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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Motorcar Parts and Associates Inc | NASDAQ:MPAA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.03 | 0.53% | 5.64 | 4.11 | 5.69 | 5.86 | 5.48 | 5.76 | 58,745 | 21:30:00 |
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☑
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to §240.14a-12
|
|
| |
|
✔
|
Implemented safety protocols in all of our global facilities -- including the United States, Mexico, Malaysia, Canada, China, and India
|
✔
|
Reported record revenue, strong profitability, and positive cash flow along with solid liquidity
|
✔
|
Reduced our net debt by approximately $37.6 million and reduced our leverage ratio
|
✔
|
Completed a state-of-the-art 410,000 square foot distribution center in Mexico
|
✔
|
Completed state-of-the-art brake caliper remanufacturing facilities and infrastructure, including core sorting and distribution
|
✔
|
Established new, low-cost brake booster remanufacturing operations in Mexico
|
✔
|
Opened a new manufacturing facility for wheel hubs and bearings in Malaysia
|
✔
|
Completed a full-quality control lab in China
|
✔
|
Entered key strategic partnerships for our EV initiatives, positioning ourselves for excellent growth opportunities
|
✔
|
Announced and received numerous EV product orders, highlighting our success of these strategic initiatives
|
✔
|
Successfully launched new product lines
|
✔
|
Received commitments for new business, paving the way for a sales run rate of near $600 million
|
✔
|
Received multiple customer awards recognizing our value-added service and commitment
|
(1)
|
The election of the ten directors named in the accompanying proxy statement to our Board of Directors to serve for a term of one year or until their successors are duly elected and qualified;
|
(2)
|
The ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the Fiscal year ending March 31, 2022;
|
(3)
|
The approval, on a non-binding advisory basis, of the compensation of our named executive officers (say on pay); and
|
(4)
|
The transaction of such other business as may come properly before the meeting, or any meetings held upon adjournment or postponement of the meeting.
|
•
|
for our Board of Directors’ slate of nominees;
|
•
|
to ratify the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending March 31, 2022;
|
•
|
for the approval on a non-binding advisory basis of the compensation of our named executive officers (“NEOs”); and
|
•
|
as recommended by our Board of Directors with regard to all other matters, in its discretion.
|
OUR POLICY OR
PRACTICE
|
| |
DESCRIPTION AND BENEFIT TO OUR SHAREHOLDERS
|
SHAREHOLDER RIGHTS
|
|||
Annual Election of Directors
|
| |
Our directors are elected annually, allowing our shareholders to hold them accountable for the discharge of their duties.
|
Single Class of Outstanding
Voting Stock
|
| |
We have no class of preferred stock outstanding, meaning our common shareholders control our company, with equal voting rights. All common shareholders are entitled to vote for each proposal.
|
Majority Voting for
Director Elections
|
| |
We have a majority vote standard for uncontested director elections, which increases Board accountability to our shareholders.
|
Mandatory Director
Resignation Policy
|
| |
Incumbent directors must tender their resignation effective upon the failure to receive the required number of votes and the acceptance by our Board.
|
Ability to Amend Bylaws
|
| |
Our shareholders have the ability to amend our bylaws by a majority vote.
|
No Exclusive Forum or Fee Shifting Bylaws
|
| |
Our bylaws do not require that certain shareholder disputes be brought in a particular forum nor are shareholders required to pay our legal fees if they do not substantially prevail in any litigation brought against our company.
|
No Poison Pill
|
| |
We do not have a shareholder rights plan (commonly referred to as a “poison pill”).
|
BOARD STRUCTURE
|
|||
Governance
Guidelines
|
| |
Our Code of Business Conduct and Ethics provide shareholders with information regarding the policies applicable to our Board and officers.
|
Majority
Independent
|
| |
Nine of our ten director nominees, or 90%, are independent, ensuring that our Board oversees our company without undue influence from management.
|
Lead Independent Director
|
| |
Our Lead Independent Director is selected by our independent directors to preside at executive sessions of independent directors.
|
Director Ownership
Guidelines
|
| |
Under our ownership guidelines, directors are required to own stock worth 3x their annual cash retainer within approximately 5 years of joining the Board or the date of the guidelines.
|
Committee
Governance
|
| |
Our Board Committees have written charters and are comprised exclusively of independent directors. Committee composition and charters are reviewed annually by our Board. Information is available on our website.
|
Overboarding
|
| |
None of our directors serve on more than three public company boards.
|
Board Refreshment
Process
|
| |
Our Board or our Nominating and Governance Committee annually evaluates our directors and Board composition focused on the alignment of director skills and corporate strategy.
|
Performance Evaluations
|
| |
Our Board’s Nominating and Corporate Governance Committee oversees a Performance Evaluations Access to Management and Experts Succession Planning performance evaluation of our Board and its Committees and leadership to ensure that they continue to serve the best interests of shareholders.
|
Access to Management
and Experts
|
| |
Our Board and Committees have complete access to all levels of management and can engage advisors at our expense, giving them access to employees with direct responsibility for managing our company and experts to help them fulfill their oversight responsibilities on behalf of our shareholders.
|
Succession Planning
|
| |
Our Board’s Compensation Committee and/or the full Board reviews senior executive successors to identify and develop our future leaders and ensure business continuity if any of these key employees were to leave our company.
|
•
|
Leveraging the Company’s leadership and more than 50-year history in remanufacturing to further improve the Company’s global environmental footprint. Examples include:
|
○
|
State of the art remanufacturing facilities in Torrance, California and Tijuana, Mexico which recycle almost all materials from copper to water
|
○
|
A new state-of-the art distribution center at the Company’s Tijuana, Mexico facility utilizing high-tech, energy efficient forklift machinery and a centralized recharging operation.
|
○
|
Opportunities to consolidate product shipments to customers -- reducing fuel consumption with related air quality improvements.
|
•
|
Board diversity
|
•
|
A focus on increasing employee diversity to exceed the current more than one third female workforce on a global basis.
|
•
|
Promoting a respectful workplace environment has contributed to an employee retention rate of more than 93%
|
•
|
Honoring traditions and customs of the communities where we have a presence.
|
•
|
SMART (specific, measurable, attainable, realistic, and time-bound) performance metrics tied to incentive/bonus policies.
|
•
|
Strong culture of quality and innovation.
|
•
|
Sorting the broken-down units returned by customers utilizing an innovative and efficient core-sorting process.
|
•
|
Reconditioning and re-utilizing durable components after passing rigorous testing processes.
|
•
|
Savings of approximately 58 tons of raw materials in fiscal 2020, due to a reduction in the required materials in the remanufacturing production process, compared with new product processes.
|
•
|
Recycling of approximately 370,000 tons of water per year.
|
•
|
Recycling of 298 tons of cardboard and 2,147 tons of metal from our Torrance facility alone.
|
•
|
compliance with governmental laws, rules and regulations
|
•
|
confidentiality
|
•
|
conflicts of interest and corporate opportunities
|
•
|
insider trading, which is supplemented by a robust policy applicable to the Company’s directors, officers and employees.
|
•
|
director qualifications, including a statement that the Company seeks directors with a diverse set of expertise and experience, that the Company values integrity and the ability to work with other members of the board and senior management, and also that the Company will take into account the diversity of a candidate’s perspectives, background and other demographics and characteristics.
|
•
|
Related Person Transaction Policy. This policy makes certain material transactions between a company and related persons subject to approval or ratification in order to avoid conflicts of interest or the perception thereof. The policy includes the following terms:
|
•
|
“Related Person” includes directors, executive officers, beneficial owners of more than 5% of the
|
•
|
Company’s securities, immediate family members of the foregoing, and other related entities.
|
•
|
$120,000 materiality threshold for applicability of the policy.
|
•
|
The policy requires annual Audit Committee status reports on related person transactions.
|
•
|
Various types of transactions are automatically pre-approved under the policy, including regular executive compensation reported on the Company’s proxy statement pursuant to Item 402 of Regulation S-K and ordinary-course transactions where a related person owns 10% or less of the equity interest in another party to the related party transaction.
|
•
|
Clawback Policy. This policy allows the Company to recoup certain compensation awards paid to executives in the event of restatement of the financial results upon which the awards were based. The policy includes the following terms:
|
•
|
The policy is triggered when there is a restatement to the Company’s financial statements to correct a material error that the Board or Compensation Committee determines is a result of fraud or intentional misconduct of a participant in the Company’s incentive plans.
|
•
|
The policy applies to all bonuses, incentive compensation, and equity-based awards granted after the end of Fiscal 2017.
|
•
|
Stock Ownership Guidelines. These guidelines were adopted on February 17, 2017, and clarified on January 20, 2021. They serve to align the interests of directors and officers with those of our shareholders by requiring them to acquire and hold an amount of stock with an aggregate market value equal to a specified multiple of their base salary or cash retainer (as applicable). The guidelines allow: 1) unvested restricted stock vesting purely on a time basis, 2) shares held in trust and 3) vested in the money stock options to be counted toward the stock owned under the guidelines. Once a director and/or officer meets the stock ownership guidelines they will not fall out of compliance based solely on a stock price decline.
|
•
|
The Chief Executive Officer is expected to hold, within approximately 5 years after attaining his or her position or the date of the guidelines, shares of Company common stock worth 3 times his or her base salary.
|
•
|
Named executive officers other than the Chief Executive Officer are expected to hold, within approximately 5 years after attaining their position or the date of the guidelines, shares of Company common stock worth 2 times their base salary.
|
•
|
Each non-employee director is expected to hold, within approximately 5 years after attaining his or her position or the date of the guidelines, shares of Company common stock worth 3 times his or her annual cash retainer.
|
•
|
As of March 31, 2021, Mr. Joffe held shares of Company common stock worth well in excess of 3 times his base salary, Mr. Lee, Mr. Schooner, Mr. Mochulsky and Ms. Stone each held shares of
|
•
|
the Compensation Committee hired Willis Towers Watson to complete an overall review of our entire compensation program (Please see, Engagement of Compensation Committee Consultant section below);
|
•
|
the Board reconfigured the Committees limiting assignments for Committee Chairs, and reducing the number of committees each director served upon;
|
•
|
we heightened our commitment to and disclosure of our work relative to ESG, a natural fit for a company that focuses on remanufacturing and electrification of vehicles to substantially eliminate the automotive carbon footprint;
|
•
|
the Compensation Committee:
|
(a)
|
required shareholder return metrics be included in the Company and individual portion of each NEO’s annual incentive (bonus) metric in Fiscal 2021, and increased the weighting of such shareholder focused return metrics in Fiscal 2022;
|
(b)
|
required shareholder return metrics in a majority of the equity granted after such shareholder discussions, meaning the Fiscal 2022 grants, including grants of long-term performance restricted stock units vesting over three years instead of stock options vesting only with the passage of time;
|
(c)
|
The metrics for the CEO’s restricted stock grant for Fiscal 2021, include a balance of incentives for timely execution of the strategic initiatives discussed, and shareholder return metrics. The metrics for the CEO restricted stock grant in Fiscal 2022 focused on companywide metrics rather than strategic initiatives and include (Pre-tax ROIC, EBITDA with certain adjustments, and Net Sales).
|
Name
|
| |
Age
|
| |
Position with the Company
|
David Lee
|
| |
51
|
| |
Chief Financial Officer
|
Richard Mochulsky
|
| |
63
|
| |
SVP, Sales and Marketing
|
Doug Schooner
|
| |
52
|
| |
Chief Manufacturing Officer, SVP, Operations for
Under-the-Car Product Lines
|
Juliet Stone
|
| |
48
|
| |
Vice President, Secretary and General Counsel
|
✔
|
Implemented safety protocols in all of our global facilities -- including the United States, Mexico, Malaysia, Canada, China, and India
|
✔
|
Reported record revenue, strong profitability, and positive cash flow along with solid liquidity
|
✔
|
Reduced our net debt by approximately $37.6 million and reduced our leverage ratio
|
✔
|
Completed a state-of-the-art 410,000 square foot distribution center in Mexico
|
✔
|
Completed state-of-the-art brake caliper remanufacturing facilities and infrastructure, including core sorting and distribution
|
✔
|
Established new, low-cost brake booster remanufacturing operations in Mexico
|
✔
|
Opened a new manufacturing facility for wheel hubs and bearings in Malaysia
|
✔
|
Completed a full-quality control lab in China
|
✔
|
Entered key strategic partnerships for our EV initiatives, positioning ourselves for excellent growth opportunities
|
✔
|
Announced and received numerous EV product orders, highlighting our success of these strategic initiatives
|
✔
|
Successfully launched new product lines
|
✔
|
Received commitments for new business, paving the way for a sales run rate of near $600 million
|
✔
|
Received multiple customer awards recognizing our value-added service and commitment
|
•
|
Provide appropriate incentives to our executive officers to implement our strategic business objectives and achieve the desired Company performance
|
•
|
Reward our executive officers for their contribution to our success in building long-term shareholder value
|
•
|
Provide compensation that will attract and retain superior talent and reward performance.
|
Named Executive Officer
|
| |
Base Salary
|
Selwyn Joffe
|
| |
$752,960
|
David Lee
|
| |
$319,000
|
Rick Mochulsky
|
| |
$278,300
|
Doug Schooner
|
| |
$388,800
|
Juliet Stone
|
| |
$325,000
|
|
| |
% of Company
Performance Goal
target bonus
|
| |
Threshold (80%)
|
| |
Target (100%)
|
| |
Maximum (120%)
|
EBITDA
|
| |
50% weight
|
| |
$61,599,200
|
| |
$76,999,000
|
| |
$92,398,800
|
Pre-tax ROIC
|
| |
25% weight
|
| |
15%
|
| |
18%
|
| |
21%
|
Net Sales Run Rate
|
| |
25% weight
|
| |
$540,000,000
|
| |
$600,000,000
|
| |
$660,000,000
|
|
| |
% of target bonus
|
| |
Actual
|
| |
% of Target Reached
|
| |
Bonus
|
EBITDA
|
| |
50% weight
|
| |
$77,092,000
|
| |
100.1%
|
| |
50.05%
|
Pre-tax ROIC
|
| |
25% weight
|
| |
19.1%
|
| |
107.3%
|
| |
26.83%
|
Net Sales Run Rate
|
| |
25% weight
|
| |
$583,800,000
|
| |
94.6%
|
| |
23.65%
|
Named Executive Officer
|
| |
Total Target
Incentive
Compensation
|
| |
Targeted Compensation
for Achieving the
Targeted Performance
on the Company
Performance Goal
(70% of Total)
|
| |
Targeted
Compensation for
Achieving
Individual Goals
(30%)
|
Selwyn Joffe
|
| |
$790,608
|
| |
$553,426
|
| |
$237,182
|
David Lee
|
| |
$175,450
|
| |
$122,815
|
| |
$52,635
|
Richard Mochulsky
|
| |
$111,320
|
| |
$77,924
|
| |
$33,396
|
Doug Schooner
|
| |
$136,080
|
| |
$95,256
|
| |
$40,824
|
Juliet Stone
|
| |
$97,500
|
| |
$68,250
|
| |
$29,250
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage
Achievement
|
| |
Weighted
Achievement
|
|
|
EBITDA with adjustments / 33.3%
|
| |
Actual EBITDA exceeded the target EBITDA
|
| |
100.1%
|
| |
33.3%
|
|
|
Net Sales Run Rate / 33.3%
|
| |
Net sales run rate exceeded the threshold net sales run rate
|
| |
94.6%
|
| |
31.5%
|
|
|
Pre-tax return on invested capital (ROIC) / 33.4%
|
| |
Pre-tax ROIC exceeded the target pre-tax ROIC.
|
| |
107.3%
|
| |
35.8%
|
|
|
|
| |
|
| |
|
| |
100.7%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage
Achievement
|
| |
Weighted
Achievement
|
|
|
Maximize company’s cash flow to ensure the most efficient capital structure maintaining liquidity and optimal operating metrics to build shareholder value / 30.0%
|
| |
Positive cash flow was maintained, optimal operating metrics achieved
|
| |
120.0%
|
| |
36.0%
|
|
|
Manage total shareholder return
metrics / 30.0%
|
| |
Met target shareholder return targets
|
| |
100.0%
|
| |
30.0%
|
|
|
Integrate continuous improvement of ERP systems / 20.0%
|
| |
Progress made on the implementation of the Company's ERP system at Dixie
|
| |
90.0%
|
| |
18.0%
|
|
|
Optimize internal control and Sox compliance systems / 20.0%
|
| |
Met optimal internal control goals
|
| |
120.0%
|
| |
24.0%
|
|
|
|
| |
|
| |
|
| |
108.0%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage
Achievement
|
| |
Weighted
Achievement
|
|
|
Achieve sales target by increasing
sales / 35.0%
|
| |
Exceeded 100% of sales target
|
| |
80.0%
|
| |
28.0%
|
|
|
Expand sales of brake caliper
products to Customer A / 15.0%
|
| |
Sales of brake caliper products commenced with Customer A
|
| |
100.0%
|
| |
15.0%
|
|
|
Successful group approval by “Alliance” and “the group” for
calipers / 15.0%
|
| |
Number of groups approved met goal threshold
|
| |
80.0%
|
| |
12.0%
|
|
|
Expand virtual training / 5.0%
|
| |
Executed expanded virtual training
|
| |
100.0%
|
| |
5.0%
|
|
|
Expand sales of brake booster products and brake caliper products to Customer B / 20.0%
|
| |
Achieved expansion of sales of certain product lines to Customer B
|
| |
90.0%
|
| |
18.0%
|
|
|
Increase Dixie sales / 10.0%
|
| |
Achieved modest increase in sales for Dixie
|
| |
60.0%
|
| |
6.0%
|
|
|
|
| |
|
| |
|
| |
84.0%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage
Achievement
|
| |
Weighted
Achievement
|
|
|
Transfer Manufacturing/Distribution to lower cost countries according to pre-determined timeline / 65.0%
|
| |
Implemented brake booster manufacturing in Mexico ahead of schedule exceeding budgeted cost savings (25.0% of goal)
|
| |
120.0%
|
| |
30.0%
|
|
|
|
| |
Brake caliper production capacity ramp-up in Mexico ahead of schedule (25.0% of goal)
|
| |
120.0%
|
| |
30.0%
|
|
|
|
| |
Transition of wheel hub distribution to Mexico ahead of schedule exceeding budgeted cost savings (15.0% of goal)
|
| |
120.0%
|
| |
18.0%
|
|
|
Transition manufacturing of turbochargers to Torrance / 15.0%
|
| |
Transition of turbochargers was completed ahead of schedule (15.0% of goal)
|
| |
120.0%
|
| |
18.0%
|
|
|
Dixie operations integration/reduction of production costs per unit/improvement of production metrics / 20.0%
|
| |
Integration completed ahead of schedule and reduction in production costs exceeded budgeted cost savings (20.0% of goal)
|
| |
120.0%
|
| |
24.0%
|
|
|
|
| |
|
| |
|
| |
120.0%
|
|
|
Strategic Performance Metric / %
|
| |
Achievement Specifics
|
| |
Percentage
Achievement
|
| |
Weighted
Achievement
|
|
|
Reduce spending on outside legal counsel for non-litigation/regulatory matters over Fiscal 2020 / 40.0%
|
| |
Achieved cost savings in excess of 46%
|
| |
120.0%
|
| |
48.0%
|
|
|
Provide legal counsel and advice while improving customer satisfaction / 30.0%
|
| |
Customer satisfaction met target goals
|
| |
100.0%
|
| |
30.0%
|
|
|
Legal and strategic advice on M&A/structural endeavors to executive management and the board of directors / 20.0%
|
| |
Majority of advice given/reliance on outside legal counsel only for major issues
|
| |
100.0%
|
| |
20.0%
|
|
|
Choose contract management system (Year 1), oversee implementation of contract management system (Year 2) / 10.0%
|
| |
New contract management system has been selected
|
| |
80.0%
|
| |
8.0%
|
|
|
|
| |
|
| |
|
| |
106.0%
|
|
Named Executive Officer
|
| |
Target Incentive
Payment
|
| |
Company
Performance
Related Incentive
Payment
|
| |
Individual Goal
Incentive Payment
|
| |
Total Actual
Incentive Payment
|
Selwyn Joffe
|
| |
$790,608
|
| |
$556,430
|
| |
$238,803
|
| |
$795,233
|
David Lee
|
| |
$175,450
|
| |
$123,480
|
| |
$56,846
|
| |
$180,326
|
Richard Mochulsky
|
| |
$111,320
|
| |
$78,330
|
| |
$28,053
|
| |
$106,383
|
Doug Schooner
|
| |
$136,080
|
| |
$95,760
|
| |
$48,989
|
| |
$144,749
|
Juliet Stone
|
| |
$97,500
|
| |
$68,600
|
| |
$31,005
|
| |
$99,605
|
Named Executive Officer
|
| |
Stock
Options
|
| |
Grant Date
Fair Value of
Stock Options
|
| |
Performance-
based Stock
Options
|
| |
Grant Date
Fair Value of
Performance-
based Stock
Options
|
| |
Restricted
Stock Units
|
| |
Grant Date
Fair Value of
Restricted
Stock Units
|
| |
Performance-
based
Restricted
Stock
|
| |
Grant Date
Fair Value of
Performance-
based
Restricted
Stock
|
Selwyn Joffe
|
| |
—
|
| |
$—
|
| |
101,374
|
| |
$662,343
|
| |
46,905
|
| |
$709,204
|
| |
100,000
|
| |
$1,803,000
|
David Lee
|
| |
—
|
| |
$—
|
| |
16,967
|
| |
$110,857
|
| |
7,850
|
| |
$118,692
|
| |
—
|
| |
$—
|
Richard Mochulsky
|
| |
—
|
| |
$—
|
| |
7,129
|
| |
$46,578
|
| |
3,299
|
| |
$49,881
|
| |
—
|
| |
$—
|
Doug Schooner
|
| |
—
|
| |
$—
|
| |
7,129
|
| |
$46,578
|
| |
3,299
|
| |
$49,881
|
| |
—
|
| |
$—
|
Juliet Stone
|
| |
7,129
|
| |
$46,578
|
| |
—
|
| |
$—
|
| |
3,299
|
| |
$49,881
|
| |
—
|
| |
$—
|
1)
|
Launch Reman Brake Calipers (50%)
|
a.
|
Substantial completion of buildings in Mexico (50%)
|
b.
|
Ramp-up of Brake Caliper Operations to Target production as of 3/31/21 (50%)
|
2)
|
Substantially Finish Moving Brake Boosters Hydro Production to Mexico, including production ramp up (16%)
|
3)
|
Consolidated Net Sales Run Rate (actual and committed by 3/31/21 of $600,000,000 (34%)
|
Metric
|
| |
Allocation
|
| |
Vesting
|
| |
Total
|
Brake Caliper Launch
|
| |
50%
|
| |
100%
|
| |
50,000
|
Brake Boosters
|
| |
16%
|
| |
100%
|
| |
16,000
|
Net Sales Run Rate
|
| |
34%
|
| |
97.3%
|
| |
33,082
|
TOTAL
|
| |
|
| |
99.1%
|
| |
99,082
|
Name & Principal Position
|
| |
Fiscal
Year
|
| |
Salary(1)
|
| |
Bonus(2)
|
| |
Stock
Awards(3)
|
| |
Options
Awards(3)
|
| |
Non-Equity
Incentive Plan
Compensation(4)
|
| |
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
| |
All Other
Compensation(5)
|
| |
Total
|
Selwyn Joffe
Chairman of the Board,
President and CEO
|
| |
2021
|
| |
$596,036
|
| |
$100
|
| |
$2,512,204
|
| |
$662,343
|
| |
$795,233
|
| |
$—
|
| |
$108,914
|
| |
$4,674,829
|
|
2020
|
| |
752,960
|
| |
100
|
| |
709,109
|
| |
775,039
|
| |
747,622
|
| |
—
|
| |
102,115
|
| |
3,086,945
|
||
|
2019
|
| |
752,960
|
| |
100
|
| |
2,044,150
|
| |
728,088
|
| |
—
|
| |
—
|
| |
155,434
|
| |
3,680,732
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
David Lee
Chief Financial Officer
|
| |
2021
|
| |
$285,873
|
| |
$100
|
| |
$118,692
|
| |
$110,857
|
| |
$180,326
|
| |
$—
|
| |
$70,057
|
| |
$765,904
|
|
2020
|
| |
319,000
|
| |
100
|
| |
118,683
|
| |
129,718
|
| |
165,895
|
| |
—
|
| |
68,164
|
| |
801,560
|
||
|
2019
|
| |
319,000
|
| |
100
|
| |
104,500
|
| |
122,221
|
| |
—
|
| |
—
|
| |
97,642
|
| |
643,463
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
SVP, Sales and Marketing
|
| |
2021
|
| |
$249,400
|
| |
$100
|
| |
$49,881
|
| |
$46,578
|
| |
$106,383
|
| |
$—
|
| |
$60,813
|
| |
$513,155
|
|
2020
|
| |
274,894
|
| |
100
|
| |
49,865
|
| |
54,503
|
| |
104,473
|
| |
—
|
| |
52,218
|
| |
536,053
|
||
|
2019
|
| |
253,000
|
| |
100
|
| |
38,000
|
| |
43,650
|
| |
—
|
| |
—
|
| |
99,380
|
| |
434,130
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
Chief Manufacturing Officer, SVP, Operations Under-the-Car Product Lines
|
| |
2021
|
| |
$348,425
|
| |
$100
|
| |
$49,881
|
| |
$46,578
|
| |
$144,749
|
| |
$—
|
| |
$75,434
|
| |
$665,167
|
|
2020
|
| |
362,216
|
| |
100
|
| |
49,865
|
| |
54,503
|
| |
119,952
|
| |
—
|
| |
69,460
|
| |
656,096
|
||
|
2019
|
| |
333,254
|
| |
100
|
| |
38,000
|
| |
43,650
|
| |
—
|
| |
—
|
| |
98,069
|
| |
513,073
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Juliet Stone
Vice President, Secretary and General Counsel
|
| |
2021
|
| |
$291,250
|
| |
$100
|
| |
$49,881
|
| |
$46,578
|
| |
$99,605
|
| |
$—
|
| |
$78,217
|
| |
$565,632
|
(1)
|
Salaries reflect actual amounts earned and paid with respect to services in Fiscal 2021, and take into account salary reductions for a portion of the year. Mr. Joffe’s salary includes $24,000 to pay for disability insurance, as discussed in his CEO Employment Agreement.
|
(2)
|
Amounts in the “Bonus” column include a $100 bonus paid to each of the Company’s employees during December of each year, including the named executive officers as a holiday gift to buy groceries.
|
(3)
|
Stock and option award amounts represent the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of stock awards and options granted during the fiscal years ended March 31, 2021, 2020, and 2019. We provide information regarding the assumptions used to calculate the value of all options and stock awards made to executive officers in Note 2 to the Company’s consolidated financial statements contained in its Annual Report on Form 10-K filed on June 14, 2021. For Mr. Joffe, the stock awards for fiscal 2021 and 2019 include a grant of restricted stock that vest based on performance measures determined in accordance with Mr. Joffe’s employment agreement, as amended. For more detail on these awards, see “Compensation Discussion and Analysis—Determining Executive Compensation—Equity-Based Incentive Programs.”
|
(4)
|
Represents amounts awarded to named executive officers based on the achievement of Performance Goals under the Company’s Annual Cash-Based Incentive Program. See “Compensation Discussion & Analysis—Determining Executive Compensation—Annual Cash-Based Incentive Program” for more information.
|
(5)
|
The following chart is a summary of the items that are included in the “All Other Compensation” totals for the fiscal year ended March 31, 2021:
|
Name
|
| |
Automobile
Expenses
|
| |
Insurance
Premiums(1)
|
| |
401K
Employer's
Contribution
|
| |
Deferred
Compensation
Plan
Employer's
Contribution
|
| |
Other
|
| |
Total
|
Selwyn Joffe
|
| |
$18,000
|
| |
$45,354
|
| |
$5,250
|
| |
$40,310
|
| |
$—
|
| |
$108,914
|
David Lee
|
| |
$—
|
| |
$64,981
|
| |
$5,076
|
| |
$—
|
| |
$—
|
| |
$70,057
|
Richard Mochulsky
|
| |
$—
|
| |
$46,340
|
| |
$3,857
|
| |
$10,616
|
| |
$—
|
| |
$60,813
|
Doug Schooner
|
| |
$—
|
| |
$64,981
|
| |
$10,453
|
| |
$—
|
| |
$—
|
| |
$75,434
|
Juliet Stone
|
| |
$—
|
| |
$63,849
|
| |
$4,248
|
| |
$10,120
|
| |
$—
|
| |
$78,217
|
(1)
|
For all our named executive officers, these premiums include premiums for health insurance.
|
|
| |
|
| |
Estimated future payouts under non-equity
incentive plan awards
|
| |
|
| |
|
| |
|
| |
|
| |
|
||||||
Name
|
| |
Grant Date
|
| |
Threshold
(80% of
Target)
|
| |
Target
|
| |
Maximum
(120% of
Target)
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock
or Units(1)
|
| |
Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards(2)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options(1)
|
| |
Exercise or
Base Price of
Option Awards
|
| |
Grant Date
Fair Value of
Stock and
Option Awards
|
Selwyn Joffe
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
101,374
|
| |
$15.12
|
| |
$662,343
|
Selwyn Joffe
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
46,905
|
| |
|
| |
|
| |
|
| |
|
Selwyn Joffe
|
| |
9/2/2020
|
| |
|
| |
|
| |
|
| |
|
| |
100,000
|
| |
|
| |
|
| |
|
Selwyn Joffe
|
| |
1/20/2021
|
| |
$632,486
|
| |
$790,608
|
| |
$948,730
|
| |
|
| |
|
| |
|
| |
|
| |
|
David Lee
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
16,967
|
| |
$15.12
|
| |
$110,857
|
David Lee
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
7,850
|
| |
|
| |
|
| |
|
| |
|
David Lee
|
| |
1/20/2021
|
| |
$140,360
|
| |
$175,450
|
| |
$210,540
|
| |
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,129
|
| |
$15.12
|
| |
$46,578
|
Richard Mochulsky
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
3,299
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
|
| |
1/20/2021
|
| |
$89,056
|
| |
$111,320
|
| |
$133,584
|
| |
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,129
|
| |
$15.12
|
| |
$46,578
|
Doug Schooner
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
3,299
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
|
| |
1/20/2021
|
| |
$108,864
|
| |
$136,080
|
| |
$163,296
|
| |
|
| |
|
| |
|
| |
|
| |
|
Juliet Stone
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,129
|
| |
$15.12
|
| |
$46,578
|
Juliet Stone
|
| |
6/17/2020
|
| |
|
| |
|
| |
|
| |
3,299
|
| |
|
| |
|
| |
|
| |
|
Juliet Stone
|
| |
1/20/2021
|
| |
$78,000
|
| |
$97,500
|
| |
$117,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
(1)
|
Each stock option and restricted stock unit award vests over a three-year period, subject to continued employment and upon the attainment of pre-determined goals related to increase of our stock price.
|
(2)
|
The Performance Based Restricted Stock grant vests over one year, depending on performance of pre-determined metrics. For more information see Compensation Discussion and Analysis—Determining Executive Compensation—Equity-Based Incentive Program.
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Vested
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Unvested
|
| |
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of Stock
Unvested (#)
|
| |
Market Value
of Shares or
Units of Stock
Unvested ($)
|
| |
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
| |
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, or
Other Rights
That Have Not
Vested ($)
|
Selwyn Joffe
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
109,100
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
| |
|
| |
|
|
| |
124,100
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
| |
|
| |
|
|
| |
83,700
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
| |
|
| |
|
|
| |
26,200
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
| |
|
| |
|
|
| |
51,200
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
| |
|
| |
|
|
| |
54,800
|
| |
—
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
| |
|
| |
|
|
| |
55,600
|
| |
27,800(1)
|
| |
—
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
| |
|
| |
|
|
| |
29,625
|
| |
59,250(2)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
101,374(3)
|
| |
|
| |
$15.12
|
| |
6/16/2030
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
11,033(1)
|
| |
$248,243
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
23,720(2)
|
| |
$533,700
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
46,905(3)
|
| |
$1,055,363
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
100,000(4)
|
| |
$2,250,000
|
David Lee
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
30,900
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
| |
|
| |
|
|
| |
20,900
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
| |
|
| |
|
|
| |
9,300
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
| |
|
| |
|
|
| |
6,500
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
| |
|
| |
|
|
| |
10,800
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
| |
|
| |
|
|
| |
9,200
|
| |
—
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
| |
|
| |
|
|
| |
9,333
|
| |
4,667(1)
|
| |
—
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
| |
|
| |
|
|
| |
4,958
|
| |
9,917(2)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
16,967(3)
|
| |
|
| |
$15.12
|
| |
6/16/2030
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,833(1)
|
| |
$41,243
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,970(2)
|
| |
$89,325
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,850(3)
|
| |
$176,625
|
| |
|
| |
|
Richard Mochulsky
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4,700
|
| |
—
|
| |
—
|
| |
$6.46
|
| |
12/27/2022
|
| |
|
| |
|
| |
|
| |
|
|
| |
9,400
|
| |
—
|
| |
—
|
| |
$9.32
|
| |
9/2/2023
|
| |
|
| |
|
| |
|
| |
|
|
| |
4,200
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
| |
|
| |
|
|
| |
2,900
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
| |
|
| |
|
|
| |
5,900
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
| |
|
| |
|
|
| |
3,300
|
| |
—
|
| |
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
| |
|
| |
|
|
| |
3,333
|
| |
1,667(1)
|
| |
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
| |
|
| |
|
|
| |
2,083
|
| |
4,167(2)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
7,129(3)
|
| |
|
| |
$15.12
|
| |
6/16/2030
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
667(1)
|
| |
$15,008
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,668(2)
|
| |
$37,530
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,299(3)
|
| |
$74,228
|
| |
|
| |
|
Doug Schooner
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
6,400
|
| |
—
|
| |
—
|
| |
$22.93
|
| |
6/21/2024
|
| |
|
| |
|
| |
|
| |
|
|
| |
5,600
|
| |
—
|
| |
—
|
| |
$31.13
|
| |
9/3/2025
|
| |
|
| |
|
| |
|
| |
|
|
| |
9,000
|
| |
—
|
| |
—
|
| |
$28.68
|
| |
6/23/2026
|
| |
|
| |
|
| |
|
| |
|
|
| |
7,100
|
| |
—
|
| |
—
|
| |
$27.40
|
| |
6/19/2027
|
| |
|
| |
|
| |
|
| |
|
|
| |
3,333
|
| |
1,667(1)
|
| |
—
|
| |
$19.00
|
| |
6/17/2028
|
| |
|
| |
|
| |
|
| |
|
|
| |
2,083
|
| |
4,167(2)
|
| |
|
| |
$19.93
|
| |
7/1/2029
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
7,129(3)
|
| |
|
| |
$15.12
|
| |
6/16/2030
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
667(1)
|
| |
$15,008
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,668(2)
|
| |
$37,530
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,299(3)
|
| |
$74,228
|
| |
|
| |
|
Juliet Stone
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
4,767
|
| |
9,533(5)
|
| |
—
|
| |
$17.12
|
| |
9/10/2029
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
7,129(6)
|
| |
|
| |
$15.12
|
| |
6/16/2030
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,299(6)
|
| |
$74,228
|
| |
|
| |
|
(1)
|
This award vests in three equal annual installments beginning on the first anniversary of the June 18, 2018 grant date, subject to continued employment through the applicable vesting date.
|
(2)
|
This award vests in three equal annual installments beginning on the first anniversary of the July 2, 2019 grant date, subject to continued employment through the applicable vesting date.
|
(3)
|
This award vests in three equal annual installments beginning on the first anniversary of the June 17, 2020 grant date, subject to continued employment and the increase in stock price on the anniversary date of grant of at least 8%, 12% and 16% on the first, second and third anniversary respectively, for Mr. Joffe, Mr. Lee, Mr. Schooner and Mr. Mochulsky.
|
(4)
|
The grant of restricted stock that will vest on September 2, 2021, based on performance measures for the fiscal year ended March 31, 2021, determined in accordance with Mr. Joffe’s employment agreement.
|
(5)
|
This award vests in three equal annual installments beginning on the first anniversary of the September 11, 2019 grant date, subject to continued employment.
|
(6)
|
This award vests in three equal annual installments beginning on the first anniversary of the June 17, 2020 grant date, subject to continued employment through the applicable vesting date.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares
Acquired on
Exercise
|
| |
Value
Realized on
Exercise
|
| |
Number of
Shares
Acquired on
Vesting
|
| |
Value
Realized on
Vesting
|
Selwyn Joffe
|
| |
—
|
| |
$—
|
| |
31,027
|
| |
$489,762
|
David Lee
|
| |
—
|
| |
$—
|
| |
5,186
|
| |
$81,876
|
Richard Mochulsky
|
| |
—
|
| |
$—
|
| |
2,000
|
| |
$31,708
|
Doug Schooner
|
| |
—
|
| |
$—
|
| |
2,567
|
| |
$40,622
|
Juliet Stone
|
| |
—
|
| |
$—
|
| |
—
|
| |
—
|
Name
|
| |
Executive
Contributions
in Last FY(1)
|
| |
Registrant
contribution
in last FY(2)
|
| |
Aggregate
Earnings
in Last FY(3)
|
| |
Aggregate
Withdrawals/
Distributions
|
| |
Aggregate
Balance at
Last FY
|
Selwyn Joffe
|
| |
$40,310
|
| |
$40,310
|
| |
$46,276
|
| |
$—
|
| |
$164,362
|
David Lee
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Richard Mochulsky
|
| |
$84,918
|
| |
$10,616
|
| |
$146,808
|
| |
$—
|
| |
$617,287
|
Doug Schooner
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Juliet Stone
|
| |
$40,480
|
| |
$10,120
|
| |
$14,474
|
| |
$—
|
| |
$74,931
|
(1)
|
Executive Contributions in Last FY, shows the amount that the named executive officer elected to defer in Fiscal 2021 under the DCP. These amounts represent compensation earned by the named executive officers in Fiscal 2021 and are therefore also reported in the appropriate column in the Summary Compensation Table above.
|
(2)
|
Registrant Contributions in Last FY, shows the amounts credited in Fiscal 2021 as company contributions to the accounts of our named executive officers under the DCP. These amounts are also reported in the Summary Compensation Table above, in Column (i), All Other Compensation.
|
(3)
|
Aggregate Earnings in Last FY, shows the net amounts credited to the DCP accounts of our named executive officer as a result of the performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure below. These amounts do not represent above-market earnings, and thus are not reported in the Summary Compensation Table.
|
Benefit
|
| |
Termination
by Company
for Cause(1)
|
| |
Death(2)
|
| |
Disability(3)
|
| |
Voluntary
Termination by
Mr. Joffe for Good
Reason or
Termination by
Company w/o Cause(4)
|
| |
After Change in
Control:
Voluntary
Termination by
Mr. Joffe(5)
|
| |
Change in
Control with
Involuntary
Termination
|
Selwyn Joffe
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Salary Contribution
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$2,447,120
|
| |
$1,505,920
|
| |
$—
|
Bonus
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$2,314,584
|
| |
$1,543,056
|
| |
$—
|
Executive Awards(6)
|
| |
$—
|
| |
$2,484,778
|
| |
$2,484,778
|
| |
$5,484,793
|
| |
$5,484,793
|
| |
$—
|
Healthcare
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$147,401
|
| |
$—
|
| |
$—
|
Automobile Allowance(7)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$58,500
|
| |
$—
|
| |
$—
|
Equity(8)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$2,484,778
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
David Lee
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equity(8)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$288,993
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Richard Mochulsky
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equity(8)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$120,465
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Doug Schooner
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equity(8)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$120,465
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Juliet Stone
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Equity(8)
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$121,997
|
(1)
|
Upon a termination for cause, Mr. Joffe will be entitled to his accrued salary, bonus, if any, reimbursable expenses, and benefits owing to him through the day of his termination.
|
(2)
|
Mr. Joffe’s employment term will end on the date of his death. Upon such event, Mr. Joffe’s estate will be entitled to receive his accrued salary, bonus, if any, benefits (including accrued but unused vacation time) and reimbursable expenses, owing to Mr. Joffe through the date of his death, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe’s estate will assume Mr. Joffe’s rights under our equity incentive plans and certain of his rights under his Amended Employment Agreement.
|
(3)
|
If during the employment term, Mr. Joffe is terminated by us as a result of his physical or mental illness or incapacity as determined in accordance with the procedures set forth in the Amended Employment Agreement, Mr. Joffe will be entitled to receive his accrued salary, bonus, if any, reimbursable expenses, benefits owing to Mr. Joffe through the date of termination, and vested but undistributed shares of restricted stock granted. In addition, Mr. Joffe will be entitled to receive the benefits payable pursuant to a disability insurance policy purchased by Mr. Joffe with the Disability Insurance Payment.
|
(4)
|
Upon a termination by Mr. Joffe for good reason or by us without cause, Mr. Joffe will be entitled to receive through the date which is the later of two years after the termination date or July 1, 2024: (i) his salary at the annual rate as in effect immediately prior to the termination date; (ii) his average bonus earned for the two years immediately prior to the year in which his employment agreement is terminated (or if such termination occurs within the first three months of our fiscal year, for the second and third years preceding the year in which such termination occurs); (iii) the Benefits; (iv) reimbursable expenses, and (v) vested but undistributed shares of common stock granted.
|
(5)
|
If a change in control occurs and Mr. Joffe voluntarily terminates his employment agreement for good reason or Mr. Joffe’s employment is terminated by us without cause within two years following a change in control, then Mr. Joffe will be entitled to receive either the severance benefit as described in the next sentence of this footnote or the benefits described in the immediately preceding footnote, whichever is more favorable to Mr. Joffe, and we will pay Mr. Joffe any reimbursable expenses owed to him through the termination date and vested but undistributed shares of restricted stock granted. The severance benefit will be equal to (i) two times Mr. Joffe’s salary at the annual rate in effect immediately prior to the date of the change in control plus (ii) two times Mr. Joffe’s average bonus earned for the two years immediately prior to the year in which the change in control occurs.
|
(6)
|
Upon the termination of his employment agreement, for any reason other than termination by us for cause or termination by Mr. Joffe without good reason, (i) any equity awards made pursuant to Paragraph 5(f) of the Amended Employment Agreement (“Executive Awards”) under our 2010 Incentive Plan which are not fully vested will immediately vest and remain exercisable by Mr. Joffe for a period of two years or, if shorter, until the ten year anniversary of the date of grant of each such Executive Award and (ii) any restricted stock awards contemplated by Paragraph 5(g) of the Amended Employment Agreement (such awards, together with the Executive Awards, the “Equity Awards”) (i) will vest in full for the shares granted for the then current Performance Cycle and (b) 66,667 shares will be granted for each other Performance Cycle during the remaining term of the Amended Employment Agreement. The inherent value shown in the table is the additional compensation expense we would have recorded upon the immediate vesting of all Equity Awards which were not fully vested at March 31, 2021. Executive Awards include incentive stock options and nonqualified stock options, restricted stock, restricted stock units, performance awards, dividend equivalent rights, stock payments, deferred stock, deferred stock units, SARs and cash awards.
|
(7)
|
Mr. Joffe is entitled to receive an automobile allowance in the amount of $1,500 per month for two years, payable monthly. In addition, all costs of operating the automobile, including fuel, oil, insurance, repairs, maintenance and other expenses, are our responsibility.
|
(8)
|
Under the Fourth Amended Equity Plan, if a holder of equity suffers an Involuntary Termination after a Change in Control, all equity held vests, with performance-based awards vesting at target.
|
Name
|
| |
Fees Earned
or Paid in Cash
|
| |
Stock
Awards(1)
|
| |
Option
Awards(1)
|
| |
All Other
Compensation
|
| |
Total
|
Scott J. Adelson
|
| |
$58,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$123,000
|
Rudolph Borneo
|
| |
$83,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$148,000
|
David Bryan
|
| |
$65,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$130,000
|
Joseph Ferguson
|
| |
$90,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$155,000
|
Philip Gay
|
| |
$94,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$159,000
|
Duane Miller
|
| |
$76,500
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$141,500
|
Jeffrey Mirvis
|
| |
$77,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$142,000
|
Jamy P. Rankin
|
| |
$13,000
|
| |
$126,000
|
| |
$—
|
| |
$—
|
| |
$139,000
|
Barbara L. Whittaker
|
| |
$62,000
|
| |
$65,000
|
| |
$—
|
| |
$—
|
| |
$127,000
|
(1)
|
Award amounts represent the aggregate grant date fair value of the awards during Fiscal 2021. We provide information regarding the assumptions used to calculate all awards made to non-employee directors in Note 2 to the Company’s consolidated financial statements
|
Name and address of Beneficial Shareholder
|
| |
Amount and Nature of
Beneficial Ownership(1)
|
| |
Percent of
Class
|
BlackRock Fund Advisors(2)
|
| |
3,045,248
|
| |
15.9%
|
55 East 52nd Street, New York, NY 10055
|
| |
|
| |
|
Global Alpha Capital Management, LTD(2)
|
| |
2,101,011
|
| |
11.0
|
1800 McGill College, Suite 2310, Montreal, Quebec H3A 3J6
|
| |
|
| |
|
Pzena Investment Management, LLC(2)
|
| |
1,968,491
|
| |
10.3
|
320 Park Ave, Ste 8, New York, NY 10022
|
| |
|
| |
|
Dimensional Fund Advisors, L.P. (U.S.)(2)
|
| |
1,506,558
|
| |
7.9
|
Name and address of Beneficial Shareholder
|
| |
Amount and Nature of
Beneficial Ownership(1)
|
| |
Percent of
Class
|
1299 Ocean Ave, Santa Monica, CA 90401
|
| |
|
| |
|
The Vanguard Group Inc.(2)
|
| |
1,402,100
|
| |
7.3
|
P.O. Box 1110, Valley Forge, PA 19482-1110
|
| |
|
| |
|
Wellington Management Company(2)
|
| |
1,212,289
|
| |
6.3
|
280 Congress Street, Boston, MA 02210
|
| |
|
| |
|
Private Capital Management, LLC(2)
|
| |
1,055,673
|
| |
5.5
|
8889 Pelican Bay Boulvard, Suite 500, Naples, Florida 34108
|
| |
|
| |
|
Selwyn Joffe(3)
|
| |
964,626
|
| |
5.0
|
Scott Adelson(4)
|
| |
59,526
|
| |
*
|
Rudolph Borneo(5)
|
| |
38,304
|
| |
*
|
David Bryan
|
| |
12,626
|
| |
*
|
Joseph Edwin Ferguson
|
| |
11,944
|
| |
*
|
Philip Gay(6)
|
| |
26,101
|
| |
*
|
David Lee(7)
|
| |
138,902
|
| |
*
|
Duane Miller
|
| |
8,549
|
| |
*
|
Jeffrey Mirvis(8)
|
| |
42,124
|
| |
*
|
Richard Mochulsky(9)
|
| |
50,641
|
| |
*
|
Jamy Rankin
|
| |
—
|
| |
|
Doug Schooner(10)
|
| |
51,844
|
| |
*
|
Juliet Stone(11)
|
| |
12,557
|
| |
*
|
Barbara Whittaker
|
| |
10,506
|
| |
*
|
Directors and executive officers as a group — 16 persons(12)
|
| |
1,474,547
|
| |
7.7%
|
*
|
Less than 1% of the outstanding common stock.
|
(1)
|
The listed shareholders, unless otherwise indicated in the footnotes below, have direct ownership over the amount of shares indicated in the table.
|
(2)
|
Based on information contained in filings made by such shareholders with the SEC on as reported in each such shareholder’s most recent Schedule 13F filing. Since there may have been subsequent purchases or sales of securities, this information may not reflect the current holdings by these shareholders.
|
(3)
|
Includes 625,541 shares issuable upon exercise of currently exercisable options granted under the Third Amended and Restated 2010 Incentive Award Plan (the “2010 Incentive Award Plan”). Includes 99,082 restricted stock units which have met the performance based metrics and will meet the time-based vesting requirements within 60 days of the record date.
|
(4)
|
Includes 6,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(5)
|
Includes 9,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(6)
|
Includes 9,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(7)
|
Includes 117,193 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(8)
|
Includes 6,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
(9)
|
Includes 41,943 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(10)
|
Includes 39,643 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan.
|
(11)
|
Includes 7,143 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan. Also includes 4,766 options which will be exercisable within 60 days of the record date.
|
(12)
|
Includes 870,861 shares issuable upon exercise of currently exercisable options granted under the 2010 Incentive Award Plan and 30,000 shares issuable upon exercise of currently exercisable options granted under the 2004 Non-Employee Director Stock Option Plan.
|
|
| |
2021
|
| |
2020
|
| |
2019
|
Audit Fees
|
| |
$2,275,000
|
| |
$3,666,000
|
| |
$2,981,000
|
Tax Fees
|
| |
300,000
|
| |
219,000
|
| |
326,000
|
All Other Fees
|
| |
—
|
| |
5,000
|
| |
2,000
|
Total
|
| |
$2,575,000
|
| |
$3,890,000
|
| |
$3,309,000
|
•
|
Reviewed and discussed the audited financial statements of the Company as of and for the year ended March 31, 2021, with management and with the independent registered public accounting firm;
|
•
|
Discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, as well as other matters including the scope of the audit, the Company’s significant accounting policies, new accounting pronouncements and the critical audit matter addressed during the audit; and
|
•
|
Received from the independent registered public accounting firm written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and discussed, with the independent registered public accounting firm, their independence.
|
|
| |
Year Ended
March 31, 2021
|
GAAP net income
|
| |
$21,476,000
|
Interest expense, net
|
| |
15,770,000
|
Income tax expense
|
| |
9,387,000
|
Depreciation and amortization
|
| |
11,144,000
|
EBITDA
|
| |
$57,777,000
|
|
| |
|
Items impacting EBITDA
|
| |
|
Customer allowances, return accruals and changeover costs related to new business, net of costs
|
| |
$408,000
|
Core premium amortization impacting net sales
|
| |
6,590,000
|
Impact of tariffs
|
| |
(3,229,000)
|
New product line start-up costs and transition expenses(a)
|
| |
17,204,000
|
Revaluation - cores on customers' shelves, and gain due to realignment of inventory at two customer distribution centers
|
| |
209,000
|
Increased expenses related to COVID-19
|
| |
9,101,000
|
Acquisition costs, earn-out accruals, severance and restatement-related fees
|
| |
1,391,000
|
Share-based compensation expenses
|
| |
5,247,000
|
Foreign exchange impact of lease liabilities and forward contracts
|
| |
(17,606,000)
|
Total items impacting EBITDA
|
| |
$19,315,000
|
(a)
|
Excludes depreciation, which is included in the depreciation and amortization line item.
|
|
| |
By order of the Board of Directors
|
|
| |
|
|
| |
|
|
| |
Juliet Stone,
Secretary
|
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