UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 26, 2014
LANTRONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-16027 | 33-0362767 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
167 Technology Drive
Irvine, California 92618
(Address of principal executive offices, including zip code)
(949) 453-3990
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 26, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Lantronix, Inc. (the “Company”) amended the Lantronix, Inc. Annual Bonus Program (the “Bonus Program”). Selected employees, including all of the Company’s named executive officers, are eligible to participate in the Bonus Program. Each participant in the Bonus Program is assigned a target annual cash bonus expressed as a percentage of the participant’s base salary or as a fixed amount of cash, the payment of which is subject to the achievement of certain performance goals and objectives as outlined in the Bonus Program. Bonuses paid under the Bonus Program, if any, are based upon two semi-annual performance periods, corresponding to the first and second half of the Company’s fiscal year, respectively (each, a “Performance Period”). For each Performance Period, the Committee establishes a limit on the maximum aggregate amount of bonuses that all participants will be eligible to receive during a Performance Period (the “Bonus Pool”), expressed as a percentage of the Company’s earnings before interest, taxes, depreciation, amortization, and share-based compensation, excluding the impact of certain non-recurring charges or gains (if any) and the total amount of bonus payments awarded under the Bonus Program for the Performance Period (“Adjusted EBITDAS”).
On August 26, 2014, the Committee also approved the performance goals, bonus formulas and Bonus Pool under the Bonus Program for the first half of fiscal year 2015, which ends on December 31, 2014. The Committee designated Kurt Busch, the Company’s Chief Executive Officer, Jeremy Whitaker, the Company’s Chief Financial Officer, and Daryl Miller, the Company’s Vice President of Engineering, as participants in the Bonus Program. The Committee also designated other Lantronix employees who are not named executive officers as Bonus Program participants for fiscal year 2015.
For fiscal year 2015, the Committee approved two performance measures for Messrs. Busch and Whitaker. These goals relate to the Company achieving certain levels of revenue and Adjusted EBITDAS. The goals are weighted 60% towards revenue and 40% towards Adjusted EBITDAS.
For all other participants, including Mr. Miller, in addition the revenue and Adjusted EBITDAS goals, bonus determinations take into account achievement towards goals established by the Committee relating to certain corporate and individual MBOs, or management by objectives. The goals for all participants other than Messrs. Busch and Whitaker are weighted 40% towards revenue, 30% towards Adjusted EBITDAS and 30% towards MBOs.
Bonus payouts for all participants are weighted 40% towards the first half of the fiscal year and 60% for the second half of the fiscal year. The Committee expects to establish performance goals for the second half of fiscal year 2015 in the first quarter of calendar year 2015. The Committee expects to use similar performance metrics in the second half of fiscal year 2015.
The actual bonuses payable for fiscal year 2015, if any, will vary depending on the extent to which actual performance meets, exceeds or falls short of the goals approved by the Committee. In addition, the Committee retains discretion to reduce or eliminate or otherwise adjust the bonus that otherwise would be payable based on actual performance. In addition, the Committee retains the discretion to exclude one-time non-recurring expenses in calculating the extent to which Adjusted EBITDAS is achieved.
For fiscal 2015, the Bonus Pool will be limited to forty-five percent (45%) of the Company’s Adjusted EBITDAS during the applicable Performance Period. If the Bonus Pool during a Performance Period is insufficient to fully fund the bonuses earned during the Performance Period, each participant’s bonus will be ratably reduced.
Under the Bonus Program for fiscal 2015, (1) the target bonus for Mr. Busch is 75% of his base salary, with the opportunity to earn up to 200% of this amount (i.e., 150% of his base salary) based on the level of achievement of the Company’s financial goals; (2) the target bonus for Mr. Whitaker is 55% of his base salary, with the opportunity to earn up to 200% of this amount (i.e., 110% of his base salary) based on the level of achievement of the Company’s financial goals; and (3) the target bonus for Mr. Miller is 40% of his base salary, with the opportunity to earn up to 170% of this amount (i.e., 68% of his base salary) based on the level of MBO performance and the achievement of the Company’s financial goals.
The foregoing descriptions of the Bonus Program does not purport to be complete and is qualified in its entirety by reference to the Summary of Lantronix, Inc. Annual Bonus Program, a copy of which is attached to this report as Exhibit 99.1.
On August 26, 2014, the Compensation Committee of the Board of Directors of the Company also approved the following increases in the base salaries for the Company's named executive officers, effective October 1, 2014: the annual base salary for Mr. Busch will increase to $340,000; the annual base salary for Mr. Whitaker will increase to $240,000; and the annual base salary for Mr. Miller will increase to $246,000. The Compensation Committee also approved an executive physical program, under which Messrs. Busch and Whitaker will be provided an annual executive physical examination at a maximum cost of $2,500 each.
Item 9.01 | Financial Statements and Exhibits. |
(d)
Exhibit Number | Description | ||
99.1 | Summary of Lantronix, Inc. Annual Bonus Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 29, 2014 | LANTRONIX, INC. | ||
By: | /s/ Jeremy Whitaker | ||
Jeremy Whitaker Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number | Description | ||
99.1 | Summary of Lantronix, Inc. Annual Bonus Program |
Exhibit 99.1
SUMMARY OF LANTRONIX, INC. ANNUAL BONUS PROGRAM
1. Purpose and Effective Date.
This Summary (the “Summary”) sets forth the terms and conditions of the Lantronix, Inc. Annual Bonus Program (the “Bonus Program”). It is a performance-based bonus program for the benefit of employees of Lantronix, Inc., a Delaware corporation (“Lantronix”), and any subsidiaries of Lantronix that are selected for participation as provided herein (“Participants”). The Bonus Program is designed to encourage Participants to perform in a satisfactory manner over the course of Lantronix’ fiscal year, which ends on June 30 of each year (“fiscal year”). The Bonus Program is intended to qualify as a compensation or bonus plan that is exempt from the application of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, by reason of Section 3 of such Act. Unless otherwise noted, the term the “Company” shall refer to Lantronix and/or any of its subsidiaries, as applicable.
2. Eligibility and Participation.
Eligibility and participation shall be at the sole discretion of the Compensation Committee of the Board of Directors of Lantronix (the “Compensation Committee”). Management of Lantronix will notify in writing those employees determined by the Compensation Committee to be eligible for participation in the Bonus Program.
3. Administration of the Bonus Program.
The Compensation Committee shall administer the Bonus Program. For each applicable fiscal year, the Compensation Committee shall review and approve the bonus targets, performance measures and objectives for the Bonus Program. In describing performance objectives, the Compensation Committee and the Company shall use best efforts to ensure that such objectives are written, disclosed to the Participant, quantitatively measurable, and capable of being objectively evaluated.
4. Performance Periods and Bonus Targets.
(a) Performance Periods. The Bonus Program is based upon two semi-annual performance periods for each applicable fiscal year (each, a “Performance Period”): (i) July 1 – December 31 (“Fiscal First Half”); and (ii) January 1 – June 30 (“Fiscal Second Half”). For each Performance Period, bonuses under the Bonus Program (“Bonuses”) are payable to Participants who remain employed by the Company on the date that Bonuses are paid under the Bonus Program for the applicable Performance Period (each, a “Distribution Date”).
(b) Bonus Targets.
(1) Target Annual Bonus Amount. For each Participant, the Compensation Committee will establish a target annual bonus amount (“Target Annual Bonus”) payable under the Bonus Program to the Participant for the fiscal year, expressed as a percentage of the Participant’s base salary or as a fixed amount of cash, the payment of which shall be conditioned on the achievement of certain performance goals and objectives as outlined in this Bonus Program.
(2) Target Period Bonus Amount. For each Performance Period, each Participant will have a target bonus amount (“Target Period Bonus”), which will be equal to a percentage of the Target Annual Bonus, such that a portion of the Target Annual Bonus will be allocated to the Fiscal First Half and the balance of the Target Annual Bonus will be allocated to the Fiscal Second Half. The percentage of the Target Annual Bonus to be allocated to each Performance Period will be established by the Compensation Committee.
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5. Bonus Pool
Participants shall be eligible to receive Target Period Bonuses under this Bonus Program only if the Company has positive Adjusted EBITDAS during the Performance Period. For purposes of this Bonus Program, “Adjusted EBITDAS” shall mean the Company’s earnings before interest, taxes, depreciation, amortization, and share-based compensation, excluding (a) the impact of non-recurring charges or gains, consistent with the approach used for reporting “Non-GAAP Net Income” in Lantronix’ quarterly earnings releases, and (b) the total amount of Bonus payments awarded under the Bonus Program for the Performance Period. For each Performance Period, the Compensation Committee will establish a limit on the maximum aggregate amount of Bonuses that all Participants will be eligible to receive during a Performance Period, expressed as a percentage of the Company’s Adjusted EBITDAS during the Performance Period (the “Bonus Pool”).
If the Bonus Pool during a Performance Period is insufficient to fully-fund the Target Period Bonuses, each Participant’s Target Period Bonus will be ratably reduced. If (y) the Bonus Pool for the Fiscal Second Half exceeds the aggregate amount of Target Period Bonuses to be paid for the Fiscal Second Half, and (z) Bonus payments for the Fiscal First Half were ratably reduced due to the size of the Bonus Pool for the Fiscal First Half, then any excess of the Fiscal Second Half Bonus Pool will be ratably distributed to Participants to the extent that of the reduction of payments during the Fiscal First Half.
6. Bonus Components.
(a) For each Performance Period, Participants shall be eligible to receive Bonus payments equal to a percentage of their Target Period Bonus determined by three factors (each, a “Bonus Component”): (i) “Target Revenue Performance,” based upon the Company’s actual revenue for the Performance Period as compared to the revenue target approved by the Compensation Committee for the Performance Period, (ii) “Target Adjusted EBITDAS Performance,” based upon the Company’s actual Adjusted EBITDAS for the Performance Period as compared to the Adjusted EBITDAS target approved by the Compensation Committee for the Performance Period, and (iii) “MBO Performance,” based on the achievement of specific corporate and individual performance objectives during the Performance Period. For each Performance Period, the Compensation Committee will establish for each Participant the percentage of the Target Period Bonuses (from 0-100%) which shall be allocated to Target Revenue Performance, Target Adjusted EBITDAS Performance and MBO Performance, respectively.
(1) Target Revenue Performance. Subject to the availability of funds in the Bonus Pool, Participants shall be eligible to receive a Bonus for each Performance Period based upon the Company’s “Revenue Percentage” (actual revenue divided by target revenue for the Performance Period) (“Revenue Component”). The Revenue Component will be equal to the portion of the Participant’s Target Period Bonus allocated to Target Revenue Performance multiplied by the applicable Payout Percentage corresponding to the Revenue Percentage achieved during the Performance Period, as per the schedule approved by the Compensation Committee for the applicable fiscal year.
(2) Target Adjusted EBITDAS Performance. Subject to the availability of funds in the Bonus Pool, Participants shall be eligible to receive a Bonus for each Performance Period based upon the Company’s “Adjusted EBITDAS Percentage” (actual Adjusted EBITDAS divided by target Adjusted EBITDAS for the Performance Period) (“Adjusted EBITDAS Component”). The Adjusted EBITDAS Component will be equal to the portion of the Participant’s Target Period Bonus allocated to Target Adjusted EBITDAS Performance multiplied by the applicable Payout Percentage corresponding to the Adjusted EBITDAS Percentage achieved during the Performance Period, as per the schedule approved by the Compensation Committee for the applicable fiscal year.
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(3) MBO Performance. For each Performance Period, the Compensation Committee shall approve company-wide corporate objectives (“Corporate MBOs”). In addition, each Participant (other than the CEO and CFO) shall have specific performance objectives (“Individual MBOs”), which shall be approved by the Participant’s supervisor. Subject to the availability of funds in the Bonus Pool, Participants shall be eligible to receive a Bonus for each Performance Period (“MBO Component”) based upon (i) the Company’s completion percentage of the Corporate MBOs as determined by the Compensation Committee, and (ii) the Participant’s completion percentage of the Participant’s Individual MBOs as determined by the Participant’s supervisor. For each Performance Period, the Compensation Committee will establish for each Participant the percentage of the Participant’s MBO Component (from 0-100%) that will be based upon percentage completion of Corporate MBOs and percentage completion of Individual MBOs, respectively.
(b) Each of the three Bonus Components is evaluated independently and can be earned separately or together. For example, in the relevant Performance Period, if due to the Company’s financial performance a Participant is ineligible to receive payment for the Revenue Component and the Adjusted EBITDAS Component, the Participant may nonetheless be eligible to receive payment for the MBO Component (subject to the availability of funds in the Bonus Pool). Similarly, a Participant may be eligible to receive payment for the Revenue Component and the Adjusted EBITDAS Component, but is ineligible to receive all, or part of, the MBO Component. In addition, the MBO Component is comprised of two sub-components (i.e., one based on Corporate MBOs and one based on Individual MBOs), each of which can be earned separately or together. Accordingly, in a given Performance Period, a Participant may be ineligible to receive payment for the Corporate MBOs, but remains eligible for payment of all (or a portion of) the Participant’s Individual MBOs (subject to the availability of funds in the Bonus Pool).
7. Committee Discretion. The Compensation Committee shall have the sole discretion and authority to make further adjustments to the Company’s Adjusted EBITDAS which will be used to calculate the Bonuses under the Bonus Program to take into account, as well as to disregard, any events that the Compensation Committee considers extraordinary. The Compensation Committee shall also have discretion to grant discretionary bonuses to Participants based upon individual performance, corporate performance or the circumstances that the Compensation Committee considers appropriate.
8. Form and Time of Payment. Any Bonuses payable to a Participant hereunder shall be paid as soon as administratively practicable following the filing of the Company’s Form 10-Q or Form 10-K for the applicable period that corresponds to the end of the Performance Period, but in no event shall such Distribution Date be later than ninety (90) days following the end of the Performance Period. The payment of each Bonus shall be subject to the Company’s collection of all applicable federal, state and local income and employment withholding taxes, as and when those taxes become due and payable.
9. Satisfactory Performance Required. All Bonus payments under the Bonus Program are contingent on satisfactory service through the Distribution Date and on the other terms and conditions specified herein. Notwithstanding any provisions of the Bonus Program to the contrary, the Company retains the right to reduce, eliminate or otherwise modify the Bonus payments for any Participant if at any time during the fiscal year (the “Bonus Period”), senior management of Lantronix, in their sole judgment, determines that such Participant’s performance is substandard.
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10. Corporate Transactions and Change of Control. The obligations of this Bonus Program shall be binding on any employer that acquires, through a stock purchase or merger, or through an asset purchase, or otherwise, part or all of Lantronix, or an employer following a Change of Control. A “Change of Control” means (a) the acquisition of 50% or more of each class of the outstanding shares of the Company by a third party which is not a member of a “Controlled Group” (within the meaning of the Internal Revenue Code) including Lantronix; (b) a merger, consolidation or other reorganization of Lantronix (other than reincorporation), if after giving effect to such merger, consolidation, or other reorganization, the shareholders of Lantronix immediately prior to such merger, consolidation, or other reorganization do not represent a majority in interest of the holders of voting securities (on a fully diluted basis) with the ordinary power to elect directors of the surviving entity after such merger, consolidation or other reorganization; or (c) the sale of all or substantially all of the assets of Lantronix to a third party who is not a member of a Controlled Group (within the meaning of the Internal Revenue Code) including Lantronix.
11. Termination of Participation; Other Events; Pro Rata Payments
Effect of Termination of Employment. A Participant’s participation in the Bonus Program shall automatically terminate, without notice to or consent by such Participant, upon the termination of a Participant’s employment for any reason, the Participant shall forfeit his or her entire right to any Bonus hereunder.
(b) Pro Rata Payments. Pro rata payments will be made only in the following circumstances and calculated in the manner specified herein:
(i) Employees on Leave. If a Participant is on an approved leave of absence during the Bonus Period, he or she will receive a pro rata Bonus based on the time actually worked during the Bonus Period, as calculated by senior management of Lantronix in its reasonable discretion and as approved by the Compensation Committee.
(ii) Newly Hired Employees. A Participant who is newly-hired during a Performance Period may be selected for participation in, and eligible for payments under, the Bonus Program on a pro-rata basis based upon the employee’s date of hire; provided that an employee must be employed for at least fifty percent of the Performance Period to be entitled to receive pro-rata payments for the Performance Period.
12. Binding Authority. Subject to the review and approval of the Board of Directors of Lantronix or the Compensation Committee provided herein, the decisions of senior management of Lantronix, or their duly authorized delegate, shall be final and conclusive for all purposes of the Bonus Program and shall not be subject to any appeal or review.
13. Source of Payments. Bonus Payments will be paid in cash from the general funds of Lantronix; no separate fund will be established.
14. Amendment or Termination. The Bonus Program may be amended, modified, suspended or terminated by the Board of Directors of Lantronix, or the Compensation Committee, at any time and without notice to or the consent of Participants.
15. Severability. If any term or condition of the Bonus Program shall be invalid or unenforceable, the remainder of the Bonus Program shall not be affected thereby and shall continue in effect and application to the fullest extent permitted by law.
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16. No Employment Rights. Neither the establishment nor the terms of the Bonus Program shall be held or construed to confer upon any employee the right to a continuation of employment by the Company, nor constitute a contract of employment, express or implied. Subject to any applicable employment agreement or requirement of applicable law, the Company reserves the right to dismiss or otherwise deal with any employee, including the Participants, to the same extent as though the Bonus Program had not been adopted. Nothing in the Bonus Program is intended to alter the “AT-WILL” status of Participants, it being understood that, except to the extent otherwise expressly set forth to the contrary in a written employment agreement, the employment of any Participant can be terminated at any time by either the Company or the employee with or without notice, with or without cause.
17. Transferability of Rights. The Company shall have the right to transfer its obligations under the Bonus Program, with respect to one or more Participants, to any person, including any purchaser of all or any part of the Company’s business. No Participant or spouse shall have any right to commute, encumber, transfer or otherwise dispose of or alienate any present or future right or expectancy that the Participant may have at any time to receive payments of benefits hereunder, which benefits and the rights thereto are expressly declared to be nonassignable and nontransferable, except to the extent required by law. Any attempt by a Participant to transfer or assign a benefit or any rights granted hereunder shall (after consideration of such facts as the Company deems pertinent) be grounds for terminating any rights of the Participant to any portion of the Bonus Program benefits not previously paid.
18. Governing Law. The Bonus Program shall be construed, administered and enforced according to the laws of the State of California.
Approved as of August 26, 2014.
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