x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 95-2390133 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3888 Calle Fortunada San Diego, California | 92123 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.10 per share | Nasdaq Global Market |
Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
Emerging growth company ¨ |
Page | ||
Item 10. | Directors, Executive Officers and Corporate Governance |
Name and Age | Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience | |
Yon Yoon Jorden, 62(Class III) | Ms. Jorden was appointed a director in Class III in May 2008. She serves as the Chairperson of the Compensation Committee and is also a member of the Audit Committee and the Governance and Nominating Committee, the latter of which she has previously served on as chairperson. During a business career spanning more than 25 years, she has served as chief financial officer of four publicly traded companies, most recently as executive vice president and chief financial officer of AdvancePCS, a $16 billion Nasdaq-listed provider of pharmacy benefits management to more than 75 million health plan participants, from 2002 to 2004. Previously she was chief financial officer of Informix, a Nasdaq-listed technology company, Oxford Health Plans, a Nasdaq-listed provider of managed health care services, and WellPoint, Inc., a NYSE-listed managed care company. Earlier in her career she was a senior auditor with Arthur Andersen & Co., where she became a certified public accountant. She also currently serves as a director of Methodist Health System, a Texas-based hospital system, and Capstone Turbine Corporation, a clean technology manufacturer of microturbine energy systems. She has also served as a director and chairperson of the audit committee of Magnatek, Inc., a Nasdaq-listed manufacturer of digital power control systems, U.S. Oncology, a leading oncology services company, and BioScrip, a Nasdaq-listed national provider of infusion and home care management solutions, where she also served as a member of the compensation committee. Individual experience: Ms. Jorden’s extensive experience as both a chief financial officer as well as a board member, including multiple audit committee chairmanship positions, of public companies in various industries provides her with a tremendous depth of knowledge into financial, operational and Board oversight matters and the financial expertise required for our Audit Committee. Ms. Jorden is a board leadership fellow of the National Association of Corporate Directors, demonstrating her commitment and leadership as a board member. | |
Richard Bergman, 53(Class III) | Mr. Bergman was appointed as a Class III director in May 2015. He serves on the Strategic Alliance Committee and the Compensation Committee. Mr. Bergman is president and chief executive officer of Synaptics, Inc., a leading developer of human interface solutions for intelligent devices. He joined Synaptics in 2011, after serving in a series of senior executive positions with AMD, where he was senior vice president and general manager of AMD’s Product Group from May 2009 to September 2011, and senior vice president and general manager of AMD’s Graphics Product Group (GPG) from October 2006 to May 2009. Prior to AMD, he held other senior management positions in the technology industry at S3 Graphics, Texas Instruments and IBM. Individual Experience: Mr. Bergman’s expertise comes from a career of managing multi-national companies, including in the developing growth markets and related to corporations undergoing restructuring initiatives. Mr. Bergman’s personal experience with critical human resources and compensation-related matters provides unique insight into such practices. |
Name and Age | Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience | |
Robert Guyett, 80 (Class III) | Mr. Guyett was appointed a Class III director in January 2000, and served as Chairperson of the Board from May 2010 to May 2011, and also from May 2003 until May 2007. He serves as the Chairperson of the Audit Committee. Since 1995, he has been president and chief executive officer of Crescent Management Enterprises LLC, a consulting firm that provides financial management and investment advisory services. From 1990 to 2013, he was a director and chairperson of the audit committee of Newport Corp., a public company which is a supplier of products and systems to the semiconductor, communications, electronics, research and life science markets. Until December 21, 2014, Mr. Guyett served as a director and the treasurer of the Christopher and Dana Reeve Foundation and currently serves on the board of a privately-held company. From 1991 to 1995, he was a director and chief financial officer of Engelhard Corp and from 1987 to 1991, he was a director and chief financial officer of Fluor Corporation. Individual experience: Mr. Guyett, with his experience in various senior leadership positions, including chief financial officer, as well as his extensive familiarity in international operations and his demonstrated leadership on the boards of several other companies provides the Company with broad insight into financial and operational matters. | |
John Mutch, 60 (Class III) | On April 13, 2017, the Board of Directors appointed Mr. Mutch to serve as a Class III director, effective immediately. Mr. Mutch is the founder and managing partner of MV Advisors LLC, a diversified investment firm which provides focused investment and operational guidance to both private and public companies founded in 2006. Mr. Mutch is a technology industry executive with more than 20 years of experience. From 2003 to 2005, he served as the president and chief executive officer of Peregrine Systems Inc. and successfully restructured the company, culminating in the sale of Peregrine to Hewlett-Packard (HP). From 1999 to 2002, he served as chief executive officer of HNC Software Inc., where he served initially as vice president of marketing and corporate development from 1997 to 1998 and then as president of HNC Software Inc. Insurance Solutions from 1998 to 1999. In his earlier career, Mr. Mutch served a variety of positions, including with Microsoft Corporation. Mr. Mutch is currently the chairman of the board of Aviat Networks, a global provider of microwave networking solutions. He currently also serves on the boards of Agilysys, Inc. and Quantum Corporation. Individual experience: Mr. Mutch been an executive and investor in the technology industry for over 30 years and has a long, sustained track record of creating shareholder value. He has been a public and private company chief executive officer leading companies to significant revenue growth and profitability improvement. Mr. Mutch has served on the board of directors of numerous public and private companies. | |
Franz Fink, 55 (Class I) | Dr. Fink joined Maxwell as President and Chief Executive Officer effective as of May 1, 2014. Immediately prior to joining Maxwell, Dr. Fink was an independent business consultant, assisting companies in the industrial and automotive markets with business optimization and growth initiatives. From 2006 to 2012, Dr. Fink served as president and chief executive officer of Gennum Corp., a leading supplier of high-speed analog and mixed-signal semiconductors for the optical communications, networking, and video broadcast markets that was listed on the Toronto Stock Exchange before being acquired by Semtech Corp. in March 2012. From 2003 to 2006, Dr. Fink was senior vice president and general manager of the Wireless and Mobile Systems Group of Austin, Texas-based Freescale Semiconductor, Inc. From 1991 through 2003, Dr. Fink held a series of senior management positions in the Semiconductor Products Sector of Motorola Corp. in Germany, the United Kingdom and the United States. Dr. Fink holds a doctorate in natural sciences from the department of computer-aided design and a master’s degree in computer science and electrical engineering from the Technical University of Munich, Germany. Individual experience: Dr. Fink is a seasoned technology executive with an established track record of bringing innovative products to the automotive, telecommunications and other global markets. Further, his broad experience in international business operations in addition to his advanced technical education background make him qualified to serve as a director. |
Name and Age | Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience | |
Roger Howsmon, 72 (Class I) | Mr. Howsmon was appointed a Class I director in May 2008. He serves as Chairperson of the Governance and Nominating Committee and is also a member of the Compensation Committee. Since April 2013, Mr. Howsmon has been the chief operating officer of Wheatridge Manufacturing, a company specializing in the engineering, design and manufacturing of cabover trucks. From 2010 to 2013, Mr. Howsmon was the senior advisor to the president and chief executive officer of Blue Bird Corporation, one of the world’s leading bus manufacturers, which is privately held by Cerberus Capital Management. From 2007 to 2010, he served as the senior vice president and chief marketing officer of Blue Bird Corporation. Prior to this, Mr. Howsmon, as executive vice president, led the manufactured housing group of Fleetwood Enterprises, and before that, was chairperson and chief executive officer of Global Promo Group, an international marketer of promotional products. Earlier in his career, he held a series of senior management positions in the diesel engine industry, as vice president for North American distribution for Cummins Engine Company and president of Perkins Engines, and then five years as general manager of Peterbilt Motors, a leading manufacturer of medium and heavy duty trucks. He currently serves as a director of Aura Systems, Inc., a manufacturer of mobile power solutions as well as serving on the boards of two privately held companies. Individual experience: Mr. Howsmon’s extensive experience as a senior executive of numerous companies and his broad-based international and domestic background in the areas of sales, marketing, manufacturing and distribution make him further qualified to serve as a director. | |
Steven Bilodeau, 58 (Class I) | Mr. Steve Bilodeau was appointed as a Class I director in May of 2016. He serves as member of the Audit Committee, the Strategic Alliance Committee, the Compensation Committee and the Governance and Nominating Committee. Mr. Bilodeau was chief executive officer of Standard Microsystems Corporation (SMSC) from 1999–2008 where he also served as chairman from 2000-2012. Mr. Bilodeau currently serves as a director of Cohu, Inc., and is a member of the audit, compensation, and governance & nominating committees as well as serves as the chair of the compensation committee. He has also previously served as a director of NuHorizons Electronic Corp., Conexant Systems Inc., and Gennum Corporation. Individual experience: Mr. Bilodeau’s extensive experience including more than thirty years of general management and operations experience, as well as extensive experience serving on public company boards make him a valuable resource and sounding board as we continue to pursue new avenues for growth in international markets and further qualifies him to serve as a director. | |
Burkhard Goeschel, 71 (Class II) | Dr. Goeschel was appointed a Class II director in February 2007. He serves as Chairperson of the Strategic Alliance Committee and is also a member of the Governance and Nominating Committee. Since January 2013, he has been senior advisor with Roland Berger Strategy Consultants, a leading global strategy consultancy. From 2007 through 2012, he was chief technology officer of MAGNA International, a leading global supplier of technologically advanced automotive systems, components and complete modules. From 2000 until his retirement in 2006, he was a member of the six-person management board of BMW Group, with overall responsibility for research, development and purchasing. Before beginning his career with BMW in 1978, he spent two years as a group leader for engine product development with Daimler Benz. He is an honorary professor of the Technical University in Graz, Austria, holds an honorary doctorate from the Technical University of Munich and is senator and a member of the university’s management board and a trustee of its Institute for Advanced Studies. Further, he is honorary president of the German Research Association for Internal Combustion Engines, is a member of the Council for Technical Sciences of the Union of German Academies of Sciences and Humanities and was general chairperson of the Society of Automotive Engineers 2006 World Congress. In January 2013, Dr. Goeschel was honored by the State of Austria with the Great Golden Cross of the State of Austria. Individual experience: Dr. Goeschel’s global automotive industry experience, breadth of knowledge concerning the international marketplace, and prior experience at BMW Group and MAGNA International, in addition to a strong technical background and his deep view into the strategic developments of the automotive industry from his experience as a senior advisor with Roland Berger Strategy Consultants, make him further qualified to serve as a director. |
Name and Age | Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience | |
David Schlotterbeck, 69 (Class II) | Mr. Schlotterbeck was appointed as a Class II director in May 2013 and was elected Chairperson of the Board in June 2016. He also serves on the Audit Committee, the Strategic Alliance Committee, the Compensation Committee and the Governance and Nominating Committee. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Aperio Technologies, Inc., a provider of digital pathology solutions, beginning in 2011 until its sale to Danaher Corporation in March of 2013. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Carefusion, a global medical technology company that was spun-off from Cardinal Health, a diversified health service company, from 2009 until his retirement in 2011. Prior to the spinoff, beginning in 2008, he served as vice chairman of Cardinal Health, and, beginning in 2006, he served as chief executive officer of Cardinal Health’s Clinical and Medical Products business. He was previously president and chief executive officer of Alaris Medical Systems and Vitalcom, Inc., and he was previously president and chief operating officer of Pacific Scientific Company and Nellcor, Inc. Mr. Schlotterbeck is a graduate of the General Motors Institute with a bachelor’s of science degree in electrical engineering. He also holds a master’s of science degree in electrical engineering from Purdue University. Mr. Schlotterbeck currently serves on the board of Velano Vascular, a company developing and selling needle free blood draw devices, and Holonis, an online marketing platform provider, as well as the American Heart Association. He also served as a member of the board of directors of Virtual Radiologic Corporation beginning in 2008 until its sale in 2010. Until 2016, he served as a director of the board and chairman of the compensation and CEO search committees of Juniper Networks, a leading technology company selling products and services for high-performance networks. Individual experience: Mr. Schlotterbeck’s experience as a chief executive officer, including both his experience with strategic business collaborations as well as complex human resources and compensation-related matters, and as a board member of several public companies provides a history of experience in management and corporate governance leadership, and makes him further qualified to serve as a director. | |
Jörg Buchheim, 49 (Class II) | Mr. Jörg Buchheim was appointed as a Class II director in July 2016 and serves on the Strategic Alliance Committee. Mr. Buchheim has been the president and CEO of INALFA Roof Systems B.V., a top 3 global supplier of vehicle roof systems located in Europe, since July 2016 and previously served as senior vice president and chief sales officer of Maxwell from March 2016 to June 2016. From 2002 through 2015 he worked at HELLA KGaA Hueck & Co. in a series of senior sales and management positions, including as president and chief executive officer of HELLA China and a member of the HELLA Group Management Board based out of Shanghai. He previously served as HELLA’s global key account manager for Indian OEMs and Hyundai/Kia as well as vice president sales and marketing for Shanghai, China. Prior to joining HELLA, Buchheim worked in European key account sales for Mitsubishi Electric and in project management for Spoerle / Arrow. Mr. Buchheim studied electrical engineering at the University of Applied Sciences in Düsseldorf and graduated with a diploma thesis focused on hybrid vehicles which he completed at the BMW Group Research and Innovation Center. Individual experience: Dr. Buchheim’s extensive experience as a senior executive of numerous companies, including his current position as chief executive officer of an automotive systems company, global automotive industry experience and breadth of knowledge concerning the international marketplace, including his extensive business experience and know-how to establish and grow business in the Chinese market, combined with his extensive network in China, make him further qualified to serve as a director. |
Name | Age | Position(s) | ||
Franz Fink | 55 | President, Chief Executive Officer and Director | ||
David Lyle | 53 | Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
Item 11. | Executive Compensation |
Name | Age | Position(s) | ||
Franz Fink | 55 | President, Chief Executive Officer and Director | ||
David Lyle | 53 | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
Jörg Buchheim | 49 | Former Senior Vice President and Chief Sales Officer | ||
Chris Humphrey | 53 | Former Vice President, Strategy, Marketing and Business Development |
• | Dr. Franz Fink, President and CEO |
• | David Lyle, Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
• | Jörg Buchheim, Former Senior Vice President, Chief Sales Officer |
• | Christopher Humphrey, Former Vice President of Strategy, Marketing and Business Development |
• | In 2016, we completed our 2015 restructuring plan to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align our cost structure with the business forecast and to improve our operational efficiency. As a result, we realized annual cost savings between $5 million and $6 million fully benefiting us by mid-2016. In February 2017, we announced an additional, smaller restructuring plan to implement a wide range of organizational efficiencies and cost reduction opportunities to better align our costs with near term revenue. We anticipate further annual cost savings between $2.5 million and $3 million as a result of the 2017 restructuring plan which we expect to be fully realized by mid-2017. |
• | As part of our 2015 restructuring program, we completed the sale of substantially all of the assets and liabilities of our microelectronics product line in April 2016 for $22 million, bringing significant funding to the Company to pursue our strategic imperatives. |
• | Primarily as a result of our restructuring efforts completed during 2016, we reduced operating expenses to $58.9 million in 2016, from $68.0 million in 2015. |
• | We maintained our cash, cash equivalents, and restricted cash balance, which was $25 million at both December 31, 2015 and December 31, 2016, and we carried no significant debt on these dates. |
• | We continued to focus on introducing new products, winning new customers, developing new product applications, optimizing production capacity to meet anticipated future demand, reducing product costs, making capital investments to facilitate growth, and improving production processes. |
• | Due primarily to changes in the subsidy program for the Chinese hybrid bus market which essentially required localization of product manufacturing, our revenues for 2016 decreased by approximately 28% from 2015. In order to reenter this market, in the first quarter of 2017, we entered into an agreement with a strategic partner in China to localize manufacturing of our product traditionally sold into this market. |
• | In 2016, we made significant progress in developing and validating our differentiating, proprietary dry battery electrode technology for targeted use in the automotive and energy storage markets. In 2016, we signed a joint development agreement with a leading global automotive OEM as well as a global tier one automotive supplier on a proof-of-concept to develop and validate pilot-volume dry battery electrode performance. |
• | As a cost savings measure in response to our decline in financial performance, no base salary adjustments were made in 2015, 2016 and 2017 for the CEO and the other named executive officers. The CEO has not received a salary increase since his appointment in 2014. |
• | For 2015, no annual bonus plan was provided. For 2016, we reintroduced an annual incentive bonus opportunity for our employees based on our improved financial position from the prior year, payable in cash or stock, at the Company’s discretion. The program incentivized management to achieve specified financial performance goals and strategic objectives deemed key to the Company’s future success. The 2016 program was earned at the 50% attainment level based on actual achievement of the plan objectives. |
• | For 2016, we implemented performance-based market stock units (MSUs) as part of the long term incentive plan which provides our NEOs with the opportunity to earn shares of our common stock based on the performance of our stock relative to the Nasdaq Composite Index over performance periods of up to three years. We believe these awards provide a direct link between executive compensation and stockholder value. Based on our stock performance for the 2016 performance period, the first tranche of the MSUs were earned at 13% of target. |
• | The total long-term incentive grant value to the CEO in 2016 was composed of significant performance-based compensation, with 60% of the target value delivered in performance-based awards and 40% in service-based awards. |
• | For all other named executive officers, the total target long-term incentive grant value was delivered 50% in performance-based awards and 50% in service-based awards. |
• | While the CEO has outstanding performance-based equity awards granted in 2015 with financial performance targets based on 2017 financial goals at the time of grant, those targets are now considered non attainable. Performance-based awards granted to the CEO in 2014 with targets based on 2016 financial goals were not earned based on actual 2016 results. Further, the CEO received a stock award upon his appointment in 2014 containing a stock-price based performance goal, however, the performance period lapses on May 1, 2017 and none of the award will be earned. |
• | 93.7% of the votes cast at our 2016 annual stockholders meeting (1) voted to approve our 2016 advisory say-on-pay vote, demonstrating strong shareholder support for our executive compensation programs. |
(1) | References to stockholder approval contained in this section include abstentions in the denominator. |
Target/Reported Value | 2014 | 2015 | 2016 | ||||||||||
Base Salary | $ | 321,154 | (1) | $ | 500,000 | $ | 500,000 | ||||||
Annual Bonus Target | 333,333 | (1) | 500,000 | (2) | 500,000 | ||||||||
Long Term Incentive Grant Value per Summary Compensation Table | |||||||||||||
Service-based RSUs | 587,600 | 375,003 | 533,437 | ||||||||||
Stock Options | — | 360,862 | — | ||||||||||
Performance-based awards | 805,000 | (3) | 749,998 | (4) | 973,186 | (5) | |||||||
All Other Compensation | 39,870 | (7) | 37,627 | (8) | 39,604 | (9) | |||||||
Total Target/Reported Compensation | $ | 2,086,957 | $ | 2,523,490 | $ | 2,546,227 |
Realizable Value as of December 31, 2016 | 2014 | 2015 | 2016 | ||||||||||
Base Salary | $ | 321,154 | (1) | $ | 501,948 | $ | 501,923 | ||||||
Annual Bonus Earned | 266,666 | (1) | — | 250,000 | |||||||||
Long Term Incentive as of December 31, 2016 | |||||||||||||
Service-based RSUs | 219,100 | 273,450 | 473,344 | ||||||||||
Stock Options | — | — | (6) | — | |||||||||
Performance-based awards | — | (3) | — | (4) | 713,824 | (5) | |||||||
All Other Compensation | 39,870 | (7) | 37,627 | (8) | 39,604 | (9) | |||||||
Total Realized or Realizable Compensation | $ | 846,790 | $ | 813,025 | $ | 1,978,695 | |||||||
Percentage of Target/Reported Value Realized or Realizable | 41% | 32% | 78% |
(1) | For 2014 base salary and annual bonus reflect a partial year based on a mid-year hire date. |
(2) | No annual bonus plan opportunity was provided for 2015. This amount reflects the foregone target bonus opportunity. |
(3) | In May 2014, the Company granted 50,000 market-condition restricted stock unit awards to the CEO with vesting upon the achievement of certain stock price thresholds. The stock price thresholds are not probable of achievement and these awards are considered unrealizable as of December 31, 2016. In October 2014, the Company granted 40,000 restricted stock unit awards, at target, to the CEO with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These targets were not achieved and these awards are unrealizable as of December 31, 2016. |
(4) | In March 2015, the Company granted 102,319 restricted stock unit awards, at target, to the CEO with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These targets are not probable of achievement and these awards are considered unrealizable as of December 31, 2016. |
(5) | In January 2016, the Company granted 92,450 performance-based market stock units, at target, to the CEO with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 120% of the grant target quantity. For 2016, only 13% of the target MSUs for the first performance period were earned, however, the remaining 13,425 target shares for the first performance period may still be earned based on performance over the three-year performance period. An additional 77,042 target MSUs for the second and third performance periods may also be realized. These awards are considered realizable in the table above as the Company cannot determine the probability of their achievement; however, achievement at target would require a significant improvement in the performance of the Company’s stock price relative to the Nasdaq Composite Index. |
(6) | Stock options granted in 2015 are underwater as of December 31, 2016. |
(7) | For 2014, this amount includes $10,461 in car allowance, $10,368 in health and welfare benefits, and $19,041 in housing and relocation. |
(8) | For 2015, this amount includes $16,000 in car allowance, $17,795 in health and welfare benefits, and $3,832 in housing and relocation. |
(9) | For 2016, this amount includes $16,000 in car allowance, $18,409 in health and welfare benefits and $5,195 in 401(k) matching contributions. |
• | attracting, retaining, and motivating talented and experienced executives who are able to contribute to our long-term, sustainable success; |
• | aligning the compensation of certain senior executives with our stockholders’ long-term interests by providing a large portion of compensation in various forms of Company equity; |
• | rewarding executives whose knowledge, skills, and abilities demonstrably contribute to our success; and |
• | incentivizing our executives to achieve clearly defined corporate goals. |
• | American Science and Engineering | • | MTS Systems Corp. | |
• | Cognex Corp. | • | Novanta, Inc. (formerly GS1 Group, Inc.) | |
• | CTS Corp. | • | Park Electrochemical Corp. | |
• | Electro Scientific Industries, Inc. | • | Radisys Corp. | |
• | FormFactor, Inc. | • | Rudolph Technologies Inc. | |
• | II-VI, Inc. | • | SL Industries, Inc. | |
• | Key Tronic Corp. | • | Ultralife Corp. | |
• | Mercury Systems, Inc. | • | Ultratech, Inc. | |
• | Monolithic Power Systems Inc. |
Compensation Element | Description | Compensation Objectives | Key Features | |||
Base Salary | Sole fixed compensation element, paid in cash | Provides competitive fixed compensation to allow executives to focus on day to day duties and allows the Company to attract/retain top executive talent | Adjustments are based on level and responsibility scope, experience, skills, performance and similar positions within the Company and with similar companies |
Compensation Element | Description | Compensation Objectives | Key Features | |||
Annual Incentive Bonus | Short-term variable incentive compensation program, paid in cash or stock | Provides clearly defined short-term corporate, strategic and/or individual performance goals in coordination with our overall strategic plan Rewards executives who demonstrably contribute to our success | Annual performance-based compensation, paid upon achievement of specified performance (financial & strategic) objectives | |||
Equity Incentive Awards | Stock awards allowing participation in long-term appreciation of our stock value | Align our executives’ interests with our stockholders’ to drive increased long-term stock value | 2016 grants consisted of restricted stock units (RSUs) and performance-based market stock units (MSUs) Service-based RSUs focus on retention and ownership and generally vest over a four-year period, with 25% of the RSU award vesting on each anniversary of the grant date MSUs focus on long term performance with awards vesting based upon the level of performance of the Company’s stock price compared with the Nasdaq Composite Index over one, two and three-year periods | |||
CEO Strategic Performance Award | Additional incentive provided to CEO in 2016 to focus performance on key Company imperatives | Additional incentive provided to CEO to incentivize and reward on the execution and achievement of key strategic objectives to further secure the success of the Company | 100% performance-based RSUs focused on the achievement of strategic milestones | |||
Employment Agreements and Related Benefits | Benefits provided either under individually negotiated employment agreements or plans of more general application | Minimize distractions to executives so that they are able to remain focused on executing our strategy | Cash severance, medical coverage, acceleration of vesting and similar benefits that protect against certain employment termination or change of control situations |
Name | Principal Position | 2015 Base Salary ($) | 2016 Base Salary ($) | Percentage Increase | |||||||
Franz Fink | Chief Executive Officer and Director | 500,000 | 500,000 | — | % | ||||||
David Lyle | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | 375,000 | 375,000 | — | % | ||||||
Jörg Buchheim | Former Senior Vice President and Chief Sales Officer | — | 375,000 | N/A | |||||||
Chris Humphrey | Former Vice President, Strategy, Marketing and Business Development | 242,400 | 242,400 | — | % |
Performance Level | Revenue (000’s) | Adj. EBITDA (000’s) | Strategic Objectives | |||||
Threshold (50% payout) | $ | 132,000 | $ | 5,600 | 3 of 6 goals | |||
Target (100% payout) | $ | 155,000 | $ | 8,000 | 4 of 6 goals | |||
Maximum (150% payout) | $ | 194,000 | $ | 15,700 | 6 of 6 goals | |||
2016 Actual(1) | $ | 121,000 | $ | (8,200 | ) | 5 of 6 goals | ||
Weighting | 40 | % | 20 | % | 40 | % | ||
Payout Percentage | 0 | % | 0 | % | 125 | % |
Executive | 2016 Base Salary | Target bonus (% of Base) | Target Bonus (in dollars) | Actual Bonus Earned | |||||||
Franz Fink | $ | 500,000 | 100 | % | $ | 500,000 | $ | 250,000 | |||
David Lyle | $ | 375,000 | 60 | % | $ | 225,000 | $ | 112,500 | |||
Jörg Buchheim(1) | $ | 375,000 | 60 | % | $ | 312,000 | $ | — | |||
Chris Humphrey(2) | $ | 242,400 | 50 | % | $ | 121,200 | $ | — |
Named Executive Officer | Targeted Economic Value for 2016 ($) | |||
Franz Fink | 1,500,000 | (1) | ||
David Lyle | 550,000 | |||
Jörg Buchheim | 600,000 | (2) | ||
Chris Humphrey | 230,000 | (3) |
(1) | The total grant value of $1,500,000 is comprised of the normal annual cycle award with a grant value of $1,200,000 (50% performance-based and 50% service-based) and a milestone-focused award with a grant date value of $300,000 (100% performance-based). |
(2) | Mr. Buchheim’s employment with the Company terminated in June 2016 and no equity incentive compensation was granted to this NEO during 2016. |
(3) | Mr. Humphrey’s award was cancelled when his employment terminated in April 2016. |
Performance-based MSUs and RSUs | Service-based RSUs | |||
CEO | 60% | 40% | ||
Other Executive Officers | 50% | 50% |
Named Executive Officers | Target Shares (#) | Maximum Shares (#) | |||||
Franz Fink | 92,450 | 111,326 | (1) | ||||
David Lyle | 38,521 | 77,042 | |||||
Chris Humphrey | 17,720 | 35,440 |
(1) | Due to a limit in our equity plan on the number of shares that may be granted in a year to any one employee, the maximum size of Dr. Fink’s award is less than 200% of target. |
• | any merger or consolidation in which we are not the surviving entity; |
• | the sale of all or substantially all of our assets to any other person or entity; |
• | the acquisition of beneficial ownership of a controlling interest in the outstanding shares of our common stock by any person or entity; or |
• | an election of our Directors as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board of Directors. |
• | A payment equal to one-half year of the participant’s base salary and target bonus payable in equal installments; |
• | Prorated annual incentive bonus paid at actual achievement, if any, for year of termination; and; |
• | Twelve (12) months of benefits continuation of health, dental and vision insurance coverage. |
• | A lump sum payment equal to one year of the participant’s base salary and target bonus; |
• | Prorated annual incentive bonus paid at target achievement for year of termination; and |
• | Twelve (12) months of benefits continuation of health, dental and vision insurance coverage. |
Position | Multiple of Base Cash* | |
CEO | 4X | |
CFO, COO | 2X | |
Non-employee Director | 4X |
(1) | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
Name and Principal Position (1) | Year | Salary(2) ($) | Stock Awards (3) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation ($) | Total ($) | |||||||||||||
Franz Fink, Ph.D. President, Chief Executive Officer and Director | 2016 | 501,923 | 1,506,623 | — | 250,000 | 39,604 | (5) | 2,298,150 | ||||||||||||
2015 | 501,948 | 1,125,001 | 360,862 | — | 37,627 | (5) | 2,025,438 | |||||||||||||
2014 | 321,154 | 1,392,600 | — | 266,666 | 39,870 | (5) | 2,020,290 | |||||||||||||
David Lyle Senior Vice President, Chief Financial Officer, Treasurer and Secretary | 2016 | 376,442 | 529,921 | — | 112,500 | 39,455 | (6) | 1,058,318 | ||||||||||||
2015 | 244,304 | 457,593 | 92,054 | — | 24,053 | (6) | 818,004 | |||||||||||||
Jörg Buchheim Former Senior Vice President and Chief Sales Officer | 2016 | 100,185 | 84,996 | — | — | 45,508 | (7) | 230,689 | ||||||||||||
Chris Humphrey Former Vice President, Strategy, Marketing and Business Development | 2016 | 58,078 | 243,769 | — | — | 7,416 | (8) | 309,263 | ||||||||||||
2015 | 193,570 | 160,996 | 66,400 | — | 28,873 | (8) | 449,839 | |||||||||||||
(1) | Dr. Fink joined Maxwell as President and Chief Executive Officer, and was appointed a director in May 2014, therefore his 2014 compensation in the table above reflects only a partial year. Mr. Lyle joined Maxwell as Senior Vice President, Chief Financial Officer, Treasurer and Secretary in May 2015, therefore his 2015 compensation in the table above reflects only a partial year. Mr. Buchheim joined the Company in March 2016, resigned in June 2016, and was appointed as a director in July 2016, therefore his 2016 compensation in the table above reflects only a partial year as an executive officer as well as director compensation earned during the year. Mr. Humphrey joined Maxwell in September 2013, became a named executive officer in March 2015 and resigned in April 2016, therefore, compensation data is provided for 2015 and a partial year in 2016. |
(2) | The amount of salary for Dr. Fink, Mr. Lyle and Mr. Humphrey reflects that 2016, 2015 and 2014 each contained 26 biweekly pay periods. Mr. Buchheim’s salary includes $72,185 earned as an executive officer and $28,000 of board fees earned as a non-employee director after his employment terminated. |
(3) | The amounts in these columns represent the grant date fair value of the equity awards in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. See Note 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2017 for a discussion of all assumptions made by the Company in determining the values of its equity awards. The amount reported for Dr. Fink in 2014 is lower than the amount reported in prior years due to a correction related to market-condition restricted stock units; previously, these awards were reported at the value of the shares on the date of grant instead of the grant date fair value in accordance with FASB ASC Topic No. 718. Mr. Buchheim’s restricted stock unit awards were related to his service as a director and were granted subsequent to his resignation as an executive officer. The unvested restricted stock units awarded to Mr. Humphrey and his unvested option awards were canceled upon his resignation on April 1, 2016. |
(4) | The amounts in this column reflect annual incentive bonus awards earned in the year reported by the named executive officers under our annual bonus plan, although the actual payment occurs in the subsequent year. At the Company’s discretion, our CFO’s 2016 annual incentive bonus award was settled in the form of a fully vested RSU award granted in March 2017. Our CEO’s 2016 annual incentive award will be paid in cash or stock as determined by the Compensation Committee. The 2014 annual incentive bonus awards were settled in cash in 2015. |
(5) | For 2016, this amount includes $16,000 in car allowance, $18,409 in health and welfare benefits and $5,195 in 401(k) matching contributions. For 2015, this amount includes $16,000 in car allowance, $17,795 in health and welfare benefits and $3,832 in housing and relocation reimbursements. For 2014, this amount includes $10,461 in car allowance, $10,368 in health and welfare benefits and $19,041 in housing and relocation reimbursements. |
(6) | For 2016, this amount includes $16,000 in car allowance, $21,725 in health and welfare benefits and $1,729 in 401(k) matching contributions. For 2015, this amount includes $9,846 in car allowance and $14,207 in health and welfare benefits. |
(7) | For 2016, this amount includes $45,508 in housing and dependent education reimbursements. |
(8) | For 2016, this amount includes $7,416 in health and welfare benefits. For 2015, this amount includes $23,438 in health and welfare benefits and $5,435 in 401(k) matching contributions. |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (3) | |||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Franz Fink | 1/15/2016 | — | — | — | — | 92,450 | 111,326 | — | 738,368 | |||||||||||||||||
1/15/2016 | — | — | — | — | — | — | 92,450 | 533,437 | ||||||||||||||||||
2/18/2016 | — | — | — | 15,254 | 46,224 | 46,224 | — | 234,818 | ||||||||||||||||||
N/A | 250,000 | 500,000 | 750,000 | — | — | — | — | — | ||||||||||||||||||
David Lyle | 1/15/2016 | — | — | — | — | 38,521 | 77,042 | — | 307,655 | |||||||||||||||||
1/15/2016 | — | — | — | — | — | — | 38,521 | 222,266 | ||||||||||||||||||
N/A | 112,500 | 225,000 | 337,500 | — | — | — | — | — | ||||||||||||||||||
Jörg Buchheim(1) | 10/10/2016 | — | — | — | — | — | — | 15,653 | 84,996 | |||||||||||||||||
N/A | 156,000 | 312,000 | 468,000 | — | — | — | — | — | ||||||||||||||||||
Chris Humphrey | 1/15/2016 | — | — | — | — | 17,720 | 35,440 | — | 141,525 | |||||||||||||||||
1/15/2016 | — | — | — | — | — | — | 17,720 | 102,244 | ||||||||||||||||||
N/A | 60,600 | 121,200 | 181,800 | — | — | — | — | — |
(1) | Mr. Buchheim joined the Company in March 2016, resigned in June 2016, and was appointed as a director in July 2016; therefore, his 2016 stock awards in the table above were granted in relation to his service as a director. |
(2) | The amounts in this column represent the annual incentive bonus opportunity available to the named executive officers under our annual bonus plan. |
(3) | The amounts in this column represent the grant date fair value of the equity award in accordance with Financial Standards Board Accounting Standards Codification Topic No. 718, without regard to estimated forfeitures. In accordance with SEC rules, the grant date fair value of an award that is subject to a performance condition is based on the probable outcome of the performance condition. |
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Vested Unexercised Options (#) | Number of Securities Underlying Unvested Unexercised Options (#) (1) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Unearned Shares, Units or Other Rights That Have Not vested (#) (1) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) | ||||||||||||||||
Exercisable | Unexercisable | |||||||||||||||||||||||
Franz Fink | 24,542 | 73,625 | 7.33 | 3/13/2025 | — | — | — | — | ||||||||||||||||
— | — | — | — | 92,450 | (2) | 473,344 | 92,450 | (2) | 473,344 | |||||||||||||||
— | — | — | — | — | — | 30,970 | (7) | 158,566 | ||||||||||||||||
— | — | — | — | 38,370 | (3) | 196,454 | 102,319 | (3) | 523,873 | |||||||||||||||
— | — | — | — | 20,000 | (4) | 102,400 | 50,000 | (4) | 256,000 | |||||||||||||||
— | — | — | — | — | — | 40,000 | (8) | 204,800 | ||||||||||||||||
David Lyle | 8,387 | 33,546 | 6.03 | 5/11/2025 | — | — | — | — | ||||||||||||||||
— | — | — | — | 38,521 | (2) | 197,228 | 38,521 | (2) | 197,228 | |||||||||||||||
— | — | — | — | 39,009 | (5) | 199,726 | 23,874 | (5) | 122,235 |
(1) | In general, stock options and restricted stock unit awards held by our named executive officers will vest in full, at target levels, following involuntary termination or resignation following the occurrence of certain triggering events within a specified period following a change in control of the Company. Upon a change in control of the Company, certain service-based and performance-based restricted stock units held by our named executive officers will vest in full, regardless of whether the named executive officer terminates or resigns following a triggering event. These provisions are described in greater detail in “Potential Payments upon Termination or Change in Control” below. |
(2) | In January 2016, Dr. Fink and Mr. Lyle were granted 184,900 and 77,042 restricted stock unit awards, respectively, of which 92,450 and 38,521, respectively, were service-based restricted stock units vesting in equal, annual installments over four years of continuous service. The remaining 92,450 and 38,521 awards granted to Dr. Fink and Mr. Lyle, respectively were performance-based market stock units with vesting based on the level of the Company’s stock price performance against the Nasdaq Composite Index over one, two and three year performance periods. The potential payout ranges from 0% to 200% of the grant target quantity. Due to a limit in our equity plan on the number of shares that may be granted in a year to any one employee, the maximum size of Dr. Fink’s award is less than 200% of target. |
(3) | In March 2015, Dr. Fink was granted 153,479 restricted stock unit awards, of which 51,160 were service-based restricted stock units vesting in equal installments over four years of continuous service. The remaining 102,319 awards granted to Dr. Fink were restricted stock units with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. As of December 31, 2016, the vesting of the performance-based awards was considered to be unobtainable, but the awards had not yet been canceled. |
(4) | In May 2014, Dr. Fink was granted 90,000 restricted stock unit awards, of which 40,000 were service-based restricted stock units vesting in equal installments over four years of continuous service and 50,000 were market-condition restricted stock units vesting upon the achievement of certain stock price thresholds and the completion of three years of continuous employment from the date of grant. The performance period for the market-condition restricted stock units lapses on May 1, 2017 and none of the award will be earned. |
(5) | In May 2015, Mr. Lyle was granted 75,886 restricted stock unit awards, of which 52,012 were service-based restricted stock units vesting in equal installments over four years of continuous service and 23,874 with vesting contingent upon the Company’s achievement of certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified operating income target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. As of December 31, 2016, the vesting of the performance-based award was considered to be unobtainable, but the award had not yet been canceled. |
(6) | Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of the Company common stock on December 31, 2016, which was $5.12. The actual value realized by the officer depends on whether the shares vest and the future performance of our common stock. |
(7) | In February 2016, Dr. Fink was granted 46,224 restricted stock unit awards with vesting contingent upon the achievement of two key strategic milestones. Vesting related to the first milestone, which represents 33% of the awards, was contingent on achievement of the first milestone by December 31, 2016. Vesting related to the second milestone, which represents 67% of the awards, is contingent on achievement of the second milestone by December 31, 2019. The first milestone was achieved during 2016 and the related awards vested. |
(8) | In October 2014, Dr. Fink was granted 40,000 restricted stock unit awards with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. Specifically, these financial targets relate to the achievement of a specified revenue target on which vesting of 50% of the shares is contingent, and the achievement of specified net profit after tax target, calculated on a non-GAAP basis, on which vesting of the remaining 50% of the shares is contingent. The performance-based awards are eligible to be earned at 100% of the target number of shares if the applicable financial metrics were achieved at the target level, and on a sliding scale from zero to 200% of target if the actual results achieved were higher or lower than the target. The performance period for these awards lapsed as of December 31, 2016 and none of the awards were earned; the awards were cancelled in March 2017. |
Name | Stock Awards | |||||
Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | |||||
Franz Fink(2) | 38,044 | 219,110 | ||||
David Lyle | 13,003 | 75,027 | ||||
Chris Humphrey(3) | 2,354 | 14,171 |
(1) | Value realized is based on the fair market value of our common stock on the date the restricted stock was released to the officer and does not necessarily reflect proceeds actually received by the officer. |
(2) | Dr. Fink’s number of shares acquired on vesting includes 15,254 restricted stock unit awards which vested on November 2, 2016 but were not settled until March 15, 2017. |
(3) | Mr. Humphrey resigned from the Company effective April 1, 2016. |
Name | Benefit | Voluntary Resignation / Termination for Cause ($) | Termination without Cause Prior to Change in Control ($) | Termination due to Death or Disability ($) | Termination without Cause or Resignation following a Trigger Event after a Change in Control ($) | Change in Control (No Termination of Employment) | |||||||||||
Franz Fink | Severance (1) | — | 1,500,000 | — | 2,000,000 | — | |||||||||||
Bonus (2) | — | 250,000 | — | 500,000 | — | ||||||||||||
Equity Award Acceleration (3) (5) | — | 29,867 | 2,388,782 | 2,132,782 | 734,310 | ||||||||||||
Health and Welfare (4) | — | 18,409 | — | 36,818 | — | ||||||||||||
Vacation Payout (1) | 129,454 | 129,454 | 129,454 | 129,454 | — | ||||||||||||
Total Value | 129,454 | 1,927,730 | 2,518,236 | 4,799,054 | 734,310 | ||||||||||||
David Lyle | Severance (1) | — | 600,000 | — | 900,000 | — | |||||||||||
Bonus (2) | — | 112,500 | — | 225,000 | — | ||||||||||||
Equity Award Acceleration (3) (5) | — | 38,836 | 716,416 | 716,416 | 197,228 | ||||||||||||
Health and Welfare (4) | — | 21,725 | — | 21,725 | — | ||||||||||||
Vacation Payout (1) | 52,772 | 52,772 | 52,772 | 52,772 | — | ||||||||||||
Total Value | 52,772 | 825,833 | 769,188 | 1,915,913 | 197,228 |
(1) | For purposes of valuing the severance and vacation payments in the table above, the computation is based on each executive’s base salary in effect at the end of 2016 and the number of accrued but unused vacation days at the end of 2016. Additionally, Dr. Fink’s severance payment includes 150% of his base salary and target bonus for the year of termination. In addition, if Dr. Fink’s employment is terminated without cause or should Dr. Fink resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to two times his base salary and target bonus. Mr. Lyle’s severance payment includes 100% of his base salary and target bonus for the year of termination. In addition, if Mr. Lyle’s employment is terminated without cause or should Mr. Lyle resign his employment for good reason, either within 30 days prior to a change in control or within 24 months after a change of control, he will receive a lump sum payment equal to 150% times his base salary and target bonus. |
(2) | The value of the bonus shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31, 2016. The value of the bonus is prorated based upon the number of days employed in the year of termination and is based on actual achievement unless the termination is in connection with a change in control in which 100% of the target bonus would be due. |
(3) | The value of equity award acceleration shown in the table above was calculated based on the assumption that the officer’s employment termination and the change in control (if applicable) occurred on December 31, 2016. The value of the stock award acceleration was calculated by multiplying the applicable number of unvested shares subject to each restricted stock unit grant by the closing sales price of the Company’s common stock on December 31, 2016 and by multiplying the applicable number of unvested stock options by the intrinsic value of the stock option using the closing sales price of the Company’s common stock on December 31, 2016. |
(4) | Amounts reflect the current cost to the Company of the individual’s health and welfare benefits per year, which was then multiplied by the applicable multiple pursuant to the change in control provisions set forth in each individual executive’s employment agreement. |
(5) | If, in connection with a change in control transaction, Dr. Fink’s or Mr. Lyle’s equity awards are not continued, assumed, substituted, or converted into the right to receive a payment equal to the value of the Company’s common stock in such transaction, then the equity awards will become fully vested. Certain awards, specifically, Dr. Fink’s 2014 initial service-based restricted stock unit award, Dr. Fink’s and Mr. Lyle’s 2016 performance-based market stock unit awards and Dr. Fink’s 2016 milestone-based restricted stock unit award, vest unconditionally at target upon a change in control. |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(9) ($) | Total ($) | ||||||
Richard Bergman | 60,500 | (1) | 84,999 | (10) | 145,499 | ||||
Steven Bilodeau | 43,708 | (2) | 84,999 | (11) | 128,707 | ||||
Burkhard Goeschel, Ph.D. | 66,250 | (3) | 84,999 | (12) | 151,249 | ||||
Robert Guyett | 67,500 | (4) | 84,999 | (13) | 152,499 | ||||
Roger Howsmon | 63,000 | (5) | 84,999 | (14) | 147,999 | ||||
Yon Yoon Jorden | 73,000 | (6) | 84,999 | (15) | 157,999 | ||||
Mark Rossi | 56,000 | (7) | 84,999 | (16) | 140,999 | ||||
David Schlotterbeck | 94,500 | (8) | 84,999 | (17) | 179,499 |
(1) | Mr. Bergman is a member of the Strategic Alliance Committee and the Compensation Committee. |
(2) | Mr. Bilodeau joined the Board in May 2016 and became a member of the Audit Committee, Strategic Alliance Committee, Compensation Committee and Governance and Nominating Committee in June 2016. This amount is prorated to reflect his service during 2016. |
(3) | Dr. Goeschel is the Chairperson of the Strategic Alliance Committee and a member of the Governance and Nominating Committee. |
(4) | Mr. Guyett is the Chairperson of the Audit Committee. |
(5) | Mr. Howsmon is the Chairperson of the Governance and Nominating Committee and a member of the Compensation Committee. |
(6) | Ms. Jorden is the Chairperson of the Compensation Committee and a member of the Audit Committee and the Governance and Nominating Committee. |
(7) | Mr. Rossi ended his term as a member of the Board in June 2016. During 2016 he had served as the Chairperson of the Board and was also a member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. |
(8) | Mr. Schlotterbeck is the Chairperson of the Board and is also a member of the Audit Committee, Strategic Alliance Committee, Compensation Committee and Governance and Nominating Committee. |
(9) | The amounts in this column represent the grant date fair value of equity awards granted during the year ended December 31, 2016. The amounts for each director, excluding Mr. Bilodeau, consist of 16,732 restricted stock units granted to each of the directors on February 18, 2016 with a grant date fair value of $84,999 per director. Mr. Bilodeau’s grant consists of 16,569 restricted stock units granted on June 15, 2016 with a grant date fair value of $84,999. |
(10) | As of December 31, 2016, Mr. Bergman held 16,732 unvested restricted stock units. |
(11) | As of December 31, 2016, Mr. Bilodeau held 16,569 unvested restricted stock units. |
(12) | As of December 31, 2016, Dr. Goeschel held 10,000 stock options, all of which were vested and exercisable, and 16,732 unvested restricted stock units. |
(13) | As of December 31, 2016, Mr. Guyett held 16,732 unvested restricted stock units. |
(14) | As of December 31, 2016, Mr. Howsmon held 16,732 unvested restricted stock units. |
(15) | As of December 31, 2016, Ms. Jorden held 16,732 unvested restricted stock units. |
(16) | Due to the end of Mr. Rossi’s term as a member of the Board in June 2016, the vesting of the 16,732 restricted stock units granted on February 18, 2016 was accelerated. |
(17) | As of December 31, 2016, Mr. Schlotterbeck held 16,732 unvested restricted stock units. |
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in the First Column) | |||||||||
Equity compensation plans approved by security holders | 2,425,982 | (1) | $ | 9.23 | 3,852,421 | (3) | ||||||
Equity compensation plans not approved by security holders | 120,303 | (4) | 6.03 | — | ||||||||
Total | 2,546,285 | $ | 8.97 | 3,852,421 |
(1) | Includes 380,305 stock options and 2,045,677 restricted stock units outstanding, at maximum. |
(2) | Calculated without taking into account the 2,132,434 shares of common stock subject to outstanding RSUs, at maximum, that become issuable as those units vest, without any cash consideration or other payment required for such shares. |
(3) | Includes 195,294 shares available for future issuance under the 2004 Employee Stock Purchase Plan and 3,657,127 shares available for future issuance under the 2013 Omnibus Equity Incentive Plan. |
(4) | Includes 33,546 stock options and 86,757 restricted stock units, at maximum, granted to Mr. Lyle as a material inducement for commencement of employment with Maxwell. The terms and conditions of such awards are substantially similar to those for stock options and restricted stock units granted under the 2013 Omnibus Equity Incentive Plan. |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Beneficial Ownership | ||||||
Name and Address of 5% or Greater Beneficial Ownership | Number of Shares (1) | Percentage of Total (2) | ||||
VIEX Capital Advisors, LLC | 2,213,465 | (3) | 6.80 | % | ||
825 Third Avenue, 33rd Floor, New York, NY 10022 | ||||||
BlackRock Inc. | 2,062,052 | (4) | 6.34 | % | ||
55 East 52nd Street, New York, NY 10055 | ||||||
Neuberger Berman Group LLC | 1,954,239 | (5) | 6.00 | % | ||
605 Third Avenue, New York, NY 10158 | ||||||
Van Den Berg Management, Inc. | 1,735,951 | (6) | 5.33 | % | ||
805 Las Cimas Parkway, Suite 430, Austin, TX 78746 | ||||||
Beneficial Ownership | ||||||
Beneficial Ownership of Directors and Officers | Number of Shares (1) | Percentage of Total (2) | ||||
Franz Fink | 315,014 | (7) | * | |||
David Lyle | 67,868 | (8) | * | |||
Chris Humphrey | 6,284 | (9) | * | |||
Rick Bergman | 27,995 | (10) | * | |||
Steven Bilodeau | 16,569 | (11) | * | |||
Jörg Buchheim | 15,653 | (12) | * | |||
Burkhard Goeschel, Ph.D. | 121,843 | (13) | * | |||
Robert Guyett | 135,510 | (14) | * | |||
Roger Howsmon | 85,843 | (15) | * | |||
Yon Yoon Jorden | 87,843 | (16) | * | |||
David L. Schlotterbeck | 75,830 | (17) | * | |||
All current directors and executive officers as a group (10 persons) | 949,968 | (18) | 2.90 | % |
* | Less than one percent. |
(1) | Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or filings with the SEC. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable. |
(2) | Shares of common stock subject to options that are currently exercisable or exercisable within 60 days and restricted stock units settling within 60 days of April 21, 2017 are deemed outstanding for computing the percentage of the person holding such options or awards but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 32,544,409 shares of common stock outstanding on April 21, 2017. |
(3) | Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13D/A filed with the SEC by VIEX Capital Advisors, LLC on April 11, 2016. |
(4) | Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G filed with the SEC by BlackRock Inc. on January 30, 2017. |
(5) | Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by Neuberger Berman Group LLC on February 14, 2017. |
(6) | Information regarding this beneficial owner has been obtained solely from a review of the Schedule 13G/A filed with the SEC by Van Den Berg Management, Inc. on February 9, 2017. |
(7) | Consists of (a) 220,027 shares of common stock held directly; (b) options to purchase 49,084 shares of common stock; and (c) 45,903 restricted stock units settling within 60 days of April 21, 2017. |
(8) | Consists of (a) 7,780 shares of common stock held directly; (b) options to purchase 16,774 shares of common stock; and (c) 43,314 restricted stock units settling within 60 days of April 21, 2017. |
(9) | Consists of (a) 6,284 shares of common stock held directly. This beneficial ownership information is based on the last Form 4 that the Company filed on behalf of Mr. Humphrey. |
(10) | Consists of 27,995 shares of common stock held directly. |
(11) | Consists of 16,569 shares of common stock held directly. |
(12) | Consists of 15,653 shares of common stock held directly. |
(13) | Consists of (a) 111,843 shares of common stock held directly and (b) options to purchase 10,000 shares of common stock. |
(14) | Consists of 135,510 shares of common stock held in the Guyett Family Trust. |
(15) | Consists of (a) 82,843 shares of common stock held directly and (b) 3,000 shares of common stock held by an IRA. |
(16) | Consists of 87,843 shares of common stock held by a revocable family trust. |
(17) | Consists of 75,830 shares of common stock held directly. |
(18) | Includes options to purchase 75,858 shares of common stock which are currently exercisable or are exercisable within 60 days of April 21, 2017. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accounting Fees and Services |
2016 | 2015 | |||||||
Audit fees | $ | 756 | $ | 848 | ||||
Audit-related fees | 10 | 9 | ||||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
Total | $ | 766 | $ | 857 |
Item 15. | Exhibits and Financial Statement Schedules |
(a) | Documents filed as part of this report. |
1. | Financial Statements. The consolidated financial statements required by this item are included in the Original Filing. |
2. | Financial Statement Schedules. The other financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included in the Original Filing. |
3. | Exhibits. A list of the exhibits filed with this Amendment is provided below. |
Exhibit Number | Description of Document | ||
31.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (Section 302 Certification) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | ||
31.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 Certification) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | ||
* | Filed herewith. |
MAXWELL TECHNOLOGIES, INC. | |||
By: | /S/ FRANZ FINK | ||
Franz Fink President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ FRANZ FINK | President and Chief Executive Officer | April 28, 2017 | ||
Franz Fink | (Principal Executive Officer) | |||
/s/ DAVID LYLE | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | April 28, 2017 | ||
David Lyle | ||||
(Principal Financial and Accounting Officer) | ||||
* | Director | April 28, 2017 | ||
Rick Bergman | ||||
* | Director | April 28, 2017 | ||
Steven Bilodeau | ||||
* | Director | April 28, 2017 | ||
Jörg Buchheim | ||||
* | Director | April 28, 2017 | ||
Burkhard Goeschel | ||||
* | Director | April 28, 2017 | ||
Robert L. Guyett | ||||
* | Director | April 28, 2017 | ||
Roger Howsmon | ||||
* | Director | April 28, 2017 | ||
Yon Yoon Jorden | ||||
* | Director | April 28, 2017 | ||
David Schlotterbeck | ||||
*By: /s/ FRANZ FINK | ||||
Franz Fink Attorney-in-Fact |
April 28, 2017 | /S/ FRANZ FINK | |
Franz Fink President and Chief Executive Officer (Principal Executive Officer) |
April 28, 2017 | /S/ DAVID LYLE | |
David Lyle Senior Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) |