We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Westell Technologies | NASDAQ:WSTL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.7183 | 0.73 | 0.755 | 0 | 01:00:00 |
1.
|
To elect the Board nominated slate of
seven
directors;
|
2.
|
To ratify the appointment of our independent auditors;
|
3.
|
To conduct an advisory vote to approve executive compensation (“Say-on-Pay”);
|
4.
|
To conduct an advisory vote on the frequency of holding an advisory vote on executive compensation (Frequency of “Say-on-Pay”);
|
5.
|
To consider and vote on a stockholder proposal regarding equal stockholder voting, if properly presented; and
|
6.
|
To consider any other matters that may properly come before the meeting.
|
|
Page
|
Name
|
Age
|
Principal Occupation and Other Information
|
Matthew B. Brady
|
49
|
Matthew B. Brady has served as President and Chief Executive Officer since July 2017. Mr. Brady served as Senior Vice President of Federal Signal Corporation's Safety and Security Systems Group (SSG) (NYSE: FSS). Mr. Brady joined Federal Signal in 2006 as Vice President of Global Sales, and was promoted in early 2015 to Vice President of SSG’s Integrated Systems Division from the position of Vice President, Global Solutions Division. Mr. Brady holds a Master of Business Administration degree from Olivet Nazarene University and a Bachelor of Arts degree in International Relations from Northern Illinois University. Mr. Brady’s executive experiences qualify him to serve as a member of the Board.
|
|
|
|
Kirk R. Brannock
|
59
|
Kirk R. Brannock, served at Westell as Interim President and Chief Executive Officer from October 2016 through July 2017. Previously Mr. Brannock served as a member of Westell’s Board of Directors from February 2011 to September 2014. He retired in 2010 from his position as Senior Vice President — Ethernet Deployment at AT&T, a leading provider of voice, video, data and broadband delivery services, after a career spanning more than 30 years. Previously Mr. Brannock served in leadership positions at AT&T, Ameritech and SBC, including Senior Vice President — AT&T National Installation & Maintenance and President — SBC/Ameritech Midwest Network Services. Mr. Brannock holds a Bachelor of Arts in Business Administration from Michigan State University and is currently a Board Member and Treasurer for a Marriott International $42M Cooperative. Mr. Brannock's extensive knowledge of Westell operations and the telecommunications industry along with his other board experience qualify him to serve as a member of the Board.
|
|
|
|
Dennis O. Harris
|
73
|
Dennis O. Harris has served as Chairman of the Board since September 2016 and as a Director of the Company since January 2010. Mr. Harris completed a nearly 38-year telecommunications career in 2002 as the President of Network Services at SBC Midwest, now a part of AT&T, which provides voice, video, data and broadband delivery services. Mr. Harris possesses a great depth of knowledge of the telecommunications industry and its participants, as well as extensive experience in the areas of operations, sales, customer service, and human resources. He remains active in the industry and continues in advisory roles to a number of companies. Mr. Harris currently serves on the boards of London Medical Management and The R.J. Carroll Company. Mr. Harris has been active in community service and has served on the board of the North Texas Minority Business Development Council and the American Red Cross of Dallas. Mr. Harris’ knowledge of operations, sales, customer service and human resources developed during his career in the telecommunications industry, and his other board experience qualify him to serve as Chairman of the Board and as a member of the Compensation Committee.
|
|
|
|
Robert W. Foskett
(1)
|
40
|
Robert W. Foskett has served as a Director of the Company since September 2009. Mr. Foskett is the Managing Partner and Investment Committee Member of Table Mountain Capital LLC, a private investment company, a position he has served since 2006. Prior to joining Table Mountain Capital LLC, he served from 2002 to 2006 as a Research Director at L.H. Investments, a private investment company. Mr. Foskett holds an MBA from the University of Denver, Daniels College of Business. Mr. Foskett’s investment experience and education qualify him to serve on Board of Directors and as a member of the Corporate Governance and Nominating Committee.
|
|
|
|
Robert C. Penny III
(1)
|
64
|
Robert C. Penny III has served as a Director of the Company since September 1998. He is the owner of Eastwood Land & Cattle, a private business. Mr. Penny’s years of service as a board member and his knowledge of the Company’s business and technology qualify him to serve as a member of the Board of Directors and as the Chair of the Corporate Governance and Nominating Committee.
|
|
|
|
Cary B. Wood
|
50
|
Cary B. Wood has served as a Director of the Company since March 2017. In June 2017, Mr. Wood became President and Chief Executive Officer of Angelica Corporation, a leading provider in the healthcare textile and medical textile processing and services. He currently serves on the Board of Directors of Duravent Corporation, a privately held venting systems firm, since January 2017. Mr. Wood serves as the Chairman of the Compensation and as a member of the Audit Committee of the Board of Directors of Broadwind Energy (NASDAQ: BWEN), a precision manufacturer of structures, equipment and components for clean tech and other specialized applications, since May 2016. Mr. Wood also serves as Chairman of the Operating Committee and as a member of the Nominating and Corporate Governance Committee of the Board of Directors of Vishay Precision Group, Inc. (NYSE: VPG), an internationally-recognized designer, manufacturer and marketer of resistive foil technology, sensors, and sensor-based systems to niche, industrial applications, since March 2016. Mr. Wood served as President, Chief Executive Officer, and as a member of the Board of Directors of Sparton Corporation (NYSE: SPA), a global manufacturer of complex and regulated electronic services as well as engineering products in the medical, avionics, industrial and defense sectors, from November 2008 until February 2016. From August 2004 until November 2008, Mr. Wood served as Interim Chief Executive Officer, Chief Operating Officer and Group Vice President for Citation Corporation (now known as Grede Holdings, LLC), a privately held manufacturer of innovative metal components for the automotive, industrial and commercial marketplaces. Mr. Wood began his career with General Motors Corporation, followed by a move to United Technologies Corporation where he served in a variety of general management, operations and engineering roles. Mr. Wood received a Bachelor of Science degree in Technology from Purdue University, a Master of Science degree in Industrial Operations from the School of Management at Lawrence Technological University, and a Master of Business Administration degree in Finance from Loyola University-Chicago. Mr. Wood’s executive experience and his service on public company boards qualify him to serve on the Board of Directors and as a member of the Audit and Compensation Committees.
|
|
|
|
Mark A. Zorko
|
65
|
Mark A. Zorko has served as Director of the Company since January 2017. Mr. Zorko is a principal with executive management and business support services firm Brentwood Advisory, LLC. In January 2016, Mr. Zorko founded Brentwood 401k, LLC, to provide 401(k) plan advisory services to middle market firms. Mr. Zorko chairs the Nominating and Corporate Governance Committee and serves on both the Audit and Compensation Committees of Perma-Pipe International Holidings, Inc. (NASDAQ:PPIH) (formerly MFRI (NASDAQ: MFRI)), a $100-million firm in the piping solutions industry. He was the interim Chief Financial Officer at radiation science and services firm Landauer Inc. (NYSE: LDR), from June 2014 until April 2015. Mr. Zorko served as the CFO of Steel Excel, Inc. (NASDAQ: SXCL), a public energy industry firm, from August 2011 until May 2013. He also served as the President and CEO of SXCL's subsidiary Wells Services Ltd. (WSL), a $30-million Steel Excel business, in 2012 and CFO of DGT Holdings (DGTC), a medical imaging firm, from 2006 through 2012. SXCL, WSL and DGTC are all affiliated with Steel Partners Holding, L.P., a publicly traded diversified global holding company. Mr. Zorko is on the Audit Committee for Opportunity International, a microfinance bank, and was on the Finance Committee for the Alexian Brothers Health System. He received a Master of Business Administration in IT from the University of Minnesota and a Bachelor of Science in Accounting from The Ohio State University. After completing his MBA, Mr. Zorko began his career as a CPA at Arthur Andersen, and worked his way up via the controllership ranks at Honeywell and Zenith Data Systems in the United States and Europe. He is a Certified Public Accountant and a NACD Board Leadership Fellow. Mr. Zorko's executive experience and his service on public company boards qualify him to serve on the Board of Directors and as the Chair of the Audit Committee.
|
|
|
|
(1)
|
Mr. Robert W. Foskett is the nephew of Mr. Robert C. Penny III.
|
•
|
Six of the seven director nominees are independent
|
•
|
Independent audit, compensation, nominating and governance committees
|
•
|
The Chairman and CEO positions are separate
|
•
|
Annual election of all directors
|
•
|
Board makeup highlighted by industry experience and diversity
|
Director
|
|
Audit
|
|
Compensation
|
|
Corporate
Governance and
Nominating
|
Fared Adib
|
|
Member
(1)
|
|
|
|
|
Jeannie Diefenderfer
|
|
Member
(2)
|
|
Chair
|
|
|
Robert W. Foskett
|
|
|
|
|
|
Member
|
Dennis O. Harris
|
|
|
|
Member
|
|
|
Martin D. Hernandez
|
|
Member
(3)
|
|
|
|
Member
(3)
|
Eileen A. Kamerick
|
|
Chair
(4)
|
|
Member
(4)
|
|
|
Robert C. Penny III
|
|
|
|
|
|
Chair
|
Cary B. Wood
|
|
Member
(5)
|
|
Member
(5)
|
|
|
Mark A. Zorko
|
|
Chair
(6)
|
|
|
|
|
(1)
|
Effective January 30, 2017, Mr. Adib resigned as a Director and Member of the Audit Committee.
|
(2)
|
Effective September 12, 2016, Ms. Diefenderfer was appointed as a Member of the Audit Committee.
|
(3)
|
Effective March 6, 2017, Mr. Hernandez resigned as a Director and a Member of the Audit and Compensation Committees.
|
(4)
|
The term of Ms. Kamerick expired at the 2016 Annual Meeting on September 12, 2016.
|
(5)
|
Effective March 6, 2017, and March 14, 2017, Mr. Wood was appointed as a Member of the Audit and Compensation Committees, respectively.
|
(6)
|
Effective January 30, 2017, Mr. Zorko was appointed as Chair of the Audit Committee.
|
Name
|
|
Age
|
|
Position
|
Matthew B. Brady
|
|
49
|
|
President and Chief Executive Officer
|
Thomas P. Minichiello
|
|
58
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
Michael T. Moran
|
|
54
|
|
Senior Vice President, In-Building Wireless
|
Jesse Swartwood
|
|
43
|
|
Senior Vice President, Worldwide Sales
|
Matthew B. Brady
– Matthew B. Brady is a Board Nominee in addition to his role as President and Chief Executive Officer. His biographical information is included under Proposal No.1: Election of Directors.
|
|
Thomas P. Minichiello
– Thomas P. Minichiello has served as Senior Vice President and Chief Financial Officer since July 2013 and as Treasurer and Secretary since September 2013. Mr. Minichiello came to Westell from Tellabs, where from 2001 to 2013 he served in various roles, including interim Chief Financial Officer, Vice President of Finance and Chief Accounting Officer, Vice President of Financial Operations, Vice President of Finance for North America, Director of Finance for Tellabs' product divisions, and Controller for the optical networking group. Prior to Tellabs, Mr. Minichiello served in various leadership roles at Andrew Corporation, Phelps Dodge, Otis Elevator, and United Technologies. Mr. Minichiello began his career in the finance organization at Sterling Drug. Mr. Minichiello serves as a Board Member for Sports Field Holding, Inc. (SFHI). Mr. Minichiello holds a Master of Business Administration in Entrepreneurship and Operations Management from DePaul University, a Master of Science in Accounting from the University of Hartford, and a Bachelor of Arts in Economics from Villanova University. Additionally,
Mr. Minichiello is a Certified Public Accountant.
|
|
Michael T. Moran
- Michal T. Moran has served as the Senior Vice President, In-Building Wireless since November 2016 and was appointed as an executive officer effective January 1, 2017. Mr. Moran initially joined Westell in April 2015 as Advanced Product Realization Director and also served as Senior Vice President, Chief Technology Officer. Before joining the Company, Mr. Moran was Director of SDN, Cloud & Virtualization Strategy for Coriant from December 2013 to March 2014. Mr. Moran held various positions including Director of Portfolio Strategy; Director of Planning, Systems Engineering and Architecture; and Director of Engineering at Tellabs (acquired by Coriant) (NASDAQ: TLAB) from May 1997 to December 2013. Mr. Moran holds a Bachelor of Science in Electrical Engineering from the DeVry Institute of Technology and a Master of Science in Computer Science from North Carolina State University.
|
|
Jesse Swartwood
- Jesse Swartwood joined Westell in 2005, in connection with the acquisition of HyperEdge, a manufacturer of network service access products, as Regional Sales Vice President with responsibility for the AT&T account and assumed the role of Senior Vice President, Worldwide Sales, in September 2016 and became an executive officer effective January 1, 2017. During his tenure at Westell, Mr. Swartwood served in a number of roles including Vice President, North American Sales. From 1996 to 2005, Mr. Swartwood held various positions including Director and Vice President of Sales at HyperEdge. Mr. Swartwood earned a Bachelor of Arts in Telecom Management from DeVry University and a Bachelor of Arts in Economics and Management and a Bachelor of Arts in Sociology from Beloit College.
|
Name
|
|
Number of
Class A
Shares
(1)(2)(3)
|
|
Number of
Class B
Shares
(3)
|
|
Percent of
Class A
Common
Stock
(4)
|
|
Percent of
Class B
Common
Stock
(4)
|
|
Percent of
Total Voting
Power
(4)
|
|
Jeannie H. Diefenderfer
|
|
7,500
|
|
|
—
|
|
*
|
|
—
|
|
*
|
Robert W. Foskett
|
|
23,750
|
|
|
3,484,287
|
(5) (6)
|
*
|
|
100.0%
|
|
53.9%
|
Dennis O. Harris
|
|
26,250
|
|
|
—
|
|
*
|
|
—
|
|
*
|
Robert C. Penny III
|
|
15,000
|
|
|
3,237,878
|
(6)
|
*
|
|
92.9%
|
|
50.1%
|
Cary B. Wood
|
|
5,000
|
|
|
|
|
*
|
|
—
|
|
*
|
Mark A. Zorko
|
|
5,000
|
|
|
|
|
*
|
|
—
|
|
*
|
Matthew B. Brady
|
|
—
|
|
|
—
|
|
*
|
|
—
|
|
*
|
Thomas P. Minichiello
|
|
123,447
|
|
(7)
|
—
|
|
1.0%
|
|
—
|
|
*
|
Michael T. Moran
|
|
34,069
|
|
|
—
|
|
*
|
|
—
|
|
*
|
Kirk R. Brannock
|
|
60,020
|
|
(8)
|
—
|
|
*
|
|
—
|
|
*
|
J. Thomas Gruenwald
|
|
—
|
|
|
—
|
|
*
|
|
—
|
|
*
|
All Current Directors and
Executive Officers as a
group (10 Persons)
|
|
242,919
|
|
|
3,484,287
|
|
2.0%
|
|
100.0%
|
|
54.8%
|
(1)
|
Includes options to purchase shares that are exercisable within 60 days of
June 30, 2017
, as follows: Mr. Minichiello: 54,791 shares; Mr. Moran 18,958 shares; and all current directors and executive officers as a group: 74,999 shares.
|
(2)
|
Includes unvested restricted stock awards where the holder has voting rights but not dispositive rights as follows: Ms. Diefenderfer: 2,500 shares; Mr. Foskett: 3,125 shares; Mr. Harris: 3,125 shares; Mr. Penny: 3,125 shares; Mr. Wood: 5,000 shares; Mr. Zorko 5,000 shares; and all current directors and executive officers as a group: 21,875 shares.
|
(3)
|
Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.
|
(4)
|
Percentage of beneficial ownership and voting power is based on
11,950,058
shares of Class A Common Stock and
3,484,287
shares of Class B Common Stock outstanding as of
June 30, 2017
.
|
(5)
|
Includes 246,409 shares held in trust for the benefit of Mr. Penny’s children for which Mr. Foskett is trustee and has sole voting and dispositive power. Mr. Foskett disclaims beneficial ownership of these shares.
|
(6)
|
Includes 3,237,878 shares of Class B Common Stock held in the Voting Trust Agreement dated February 23, 1994, as amended (the “Voting Trust”), among Robert C. Penny III and certain members of the Penny family. Mr. Penny, Mr. Foskett, and Mr. Patrick J. McDonough, Jr. are co-trustees and have joint voting and dispositive power over all shares in the Voting Trust. Messrs. Penny, Foskett and McDonough each disclaim beneficial ownership with respect to all shares held in the Voting Trust in which they do not have a pecuniary interest. For additional information on the Voting Trust, see the Schedule 13D/A filed with the SEC on May 5, 2015. The Voting Trust contains 953,208 shares held for the benefit of Mr. Penny and 120,656 shares held for the benefit of Mr. Foskett. The address for Messrs. Penny, Foskett and McDonough is Robert W. Foskett, 1035 Pearl St. #400, Boulder, Colorado 80302.
|
(7)
|
5,000 shares are held by IRA.
|
(8)
|
60,020 shares are held by Revocable Trust.
|
Name and Address of Beneficial Owner
(1)
|
|
Number of
Class A
Shares
(2)
|
|
Number of
Class B
Shares
(2)
|
|
Percent of
Class A
Common
Stock
|
|
Percent of
Class B
Common
Stock
|
|
Percent of
Total Voting
Power
(3)
|
Cove Street Capital LLC
2101 East El Segundo, Suite 302 El Segundo, CA 90245 |
|
1,354,555
|
|
—
|
|
11.3%
|
|
—
|
|
5.2%
|
David C. Hoeft
555 California Street, 40 th Floor San Francisco, CA 94104 |
|
959,033
|
|
—
|
|
8.0%
|
|
—
|
|
3.7%
|
Renaissance Technologies LLC
800 Third Avenue New York, NY 10022 |
|
943,357
|
|
—
|
|
7.9%
|
|
—
|
|
3.6%
|
(1)
|
In its capacity as an investment manager, the beneficial owner may be deemed to beneficially own the shares of Class A Common Stock listed in the table. The shares listed in the table are held by the beneficial owner for its own account or for the account of its clients.
|
(2)
|
Class A Common Stock is freely transferable and Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.
|
(3)
|
Percentage of beneficial ownership and voting power is based on
11,950,058
shares of Class A Common Stock and
3,484,287
shares of Class B Common Stock outstanding as of
June 30, 2017
.
|
Name & Principal
Position
|
Year
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
All Other Compensation
($)
(2)
|
Total
($)
|
|||||
Kirk R. Brannock
Former Interim President and CEO
|
2017
|
150,383
|
|
(3) (4)
|
—
|
|
110,318
|
|
—
|
—
|
|
|
500
|
|
261,201
|
|
J. Thomas Gruenwald
Former Chairman, President and
CEO
|
2017
|
220,685
|
|
(5)
|
—
|
|
303,093
|
|
138,816
|
—
|
|
|
118,314
|
|
780,908
|
|
|
2016
|
450,000
|
|
|
—
|
|
251,813
|
|
96,809
|
106,763
|
|
|
4,698
|
|
910,083
|
|
Thomas P. Minichiello
Senior Vice President, CFO, Treasurer and Secretary
|
2017
|
294,231
|
|
(3)
|
—
|
|
233,500
|
|
75,192
|
45,000
|
|
|
3,915
|
|
651,838
|
|
|
2016
|
300,000
|
|
|
—
|
|
177,750
|
|
68,336
|
65,700
|
|
|
5,069
|
|
616,855
|
|
Michael T. Moran
Senior Vice President,
In-Building Wireless
|
2017
|
230,481
|
|
(3)
|
—
|
|
280,200
|
|
67,095
|
25,000
|
|
|
2,331
|
|
605,107
|
|
(1)
|
Represents the fair value of the award on the grant date, computed in accordance with ASC 718. A discussion of the assumptions used in calculation of these values may be found in footnote 8 to our audited financial statements of the Company’s
2017
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
May 26, 2017
which accompanies this Proxy Statement. For awards containing a performance-based vesting condition, the value reported in the table above reflects the grant date probable outcome of the performance condition, which assumes earning 100% of the targeted amount. In fiscal year 2017, Mr. Brannock earned 56,250 shares or 100% of the targeted amount. No shares were actually earned for fiscal year 2016.
|
(2)
|
All other compensation consists of Company 401(k) match, severance, and post-termination health insurance.
|
(3)
|
The salary reduction in 2017 was part of the Company's Temporary Salary Adjustment initiative in the fiscal year 2017 fourth quarter.
|
(4)
|
Represents Mr. Brannock’s salary ($340,000 per annum) from his hire date of October 17, 2016, through March 31, 2017.
|
(5)
|
Represents Mr. Gruenwald's salary ($450,000 per annum) from April 1, 2016 through September 26, 2016, his separation date.
|
Name
|
|
Year
|
|
Company 401(k)
contributions ($)
|
|
Severance ($)
(1)
|
|
Total ($)
|
|||
Kirk R. Brannock
|
|
2017
|
|
500
|
|
|
—
|
|
|
500
|
|
J. Thomas Gruenwald
|
|
2017
|
|
2,898
|
|
|
115,416
|
|
|
118,314
|
|
|
|
2016
|
|
4,698
|
|
|
—
|
|
|
4,698
|
|
Thomas P. Minichiello
|
|
2017
|
|
3,915
|
|
|
—
|
|
|
3,915
|
|
|
|
2016
|
|
5,069
|
|
|
—
|
|
|
5,069
|
|
Michael T. Moran
|
|
2017
|
|
2,331
|
|
|
—
|
|
|
2,331
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)
(1)
|
|
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
($)
(1)
|
||||||||
Kirk R. Brannock
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
J. Thomas Gruenwald
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas P. Minichiello
|
16,875
|
|
|
5,625
|
|
(2)
|
10.22
|
|
07/17/2020
|
|
|
|
|
|
|
|
|
|
||||
|
9,375
|
|
|
28,125
|
|
(3)
|
4.74
|
|
05/01/2022
|
|
|
|
|
|
|
|
|
|
||||
|
—
|
|
|
40,625
|
|
(4)
|
4.64
|
|
04/01/2023
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
(5)
|
21,000
|
|
||||||
|
|
|
|
|
|
|
|
2,342
|
|
(6)
|
6,558
|
|
|
630
|
|
(7)
|
1,764
|
|
||||
|
|
|
|
|
|
|
|
23,447
|
|
(8)
|
65,652
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
3,750
|
|
(9)
|
10,500
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
15,625
|
|
(10)
|
43,750
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
28,125
|
|
(11)
|
78,750
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
40,625
|
|
(12)
|
113,750
|
|
|
|
|
|
||||||
Michael T. Moran
|
937
|
|
|
2,813
|
|
(13)
|
5.40
|
|
04/20/2022
|
|
|
|
|
|
|
|
|
|
||||
|
1,250
|
|
|
2,500
|
|
(14)
|
4.70
|
|
09/18/2022
|
|
|
|
|
|
|
|
|
|
||||
|
3,750
|
|
|
7,500
|
|
(15)
|
4.52
|
|
10/23/2022
|
|
|
|
|
|
|
|
|
|
||||
|
—
|
|
|
36,250
|
|
(4)
|
4.64
|
|
04/01/2023
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
13,026
|
|
(8)
|
36,473
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
1,667
|
|
(16)
|
4,668
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
8,334
|
|
(17)
|
23,335
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
55,000
|
|
(12)
|
154,000
|
|
|
|
|
|
(1)
|
The market value is calculated by multiplying the number of shares that have not vested by
$2.80
, the closing price of the Class A Common Stock as of
March 31, 2017
, adjusted for the June 7, 2017 reverse stock split.
|
(2)
|
Non-qualified stock option award vests in equal annual installments of 25% per year commencing on July 17, 2014.
|
(3)
|
Non-qualified stock option award vests in equal annual installments of 25% per year commencing on May 1, 2016.
|
(4)
|
Non-qualified stock option award vests in equal annual installments of 33% per year commencing on April 1, 2017.
|
(5)
|
Consists of performance-based restricted stock unit awards (“PSUs”) granted, in fiscal year 2015 pursuant to the 2004 Stock Incentive Plan. The number of PSUs earned, if any, can range between 0% to 200% of the target amount, depending on actual performance for fiscal years 2015 through 2018 (the “2015 Performance Period”), compared to revenue and adjusted operating income targets. Following the close of each fiscal year in the 2015 Performance Period, the Compensation Committee will determine if any PSUs have been earned for that fiscal year on the “Certification Date,” which is the date our audited financial statements for the previous fiscal year are accepted by the Audit Committee. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. The number of PSUs listed above is equal to the target number of PSUs.
|
(6)
|
Consists of earned, but unvested PSUs granted, in fiscal year 2014 pursuant to the 2004 Stock Incentive Plan. The number of PSUs earned based on fiscal year 2014 performance was 93.7% of target. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.
|
(7)
|
Consists of unearned PSUs granted compared to the target, in fiscal year 2014 pursuant to the 2004 Stock Incentive Plan. The number of PSUs earned, if any, can range between 0% to 200% of the target amount, depending on actual performance for fiscal years 2014 through 2017 (the “2014 Performance Period”), compared to revenue and adjusted operating income targets. Following the close of each fiscal year in the 2014 Performance Period, the Compensation Committee will determine if any PSUs have been earned for that fiscal year on the “Certification Date,” which is the date our audited financial statements for the previous fiscal year are accepted by the Audit Committee. Any PSUs earned vest in annual increments during the Performance Period. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. The number of PSUs listed above is equal to the target number of PSUs.
|
(8)
|
Consists of earned, but unvested PSUs granted, in fiscal year 2017 pursuant to the 2015 Omnibus Incentive Compensation Plan. The number of PSUs earned based on fiscal year 2017 performance was 100% of target. The PSUs vest at 100% on November 1, 2017. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.
|
(9)
|
Restricted stock award unit vests in equal annual installments of 25% per year commencing on April 1, 2015.
|
(10)
|
Restricted stock unit award vests in equal annual installments of 25% per year commencing on July 17, 2014.
|
(11)
|
Restricted stock unit award vests in equal annual installments of 25% per year commencing on May 1, 2016.
|
(12)
|
Restricted stock unit award vests in equal annual installments of 33% per year commencing on April 1, 2017.
|
(13)
|
Non-qualified stock option award vests in equal annual installments of 25% per year commencing on April 20, 2016.
|
(14)
|
Non-qualified stock option award vests in equal annual installments of 33% per year commencing on September 18, 2016.
|
(15)
|
Non-qualified stock option award vests in equal annual installments of 33% per year commencing on October 23, 2016.
|
(16)
|
Restricted stock unit award vests in equal annual installments of 33% per year commencing on September 18, 2016.
|
(17)
|
Restricted stock unit award vests in equal annual installments of 33% per year commencing on October 23, 2016.
|
|
|
Termination without
Cause or for Good
Reason following a
change in control
($)
|
|
Change in
Control without
Termination
($)
|
|
Termination for
Good Reason
($)
|
|
Termination
without Cause
($)
|
||||
Cash Compensation
|
|
765,000
|
|
|
—
|
|
|
525,000
|
|
|
525,000
|
|
Health Benefits
|
|
18,469
|
|
|
—
|
|
|
18,469
|
|
|
18,469
|
|
Stock Option Vesting Acceleration
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Stock Award Vesting Acceleration
(1)
|
|
318,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
1,102,428
|
|
|
—
|
|
|
543,469
|
|
|
543,469
|
|
(1)
|
The market value is calculated by multiplying the number of shares that have not vested by
$2.80
, the closing price of the Class A Common Stock as of the last business day of fiscal year
2017
.
|
Name
(1)
|
|
Fees Earned
or Paid in Cash ($)
|
|
Stock Awards
($)
(2)(3)
|
|
Total ($)
|
Fared Adib
(4) (5)
|
|
37,053
|
|
12,400
|
|
49,453
|
Jeannie H. Diefenderfer
(5)
|
|
51,745
|
|
5,010
|
|
56,755
|
Robert W. Foskett
(6)
|
|
39,000
|
|
5,010
|
|
44,010
|
Dennis O. Harris
(6)
|
|
54,326
|
|
5,010
|
|
59,336
|
Martin D. Hernandez
(5) (7)
|
|
41,040
|
|
12,075
|
|
53,115
|
Eileen A. Kamerick
(8)
|
|
27,500
|
|
—
|
|
27,500
|
Robert C. Penny III
(6)
|
|
39,000
|
|
5,010
|
|
44,010
|
Cary B. Wood
(9)
|
|
3,322
|
|
13,760
|
|
17,082
|
Mark A Zorko
(9)
|
|
8,642
|
|
13,102
|
|
21,744
|
(1)
|
Mr. Gruenwald, our former Chief Executive Officer, is not included in this table because he was an employee of the Company and received no additional compensation for his service as chairman and director. The compensation received by Mr. Gruenwald as our employee is shown in the Summary Compensation Table. Mr. Gruenwald’s equity holdings as of
March 31, 2017
are presented in the Outstanding Equity Awards at Fiscal Year-End table.
|
(2)
|
The values reflect the aggregate grant date fair value as determined under ASC 718. Assumptions used in the calculation of these amounts are included in footnote 8 to the Company’s audited financial statements for fiscal year
2017
included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on
May 26, 2017
.
|
(3)
|
The equity portion of the annual grant to directors vests annually on the date of grant over a one-year period.
|
(4)
|
Mr. Adib resigned as a director effective
January 30, 2017
. The Compensation Committee approved the acceleration of vesting of the 2,500 shares of restricted stock for Mr. Adib effective
January 30, 2017
and to remove the forfeiture provisions related to 2,500 shares of unvested restricted stock issued under the Corporation's 2015 Omnibus Incentive Compensation Plan such that the award will vest upon the anniversary of the initial award date. As a result of these modifications, the above includes an additional $7,390 of incremental fair value related to the modified awards.
|
(5)
|
As of
March 31, 2017
, the director had 2,500 shares of unvested restricted stock.
|
(6)
|
As of
March 31, 2017
, the director had 4,375 shares of unvested restricted stock.
|
(7)
|
Mr. Hernandez resigned as a director effective
March 6, 2017
. The Compensation Committee approved the acceleration of vesting of the 1,875 shares of restricted stock for Mr. Hernandez effective
March 6, 2017
and to remove the forfeiture provisions related to 2,500 shares of unvested restricted stock issued under the Corporation's 2015 Omnibus Incentive Compensation Plan such that the award will vest upon the anniversary of the initial award date. As a result of these modifications, the above includes an additional $7,065 of incremental fair value related to the modified awards.
|
(8)
|
Ms. Kamerick's term as a director expired at the 2016 Annual Meeting on September 13, 2016. As of March 31, 2017, Ms. Kamerick had no shares of unvested restricted stock.
|
(9)
|
Messrs. Wood and Zorko were appointed to the Board effective
March 6, 2017
and
January 30, 2017
, respectively. As of March 31, 2017, Messrs. Wood and Zorko each had 5,000 shares of unvested restricted stock.
|
Plan category
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(#)
(1)
|
|
Weighted-average exercise
price of outstanding
options, warrants and
rights
($)
(2)
|
|
Number of securities
remaining available for
future issuance (excluding
securities reflected in the
first column)
(#)
|
Equity compensation plans
approved by security holders
(3)
|
|
812,335
|
|
4.88
|
|
1,360,738
|
Equity compensation plans not
approved by security holders
(4)
|
|
3,750
|
|
—
|
|
—
|
Total
|
|
816,085
|
|
4.88
|
|
1,360,738
|
(1)
|
Includes outstanding options, RSUs and PSUs. PSUs included in this number are at the target number of shares that could be issued.
|
(2)
|
Represents weighted-average exercise price of outstanding options.
|
(3)
|
All amounts in this row relate to the 2015 Omnibus Incentive Compensation Plan.
|
(4)
|
Represents shares issued to Kanan Corbin Schupak & Aronow, Inc. on February 13, 2017, in consideration of investor communication services rendered.
|
Fee Category
|
|
Fiscal
2017 |
|
Fiscal
2016 |
||||
Audit Fees
|
|
$
|
479,000
|
|
|
$
|
954,000
|
|
Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
479,000
|
|
|
$
|
954,000
|
|
1 Year Westell Technologies Chart |
1 Month Westell Technologies Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions