Avenue, Mountain View, CA 94043, and at any adjournment or postponement thereof. (continued and to be signed on the reverse side.)
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Audit CommitteeOur Audit Committee 
