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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Charah Solutions Inc | NYSE:CHRA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.17 | 0 | 01:00:00 |
☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CHARAH SOLUTIONS, INC.
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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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1.
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Election of the three Class III directors nominated by the Board of Directors;
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2.
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Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021;
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3.
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Approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan to add 2,000,000 shares of Common Stock that may be issued under the Plan; and
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4.
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Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on June 9, 2021:
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The Notice of Annual Meeting and Proxy Statement and
the 2020 Annual Report to Stockholders are available at www.proxyvote.com.
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•
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the Notice of Annual Meeting and Proxy Statement; and
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•
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the 2020 Annual Report to Stockholders, which contains the Company’s audited consolidated and combined financial statements.
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•
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the election of the three Class III directors nominated by the Board of Directors;
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•
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the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021; and
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•
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the approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan.
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•
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“FOR ALL” for the election of each of the three Class III directors nominated by the Board of Directors;
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•
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“FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021; and
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•
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“FOR” the approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan.
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•
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stockholders of record as of the close of business on April 19, 2021;
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•
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holders of valid proxies for the Annual Meeting; and
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•
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invited guests.
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•
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Remotely. Stockholders of record and beneficial owners of shares held in street name may participate in the Annual Meeting via live webcast and cast their vote online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/CHRA2021.
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•
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By telephone or via the Internet. Stockholders of record may vote by proxy, by telephone or via the Internet, by following the instructions included in the proxy card or Notice of Internet Availability provided or the instructions that you receive by e-mail. If you are a beneficial owner of shares held in street name, your ability to vote by telephone or via the Internet depends on the voting procedures of the stockholder of record (e.g., your bank, broker, or other nominee). Please follow the instructions included in the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record.
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•
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By mail. Stockholders of record and beneficial owners of shares held in street name may vote by proxy by completing, signing, dating, and returning the proxy card or voting instruction form provided.
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•
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Proposal 1, Election of Directors. Directors shall be elected by a plurality of the votes cast (meaning that the three Class III director nominees who receive the highest number of votes cast “for” their election will be elected as directors).
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•
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Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021 requires the affirmative vote of a majority of the voting power of the outstanding shares of Voting Stock present or represented by proxy and entitled to vote on the proposal (meaning that of the total votes of all shares of Voting Stock present or represented by proxy at the Annual Meeting and entitled to vote, a majority of them must be “for” the proposal for it to be approved).
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•
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Proposal 3, Approval of the Amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan. Approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan to add 2,000,000 shares of Common Stock that may be issued under the 2018 Plan requires the affirmative vote of a majority of the voting power of the outstanding shares of Voting Stock present or represented by proxy and entitled to vote on the proposal (meaning that of the total votes of all shares of Voting Stock present or represented by proxy at the Annual Meeting and entitled to vote, a majority of them must be “for” the proposal for it to be approved).
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•
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Other Items. Approval of any other matters requires the affirmative vote of a majority of the voting power of the outstanding shares of Voting Stock present or represented by proxy and entitled to vote on the item (meaning that of the total votes of all shares of Voting Stock present or represented by proxy at the Annual Meeting and entitled to vote, a majority of them must be “for” the item for it to be approved).
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•
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“FOR ALL” for the election of each of the three Class III directors nominated by the Board of Directors;
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•
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“FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021; and
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•
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“FOR” the approval of the amendment to the Charah Solutions, Inc. 2018 Omnibus Incentive Plan.
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Name
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Number of
Shares of
Common Stock
and
Nature of
Beneficial
Ownership
|
| |
Percentage of
Common
Stock
|
| |
Number of
Shares of
Preferred
Stock
|
| |
Percentage
of Preferred
Stock
|
| |
Percentage
of Voting
Stock
|
Principal Stockholders:
|
| |
|
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BCP Energy Services Fund-A, LP
|
| |
7,277,549(1)
|
| |
23.92%
|
| |
—
|
| |
—
|
| |
17.68%
|
BCP Energy Services Fund, LP
|
| |
5,252,369(1)
|
| |
17.26%
|
| |
—
|
| |
—
|
| |
12.76%
|
Charah Holdings LP
|
| |
2,926,003(1)
|
| |
9.62%
|
| |
—
|
| |
—
|
| |
7.11%
|
Charah Preferred Stock Aggregator, LP
|
| |
—
|
| |
—
|
| |
26,000
|
| |
100.0%
|
| |
26.08%
|
Portolan Capital Management, LLC, and related parties
|
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2,978,524(2)
|
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9.79%
|
| |
—
|
| |
—
|
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7.24%
|
American Century Investment Management, Inc., and related entities
|
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3,067,589(3)
|
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10.08%
|
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—
|
| |
—
|
| |
7.46%
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North Run Capital, L.P., and related parties
|
| |
2,476,938(4)
|
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8.14%
|
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—
|
| |
—
|
| |
6.02%
|
Directors, Director Nominees and Named Executive Officers:
|
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Scott A. Sewell
|
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664,003
|
| |
2.18%
|
| |
—
|
| |
—
|
| |
1.61%
|
Dorsey “Ron” McCall(5)
|
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391,260
|
| |
1.29%
|
| |
—
|
| |
—
|
| |
*
|
Roger D. Shannon
|
| |
258,280
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Jack A. Blossman, Jr.
|
| |
55,505
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Mignon L. Clyburn
|
| |
42,171
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Brian K. Ferraioli(6)
|
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38,236
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Robert C. Flexon
|
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63,005
|
| |
*
|
| |
—
|
| |
—
|
| |
*
|
Timothy J. Poché
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Mark Spender
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
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|
Stephen R. Tritch
|
| |
71,707
|
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*
|
| |
—
|
| |
—
|
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*
|
Dennis T. Whalen
|
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—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Directors and executive officers as a group (6 persons)(7)
|
| |
1,154,671
|
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3.79%
|
| |
—
|
| |
—
|
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2.80%
|
*
|
Less than 1%.
|
(1)
|
Bernhard Capital Partners Management, LP’s (“BCP’s”) interest is held through Charah Holdings LP (“Charah Holdings”), BCP Energy Services Fund-A, LP and BCP Energy Services Fund, LP (collectively, the “BCP Energy Services Funds”) and Charah Preferred Stock Aggregator, LP. The general partner of Charah Holdings is Charah Holdings GP LLC. Charah Holdings GP LLC is owned by the BCP Energy Services Funds. The general partner of Charah Preferred Stock Aggregator, LP is Charah Preferred Stock Aggregator GP, LLC. The general partner of both the BCP Energy Services Funds and Charah Preferred Stock Aggregator GP, LLC is BCP Energy Services Fund GP, LP, and the general partner of BCP Energy Services Fund GP, LP is BCP Energy Services Fund UGP, LLC. BCP Energy Services Fund UGP, LLC is managed by J.M. Bernhard, Jr. and Jeff Jenkins. Each of the BCP entities and
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(2)
|
This information is based upon a Schedule 13G filed with the SEC on February 12, 2021 directly by Portolan Capital Management, LLC and indirectly by George McCabe, each of whose address is 2 International Place, FL 26, Boston, MA 02110. The Schedule 13G reports that each of Portolan Capital Management, LLC and George McCabe has sole voting and sole dispositive power over 2,978,524 shares.
|
(3)
|
This information is based upon a Schedule 13G filed with the SEC on February 11, 2021 jointly by American Century Capital Portfolios, Inc., American Century Companies, Inc., American Century Investment Management, Inc. and Stowers Institute for Medical Research, each of whose address is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. The Schedule 13G reports that each of American Century Companies, Inc., American Century Investment Management, Inc. and Stowers Institute for Medical Research has sole voting power over 2,909,734 shares, shared voting power over no shares and sole dispositive power over 3,067,589; and American Century Capital Portfolios, Inc. has sole voting and dispositive power over 2,296,625 shares and shared voting and dispositive power over no shares.
|
(4)
|
This information is based upon a Schedule 13G filed with the SEC on February 12, 2021 jointly by North Run Capital, L.P., North Run Advisors, LLC, Todd B. Hammer and Thomas B. Ellis, each of whose address is 62 Walnut Street, Wellesley, MA 02481. The Schedule 13G reports that each of North Run Capital, L.P., North Run Advisors, LLC, Todd B. Hammer and Thomas B. Ellis has shared voting and shared dispositive power over 2,476,938 shares.
|
(5)
|
Resigned from the Board on November 19, 2020.
|
(6)
|
Resigned from the Board on May 18, 2020.
|
(7)
|
Includes the beneficial ownership of the Voting Stock as of April 19, 2021, for Messrs. Blossman, Flexon, Sewell, Shannon, and Tritch and Ms. Clyburn.
|
Name
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and
Corporate
Governance
Committee
|
Jack A. Blossman, Jr.
|
| |
Member
|
| |
|
| |
Chair
|
Mignon L. Clyburn
|
| |
|
| |
Chair
|
| |
Member
|
Robert C. Flexon
|
| |
Chair
|
| |
Member
|
| |
|
Timothy J. Poché
|
| |
|
| |
|
| |
Member
|
Scott A. Sewell
|
| |
|
| |
|
| |
|
Mark Spender
|
| |
|
| |
Member
|
| |
Member
|
Stephen R. Tritch
|
| |
Member
|
| |
|
| |
|
Committee
|
| |
Key Functions and Additional Information
|
| |
Number of
Meetings in
Fiscal 2020
|
|||
Audit Committee
|
| |
•
|
| |
Assists the Board in its oversight of (i) the integrity of the Company’s financial statements and financial reporting process, (ii) the systems of internal accounting and financial controls, (iii) the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm, (iv) the qualifications and independence of the Company’s independent registered public accounting firm and (v) the Company’s compliance with legal and regulatory requirements.
|
| |
7
|
|
•
|
| |
Appoints, compensates, retains, evaluates, and oversees the Company’s independent registered public accounting firm.
|
| |
|
||
|
•
|
| |
Reviews and discusses with management and the Company’s independent registered public accounting firm the annual and quarterly financial statements.
|
| |
|
||
|
•
|
| |
Reviews and discusses with management the quarterly earnings releases.
|
| |
|
||
|
•
|
| |
Pre-approves all audit and permissible non-audit services proposed to be performed by the Company’s independent registered public accounting firm.
|
| |
|
||
|
•
|
| |
Reviews and, if appropriate, approves or ratifies related party transactions.
|
| |
|
||
|
•
|
| |
Discusses with management, the Company’s independent registered public accounting firm and Company personnel responsible for the Company’s internal audit function the adequacy and effectiveness of the Company’s accounting and financial controls.
|
| |
|
||
|
•
|
| |
Reviews and discusses with management the Company’s policies and guidelines with respect to risk assessment and risk management.
|
| |
|
||
|
•
|
| |
The Board of Directors has determined that Mr. Flexon is an “audit committee financial expert” within the meaning of the SEC rules and that each of Messrs. Blossman, Flexon and Tritch is “financially literate” and has accounting or related financial management expertise, in each case as determined by the Board, in its business judgment.
|
| |
|
||
|
| |
|
| |
|
| |
|
Compensation Committee
|
| |
•
|
| |
Approves the corporate goals and objectives relevant to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance against the goals.
|
| |
8
|
|
•
|
| |
Approves the compensation of the other senior executive officers of the Company.
|
| |
|
||
|
•
|
| |
Recommends to the Board for approval the total compensation for directors.
|
| |
|
||
|
•
|
| |
Approves employment agreements, severance agreements and change in control agreements with the senior executive officers of the Company.
|
| |
|
||
|
•
|
| |
Oversees regulatory compliance regarding compensation matters.
|
| |
|
||
|
| |
•
|
| |
Develops and reviews periodically succession plans of the Chief Executive Officer and the other senior executive officers of the Company, and screens and recommends to the Board for approval candidate(s) for Chief Executive Officer and other senior executive officers of the Company.
|
| |
|
Committee
|
| |
Key Functions and Additional Information
|
| |
Number of
Meetings in
Fiscal 2020
|
|||
Nominating and Corporate Governance Committee
|
| |
•
|
| |
Identifies, evaluates, and recommends director candidates to the Board.
|
| |
6
|
|
•
|
| |
Determines the qualifications for membership on the Board and its committees and reviews these qualifications with the Board periodically.
|
| |
|
||
|
•
|
| |
Makes recommendations to the Board concerning committee member appointments and committee leadership.
|
| |
|
||
|
•
|
| |
Makes recommendations to the Board with respect to determinations of director independence.
|
| |
|
||
|
•
|
| |
Oversees annual performance evaluation of the Board and the committees of the Board.
|
| |
|
||
|
•
|
| |
Develops and oversees director education and new director onboarding.
|
| |
|
||
|
•
|
| |
Considers and recommends to the Board other actions relating to corporate governance.
|
| |
|
•
|
the position within or relationship of the related party with the Company;
|
•
|
the materiality of the transaction to the related party and the Company, including the dollar value of the transaction, without regard to profit or loss;
|
•
|
the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;
|
•
|
whether the transaction is comparable to a transaction that could be available with an unrelated party, or is on terms that the Company offers generally to persons who are not related parties;
|
•
|
whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business;
|
•
|
the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures; and
|
•
|
any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.
|
•
|
The Audit Committee oversees risks related to internal financial and accounting controls, legal, regulatory and compliance risks, work performed by the Company’s independent registered public accounting firm and the Company’s internal audit function, related party transactions, and the overall risk management governance structure and risk management function;
|
•
|
The Compensation Committee oversees the Company’s compensation programs and practices; and
|
•
|
The Nominating and Corporate Governance Committee oversees issues that may create governance risks, such as Board composition and structure, director selection and director succession planning.
|
Name
|
| |
Fees Earned or
Paid in Cash
($)(1)
|
| |
Stock Awards
($)(2)
|
| |
Total
($)
|
Jack A. Blossman, Jr.
|
| |
65,625
|
| |
36,289
|
| |
101,914
|
Mignon Clyburn
|
| |
62,344
|
| |
36,289
|
| |
98,633
|
Brian K. Ferraioli
|
| |
35,000
|
| |
—
|
| |
35,000
|
Robert C. Flexon
|
| |
78,906(3)
|
| |
36,289
|
| |
115,195
|
Stephen R. Tritch
|
| |
74,375
|
| |
50,804
|
| |
125,179
|
(1)
|
The Director Fees were reduced by 25% for the installments for the second and third quarter.
|
(2)
|
Represents the full grant date fair value of restricted stock unit (“RSU”) awards granted on June 9, 2020, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). Generally, the full grant date fair value is the amount that the Company would expense in the consolidated and combined financial statements over the award’s vesting schedule. For additional information regarding the assumptions made in calculating these amounts, see Note 2 to the consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These amounts reflect the accounting expense and do not correspond to the actual value that will be recognized by the directors.
|
(3)
|
Includes a $10,000 payment for services provided in 2020 as chair of the special committee.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)(2)
|
| |
Stock
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
Scott A. Sewell
President and Chief Executive Officer
|
| |
2020
|
| |
513,834
|
| |
525,000
|
| |
381,031
|
| |
—
|
| |
23,593
|
| |
1,443,458
|
|
2019
|
| |
514,423
|
| |
—
|
| |
1,056,838
|
| |
—
|
| |
27,531
|
| |
1,598,792
|
||
Roger D. Shannon
Chief Financial Officer and Treasurer
|
| |
2020
|
| |
406,221
|
| |
290,500
|
| |
150,600
|
| |
—
|
| |
23,490
|
| |
870,811
|
|
2019
|
| |
255,166
|
| |
148,250
|
| |
914,998
|
| |
—
|
| |
56,387
|
| |
1,374,801
|
||
Dorsey “Ron” McCall
Senior Vice President
|
| |
2020
|
| |
692,314
|
| |
—
|
| |
—
|
| |
—
|
| |
32,999
|
| |
725,313
|
|
2019
|
| |
750,006
|
| |
—
|
| |
—
|
| |
750,000
|
| |
34,004
|
| |
1,534,010
|
(1)
|
Salaries were reduced by 5% between April 26, 2020 through September 27, 2020.
|
(2)
|
Amounts shown represent the payment of annual bonuses for the applicable year. For a description of annual bonuses for fiscal 2020, see “—Additional Narrative Disclosures—2020 Bonus Plan” below.
|
(3)
|
The amounts in the “Stock Awards” column do not reflect the actual value the named executives will realize from the RSUs and the performance share units (“PSUs”) awarded to the executives. The amounts presented in the table are the grant date fair values of the awards computed in accordance with FASB ASC Topic 718 based on the probable outcome of any applicable performance conditions (determined as of the applicable date of grant) and excluding the effect of estimated forfeitures. The Company will recognize the grant date fair values of the awards as compensation expense over the vesting period of the awards.
|
(4)
|
The following table reflects the types and amounts of allowances and reimbursements included in this column:
|
|
| |
Scott A.
Sewell
|
| |
Dorsey “Ron”
McCall
|
| |
Roger D.
Shannon
|
Vehicle Allowance or Value of Vehicle Lease Reimbursement ($)
|
| |
6,625
|
| |
15,400
|
| |
8,250
|
Club Membership Dues Reimbursement ($)
|
| |
10,365
|
| |
7,753
|
| |
—
|
Employer Contributions to 401(k) Plan ($)
|
| |
6,603
|
| |
9,846
|
| |
8,550
|
Housing Allowance ($)
|
| |
—
|
| |
—
|
| |
6,690
|
Total ($)
|
| |
23,593
|
| |
32,999
|
| |
23,490
|
|
| |
Stock Awards
|
|||||||||
Name
|
| |
Number of
Shares or Units
of Stock That
Have Not Vested
(#)(1)
|
| |
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(2)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(3)
|
| |
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(4)
|
Scott A. Sewell
|
| |
298,423
|
| |
856,474
|
| |
154,891
|
| |
444,537
|
Roger D. Shannon
|
| |
187,046
|
| |
536,822
|
| |
63,764
|
| |
183,002
|
Dorsey “Ron” McCall
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
The RSUs (payable in shares of Common Stock) shown in this column will become vested as follows:
|
Name
|
| |
April 1, 2021
|
| |
April 1, 2022
|
| |
April 1, 2023
|
Scott A. Sewell
|
| |
77,445
|
| |
127,563
|
| |
93,415
|
Roger D. Shannon
|
| |
54,124
|
| |
73,844
|
| |
59,078
|
(2)
|
Market value is based on the closing market price of the Common Stock on December 31, 2020 of $2.87 per share.
|
(3)
|
Some PSUs shown in this column (68,293 for Mr. Sewell and 29,537 for Mr. Shannon) will vest on April 1, 2022 if the volume-weighted average price of a share of the Common Stock equals or exceeds $12.00 for any 20-consecutive trading day period ending on or prior to April 1, 2022.
|
(4)
|
The amounts in this column equal the number of unearned PSUs shown in the column to the left multiplied by, in each case, the closing market price of the Common Stock on December 31, 2020 of $2.87 per share. The amounts shown are not necessarily indicative of the amounts that may actually be realized by the named executive officers. The actual amounts realized will be based on whether the PSUs are earned and the market value of the Common Stock on the applicable Performance Period End Date.
|
•
|
Severance in a total amount equal to the Severance Multiple (as defined below) times the sum of his annual base salary and target annual bonus;
|
•
|
COBRA continuation coverage under our group health plan at the same cost applicable to our active employees for 18 months (in the case of Mr. Sewell) or 12 months (in the case of Mr. Shannon) following such termination of employment (or, if earlier, the date that the terminated Executive becomes eligible to receive health benefits as a result of subsequent employment); and
|
•
|
A pro-rata portion of the annual bonus he would have earned for the fiscal year in which the termination of employment occurred based on actual performance (or, if the termination of employment occurs during the 12-month period following a “change in control” (as defined in the 2018 Omnibus Incentive Plan) (the “CIC Protection Period”), the greater of target or actual performance).
|
|
| |
Fiscal 2020
($)
|
| |
Fiscal 2019
($)
|
Audit Fees(1)
|
| |
781,028
|
| |
891,223
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees(2)
|
| |
—
|
| |
241,715
|
All Other Fees(3)
|
| |
1,895
|
| |
1,895
|
Total
|
| |
782,923
|
| |
1,134,833
|
(1)
|
Audit Fees consists of fees billed for professional services rendered in connection with the annual financial statement audit and quarterly financial statement reviews, services.
|
(2)
|
Tax Fees consists of fees billed for tax compliance, consultation, and related matters.
|
(3)
|
All Other Fees consists of licensing fees paid for access to an online accounting research program provided by the Company’s independent registered public accounting firm.
|
•
|
shares subject to awards granted under the 2018 Plan that are subsequently forfeited or cancelled;
|
•
|
shares subject to awards granted under the 2018 Plan that otherwise terminate without shares being issued; and
|
•
|
shares surrendered, cancelled, or exchanged for cash (but not shares surrendered to pay the exercise price or withholding taxes associated with the award).
|
(i)
|
If shares of Common Stock, when delivered, are subject to a substantial risk of forfeiture by reason of any employment or performance-related condition, ordinary income taxation and the tax deduction will be delayed until the risk of forfeiture lapses, unless the grantee makes a special election to accelerate taxation under section 83(b) of the Code.
|
(ii)
|
If an employee exercises a stock option that qualifies as an ISO, no ordinary income will be recognized, and the Company will not be entitled to any tax deduction, if shares of Common Stock acquired upon exercise of the stock option are held until the later of one year from the date of exercise and two years from the date of grant. However, if the employee disposes of the shares acquired upon
|
(iii)
|
A grant may be subject to a 20% tax, in addition to ordinary income tax, at the time the grant becomes vested, plus interest, if the grant constitutes deferred compensation under section 409A of the Code and the requirements of section 409A of the Code are not satisfied.
|
Plan Category(1)
|
| |
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(#)
(a)
|
| |
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
($)
(b)
|
| |
Number of Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
(#)
(c)
|
Equity compensation plans approved by security holders
|
| |
523,604(2)
|
| |
—(3)
|
| |
1,093,674(4)
|
(1)
|
The Company does not have any equity compensation plan not approved by security holders.
|
(2)
|
Represents the number of unvested RSUs and unearned PSUs awarded to the Company’s key employees and non-employee directors under the 2018 Plan.
|
(3)
|
There are no outstanding stock options or other equity awards having an exercise price.
|
(4)
|
Represents shares available for award in the future under the 2018 Plan.
|
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