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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pros Holding Inc | NYSE:PRO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.59 | -1.76% | 32.89 | 34.43 | 32.75 | 34.43 | 395,280 | 22:30:00 |
Filed by the Registrant þ
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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¨
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Soliciting Material Pursuant to §240.14a-12
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Definitive Proxy Statement
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Definitive Additional Materials
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Date:
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April 29, 2020
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Time:
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8:00 a.m., Central Daylight Time
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Place:
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3100 Main Street, 9th Floor, Houston, Texas 77002, +1 (713) 335-5151
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1
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Elect three Class I directors and one Class III director named in the Proxy Statement to the board of directors of PROS Holdings, Inc. (Board of Directors or Board) each Class I director to serve a three-year term until our annual meeting of our stockholders to be held in the year 2023 (2023 Annual Meeting) and the Class III director to serve a two-year term until our annual meeting of stockholders to be held in 2022 (2022 Annual Meeting);
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Advisory vote on named executive officer compensation;
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Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020; and
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Transaction of other business that may properly come before the Annual Meeting.
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Page
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Vote Required
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8
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Voting Instructions
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9
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Role of the Board of Directors
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10
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Board Committees
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10
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Independence
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11
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Risk Oversight
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11
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Director Nomination
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11
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Code of Business Conduct and Ethics
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12
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Communication with Our Board of Directors
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12
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Proposal
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Board Vote Recommendation
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Page #
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Elect three Class I directors and one Class III director
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FOR
each director nominee
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19
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Advisory vote on executive compensation
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FOR
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41
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Ratification of appointment of PricewaterhouseCoopers LLP for fiscal year 2020
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FOR
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46
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•
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Continued substantial growth:
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•
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Subscription revenue increased 48% year-over-year;
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Recurring Revenue (Subscription + Maintenance Revenue) grew 25% year-over-year; and
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Total revenue grew 27% year-over-year.
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Continued to deliver our solutions faster and more efficiently, building towards our long-term growth objectives:
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Non-GAAP Recurring Revenue Gross Margin(1) increased by 2% to 76% year-over-year; and
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Non-GAAP Subscription Gross Margin(2) improved by 6% to 73% year-over-year.
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Delivered strong total shareholder return:
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Grew 91% during 2019; and
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Delivered 41% compound annual growth rate (CAGR) from 2017 through 2019.
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Improved financial position by reducing outstanding debt to $143.75 million and lowering cash borrowing costs by 50%.
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Further strengthened our executive team to help us continue scaling our business.
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Published our inaugural Corporate Social Responsibility Report, available at ir.pros.com
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(1)
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Non-GAAP Recurring Revenue Gross Margin is used to measure the efficiency of our business, and is defined as (a) total recurring revenue (comprised of subscription and maintenance & support revenue), less recurring cost of revenue excluding share-based compensation, amortization of acquisition-related intangibles, acquisition-related expenses and non-cash rent expense on the preoccupied new PROS headquarters and other items approved by the Company’s Audit Committee for inclusion in the Company’s external non-GAAP financial reporting (non-GAAP Recurring Cost of Revenue), divided by (b) total recurring revenue, expressed as a percentage.
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(2)
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Non-GAAP Subscription Gross Margin is used to measure the efficiency of our business, and is defined as (a) total subscription revenue, less subscription cost excluding share-based compensation, amortization of acquisition-related intangibles, acquisition-related expenses and non-cash rent expense on the preoccupied new PROS headquarters and other items approved by the Company’s Audit Committee for inclusion in the Company’s external non-GAAP financial reporting, divided by (b) total subscription revenue, expressed as a percentage.
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•
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The Compensation & Leadership Development (CLD) Committee is pleased with the Company’s performance and set target pay in line with competitive market practice of similar peer companies to ensure we retain and reward our CEO for continued strong performance going forward.
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Growth in shareholder return has far outpaced growth in our CEO’s target pay. Our CEO’s 2019 base salary and target cash incentive remained unchanged from 2018 levels, which is the fourth year in a row with no CEO salary or target cash incentive increase. Our CEO’s total target compensation, including base salary, target cash incentive and target value of long-term equity compensation, was set near the median pay level of our peer CEOs that was expected for 2019, which proved true when reviewing updated peer CEO compensation levels later in 2019.
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(1)
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Target equity compensation (a) for restricted stock units (RSUs) and market stock units (MSUs) represents total target equity compensation determined by the CLD Committee divided by the closing price of the Company's Common Stock reported by the New York Stock Exchange (NYSE) on the grant date, and for 2017 and 2018 MSUs differ from the accounting grant date fair value included in the "Grants of Plan-Based Awards" table; and (b) for performance-based RSUs (PRSUs) represents the accounting grant date fair value.
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Our CEO’s pay continues to be >50% directly “performance-based” (including annual cash incentive and performance-based equity) and >90% at risk (including time-based RSUs).
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We set aggressive performance-based goals, with higher top line growth required to achieve target payout when compared to the median of our peers’ trailing 12-month top line growth.
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Board Practices
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Shareholder Matters
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ü
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All non-employee directors independent
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Active shareholder outreach program
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ü
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Independent non-executive chairman
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Engage with shareholders throughout each year, including at earnings conference calls, investor road shows, investor days, as well as at individual shareholder meetings. We also welcome shareholders to attend our annual OutPerform event for customers and prospects.
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Independent Audit, Compensation and Leadership Development, and Nominating and Corporate Governance Committees of the Board (Committees)
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Regular executive sessions of non-employee and independent directors. Our non-executive chairman of the Board presides at executive sessions.
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ü
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Annual “Say-on-Pay” advisory vote
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Other Best Practices
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ü
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Annual Board and Committee evaluations
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ü
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Anti-hedging, anti-short and anti-pledging policies
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Regularly attend continuing education related to board governance best practices.
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ü
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Stock ownership guidelines for named executive officers (NEOs)
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25% women
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“Clawback” policy to recover, under applicable law, incentive bonuses awarded to any NEO as a result of that NEO’s fraud or intentional misconduct.
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50% under age 60
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Risk oversight by full Board and Committees
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Director resignation policy requires director nominees who do not receive at least 50% of the stockholder votes “for” re-election to tender their resignation.
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Name
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Age
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Director Since
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Class
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Independent
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AC
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CC
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NC
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Other Current Public Company Boards
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Greg B. Petersen
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57
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2007
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I
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Yes
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M
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C
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Mohawk Group Holdings, Inc.; Plus Therapeutics, Inc.
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Timothy V. Williams
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71
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2007
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I
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Yes
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C
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M
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ChannelAdvisor Corporation
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Mariette M. Woestemeyer
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68
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1985
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I
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Yes
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-
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Carlos Dominguez
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61
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-
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III
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Yes
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The Hartford Financial Services Group, Inc.
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Name
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Age
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Director Since
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Class
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Independent
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AC
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CC
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NC
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Other Current Public Company Boards
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Penelope Herscher
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59
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2018
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II
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Yes
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M
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M
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Faurecia SA; Lumentum Holdings, Inc.; Verint Systems, Inc.
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Leslie Rechan
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58
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2015
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II
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Yes
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M
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M
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MicroStrategy Incorporated
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Andres Reiner
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49
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2010
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III
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No
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Paylocity Holding Corporation
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William Russell
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68
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2008
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II
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Yes
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M
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C
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Accesso Technology Group PLC
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AC - Audit Committee
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CC - Compensation & Leadership Development Committee
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NC - Nominating & Corporate Governance Committee
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C - Chair
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M - Member
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1
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To elect three Class I directors to the Board of Directors, each to serve for a three-year term until the 2023 Annual Meeting, and one Class III director to serve for a two-year term until the 2022 Annual Meeting;
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2
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To conduct an advisory vote on executive compensation;
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3
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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4
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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Online. You may vote online by visiting www.proxyvote.com, and entering the control number found in your proxy card. You can vote via the Internet up until 11:59 P.M. Eastern Time on April 28, 2020.
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Telephone. You may vote by calling the toll-free number provided on your proxy card, and following the instructions found on your proxy card. You can vote via the telephone up until 11:59 P.M. Eastern Time on April 28, 2020.
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Mail. If you received a printed copy of the proxy card, you may vote by filling out the card and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting.
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•
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In Person. You may vote in person at the Annual Meeting, and any previous votes that you submitted, whether by Internet, telephone or mail, will be superseded by the vote that you cast at the Annual Meeting.
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Online. Using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.
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Telephone. Using the telephone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.
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Mail. By signing and returning a new proxy card dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.
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In Person. By attending the Annual Meeting and voting in person. However, attendance at the Annual Meeting will not in and of itself revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to our Corporate Secretary at or before the taking of the vote at the Annual Meeting.
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•
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our accounting and financial reporting processes and the audits of our financial statements:
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our independent auditors, including their qualifications, engagement, performance and independence;
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the results of the annual audit and the independent auditor’s review of our annual and quarterly financial statements and reports, including discussions with independent auditors without management present;
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•
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press releases regarding our financial results and any other financial information and earnings guidance provided;
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•
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matters that have a significant impact on our financial statements;
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•
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the scope, adequacy and effectiveness of our internal control over financial reporting;
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•
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procedures for complaints for employees to submit concerns anonymously about questionable accounting, internal control or auditing matters; and
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•
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all material related party transactions that require disclosure.
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•
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reviewing and approving the compensation arrangements for our executive officers and directors;
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•
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reviewing and approving corporate performance goals and objectives relevant to such compensation;
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administering our equity incentive plans;
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reviewing our compensation discussion and analysis and CLD Committee report required by the rules of the SEC;
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engaging with a third party independent advisor to assist in evaluating our executive compensation program;
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•
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providing oversight on the overall leadership development program throughout the Company; and
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overseeing succession planning for executive officers jointly with the NCG Committee.
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identifying qualified candidates to become directors and considering the nomination of our incumbent directors for reelection;
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evaluating stockholder nominations of candidates for election to our Board;
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reviewing our general policy relating to selection of director candidates and members of committees of our Board; including an assessment of the performance of our Board; and
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reviewing and making recommendations to our Board regarding corporate governance principles and policies.
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Name
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Age
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Position(s) with the Company
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Director Since
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Current Term Expires
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Current Class of Director
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Audit
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Compensation and Leadership Development
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Nominating and Corporate Governance
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Penelope Herscher
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59
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Director
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2018
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2021
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II
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Member
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Member
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Greg B. Petersen
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57
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Director (Nominee)
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2007
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2020
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I
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Member
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Chair
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Leslie Rechan
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58
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Director
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2015
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2021
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II
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Member
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Member
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Andres D. Reiner
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49
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President, CEO and Director
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2010
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2022
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III
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William Russell
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68
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Non-Executive Chairman
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2008
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2021
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II
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Member
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Chair
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Timothy V. Williams
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71
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Director (Nominee)
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2007
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2020
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I
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Chair
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Member
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Mariette M. Woestemeyer
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68
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Director (Nominee)
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1985
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2020
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I
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Ronald F. Woestemeyer
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74
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Director(1)
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1985
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2022
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III
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Carlos Dominguez
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61
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Nominee
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-
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Number of meetings in 2019
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9
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5
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3
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(1)
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Mr. Ronald F. Woestemeyer, a Class III director, has informed the Board of his intention to resign from the Board effective as of the Annual Meeting.
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Ms. Herscher is a seasoned technology public company board director, executive and entrepreneur, with more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 10 years of experience serving on public company boards of directors. Ms. Herscher currently serves on the boards of the following public companies: Faurecia SA (EPA: EO), Verint Systems, Inc. (NASD: VRNT), and Lumentum Holdings, Inc. (NASD: LITE). She also serves on the board of directors for privately held Delphix Corporation.
Ms. Herscher previously served on the board of directors of Rambus, Inc. (NASD: RMBS) (2006 to 2018). Ms. Herscher served as CEO for FirstRain, a privately held company in the unstructured data analytics space, from 2004 to 2015. Prior to leading FirstRain, she was CEO of Simplex Solutions and served in C-level and senior executive positions for a number of software and technology firms, including Cadence Design Systems, Inc.
Ms. Herscher has extensive business and leadership experience in software companies, including experience in software sales, marketing, strategy, governance, compensation planning and mergers and acquisitions.
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Penelope Herscher
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Mr. Woestemeyer co-founded the Company in 1985 with his wife, Mariette Woestemeyer. He has served as a director of the Company since 1985. Mr. Woestemeyer has notified the Board that he will be retiring from the Board as of the Annual Meeting.
Mr. Woestemeyer previously served as our Executive Vice President, Strategic Business Planning from 1997 until his retirement in July 2015. From 1985 to 1997, Mr. Woestemeyer served as our Chief Executive Officer. Prior to founding the Company, Mr. Woestemeyer spent 14 years at Texas International Airlines in various management and executive positions with responsibility over sales and marketing. Mr. Woestemeyer holds a Bachelor of Business Administration degree from the University of Houston.
Mr. Woestemeyer brings continuity and direct relevant industry experience to the Board as well as his unique familiarity with the business, structure, culture, history and deep knowledge of our markets.
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Ronald F. Woestemeyer
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Board Experience, Expertise or Attribute
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Penelope Herscher
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Greg B. Petersen
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Leslie Rechan
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Andres D. Reiner
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William Russell
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Timothy V. Williams
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Mariette M. Woestemeyer
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Ronald F. Woestemeyer
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Carlos Dominguez
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(Nominee)
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(Nominee)
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(Nominee)
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(Nominee)
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Accounting
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x
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x
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x
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Business Operations
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x
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x
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x
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x
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x
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x
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x
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x
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x
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Finance
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x
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x
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x
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x
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x
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International
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x
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x
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x
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x
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x
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x
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x
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Leadership
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x
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x
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x
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x
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x
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x
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x
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x
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x
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M&A
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x
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x
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x
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x
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x
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x
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x
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Public Company/Governance
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x
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x
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x
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x
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x
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x
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x
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Risk Management
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x
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x
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x
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x
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x
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Sales & Marketing
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x
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x
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x
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x
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x
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x
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Software Industry
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x
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x
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x
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x
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x
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x
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x
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x
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x
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Travel Industry
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x
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x
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x
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x
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x
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Cloud Software
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x
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x
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x
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x
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x
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x
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x
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Committee Role
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Audit Committee
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CLD Committee
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NCG Committee
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||||||
Member
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$
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15,000
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$
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15,000
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$
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7,500
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Chair
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$
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30,000
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$
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20,000
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$
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10,000
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Name
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Fees Earned
or Paid in Cash
($)
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Restricted
Stock Units
($) (1)
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Total
($)
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||||||
Penelope Herscher
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$
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57,500
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$
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219,452
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$
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276,952
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Greg B. Petersen
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$
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70,000
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$
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219,452
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$
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289,452
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Leslie Rechan
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$
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57,500
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$
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219,452
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$
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276,952
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William Russell
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$
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120,000
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$
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219,452
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$
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339,452
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Timothy V. Williams
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$
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72,500
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$
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219,452
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$
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291,952
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Mariette M. Woestemeyer
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$
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35,000
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$
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219,452
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$
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254,452
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Ronald F. Woestemeyer
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$
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35,000
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$
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219,452
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$
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254,452
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(1)
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Represents the aggregate grant date fair value of equity awards granted in 2019 calculated in accordance with GAAP. For additional information about valuation assumptions for equity awards, refer to Note 14 of our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019. The January 15, 2019 grant of RSUs awarded to all non-employee directors had two vesting dates: 75% vested in full on January 15, 2020, and the remainder vests in full on the date of the Annual Meeting, and had a grant date fair value of $219.452.
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Name
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Restricted Stock Units
(#) (1)
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Penelope Herscher
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6,640
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Greg B. Petersen
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6,640
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Leslie Rechan
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6,640
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William Russell
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6,640
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Timothy V. Williams
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6,640
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Mariette M. Woestemeyer
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6,640
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Ronald F. Woestemeyer
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6,640
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(1)
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Represents RSUs granted on January 15, 2019, 75% of which vested in full on January 15, 2020 and the remainder vest in full on the date of the Annual Meeting, under the 2019 director compensation policy, for all non-employee directors. Each RSU represents the contingent right to receive one share of Common Stock.
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Name
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Age
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Position
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Named Executive Officers:
|
||||
Andres D. Reiner
|
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49
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|
Chief Executive Officer, President and Director
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Stefan B. Schulz
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53
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Executive Vice President and Chief Financial Officer
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John C. P. Allessio
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56
|
|
Executive Vice President and Chief Customer Officer
|
Thomas F. Dziersk
|
|
57
|
|
Executive Vice President, Worldwide Sales
|
Roberto Reiner
|
|
58
|
|
Executive Vice President and Chief Technology Officer
|
Other Significant Employees:
|
||||
Nikki Brewer
|
|
39
|
|
Chief People Officer
|
Scott Cook
|
|
52
|
|
Chief Accounting Officer
|
Celia Fleischaker
|
|
50
|
|
Chief Marketing Officer
|
Damian Olthoff
|
|
45
|
|
General Counsel and Secretary
|
Benson Yuen
|
|
59
|
|
President, Travel
|
Craig Zawada
|
|
49
|
|
Chief Innovation Officer
|
Andres D. Reiner
|
Chief Executive Officer, President and Director
|
Stefan B. Schulz
|
Executive Vice President and Chief Financial Officer
|
John C. P. Allessio
|
Executive Vice President and Chief Customer Officer
|
Thomas F. Dziersk
|
Executive Vice President, Worldwide Sales
|
Roberto Reiner
|
Executive Vice President and Chief Technology Officer
|
•
|
Delivered strong growth and rapid transformation of our business to the cloud. Our results reflected further success in executing on our cloud transition, with year-over-year growth of 48% in subscription revenue, and 25% in Recurring Revenue, while also improving Recurring Revenue Gross Margin by 2% to 76%. Our total revenue growth in 2019 was well above median for our peer group.
|
•
|
In connection with our accelerated cloud transformation and strong business performance our stock price outperformed external benchmarks in 2019. Shareholders benefited from a 91% increase in our share price in 2019 and a 41% CAGR in our share price during 2017-2019. This performance has far outpaced our external benchmarks, including the S&P 500, Nasdaq, the Russell 2000 index, and our PROS stated peers used for executive compensation benchmarking.
|
What We Heard
|
|
What We Did
|
||
ü
|
A focus on CEO pay level.
|
|
ü
|
Reviewed and updated our peer group prior to January 2019 executive compensation decisions to ensure an accurate size-appropriate comparison of peer executive compensation practices and pay levels.
|
|
|
|
ü
|
Eliminated one outlier from 2019 for our 2020 peer group that may appear aspirational.
|
|
|
|
ü
|
Set CEO 2019 target compensation near the expected median of our updated peer group. CEO 2019 actual total compensation as reported in the Summary Compensation table is 6% lower than in 2018, despite a higher bonus payout for 2019 than for 2018 due to our accelerated outperformance in 2019.
|
|
|
|
ü
|
Continued to set majority of pay based on performance through our bonus plan and equity grants tied to our operational performance.
|
|
|
|
ü
|
Continued to set aggressive goals for cash incentive attainment at the beginning of each year tied to our strategic plan. For example, in 2019, our primary growth-oriented performance metric was Total Revenue, and this goal required 19% annual growth to earn a target award vs. the median annual 18% top line growth forecasts of our peers for their fiscal 2019.
|
ü
|
Strong support for linking performance-based equity to internal operating measures.
|
|
ü
|
Revised the structure of our performance-based equity grants from TSR performance relative to the Russell 2000 Index for 2018 awards to performance against preset internal operating measures that reflect the success of our cloud transition and align with shareholder interests for 2019 awards.
|
ü
|
Desire for our performance-based goals to be tied to a successful cloud transition and business performance.
|
|
ü
|
Eliminated Free Cash Flow from the success measures associated with annual bonus attainment. In 2019, this was replaced with Recurring Revenue Gross Margin to ensure focus on the primary measure of health and sustainability of our cloud business.
|
|
|
ü
|
Eliminated ARR, leaving total revenue as the primary success measure of top line growth associated with bonus attainment. In 2019 and again in 2020, bonus attainment will in part be based on aggressive annual Total Revenue growth targets.
|
|
|
|
|
ü
|
Changed our performance-based equity compensation to incentivize growth in Total Recurring Revenue, our primary measure of growth for our cloud business.
|
•
|
Continued emphasis on pay-for-performance. In 2019, our CLD Committee again sought to motivate our NEOs through predominantly “performance-based” cash and equity awards. The majority of our CEO’s 2019 target total compensation was directly performance-based, including annual cash incentives tied to pre-established performance targets and PRSU equity awards where attainment varies based on performance against certain long-term Company performance goals. PRSU attainment is formulaic and measured over multiple years against unchanged goals. Including RSU equity awards, which increase or decrease in value based on share price movement, >90% of our CEO’s 2019 total target compensation is considered at risk.
|
•
|
Set aggressive, performance-based and formulaic goals based on predefined targets with no discretion. Performance goals that determine annual cash incentive attainment were set aggressively in 2019, with above median performance expectations compared to our peer group. Our growth-oriented performance measure was Total Revenue. The minimum threshold for any incentive payment required 14% Total Revenue growth over 2018, and the target level award required 19% Total Revenue growth over 2018. This was higher than the annual 18% median revenue growth forecasts disclosed by our peers at the beginning of their fiscal 2019.
|
ü
|
Emphasize pay-for-performance where compensation is contingent upon the performance of our business, our stock price and individual performance
|
|
û
|
No hedging or pledging of Company stock, including short sales
|
ü
|
Utilize performance-based pay through equity and cash incentive awards that require achievement of pre-established goals with no discretion
|
|
û
|
No excessive perquisites
|
ü
|
Maintain “double trigger” change in control agreements
|
|
û
|
No pensions
|
ü
|
Maintain a clawback policy
|
|
û
|
No discount from fair market value in setting exercise price of stock options and stock appreciation rights
|
ü
|
CLD Committee oversees risks associated with compensation policies and practices
|
|
û
|
No repricing underwater stock options or stock appreciation rights without stockholder approval
|
ü
|
CLD Committee retains an independent compensation consultant
|
|
û
|
No equity vesting within less than one year after grant, except for up to 5% of the authorized shares
|
ü
|
Expect our CEO to hold stock equal to six times his base salary
|
|
|
|
ü
|
Expect each other NEO to hold stock equal to two times their base salary
|
|
|
|
Objective
|
|
Rationale
|
Competitive pay
|
|
Enable the Company to attract and retain high-caliber talent by setting compensation competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for business and talent. The Company does not target a specific percentile and reviews market data to check that compensation is generally in a market range and reflects the individual’s experience, performance, and contribution.
|
|
|
|
Pay for performance
|
|
Provide a compensation package that is weighted heavily towards performance-based pay to motivate high performance among our NEOs, with compensation levels reflecting the achievement of short- and long-term performance objectives
|
|
|
|
Align the interests of our executives with those of our stockholders
|
|
Directly link rewards to the achievement of measurable financial objectives that build long-term stockholder value
|
•
|
CEO target pay was set conservatively, increasing just 6% for 2019, near peer median pay levels despite the Company’s strong financial performance and total shareholder return in 2018. Despite the Company's continued success in growing its cloud-based recurring revenue business and 91% shareholder return in 2019, our CEO’s base salary and target cash incentive remained unchanged in 2019 from 2018. His target equity compensation1 increased to $4.65 million in 2019 from $4.3 million in 2018 to reflect this performance. Our CEO’s total target pay, including base salary and target cash incentive and the target value of long-term equity compensation, was set near the expected median of our 2019 peer group, and this expected median was later confirmed to be an accurate forecast.
|
(1)
|
Target equity compensation for RSUs and MSUs represents total target equity compensation determined by the CLD Committee divided by the closing price of the Company's Common Stock reported by the NYSE on the grant date, and differs from the accounting grant date fair value included in the "Grants of Plan-Based Awards" table.
|
•
|
solicited recommendations from an independent executive compensation consultant to evaluate our executive compensation practices and assisted in developing and implementing the executive compensation programs;
|
•
|
established a practice, in accordance with the rules of the NYSE, of reviewing the performance and determining the compensation earned, paid or awarded to our Chief Executive Officer;
|
•
|
established a policy, in accordance with the rules of the NYSE, to review on an annual basis the performance of our other executive officers with assistance from our Chief Executive Officer and determined what we believe to be appropriate total compensation for these executive officers; and
|
•
|
our CLD Committee members attended continuing education related to compensation best practices provided by NYSE, NACD, and Equilar, among others.
|
|
|
2019 Peer Group (Count = 18)
|
2020 Peer Group (Count = 17)
|
|
|
8x8
|
8x8
|
|
|
Aspen Tech
|
Aspen Tech
|
|
|
Benefitfocus
|
Benefitfocus
|
|
|
Bottomline Tech
|
Bottomline Tech
|
|
|
Cornerstone
|
Cornerstone
|
|
|
Coupa Software
|
Coupa Software
|
|
|
Ellie Mae
|
Ellie Mae
|
|
|
|
Everbridge
|
|
|
Five9
|
Five9
|
|
|
|
Instructure
|
|
|
Monotype Imaging
|
Monotype Imaging
|
|
|
Paylocity
|
Paylocity
|
|
|
Q2 Holdings
|
Q2 Holdings
|
|
|
Quotient Tech
|
Quotient Tech
|
|
|
|
Rapid7
|
|
|
SPS Commerce
|
SPS Commerce
|
|
|
Workiva
|
Workiva
|
|
|
Included for 2019, Removed for 2020:
|
|
|
|
Callidus Software (acquired)
|
|
|
|
Imperva (acquired)
|
|
|
|
Model N (market cap below target range)
|
|
|
|
RingCentral (revenue multiple above target range)
|
|
Component
|
|
Weighting
|
Total Revenue
|
|
60%
|
Recurring Revenue Gross Margin
|
|
40%
|
|
Goals ($M)
|
|
Performance Achieved
|
||||
Component
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
Total Revenue
|
225.0
|
|
234.4
|
|
240.2
|
|
250.3
|
Recurring Revenue Gross Margin
|
70.0%
|
|
72.0%
|
|
74.0%
|
|
76%
|
Named Executive Officer
|
|
Threshold
|
|
Target
|
|
Maximum
|
Andres D. Reiner
|
|
55%
|
|
110%
|
|
220%
|
Stefan B. Schulz
|
|
40%
|
|
80%
|
|
160%
|
John C. P. Allessio(1) (2)
|
|
32.5%
|
|
65%
|
|
122%
|
Thomas F. Dziersk
|
|
50%
|
|
100%
|
|
200%
|
Roberto Reiner(1)
|
|
35%
|
|
70%
|
|
132%
|
(1)
|
Messrs. Allessio and R. Reiner became executive officers near the end of 2019. The incentive plan they participated in for 2019 was weighted 15% for individual performance as recommended by the CEO and approved by the CLD Committee, and 85% for the Company achievement against Total Revenue & Recurring Revenue Gross Margin targets. For the purposes of “Target Maximum” a maximum payout for the individual performance of 120% was assumed.
|
(2)
|
Mr. Allessio's actual payout for 2019 was prorated based upon his start date of 10/22/2019.
|
Named Executive Officer
|
|
Actual Payout
|
||
|
As a % of Base
|
|
As a % of Target
|
|
Andres D. Reiner
|
|
220%
|
|
200%
|
Stefan B. Schulz
|
|
160%
|
|
200%
|
John C. P. Allessio
|
|
112%
|
|
188%
|
Thomas F. Dziersk
|
|
200%
|
|
200%
|
Roberto Reiner
|
|
132%
|
|
188%
|
Named Executive Officer
|
Stock Price PRSUs per Price Hurdle
|
||||
Earned in 2017
|
|
Earned in 2018
|
|
Earned in 2019
|
|
Andres D. Reiner
|
50,000
|
|
50,000
|
|
100,000
|
Stefan B. Schulz
|
15,000
|
|
15,000
|
|
30,000
|
John C. P. Allessio
|
—
|
|
—
|
|
—
|
Thomas F. Dziersk
|
—
|
|
—
|
|
—
|
Roberto Reiner
|
12,500
|
|
12,500
|
|
25,000
|
•
|
Change in Control: As part of our normal course of business, we may engage in discussions with other companies about possible collaborations and/or other ways in which the companies may work together to further our respective long-term objectives. In certain scenarios, the potential for merger or being acquired may be in the best interests of our stockholders. We provide a component of severance compensation if a NEO is terminated as a result of a change of control transaction to promote the ability of our NEOs to act in the best interests of our stockholders even though they could be terminated as a result of the transaction.
|
•
|
Termination Without Cause or For Good Reason: If we terminate the employment of one of our NEOs “without cause” or one of our NEOs resigns for “good reason,” each as defined in the applicable agreement, we are obligated to make certain payments based on the NEO's then-effective base salary. We believe this is appropriate because the terminated NEO is bound by confidentiality and non-competition provisions continuing after termination. We also believe it is beneficial to have a mutually-agreed severance package in place prior to any termination event, to avoid disruptive conflicts and provide us with more flexibility to make a change in management if such a change is in our and our stockholders’ best interests.
|
Name and
Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
(1)
|
|
Non-Equity
Incentive Plan Compensation
|
|
All Other
Compensation
|
|
Total
|
||||||||||||
Andres D. Reiner
|
|
2019
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
4,650,003
|
|
(2)
|
$
|
1,155,000
|
|
|
$
|
8,567
|
|
|
$
|
6,338,570
|
|
President and Chief
|
|
2018
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
5,408,210
|
|
(3)
|
$
|
799,838
|
|
|
$
|
1,785
|
|
|
$
|
6,734,832
|
|
Executive Officer
|
|
2017
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
4,032,840
|
|
(4)
|
$
|
419,843
|
|
|
$
|
18,584
|
|
|
$
|
4,996,267
|
|
Stefan B. Schulz
|
|
2019
|
|
$
|
392,000
|
|
|
$
|
—
|
|
|
$
|
2,000,021
|
|
(5)
|
$
|
627,200
|
|
|
$
|
8,548
|
|
|
$
|
3,027,769
|
|
Executive Vice President
|
|
2018
|
|
$
|
380,000
|
|
|
$
|
—
|
|
|
$
|
2,186,406
|
|
(6)
|
$
|
421,040
|
|
|
$
|
5,660
|
|
|
$
|
2,993,106
|
|
and Chief Financial Officer
|
|
2017
|
|
$
|
365,000
|
|
|
$
|
—
|
|
|
$
|
1,528,423
|
|
(7)
|
$
|
212,284
|
|
|
$
|
20,981
|
|
|
$
|
2,126,688
|
|
John C. P. Allessio
|
|
2019
|
|
$
|
66,667
|
|
(8)
|
$
|
—
|
|
|
$
|
1,999,979
|
|
(9)
|
$
|
74,851
|
|
|
$
|
1,333
|
|
|
$
|
2,142,830
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
and Chief Customer Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Thomas F. Dziersk
|
|
2019
|
|
$
|
383,000
|
|
|
$
|
—
|
|
|
$
|
1,600,017
|
|
(10)
|
$
|
766,000
|
|
|
$
|
6,479
|
|
|
$
|
2,755,496
|
|
Executive Vice President,
|
|
2018
|
|
$
|
375,000
|
|
|
$
|
—
|
|
|
$
|
485,863
|
|
(11)
|
$
|
519,375
|
|
|
$
|
—
|
|
|
$
|
1,380,238
|
|
Worldwide Sales
|
|
2017
|
|
$
|
85,336
|
|
(12)
|
$
|
100,000
|
|
(13)
|
$
|
2,697,901
|
|
(14)
|
$
|
76,377
|
|
|
$
|
5,418
|
|
|
$
|
2,965,032
|
|
Roberto Reiner
|
|
2019
|
|
$
|
338,000
|
|
|
$
|
—
|
|
|
$
|
1,800,002
|
|
(15)
|
$
|
444,808
|
|
|
$
|
8,400
|
|
|
$
|
2,591,210
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
and Chief Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the aggregate grant date fair value of equity awards granted in the specified fiscal year as calculated in accordance with GAAP. For additional information about equity award valuation assumptions, refer to Note 14 of our financial statements in our Form 10-K for the year ended December 31, 2019.
|
(2)
|
Represents 70,348 RSUs and 70,348 PRSUs awarded to Mr. A. Reiner on January 15, 2019. The 2019 RSUs vest annually in one fourth installments on January 15th of each year and have a grant date fair value of $33.05 per unit. The 2019 PRSUs will vest on January 15, 2022, and have a grant date fair value of $33.05 per unit. For additional information on the 2019 RSUs and 2019 PRSUs, see "2019 Grants of Plan-Based Awards" below.
|
(3)
|
Represents 82,948 RSUs awarded to Mr. A. Reiner on January 8, 2018 and 82,948 MSUs awarded on January 12, 2018. The 2018 RSUs vest annually in one fourth installments on January 10th of each year and have a grant date fair value of $27.02 per unit. The 2018 MSUs will vest on January 10, 2021, and have a grant date fair value of $38.18 per unit.
|
(4)
|
Represents 84,000 RSUs and 84,000 MSUs awarded to Mr. A. Reiner on January 20, 2017. The 2017 RSUs vest annually in one fourth installments on January 1st of each year and have a grant date fair value of $21.02 per unit. The 2017 MSUs will vest on March 1, 2020, and have a grant date fair value of $26.99 per unit.
|
(5)
|
Represents 36,309 RSUs and 24,206 PRSUs awarded to Mr. Schulz on January 15, 2019. The 2019 RSUs vest annually in one fourth installments on January 15th of each year and have a grant date fair value of $33.05 per unit. The 2019 PRSUs will vest on January 15, 2022, and have a grant date fair value of $33.05 per unit. For additional information on the 2019 RSUs and PRSUs, see "2019 Grants of Plan-Based Awards" below.
|
(6)
|
Represents 41,667 RSUs awarded to Mr. Schulz on January 8, 2018 and 27,778 MSUs awarded on January 12, 2018. The 2018 RSUs vest annually in one fourth installments on January 10th of each year and have a grant date fair value of $27.02 per unit. The 2018 MSUs will vest on January 10, 2021, and have a grant date fair value of $38.18 per unit.
|
(7)
|
Represents 39,200 RSUs and 26,100 MSUs awarded to Mr. Schulz on January 20, 2017. The RSUs vest annually in one fourth installments on January 1st of each year and have a grant date fair value of $21.02 per unit. The 2017 MSUs will vest on March 1, 2020, and have a grant date fair value of $26.99 per unit.
|
(8)
|
Mr. Allessio commenced his employment with us in October 2019.
|
(9)
|
Represents 38,632 RSUs awarded to Mr. Allessio on November 6, 2019. The 2019 RSUs vest annually in one fourth installments on November 6th of each year and have a grant date fair value of $51.77 per unit. For additional information on the 2019 RSUs, see "2019 Grants of Plan-Based Awards" below.
|
(10)
|
Represents 29,047 RSUs and 19,365 PRSUs awarded to Mr. Dziersk on January 15, 2019. The 2019 RSUs vest annually in one fourth installments on January 15th of each year and have a grant date fair value of $33.05 per unit. The 2019 PRSUs will vest on January 15, 2022, and have a grant date fair value of $33.05 per unit. For additional information on the 2019 RSUs and 2019 PRSUs, see "2019 Grants of Plan-Based Awards" below.
|
(11)
|
Represents 9,259 RSUs awarded to Mr. Dziersk on January 8, 2018 and 6,173 MSUs awarded on January 12, 2018. The 2018 RSUs vest annually in one fourth installments on January 10th of each year and have a grant date fair value of $27.02 per unit. The 2018 MSUs will vest on January 10, 2021, and have a grant date fair value of $38.18 per unit.
|
(12)
|
Mr. Dziersk commenced his employment with us in October 2017.
|
(13)
|
Represents a one-time cash inducement award following commencement of employment.
|
(14)
|
Represents 59,504 RSUs and 39,699 MSUs awarded to Mr. Dziersk on October 9, 2017. The 2017 RSUs vest annually in one fourth installments on October 9th of each year and have a grant date fair value of $24.48 PRSUs per unit. The 2017 MSUs will vest on October 9, 2020, and have a grant date fair value of $31.29 per unit.
|
(15)
|
Represents 54,463 RSUs awarded to Mr. R. Reiner on January 15, 2019. The 2019 RSUs vest annually in one fourth installments on January 15th of each year and have a grant date fair value of $33.05 per unit. For additional information on the 2019 RSUs, see "2019 Grants of Plan-Based Awards" below.
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Awards
|
All Other Stock Awards:
Number of Shares of Stock or Units (#)
|
FMV on Grant Date
($/Sh)
|
Grant Date Fair value of Options and Awards
($)
|
||||||||||||||||
Name
|
|
Type of Award
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||
Andres D. Reiner
|
|
RSU
|
1/15/2019
|
|
|
|
|
|
70,348
|
|
$
|
33.05
|
|
$
|
2,325,001
|
|
||||||||
|
PSU(1)
|
1/15/2019
|
|
|
|
70,348
|
|
140,696
|
|
|
$
|
33.05
|
|
$
|
2,325,001
|
|
||||||||
|
Cash incentive
|
|
$
|
288,750
|
|
$
|
577,500
|
|
$
|
1,155,000
|
|
|
|
|
|
|
||||||||
Stefan B. Schulz
|
|
RSU
|
1/15/2019
|
|
|
|
|
|
36,309
|
|
$
|
33.05
|
|
$
|
1,200,012
|
|
||||||||
|
PSU(1)
|
1/15/2019
|
|
|
|
24,206
|
|
48,412
|
|
|
$
|
33.05
|
|
$
|
800,008
|
|
||||||||
|
Cash incentive
|
|
$
|
156,800
|
|
$
|
313,600
|
|
$
|
627,200
|
|
|
|
|
|
|
||||||||
John C. P. Allessio
|
|
RSU
|
11/6/2019
|
|
|
|
|
|
38,632
|
|
$
|
51.77
|
|
$
|
1,999,979
|
|
||||||||
|
Cash incentive(2) (3)
|
|
$
|
23,265
|
|
$
|
40,460
|
|
$
|
76,064
|
|
|
|
|
|
|
||||||||
Thomas F. Dziersk
|
|
RSU
|
1/15/2019
|
|
|
|
|
|
29,047
|
|
$
|
33.05
|
|
$
|
960,003
|
|
||||||||
|
PSU(1)
|
1/15/2019
|
|
|
|
19,365
|
|
38,730
|
|
|
$
|
33.05
|
|
$
|
640,013
|
|
||||||||
|
Cash incentive
|
|
$
|
191,500
|
|
$
|
383,000
|
|
$
|
766,000
|
|
|
|
|
|
|
||||||||
Roberto Reiner
|
|
RSU
|
1/15/2019
|
|
|
|
|
|
54,463
|
|
$
|
33.05
|
|
$
|
1,800,002
|
|
||||||||
|
Cash incentive(2)
|
|
$
|
136,045
|
|
$
|
236,600
|
|
$
|
444,808
|
|
|
|
|
|
|
(1)
|
The 2019 PRSUs are subject to both a performance condition and a time-based vesting condition. The number of PRSUs that may be earned, up to 200% of target award, is based upon achievement by the Company against total recurring revenue targets over a performance period ending December 31, 2020. Such earned PRSUs then vest on January 15, 2022. Grant Date Fair Value was calculated using at target number of PRSUs with the fair value of $33.05 per unit determined on grant date.
|
(2)
|
Messrs. Allessio & R. Reiner became named executive officers in November 2019. For 2019, they participated in an incentive plan that did not have a maximum payout of 200%.
|
(3)
|
Mr. Allessio's target cash incentive was prorated to reflect his start date of October 22, 2019.
|
|
|
Stock Awards
|
||||||
Name
|
Equity incentive
plan awards:
number of
unearned shares,
units or other
rights that have
not vested
(#)
|
|
Equity incentive
plan awards:
market or payout
value of unearned shares,
units or other
rights that have
not vested ($)
|
|||||
Andres D. Reiner
|
|
22,500
|
|
(1)
|
|
$
|
1,348,200
|
|
|
|
84,000
|
|
(2)
|
|
$
|
5,033,280
|
|
|
|
42,000
|
|
(3)
|
|
$
|
2,516,640
|
|
|
|
62,211
|
|
(6)
|
|
$
|
3,727,683
|
|
|
|
82,948
|
|
(7)
|
|
$
|
4,970,244
|
|
|
|
70,348
|
|
(8)
|
|
$
|
4,215,252
|
|
|
|
70,348
|
|
(9)
|
|
$
|
4,215,252
|
|
Stefan B. Schulz
|
|
15,625
|
|
(1)
|
|
$
|
936,250
|
|
|
|
26,100
|
|
(2)
|
|
$
|
1,563,912
|
|
|
|
19,600
|
|
(3)
|
|
$
|
1,174,432
|
|
|
|
31,251
|
|
(6)
|
|
$
|
1,872,560
|
|
|
|
27,778
|
|
(7)
|
|
$
|
1,664,458
|
|
|
|
24,206
|
|
(8)
|
|
$
|
1,450,424
|
|
|
|
36,309
|
|
(9)
|
|
$
|
2,175,635
|
|
John C. P. Allessio
|
|
38,632
|
|
(10)
|
|
$
|
2,314,829
|
|
|
|
|
|
|
|
|||
Thomas F. Dziersk
|
|
39,669
|
|
(4)
|
|
$
|
2,376,966
|
|
|
|
29,752
|
|
(5)
|
|
$
|
1,782,740
|
|
|
|
6,945
|
|
(6)
|
|
$
|
416,144
|
|
|
|
6,173
|
|
(7)
|
|
$
|
369,886
|
|
|
|
19,365
|
|
(8)
|
|
$
|
1,160,351
|
|
|
|
29,047
|
|
(9)
|
|
$
|
1,740,496
|
|
Roberto Reiner
|
|
30,000
|
|
(1)
|
|
$
|
1,797,600
|
|
|
|
32,650
|
|
(3)
|
|
$
|
1,956,388
|
|
|
|
40,509
|
|
(6)
|
|
$
|
2,427,299
|
|
|
|
54,463
|
|
(9)
|
|
$
|
3,263,423
|
|
(1)
|
Represents 2016 RSUs awarded to Messrs. A. Reiner, Schulz, and R. Reiner on March 24, 2016. These 2016 RSUs continue to vest annually in one-fourth installments on March 1st of each year through 2020.
|
(2)
|
Represents 2017 MSUs awarded to Messrs. Reiner and Schulz on January 20, 2017. These 2017 MSUs vest on March 1, 2020. The amounts shown above reflect the number of 2017 MSUs that would be earned if the performance goals related to these awards were met at the target level at the end of the performance period. If the minimum performance threshold is not met, there will be no payout. The number of shares that will actually be earned will depend on our TSR for the period from March 1, 2017 to February 28, 2020 as compared to the Russell 2000 Index.
|
(3)
|
Represents 2017 RSUs awarded to Messrs. A. Reiner, Schulz, and R. Reiner on January 20, 2017. These 2017 RSUs continue to vest annually in one-fourth installments on January 1st of each year through 2021.
|
(4)
|
Represents MSUs awarded on October 9, 2017 to Mr. Dziersk. These 2017 MSUs vest on October 9, 2020. The amount shown above reflects the number of 2017 MSUs that would be earned if the performance goals related to this award were met at the target level at the end of the performance period. If the minimum performance threshold is not met, there will be no payout. The number of shares that will actually be earned depend on our TSR for the period from October 9, 2017 to October 9, 2020 as compared to the Russell 2000 Index.
|
(5)
|
Represents the unvested portion of the 2017 RSUs awarded to Mr. Dziersk on October 9, 2017. The 2017 RSUs continue to vest annually in one-fourth installments on October 9th of each year through 2021.
|
(6)
|
Represents 2018 RSUs awarded to Messrs. A. Reiner, Schulz, Dziersk and R. Reiner on January 8, 2018. These 2018 RSUs continue to vest annually in one-fourth installments on January 10th of each year through 2022.
|
(7)
|
Represents 2018 MSUs awarded to Messrs. A. Reiner, Schulz, and Dziersk on January 12, 2018. These 2018 MSUs vest on January 10, 2021. The amounts shown above reflect the number of 2018 MSUs that would be earned if the performance goals related to these awards were met at the target level at the end of the performance period. If the minimum performance threshold is not met, there will be no payout. The number of shares that will actually be earned will depend on our TSR for the period from January 1, 2018 and December 31, 2020 as compared to the Russell 2000 Index.
|
(8)
|
Represents 2019 PRSUs awarded to Messrs. A. Reiner, Schulz, Dziersk, and R. Reiner on January 15, 2019. These 2019 PRSUs are subject to both a performance condition and a time-based vesting condition. The number of 2019 PRSUs which may be earned, up to 200% of target award, is based upon achievement by the Company against total recurring revenue targets over a performance period ending December 31, 2020. Such earned 2019 PRSUs then vest on January 15, 2022.
|
(9)
|
Represents 2019 RSUs awarded to Messrs. A. Reiner, Schulz, Dziersk and R. Reiner on January 15, 2019. These 2019 RSUs vest annually in one-fourth installments on January 15th of each year through 2023.
|
(10)
|
Represents 2019 RSUs awarded to Mr. Allessio on November 6, 2019. These 2019 RSUs vest annually in one-fourth installments on November 6th of each year through 2023.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
|
Number of shares acquired on exercise(1)
(#)
|
|
Value realized on exercise
($)
|
|
Number of shares acquired on RSU vesting
(#)
|
|
Number of shares acquired on PRSU and MSU vesting
(#)
|
|
Value realized on vesting
($)
|
|||||||
Andres D. Reiner
|
|
200,000
|
|
|
$
|
10,499,000
|
|
|
78,537
|
|
|
280,000
|
|
|
$
|
15,563,583
|
|
Stefan B. Schulz
|
|
—
|
|
|
—
|
|
|
56,466
|
|
|
155,000
|
|
|
$
|
9,107,044
|
|
|
John C. P. Allessio
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Thomas F. Dziersk
|
|
—
|
|
|
—
|
|
|
17,190
|
|
|
—
|
|
|
$
|
985,124
|
|
|
Roberto Reiner
|
|
—
|
|
|
—
|
|
|
59,828
|
|
|
25,000
|
|
|
$
|
3,508,682
|
|
(1)
|
Represents the exercise of Stock Appreciation Rights (SARs)
|
Name
|
|
Severance ($)
|
|
Annual Bonus Payment ($)
|
|
Equity Grants ($)
|
|
Welfare Benefits ($)
|
|
Total Payment ($)
|
|||||
Andres D. Reiner
|
|
|
|
|
|
|
|
|
|
|
|||||
Death or Disability (1)
|
|
—
|
|
|
—
|
|
|
35,212,048
|
|
|
—
|
|
|
35,212,048
|
|
Termination (2)
|
|
1,102,500
|
|
|
1,155,000
|
|
|
31,814,824
|
|
|
23,217
|
|
|
34,095,541
|
|
Termination on Change of Control (3)
|
|
1,653,750
|
|
|
1,155,000
|
|
|
36,030,076
|
|
|
34,826
|
|
|
38,873,652
|
|
Vesting on Change of Control (4)
|
|
—
|
|
|
—
|
|
|
12,285,937
|
|
|
—
|
|
|
12,285,937
|
|
Stefan B. Schulz
|
|
|
|
|
|
|
|
|
|
|
|||||
Death or Disability (1)
|
|
—
|
|
|
—
|
|
|
13,952,552
|
|
|
—
|
|
|
13,952,552
|
|
Termination (2)
|
|
705,600
|
|
|
627,200
|
|
|
5,819,385
|
|
|
20,485
|
|
|
7,172,670
|
|
Termination on Change of Control (3)
|
|
1,058,400
|
|
|
627,200
|
|
|
14,066,040
|
|
|
30,728
|
|
|
15,782,368
|
|
Vesting on Change of Control (4)
|
|
—
|
|
|
—
|
|
|
4,038,069
|
|
|
—
|
|
|
4,038,069
|
|
John C. P. Allessio
|
|
|
|
|
|
|
|
|
|
|
|||||
Death or Disability (1)
|
|
—
|
|
|
—
|
|
|
2,314,829
|
|
|
—
|
|
|
2,314,829
|
|
Termination (2)
|
|
320,000
|
|
|
—
|
|
|
—
|
|
|
22,882
|
|
|
342,882
|
|
Termination on Change of Control (3)
|
|
480,000
|
|
|
74,851
|
|
|
2,314,829
|
|
|
34,322
|
|
|
2,904,002
|
|
Tom Dziersk
|
|
|
|
|
|
|
|
|
|
|
|||||
Death or Disability (1)
|
|
—
|
|
|
—
|
|
|
5,217,115
|
|
|
—
|
|
|
5,217,115
|
|
Termination (2)
|
|
383,000
|
|
|
—
|
|
|
—
|
|
|
23,217
|
|
|
406,217
|
|
Termination on Change of Control (3)
|
|
574,500
|
|
|
766,000
|
|
|
10,593,437
|
|
|
34,826
|
|
|
11,968,763
|
|
Vesting on Change of Control (4)
|
|
—
|
|
|
—
|
|
|
3,169,768
|
|
|
—
|
|
|
3,169,768
|
|
Roberto Reiner
|
|
|
|
|
|
|
|
|
|
|
|||||
Death or Disability (1)
|
|
—
|
|
|
—
|
|
|
5,690,722
|
|
|
—
|
|
|
5,690,722
|
|
Termination (2)
|
|
338,000
|
|
|
—
|
|
|
—
|
|
|
14,140
|
|
|
352,140
|
|
Termination on Change of Control (3)
|
|
507,000
|
|
|
437,710
|
|
|
9,444,710
|
|
|
21,210
|
|
|
10,410,630
|
|
(1)
|
Death or Disability - in the event of a termination of the executive officer’s employment due to death or disability certain equity awards will vest. For an explanation of these benefits by executive, see “Employment Agreements” above.
|
(2)
|
Termination - in the event of an involuntary termination of the executive officer’s employment by the Company without Cause or a termination of employment by the executive officer for Good Reason, certain severance, bonus, equity vesting and other benefits are due to the executive officer. For an explanation of these benefits by executive and the definitions of Cause and Good Reason, see “Employment Agreements” above.
|
(3)
|
Termination on Change of Control - in the event of an involuntary termination of the executive officer’s employment by the Company without Cause or a termination of employment by the executive officer for Good Reason, in either event during the six-month period prior to a Change of Control or after a Change of Control, certain severance, bonus, equity vesting and other benefits are due the executive officer. For an explanation of these benefits by executive, see “Employment Agreements” above.
|
(4)
|
Vesting on Change of Control - in the event of a Change of Control, certain performance-based equity awards accelerate their vesting by their terms because the respective performance period is deemed to have ended as of the date of the Change of Control. For PRSUs, if a Change of Control occurs prior to the one-year anniversary of the beginning of a performance period, the award vests at 100% of the target award amount and the earned shares are delivered, or paid out, to the executives as of the Change of Control. For MSUs, a Change of Control triggers a measurement of performance as of the Change of Control. Earned MSUs based on this measurement are paid out to the executives as of the Change of Control pro rata based on the length of the performance period concluded prior to the Change of Control. The remaining earned MSUs vest at the end of the original performance period.
|
|
I
|
|
II
|
|
III
|
||||||
Plan Category
|
Number of
securities to be
issued upon
exercise of
outstanding options and rights (2)
|
|
Weighted-average
exercise price of
outstanding
options and rights ($) (3)
|
|
Number of
securities
remaining available for future issuance
under plans
(excluding securities listed in Column (I)) (4)
|
||||||
All compensation plans previously approved by security holders (1)
|
2,719,064
|
|
|
10.38
|
|
|
2,606,524
|
|
|||
All compensation plans not previously approved by security holders
|
0
|
|
|
N/A
|
|
|
0
|
|
|||
Total
|
2,719,064
|
|
|
10.38
|
|
|
2,606,524
|
|
Principal Shareholders and Address
|
|
Common Stock and Nature of Beneficial Ownership
|
|
Percentage
|
|
Brown Capital Management, LLC, 1201 N. Calvert Street, Baltimore, MD 21202
|
|
6,526,453(1)
|
|
15.1
|
%
|
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355
|
|
3,641,146(2)
|
|
8.4
|
%
|
PRIMECAP Management Company, 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105
|
|
3,131,100(3)
|
|
7.2
|
%
|
Ronald F. and Mariette M. Woestemeyer, 3100 Main, Suite 900, Houston, TX 77002
|
|
2,860,135(4)
|
|
6.6
|
%
|
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055
|
|
2,602,151(5)
|
|
6.0
|
%
|
D.F. Dent and Co Inc., 400 East Pratt Street, Baltimore, MD 21202
|
|
2,288,354(6)
|
|
5.3
|
%
|
(1)
|
Based solely upon a Schedule 13G/A filed by Brown Capital Management, LLC (Brown) with the SEC on February 14, 2020 reporting that Brown beneficially owned 6,526,453 shares of our Common Stock as of December 31, 2019, with sole voting power with respect to 4,001,243 shares of our Common Stock and sole dispositive power with respect to 6,526,453 shares of our Common Stock.
|
(2)
|
Based solely upon a Schedule 13G filed by The Vanguard Group (Vanguard) with the SEC on February 11, 2020 reporting that Vanguard owned 3,641,164 shares of our Common Stock as of December 31, 2019, with sole voting power with respect to 70,458 shares of our Commons Stock, shared voting power with respect to 9,018 shares of our Common Stock, sole dispositive power with respect to 3,565,916 shares of our Common Stock and shared dispositive power with respect to 75,248 shares of our Common Stock.
|
(3)
|
Based solely upon a Schedule 13G/A filed by PRIMECAP Management Company (PRIMECAP) with the SEC on February 12, 2020 reporting that PRIMECAP beneficially owned 3,131,100 shares of our Common Stock as of December 31, 2019, with sole voting and sole dispositive power with respect to 3,131,100 shares of our Common Stock.
|
(4)
|
Includes 2,846,855 shares held by various trusts for the benefit of certain family members and 3,320 shares from RSUs which are scheduled to vest as of the Annual Meeting.
|
(5)
|
Based solely upon a Schedule 13G/A filed by BlackRock, Inc. (BlackRock) with the SEC on February 5, 2020 reporting that BlackRock beneficially owned 2,602,151 shares of our Common Stock as of December 31, 2019, with sole voting power with respect to 2,521,242 shares of our Common Stock and sole dispositive power with respect to 2,602,151 shares of our Common Stock.
|
(6)
|
Based solely upon a Form 13F filed by D.F. Dent & Co Inc. (DF Dent) with the SEC on February 14, 2020 reporting that DF Dent beneficially owned 2,288,354 shares of our Common Stock as of December 31, 2019, with sole voting and sole dispositive power with respect to 2,288,354 shares of our Common Stock.
|
Name of Beneficial Owner
|
|
Common Stock Beneficially Owned(1)
|
|
|
Percentage
|
|
Named Executive Officers
|
|
|
|
|
||
Andres D. Reiner
|
|
791,730
|
|
|
1.8
|
%
|
Stefan B. Schulz
|
|
246,636
|
|
|
*
|
|
John C. P. Allessio
|
|
—
|
|
|
*
|
|
Thomas F. Dziersk
|
|
20,429
|
|
|
*
|
|
Roberto Reiner
|
|
80,143
|
|
|
*
|
|
Non-Employee Directors and Director Nominees
|
|
|
|
|
||
Penelope Herscher
|
|
10,242(2)
|
|
|
*
|
|
Greg B. Petersen
|
|
108,016(2)
|
|
|
*
|
|
Leslie Rechan
|
|
35,352(2)
|
|
|
*
|
|
William Russell
|
|
133,211(2)
|
|
|
*
|
|
Timothy V. Williams
|
|
111,968(2)
|
|
|
*
|
|
Mariette M. Woestemeyer(3)
|
|
2,860,135(3)
|
|
|
6.6
|
%
|
Ronald F. Woestemeyer(3)
|
|
2,860,135(3)
|
|
|
6.6
|
%
|
Carlos Dominguez
|
|
—
|
|
|
*
|
|
All NEOs, directors and director nominees as a group
|
|
4,397,862
|
|
|
10.2
|
%
|
(1)
|
Beneficial ownership represents sole voting and investment power.
|
(2)
|
Includes 1,660 shares from RSUs which are scheduled to vest as of the Annual Meeting.
|
(3)
|
Mr. and Mrs. Woestemeyer jointly beneficially own an aggregate of 2,860,135 shares or our Common Stock, including 3,220 shares from RSUs which are scheduled to vest as of the Annual Meeting.
|
|
|
2019
|
|
2018
|
||||
Audit fees
|
|
$
|
1,953,252
|
|
|
$
|
1,845,680
|
|
Audit-related fees
|
|
233,650
|
|
|
—
|
|
||
Tax fees
|
|
78,970
|
|
|
41,992
|
|
||
All other fees
|
|
2,893
|
|
|
1,919
|
|
||
Total fees
|
|
$
|
2,268,765
|
|
|
$
|
2,091,692
|
|
1 Year Pros Chart |
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