def14a
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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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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Soliciting Material Pursuant to § 240.14a-12 |
PRGX GLOBAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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TABLE OF CONTENTS
PRGX GLOBAL, INC.
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339
(770) 779-3900
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 24, 2011
TO THE SHAREHOLDERS OF
PRGX GLOBAL, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of PRGX GLOBAL, INC. (the
Company) will be held at the Companys offices, 600 Galleria Parkway, Atlanta, Georgia 30339, on
Tuesday, May 24, 2011, at 9:00 a.m., for the following purposes:
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To elect three Class III directors and one Class II director to serve until the
Annual Meetings of Shareholders to be held in 2014 and 2013, respectively, or until
their successors are elected and qualified; |
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To ratify BDO USA, LLP as our independent registered public accounting firm for
the fiscal year 2011; |
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To approve the Companys executive compensation (the Say-on-Pay Resolution); |
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To approve the frequency of the Companys Say-on-Pay Resolution; and |
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To transact such other business as may properly come before the meeting or
any adjournments thereof. |
The proxy statement is attached. Only record holders of the Companys common stock at the
close of business on April 1, 2011 will be eligible to vote at the meeting.
If you are not able to attend the meeting in person, please complete, sign, date and return
your completed proxy in the enclosed envelope. If you attend the meeting, you may revoke your proxy
and vote in person. However, if you are not the registered holder of your shares you will need to
get a proxy from the registered holder (for example, your broker or bank) in order to attend and
vote at the meeting.
By Order of the Board of Directors:
![(PRGX LOGO)](g26765g2676501.gif)
Patrick G. Dills, Chairman
April 12, 2011
A copy of the Companys Annual Report on Form 10-K for the year ended December 31, 2010 is enclosed
with this notice and proxy statement.
PRGX GLOBAL, INC.
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GEORGIA 30339
(770) 779-3900
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
May 24, 2011
GENERAL INFORMATION
The Board of Directors of PRGX Global, Inc. (which we refer to in this proxy statement as
PRGX, the Company, we, us or our) is furnishing you this proxy statement to solicit
proxies on its behalf to be voted at the 2011 Annual Meeting of Shareholders. The annual meeting
will be held on Tuesday, May 24, 2011, at 9:00 a.m., at the Companys offices, 600 Galleria
Parkway, Atlanta, Georgia 30339. The proxies may also be voted at any adjournments or postponements
of the meeting. Upon a vote of the shareholders present at the annual meeting, we may adjourn the
meeting to a later date if there are not sufficient shares present in person or by proxy to
constitute a quorum or to permit additional time to solicit votes on any proposal to be presented
at the annual meeting. You may obtain directions to the location of the 2011 Annual Meeting by
contacting Victor A. Allums, Senior Vice President, General Counsel and Secretary, at the address
or telephone number listed above.
This proxy statement and the accompanying form of proxy are first being mailed to
shareholders on or about April 12, 2011. You must complete and return the proxy for your shares of
common stock to be voted.
Any shareholder who has given a proxy may revoke it at any time before it is exercised at the
meeting by:
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delivering to the Secretary of the Company a written notice of revocation
dated later than the date of the proxy; |
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executing and delivering to the Secretary a subsequent proxy relating to the same
shares; or |
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attending the meeting and voting in person, unless you are a street name
holder without a legal proxy, as explained below. Attending the meeting will not in
and of itself constitute revocation of a proxy. |
Shareholders who hold shares in street name (e.g., in a bank or brokerage account) must
obtain a legal proxy form from their bank or broker to vote at the meeting. You will need to bring
the legal proxy with you to the meeting, or you will not be able to vote at the meeting.
All communications to the Secretary should be addressed to the Secretary at the Companys
offices, 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. Any proxy which is not revoked
will be voted at the annual meeting in accordance with the shareholders instructions. If a
shareholder returns
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a properly signed and dated proxy card but does not mark any choices on one or more items, his or
her shares will be voted in accordance with the recommendations of the Board of Directors as to
such items. The proxy card gives authority to the proxy holders to vote shares in their discretion
on any other matter properly presented at the annual meeting.
The Company will pay all expenses in connection with the solicitation of proxies, including
postage, printing and handling and the expenses incurred by brokers, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners. In addition to solicitation by mail,
solicitation of proxies may be made personally or by telephone, facsimile or other means by
directors, officers and employees of the Company and its subsidiaries. Directors, officers and
employees of the Company will receive no additional compensation for any such further solicitation.
The Company has retained Innisfree M&A Incorporated to assist in the solicitation. The fee to be
paid for such services is estimated at approximately $10,000, plus reasonable out-of-pocket
expenses.
Voting Requirements
Only holders of record of the Companys common stock at the close of business on April 1, 2011
(the Record Date) are entitled to notice of, and to vote at, the annual meeting. Holders on the
Record Date are referred to as the Record Holders in this proxy statement. On the Record Date,
the Company had outstanding a total of 23,986,892 shares of common stock. Each share of common
stock is entitled to one vote.
To constitute a quorum with respect to each matter to be presented at the annual meeting,
there must be present, in person or by proxy, a majority of the total votes entitled to be cast by
Record Holders of the common stock. Abstentions will be treated as present for purposes of
determining a quorum. In addition, shares held by a broker as nominee (i.e., in street name) that
are represented by proxies at the Annual Meeting, but that the broker fails to vote on one or more
matters as a result of incomplete instructions from a beneficial owner of the shares (broker
non-votes), will also be treated as present for quorum purposes. The election of directors is no
longer considered a routine matter as to which brokers may vote in their discretion on behalf of
clients who have not furnished voting instructions with respect to the election of directors. As a
result, if you hold your shares in street name and do not provide your broker with voting
instructions, your shares will not be voted at the annual meeting with respect to the election of
directors, the Companys Say-on-Pay proposal or the proposal relating to the frequency of the
Companys Say-on-Pay vote. The ratification of BDO USA LLP as our independent registered public
accounting firm is considered a routine matter, and therefore, brokers will have the discretion
to vote on this matter even if they do not receive voting instructions from the beneficial owner of
the shares.
With respect to Proposal 1 regarding the election of directors, assuming a quorum, the
candidates receiving a plurality of the votes cast by the Record Holders of the common stock will
be elected directors. Under plurality voting, assuming a quorum is present, the candidates
receiving the most votes will be elected, regardless of whether they receive a majority of the
votes cast. Abstentions and broker non-votes will have no effect on the outcome.
With respect to Proposal 2 regarding approval of the 2011 independent registered public
accounting firm, ratification of this appointment requires that a quorum be present and that the
number of votes cast for the proposal exceeds the votes cast against it. Abstentions and broker
non-votes will have no effect on the outcome.
With respect to Proposal 3 regarding approval of the Say-on-Pay Resolution, approval of this
proposal requires that a quorum be present and that the number of votes cast for the proposal
exceeds the votes cast against it. The Companys Say-on-Pay vote is advisory in nature and the
ultimate
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outcome of the vote is non-binding on the Company. Abstentions and broker non-votes will have no
effect on the outcome.
With respect to Proposal 4 regarding the frequency of the Companys Say-on-Pay vote, assuming
a quorum, the frequency option that receives the greatest number of votes cast by the Record
Holders of the common stock will be deemed to be the option approved by the shareholders regardless
of whether such option receives a majority of the votes cast. The vote on the frequency of the
Companys Say-on-Pay vote is advisory in nature and the ultimate outcome of the vote is non-binding
on the Company. Abstentions and broker non-votes will have no effect on the outcome.
Votes cast by proxy or in person at the annual meeting will be counted by the person or
persons appointed by the Company to act as inspector(s) of election for the meeting. Prior to the
meeting, the inspector(s) will sign an oath to perform their duties in an impartial manner and to
the best of their abilities. The inspector(s) will ascertain the number of shares outstanding and
the voting power of each of such shares, determine the shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots and perform certain other duties as
required by law.
We expect that shares owned by current executive officers and directors of the Company will be
voted in favor of the nominees for director that have been recommended by the Board and in
accordance with the Boards recommendations on the other proposals. As of April 1, 2011, shares
owned by executive officers and directors of the Company and entitled to vote at the annual meeting
represented in the aggregate approximately 18.77% of the shares of common stock outstanding on that
date.
Any other proposal not addressed herein but properly presented at the meeting will be approved
if a proper quorum is present and the votes cast in favor of it meet the threshold specified by the
Companys Articles, Bylaws and by Georgia law with respect to the type of matter presented. No
shareholders have submitted notice of intent to present any proposals at the annual meeting as
required by the Companys Bylaws.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on May 24, 2011
In accordance with rules adopted by the United States Securities and Exchange Commission (the
SEC), we are also making this proxy statement and its annual report available to shareholders
electronically via the Internet. To access this proxy statement and the Companys Annual Report on
Form 10-K on the Internet, please visit www.prgx.com/proxy.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company currently has eight directors. The Board is divided into three classes of
directors, designated as Class I, Class II and Class III. The directors in each class serve
staggered three-year terms. Shareholders annually elect directors to serve for the three-year term
applicable to the class for which such directors are nominated or until their successors are
elected and qualified. At the annual meeting, shareholders will be voting to elect (i) three
directors to serve as Class III directors; and (ii) one director to serve as a Class II director.
The terms of David A. Cole, Philip J. Mazzilli, Jr. and Archelle Georgiou Feldshon, currently
serving as Class III directors, and Patrick M. Byrne, currently serving as a Class II director,
will expire at the annual meeting unless they are re-elected.
The persons named in the proxy intend to vote FOR election of all the nominees named below as
directors of the Company, unless otherwise specified in the proxy. Those directors of the Company
elected at the annual meeting to be held on May 24, 2011 to serve as Class III or Class II
directors, as the
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case may be, will each serve a three- or two-year term, respectively, or until their successors are
elected and qualified. Each of the nominees has consented to serve on the Board of Directors if
elected. Should any nominee become unable to accept nomination or election, which is not
anticipated, it is the intention of the persons named in the proxy, unless otherwise specifically
instructed in the proxy, to vote for the election of such other person as the Board of Directors
may nominate.
Set forth below are the name, age and director class of each director nominee and director
continuing in office following the annual meeting and the period during which each has served as
a director.
The Boards Nominees for Class III Directors are:
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David A. Cole(2) (3) |
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Since February 2003 |
Philip J. Mazzilli, Jr.(1) |
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Since March 2006 |
Archelle Georgiou Feldshon(3) |
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Since September 2010 |
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Member of the Audit Committee. |
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Member of Compensation Committee. |
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Member of the Nominating and Corporate Governance Committee. |
The Boards Nominee for Class II Director is:
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Patrick M. Byrne |
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Since February 2011 |
The Board of Directors of the Company recommends a vote FOR the election of each of the
nominees named above for election as director.
Directors Continuing in Office
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Continuing Director |
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Romil Bahl |
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Class I |
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2012 |
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Since January 2009 |
Steven P. Rosenberg(1)(2) |
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Class I |
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2012 |
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Since March 2006 |
Patrick G. Dills(1) (2) |
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Class II |
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2013 |
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Since March 2006 |
N. Colin Lind(2)(3) |
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Class II |
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2013 |
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Since March 2006* |
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Member of the Audit Committee. |
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Member of the Compensation Committee. |
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Member of the Nominating and Corporate Governance Committee. |
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Mr. Lind previously served as a director of the Company from May 2002 to October 2005. |
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Information about Nominees for Election as Class III Directors
David A. Cole is the retired Chairman of the Board and Chief Executive Officer of Kurt Salmon
Associates, Inc. (KSA), an international management consulting firm serving the retail, consumer
products and healthcare industries. He was appointed president of KSA in 1983, served as its chief
executive officer from 1988 through 1998 and served as its chairman from 1988 to 2001. Mr. Cole
currently serves as a director of AMB Property Corporation (NYSE: AMB), a global owner and operator
of industrial real estate, and as a director of Americorp Holdings, Inc., a privately held operator
of healthcare clinics. Mr. Cole also currently serves on the Deans Advisory Council of Goizueta
Business School at Emory University.
Having served as Chairman and CEO of KSA, Mr. Cole brings deep experience in global
professional services to the Board of Directors. Through his service on the board of directors of
several publicly-traded companies, Mr. Cole has significant experience and expertise in the areas
of corporate management, leadership, executive compensation and corporate governance.
Philip J. Mazzilli, Jr. is a financial and general business consultant. From 2000 to 2003 he
was Executive Vice President and Chief Financial Officer of Equifax Corporation, an international
provider of consumer credit information and information database management. From 1999 to 2000 he
was Executive Vice President and Chief Financial Officer of Nova Corporation, a payment services
company.
Mr. Mazzilli brings highly valuable financial expertise, leadership skills, and strategic
planning abilities to the Board of Directors, developed from his many years as a finance manager
and executive, including his prior service as Chief Financial Officer at Equifax and Nova
Corporation. He is highly experienced and knowledgeable in financial analysis, financial
statements, and risk management, and he qualifies to serve as an Audit Committee financial expert.
Dr. Archelle Georgiou is the president of Georgiou Consulting, LLC, a healthcare consulting
firm that she founded in December of 2007. Prior to December 2007, Dr. Georgiou worked for
UnitedHealth Group Corporation for over 12 years in numerous executive level positions, including
National Medical Director, Chief Medical Officer, CEO Care Management, and culminating with her
position as Executive Vice President Strategic Relations, Specialized Care Services. Over the
course of her career, Dr. Georgiou has made numerous media contributions regarding the latest
healthcare industry news and trends, including, since January 2007, as the Health Care Expert and
Media Correspondent for a twice weekly television segment for Fox 9 News in Minneapolis-St. Paul,
Minnesota. As a Senior Fellow with the University of Minnesota Center for Spirituality & Healing,
Dr. Georgiou focuses on expanding the adoption of integrated medicine. Dr. Georgiou is also a
Senior Fellow with the Center for Health Transformation, a think tank focusing on innovative
changes in the health care industry. Dr. Georgiou graduated from the Johns Hopkins School of
Medicine in 1986. She trained and practiced in internal medicine in Northern California before
transitioning into healthcare administration and policy.
Dr. Georgiou brings to the Board over two decades of experience in the healthcare industry and
highly valuable expertise in the areas of healthcare management and policy, the use of healthcare
databases in the development of healthcare informatics, predictive modeling and software
development. Dr. Georgious perspective on emerging healthcare industry trends and policies and her
extensive healthcare operational experience provide the Board with valuable insight regarding an
important part of the Companys business.
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Information about Nominee for Election as Class II Director
Patrick M. Byrne is an Operating Partner at TowerBrook Capital Partners, L.P. an international
investment management firm. From 2003 to 2010, he was a Senior Managing Director at Accenture, a
leading publicly traded management consulting and technology services firm, where he held a number
of senior leadership roles. Prior to joining Accenture, Mr. Byrne held various executive leadership
roles with A.T. Kearney, Inc., a leading global operations and strategy management consulting firm,
from 1989 to 2003. Mr. Byrnes roles at A.T. Kearney included Chief Operating Officer and service
in the Office of the CEO. From 1981 to 1989, Mr. Byrne was a Senior Partner at Ernst & Young
responsible for Transportation and Supply Chain / Logistics Management Consulting Services. Mr.
Byrne also serves on the Board of Livingston International, a leading North American provider of
innovative technology and electronic networks in customs brokerage, transportation and integrated
logistics services located in Toronto, Ontario.
Mr. Byrne brings to the Board extensive experience in building and growing professional,
business and technology services companies. Over the course of his career he has provided
invaluable business insights and advice on business strategy and operations to senior executives at
leading global companies.
Information about the Class I Directors whose Terms will Expire at the 2012 Annual Meeting of
Shareholders
Romil Bahl is the Companys President and Chief Executive Officer. Prior to joining the
Company, Mr. Bahl held a number of senior leadership positions with Infosys Technologies Limited, a
publicly traded global technology and consulting services company, since April 2004. Mr. Bahl was
one of the founders and a Managing Director of Infosys Consulting, Inc., a wholly-owned subsidiary
of Infosys Technologies, and from November 2007 until January 2009, he led Infosyss global Systems
Integration business unit. Prior to joining Infosys in 2004, Mr. Bahl led the global Consulting
Services business of EDS, and between 1995 and 2002, he held a number of senior roles at the
management consulting firm of A.T. Kearney, last serving as the leader of the firms European
Strategic Technology and Transformation Practice based in London. From 1992 to 1995, Mr. Bahl
served in a number of roles at Deloitte Consulting.
Mr. Bahl has extensive experience leading and growing professional services organizations,
including financial performance management. He is also experienced in leading high performing teams
and has considerable expertise in business strategy development. Mr. Bahl also brings to the Board
of Directors managements perspective of the Company and its operations, which is an invaluable
asset to the Board in its direction of the Companys future.
Steven P. Rosenberg is President of SPR Ventures, Inc., a private investment company he
founded in 1997, and President of SPR Packaging LLC. From 1992 to 1997 he was President of the
Arrow subsidiary of ConAgra Foods, Inc., a packaged food company. Mr. Rosenberg also serves as a
director of Texas Capital Bancshares, Inc., a bank holding company, and Cinemark Holdings, Inc., a
motion picture exhibition company.
Mr. Rosenberg has over thirty years of experience in general corporate management, including
oversight of corporate financial affairs. He also has years of experience serving on the boards of
directors of publicly traded companies. Through general corporate management experience and his
service on these public company boards, Mr. Rosenberg has extensive knowledge in the areas of
leadership, risk management, financial oversight, and corporate governance.
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Information about the Class II Directors whose Terms will Expire at the 2013 Annual Meeting of
Shareholders
Patrick G. Dills is Chairman of the Board of PRGX Global, Inc. He also served as Interim
President and Chief Executive Officer of the Company from December 1, 2008 to January 21, 2009. Mr.
Dills also serves as Chairman of the Board of Paradigm Management Services, LLC, a provider of
complex and catastrophic medical management services to the workers compensation industry. He also
serves as a director of MSC Group, Inc., a leader in the delivery of medical products and services
to the workers compensation industry. From 2006 to 2009 Mr. Dills served as Executive Chairman of
MSC. Mr. Dills served from 1988 to 2005 in several executive positions at First Health Group Corp.
Mr. Dillss last positions were President of CCN (Community Care Networks) and President of Health
Net Plus, both subsidiaries of First Health Group.
Mr. Dills has extensive experience serving in senior leadership and management roles of
several companies in the healthcare industry, an industry in which the Company is working to expand
its presence. Through this service, his service as a member of the Compensation and Audit
Committees of Paradigm Management Services, LLC, and his prior service as a director of a public
company, Mr. Dills has developed critical healthcare industry knowledge, excellent leadership and
risk oversight skills and a solid understanding of corporate governance matters.
N. Colin Lind is the Managing Partner of Blum Capital Partners, L.P. (Blum L.P.), a public
strategic block and private equity investment firm he joined in 1986, which is currently
responsible for managing approximately $2.5 billion in assets. Mr. Lind previously served as a
director of four public companies (including Kinetic Concepts, Inc. from November 1997 to June
2008) and eight private companies. Mr. Lind is also serving as Blum L.P.s nominee to the Board
pursuant to the Investor Rights Agreement discussed below.
As co-founder and Managing Partner of Blum L.P., Mr. Lind is one of the chief architects of
Blum L.P.s hybrid Strategic Block/Private Equity investment strategy, and has presided over the
deployment of over $9 billion in investment capital. Mr. Lind has expertise in fundamental analysis
of investment opportunities, evaluation of business strategies, and evaluation of future prospects
of business enterprises. In addition, through his extensive service, on both public and private
boards of directors, he has valuable knowledge in the areas of business management, risk oversight
and corporate governance.
Blum L.P., pursuant to its Investor Rights Agreement with the Company, as amended (the
Investor Rights Agreement), has the right to name one nominee for election to the Board. This
right is currently satisfied by the election at the 2010 annual meeting of Mr. Lind to a three-year
term as a Class II director. Also pursuant to the Investor Rights Agreement, Blum L.P. has the
right to designate an observer to attend the Companys Board meetings.
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PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Our Board of Directors, upon the recommendation of our Audit Committee, has appointed BDO USA,
LLP (BDO) as the Companys independent registered public accounting firm for the 2011 fiscal
year. A proposal will be presented at the annual meeting to ratify the appointment of BDO as our
independent registered public accounting firm for the 2011 fiscal year. Shareholder ratification of
the selection of BDO as our independent registered public accounting firm is not required but is
being presented to our shareholders as a matter of good corporate practice. Notwithstanding
shareholder ratification of the appointment of the independent registered public accounting firm,
the Audit Committee, in its discretion, may direct the appointment of a new independent registered
public accounting firm if the Audit Committee believes that such a change would be in our best
interests and the best interests of our shareholders. If the shareholders do not ratify the
appointment, the Audit Committee will reconsider the appointment of BDO. We have been advised that
a representative from BDO will be present at the annual meeting, will be given an opportunity to
speak if they desire to do so, and will be available to answer appropriate questions.
The Board of Directors recommends a vote FOR approval to ratify the appointment of the 2011
independent registered public accounting firm.
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PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the
Dodd-Frank Act) requires that the Companys shareholders have the opportunity to cast a
non-binding advisory vote regarding the compensation of the Companys executive officers who are
named in the Summary Compensation Table contained in this proxy statement whom we refer to as our
named executive officers. We have disclosed the compensation of our named executive officers
pursuant to rules adopted by the SEC.
As we describe in detail in the Compensation Discussion and Analysis section and the
accompanying compensation tables and narrative discussion contained in this proxy statement, we
have designed our executive compensation programs to drive our long-term success and increase
shareholder value. We utilize our executive compensation programs to provide compensation that will
(i) attract and retain our named executive officers, (ii) encourage our named executive officers to
perform at their highest levels by directly linking a material portion of their total compensation
with key Company financial and operational performance objectives, and (iii) directly align our
executive compensation with shareholders interests through the grants of equity-based incentive
awards.
Our Compensation Committee has overseen the development and implementation of our executive
compensation programs using these core compensation principles as a guide. Our Compensation
Committee also continuously reviews, evaluates and updates our executive compensation programs as
needed to ensure that we continue to provide competitive compensation that motivates our named
executive officers to perform at their highest levels while simultaneously increasing long-term
shareholder value. We highlight the following aspects of our executive pay program that we believe
reflect sound governance and effective program design:
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All executive compensation decisions made by an independent and active Compensation Committee |
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A pay philosophy that seeks to emphasize variable over fixed compensation |
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A pay mix that seeks to provide both short-term and long-term incentives |
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Short-term and long-term incentive opportunities tied to a balanced performance measurement
system that includes top line growth (revenue), operating income (adjusted EBITDA) and stock
price performance |
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Capped short-term incentive opportunities to mitigate concerns regarding incentives for
excessive risk-taking |
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A balanced long-term incentive grant mix that includes stock options and restricted stock to
achieve both performance and retention objectives |
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An equity plan that prohibits re-pricing without shareholder approval |
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Change-of-control agreements that require a double-trigger (change-of-control plus actual
separation) for separation payments and that do not provide an excise tax gross-up |
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Minimal executive perquisites or other enhanced benefits for executives |
This advisory shareholder vote, commonly referred to as a Say-on-Pay vote, gives you as a
shareholder the opportunity to approve or not approve the compensation of our named executive
officers that is disclosed in this proxy statement by voting for or against the following
resolution (or by abstaining with respect to the resolution):
RESOLVED, that the compensation paid to the Companys named executive officers,
as disclosed in this proxy statement in accordance with the compensation disclosure
requirements of the Securities and Exchange Commission, including the
9
Compensation Discussion and Analysis, compensation tables and the related narrative
disclosures herein, is hereby APPROVED.
Because your vote is advisory, it will not be binding on either the Board of Directors or the
Company. However, our Compensation Committee will take into account the outcome of the shareholder
vote on this proposal when considering future executive compensation decisions and arrangements.
The Board of Directors recommends a vote FOR approval of the compensation paid to the
Companys named executive officers as disclosed in this proxy statement in accordance with the
compensation disclosure requirements of the Securities and Exchange Commission, including in
Compensation Discussion and Analysis, compensation tables and the related narrative disclosures.
10
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Dodd-Frank Act requires the Companys shareholders to have the opportunity to cast a
non-binding advisory vote regarding how frequently the Company should seek from its shareholders a
non-binding advisory vote (similar to Proposal 3 above) on the compensation of its named executive
officers as disclosed in the Companys proxy statement. By voting on this frequency proposal,
shareholders may indicate whether they would prefer that the advisory vote on the compensation of
the Companys named executive officers occur every one, two or three years. Shareholders may also
abstain from voting on the proposal. Accordingly, the following resolution is submitted for an
advisory shareholder vote at the annual meeting:
RESOLVED, that the option set forth below that receives the greatest number of
votes cast by the shareholders of PRGX Global, Inc. shall be the preference of the
Companys shareholders for frequency of an advisory vote on the compensation of the
Companys named executive officers:
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every year; |
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every two years; or |
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every three years. |
The Board has determined that an annual (every year) advisory vote on executive compensation
is the best approach for the Company since it provides for the most frequent input from
shareholders on the Companys compensation philosophy, policies and practices.
The option receiving the greatest number of votes (every one, two or three years) will be
considered the frequency approved by shareholders. Although the vote is non-binding, the Board will
take into account the outcome of the vote when making future decisions about the frequency for
holding an advisory vote on executive compensation.
The Board recommends a vote in favor of an annual (every year) advisory shareholder vote on
the compensation of the Companys named executive officers.
11
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD OF DIRECTORS
Independence
The Board of Directors has evaluated the independence of each Board member and has determined
that the following directors, which constitute a majority of the Board, are independent in
accordance with the Nasdaq and SEC rules governing director independence: Messrs. Byrne, Cole,
Dills, Lind, Mazzilli and Rosenberg and Dr. Georgiou.
Meetings of the Board of Directors and Attendance at the Annual Meeting of Shareholders
During 2010, there were four meetings of the Board of Directors. Each incumbent director
attended more than 75 percent of the aggregate of all meetings of the Board of Directors held while
he or she was a director and any committees on which that director served.
The Board of Directors does not have a policy requiring director attendance at the annual
shareholders meeting. However, directors are encouraged to attend. All of our then-serving
directors attended the 2010 Annual Meeting of Shareholders.
Director Compensation
The following table presents information relating to total compensation of the directors for
the fiscal year ended December 31, 2010. Information with respect to the compensation of Mr. Bahl
is included below under Executive Compensation. As an executive officer of the Company, Mr. Bahl
does not receive any compensation for his service as a director.
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Fees Earned or |
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Stock |
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Option |
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All Other |
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Name |
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Paid In Cash |
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Awards(1)(2) |
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Awards(3) (4) |
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Compensation |
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Total ($) |
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($) |
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($) |
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($) |
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($) |
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David A. Cole |
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57,000 |
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33,842 |
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20,637 |
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111,479 |
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Patrick G. Dills |
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111,750 |
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33,842 |
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20,637 |
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166,229 |
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N. Colin Lind |
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46,500 |
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33,842 |
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20,637 |
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100,979 |
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Philip J. Mazzilli, Jr. |
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66,750 |
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33,842 |
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20,637 |
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121,229 |
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Steven P. Rosenberg |
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54,750 |
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33,842 |
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20,637 |
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109,229 |
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Archelle Georgiou Feldshon |
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14,500 |
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92,126 |
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60,566 |
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167,192 |
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(1) |
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The amount represents the aggregate grant date fair value of stock awards granted in
the fiscal year valued in accordance with Financial Accounting Standards Board Accounting
Standards Codification (FASB ASC) Topic 718. This amount does not represent our accounting
expense for these awards during the year and does not correspond to the actual cash value
recognized by the director when received. Each director received 8,546 shares of restricted
stock which vest on the earlier of (a) June 23, 2011 and (b) the date of, and immediately
prior to, the 2011 Annual Meeting of Shareholders. Dr. Georgiou also received, as a one-time
election grant, an additional 8,546 shares of restricted stock which vest on the earlier of
(a) June 23, 2013 and (b) the date of, and immediately prior to, the 2013 Annual Meeting of
Shareholders. |
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(2) |
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The number of stock awards outstanding as of December 31, 2010 for each director was
as follows: Mr. Cole, 8,546, Mr. Dills, 8,546, Mr. Lind, 8,546, Mr. Mazzilli, 8,546, Mr.
Rosenberg, 8,546, and Dr. Georgiou 17,092. |
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(3) |
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The amount represents the aggregate grant date fair value of option awards granted
in the fiscal year valued in accordance with FASB ASC Topic 718. This amount does not
represent our accounting expense for these awards during the year and does not correspond to
the actual cash value recognized by the director |
12
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when received. Each director other than Dr. Georgiou received 8,546 stock options with an
exercise price of $3.96 which vest on the earlier of (a) June 23, 2011 and (b) the date of,
and immediately prior to, the 2011 Annual Meeting of Shareholders. Dr. Georgiou received
8,546 stock options with an exercise price of $5.39 which vest on the earlier of (a) June 23,
2011 and (b) the date of, and immediately prior to, the 2011 Annual Meeting of Shareholders.
Upon her election to the Board, Dr. Georgiou also received, as a
one-time election grant, an
additional 8,546 stock options with an exercise price of $5.39, vesting on the earlier of (a)
June 23, 2013 and (b) the date of, and immediately prior to, the 2013 Annual Meeting of
Shareholders. |
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(4) |
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The aggregate number of option awards outstanding as of December 31, 2010 for each
director was as follows: Mr. Cole, 105,510, Mr. Dills, 66,510, Mr. Lind, 75,510, Mr. Mazzilli,
75,510, Mr. Rosenberg, 75,510 and Dr. Georgiou 17,092. |
Each non-employee member of the Board is paid a $30,000 annual retainer for his or her
service on the Board and the Chairman of the Board is paid an additional $48,000 annual retainer
for his service in that capacity. Non-employee members of Board committees are paid annual
committee retainers of $12,000 for the Audit Committee, $9,000 for the Compensation Committee and
$6,000 for the Nominating and Corporate Governance Committee. Chairs of each of these committees
are paid supplemental annual committee chair retainers equal to the amount of the applicable member
retainer for the particular committee. Non-employee directors also receive a $1,500 per meeting
attendance fee for attendance at Board meetings and the annual meeting of shareholders, if the
annual meeting of shareholders is not held in conjunction with a Board meeting. Directors are
reimbursed for all out-of-pocket expenses, if any, incurred in attending Board and committee
meetings.
In addition to cash compensation, the Board may grant nonqualified stock options or other
equity awards to the non-employee directors from time to time. On June 23, 2010, the Company
granted 8,546 shares of restricted stock and options to purchase 8,546 shares of the Companys
common stock to each of the Companys then-serving non-employee directors (Messrs. Cole, Dills,
Lind, Mazzilli and Rosenberg). Upon her appointment to the Board on September 8, 2010, the Company
similarly granted Dr. Georgiou 8,546 shares of restricted stock and options to purchase 8,546
shares of the Companys common stock. All of the options have an exercise price of $3.96, except
for the options granted to Dr. Georgiou which have an exercise price of $5.39, the closing price of
the Companys common stock on the dates of the respective grants, and will vest on the earlier of
(a) June 23, 2011 and (b) the date of, and immediately prior to, the 2011 Annual Meeting of
Shareholders. The options expire on June 23, 2017. The restricted stock will vest on the earlier of
(a) June 23, 2011 and (b) the date of, and immediately prior to, the 2011 Annual Meeting of
Shareholders. In connection with her appointment to the Board the Company also granted to Dr.
Georgiou also received, as a one-time election grant, an additional 8,546 stock options with an
exercise price of $5.39 and an additional 8,546 shares of restricted stock, both vesting on the
earlier of (a) June 23, 2013 and (b) the date of, and immediately prior to, the 2013 Annual Meeting
of Shareholders.
Board Leadership Structure and Role in Risk Oversight
The Board of Directors determines what leadership structure it deems appropriate from time to time
based on factors such as the experience of the Companys Board members and executive officers, the
current business environment of the Company and other relevant factors. After considering these
factors, the Board has determined that the appropriate leadership structure for the Company at this
time is a Board of Directors with an independent Chairman of the Board (Mr. Dills) and a Chief
Executive Officer (Mr. Bahl) who also serves on the Companys Board. We believe that the role of an
independent Chairman enhances the Boards oversight of management of the Company and helps to
ensure that the Board is fully engaged with the Companys strategy and its implementation.
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Management of the Company is responsible for the Companys day-to-day risk management
and the Board serves in a risk management oversight role. The Audit Committee assists the Board of
Directors in fulfilling this oversight function. The Audit Committee and management of the Company
periodically review various risks facing the Company and the internal controls and procedures in
place to manage such risks. In addition, the Audit Committee and full Board consider risk-related
matters on an on-going basis in connection with deliberations regarding specific transactions and
issues. At the request of the Audit Committee, management is undertaking in 2011 an enterprise-wide
assessment of risks facing the Company. Management expects to develop and implement mitigation
plans for material risks, as needed, following completion of the risk assessment.
Stock Ownership Guidelines
On May 29, 2008, the Nominating and Corporate Governance Committee adopted stock ownership
guidelines for the Companys non-employee directors to better align the interests of non-employee
directors with shareholders. The guidelines require non-employee directors to own shares of Company
stock with a value equal to or greater than four times the amount of the annual retainer paid to
the non-employee director for Board service. Directors have three years to achieve compliance with
the guidelines. Shares must be owned directly by the director or his immediate family residing in
the same household or in trust for the benefit of the non-employee director or his immediate
family. Restricted stock units, unvested shares of restricted stock and stock options (vested or
unvested) do not count toward satisfaction of the guidelines. The Nominating and Corporate
Governance Committee has authority to grant exceptions to the guidelines in rare circumstances.
Audit Committee
The Companys Audit Committee consists of three independent directors: Messrs. Dills, Mazzilli
and Rosenberg. Mr. Mazzilli currently serves as Chairman of the Audit Committee, and the Board has
determined that Mr. Mazzilli is an audit committee financial expert, as such term is defined in
Item 407(d) of SEC Regulation S-K. The Board of Directors has determined that the current Audit
Committee members satisfy the independence criteria included in the current listing standards for
the Nasdaq Global Market and by the SEC for audit committee membership. The Audit Committee met 12
times in 2010. The Audit Committee has sole authority to retain the Companys independent
registered public accounting firm and reviews the scope of the Companys annual audit and the
services to be performed for the Company in connection therewith. The Audit Committee also
formulates and reviews various Company policies, including those relating to accounting practices
and the internal control structure of the Company, and the Companys procedures for receiving and
investigating reports of alleged violations of the Companys policies and applicable regulations by
the Companys directors, officers and employees. The Audit Committee also reviews and approves any
related party transactions. The Board has adopted a written Audit Committee Charter which is
available at the Companys website: www.prgx.com or upon written request to the Secretary of the
Company at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339. See Report of the Audit
Committee.
Audit Committee Pre-Approval Policies and Procedures. The Audit Committee approves each
engagement of the Companys principal accountants for audit and non-audit related services and
associated projected fees in advance of such engagement.
Compensation Committee
The Companys Compensation Committee consists of four independent directors: Messrs. Cole,
Dills, Lind and Rosenberg. Mr. Lind is Chairman of the Compensation Committee. The Board of
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Directors has determined that each of the Compensation Committee members is independent based on
the current listing standards for the Nasdaq Global Market.
The Compensation Committee held 10 meetings in 2010. The Compensation Committee determines the
compensation of the executive officers of the Company and the other members of the Companys senior
leadership team. The Compensation Committee also administers the Companys benefit plans, including
the 2008 Equity Incentive Plan, the Stock Incentive Plan, the Performance Bonus Plan, and the 2006
Management Incentive Plan and makes recommendations to the Nominating and Corporate Governance
Committee regarding director compensation. The Compensation Committee determines the amounts and
types of all awards of stock-based compensation to individuals who file reports pursuant to Section
16 of the Securities Exchange Act of 1934 (the Exchange Act). Each member of the Compensation
Committee is a nonemployee director, as such term is defined in Rule 16b-3 promulgated pursuant
to the Exchange Act. Messrs. Cole, Lind and Rosenberg are also outside directors, as such term is
defined in the regulations promulgated pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended (the Code). Due to his service as Interim CEO and President of the Company from
December 1, 2008 to January 21, 2009, Mr. Dills does not meet the definition of an outside
director under Section 162(m) of the Code. Therefore, Mr. Dills abstains from voting on
Compensation Committee matters that may be deemed to be performance-based and are intended to meet
the requirements of Section 162(m). The Compensation Committees charter requires that all members
of the Committee shall be independent from the Company and that at least two members shall satisfy
the definition of nonemployee director described above. The Compensation Committee charter is
available at the Companys website: www.prgx.com or upon written request to the Secretary at 600
Galleria Parkway, Suite 100, Atlanta, Georgia 30339. For information regarding the Companys 2010
executive compensation, see Compensation Discussion and Analysis.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee (NCG Committee) consists of three
independent directors: Messrs. Cole and Lind and Dr. Georgiou. The Board of Directors has
determined that each of the NCG Committee members is independent based on the listing standards for
the Nasdaq Global Market. Mr. Cole serves as Chairman of the NCG Committee. The NCG Committee met
four times in 2010. The NCG Committee has the responsibility to consider and recommend nominees for
the Board of Directors and its committees, to oversee review and assessment of the performance of
the Board, set Board compensation, and monitor and recommend governance principles and guidelines
for adoption by the Board.
The Board has delegated to the NCG Committee the responsibility for evaluating current Board
members at the time they are considered for re-nomination. After considering the appropriate
skills, expertise and experience needed on the Board, the independence, expertise, experience,
skills and performance of the current membership of the Board, and the willingness of Board members
whose terms are expiring to be re-nominated, the NCG Committee recommends to the Board whether
those directors should be re-nominated.
In preparation for the Companys annual meeting of shareholders and at such other times as
appropriate, the NCG Committee considers whether the Board would benefit from adding one or more
additional Board members, and if so, the skills, expertise and experience sought. If the Board
determines that a new member or members would be beneficial, the NCG Committee sets the
qualifications for the position(s) and conducts searches to identify qualified candidates. Such
searches may utilize the services of an executive search firm that would receive a fee for its
services. The NCG Committee (or its Chairman) screens the available information about the potential
candidates. Based on the results of the initial screening, interviews with the viable candidates
are scheduled with NCG Committee members,
15
other members of the Board and, from time to time, senior members of management. Upon completion of
these interviews and other due diligence, the NCG Committee may recommend to the Board the election
or nomination of a candidate. All potential candidates, regardless of whether they are developed
through the executive search firm or otherwise, are reviewed and evaluated using same process.
When the NCG Committee engages an executive search firm, the search firm performs research to
identify and qualify potential candidates using the desired qualifications identified by the NCG
Committee, contacts such qualified candidates to ascertain their interest in serving on the
Companys Board, collects resumes and other data about the interested candidates and recommends
candidates for further consideration by the NCG Committee.
The NCG Committee has no set minimum criteria for selecting Board nominees, although its
preference is that a substantial majority of all non-executive directors possess the following
qualifications: independence in accordance with the listing standards established for companies
listed on the Nasdaq Global Market; significant leadership experience at the corporate level in
substantial and successful organizations; relevant, but non-competitive, business experience; the
ability and commitment to devote the time required to fully participate in Board and committee
activities; strong communication and analytical skills; and a personality that indicates an ability
to work effectively with the other members of the Board and management. In evaluating candidates
for the Board of Directors, the NCG Committee seeks to maintain a balance of diverse business
experience, education, skills and other individual qualities and attributes in order to enhance the
quality of the Boards deliberations and decision-making processes. In any given
search, the NCG Committee may also define particular characteristics for candidates to balance the
overall skills and characteristics of the Board with the perceived needs of the Company.
The NCG Committee will also consider nominating for service on the Companys Board
candidates recommended by shareholders. Such recommendations will only be considered by the NCG
Committee if they are submitted to the NCG Committee in accordance with the requirements of the
Companys Bylaws and accompanied by all the information that is required to be disclosed in
connection with the solicitation of proxies for election of director nominees pursuant to
Regulation 14A under the Exchange Act, including the candidates written consent to serve as
director, if nominated and elected. To be considered by the NCG Committee, shareholder
recommendations for director nominees to be elected at the 2012 Annual Meeting of Shareholders,
together with the requisite consent to serve and proxy disclosure information in written form, must
be received by Victor A. Allums, Secretary, at the offices of the Company at 600 Galleria Parkway,
Suite 100, Atlanta, Georgia 30339, no earlier than December 15, 2011 and no later than January 16,
2012.
As of April 12, 2011, the Company had not received any shareholder recommendations of
director candidates for election at the 2011 Annual Meeting.
The NCG Committees charter is available at the Companys website: www.prgx.com or upon
written request to the Secretary of the Company at 600 Galleria Parkway, Suite 100, Atlanta,
Georgia 30339.
16
Shareholder Communications to the Board of Directors
In addition to recommendations for director nominees, the Board of Directors welcomes hearing
from shareholders regarding the management, performance and prospects for the Company. To
facilitate complete and accurate transmittal of shareholder communications to the directors, the
Company requests that all shareholder communication to the Board or any of its members be made in
writing and addressed to the Companys Secretary, Victor A. Allums, at PRGX Global, Inc., 600
Galleria Parkway, Suite 100, Atlanta, Georgia 30339. The Company also requests that any such
communication specifies whether it is
directed to one or more individual directors, all the members of a Board committee, the independent
members of the Board, or all members of the Board and the mailing address to which any reply should
be sent. On receipt, Mr. Allums will forward the communication to the director(s) to whom it is
addressed as specified by the shareholder. If the shareholder does not specify which directors
should receive the communication, Mr. Allums will distribute the communication to all directors.
17
REPORT OF THE AUDIT COMMITTEE
The purpose of the Audit Committee is to assist the Board in its general oversight of the
Companys financial reporting, internal controls and audit functions. The Board has adopted a
written Audit Committee Charter (available at the Companys website: www.prgx.com) that sets out
the organization, purpose, duties and responsibilities of the Audit Committee.
Management is responsible for the preparation, presentation and integrity of the Companys
financial statements; accounting and financial reporting principles; establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and
maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f));
evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of
internal control over financial reporting; and evaluating any change in internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect,
internal control over financial reporting. The Companys independent registered public accounting
firm is responsible for performing an independent audit of the consolidated financial statements
and expressing an opinion on the conformity of those financial statements with U.S. generally
accepted accounting principles, as well as expressing an opinion on the effectiveness of internal
control over financial reporting.
In fulfilling its oversight responsibilities with respect to the year ended December 31, 2010,
the Audit Committee:
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reviewed and discussed the consolidated financial statements of the Company set forth in the
Companys Annual Report on Form 10-K for the year ended December 31, 2010 with management of the
Company and BDO USA, LLP, independent registered public accounting firm for the Company; |
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discussed with BDO USA, LLP the matters required to be discussed by Statement on Auditing Standards
No. 61, Communications with Audit Committees, as modified and supplemented to date; |
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obtained a formal written statement from BDO USA, LLP delineating all relationships between the auditors and
the Company consistent with the applicable requirements of the Public Company Accounting Oversight
Board and discussed with the auditors all significant relationships the auditors have with the
Company which may affect the auditors independence; and |
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based on the review and discussions with management of the Company and BDO USA, LLP referred to above, recommended to the Board of
Directors that the audited financial statements be included in the Companys Annual Report on Form
10-K for the year ended December 31, 2010. |
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AUDIT COMMITTEE |
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Philip J. Mazzilli, Jr., Chairman |
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Patrick G. Dills |
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Steven P. Rosenberg |
Notwithstanding anything to the contrary which is or may be set forth in any of the Companys
filings under the Securities Act of 1933 or the Exchange Act that might incorporate Company
filings, including this proxy statement, in whole or in part, the preceding Report of the Audit
Committee shall not be incorporated by reference into any such filings.
18
COMPENSATION DISCUSSION AND ANALYSIS
As discussed above under Information About the Board of Directors and Committees of the Board
of Directors, the Compensation Committee of the Board of Directors has the overall responsibility
for our executive compensation plans, policies and programs. The Compensation Committee approves
the compensation of each of our named executive officers and other key personnel of the Company.
As defined in the Compensation Committees charter, key personnel includes the Chief Executive
Officer, the Companys officers who are direct reports of the CEO, and other senior management
personnel of the Company who directly report to the CEO. The Compensation Committee is also
responsible for recommending to the Nominating and Corporate Governance Committee the compensation
and compensation plans, policies and programs for our directors. The Compensation Committee
consists of four members who are independent directors under the Companys corporate governance
guidelines and the rules of The Nasdaq Stock Market LLC.
Executive Compensation Philosophy
We strive to establish compensation practices that attract, retain and reward our
senior management, and strengthen the mutuality of interests between our senior management and our
shareholders. We believe that the most effective executive compensation program is one that is
conservative, but competitive, and which aligns the compensation of our senior management with the
creation of shareholder value. Under the oversight of the Compensation Committee, we have developed
and implemented a pay-for-performance executive compensation program that rewards senior management
for the achievement of certain financial performance objectives. We achieve the philosophies of
pay-for-performance and alignment of senior management compensation with shareholder value creation
primarily by providing a substantial portion of each executives total annual compensation through
annual performance bonuses and grants of long-term equity compensation. In each of the past five
years, the Compensation Committee tied the level of bonus payments under our Performance Bonus Plan
to the achievement of certain financial performance objectives. As further evidence of our pay for
performance philosophy, beginning in 2009, the achievement of individual goals and objectives
became a significant factor in determining each named executive officers annual performance bonus.
We describe our 2010 Performance Bonus Plan in greater detail below under Cash Bonus and describe
equity grants in more detail under Long-Term Equity Incentive Compensation. Although it is not
tied to any particular compensation formula for the compensation of its named executive officers,
the Compensation Committees pay strategy is to generally position base salaries and total cash
compensation (salary plus target bonus) near the 50th percentile of our peer group and
total direct compensation (total cash compensation plus equity grant value) between the
50th and 75th percentiles of the peer group when the Company is achieving
target financial performance.
The Compensation Committee periodically reviews external market data from peer companies and
relevant compensation surveys. This data is one of many variables considered by the Committee when
making compensation decisions. When comparing against market information, the Compensation
Committee has historically focused on comparisons against the 50th percentile for base
salaries and total cash compensation (salary plus target bonus) and between the 50th and
75th percentile for total direct compensation (total cash compensation plus equity grant
value). In recent years, however, the Committee has focused its deliberations with regard to equity
based compensation on the number of shares being awarded (grant rate) and the impact on share
availability for on-going awards in the future. Accordingly, there has been less focus on the grant
value of the equity awards and the resulting positioning of total direct compensation relative to
peers. In 2010, the total direct compensation for our named executive officers was near or below
the 50th percentile of the market compensation data provided by the Compensation
Committees independent compensation consultant.
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Overview of Executive Compensation Program
We designed our compensation program to provide our senior leadership team, including our
named executive officers, with a combination of cash (salary and incentive-based) and long-term
equity incentive compensation to align their interests with those of our shareholders. During 2010,
our executive officer compensation program primarily consisted of the following elements:
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base salary; |
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cash performance bonus plan; and |
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long-term equity incentive awards. |
Although the Compensation Committee has not established a policy or formula for the allocation
of total compensation among these different elements of total executive officer compensation, cash
bonus opportunities and long-term incentive award opportunities are generally a function of each
officers base salary. In allocating total compensation among these various elements, the
Compensation Committee strives to achieve an appropriate mix between the different forms of
compensation in order to:
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motivate senior management to deliver superior performance in the short-term by providing
competitive base salaries and annual cash performance bonuses; |
|
|
|
|
align the interests of senior management with the long-term interests of the shareholders
through the grant of equity incentive compensation; and |
|
|
|
|
provide an overall compensation package that is competitive and therefore promotes executive
recruitment and retention. |
For purposes of this proxy statement, our named executive officers for the year ended December
31, 2010 were as follows:
|
|
|
Name |
|
Title |
Romil Bahl
|
|
President and Chief Executive Officer |
Robert B. Lee
|
|
Chief Financial Officer and Treasurer |
Victor A. Allums
|
|
Senior Vice President, General Counsel, and Secretary |
James R. Shand
|
|
Senior Vice President Client Services Americas |
Michael Noel
|
|
Senior Vice President and Chief Information Officer |
Larry M. Robinson*
|
|
Senior Vice President Audit Services Americas |
|
|
|
* |
|
Mr. Robinson left the Company effective June 16, 2010. |
Process for Establishing Executive Compensation
Role and Use of Compensation Consultants. The Compensation Committee from time to time engages
compensation consultants to assist the Compensation Committee in making compensation decisions.
Since 2008, the Compensation Committee has engaged Pearl Meyer & Partners (Pearl Meyer), an
independent compensation consultant, to provide advice on executive compensation. The Company
engaged Pearl Meyer in 2008 primarily to maintain the Companys pre-existing relationship with an
individual compensation consultant who joined Pearl Meyer in 2008, had advised the Company in prior
years and who is very well acquainted with the Company and its competitive landscape. Since its
original engagement, Pearl Meyer has performed executive compensation studies from time to time for
the Compensation Committee and has presented to the Compensation Committee various analyses of the
Companys executive compensation program and made recommendations to the Compensation
20
Committee to better align our executive compensation program with the compensation programs of
other similarly situated companies.
Benchmarking. To assist the Compensation Committee in its review of the Companys executive
compensation, from time to time, Pearl Meyer provides compensation data for a peer group of
publicly-traded companies. During the period from 2007 through 2009, the Companys peer group
consisted primarily of a consistent group of professional/business services providers, including
providers of auditing, consulting, professional staffing and healthcare industry services; however,
over that period we increased the number of peer group companies in the healthcare services
industry as a result of the Companys increasing focus on services to the healthcare industry.
In 2009, in an effort to ensure alignment with the Companys updated strategic plan, the
Compensation Committee requested that Pearl Meyer review the composition of the Companys peer
group and make recommendations regarding any necessary changes or updates to the peer group. In
December 2009, Pearl Meyer presented the Compensation Committee with its findings and
recommendations for a revised peer group for the Company after evaluating industry classification,
company size and business model of other public companies. After careful deliberation and review of
the Pearl Meyer report, the Compensation Committee approved the following professional/business
services and healthcare technology and services companies, with 2008 annual revenues of between
approximately $120 million and $811 million, as the Companys peer group for compensation
benchmarking purposes:
|
|
|
Advisory Board Co.
|
|
HMS Holdings Corp. |
CRA International Inc.
|
|
Hackett Group, Inc. |
Computer Programs and Systems
|
|
Huron Consulting Group, Inc. |
Corporate Executive Board Co.
|
|
LECG Corporation |
Diamond Management & Technical
|
|
MedAssets Inc. |
Eclipsys Corp.
|
|
Navigant Consulting, Inc. |
Forrester Research Inc. |
|
|
Compensation of the CEO. The Compensation Committee reviews the performance and compensation
of our Chief Executive Officer each year. In evaluating the compensation of the Chief Executive
Officer, the Compensation Committee considers factors such as market data regarding the
compensation of CEOs at comparable companies and the skills, relevant experience and recent
performance of the Companys Chief Executive Officer.
In connection with the appointment of Mr. Bahl as our Chief Executive Officer and President in
January 2009, the Compensation Committee took into account the recommendations of Pearl Meyer and
Mr. Bahls compensation arrangement with his former employer in establishing his PRGX compensation
package. The Compensation Committee reviewed peer group CEO compensation data and targeted Mr.
Bahls base salary, annual target performance bonus and long-term equity compensation at the
75th percentile of the peer group. Mr. Bahls overall compensation package was
established through arms length negotiations in a process led by the Compensation Committee and
was reflected in an employment agreement with Mr. Bahl. Mr. Bahls 2010 employment arrangement
provided for an annual base salary of $625,000 (subject to increase at the discretion of the
Compensation Committee) and that Mr. Bahl be eligible for an annual target performance bonus equal
to 100% of his annual base salary and a maximum performance bonus equal to 150% of his annual base
salary under the Companys Performance Bonus Plan, based on the achievement of certain performance
objectives to be set by the Companys Compensation Committee. Mr. Bahls target performance bonus
and maximum performance bonus are each subject to adjustment, from
time to time, as determined by the Compensation Committee. In February 2011, Mr. Bahls
maximum bonus percentage was increased to 200% of his annual base salary
21
in order to align his maximum bonus percentage with the maximum bonus percentage of our other named
executive officers at twice his target bonus percentage.
In addition to his salary and annual performance bonus and in order to induce Mr. Bahl to join
the Company as its CEO and President, his employment agreement provided for the payment of a
one-time bonus in the aggregate amount of $1 million payable on the last payroll date in July 2010,
subject to Mr. Bahls continued employment at such time. Mr. Bahl also received on January 21,
2009, the day that he joined the Company, a one-time, equity inducement grant award of 296,296
non-qualified stock options and 344,445 shares of restricted stock, subject to time-vesting
requirements. The non-qualified stock options have a seven-year term, and an exercise price of
$3.57, which was the closing price of the Companys common stock on the date of the grant. 111,111
of the non-qualified stock options and 233,334 shares of the restricted stock (collectively, the
Initial Equity) vest in equal increments over a period of four years from the date of the grant.
The remaining 185,185 options and 111,111 shares of restricted stock (collectively, the One-Time
Equity Awards) vest in equal increments on the second and fourth anniversaries of the date of the
grant. We intended the $1 million cash bonus and One-Time Equity Awards to compensate Mr. Bahl for
certain vested cash compensation awards at his former employer that he forfeited when he resigned
from his former employer and accepted the position as our Chief Executive Officer and President.
Compensation of Other Named Executive Officers. In setting the initial compensation for our
other named executive officers, the Compensation Committee reviews peer group compensation data and
takes into account the recommendations of Pearl Meyer and the CEO as well as the executive
officers compensation arrangement with his former employer. We establish the overall compensation
package of these executive officers through arms length negotiations and reflect the terms in an
employment agreement. The Chief Executive Officer annually reviews the performance of the other
members of our senior management team, including our named executive officers, and makes
recommendations to the Compensation Committee regarding their compensation. After taking into
consideration the recommendations of the Chief Executive Officer, the Compensation Committee
determines the amount of compensation for the other members of our senior management team,
including our other named executive officers, for the upcoming year. With respect to these other
key personnel, the Compensation Committee and the Chief Executive Officer consider multiple factors
in establishing the terms of their compensation packages, including market data regarding the
compensation of comparable executives at comparable companies and the skills, relevant experience,
recent performance and strategic fit of each member of senior management at the Company.
In September 2009, the Company hired Michael A. Noel as its Senior Vice president and Chief
Information Officer (SVP CIO). In connection with the hiring of Mr. Noel, the Compensation
Committee reviewed Mr. Noels compensation arrangement with his former employer, as well as
compensation data for positions comparable to the Companys SVP CIO role at peer companies. The
terms of Mr. Noels employment arrangement are reflected in an employment agreement, the material
terms of which are described below under Employment and Severance Agreements.
The compensation packages for Messrs. Allums, Lee and Shand are reflected in their most recent
employment agreements entered into in November 2008, May 2009 and March 2009, respectively. Messrs.
Allums and Lee joined the Company in 2006, while Mr. Shand joined the Company in 2009. See
Employment and Severance Agreements below for a description of the Companys employment
agreements with its named executive officers.
22
2010 Compensation Decisions
In February 2010, the Compensation Committee approved the material terms of the 2010
Performance Bonus Plan, as described below under Cash Bonus 2010 Performance Bonus Plan. In
addition to using EBITDA as a bonus payout criteria as had been the case with our Performance Bonus
Plans for each year since 2006, the 2010 Performance Bonus Plan also incorporated certain revenue
thresholds for determining the amount of the total bonus pool available for payout to all
Performance Bonus Plan participants. We added revenue thresholds into the 2010 Performance Bonus
Plan to provide incentives to the plans participants, including the Companys named executive
officers, to achieve a key Company objective of revenue growth, while at the same time maintaining
a certain level of adjusted EBITDA.
In March 2010, the Compensation Committee, after consulting with Pearl Meyer and reviewing
relevant market compensation information, increased the salaries of certain of the Companys key
personnel, including the Companys named executive officers, as described in more detail below
under Base Salary.
The Compensation Committee made equity grants to a number of the Companys employees,
including our named executive officers, in June 2010. Consistent with its recommendation regarding
equity grants to our named executive officers and other employees in 2009, and given the continued
weakness in the Companys stock price ($3.96 on the grant date), Pearl Meyer again recommended that
the Compensation Committee adopt an overall equity grant rate of approximately 5% of the Companys
common equity then outstanding. After careful deliberation, the Compensation Committee determined
that the grant rate of approximately 5% of common shares outstanding was appropriate for 2010
grants. In making the equity grants, the Compensation Committee focused on the number of shares of
restricted stock and options being granted and their expected future value, assuming the Companys
execution of its strategic plan, rather than on the grant date values of the equity granted. As in
2009, the Compensation Committee determined that each equity award should be made up of an equal
number of shares of service-based vesting restricted stock and service-based vesting nonqualified
stock options. After the Compensation Committee determined that the CEOs grant would be 125,167
shares of restricted stock and 125,167 stock options, the CEO made recommendations to the
Compensation Committee for allocation of the remainder of the 5% equity pool to other named
executive officers and employee grantees. After considering the CEOs recommendation and other
relevant information, the
Compensation Committee determined the amount of the equity grants to each of our named executive
officers and the other employee grantees. We designed the restricted stock and stock option awards
to named executive officers to deliver a certain target value to the executive if and when the
Companys share price appreciates to a projected price based on the Companys execution of its
strategic plan.
Elements of the Companys Executive Compensation Program
Base Salary. The annual base salary component of the Companys executive compensation program
provides each named executive officer with a fixed minimum amount of annual cash compensation.
Salaries for our named executive officers are generally determined through their employment
agreements, subject to annual review and adjustment by the Compensation Committee. The Compensation
Committee generally targets base salaries for our named executive officers at the 50th
percentile of our compensation peer group. The Compensation Committee increased the base salaries
of certain of the Companys named executive officers in 2010 following reviews of market
compensation data and each executives performance and potential. An assessment of the performance
and potential of each named executive officer other than the CEO was provided by the CEO to the
Compensation Committee for its consideration in this process.
23
The following table sets forth the base salaries for each of our named executive officers in
effect as of December 31, 2010:
|
|
|
|
|
Named Executive Officer |
|
Base Salary |
Romil Bahl |
|
$ |
625,000 |
|
Robert Lee |
|
$ |
229,600 |
|
Victor Allums |
|
$ |
268,800 |
|
James Shand |
|
$ |
321,000 |
|
Michael Noel |
|
$ |
220,000 |
|
Cash Bonus 2010 Performance Bonus Plan. In 2006, we began the practice of adopting an
annual Performance Bonus Plan (a short-term cash incentive bonus plan with annual financial
performance goals), through which we provide for cash bonus awards to certain of our senior
employees, including all of our named executive officers. We continued this practice in 2010
through the 2010 Performance Bonus Plan (the Bonus Plan). The Bonus Plan was a cash incentive
program designed to recognize and reward employees whom we expected to make significant
contributions towards achieving our 2010 business plan.
Cash bonuses under the Bonus Plan were contingent upon our achievement of certain 2010
financial performance objectives. Each of our named executive officers participated in the Bonus
Plan. No bonuses were to be earned under the Bonus Plan unless (i) our consolidated 2010 adjusted
EBITDA was at least $22.5 million, and (ii) our 2010 Company revenue was at least $170 million.
Adjusted EBITDA for purposes of the Bonus Plan is earnings from continuing operations before
interest, taxes, depreciation and amortization, as adjusted for unusual and other significant items
that management views as distorting our operating results from period to period.
The overall bonus pool under the Bonus Plan was established based on the level of the
Companys 2010 revenue, provided in all cases that adjusted EBITDA of $22.5 million was also earned
by the Company. No amounts were to be contributed to the bonus pool unless the Company achieved
2010 revenue of at least $170 million. At 2010 Company revenue of $170 million, the total bonus
pool would be equal to 25% of the sum of all target bonuses under the Bonus Plan. 2010 Company
revenue of $191 million would yield a bonus pool equal to the sum of all target bonuses under the
Bonus Plan. If the Companys 2010 revenue fell between $170 million and $191 million, the total
bonus pool would be a prorated amount from 25% of the aggregate of all target bonuses under the
Bonus Plan to 100% of the aggregate of all target bonuses under the Bonus Plan. 2010 Company
revenue of $203 million would result in a bonus pool equal to the sum of all maximum bonuses
under the Bonus Plan. If the
Companys 2010 revenue fell between $191 million and $203 million, then the total bonus pool would
be a prorated amount from 100% of the aggregate of all target bonuses to the sum of all maximum
bonuses under the Bonus Plan. The target and maximum bonus amounts for each named executive officer
under the Bonus Plan were established in accordance with the officers employment agreement.
In 2010, the Compensation Committee also continued to include individual performance
objectives (in addition to the revenue and adjusted EBITDA components) into the formula for
determining bonus amounts payable under the Bonus Plan to named executive officers and certain
other members of the Companys senior management team. Although the overall bonus pool was
determined as described above, only 70% of the performance bonuses were to be awarded based on the
revenue and adjusted EBITDA performance of the Company (or in the case of Mr. Shand, Senior Vice
President Client Services Americas, based on a combination of the revenue and adjusted EBITDA
performance of the Company and Companys recovery audit Americas operations), while 30% of the
performance bonuses were to be determined for each named
executive officer based on his or her achievement of individual performance objectives
approved by the Compensation Committee.
24
The Compensation Committee established the annual target and maximum revenue goals and the
adjusted EBITDA threshold under the Bonus Plan in February 2010 after the completion of the
Companys annual financial planning and budgeting process. The Compensation Committee believed that
including both a revenue and an adjusted EBITDA component to the bonus calculation in 2010 was
important to ensure that the Companys executive officers maintained their focus on achieving
sustainable growth of our business, while at the same time maintaining a certain level of
profitability. The Compensation Committee also believes that individual performance objectives
should be included as a component of the bonus determination to ensure that senior management
remains focused on additional key objectives important to our future success.
Upon our achievement of the minimum 2010 adjusted EBITDA of $22.5 million, our named executive
officers would have been entitled to receive the following bonus amounts (reflected as a percentage
of base salary) under the Bonus Plan, assuming Company revenue of $191 million for target bonuses,
Company revenue of $203 million for maximum bonuses (and for Mr. Shand, the achievement of
applicable financial performance objectives for recovery audit Americas), and subject to
adjustment for performance against individual performance objectives:
|
|
|
|
|
|
|
|
|
|
|
Target Bonus |
|
Maximum Bonus |
Name |
|
(% of Base Salary) |
|
(% of Base Salary) |
Romil Bahl* |
|
|
100 |
% |
|
|
150 |
% |
Robert Lee |
|
|
50 |
% |
|
|
100 |
% |
Larry Robinson |
|
|
50 |
% |
|
|
100 |
% |
Victor Allums |
|
|
50 |
% |
|
|
100 |
% |
James Shand |
|
|
50 |
% |
|
|
100 |
% |
Michael Noel |
|
|
50 |
% |
|
|
100 |
% |
|
|
|
* |
|
Effective February 17, 2011, the Compensation
Committee revised Mr. Bahls compensation arrangement, by increasing the
maximum annual bonus payable to him from 150% of his base salary to 200%
of his base salary in order to align his maximum bonus opportunity with
the maximum bonus opportunity of the other named executive officers at
two times his target bonus opportunity. |
Including our named executive officers, approximately 100 current U.S. and
international employees participated in the Bonus Plan. As mentioned above, we paid no cash
bonuses under the Bonus Plan based on the Companys level of adjusted EBITDA performance in 2010.
As discussed above, the minimum Company adjusted EBITDA for payment of bonuses under the Bonus
Plan was $22.5 million and the target revenue goal was $191 million, with a minimum revenue
threshold of $170 million for the payment of any bonuses under the Bonus Plan. For purposes of the
Bonus Plan, the Compensation Committee determined 2010 revenue and adjusted EBITDA to be $184.1
million and $21.5 million, respectively. Since the Company did not achieve the minimum $22.5
million adjusted EBITDA goal, no annual performance bonuses under the Bonus Plan were paid to any
plan participants, including the named executive officers.
Long-Term Equity Incentive Compensation
Issuance of Stock Options and Restricted Stock. In 2008, the Compensation Committee approved a
long-term equity incentive program that provided the Compensation Committee with the ability to
grant equity awards to further motivate our named executive officers and other employees to
continue to achieve improved operating results for the Company. In connection with the 2008 annual
meeting of shareholders, the Board of Directors recommended, and our shareholders approved, the
PRGX
25
Global, Inc. 2008 Equity Incentive Plan (the 2008 Equity Incentive Plan). In June 2010, our
shareholders also approved an amendment to the 2008 Equity Incentive Plan that (i) increased the
amount of available shares under the plan by 3,400,000 shares; (ii) provided that only shares
actually issued pursuant to awards would count against the available pool of shares; (iii) provided
that shares issued pursuant to awards granted after the effective date of the amendment, other than
options or stock appreciation rights, would count as 1.41 shares against the available pool of
shares; and (iv) deleted a provision that granted the Board of Directors discretion in determining
when a Change in Control occurs. The 2008 Equity Incentive Plan expires on March 25, 2018, and
permits the grant of stock options (both incentive stock options and non-qualified stock options),
stock appreciation rights, restricted stock, restricted stock units, and other incentive awards. As
of December 31, 2010, there were 2,127,037 shares available for grant under the 2008 Equity
Incentive Plan.
In 2010, we again provided long-term incentive compensation to key personnel, including our
named executive officers. This long-term incentive compensation included service-based restricted
stock and service-based vesting stock options. The Compensation Committee believes that its 2010
approach to long-term incentive compensation, i.e., making equity grants of service-based vesting
restricted stock and service-based vesting stock options, provides appropriate long-term incentives
from both executive retention and pay-for-performance perspectives. Because an officer will benefit
from a stock option award only to the extent our stock price appreciates above the exercise price
of the stock option, stock options align the interests of management with those of shareholders and
ensure that management achieves gains only to the extent that the Companys share value has
appreciated. Service-based restricted stock vesting over three years serves the dual objectives of
aligning managements interests with shareholders by creating an ownership interest and attracting
and retaining highly skilled executives. The Compensation Committee believes that the three-year
time vesting of the stock option awards further supports the retention objective.
When determining the amount of equity to grant in 2010, the Compensation Committee considered
the Companys relatively low stock price at the time of the grant in June 2010. The Compensation
Committee determined that if it used the grant value methodology used prior to 2009, it would
result in a large increase in the number of shares granted. Instead, consistent with its approach
to equity grants in 2009, the Compensation Committee decided to use an overall grant rate equal to
approximately 5% of the Companys common shares outstanding at the time of the grant and granted to
each executive restricted stock and stock options as described above in 2010 Compensation
Decisions. On June 23, 2010, the Compensation Committee made grants of equity incentive awards to
certain of our employees, including the following grants of restricted stock and non-qualified
stock options to our named executive officers:
|
|
|
|
|
|
|
|
|
Name |
|
Restricted Stock |
|
Non-Qualified Options |
Romil Bahl |
|
|
125,167 |
|
|
|
125,167 |
|
Robert Lee |
|
|
25,247 |
|
|
|
25,247 |
|
Victor Allums |
|
|
29,640 |
|
|
|
29,640 |
|
James Shand |
|
|
36,675 |
|
|
|
36,675 |
|
Michael Noel |
|
|
26,167 |
|
|
|
26,167 |
|
The restricted shares and the non-qualified stock options granted to executive officers and
other employees on June 23, 2010 vest in three equal installments on each of June 23, 2011, 2012
and 2013. In accordance with the terms of the officers respective employment agreements, unvested
shares of restricted stock with service-based vesting will automatically vest in the event an
officers employment is
26
terminated without cause, the officer terminates employment for good reason, or the Company
chooses to not extend the term of an officers employment agreement. If an officers employment
with the Company terminates for any other reason, the officer immediately forfeits all unvested
shares of restricted stock. All shares of restricted stock become 100% vested upon a change of
control of the Company. In accordance with the terms of the officers respective employment
agreements, all unvested options will automatically vest in the event an officers employment is
terminated without cause, the officer terminates employment for good reason, or the Company
chooses to not extend the term of an officers employment agreement. In such circumstances, the
vested options remain outstanding until the earlier of (i) one year after the termination of
employment or (ii) the original expiration date of the options. If an officers employment with the
Company terminates for any other reason, the officer immediately forfeits all unvested options. The
options become 100% vested upon a change of control. Our standard practice is to grant options with
an exercise price equal to the closing price of our common stock on the date of grant. The
non-qualified stock options granted to executive officers and other employees on June 23, 2010 have
a seven-year term and an exercise price of $3.96, which was the closing price of our common stock
on such date.
Issuance of Performance Units under the Management Incentive Plan. In 2006, as contemplated by
the financial restructuring which we were implementing at that time, the Board of Directors and the
Compensation Committee established the Management Incentive Plan (MIP), whose material terms were
delineated in the Restructuring Support Agreement that we entered into with certain of our
bondholders as part of the financial restructuring. In August 2006, our shareholders approved the
adoption of the MIP. Under the MIP, the Compensation Committee could award performance units to
key employees, as determined in the sole discretion of the Compensation Committee.
Each performance unit entitles the holder to receive on the payment date the fair market
value of one share of our common stock on the payment date, subject to applicable tax withholding.
The payment dates are established by each participants performance unit agreement. The
Compensation Committee has determined that the fair market value is equal to the closing price of
our common stock on the applicable payment date. Payments for vested performance units on the
payment date are to be made 40% in cash and 60% in shares of common stock of the Company.
In September 2006, the Compensation Committee granted performance units to the Companys
senior management team at that time, including Messrs. Robinson and Allums. Mr. Allums is our only
named executive officer who still holds performance units issued under the MIP. Mr. Allums
currently holds 44,830 performance units which are scheduled to be paid on April 30, 2011.
On April 30, 2010, we settled a portion of the performance units for Messrs. Allums and
Robinson in accordance with their respective individual MIP payout schedules. We calculated the
total values of the performance units based upon the closing price of our common stock on The
NASDAQ Global Market on April 30, 2010 of $6.76. Such settlements resulted in the issuance of
26,898 shares of the Companys common stock and $121,226 in cash, less applicable tax withholding,
to Messrs. Allums and Robinson.
In addition to the April 30, 2010 settlements, and in connection with the departure of Mr.
Robinson from the Company in June 2010, we also settled on December 20, 2010 the remaining MIP
performance units held by Mr. Robinson. This final payout of Mr. Robinsons remaining MIP
performance units resulted in the issuance to him of 26,898 shares of common stock and a cash
payment of $106,521, less applicable tax withholding (based on a stock price on the
payment/settlement date of $5.94 per share).
27
Employment and Severance Arrangements
We have entered into executive employment agreements with Messrs. Bahl, Lee, Shand, Allums and
Noel, and in 2010, entered into a separation agreement with Mr. Robinson. We describe each of these
agreements in more detail below.
On January 8, 2009, we entered into an executive employment agreement with Mr. Bahl, the
Companys Chief Executive Officer and President. The term of Mr. Bahls executive employment
agreement is four years, which will automatically be extended for additional one-year periods,
unless either party notifies the other in writing at least 90 days prior to the end of the original
term or any additional term of its intention not to extend the agreement. Mr. Bahls executive
employment agreement provides for an annual base salary of $600,000 (subject to increase at the
discretion of the Compensation Committee) and that Mr. Bahl will be eligible for an annual target
performance bonus equal to 100% of his annual base salary and a maximum performance bonus equal to
150% of his annual base salary under the Companys Performance Bonus Plan, based on the achievement
of certain performance objectives to be set by the Companys Compensation Committee. As disclosed
above, Mr. Bahls annual base salary as of December 31, 2010 was $625,000 and effective as of
February 17, 2011, Mr. Bahls maximum bonus percentage was increased to 200% of his annual base
salary in order to align his maximum bonus percentage with the maximum bonus percentage of our
other named executive officers at twice his target bonus percentage. Under the terms of his
employment agreement, we also paid Mr. Bahl an additional one-time cash bonus in the aggregate
amount of $1 million on the last regular payroll date in July 2010, and, on the date he joined the
Company, we granted Mr. Bahl a one-time equity inducement grant of an aggregate of 296,296
non-qualified stock options and 344,445 shares of restricted stock. In addition, Mr. Bahls
executive employment agreement contains standard non-competition and non-solicitation provisions.
Mr. Bahl is also eligible to receive additional stock options, restricted stock, stock appreciation
rights and/or other equity awards under the Companys applicable equity plans on such basis as the
Compensation Committee may determine. Mr. Bahls executive employment agreement further provides
for standard expense reimbursement, vacation time, and other standard executive benefits. Finally,
the employment agreement provided Mr. Bahl with relocation benefits in an amount up to $75,000 in
connection with his relocation from Irving, Texas to Atlanta, Georgia. In July 2009, the
Compensation Committee revised this relocation amount due to the difficulty in selling Mr. Bahls
home in the midst of a depressed real estate market. To assist in defraying the costs incurred by
Mr. Bahl in connection with his relocation, the Compensation Committee increased Mr. Bahls
relocation benefits to an after-tax benefit of $100,000, and, effective June 1, 2009, granted him a
relocation allowance of $962 per bi-weekly pay period until the later of June 30, 2011, or the date
upon which his home is sold.
On May 26, 2009, the Company entered into an employment agreement with Mr. Lee, formerly the
Companys Controller. Mr. Lees executive employment agreement provides for him to serve as Chief
Financial Officer and Treasurer of the Company for an initial term of one year that will
automatically be extended for additional one-year periods, unless either party notifies the other
in writing at least thirty days prior to the end of the original term or any additional term of its
intention not to extend the agreement. Mr. Lees employment agreement provides for an annual base
salary of $205,000 (subject to increase at the discretion of the Compensation Committee) and
eligibility for an annual incentive bonus (target bonus equal to 50% of his annual base salary up
to a maximum bonus equal to 100% of his annual base salary), based on the achievement of certain
performance objectives to be set by the Companys Compensation Committee. As disclosed above, Mr.
Lees annual base salary as of December 31, 2010 was $229,600. Mr. Lee also is eligible to receive
stock options, restricted stock, stock appreciation rights and/or other equity awards under the
Companys applicable equity plans on such basis as the Compensation Committee may determine. In
addition, Mr. Lees executive employment agreement contains standard non-competition and
non-solicitation provisions. See Potential Payments Upon Termination or Change of Control below
for more information regarding severance payments payable to
28
Mr. Lee in the event of the termination of his employment.
On March 12, 2009, the Company entered into an employment agreement with Mr. Shand. Mr.
Shands executive employment agreement originally provided for him to serve as Chief Innovation and
Strategy Officer of the Company (though his title and role has since changed to Senior Vice
President Client Services Americas) for an initial term of one year that will automatically
be extended for additional one-year periods, unless either party notifies the other in writing at
least thirty days prior to the end of the original term or any additional term of its intention not
to extend the agreement. Mr. Shands employment agreement provides for an annual base salary of
$300,000 (subject to increase at the discretion of the Compensation Committee) and eligibility for
an annual incentive bonus (target bonus equal to 50% of his annual base salary up to a maximum
bonus equal to 100% of his annual base salary), based on the achievement of certain performance
objectives to be set by the Companys Compensation Committee. As disclosed above, Mr. Shands
annual base salary as of December 31, 2010 was $321,000. Additionally, Mr. Shand received a signing
bonus in the aggregate amount of $90,000 which was subject to his continued employment through July
31, 2009. Mr. Shand also is eligible to receive stock options, restricted stock, stock appreciation
rights and/or other equity awards under the Companys applicable equity plans on such basis as the
Compensation Committee or the Board of Directors of the Company or their designees, as the case may
be, may determine. On the effective date of his employment agreement, we granted Mr. Shand an
initial equity award of 20,000 shares of restricted stock, 50% of which vested on the first
anniversary of the date of the grant, and the remaining 50% of which vests on the third anniversary
of the date of grant, subject to Mr. Shands continued employment through such date. In addition,
Mr. Shands executive employment agreement contains standard non-competition and non-solicitation
provisions. See Potential Payments Upon Termination or Change of Control below for more
information regarding severance payments payable to Mr. Shand in the event of the termination of
his employment.
On November 28, 2008, the Company entered into an employment agreement with Mr. Allums. Mr.
Allumss executive employment agreement provides for him to serve as Senior Vice President, General
Counsel and Secretary of the Company for an initial term of one year that will automatically be
extended for additional one-year periods, unless either party notifies the other in writing at
least thirty days prior to the end of the original term or any additional term of its intention not
to extend the agreement. Mr. Allumss employment agreement provides for an annual base salary of
$240,000 (subject to increase at the discretion of the Compensation Committee) and eligibility for
an annual incentive bonus (target bonus equal to 50% of his annual base salary up to a maximum
bonus equal to 100% of his annual base salary), based on the achievement of certain performance
objectives to be set by the Companys Compensation Committee. As disclosed above, Mr. Allumss
annual base salary as of December 31, 2010 was $268,800. Mr. Allums also is eligible to receive
stock options, restricted stock, stock appreciation rights and/or other equity awards under the
Companys applicable equity plans on such basis as the Compensation Committee or the Board of
Directors of the Company or their designees, as the case may be, may determine. In addition, Mr.
Allumss executive employment agreement contains standard non-competition and non-solicitation
provisions. See Potential Payments Upon Termination or Change of Control below for more
information regarding severance payments payable to Mr. Allums in the event of the termination of
his employment.
On September 30, 2009, the Company entered into an employment agreement with Mr. Noel. Mr.
Noels executive employment agreement provides for him to serve as Senior Vice President and Chief
Information Officer of the Company for an initial term of one year that will automatically be
extended for additional one-year periods, unless either party
notifies the other in writing at least thirty days prior to the end of the original term or
any additional term of its intention not to extend the agreement. Mr. Noels employment agreement
provides for an annual base salary of $220,000 (subject to increase at the discretion of the
Compensation Committee) and eligibility for an annual incentive bonus
29
(target bonus equal to 50% of his annual base salary up to a maximum bonus equal to 100% of his
annual base salary), based on the achievement of certain performance objectives to be set by the
Companys Compensation Committee. Additionally, Mr. Noel received a signing bonus in the aggregate
amount of $60,000 which was subject to his continued employment through December 31, 2009. Mr. Noel
also is eligible to receive stock options, restricted stock, stock appreciation rights and/or other
equity awards under the Companys applicable equity plans on such basis as the Compensation
Committee or the Board of Directors of the Company or their designees, as the case may be, may
determine. On the effective date of his employment agreement, Mr. Noel received an initial equity
award of 10,000 shares of restricted stock and 10,000 options to purchase common stock, one-third
of which vested on the first anniversary of the date of the grant, with the remainder vesting in
equal portions on each of the second and third anniversaries of the date of grant, subject to his
continued employment through such date(s). In addition, Mr. Noels executive employment agreement
contains standard non-competition and non-solicitation provisions. See Potential Payments Upon
Termination or Change of Control below for more information regarding severance payments payable
to Mr. Noel in the event of the termination of his employment.
On August 3, 2010, the Company entered into a separation agreement with Mr. Robinson in
connection with the termination of Mr. Robinsons employment with the Company effective June 16,
2010. Pursuant to the separation agreement, the employment agreement between the Company and Mr.
Robinson was terminated. The separation agreement provides for the Company to make severance
payments to Mr. Robinson based on his most recent annual salary for the period of sixty-eight (68)
weeks from June 16, 2010. Mr. Robinson was also entitled to receive the bonus, if any, that he
would have received for calendar year 2010 under the Bonus Plan, pro-rated based on the number of
days he was employed in 2010 (through June 16, 2010). However, as disclosed above, no bonuses are
being paid under the Bonus Plan. The Company permitted Mr. Robinson to continue medical and dental
insurance coverage for himself, his spouse, and his eligible dependents for sixty-eight (68) weeks
from June 16, 2010 on the same basis and at the same cost as if he remained employed. Mr. Robinson
was also entitled to vesting in full of his outstanding unvested options, restricted stock and
other equity based awards that would have vested based solely on his continued employment.
Additionally, all of Mr. Robinsons outstanding stock options will remain outstanding until the
earlier of (a) June 16, 2011 or (b) the original expiration date of the options. In addition, the
Company made a lump sum payment of $25,000 to Mr. Robinson. The sixty-eight (68) weeks salary,
pro-rated bonus, insurance continuation and equity vesting provided for in the separation agreement
were all in accordance with the terms of Mr. Robinsons employment agreement with the Company. As a
condition to the receipt of his severance benefits, Mr. Robinson entered into a customary release
agreement with the Company. In addition to the severance and other benefits to which Mr. Robinson
is entitled under the terms of his separation agreement, in accordance with the terms of the MIP,
Mr. Robinson received the payout of his remaining MIP performance units in December 2010.
401(k) Plan
We currently sponsor a 401(k) plan for all of our eligible employees. This plan (the 401(k)
Plan) is a tax-qualified retirement plan designed to meet the requirements of Sections 401(a) and
401(k) of the Code. Under the 401(k) Plan, participants may elect to make pre-tax savings deferrals
of from 1 percent to 60 percent of their compensation each year, subject to annual limits on such
deferrals (e.g., $16,500 in 2010) imposed by the Code. Participants who attain age 50 also may
elect to make certain catch-up contributions, subject to a separate annual limit on such
contributions (e.g. $5,500 in 2010) imposed by the Code.
New participants automatically defer 3% of their compensation unless they make a contrary
election. We may also in our discretion, on an annual basis, make a matching contribution with
respect to a participants elective deferrals and/or may make additional Company contributions. As
of the date of this proxy statement, we have not made a final decision regarding a matching
contribution to the
30
401(k) plan for participant (including named executive officer) contributions to the plan in 2010.
The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the
vested balance in the participants account. Under the 401(k) Plan, the vested portion of a
participants accrued benefit is payable upon such employees termination of employment, attainment
of age 59 1/2, retirement, total and permanent disability or death. Participants may also make
in-service withdrawals from certain contributions under the plan for certain specified instances of
hardship.
Perquisites
We provide our named executive officers with perquisites and other personal benefits that the
Company and the Compensation Committee believe are reasonable and consistent with our overall
compensation program. We believe the perquisites and other personal benefits provided to our named
executive officers are modest compared to other public companies of similar size. The most
significant perquisites provided to our named executive officers are allowances for, or
reimbursements of, expenses incurred in connection with relocation. These expenses are generally
incurred in connection with the initial hiring of our named executive officers and are frequently a
condition to such named executive officers acceptance of the Companys offer of employment.
Executive officers who accept an assignment outside of their home country may receive certain
additional perquisites, including housing assistance, relocation expenses, tax preparation expenses
and tax equalization payments. None of our current executive officers are assigned to work outside
of their home country.
Income Deduction Limitations
Section 162(m) of the Code generally sets a limit of $1 million on the amount of compensation
that the Company may deduct for federal income tax purposes in any given year with respect to the
compensation of each of our named executive officers. However, certain performance-based
compensation that complies with the requirements of Section 162(m) is not included in the
calculation of the $1 million cap. The Compensation Committee may consider Section 162(m)s
conditions for deductibility when structuring compensation arrangements for its officers, including
the named executive officers. However, we believe that the Compensation Committee needs flexibility
to pursue its incentive and retention objectives, even if this means that a portion of executive
compensation may not be deductible by the Company. Accordingly, the Compensation Committee has
previously approved elements of compensation for certain officers that are not fully deductible,
and will likely do so in the future under appropriate circumstances.
31
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and
Analysis section of this proxy statement with management and, based on such review and discussion,
the Compensation Committee recommends to the Board of Directors that it be included in this proxy
statement.
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COMPENSATION COMMITTEE
N. Colin Lind, Chairman
David A. Cole
Patrick G. Dills
Steven P. Rosenberg
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Notwithstanding anything to the contrary which is or may be set forth in any of the Companys
filings under the Securities Act of 1933 or the Exchange Act that might incorporate Company
filings, including this proxy statement, in whole or in part, the preceding Compensation Committee
Report shall not be incorporated by reference into any such filings.
32
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company to the Chief
Executive Officer, the Chief Financial Officer, the other three most highly paid executive officers
of the Company in 2010, and certain other executive officers who departed during the last fiscal
year, but whose total compensation paid during the fiscal year would have placed them among the
three most highly compensated officers (collectively, the named executive officers).
Summary Compensation Table
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Non-Equity |
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Name and |
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Stock |
|
Option |
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Incentive Plan |
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All Other |
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Principal Position |
|
Year |
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
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Total |
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|
|
|
|
|
($) |
|
($) |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
($) |
|
($) |
Romil Bahl, |
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2010 |
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619,041 |
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1,000,000 |
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495,661 |
|
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319,626 |
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|
|
|
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|
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74,101 |
|
|
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2,508,429 |
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President and
Chief Executive Officer(4) |
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2009 |
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567,692 |
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|
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|
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1,473,756 |
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|
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943,332 |
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|
600,000 |
|
|
|
106,132 |
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|
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3,690,912 |
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|
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|
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Robert B. Lee, |
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2010 |
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223,736 |
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|
|
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|
|
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99,978 |
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|
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64,471 |
|
|
|
|
|
|
|
|
|
|
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388,185 |
|
Chief Financial Officer and
Treasurer(5) |
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2009 |
|
|
|
198,826 |
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|
|
|
|
|
|
45,867 |
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|
|
33,787 |
|
|
|
69,556 |
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|
|
3,000 |
|
|
|
351,036 |
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|
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|
|
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|
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|
|
|
|
|
|
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|
|
|
|
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|
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Larry M. Robinson, |
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2010 |
|
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190,681 |
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|
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621,049 |
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811,730 |
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Senior Vice President Audit
Services Americas (6) |
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2009
2008 |
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|
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419,269
419,269 |
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|
|
|
|
|
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93,810
425,668 |
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|
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69,103
108,106 |
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|
|
160,119
243,595 |
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|
|
117,449
55,785 |
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|
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859,750
1,252,423 |
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|
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Victor A. Allums, |
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2010 |
|
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261,935 |
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|
|
|
|
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117,374 |
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|
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75,689 |
|
|
|
|
|
|
|
|
|
|
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454,998 |
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Senior Vice President,
General Counsel, and
Secretary(7) |
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2009 |
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|
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240,000 |
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|
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20,000 |
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|
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53,689 |
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|
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39,555 |
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|
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106,494 |
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3,000 |
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462,738 |
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James R. Shand, |
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2010 |
|
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315,995 |
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145,233 |
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93,653 |
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554,881 |
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Senior Vice President Client
Services Americas(8) |
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2009 |
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228,461 |
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90,000 |
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|
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124,524 |
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|
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49,446 |
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|
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103,044 |
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|
|
|
|
|
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595,475 |
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|
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Michael Noel |
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2010 |
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|
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220,000 |
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|
|
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103,621 |
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|
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66,820 |
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|
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20,110 |
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410,551 |
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Senior Vice President and
Chief Information Officer(9) |
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(1) |
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The amount represents the aggregate grant date fair value of stock awards granted in the
fiscal year valued in accordance with FASB ASC Topic 718. This amount does not represent our
accounting expense for these awards during the year and does not correspond to the actual cash
value recognized by the named executive officer when received. The 2010 Stock Awards compensation
reported for all named executive officers relates to awards of restricted stock granted pursuant to
the 2008 Equity Incentive Plan. See Compensation Discussion and Analysis-Long-Term Equity
Incentive Compensation for a description of such plans. Additional information about assumptions
used in these calculations is available in Note 1(l) to the Companys Consolidated Financial
Statements in the Companys Form 10-K for the year ended December 31, 2010. Mr. Bahls Stock Awards
compensation for 2009 includes an award of restricted stock granted pursuant to the 2008 Equity
Incentive Plan and a one-time inducement grant of 344,445 shares of restricted stock, which was
granted to Mr. Bahl outside of the Companys Equity Incentive Plan. See Compensation Discussion
and AnalysisCompensation of the Chief Executive Officer for a description of the inducement
grant. |
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(2) |
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The amount represents the aggregate grant date fair value of option awards granted in the
fiscal year valued in accordance with FASB ASC Topic 718. This amount does not represent our
accounting expense for these awards during the year and does not correspond to the actual cash
value recognized by the named executive officer when received. The 2010 Option Awards compensation
reported for all named executive officers relates to awards of stock options granted pursuant to
the 2008 Equity Incentive Plan. Additional information about assumptions used in these calculations
is available in Note 1(l) to the Companys Consolidated Financial Statements in the Companys Form
10-K for the year ended December 31, 2010. Mr. Bahls Option Awards |
33
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compensation for 2009 includes stock options granted pursuant to the 2008 Equity Incentive Plan
and a one-time inducement grant award of 296,296 non-qualified stock options, which was granted
to Mr. Bahl outside of the Companys Equity Incentive Plan. See Compensation Discussion and
Analysis- Compensation of the Chief Executive Officer for a description of the inducement
grant. |
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(3) |
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Non-Equity Incentive Plan Compensation reported for all named executive officers consists of
compensation earned pursuant to the Companys Performance Bonus Plans in 2008 and 2009, which
amounts were paid in March 2009 and 2010, respectively. No amounts were earned by named executive
officers pursuant to the
Companys 2010 Performance Bonus Plan. See Compensation Discussion and Analysis Cash Bonus
for a description of the Performance Bonus Plan. |
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(4) |
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Mr. Bahls reported All Other Compensation for 2009 includes $58,176 in relocation
reimbursements, a $15,174 relocation tax gross up, $13,461 in relocation allowance, $10,300 in
personal legal services paid for by the Company, a mobile communications reimbursement and an
allowance for airline club dues. Mr. Bahls reported All Other Compensation for 2010 includes
$41,366 in relocation reimbursements, a $19,872 relocation tax gross up, $7,692 in relocation
allowance, a mobile communications reimbursement and an allowance for airline club dues and credit
card annual fees. |
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(5) |
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Mr. Lees reported All Other Compensation for 2009 represents a matching contribution to the
Companys 401(k) Plan. |
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(6) |
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Mr. Robinson left the Company effective June 16, 2010. The reported compensation
amounts for 2010 for Mr. Robinson reflect his employment with the Company through June 16, 2010.
Mr. Robinsons reported All Other
Compensation for 2008 includes a relocation payment, an auto allowance and life and health
insurance related supplements of $29,597. Mr. Robinsons reported All Other Compensation for 2009
includes reimbursements for health benefits, an auto allowance, a mobile communications
reimbursement and a housing allowance of $60,105. Mr. Robinsons reported All Other Compensation
for 2010 includes a housing allowance, an auto allowance, a medical allowance, a mobile
communications reimbursement, an allowance for credit card annual fees and $573,275 related to
severance and related benefits. Mr. Robinsons salary and bonus was paid in the Canadian Dollar
during a portion of 2008. For purposes of this proxy statement, such amounts have been converted to
the U.S. Dollar using the average of all daily exchange rates for the Canadian Dollar to the U.S.
Dollar for 2008 (approximately US$0.986 per Canadian Dollar). |
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(7) |
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Mr. Allumss
reported Bonus amount for 2009 represents a discretionary $20,000 bonus paid in March 2009. Mr.
Allumss reported All Other Compensation for 2009 represents a matching contribution to the
Companys 401(k) Plan. |
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(8) |
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Mr. Shands reported Bonus amount for 2009 represents a $90,000 signing bonus paid
in July 2009 pursuant to his employment agreement. |
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(9) |
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Mr. Noels reported All Other Compensation for 2010 includes payment of relocation
reimbursements, a $6,727 relocation tax gross up, a mobile communications reimbursement and an
allowance for credit card annual fees. |
Compensation Risk Assessment
As part of its oversight of the Companys executive compensation program, the Compensation
Committee considers the impact of the Companys executive compensation program, and the incentives
created by the compensation awards that it administers, on the Companys risk profile. In addition,
the Company reviews all of its compensation policies and procedures, including the incentives that
they create and factors that may increase the likelihood of excessive risk taking, to determine
whether they present a significant risk to the Company. The Compensation Committee believes that
our compensation programs are designed with the appropriate balance of risk and reward in relation
to our overall business strategy and that the various components of the Companys overall
compensation program,
taken as a whole, do not encourage excessive risk taking. This conclusion is based on, among
other factors, the level of base salaries paid by the Company, the balance of short-term and
long-term incentive compensation and mix of time and performance-based vesting and payment
criteria, and the establishment of goals and thresholds in compensation plans and awards that are
believed to be aggressive, but achievable. The Compensation Committee believes that the risks
arising from our employee compensation policies and practices are not reasonably likely to have a
material adverse effect on the Company.
34
Employment Agreements
The Company has entered into employment agreements with all of its current named executive
officers, the terms of which are described under Compensation Discussion and Analysis- Employment
and Severance Agreements.
Potential Payments Upon Termination or Change of Control
Under the terms of the employment agreements and other arrangements with its named executive
officers, the Company has agreed to make severance payments to the named executive officers upon
the termination of their employment. The following table shows the estimated payments and benefits
for each named executive officer under the various employment termination scenarios set forth in
their respective employment agreements assuming a triggering event took place on December 31, 2010.
Additionally, the arrangements with Mr. Robinson in connection with his separation from the Company
are described following the table immediately below. In accordance with SEC regulations, we do not
report any amount to be provided to a named executive officer under any arrangement which does not
discriminate in scope, terms, or operation in favor of our executive officers and which is
available generally to all salaried employees. Notwithstanding the amounts described below, other
than accrued obligations, an executives right to receive any payments or benefits upon termination
of his employment is contingent upon the executives executing a separation and release agreement
in a form acceptable to the Company.
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Termination |
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Termination |
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without Cause |
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without Cause |
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or Resignation |
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or Resignation |
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Death, |
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with Good |
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with Good |
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Disability or |
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Reason- No |
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Reason- |
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Resignation |
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Change of |
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Change of |
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Termination |
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without Good |
Name |
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Benefit |
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Control(1)(2) |
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Control(3)(4) |
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with Cause(5) |
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Reason(6)(7) |
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($) |
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($) |
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($) |
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($) |
Romil Bahl |
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Severance Payment |
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937,500 |
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1,250,000 |
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Bonus(8) |
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Health Care Coverage |
|
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14,527 |
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|
19,369 |
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Vested Options and
Restricted
Stock(9) |
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2,709,890 |
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2,709,890 |
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1,035,242 |
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Outplacement Services |
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20,000 |
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20,000 |
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Robert Lee |
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Severance Payment |
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229,600 |
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344,400 |
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Bonus(8) |
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Health Care Coverage
|
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9,730 |
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14,595 |
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Vested Options and
Restricted Stock(9) |
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331,051 |
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331,051 |
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Outplacement Services |
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20,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor Allums |
|
Severance Payment |
|
|
268,800 |
|
|
|
403,200 |
|
|
|
|
|
|
|
|
|
|
|
Bonus(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Coverage |
|
|
10,526 |
|
|
|
15,789 |
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination |
|
Termination |
|
|
|
|
|
|
|
|
|
|
without Cause |
|
without Cause |
|
|
|
|
|
|
|
|
|
|
or Resignation |
|
or Resignation |
|
|
|
|
|
Death, |
|
|
|
|
with Good |
|
with Good |
|
|
|
|
|
Disability or |
|
|
|
|
Reason- No |
|
Reason- |
|
|
|
|
|
Resignation |
|
|
|
|
Change of |
|
Change of |
|
Termination |
|
without Good |
Name |
|
Benefit |
|
Control(1)(2) |
|
Control(3)(4) |
|
with Cause(5) |
|
Reason(6)(7) |
|
|
|
|
($) |
|
($) |
|
($) |
|
($) |
|
|
Vested Options and
Restricted Stock(9) |
|
|
413,930 |
|
|
|
413,930 |
|
|
|
|
|
|
|
|
|
|
|
Outplacement Services |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Shand |
|
Severance Payment |
|
|
321,000 |
|
|
|
481,500 |
|
|
|
|
|
|
|
|
|
|
|
Bonus(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Coverage |
|
|
10,526 |
|
|
|
15,789 |
|
|
|
|
|
|
|
|
|
|
|
Vested Options and
Restricted Stock(9) |
|
|
538,523 |
|
|
|
538,523 |
|
|
|
|
|
|
|
|
|
|
|
Outplacement Services |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Noel |
|
Severance Payment |
|
|
220,000 |
|
|
|
330,000 |
|
|
|
|
|
|
|
|
|
|
|
Bonus(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Coverage |
|
|
10,526 |
|
|
|
15,789 |
|
|
|
|
|
|
|
|
|
|
|
Vested Options and
Restricted Stock(9) |
|
|
269,855 |
|
|
|
269,855 |
|
|
|
|
|
|
|
|
|
|
|
Outplacement Services |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For each named executive officer other than Mr. Bahl: other than within two years after a
change of control, if a named executive officer: (x) terminates his employment for good reason, (y)
is terminated by the Company without cause (as defined in the Employment Agreements), or (z)
terminates his employment upon the Companys failure to renew the Employment Agreement, then the
named executive officer is entitled to the following: (i) payment of the named executive officers
annual base salary for the period equal to the greater of one year or the sum of four weeks for
each full year of continuous service the named executive officer has with the Company (the
Severance Period); (ii) payment of any actual earned full-year bonus (pro-rated) for the year in
which the named executive officers employment termination occurs; (iii) continuation of health
care plan coverage, other than that under a flexible spending account, for the Severance Period;
(iv) payment of any accrued obligations; (v) vesting in full of the named executive officers
outstanding unvested options, restricted stock and other equity-based awards that would have vested
solely based on the continued employment of the named executive officer, as well as the
continuation of outstanding stock options until the earlier of one year after the date of
termination of the named executive officers employment or the original expiration date of the
options; and (vi) payment of up to $20,000 of outplacement services. |
|
(2) |
|
For Mr. Bahl, other than within two years after a change of control, if
he: (x) terminates his employment for good reason, (y) is terminated by the Company without cause
(as defined his Employment Agreement), or (z) terminates his employment upon the Companys failure
to renew the Employment Agreement, then the named executive officer is entitled to the following:
(i) payment of his annual base salary for the period equal to the greater of eighteen months or the
sum of four weeks for each full year of continuous service he has with the Company (the Severance
Period); (ii) payment of any actual earned full-year bonus (pro-rated) for the year in which Mr.
Bahls employment termination occurs; (iii) continuation of health care plan coverage, other than
that under a flexible spending account, for the Severance Period; (iv) payment of any accrued
obligations; (v) vesting (A) of his outstanding unvested Initial Options, Initial Restricted Stock,
One-Time Options and One-Time Restricted Stock that would have vested based upon his continued
employment through the next anniversary date of the commencement of his employment with the Company
immediately following the termination of his employment and (B) in full of his other outstanding
unvested options, restricted stock, and other equity-based awards that would have vested based
solely on his continued
employment, as well as the continuation of outstanding stock options, until the earlier of one year
after the date of termination of the named executive officers employment or the original
expiration date of the options; and (vi) payment of up to $20,000 of outplacement services. |
|
(3) |
|
For all named executive officers other than Mr. Bahl, if a termination described in
footnote (1) above occurs within two years of a change of control, then the named executive officer
would receive the same payments and |
36
|
|
|
|
|
benefits described in footnote (1) except that (i) the payment of the named executive officers
annual base salary shall be for the period equal to the greater of 18 months or the sum of four
weeks for each full year of continuous service the named executive officer has with the Company
(the Change in Control Severance Period), (ii) the named executive officers health care plan
coverage shall continue for the Change in Control Severance Period, and (iii) in addition to
the equity vesting and term benefits described in footnote (1) above, any performance-based
restricted stock would have become fully vested upon the Change in Control. |
|
(4) |
|
For Mr. Bahl, if a termination described in footnote (2) above occurs within two
years of a change of control, then he would receive the same payments and benefits described in
footnote (2) except that (i) the payment of Mr. Bahls annual base salary shall be for the period
equal to the greater of two years or the sum of four weeks for each full year of continuous service
he has with the Company (the Change in Control Severance Period), (ii) Mr. Bahls health care
plan coverage shall continue for the Change in Control Severance Period, and (iii) in addition to
the equity vesting and term benefits described in footnote (2) above, any performance-based
restricted stock would have become fully vested upon the Change in Control. |
|
(5) |
|
For all named executive officers, if the Company terminates a named executive
officer employment for cause, the employment agreement of such named executive officer shall
terminate and the Company will have no further obligations to the named executive officer other
than to pay any accrued obligations, which shall not include any bonus otherwise payable to the
named executive officer. |
|
(6) |
|
For all named executive officers other than Mr. Bahl, if the named executive
officers employment is terminated for reason of death or incapacity, the named executive officer
shall be entitled to receive (i) payment of an amount equal to the actual full-year bonus earned
for the year that includes his death or incapacity, prorated based on the number of days the
executive is employed for the year; and (ii) payment of any accrued obligations. If a named
executive officer resigns without good reason, the employment agreement of such named executive
officer shall terminate and the Company will have no further obligations to the named executive
officer other than to pay any accrued obligations, including any bonus earned for a completed
fiscal year which has not been paid. No bonus amounts are reflected in this column as no bonuses
were earned in
2010. |
|
(7) |
|
If Mr. Bahls employment is terminated for reason of death or incapacity, he shall
be entitled to receive (i) payment of an amount equal to the actual full-year bonus earned for the
year that includes his death or incapacity, prorated based on the number of days he is employed for
the year; (ii) payment of any accrued obligations; and (iii) vesting of his outstanding unvested
restricted stock from his Initial Equity and One-Time Equity Awards that would have vested based
solely on his continued employment through the next anniversary date of the commencement of the his
employment with the Company immediately following Mr. Bahls death, and all outstanding stock
options from his Initial Equity and One-Time Equity Awards shall remain outstanding until the
earlier of (x) one year after his death or (y) the original expiration date of the options. If Mr.
Bahl resigns without good reason, his employment agreement shall terminate and the Company will
have no further obligations to Mr. Bahl other than to pay any accrued obligations, including any
bonus earned for a completed fiscal year which has not been paid. No bonus amounts are reflected in
this column as no bonuses were earned in 2010. |
|
(8) |
|
No amounts were earned by the named executive officers pursuant to the Companys
2010 Performance Bonus Plan. All bonus amounts are reflected as $0 in the table. |
|
(9) |
|
The intrinsic value of stock awards is calculated based on the closing price of our common stock on
December 31, 2010 of $6.33. These amounts do not include the value of vested equity awards as of
December 31, 2010. |
Mr. Robinson left the Company effective June 16, 2010. Pursuant to the terms of his
separation agreement, Mr. Robinson was entitled to a severance payment of $548,275 and continuation
of medical coverage for himself, his spouse, and eligible dependents, valued at $8,785. As was the
case for our other named executive officers, Mr. Robinson did not earn a bonus in 2010 under the
2010 Performance Bonus Plan. Mr. Robinson was also entitled to
vesting in full of his outstanding unvested options, restricted stock and other equity based
awards that would have vested based solely on his continued employment which represents a value of
$181,911 based on the closing price of our common stock on June 16, 2010 of $4.28. Additionally,
all of Mr. Robinsons outstanding stock options will remain outstanding until the earlier of (a)
June 16, 2011 or (b) the original expiration date of the options. Finally, in connection with his
separation from the Company, a lump sum payment of $25,000 was made to Mr. Robinson. In
37
addition to the severance and other benefits to which Mr. Robinson is entitled under the terms of
his separation agreement, in accordance with the terms of the MIP, Mr. Robinson received the payout
of his remaining MIP performance units in December 2010.
Plan-Based Awards
The following tables set forth certain information regarding awards made under the Companys
various incentive plans. For additional information regarding these incentive plans and awards,
please see Compensation Discussion and Analysis above.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other |
|
All other |
|
|
|
|
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
|
|
|
|
Fair |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Awards: |
|
Exercise |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
Number of |
|
Or Base |
|
Of Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
Securities |
|
Price of |
|
And |
|
|
Grant |
|
Estimated Possible Payouts Under |
|
Estimated Future Payouts Under |
|
of Stock |
|
Underlying |
|
Option |
|
Option |
Name |
|
Date |
|
Non-Equity Incentive Plan Awards(1) |
|
Equity Incentive Plan Awards |
|
or Units(2) |
|
Options(3) |
|
Awards |
|
Awards(4) |
|
|
|
|
|
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
(#) |
|
(#) |
|
($/Sh) |
|
($) |
|
|
|
|
|
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Romil Bahl |
|
|
|
|
|
|
154,760 |
|
|
|
619,041 |
|
|
|
928,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,167 |
|
|
|
125,167 |
|
|
|
3.96 |
|
|
|
815,287 |
|
Robert Lee |
|
|
|
|
|
|
27,967 |
|
|
|
111,868 |
|
|
|
223,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,247 |
|
|
|
25,247 |
|
|
|
3.96 |
|
|
|
164,449 |
|
Larry Robinson |
|
|
|
|
|
|
23,835 |
|
|
|
95,341 |
|
|
|
190,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor Allums |
|
|
|
|
|
|
32,742 |
|
|
|
130,968 |
|
|
|
261,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,640 |
|
|
|
29,640 |
|
|
|
3.96 |
|
|
|
193,063 |
|
James Shand |
|
|
|
|
|
|
39,499 |
|
|
|
157,997 |
|
|
|
315,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,675 |
|
|
|
36,675 |
|
|
|
3.96 |
|
|
|
238,886 |
|
Michael Noel |
|
|
|
|
|
|
27,500 |
|
|
|
110,000 |
|
|
|
220,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/23/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,167 |
|
|
|
26,167 |
|
|
|
3.96 |
|
|
|
170,441 |
|
|
|
|
(1) |
|
The Threshold, Target and Maximum Payouts reported for all named executive
officers were based upon the Companys attainment of certain annual revenue thresholds, a minimum
adjusted EBITDA requirement, and achievement of certain individual performance objectives assigned
to each named executive officer, all as provided in the Companys 2010 Performance Bonus Plan. The
Company did not meet the specified minimum adjusted EBITDA level under the 2010 Performance Bonus
Plan. As a result, no bonus amounts were paid or will be paid to any participant of the named
executive officers under the 2010 Performance Bonus Plan. See
Compensation Discussion and Analysis Cash Bonus 2010 Performance Bonus Plan for a
description of the 2010 Performance Bonus Plan. |
|
(2) |
|
Grant of restricted stock pursuant to the 2008 Equity Incentive Plan, which vests in
three equal installments on each of June 23, 2011, 2012 and 2013. |
|
(3) |
|
Grant of options pursuant to the 2008 Equity Incentive Plan which vests in three
equal installments on each of June 23, 2011, 2012, and 2013. |
|
(4) |
|
The amount represents the grant date fair value of awards in accordance with FASB
ASC Topic 718. Additional information about assumptions used in these calculations is available in Note 1(l)
to the Companys Consolidated Financial Statements in the Companys Form 10-K for the year
ended December 31, 2010. |
38
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
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|
|
|
|
|
|
Equity |
|
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|
|
|
|
|
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|
|
|
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|
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|
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|
|
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|
|
|
Equity |
|
Incentive |
|
|
|
|
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|
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|
Incentive |
|
Plan |
|
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|
|
|
Plan |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Market or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Payout |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Unearned |
|
Value of |
|
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number |
|
Value of |
|
Shares, |
|
Unearned |
|
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
of Shares |
|
Shares or |
|
Units |
|
Shares, Units |
|
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
or Units |
|
Units of |
|
or Other |
|
or Other |
|
|
Unexercised |
|
Unexercised |
|
Option |
|
Option |
|
of Stock |
|
Stock that |
|
Rights that |
|
Rights that |
|
|
Options: |
|
Options: |
|
Exercise |
|
Expiration |
|
that Have |
|
Have Not |
|
Have Not |
|
Have Not |
Name |
|
Exercisable |
|
Unexercisable |
|
Price |
|
Date |
|
Not Vested |
|
Vested |
|
Vested |
|
Vested |
|
|
(#)(1) |
|
(#)(1) |
|
($) |
|
|
|
|
|
(#)(2) |
|
($)(3) |
|
(#)(2) |
|
($)(3) |
Romil Bahl |
|
|
27,777 |
|
|
|
83,334 |
(4) |
|
|
3.57 |
|
|
|
01/21/2016 |
|
|
|
468,983 |
(10) |
|
|
2,968,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
185,185 |
(5) |
|
|
3.57 |
|
|
|
01/21/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,852 |
|
|
|
57,704 |
(6) |
|
|
2.82 |
|
|
|
05/26/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,167 |
(7) |
|
|
3.96 |
|
|
|
06/23/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Lee |
|
|
10,000 |
|
|
|
|
|
|
|
13.54 |
|
|
|
09/19/2014 |
|
|
|
36,833 |
(11) |
|
|
233,153 |
|
|
|
5,556 |
(11) |
|
|
35,169 |
|
|
|
|
2,468 |
|
|
|
1,236 |
(8) |
|
|
9.51 |
|
|
|
09/17/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,421 |
|
|
|
10,844 |
(6) |
|
|
2.82 |
|
|
|
05/26/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,247 |
(7) |
|
|
3.96 |
|
|
|
06/23/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry Robinson |
|
|
17,081 |
|
|
|
|
|
|
|
9.51 |
|
|
|
06/16/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,266 |
|
|
|
|
|
|
|
2.82 |
|
|
|
06/16/2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Victor Allums |
|
|
6,518 |
|
|
|
3,260 |
(8) |
|
|
9.51 |
|
|
|
09/17/2015 |
|
|
|
47,255 |
(12) |
|
|
299,124 |
|
|
|
14,667 |
(12) |
|
|
92,842 |
|
|
|
|
6,347 |
|
|
|
12,695 |
(6) |
|
|
2.82 |
|
|
|
05/26/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,640 |
(7) |
|
|
3.96 |
|
|
|
06/23/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Shand |
|
|
7,934 |
|
|
|
15,869 |
(6) |
|
|
2.82 |
|
|
|
05/26/2016 |
|
|
|
62,544 |
(13) |
|
|
395,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,675 |
(7) |
|
|
3.96 |
|
|
|
06/23/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Noel |
|
|
3,333 |
|
|
|
6,667 |
(9) |
|
|
6.53 |
|
|
|
10/19/2016 |
|
|
|
32,834 |
(14) |
|
|
207,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,167 |
(7) |
|
|
3.96 |
|
|
|
06/23/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In accordance with the terms of the officers respective employment
agreements, all unvested options (other than certain of Mr. Bahls options as set forth below)
automatically vest in the event an officers employment is terminated without cause, the officer
terminates employment for good reason, or the Company chooses to not extend the term of an
officers employment agreement. In such circumstances, the vested options remain outstanding
until the earlier of (i) one year after the termination of employment or (ii) the original
expiration date of the options. If an officers employment with the Company terminates for any
other reason, all unvested options are immediately forfeited. The options become
100% vested upon a change of control. |
|
(2) |
|
Unvested shares of restricted stock with performance-based vesting will be
forfeited in the event the officer ceases to be employed by the Company. In accordance with the
terms of the officers respective employment agreements, however, unvested shares of restricted
stock with service-based vesting (other than certain of Mr. Bahls shares of restricted stock as
set forth below) will automatically vest if an officers employment is terminated without cause,
the officer terminates employment for good reason, or the Company chooses to not extend the
term of an officers employment agreement. All shares of restricted stock will become 100% vested
upon a change of control. |
|
(3) |
|
Based on $6.33 per share; the closing market price of the Companys
common stock on December 31, 2010. |
39
|
|
|
(4) |
|
These options vest in equal increments on each of January 21, 2011, 2012, and
2013. These options automatically vest in the event Mr. Bahls employment is terminated without
cause, Mr. Bahl terminates his employment for good reason, the Company chooses to not extend
the term of his employment agreement, or upon Mr. Bahls death or disability, but only if the
options would have vested based solely on the continued employment of Mr. Bahl through the next
anniversary date of his commencement of employment with the Company immediately following the
termination of his employment. In such circumstances, the vested options remain outstanding until
the earlier of (i) one year after the termination of employment (or death, if applicable) or (ii)
the original expiration date of the options. |
|
(5) |
|
These options will vest in equal increments on January 21, 2011 and January 21,
2013. These options automatically vest in the event Mr. Bahls employment is terminated without
cause, Mr. Bahl terminates his employment for good reason, the Company chooses to not extend
the term of his employment agreement, or upon Mr. Bahls death or disability, but only if the
options would have vested based solely on the continued employment of Mr. Bahl through the next
anniversary date of his commencement of employment with the Company immediately following the
termination of his employment. In such circumstances, the vested options remain outstanding until
the earlier of (i) one year after the termination of employment (or death, if applicable) or (ii)
the original expiration date of the options. |
|
(6) |
|
These options will vest in two equal installments on each of May 26,
2011 and 2012. |
|
(7) |
|
These options will vest in three equal installments on
each of June 23, 2011, 2012, and 2013. |
|
(8) |
|
These options vest on September
17, 2011. |
|
(9) |
|
These options will vest in two equal installments on each of October 19, 2011 and
2012. |
|
(10) |
|
Mr. Bahls restricted stock holdings include: (a) 175,001 shares which vest in
equal increments on each of January 21, 2011, 2012, and 2013; (b) 111,111 shares which vest in
equal increments on each of January 21, 2011 and January 21, 2013; (c) 125,167 shares which will
vest in three equal increments on each of June 23, 2011, 2012, and 2013; and (d) 57,704 shares
which vest in equal installments on each of May 26, 2011 and 2012. The restricted stock grants
described in (a) and (b) above automatically vest in the event Mr. Bahls employment is terminated
without cause, Mr. Bahl terminates his employment for good reason, the Company chooses to not
extend the term of his employment agreement, or upon Mr.
Bahls death or disability, but only if the restricted stock would have vested based solely on
the continued employment of Mr. Bahl through the next anniversary date of his commencement of
employment with the Company immediately following the termination of his employment. |
|
(11) |
|
Mr. Lees restricted stock holdings include: (a) 10,844 shares which vest in equal
installments on each of May 26, 2011 and 2012; (b) 742 shares which vest on September 17, 2011;
(c) 25,247 shares which will vest in three equal increments on each of June 23, 2011, 2012, and
2013; and (d) 5,556 shares which will vest subject to the Company meeting a cumulative Adjusted
EBITDA target for the three year period ending December 31, 2011. |
|
(12) |
|
Mr. Allums restricted stock holdings include: (a) 12,695
shares of which vest in equal increments on each of May 26, 2011 and 2012; (b) 4,920 shares
which vest on September 17, 2011; (c) 29,640 shares which will vest in three equal increments
on each of June 23, 2011, 2012, and 2013; and (d) 14,667 shares which will vest subject to the
Company meeting a cumulative Adjusted EBITDA target for the three year period ending December
31, 2011. |
|
(13) |
|
Mr. Shands restricted stock holdings include: (a) 10,000 shares which vest on
March 30, 2012; (b) 15,869 shares which will vest in equal increments on each of May 26, 2011
and 2012; and (c) 36,675 shares which will vest in three equal increments on each of June 23,
2011, 2012, and 2013. |
|
(14) |
|
Mr. Noels restricted stock holdings include (a) 6,667 shares which will vest in
equal increments on each of October 19, 2011 and 2012, and (b) 26,167 shares which will vest in
three equal increments on each of June 23, 2011, 2012, and 2013. |
40
OPTION EXERCISES AND STOCK VESTED
FOR FISCAL YEAR 2010*
|
|
|
|
|
|
|
|
|
|
|
Stock Awards |
|
|
Number of Shares |
|
Value Realized |
Name |
|
Acquired on Vesting |
|
on Vesting |
|
|
(#) |
|
($)(1) |
Romil Bahl |
|
|
87,185 |
|
|
|
451,688 |
|
Robert Lee |
|
|
6,161 |
|
|
|
25,917 |
|
Larry Robinson(2) |
|
|
46,025 |
|
|
|
194,216 |
|
Victor Allums |
|
|
11,265 |
|
|
|
52,627 |
|
James Shand |
|
|
17,934 |
|
|
|
91,774 |
|
Michael Noel |
|
|
3,333 |
|
|
|
19,731 |
|
|
|
|
* |
|
There were no options exercised in 2010 by any of the named executive officers
of the Company. |
|
(1) |
|
Based on the closing market price of the Companys
common stock on the date on which such shares vested. |
|
(2) |
|
The amounts reflected for Mr. Robinson include stock awards with a
value of $149,531 for which vesting was accelerated under the terms of the separation
agreement with Mr. Robinson. |
CERTAIN TRANSACTIONS
We may enter into business transactions in the ordinary course of business with our directors
and officers, including members of their families or corporations, partnerships or other
organizations in which these directors and officers have a controlling interest. If transactions
between the Company and any of our directors or officers occur, the transaction:
|
|
|
will be on substantially the same terms, including as those prevailing at the time for
comparable transactions with unrelated parties; |
|
|
|
|
will be on terms no less favorable than
could be obtained from an unrelated third party; and |
|
|
|
|
will be approved by a majority of
the directors who do not have an interest in the transaction. |
As required by Nasdaq Listing Standards Rule 5605(c)(3) and the Companys Audit Committee
Charter, all related party transactions are reviewed and approved by the Audit Committee. For
purposes of this review and approval, the term related party transaction is generally defined as
any transaction (or series of related transactions) in which the Company is a participant and the
amount involved exceeds $120,000, and in which any director, director nominee, or executive officer
of the Company, any holder of more than 5% of the outstanding voting securities of the Company, or
any immediate family member of the foregoing persons will have a direct or indirect interest.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Lind, Cole, Dills and Rosenberg currently comprise the Compensation Committee. None of
the members of the Compensation Committee had any interlocks within the meaning of Item 407(e)(4)
of the SEC Regulation S-K during fiscal year 2010.
41
OWNERSHIP OF DIRECTORS, PRINCIPAL SHAREHOLDERS
AND CERTAIN EXECUTIVE OFFICERS
The following tables set forth certain information regarding the beneficial ownership of the
Companys common stock as of April 1, 2011, by (i) each person (or group of affiliated persons)
known by the Company to be the beneficial owner of more than 5 percent of the outstanding common
stock of the Company; (ii) each director and director nominee of the Company; (iii) the current
Named Executive Officers; and (iv) all of the Companys executive officers and directors as a
group. Except as otherwise indicated in the footnotes to this table, the Company believes that the
persons named in this table have sole investment and voting power with respect to all the shares of
common stock indicated.
|
|
|
|
|
|
|
|
|
|
|
Total Beneficial |
|
Percent of Shares |
Beneficial Owner |
|
Ownership |
|
Beneficially Owned(1) |
Blum Capital Partners, L.P.(2)
|
|
|
3,440,974 |
|
|
|
14.35 |
% |
909 Montgomery St., Ste. 400
San Francisco, CA 94133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renaissance Technologies LLC(3)
|
|
|
1,249,900 |
|
|
|
5.21 |
% |
800 Third Avenue
New York, NY 10022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weintraub Capital Management, L.P.(4)
|
|
|
2,007,537 |
|
|
|
8.37 |
% |
44 Montgomery St., Ste. 4100
San Francisco, CA 94104 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Applicable percentage ownership at April 1, 2011 is based upon 23,986,892
shares of common stock outstanding, adjusted in the case of certain options and other
conversion rights. Shares of common stock subject to options and rights that are
currently exercisable or convertible, or will become exercisable or convertible within 60
days of April 1, 2011 are deemed outstanding for computing the percentage ownership of
the person holding such options or rights, but are not deemed outstanding for computing
the percentage ownership of any other persons. Beneficial ownership is determined in
accordance with the rules of the SEC under which shares are beneficially owned by the
person or entity that holds investment and/or voting power. |
|
(2) |
|
Blum Capital Partners, L.P., a California limited partnership (Blum L.P.);
Richard C. Blum & Associates, Inc., a California corporation (RCBA Inc.); Blum Strategic
GP II, L.L.C., a Delaware limited liability company (Blum GP II); and Blum Strategic
Partners II, L.P. (Blum Strategic II), a Delaware limited partnership, are referred to
herein as the Blum Reporting Persons. Blum L.P.s principal business is acting as a
general partner for investment partnerships and providing investment advisory services. Blum
L.P. is an investment advisor registered with the Securities and Exchange Commission. Voting
and investment power concerning the above shares are held solely by Blum L.P. and Blum GP
II. The Reporting Persons may be deemed to have beneficial ownership of an aggregate of
3,440,974 shares of Common Stock. As the sole general partner of
Blum L.P., RCBA Inc. may be deemed to be the beneficial owner of the securities of which
Blum L.P. has voting and investment power. Information is based on publicly reported
holdings as of the date of the most recently filed Schedule 13D/A, as filed on August
17, 2010, and the most recently filed Form 4 dated January 4, 2011. RBCA Inc., Blum
L.P., and Blum GP II disclaim beneficial ownership over the shares except to the extent
of their pecuniary interest therein. |
|
(3) |
|
Information is based on publicly reported holdings as of the date of the
most recently filed Schedule 13G/A, as filed on February 11, 2011. Renaissance
Technologies LLC (RTC) and James H. Simon (Simon) are referred to as the Reporting
Persons. The reporting persons may be |
42
|
|
|
|
|
deemed to beneficially own 1,249,900 shares. Simon is deemed to beneficially own the
shares owned by RTC because of Simons position as a control person of RTC. |
|
(4) |
|
Information is based on publicly reported holdings as of the date of the most
recently filed Form 13F-HR, as filed on February 15, 2011. Weintraub Capital Management,
L.P. (Capital) is a registered investment adviser. Weintraub Capital Management GP, LLC
(GP) is the general partner of Weintraub Capital Management, L.P. and Jerald M. Weintraub
(Weintraub) is the manager of Weintraub Capital Management GP, LLC. Capital and GP report
that they be deemed to beneficially own 1,985,530 shares. Weintraub reports that he may be
deemed to beneficially own 2,007,537 shares. Prism Partners IV Leveraged Offshore Fund
(Prism) reports may be deemed to beneficially own 871,892 shares. The address of Prism is
c/o Citi Hedge Fund Services, Ltd., Hemisphere House, 9 Church Street, Hamilton, HM11,
Bermuda. The filers filed the Schedule 13G jointly, but not as members of a group and each
of them expressly disclaims membership in a group. Each filer disclaimed beneficial
ownership of the Stock except to the extent of that filers pecuniary interest therein. In
addition, the filing of the Schedule 13G on behalf of Prism should not be construed as an
admission that it is, and it disclaims that it is, the beneficial owner, as defined in rule
13d-3 under the Act, of any of the securities covered by this Schedule 13G. |
43
Directors, Named Executive Officers and Directors and Officers as a Group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain |
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
Subject to |
|
|
|
|
|
|
|
|
Beneficial |
|
Options |
|
|
|
|
|
Percent of |
|
|
Holdings |
|
and Other |
|
Total |
|
Shares |
|
|
(Excluding |
|
Stock |
|
Beneficial |
|
Beneficially |
Beneficial Owner |
|
Options) |
|
Awards(1) |
|
Ownership |
|
Owned(2) |
Victor A. Allums |
|
|
144,609 |
|
|
|
46,111 |
|
|
|
190,720 |
|
|
|
* |
|
Romil Bahl |
|
|
543,654 |
|
|
|
196,579 |
|
|
|
740,233 |
|
|
|
3.06 |
% |
Patrick M. Byrne |
|
|
12,819 |
|
|
|
4,273 |
|
|
|
17,092 |
|
|
|
* |
|
David A. Cole |
|
|
22,657 |
|
|
|
105,510 |
|
|
|
128,167 |
|
|
|
* |
|
Patrick G. Dills |
|
|
58,557 |
|
|
|
66,510 |
|
|
|
125,067 |
|
|
|
* |
|
Archelle Georgiou Feldshon |
|
|
17,092 |
|
|
|
8,546 |
|
|
|
25,638 |
|
|
|
* |
|
N. Colin Lind(3) |
|
|
3,463,131 |
|
|
|
75,510 |
|
|
|
3,538,641 |
|
|
|
14.71 |
% |
Robert B. Lee |
|
|
47,291 |
|
|
|
23,310 |
|
|
|
70,601 |
|
|
|
* |
|
Philip J. Mazzilli, Jr. |
|
|
32,157 |
|
|
|
75,510 |
|
|
|
107,667 |
|
|
|
* |
|
Michael Noel |
|
|
45,086 |
|
|
|
3,333 |
|
|
|
48,419 |
|
|
|
* |
|
Steven P. Rosenberg |
|
|
22,157 |
|
|
|
75,510 |
|
|
|
97,667 |
|
|
|
* |
|
James R. Shand |
|
|
74,905 |
|
|
|
15,868 |
|
|
|
90,773 |
|
|
|
* |
|
All current directors and
executive officers as a
group (13 persons) |
|
|
4,502,448 |
|
|
|
696,570 |
|
|
|
5,199,018 |
|
|
|
21.06 |
% |
|
|
|
* |
|
Represents holdings of less than one percent. |
|
(1) |
|
Represents shares that may be acquired currently or within 60 days
after April 1, 2011 through the exercise of stock options and those that will be
received upon the settlement of additional Performance Units under the 2006
Management Incentive Plan which is expected to occur on April 30, 2011. |
|
(2) |
|
Applicable percentage ownership at April 1, 2011 is based upon
23,986,892 shares of common stock outstanding, adjusted in the case of certain
options and other conversion rights. Shares of common stock subject to options and
rights that are currently exercisable or convertible, or will become exercisable
or convertible within 60 days of April 1, 2011 are deemed outstanding for
computing the percentage ownership of the person holding such options or rights,
but are not deemed outstanding for computing the percentage ownership of any other
persons. Beneficial ownership is determined in accordance with the rules of the
SEC under which shares are beneficially owned by the person or entity that holds
investment and/or voting power. |
|
(3) |
|
Includes 3,440,974 shares of Common Stock beneficially owned by
Blum Capital Partners, L.P. Mr. Lind is a Managing Partner of Blum
L.P. Mr. Lind has informed the Company that he disclaims beneficial ownership of
the shares beneficially owned by Blum L.P., except to the extent of any
pecuniary interest therein. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys executive officers and directors and
persons who beneficially own more than 10% of the Companys stock to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% beneficial owners are required by SEC
regulations to furnish the Company
44
with copies of all Section 16(a) forms they file.
Based solely on its review of copies of forms received by it pursuant to Section 16(a) of the
Exchange Act, and written representations from certain reporting persons, the Company believes that
with respect to 2010, all Section 16(a) filing requirements applicable to its executive officers,
directors and greater than 10 percent beneficial owners were timely satisfied.
EXECUTIVE OFFICERS
Each of the executive officers of the Company was appointed by the Board of Directors to serve
at the pleasure of the Board of Directors or until their successors are elected or until their
earlier resignation, removal or death. The following table lists the current executive officers of
the Company and their ages and offices with the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Employed in |
Name |
|
Age |
|
Current Position |
Romil Bahl, President and Chief Executive Officer
|
|
|
42 |
|
|
Since January 2009 |
|
|
|
|
|
|
|
Robert B. Lee, Chief Financial Officer and Treasurer
|
|
|
56 |
|
|
Since June 2009 |
|
|
|
|
|
|
|
Victor A. Allums, Senior Vice President, General Counsel and
Secretary
|
|
|
51 |
|
|
Since May 2006 |
|
|
|
|
|
|
|
Catherine H. Lafiandra, Senior Vice PresidentHuman
Resources
|
|
|
48 |
|
|
Since February 2010 |
|
|
|
|
|
|
|
Michael Noel, Senior Vice President and Chief Information
Officer
|
|
|
38 |
|
|
Since October 2009 |
|
|
|
|
|
|
|
James R. Shand, Senior Vice PresidentClient
Services-Americas
|
|
|
44 |
|
|
Since March 2009* |
|
|
|
* |
|
Mr. Shand was originally hired as Chief Innovation and Strategy Officer;
however, his role was later changed to Senior Vice PresidentClient
ServicesAmericas in September 2009 following further development of the Companys
business strategy. |
For biographical information regarding Mr. Bahl, please see Information About The
Class I Directors Whose Terms Will Expire At The 2012 Annual Meeting Of Shareholders above.
Robert B. Lee, Chief Financial Officer and Treasurer, joined the Company as Controller in
January 2006. From October 2002 to December 2005, Mr. Lee was a principal in Bartlett Lee Auxiliary
Management, a financial services outsourcing firm. From January 1993 to October 2002, he served as
CFO and Controller of Buckhead America Corporation, a publicly owned hospitality company.
Buckhead America was a spin-off company of Days Inns of America where Mr. Lee had served as
Controller from September 1990 to December 1992. Prior to joining Days Inns, Mr. Lee was a Senior
Manager with KPMG Peat Marwick where he began his career. Mr. Lee is a Certified Public Accountant,
actively licensed since 1982.
45
Victor A. Allums, Senior Vice President, General Counsel and Secretary, joined the Company in
February 2006 and was Senior Vice President and Assistant Secretary prior to his appointment to his
current position in May 2006. For nine years prior to joining the Company, Mr. Allums was Senior
Vice President and General Counsel of GE Business Productivity Solutions, a subsidiary of General
Electric Capital Corporation. Prior to his tenure with GE, he served as Assistant General Counsel
of ALLTEL Information Services Healthcare Division. Mr. Allums began his career with the Atlanta
law firm of Troutman Sanders.
Catherine H. Lafiandra, Senior Vice PresidentHuman Resources, joined the Company in February
2010. Prior to joining the Company, she served in various roles for Imerys SA, an international
mining company, from 1999 to 2007. From 2005 to 2007, Ms. Lafiandra served as Vice President and
General Manager of Imerys Performance Miners North America and Europe, and prior to that, from 2003
to 2005, she served as Vice-President, Human Resources for all of Imerys SA. Prior to 2003, Ms.
Lafiandra was Vice President Human Resources and General Counsel for Imerys Pigments and Additives
Group. Prior to Imerys, Ms. Lafiandra served in various legal roles for GTE Wireless Inc. and was a
lawyer in private practice with the law firms of Jones Day and Morris, Manning and Martin.
Michael Noel joined the Company as Senior Vice President and Chief Information Officer in
October, 2009. Prior to joining PRGX, he was a partner in the IT Strategy practice at Infosys
Consulting, the management consulting subsidiary of Infosys Technologies. Prior to joining Infosys
in late 2004, Michael was a senior consultant in the IT Strategy and Transformation practice at
A.T. Kearney.
James R. Shand, Senior Vice PresidentClient ServicesAmericas, is responsible for the
development of new accounts payable recovery audit clients and for ensuring a high level of service
to existing clients in the U.S, Canada and Latin and South America. Mr. Shand joined the Company in
March 2009 as Chief Information and Strategy Officer. Prior to joining the Company, Mr. Shand led
the Global Information Technology Strategy Practice at Infosys Consulting, Inc., the business
consulting subsidiary of Infosys Technologies Limited, since August 2004. Prior to Infosys, Mr.
Shand was a Principal Consultant at A.T. Kearney, a global management consulting company. Before
A.T. Kearney, Mr. Shand was a founder and Managing Director of Churchill Software Ltd in London,
UK, which provided IT services to the UK Government.
46
PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The Company incurred the following fees for services performed by its independent registered
public accounting firm for 2010 and 2009. All of the services described below were approved by the
Audit Committee.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
Audit Fees (1)
|
|
$ |
1,142,568 |
|
|
$ |
906,033 |
|
Aggregate fees for professional services for
the audit of the Companys annual financial
statements and reviews of financial statements
included in the Companys Forms 10-Q |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees (2)
|
|
$ |
18,848 |
|
|
$ |
43,963 |
|
Aggregate fees billed for assurance and
related services that are reasonably related
to the performance of the audit or review of
the Companys financial statements and are not
reported above |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
$ |
36,311 |
|
|
$ |
27,388 |
|
Aggregate fees billed for professional
services for tax compliance, tax consulting
and tax planning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
Aggregate fees billed for products and
services provided other than the services
reported above |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Audit Fees consist of fees for professional services rendered in
connection with the audits of (i) annual financial statements of the Company and its
subsidiaries, and (ii) the effectiveness of internal control over financial reporting. This
category also includes reviews of financial statements included in
Form 10-Q filings of the Company and its subsidiaries and services normally provided in
connection with statutory and regulatory filings or engagements. |
|
(2) |
|
Audit-Related Fees consist of fees for professional services
that are reasonably related to the performance of the audit or review of the Companys
financial statements and are not reported under Audit Fees. For all periods presented,
Audit-Related Fees relate to an employee benefit plan audit and fees paid to affiliates of
BDO USA, LLP for other compliance work in foreign jurisdictions. |
SHAREHOLDER PROPOSALS
Shareholders who, in accordance with Securities and Exchange Commission Rule 14a-8, wish to
present proposals for inclusion in the Companys proxy materials to be distributed in connection
with next years annual meeting of Shareholders must submit their proposals so that they are
received at the Companys principal executive offices no later than the close of business on
December 15, 2011. As the rules of the SEC make clear, simply submitting a proposal does not
guarantee that it will be included.
In accordance with the Companys Bylaws, in order to be properly brought before the 2012
Annual Meeting, a shareholders notice of the matter the shareholder wishes to present, or the
person or persons the shareholder wishes to nominate as a director, must be delivered to the
Secretary of the Company at its principal executive offices no less than 90 days, and no more than
120 days before the first anniversary of the date the Company mailed the preceding years proxy
statement. As a result, any notice given by a shareholder pursuant to these provisions of the
Companys Bylaws (and not pursuant to the SECs Rule 14a-8) must be received no earlier than
December 15, 2011, and no later than January 16,
47
2012, unless the Companys annual meeting date in 2012 is more than 30 days before or after May 24,
2012. SEC rules permit management to vote proxies in its discretion with respect to such matters if
we advise shareholders how management intends to vote. If the Companys 2012 Annual Meeting date is
advanced or delayed by more than 30 days from May 24, 2012, then proposals must be received no
later than the close of business on the later of the 90th day before the 2012 Annual Meeting or the
10th day following the date on which the meeting date is first publicly announced.
To be in proper form, a shareholders notice must include the specified information concerning
the proposal or nominee as described in the Companys Bylaws. A shareholder who wishes to submit a
proposal or nomination is encouraged to seek independent counsel about the requirements imposed by
the Companys Bylaws and SEC regulations. The Company will not consider any proposal or nomination
that does not meet the Bylaw requirements and the SECs requirements for submitting a proposal or
nomination.
NOTICES OF INTENTION TO PRESENT PROPOSALS AT THE 2012 ANNUAL MEETING SHOULD BE ADDRESSED TO
SECRETARY, PRGX GLOBAL, INC., 600 GALLERIA PARKWAY, SUITE 100, ATLANTA, GEORGIA 30339. THE COMPANY
RESERVES THE RIGHT TO REJECT, RULE OUT OF ORDER, OR TAKE OTHER APPROPRIATE ACTION WITH RESPECT TO
ANY PROPOSAL THAT DOES NOT COMPLY WITH THESE AND OTHER APPLICABLE
REQUIREMENTS.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Only one copy of this proxy statement and the documents accompanying it is being delivered to
multiple beneficial shareholders who share an address, unless the Company or its authorized agents
have received contrary instructions from any such shareholder. These documents are available on the
Companys web site, www.prgx.com. In addition, the Company will deliver promptly, upon written or
oral request, a separate copy of this proxy statement and all other enclosed documents to any
shareholder to which a single copy was delivered at a shared address. Any instructions to receive a
separate copy of such mailings in the future, or request to receive a copy of this proxy statement
or enclosed documents, may be made in writing or by telephone to the Companys Secretary, Victor A.
Allums, at PRGX Global, Inc., 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339, (770)
779-3900. If you are a beneficial holder and have previously provided a broker with permission to
receive only one copy of these materials at a shared address, you must provide any revocation of
such permission to that broker.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND
THE MEETING IN PERSON ARE URGED TO SIGN, COMPLETE, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
|
|
|
|
|
|
By Order of the Board of Directors:
|
|
|
|
|
|
Patrick G. Dills |
|
|
Chairman |
|
|
Dated: April 12, 2011
48
PRGX GLOBAL, INC.
COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 24, 2011
The undersigned shareholder hereby appoints Romil Bahl, Robert B. Lee and Victor A.
Allums, or any of them, with full power of substitution, to act as proxy for, and to vote the stock
of, the undersigned at the Annual Meeting of Shareholders of PRGX Global, Inc. (the Company) to
be held on May 24, 2011, and any adjournments thereof. The undersigned acknowledges receipt of the
Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement, and grants authority
to said proxies, or their substitutes, and ratifies and confirms all that said proxies may lawfully
do in the undersigneds name, place and stead. The undersigned instructs said proxies to vote as
indicated hereon.
THE PROXIES SHALL VOTE AS SPECIFIED ON THE REVERSE, OR IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR EACH OF THE LISTED NOMINEES, FOR PROPOSALS 2 AND 3 AND 1 YEAR ON PROPOSAL 4. ALL
PROPOSALS ARE DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on the reverse side.)
ANNUAL MEETING OF SHAREHOLDERS OF
PRGX GLOBAL, INC.
COMMON STOCK PROXY CARD
May 24, 2011
PROXY VOTING INSTRUCTIONS
INTERNET - Access www.voteproxy.com and
follow the on-screen instructions. Have your proxy card
available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or 1-718-921-8500 from
foreign countries from any touch-tone telephone and follow the
instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in
the envelope provided as soon as possible.
IN PERSON - You may vote your shares in
person by attending the Annual Meeting.
|
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|
COMPANY NUMBER |
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|
ACCOUNT NUMBER |
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|
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting and Proxy Statement and 2010 Annual Report on Form 10-K
are available at www.prgx.com/proxy.
¯ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ¯
|
|
|
|
|
g 20430300400000000000 8
|
|
|
052411 |
|
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
|
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|
|
|
|
|
|
1. Election of Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINEES: |
c
|
|
FOR ALL NOMINEES
|
|
O
|
|
David A. Cole
|
|
Class III director |
|
|
|
|
O
|
|
Phillip J. Mazzilli, Jr.
|
|
Class III director |
c
|
|
WITHHOLD AUTHORITY FOR ALL NOMINEES
|
|
O
|
|
Archelle Georgiou Feldshon
|
|
Class III director |
|
|
|
O
|
|
Patrick M. Byrne
|
|
Class II director |
|
|
|
|
|
|
|
|
|
c |
|
FOR ALL EXCEPT
(See instructions below) |
|
The Board of Directors recommends a vote FOR ALL NOMINEES. |
|
|
|
|
|
|
INSTRUCTIONS: |
To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the
circle next to each nominee you wish to withhold, as shown
here: n |
|
|
|
|
|
To change the address on your account, please check
the box at right and indicate your new address in the address space
above. Please note that changes to the registered
name(s) on the account may not be submitted via this
method.
|
|
c |
|
|
|
|
|
|
|
|
|
|
|
The Board of
Directors recommends a vote FOR: |
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
2.
|
|
Ratification of Appointment of BDO USA, LLP as PRGXs
independent registered public accounting firm for fiscal year
2011.
|
c
|
|
c
|
|
c |
|
The Board of Directors recommends a vote FOR: |
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
3.
|
|
Approval, on an advisory basis, of the compensation paid to the
Companys named executive officers.
|
c
|
|
c
|
|
c |
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors recommends a vote of every 1 year: |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
1 year |
|
2 years |
|
3 years |
|
ABSTAIN |
4.
|
|
Frequency of future advisory votes on the compensation of
the Companys named executive officers.
|
|
c
|
|
c
|
|
c
|
|
c |
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
In the discretion of the proxies, upon such other matters as may properly come
before the meeting or any adjournment thereof. |
THE PROXIES SHALL VOTE AS SPECIFIED ABOVE OR IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR EACH OF THE LISTED
NOMINEES, FOR PROPOSALS 2 AND 3 AND 1 YEAR ON PROPOSAL 4.
PRGX GLOBAL, INC.
COMMON STOCK PROXY CARD
|
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|
Signature of Shareholder
|
|
|
Date:
|
|
|
Signature of Shareholder
|
|
|
Date:
|
|
|
|
|
Note: |
|
Please sign exactly as your name or names appear on this
Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person. |