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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Issuer Direct Corporation | AMEX:ISDR | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.23 | 2.34% | 10.08 | 10.08 | 9.67 | 9.86 | 44,352 | 21:00:08 |
ISSUER DIRECT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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2018
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Notice of Annual Meeting of Stockholders and Proxy
Statement
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Friday, June 1, 2018
9:00 a.m. EDT
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Issuer Direct Corporation
500 Perimeter Park Drive, Suite D
Morrisville, NC 27560
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Sincerely,
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/s/ William H. Everett
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William
H. Everett
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Chairman
of the Board of Directors
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Notice of Annual Meeting of Stockholders
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To Be Held on June 1, 2018
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By
Order of the Board of Directors,
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/s/
William H. Everett
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William
H. Everett
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Chairman
of the Board of Directors
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YOUR VOTE IS IMPORTANT IT IS IMPORTANT THAT PROXY CARDS BE RETURNED
PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED RETURN ENVELOPE OR VOTE OVER THE INTERNET
FOLLOWING THE INSTRUCTIONS ON THE PROXY AS SOON AS POSSIBLE. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STOCKHOLDERS
WHO EXECUTE A PROXY CARD OR VOTE OVER THE INTERNET MAY NEVERTHELESS
ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN
PERSON.
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1
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2018
Annual Meeting of Stockholders
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1
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Annual
Meeting Agenda and Voting Recommendations
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1
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Director
Nominees
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2
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Proxy Statement
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3
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Questions and Answers
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3
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Delivery of Documents to Security Holders Sharing an
Address
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5
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PROPOSAL 1–ELECTION OF DIRECTORS
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6
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Nominees
for Director
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6
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Certain
Information Concerning Director Nominees
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6
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Board
and Committee Membership
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10
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Consideration
of Stockholder Nominees for Directors
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10
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Corporate Governance
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11
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Indemnification
of Directors and Officers
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11
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Directors’
and Officers’ Liability Insurance
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12
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Code
of Ethics
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12
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Director
Independence
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12
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Board
Committees
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12
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Audit Committee
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13
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Compensation
Committee
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14
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Strategic Advisory
Committee
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14
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Technology Oversight Committee
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15
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Meetings
and Attendance
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15
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Communications
with the Board of Directors
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15
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Non-Employee
Director Compensation Agreement
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16
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2017
Non-Employee Director Compensation Table
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16
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Security Ownership of Beneficial Owners and Management
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17
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Executive Compensation
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18
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Compensation
Discussion and Analysis
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18
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Summary
Compensation Table
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18
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Brian
R. Balbirnie Employment Agreement
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18
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Steven
Knerr Employment Agreement
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19
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Philosophy
of Compensation
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20
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Components
of Compensation
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21
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Compensation
of Named Executive Officers
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22
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Impact
of Tax Laws
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23
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Risk
Considerations in our Compensation Programs
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23
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Compensation
Committee Report
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24
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PROPOSAL 2–ADVISORY VOTE ON EXECUTIVE
COMPENSATION
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25
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Vote
Required
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25
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PROPOSAL 3–RATIFICATION OF
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AUDITORS
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26
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Ratification
of Selection of Independent Auditors
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26
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Audit
Committee Pre-Approval Policy
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27
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Report
of the Audit Committee
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28
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Certain Relationships and Related Party Transactions and Director
Independence
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29
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Related
Party Transactions
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29
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Director
Independence
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29
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Other Matters
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20
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Additional Information
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30
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WHEN
Friday, June 1, 2018 at 9 a.m. EDT
WHERE
500 Perimeter Park Drive, Suite D
Morrisville, NC 27560
RECORD DATE
Close of business on April 16,
2018
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|
ITEMS OF BUSINESS
1.
Election of 5 directors nominated by our
Board of Directors
2.
Advisory vote on
executive compensation
3.
Ratification of the
appointment by the Audit Committee of Cherry Bekaert LLP as the
company’s independent registered public accounting firm for
the fiscal year ending December 31, 2018
4.
Such other business as
may properly come before the Annual Meeting or any postponement or
adjournment thereof
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By
calling 1 (866) 752-VOTE (8683), toll free, in the United States or
Canada
|
By
voting online at
https://www.iproxydirect.com/ISDR
|
By returning a properly completed,
signed and dated proxy card
|
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By completing the reverse side of the proxy card and faxing it
to
(202) 521-3464
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Proposal
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Voting Recommendation
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Page Reference
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1
Election of 5 directors
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☑
FOR
each nominee
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6
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2
Advisory vote on executive compensation
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☑
FOR
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25
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3
Ratification of the appointment of Cherry Bekaert LLP
as our independent auditors
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☑
FOR
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26
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Name
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Age
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Director Since
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Principal Occupation
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Independent
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AC
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CC
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SAC
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TOC
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Areas of Expertise
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Other Company Boards
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||||||||
William H. Everett
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67
|
2013
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Chairman of
the Board; Retired Executive Vice President and Chief Financial
Officer of Tekelec, Inc.
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▪
Executive Leadership
▪
Public Company Management
▪
Private Equity
▪
Business Strategy
▪
Finance ▪ Multi-national Technology Industry
Expertise
|
▪
Hakisa SAS
|
||||||||
Brian R. Balbirnie
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46
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2007
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Founder and
Chief Executive Officer of Issuer Direct
Corporation
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▪
Executive Leadership
▪
Public Company Management, Financial Reporting and
Operations
▪
Business Strategy
▪
M&A ▪ Technology Industry Expertise
▪
Entrepreneurial Experience
▪
Sarbanes Oxley
|
|
||||||||
J. Patrick Galleher
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45
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2014
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Managing
Partner for Boxwood Partners, LLC and Managing Director for Boxwood
Capital Partners, LLC
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☑
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▪
Executive Leadership
▪
Investment Banking
▪
M&A
▪
Business Administration
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▪
sweetFrog Enterprises (Chairman)
▪
Shockoe Commerce Group (Chairman)
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Eric Frank
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53
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2017
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President of Internet Technology
& Acceleration LLC
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☑
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▪
Executive Leadership
▪
Data & Analytics Industry Expertise
▪
M&A
▪
Private Equity
▪
Business Strategy
▪
Investment Banking
▪
Technology Industry Expertise
▪
Entrepreneurial Experience
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▪
WeConvene
▪
Social Market Analytics
▪
RANE (Risk Assistance Network & Exchange)
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Michael Nowlan
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59
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2017
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Executive
Consultant to private companies; retired Chief Executive Officer of
Primus Telecommunications Canada Inc. and, Marketwire,
Inc.
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☑
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▪
Executive Leadership
▪
Financial Management and Operations
▪
Business Strategy
▪
M&A
▪
Technology and Communications Industry
Expertise
▪
Accounting
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▪
Institute of Corporate Directors
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||||||||
Number of Meetings in
2017
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8
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3
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4
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Chairman
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Member
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Financial
Expert
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MAIL:
Please mark, sign, date, and return this proxy card
promptly using the enclosed envelope.
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FAX:
Complete the reverse portion of this proxy card and fax
to (202) 521-3464.
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INTERNET:
https://www.iproxydirect.com/ISDR
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PHONE:
1 (866) 752-VOTE (8683)
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Nominee
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Age
|
Position
|
Director Since
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William H. Everett
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67
|
Director, Chairman of the Board, Member of Audit Committee &
Strategic Advisory Committee
|
2013
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Brian R. Balbirnie
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46
|
Director, President and Chief Executive Officer
|
2007
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J. Patrick Galleher
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45
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Director, Chairman of Compensation Committee and Strategic Advisory
Committee
|
2014
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Eric Frank
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53
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Director, Chairman of Technology Oversight Committee, Member of
Compensation Committee
|
2017
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Michael Nowlan
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59
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Director, Chairman of Audit Committee
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2017
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William H. Everett
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Age 67
Director Since 2013
● Chairman of the Board
● Member of the Audit Committee
● Member of the Strategic Advisory Committee
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|
Professional
Background and Qualifications
Mr.
Everett joined the Board of Directors of Issuer Direct Corporation
on October 2, 2013. Mr. Everett has had more than thirty years of
management experience and currently serves as a director of Hakisa
SAS in Strasbourg France. In addition, Mr. Everett served on the
Board of NeoNova Network Services until it was acquired in July
2013. In April 2010, Mr. Everett retired as Executive Vice
President and CFO of Tekelec, a publicly traded telecom equipment
supplier. Since that time, he has served as a corporate director
and provided consulting services to public company and private
equity clients. From 2011 through 2015, he served as an Executive
in Residence and a member of the Board of Advisors at the Poole
College of Management at NC State University. He has significant
experience as both a Chief Financial Officer and a general manager
working with a variety of multi-national technology companies over
his career, including Epsilon Data Management, Chemfab Inc.,
Eastman Software and Steleus SAS. He was the Co-founder and
President of Maps a la Carte, an internet mapping and spatial data
company, which was acquired by Demand Media Inc.
Mr. Everett
received his BA in Political Science from Middlebury College and
his MBA from the University of New Hampshire. He also
practiced as Certified Public Accountant with Price Waterhouse for
seven years before joining Epsilon Data
Management.
|
Brian R. Balbirnie
|
|
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Age 46
Director Since 2007
● President and Chief Executive Officer
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|
Professional Background and Qualifications
Mr. Balbirnie is a member of the
Board and our President and Chief Executive Officer. Mr. Balbirnie
established Issuer Direct in 2006 with a vision of creating a
technology driven back-office compliance platform that would reduce
costs as well as increase the efficiencies of the most complex
tasks, today the company calls it Platform id. Mr. Balbirnie is
responsible for the strategic leadership of the company and
oversees day-to-day operations. Under Mr. Balbirnie’s
direction, the Company has grown to serve over 2,000 public
companies since 2006. Mr. Balbirnie is an entrepreneur with more
than 20 years of experience in emerging industries. Prior to Issuer
Direct, Mr. Balbirnie was the founder and managing partner of
Catapult Company, a compliance and consulting practice focused on
the Sarbanes Oxley Act. Mr. Balbirnie also has served in C’
level capacities for various public and private companies. Prior to
and with Catapult, Mr. Balbirnie also advised several companies on
their public market strategies, Merger & Acquisitions as well
as their financial reporting requirements.
|
J. Patrick Galleher
|
|
|
Age 45
Director Since 2014
● Chairman of the Compensation Committee
● Chairman of the Strategic Advisory Committee
|
|
Professional Background and
Qualifications
Mr.
Galleher joined the Board of Directors of Issuer Direct Corporation
on March 11, 2014. Mr. Galleher is the Managing Partner for Boxwood
Partners, LLC, an investment bank in Richmond, Virginia, where he
leads transactions for Boxwood’s merger and acquisition
advisory services. He has led many transactions across several
industries including the sale of NSC Technologies, CoPak Solutions,
Dorsey Wright & Associates, a capital raise for Digital Risk,
the buy-outs of sweetFrog Yogurt, Yoga Direct, Yoga Accessories,
Everything Yoga and Red Rock Products. Mr. Galleher serves as
Chairman and Chief Executive Officer of sweetFrog Enterprises and
as Chairman of Shockoe Commerce Group, both portfolio companies of
Boxwood’s. Mr. Galleher holds a B.S. in Business
Administration from the University of Richmond and a degree from
the London Business School as well as attending the Centre for
Creative Leadership in Belgium.
|
|
|
|
Eric Frank
|
|
|
Age 53
Director Since 2017
● Chairman of the Technology Oversight Committee
● Member of the Compensation Committee
|
|
Professional Background and
Qualifications
Mr.
Frank joined the Board of Directors of Issuer Direct Corporation on
September 28, 2017.
Mr. Frank is a
senior executive and accomplished leader, known as a trusted
advisor to many data and analytics companies in the financial,
commercial real estate and agriculture sectors. Mr. Frank has built
and sold companies and has served as an operational leader
responsible for over 8,000 employees and contractors in
multi-billion-dollar revenue businesses. Since September 2012, Mr.
Frank has served as the President of Internet Technology &
Acceleration LLC as an executive advisor to private companies and
private equity sponsors, specifically in the B2B information space.
In this capacity, he has provided oversight of companies such as
AGDATA, Trepp and EDR. In April 2018, Mr. Frank agreed to become
the Chief Executive Officer of a to-be-named entity which will
focus broadly on building a platform related to real estate
information and related matters. From September 2014 until
March 2017, Mr. Frank served as Managing Director of DMGI/DMGT PLC,
overseeing their portfolio of US CRE information companies. Mr.
Frank was at Thomson Reuters,
a leading news and information
company,
from 2006 through 2012, most
recently as President, managing a $2.3 billion investment advisory
division that was a combination of the Thomson Financial and
Reuters which he led and helped shape into four operating units,
(Investment Management & Sell-Side Research, Investment
Banking, Wealth Management, and Corporate Services). Mr. Frank
began his career at Morgan Guaranty, helping create the award
winning ADR.com portal, which he later sold to Thomson Financial.
He also currently serves on the board of directors of WeConvene,
Social Market Analytics and RANE (Risk Assistance Network &
Exchange). Mr. Frank earned a Bachelor of General Studies from the
University of Michigan.
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|
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Michael Nowlan
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|
|
Age 59
Director Since 2017
● Chairman of the Audit Committee
|
|
Professional
Background and Qualifications
Mr. Nowlan joined the Board of
Directors of Issuer Direct Corporation on September 28, 2017. Mr.
Nowlan is an entrepreneurial business executive with over
thirty-five years’ experience across several different
industries. Mr. Nowlan currently provides executive consulting
services to private companies. Mr. Nowlan was Chief Executive
Officer of Primus Telecommunications Canada Inc. (and its related
US operating companies Primus Telecommunications Inc. and Lingo
Inc.) from late 2013 to 2016. Primus was a private company whose
principal business was re-selling of residential and commercial
telecommunications services within Canada and the United States Mr.
Nowlan supervised the sale of the Primus assets after it filed for
CCAA creditor protection in Canada and related recognition under
Chapter 15 of the US Bankruptcy Code in January 2016 as a result of
liquidity challenges due to competitive margin pressures and
over-leverage. Mr. Nowlan led Marketwired, a leading newswire
service, from 2001 to 2013 as President and Chief Executive
Officer, taking the company from a small information distribution
business operating only within Canada to a global business with
approximately $100 million in revenue across North and South
America, Europe, and the Far East. Under his leadership,
Marketwired executed several successful strategic acquisitions. He
transitioned the business to a SaaS business model and set the
strategy for the company to embrace the emerging technology trends
in the communication industry. Prior to joining Marketwired in 1999
as its Chief Financial Officer, Mr. Nowlan had wide financial
management experience including starting his career in 1982 at
PricewaterhouseCoopers where he remained until 1988. Mr. Nowlan is
a member of the Institute of Corporate Directors with the ICD.D
Certification, a CPA-CA since 1984. Mr. Nowlan has a Bachelor of
Commerce degree from Queen’s
University.
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Board Member
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Audit Committee
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Compensation Committee
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Strategic Advisory
Committee
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Technology Oversight
Committee
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Independent
Directors
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William
H. Everett *
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X
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X
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J.
Patrick Galleher *
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C
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C
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Eric
Frank *
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X
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C
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Michael
Nowlan *
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C
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Internal
Director
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Brian R
Balbirnie
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The Board of Directors recommends a vote "FOR" the election of five
(5) directors, until the next Annual Meeting or until their
successors are duly elected and qualified.
|
Audit Committee
|
|
|
Members:
● Michael Nowlan (Chairman)
● William H. Everett
Meetings in 2017: 8
|
|
Our
Audit Committee was implemented on October 23, 2013 and is
currently comprised of Messrs. Everett and Nowlan, each of whom our
Board has determined to be financially literate and qualify as an
independent director under the Independence Rules.
Mr.
Andre Boisvert served as a member of our Audit Committee until
September 28, 2017, when he elected to not stand for re-election
after serving over five years as a member of our Board and was
replaced by Mr. Nowlan. Mr. Boisvert was both financially literate
and an independent director under the Independence Rules at all
times while a member of our Audit Committee.
On
March 2, 2018, Mr. Nowlan replaced Mr. Everett as the chairman of
our Audit Committee. Mr. Everett remained as a member of the Audit
Committee. Both Messrs. Nowlan and Everett qualify as a financial
expert, as defined in Item 407(d)(5)(ii) of Regulation
S-K.
Responsibilities
The
Audit Committee’s duties are to recommend to our Board of
Directors the engagement of independent auditors to audit our
financial statements and to review our accounting and auditing
principles. The Audit Committee will review the scope, timing and
fees for the annual audit and the results of audit examinations
performed by the independent public accountants, including their
recommendations to improve the system of accounting and internal
controls. During the year ended December 31, 2017, our Audit
Committee met eight times.
|
Compensation Committee
|
|
|
Members:
● J. Patrick Galleher (Chairman)
● Eric Frank
Meetings in 2017:
3
|
|
Our
Compensation Committee was implemented on October 23, 2013 and is
currently comprised of Messrs. Frank and Galleher, each of whom our
Board has determined to qualify as an independent director under
the Independence Rules. Mr. Galleher is the chairman of our
Compensation Committee.
Mr.
Andre Boisvert served as the Chairman of our Compensation Committee
until September 28, 2017, when he elected to not stand for
re-election after serving over five years as a member of our Board
and was replaced by Mr. Galleher. At the same time, Mr. Frank
replaced Mr. Everett on the Compensation Committee. Messrs.
Boisvert and Everett were independent directors under the
Independence Rules at all times while members of our Compensation
Committee.
Responsibilities
The
Compensation Committee reviews and approves our salary and benefits
policies, including compensation of executive officers and
directors. The Compensation Committee also administers our stock
option plans and recommends and approves grants of stock options
under such plans. During the year ended December 31, 2017, our
Compensation Committee held three meetings.
|
Strategic Advisory Committee
|
|
|
Members:
● J. Patrick Galleher (Chairman)
● William H. Everett
|
|
Our
Strategic Advisory Committee was implemented on January 25, 2016
and is currently comprised of Messrs. Everett and Galleher. Mr.
Galleher is the chairman of our Strategic Advisory
Committee.
Responsibilities
The
Strategic Advisory Committee assists our Board of Directors and
management in evaluating areas such as joint ventures,
partnerships, strategic acquisitions and mergers and acquisitions.
During the year ended December 31, 2017, our Strategic Advisory
Committee held four meetings.
|
Technology Oversight Committee
|
|
|
Member:
● Eric Frank (Chairman)
|
|
Our
Technology Oversight Committee was implemented on August 11, 2017
and is currently comprised of Mr. Frank, as its Chairman.
Responsibilities
The
Technology Oversight Committee’s main objectives are (i) to
ensure that our R&D function is building secure, quality and
scalable application software within the time frame, specifications
and budget contained in our plan of record and (ii) to ensure we
are taking the necessary and prudent steps to safeguard our
customers’ private and confidential information, including
financial date, from cybersecurity
attacks.
|
Director
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Warrant
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Non-qualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
Andre M. Boisvert
(1)
|
$
27,000
|
$
-
|
$
-
|
$
-
|
$
-
|
$
-
|
$
27,000
|
William H.
Everett
|
$
40,500
(2)
|
$
70,720
(3)
|
$
-
|
$
-
|
$
-
|
$
-
|
$
111,220
|
Eric
Frank
|
$
9,000
|
$
70,720
(3)
|
$
-
|
$
-
|
$
-
|
$
-
|
$
79,720
|
J. Patrick
Galleher
|
$
36,000
|
$
70,720
(3)
|
$
-
|
$
-
|
$
-
|
$
-
|
$
106,720
|
Michael
Nowlan
|
$
9,000
|
$
70,720
(3)
|
$
-
|
$
-
|
$
-
|
$
-
|
$
79,720
|
Name
of Beneficial Owner
|
Number of Shares
Owned
(1)
|
Percentage Owned
(1)
|
Brian R. Balbirnie
(2)(3)
|
623,601
(5)
|
20.36
%
|
Steven Knerr
(2)
|
37,500
(6)
|
1.21
%
|
William H. Everett
(3)
|
38,428
(7)
|
1.25
%
|
J. Patrick Galleher
(3)
|
68,000
(8)
|
2.18
%
|
Eric Frank
(3)
|
2,000
(9)
|
0.07
%
|
Michael Nowlan
(3)
|
2,000
(10)
|
0.07
%
|
James Michael
(4)
|
251,100
|
8.20
%
|
All officers, directors, and management as a group (6
persons)
|
1,005,961
|
32.05
%
|
Other
beneficial holders:
|
|
|
EQS Group AG
|
291,916
|
9.53
%
|
Yorkmont Capital Partners, LP
|
284,765
(11)
|
9.30
%
|
Richard H. Witmer
|
190,444
|
6.22
%
|
(1)
|
Applicable
percentage of ownership is based on a total of 3,155,060 shares of
common stock, which consist of 3,062,120 shares of common stock
outstanding on April 20, 2018, plus shares that are beneficially
owned as of that date. Beneficial ownership is determined in
accordance with rules of the Securities and Exchange Commission and
means voting or investment power with respect to securities. Shares
of our common stock issuable upon restricted stock units and the
exercise of stock options exercisable currently or within 60 days
of April 20, 2018 are deemed outstanding and to be beneficially
owned by the person holding such option for purposes of computing
such person’s percentage ownership, but are not deemed
outstanding for the purpose of computing the percentage ownership
of any other person.
|
(2)
|
Officer.
|
|
|
(3)
|
Director.
|
|
|
(4)
|
Management.
|
|
|
(5)
|
Includes
334 restricted stock units granted to spouse which will vest on
January 1, 2019 and options issued to spouse to purchase 438 shares
of common stock that are currently exercisable or exercisable
within 60 days of April 20, 2018.
|
|
|
(6)
|
Includes
options to purchase 27,500 shares of common stock that are
currently exercisable or exercisable within 60 days of April 20,
2018.
|
|
|
(7)
|
Includes
2,000 restricted stock units which will vest on September 28, 2018
and 8,334 restricted stock units which will vest on January 21,
2019.
|
|
|
(8)
|
Includes
2,000 restricted stock units which will vest on September 28, 2018,
8,334 restricted stock units which will vest on January 21, 2019
and options to purchase 40,000 shares of common stock that are
currently exercisable.
|
|
|
(9)
|
Includes
2,000 restricted stock units which will vest on September 28,
2018.
|
|
|
(10)
|
Includes
2,000 restricted stock units which will vest on September 28,
2018.
|
|
|
(11)
|
Includes
50,000 shares of common stock held by Graeme P. Rein. According to
Amendment No. 4 to the Schedule 13G filed by Yorkmont Capital
Partners, LP on January 4, 2018, Mr. Rein has sole voting and
disposition power with respect to all of the shares of common stock
held by Yorkmont Capital Partners, LP.
|
Name
and Principal Position
|
Year
|
Salary
|
Deferred
Compensation
|
Bonus
|
Stock
Awards
|
Option/Warrant
Awards
|
All
Other Compensation
|
Total
|
Brian R.
Balbirnie
|
2017
|
$195,000
|
$-
|
$32,000
|
$-
|
$-
|
$-
|
$227,000
|
President and Chief Executive Officer
|
2016
|
$185,000
|
$-
|
$93,883
|
$-
|
$-
|
$-
|
$278,883
|
Steven
Knerr
|
2017
|
$160,333
|
$-
|
$19,800
|
$-
|
$-
|
$-
|
$180,133
|
Chief Financial Officer
|
2016
|
$151,000
|
$-
|
$59,601
|
$-
|
$-
|
$-
|
$210,601
|
COMPENSATION COMMITTEE REPORT
|
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis with the members of management
of the Company and, based on such review and discussions, the
Compensation Committee recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in this Proxy
Statement.
|
The Compensation Committee
|
|
J. Patrick Galleher (Chairman)
|
Eric Frank
|
|
|
The Board of Directors recommends a vote "FOR" the advisory vote on
executive compensation disclosed in the compensation discussion and
analysis, the accompanying compensation tables, and the related
narrative disclosure.
|
|
Year Ended December 31,
|
|
|
2017
|
2016
|
Audit
fees
|
$
131,900
|
$
111,500
|
Tax
fees
|
---
|
---
|
All
other fees
|
---
|
---
|
Total
fees
|
$
131,900
|
$
111,500
|
|
The Board of Directors recommends a vote "FOR" the ratification of
the appointment of Cherry Bekaert LLP as the independent registered
public accounting firm.
|
REPORT OF THE AUDIT COMMITTEE
|
On
October 23, 2013 the Company established an Audit Committee of the
Board of Directors. The Audit Committee consists of two members,
Messrs. Everett and Nowlan. All the members are independent
directors under the NYSE and SEC Audit Committee structure and
membership requirements. The Audit Committee has certain duties and
powers as described in its written charter, a copy of which can be
found on the company’s website at
http://cdn.irdirect.net/IR/432/1220/Audit-Committee-Charter-Final-Exhibit-A%20(1).pd
f
.
The
Audit Committee has reviewed and discussed the Company’s
audited financial statements and related footnotes for the fiscal
year ended December 31, 2017, and the independent auditor’s
report on those financial statements, with management and with our
independent auditor, Cherry Bekaert LLP (“Cherry
Bekaert”). The Audit Committee has also discussed with Cherry
Bekaert the matters required to be discussed by the statement on
Auditing Standard No. 16, “Communications with Audit
Committees” issued by the Public Company Accounting Oversight
Board. The Audit Committee has also received the written
disclosures and the letter from Cherry Bekaert required by
applicable requirements of the Public Company Accounting Oversight
Board regarding Cherry Bekaert’s communications with the
Audit Committee concerning independence, and has discussed with
Cherry Bekaert that firm’s independence.
Based
on the review and the discussions referred to in the preceding
paragraph, the Audit Committee recommended to the Board of
Directors that the Company’s audited financial statements be
included in the Company’s Annual Report on Form 10-K and the
Form 10-K/A for the fiscal year ended December 31, 2017 that were
filed with the SEC.
|
The Audit Committee
|
|
Michael Nowlan (Chairman)
|
William H. Everett
|
|
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