DEF 14A 1 d482543ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement.
Confidential, for use of the Commission Only (as

 permitted by Rule 14a-6(e)(2)).

Definitive Proxy Statement.
Definitive Additional Materials.
Soliciting Material Pursuant to §240.14a-12.

ORBCOMM 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):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

 

 

  (2) Aggregate number of securities to which transaction applies:

 

 

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4) Proposed maximum aggregate value of transaction:

 

 

 

  (5) Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 

 

  (2) Form, Schedule or Registration Statement No.:

 

 

 

  (3) Filing Party:

 

 

 

  (4) Date Filed:

 

 

 


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LOGO

March 15, 2018

Dear Shareholder:

You are cordially invited to attend our 2018 Annual Meeting of Shareholders.

We will hold the Annual Meeting at our corporate headquarters located at 395 West Passaic Street, Third floor, Rochelle Park, New Jersey 07662, on Wednesday, April 18, 2018, at 8:00 a.m., local time. At the meeting we will discuss and act on the matters described in the Proxy Statement. At this year’s meeting, you will have an opportunity to vote on the election of two directors, ratify the selection of Grant Thornton LLP as our independent registered public accounting firm, and cast an advisory vote to approve the Company’s executive compensation, as well as to transact such other business as may properly come before the meeting. Shareholders will then have an opportunity to comment on or to inquire about the affairs of the Company that may be of interest to shareholders generally.

Your vote is important no matter how many or how few shares you own. Whether or not you plan to attend the meeting, please vote via the Internet, by telephone or by returning your proxy card as soon as possible.

Admission tickets are printed on the outside back cover of this Notice of Annual Meeting and Proxy Statement. To enter the meeting, you will need an admission ticket or other proof that you are a shareholder. If you hold your shares through a broker or nominee, you will need to bring a copy of a brokerage statement showing your ownership as of the March 2, 2018 record date.

We are providing you the Proxy Statement for our 2018 Annual Meeting of Shareholders and our 2017 Annual Report on Form 10-K. You may also access these materials via the Internet at www.edocumentview.com/orbc. I hope you find them interesting and useful in understanding our company.

 

Sincerely yours,

LOGO

Jerome B. Eisenberg
Chairman of the Board


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ORBCOMM Inc.

395 West Passaic Street, Third Floor

Rochelle Park, New Jersey 07662

 

 

Notice of 2018 Annual Meeting of Shareholders

To the Shareholders of ORBCOMM Inc.:

The 2018 Annual Meeting of Shareholders of ORBCOMM Inc. will be held at our corporate headquarters located at 395 West Passaic Street, Third Floor, Rochelle Park, New Jersey 07662, on Wednesday, April 18, 2018, at 8:00 a.m., local time, for the following purposes:

(a) to elect two members to our board of directors with terms expiring at the Annual Meeting in 2021;

(b) to ratify the appointment by the Audit Committee of our board of directors of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2018; and

(c) to cast an advisory vote to approve the Company’s executive compensation.

Only shareholders of record at the close of business on March 2, 2018 will be entitled to notice of, and to vote at, the 2018 Annual Meeting and any postponements, adjournments or delays thereof. A list of such shareholders will be available for inspection by any shareholder at the 2018 Annual Meeting and at the offices of the Company at 395 West Passaic Street, Third floor, Rochelle Park, New Jersey 07662, for at least ten (10) days prior to the 2018 Annual Meeting.

Shareholders are requested to submit a proxy for voting at the 2018 Annual Meeting over the Internet, by telephone or by completing, signing, dating and returning a proxy card in the enclosed postage-paid envelope as promptly as possible. Submitting your vote via the Internet, by telephone or by returning a proxy card will not affect your right to vote in person should you decide to attend the 2018 Annual Meeting.

 

By order of the Board of Directors,
LOGO
Christian G. Le Brun
Secretary

March 15, 2018


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ORBCOMM Inc.

Proxy Statement for the 2018 Annual Meeting

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     Page  

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

     1  

ELECTION OF DIRECTORS (PROPOSAL 1)

     4  

INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS

     4  

BOARD OF DIRECTORS AND COMMITTEES

     7  

DIRECTOR COMPENSATION

     11  

AUDIT COMMITTEE REPORT

     12  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     14  

COMPENSATION DISCUSSION AND ANALYSIS

     16  

Compensation Committee

     16  

Introduction

     16  

Philosophy and Objectives of Compensation Programs

     17  

Compensation Committee Consideration of the Company’s 2017 Shareholder Advisory Vote on Executive Compensation

     17  

Use of Compensation Consultant

     17  

Market Assessment

     18  

Elements of Compensation

     19  

Health and Welfare Benefits

     26  

Perquisites

     26  

401(k) Plan

     26  

Employee Stock Purchase Plan

     26  

Severance and Change in Control Benefits

     27  

Clawback Policy

     27  

Tax and Accounting Implications

     28  

Role of Executives and Others in Establishing Compensation

     29  

Hedging Policy

     29  

COMPENSATION COMMITTEE REPORT

     30  

COMPENSATION OF EXECUTIVE OFFICERS

     31  

EQUITY COMPENSATION PLAN INFORMATION

     46  

CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS

     47  

ORBCOMM Europe

     47  

Satcom International Group plc

     47  

OHB SE

     48  

Employment Arrangements

     48  

Indemnity Agreements

     52  

Policies and Procedures for Related Person Transactions

     52  

POTENTIAL SERVICE PAYMENTS UPON TERMIANTION OR CHANGE OF CONTROL

     53  

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)

     60  

Principal Accountant Fees

     60  

Audit Committee Pre-Approval Policies and Procedures

     60  

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PROPOSAL 3)

     61  

OTHER MATTERS

     62  

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     62  

ANNUAL REPORT

     62  

SHAREHOLDER PROPOSALS FOR ANNUAL MEETING IN 2019

     62  

EXPENSES OF SOLICITATION

     62  


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ORBCOMM Inc.

Proxy Statement

2018 ANNUAL MEETING

The enclosed proxy is solicited by the board of directors of ORBCOMM Inc. for use in voting at the 2018 Annual Meeting of Shareholders of ORBCOMM Inc. to be held on April 18, 2018, and any postponements, adjournments or delays thereof (the “Annual Meeting” or the “2018 Annual Meeting”), for the purposes set forth in the accompanying Notice of 2018 Annual Meeting of Shareholders. This proxy statement and the proxy are first being sent to shareholders and being made available on the Internet (www.edocumentview.com/orbc) on or about March 15, 2018. We will refer to our company in this proxy statement as “we”, “us”, the “Company” or “ORBCOMM”.

GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING

What am I Voting On at the Annual Meeting?

You will be voting on the following:

 

   

The election of two members of our board of directors;

 

   

The ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for our fiscal year ending December 31, 2018; and

 

   

An advisory vote to approve the Company’s executive compensation.

Who is Entitled to Vote at the Annual Meeting?

Only holders of record of the Company’s common stock and Series A convertible preferred stock at the close of business on March 2, 2018, the record date for the meeting, may vote at the Annual Meeting. Each shareholder is entitled to one vote for each share of our common stock and 1.66611 votes for each share of Series A convertible preferred stock, in each case held on the record date. There is no cumulative voting. On March 2, 2018, the record date for the Annual Meeting, there were 74,781,616 shares of our common stock and 37,544 shares of our Series A convertible preferred stock outstanding and entitled to vote.

Who may Attend the Annual Meeting?

All shareholders as of the record date, or individuals holding their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares through a broker, bank or other nominee in “street name”, you will need to provide a copy of a brokerage statement reflecting your stock ownership as of the record date to be admitted to the Annual Meeting. If you want directions to the Annual Meeting, they can be obtained by contacting Robin Zimmer at (703) 433-6304.

How Do I Vote My Shares?

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares right away. Voting now will not affect your right to attend or your ability to vote at the Annual Meeting.

If you are a registered shareholder (that is, your shares are registered directly in your name through our stock transfer agent, Computershare, or you have stock certificates), you may vote:

 

   

By mail.    Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our board of directors.

 

   

By Internet or telephone.    Registered shareholders may vote on the Internet at www.envisionreports.com/orbc by following the instructions on your screen, or by telephone by dialing 1-800-652-VOTE (8683). Please have your proxy card ready when voting by Internet or telephone.

 

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In person at the meeting.    If you attend the meeting, you may deliver your proxy card in person or you may vote by completing a ballot, which will be available at the meeting.

If your shares are held in “street name” (that is, held through a brokerage firm, bank, broker-dealer or other similar organization or nominee), you must provide the brokerage firm, bank, broker-dealer or other similar organization or nominee with instructions on how to vote your shares and can do so as follows:

 

   

By mail.    You will receive instructions from your broker or other nominee explaining how to vote your shares.

 

   

By Internet or telephone.    Street name holders may vote on the Internet at www.envisionreports.com/orbc and following the instructions on your screen, or by telephone by dialing 1-800-652-VOTE (8683). Please have your proxy card ready when voting by Internet or telephone.

 

   

In person at the meeting.    Contact the broker or other nominee who holds your shares to obtain a “legal” proxy from the broker or other nominee and bring it with you to the meeting. You will not be able to vote at the meeting unless you have a legal proxy from your broker. You will also need to sign a ballot in order to have your vote counted.

If you hold your shares of common stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares are voted, please sign, date and return the proxy card for each account. You should vote all of your shares of common stock.

How Will My Proxy Be Voted?

If you use the telephone or Internet voting procedures or duly complete, sign and return a proxy card to authorize the named proxies to vote your shares, your shares will be voted as specified. If your proxy card is signed but does not contain specific instructions, your shares will be voted as recommended by our board of directors: “FOR” the election of the nominees for directors set forth herein, “FOR” ratification of the appointment of the independent registered public accounting firm, and “FOR” approval of executive compensation. In addition, if other matters come before the Annual Meeting, the persons named as proxies in the proxy card will vote in accordance with their best judgment with respect to such matters.

Even if you plan on attending the Annual Meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the Annual Meeting. If you do attend the Annual Meeting, you can change your vote at that time, if you then desire to do so.

If My Shares Are Held in “Street Name,” How Will My Broker Vote?

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (that is, your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election of directors (Proposal 1), or the advisory vote to approve executive compensation (Proposal 3), but may vote your shares in its discretion with respect to the ratification of the appointment of the independent registered public accounting firm (Proposal 2). We urge you to instruct your broker or other nominee how to vote your shares by following those instructions.

May I Revoke My Proxy?

For shareholders of record, whether you vote via the Internet, by telephone or by mail, you may revoke your proxy at any time before it is voted by:

 

   

delivering a written notice of revocation to the Secretary of the Company so long as it is received prior to the Annual Meeting;

 

   

casting a later vote using the telephone or Internet voting procedures;

 

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submitting a properly signed proxy card with a later date so long as it is received prior to the Annual Meeting; or

 

   

voting in person at the Annual Meeting.

Will My Vote be Confidential?

It is our policy to keep confidential all proxy cards, ballots and voting tabulations that identify individual shareholders, except as may be necessary to meet any applicable legal requirements and, in the case of any contested proxy solicitation, as may be necessary to permit proper parties to verify the propriety of proxies presented by any person and the results of the voting. The independent inspector of election and any employees involved in processing proxy instructions and cards or ballots and tabulating the vote are required to comply with this policy of confidentiality.

How Many Votes are Needed to Approve a Proposal?

Election of Directors (Proposal 1).    Directors are elected by a plurality of votes cast. This means that the two nominees for election as directors who receive the greatest number of votes cast by the holders of our common stock and Series A convertible preferred stock entitled to vote at the meeting, a quorum being present, will become directors.

Selection of our Independent Registered Public Accounting Firm (Proposal 2); Advisory Vote to Approve Executive Compensation (Proposal 3).    An affirmative vote of the holders of a majority of the voting power of our common stock and Series A convertible preferred stock present in person or represented by proxy and entitled to vote on the matter, a quorum being present, is necessary to (1) ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm and (2) approve our executive compensation.

What Constitutes a Quorum for the Meeting?

The presence in person or by proxy of a majority of the votes represented by shares of our common stock and Series A convertible preferred stock, considered together as a single class, outstanding on the record date is required for a quorum. As of March 2, 2018, there were 74,844,168 votes represented by outstanding shares of our common stock and Series A convertible preferred stock.

How are Votes Counted?

Under Delaware law and our Restated Certificate of Incorporation and By-Laws, all votes entitled to be cast by shareholders present in person or represented by proxy at the meeting and entitled to vote on the subject matter, whether those shareholders vote “for”, “against” or abstain from voting, will be counted for purposes of determining the minimum number of affirmative votes required for approving Proposals 2 and 3. The shares of a shareholder who abstains from voting on a matter or whose shares are not voted by reason of a broker non-vote on a matter will be counted for purposes of determining whether a quorum is present at the meeting. An abstention from voting on a matter by a shareholder present in person or represented by proxy at the meeting has no effect on the election of directors, but has the same legal effect as a vote “against” Proposals 2 and 3. A broker non-vote on a matter is not deemed to be present or represented by proxy for purposes of determining whether shareholder approval of the matter is obtained and has no effect on the election of directors or on Proposal 2 or 3.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 18, 2018.

The proxy statement and annual report to stockholders are available at: www.edocumentview.com/orbc.

 

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ELECTION OF DIRECTORS (PROPOSAL 1)

Our Restated Certificate of Incorporation provides that the board of directors will consist of three classes of directors, as nearly equal in number as possible, serving staggered three-year terms. One class of directors is elected each year with terms extending to the third annual meeting after such election.

The terms of the two directors in Class III expire at the 2018 Annual Meeting. The board has designated Jerome B. Eisenberg and Marco Fuchs, upon the recommendation of the Nominating and Corporate Governance Committee, as nominees for election as directors at the 2018 Annual Meeting with terms expiring at the 2021 Annual Meeting of Shareholders. There are seven directors, consisting of two Class I directors, three Class II directors and two Class III directors.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the two nominees specified in “Class III — Nominees for Election as Directors with Terms Expiring in 2021” below. If for any reason any of those nominees is not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee as selected by the board of directors, and the Company will provide shareholders with the required biographical information of such substitute nominee in advance of the meeting.

A plurality of the votes cast in person or by proxy at the Annual Meeting and entitled to vote is required to elect directors. Under the rules of the New York Stock Exchange, brokers who hold shares in “street name” do not have the authority to vote on the election of directors when they do not receive instructions from beneficial owners. Accordingly, a broker non-vote will not be counted as a vote to elect directors.

INFORMATION AS TO NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS

For each director nominee and each continuing director, we have stated the nominee’s or continuing director’s name, age and principal occupation; his position, if any, with the Company; his period of service as a director of the Company; his business experience for at least the past five years; other directorships held; and the experiences, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to conclude that the person should serve as a director of the Company. Each nominee for director has consented to being named in this proxy statement and to serve as a director if elected.

Class III — Nominees for Election as Directors With Terms Expiring at the 2021 Annual Meeting

 

Jerome B. Eisenberg

  Director Since February 2004   Age 78

Mr. Eisenberg has been our non-executive Chairman of the Board since March 2008. He served as our Chairman and Chief Executive Officer from January 2006 to March 2008 and our Chief Executive Officer and President from December 2004 to January 2006. Prior to that, Mr. Eisenberg held a number of positions with ORBCOMM Inc. and with ORBCOMM LLC, including Co-Chief Executive Officer of ORBCOMM Inc. Mr. Eisenberg has worked in the satellite industry since 1993 when he helped found Satcom International Group plc. From 1987 to 1992, he was President and CEO of British American Properties, an investment company funded by European and American investors that acquired and managed various real estate and industrial facilities in various parts of the U.S. Prior thereto, Mr. Eisenberg was a partner in the law firm of Eisenberg, Honig & Folger; CEO and President of Helenwood Manufacturing Corporation (presently known as Tennier Industries), a manufacturer of equipment for the U.S. Department of Defense; and Assistant Corporate Counsel for the City of New York. Mr. Eisenberg is the father of Marc Eisenberg, a member of the board of directors and our Chief Executive Officer. Mr. Eisenberg was a director of GelTech Solutions, Inc. from 2010 to 2013. Mr. Eisenberg’s significant and meaningful knowledge of our company (as former senior management of the Company), significant experience with the satellite industry and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

 

Marco Fuchs

  Director Since February 2004   Age 55

Mr. Fuchs has been a member of the board of directors of ORBCOMM LLC since 2001 and of ORBCOMM Holdings LLC from 2001 to February 2004. Mr. Fuchs is currently the Chief Executive Officer and Chairman of

 

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the Managing Board of OHB SE (technology and space), positions he has held since 2000. From 1995 to 2000, Mr. Fuchs worked at OHB System AG, first as a Prokurist (authorized signatory) and then as Managing Director. Prior to that, he worked as a lawyer from 1992 to 1994 for Jones, Day, Reavis & Pogue in New York, and from 1994 to 1995 in Frankfurt am Main. Mr. Fuchs’ significant business and operating experience with satellite companies, significant experience with the satellite industry and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

Class I — Continuing Directors With Terms Expiring at the 2019 Annual Meeting

 

Didier Delepine

  Director Since May 2007   Age 70

Mr. Delepine served as President and Chief Executive Officer of Equant (now Orange Business Services) (global data networking and managed communications) from 1998 to 2003. From 1995 to 1998, Mr. Delepine served as President and Chief Executive Officer of Equant’s network services division and as Chairman and President of Equant’s Integration Services division, Americas. From 1983 to 1995, Mr. Delepine held a range of senior management positions at SITA, the global telecommunications and technology organization supporting the world’s airlines. Mr. Delepine was a director of Intelsat, Ltd., a global provider of communications services, from 2003 to 2005 and Eircom Group plc, an Irish communications company, from 2003 to 2006. Mr. Delepine was Chairman of the Board of OneAccess Networks S.A., a telecom network access and virtualization company from 2009 to 2017, Chairman of the Board of Viatel Ltd., a European network infrastructure company from 2005 to 2013 and a director of Global Telecom & Technology, Inc., a multinational telecommunications and internet provider from 2006 to 2013. Mr. Delepine’s high level managerial experience, service on various boards of directors, strong operational expertise and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

 

Gary H. Ritondaro

  Director Since November 2006   Age 71

Mr. Ritondaro retired in 2010 as Senior Vice President and Chief Financial Officer of LodgeNet Interactive Corporation (a Nasdaq company and the largest provider of media and connectivity solutions to the hospitality industry), and served in that position from 2001 to April 2010. He also served as Senior Vice President, Finance, Information and Administration of LodgeNet Interactive Corporation from July 2002 to April 2010. Prior to joining LodgeNet Interactive Corporation, Mr. Ritondaro served as Senior Vice President and Chief Financial Officer for Mail-Well, Inc., a NYSE-listed manufacturer of envelopes, commercial printing and labels, from 1999 to 2001. From 1996 to 1999, Mr. Ritondaro was Vice President and Chief Financial Officer for Ferro Corporation, a NYSE-listed international manufacturer of chemicals, specialty plastics, colors, industrial coatings and ceramics. Mr. Ritondaro’s significant financial expertise, broad understanding of financial issues, significant experience dealing with capital markets, mergers and acquisitions, and his experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

Class II — Continuing Directors With Terms Expiring at the 2020 Annual Meeting

 

Marc J. Eisenberg

  Director Since March 2008   Age 51

Mr. Eisenberg is our Chief Executive Officer, a position he has held since March 2008. He served as our Chief Operating Officer from February 2007 to March 2008. From June 2006 to February 2007, he was our Chief Marketing Officer and from March 2002 to June 2006, he was our Executive Vice President, Sales and Marketing. He was a member of the board of directors of ORBCOMM Holdings LLC from May 2002 until February 2004. Prior to joining ORBCOMM, from 1999 to 2001, Mr. Eisenberg was a Senior Vice President of Cablevision Electronics Investments, where among his duties he was responsible for selling Cablevision services such as video and internet subscriptions through its retail channel. From 1984 to 1999, he held various positions, most recently as the Senior Vice President of Sales and Operations with the consumer electronics company The Wiz, where he oversaw sales and operations and was responsible for over 2,000 employees and $1 billion a year in sales. Mr. Eisenberg is the son of Jerome B. Eisenberg. Mr. Eisenberg’s significant and meaningful knowledge

 

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of our Company, in-depth knowledge of our global operations and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

 

Timothy Kelleher

  Director Since March 2008   Age 55

Mr. Kelleher has been a member of our board of directors since March 2008 and previously served as a member of our board of directors from December 2005 to June 2007. He is a Managing Partner of KMCP Advisors II LLC (formerly PCG Capital Partners Advisors II LLC) (investment management), focusing on providing growth capital to established companies, and was previously a Managing Director of Pacific Corporate Group, which he joined in 2002. He is also a Managing Partner of Silver Canyon Group, LLC. Prior to joining Pacific Corporate Group, Mr. Kelleher was a Partner and Senior Vice President at Desai Capital Management Incorporated from 1992 to 2002 and held positions at Entrecanales, Inc., L.F. Rothschild & Co. Incorporated and Arthur Young & Co. Mr. Kelleher’s significant financial expertise, extensive board level experience helping growth companies achieve their full potential and success dealing with complex business and financial issues and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

 

John Major

  Director Since April 2007   Age 72

Mr. Major is President of MTSG (strategic consulting and investment company), which he founded in January 2003. From April 2004 to October 2006, Mr. Major also served as Chief Executive Officer of Apacheta Corporation, a privately-held mobile, wireless software company. From August 2000 until January 2003, Mr. Major was Chairman and Chief Executive Officer of Novatel Wireless, Inc., a wireless data access solutions company. From November 1998 to November 1999, Mr. Major was Chairman and Chief Executive Officer of Wireless Knowledge, a joint venture of Qualcomm Incorporated and Microsoft Corporation. From 1997 until 1998, he served as President of the Wireless Infrastructure Division of Qualcomm. Prior to that, for approximately 18 years, he held various positions at Motorola, Inc., the most recent of which was Senior Vice President and Chief Technology Officer. Mr. Major was a director of Broadcom Corporation from 2003 through 2016 and served as Chairman of the Board from May 2008 through May 2012 and as lead independent director from May 2008 through May 2014. Mr. Major is currently Chairman of Resonant Inc. and a director of Lennox International, Inc., Littelfuse Inc. and Lattice Semiconductor Corporation. Mr. Major’s senior leadership positions at a number of companies, strong operational expertise, strong background in the technology sector and experience and qualifications noted above were among the factors considered by our board of directors in selecting him to serve as a director.

The board of directors recommends that you vote “FOR” the election as directors of the two Class III director nominees described above, which is presented as Proposal 1.

 

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BOARD OF DIRECTORS AND COMMITTEES

Our business is managed under the direction of the board of directors. Our board of directors has the authority to appoint committees to perform certain management and administration functions. We currently have an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, composed of at least three members each.

The functions of each of our board committees are described below. The duties and responsibilities of each committee are set forth in committee charters that are available on our website at www.orbcomm.com under the heading “Investor Relations” and the subheading “Corporate Governance”. The committee charters are also available in print to any shareholder upon request. The board of directors held nine meetings during fiscal year 2017. All directors attended at least 75% of the aggregate meetings of the board and committees on which they served. Directors are expected to attend the Annual Meeting. All of the directors attended the 2017 Annual Meeting.

The board has reviewed the independence of its members considering the independence criteria of The Nasdaq Stock Market, or Nasdaq, and any other commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships between the directors and the Company. Based on this review, the board has determined that none of the current directors, other than Jerome B. Eisenberg (a former executive officer of the Company), Marc J. Eisenberg (an executive officer of the Company) and Marco Fuchs (a senior executive of OHB SE), has a material relationship with the Company and each of Didier Delepine, Timothy Kelleher, John Major and Gary Ritondaro meets the independence requirements of Nasdaq.

The independent directors meet in executive session without the presence of any executive officer or member of management at least twice a year in conjunction with regular meetings of the board. A director designated by the independent directors will chair the session. The independent directors generally designate the chairman of one of the board committees as chair, depending upon whether the principal items to be considered at the session are within the scope of the applicable committee.

Board Leadership Structure.    The board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board or whether the Chairman should be a member of management or a non-management director, as the board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the board. In 2008, in connection with the transition of the Chief Executive Officer position from Jerome Eisenberg to Marc Eisenberg, the board determined that having Jerome Eisenberg continue in his role as Chairman of the Board in a non-executive capacity would provide continuity in the board’s leadership and allow the Chief Executive Officer to focus on the management of the Company’s day-to-day operations. In addition, as the former Chief Executive Officer, Jerome Eisenberg has extensive knowledge of the Company and its business and industry that are an invaluable resource for the board. Although Jerome Eisenberg is not an independent director due to his continued employment in a non-executive capacity and his being the father of Marc Eisenberg, our Chief Executive Officer, the board believes that this leadership structure is in the best interests of the Company’s shareholders at this time.

Audit Committee.    The Audit Committee, among other things:

 

   

reviews and oversees the integrity of our financial statements and internal controls;

 

   

reviews the qualifications of and recommends to the board of directors the selection of, our independent auditor, subject to ratification by our shareholders, and reviews and approves their fees;

 

   

reviews and oversees the adequacy of our accounting and financial reporting processes, including our system of internal controls and disclosure controls, and recommendations of the independent auditor with respect to our systems; and

 

   

reviews and oversees our compliance with legal and regulatory requirements.

Didier Delepine, Timothy Kelleher and Gary Ritondaro currently serve as members of our Audit Committee. Each current member of our Audit Committee meets the independence and financial literacy requirements of Nasdaq, the SEC and applicable law. All members of our Audit Committee are able to read and

 

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understand fundamental financial statements. The board of directors has determined that Gary Ritondaro is an “audit committee financial expert” as defined by the SEC rules. Didier Delepine serves as chair of our Audit Committee. The Audit Committee met nine times during the 2017 fiscal year.

Compensation Committee.    The Compensation Committee, among other things:

 

   

reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of these goals and objectives and determines and approves the level of the Chief Executive Officer’s compensation based on this evaluation;

 

   

determines the base and incentive compensation of other senior executives and the terms of employment of senior executives, including the Chief Executive Officer;

 

   

reviews, administers, monitors and recommends to the board of directors all executive compensation plans and programs, including incentive compensation and equity-based plans; and

 

   

evaluates and makes recommendations regarding the compensation of non-employee directors and administration of non-employee director compensation plans or programs.

Timothy Kelleher, John Major and Gary Ritondaro currently serve as members of our Compensation Committee. Each current member of our Compensation Committee meets the independence requirement of Nasdaq and applicable law. John Major serves as chair as of our Compensation Committee. The Compensation Committee met three times during the 2017 fiscal year.

For description of the role of our executive officers on determining or recommending the amount or form of executive or director compensation, see “Compensation Discussion and Analysis — Role of Executives and Others in Establishing Compensation”.

Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee, among other things:

 

   

oversees our corporate governance policies, practices and programs;

 

   

reviews the Company’s policies, practices and programs with respect to its relationships and communications with institutional investors, including proxy advisory services, and other interested parties;

 

   

reviews and recommends to the board of directors the size and composition of the board, the qualification and independence of the directors and the recruitment, selection and evaluation of individuals to serve as directors;

 

   

reviews and recommends to the board of directors the organization and operation of the board of directors, including the nature, size and composition of committees of the board, the designation of committee chairs, the designation of a Chairman of the Board or similar position and the distribution of information to the board and its committees;

 

   

coordinates an annual self-assessment by the board of its operations and performance and the operations and performance of the committees and prepares an assessment of the board’s performance for discussion with the board;

 

   

in coordination with the Compensation Committee, evaluates the performance of the Chief Executive Officer in light of corporate goals and objectives; and

 

   

develops and recommends to the board for approval of a succession plan for certain executive officers.

John Major, Didier Delepine and Gary Ritondaro currently serve as members of our Nominating and Corporate Governance Committee. Each member of our Nominating and Corporate Governance Committee meets the independence requirement of Nasdaq and applicable law. Gary Ritondaro serves as chair of our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met two times during the 2017 fiscal year.

 

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The Nominating and Corporate Governance Committee, the Chairman of the Board and the Chief Executive Officer or other members of the board of directors may identify a need to add new members to the board or to fill a vacancy on the board. In that case, the committee will initiate a search for qualified director candidates, seeking input from other directors, and senior executives, shareholders and, to the extent it deems appropriate, third-party search firms to identify potential candidates. In February 2018, the committee engaged a nationally recognized executive search firm to assist the committee in identifying two new independent director candidates for the committee to consider. The committee will evaluate qualified candidates and then make its recommendation to the board, for its consideration and approval. In making its recommendations to the board, the committee will consider the selection criteria for director candidates set forth in our Board Membership Criteria, including the following:

 

   

each director candidate should have high level managerial experience in a relatively complex organization or be accustomed to dealing with complex problems.

 

   

each director candidate should be an individual of the highest character and integrity, have experience at or demonstrated understanding of strategy/policy-setting and reputation for working constructively with others.

 

   

each director candidate should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director.

 

   

each director candidate should be free of any conflict of interest which would interfere with the proper performance of the responsibilities of a director.

While the board does not have a formal policy with respect to diversity, it believes that it is essential that the directors represent the balanced, best interests of the shareholders as a whole, rather than special interest groups or constituencies, and takes into consideration in assessing the overall composition and needs of the board such factors as diversity of professional experience, skills and background, age, gender, international background and specialized expertise. The committee from time to time reviews with the board our Board Membership Criteria in the context of current board composition and the Company’s circumstances. The committee has also instructed its executive search firm that, among other candidate search criteria, gender, racial and ethnic diversity are important and will be given strong consideration, but not to the exclusion of other requirements.

Our Guidelines on Corporate Governance include a director age policy, pursuant to which any director who has achieved age 75 would be subject to an annual review by the committee with respect to such director’s continued service on the board, considering any factors or other information that is considered appropriate and relevant, including the director’s tenure, the director’s qualifications, the director’s past and expected contributions to the board, the overall composition of the board and whether the director’s resignation from the board would be in the best interests of the Company and its shareholders. The board, upon the recommendation of the committee, will then decide whether or not to accept the director’s tendered resignation. Each nominee for director who has achieved age 75 or would achieve age 75 during his or her term if elected is required, upon his or her election, to submit a resignation conditional upon the board’s acceptance in connection with the annual review.

In February 2015, Jerome Eisenberg, after achieving age 75 and upon nomination for re-election to the board, tendered his resignation as a member of the board, conditional upon the board’s acceptance in connection with his annual review. The board declined to accept his resignation in 2016, 2017 and 2018, and Mr. Eisenberg has been nominated for re-election as a member of the board with a term expiring in 2021.

The Nominating and Corporate Governance Committee will consider director candidates recommended by our shareholders for election to the board of directors. Shareholders wishing to recommend director candidates can do so by writing to the Secretary of ORBCOMM Inc. at 395 West Passaic Street, Suite 325, Rochelle Park, New Jersey 07662. Shareholders recommending candidates for consideration by the committee must provide each candidate’s name, biographical data and qualifications. Any such recommendation should be accompanied by a written statement from the individual of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. The recommending shareholder must also provide evidence of being a shareholder of record of our common stock at the time of such recommendation. The committee will evaluate properly

 

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submitted shareholder recommendations under substantially the same criteria and substantially the same manner as other potential candidates.

In addition, our By-Laws establish a procedure with regard to shareholder proposals for the 2019 Annual Meeting, including nominations of persons for election to the board of directors, as described below under “Shareholder Proposals for Annual Meeting in 2019”.

Compensation Committee Interlocks and Insider Participation.    None of our executive officers currently serves or served during 2017 as a director or member of the compensation committee of another entity with an executive officer who serves on our board of directors or our Compensation Committee. For a description of the members of our Compensation Committee, see “Board of Directors and Committees — Compensation Committee”.

Standards of Business Conduct.    The board of directors has adopted a Standards of Business Conduct that is applicable to all of our directors, officers and employees. Any material changes made to the Standards of Business Conduct or any waivers granted to any of our directors and executive officers will be publicly disclosed in accordance with applicable Nasdaq and SEC rules. A copy of our Standards of Business Conduct is available on our website at www.orbcomm.com under the heading “Investor Relations” and the subheading “Corporate Governance” or upon request, without charge, by contacting our Investor Relations Department by calling 703-433-6305.

Risk Oversight.    The board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The board has designated the Audit Committee to take the lead in overseeing risk management and pursuant to its charter, the Audit Committee reviews and discusses with management the steps management has taken to assess, monitor and control the Company’s strategic, operational, financial and compliance risks, including guidelines and policies to govern the process by which such risk assessment and risk management are undertaken. The entire board is regularly informed by the Audit Committee on these matters. Notwithstanding the Audit Committee’s primary risk oversight role, the entire board is actively involved in the oversight of the operational risks with respect to the Company’s satellite constellation and receives regular presentations from management regarding these matters.

Communications to the Board.    Shareholders and other interested parties may send communications to the board of directors, an individual director, the non-management directors as a group, or a specified committee at the following address:

ORBCOMM Inc.

c/o Corporate Secretary

395 West Passaic Street, Suite 325

Rochelle Park, New Jersey 07662

Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

 

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DIRECTOR COMPENSATION

The following independent directors: Didier Delepine, Timothy Kelleher, John Major and Gary Ritondaro, each receive an annual retainer of $40,000. In addition to the annual retainer, the chair of the Audit Committee receives $15,000 annually, while the other Audit Committee members each receive $5,000 annually. The chair of the Nominating and Corporate Governance Committee receives $10,000 annually, while the other Nominating and Corporate Governance Committee members each receive $3,000 annually. The chair of the Compensation Committee receives $12,000 annually, while the other Compensation Committee members each receive $3,000 annually. Jerome Eisenberg receives an annual retainer of $50,000 but does not receive any committee fees. Neither Marco Fuchs nor Marc Eisenberg received any retainer or committee fees for their service on the board of directors in 2017. All directors are reimbursed for reasonable expenses incurred to attend meetings of the board of directors. Annually, on or about January 2, we grant an award of time-based RSUs with a value of $80,000 (based on the closing price of our common stock on the date of grant) to certain of our directors, which vest on January 1 of the following year. Accordingly, on January 2, 2018 we granted an award of 7,790 time-based RSUs with a value of $80,000 (based on the closing price of our common stock of $10.27 per share on January 2, 2018) to each of Messrs. Delepine, Jerome Eisenberg, Kelleher, Major and Ritondaro. These RSUs will vest on January 1, 2019.

Under the terms of our directors’ deferred compensation plan, a non-employee director may elect to defer all or part of the cash payment of director retainer fees until such time as shall be specified, with interest on deferred amounts accruing quarterly at 120% of the Federal long-term rate set each month by the U.S. Treasury Department. In addition, a non-employee director may elect to defer the vesting and payment of any RSU awards to a later date in lieu of the one-year vesting described above.

Director Compensation for Fiscal Year 2017

 

Name

   Fees Earned or Paid
in Cash
    Stock Awards(1)      All Other
Compensation
    Total  
     ($)     ($)      ($)     ($)  

Jerome Eisenberg

     105,000 (2)      80,000        13,269 (3)      198,269  

Didier Delepine

     58,000       80,000              138,000  

John Major

     55,000       80,000              135,000  

Gary Ritondaro

     58,000       80,000              138,000  

Timothy Kelleher

     48,000       80,000              128,000  

Marco Fuchs

                         

 

 

(1) The amounts shown in the “Stock Awards” column represent the full grant date fair value of the RSU awards computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For a discussion of assumptions used to calculate the grant date fair value of the RSU awards shown in the table, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

(2) The amount includes an annual base salary of $55,000 as the non-executive Chairman of the Board.

 

(3) The amount represents payment for life insurance premiums of $11,619 and $1,650 for 401(k) matching contributions.

 

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AUDIT COMMITTEE REPORT

The Audit Committee assists the board of directors in overseeing the accounting and financial reporting processes of the Company, the audits of the financial statements, compliance with legal and regulatory requirements and the qualifications, independence and performance of its independent registered public accounting firm.

Our roles and responsibilities are set forth in a written charter adopted by the board of directors, which is available on the Company’s website at www.orbcomm.com under the heading “Investors” and the subheading “Corporate Governance”. We review and reassess the charter annually, and more frequently as necessary, to address any changes in Nasdaq corporate governance and SEC rules regarding audit committees, and recommend any changes to the board of directors for approval.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is also responsible for establishing and maintaining adequate internal control over financial reporting and evaluating the effectiveness of the Company’s internal control over financial reporting. The Company’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”), is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. Grant Thornton is also responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

We are responsible for overseeing the Company’s accounting and financial reporting processes. In fulfilling our responsibilities for the accounting and financial processes for fiscal year 2017, we:

 

   

reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017 with management and Grant Thornton;

 

   

reviewed and discussed management’s assessment of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for the fiscal year ended December 31, 2017 and Grant Thornton’s audit report on the effectiveness of internal control over financial reporting;

 

   

discussed with Grant Thornton the matters required to be discussed by the Statement on Auditing Standards No. 16, as amended, as adopted by the Public Company Accounting Oversight Board; and

 

   

received the written disclosures and correspondence from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence. We also discussed with Grant Thornton its independence.

For information on fees paid to Grant Thornton for 2017, see “Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm (Proposal 2)”.

We reviewed and approved all audit and audit-related fees and services. In fulfilling our responsibilities, we met with Grant Thornton, with and without management present, to discuss the results of their audit and the overall quality of the Company’s financial reporting and internal control environment. We considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process that we determined appropriate.

Based on our review of the audited financial statements and discussions with, and the reports of, management and Grant Thornton, we recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC.

 

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The Audit Committee has appointed Grant Thornton as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018, subject to the ratification of shareholders.

Audit Committee

Didier Delepine, Chairman

Timothy Kelleher

Gary Ritondaro

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership, reported to us as of March 9, 2018, of our common stock, including shares as to which a right to acquire ownership within 60 days exists (for example, through the exercise of SARs) of each director, each nominee for director, each named executive officer, of such persons and other executive officers as a group and of beneficial owners of 5% or more of our common stock. The business address of the named executive officers and directors is c/o ORBCOMM Inc., 395 West Passaic Street, Suite 325, Rochelle Park, New Jersey 07662. As of March 2, 2018, there were 74,781,616 outstanding shares of our common stock.

 

Name of Beneficial Owner

   Shares of
Common Stock
Owned(1)
     Percentage of Total
Common Stock Held
 

Greater than 5% Stockholders

     

BlackRock, Inc.(2)

     5,969,499        8.0

Portsea Asset Management LLP(3)

     5,657,151        7.6

The Vanguard Group Inc.(4)

     5,582,440        7.5

Wellington Management Group LLP(5)

     4,113,976        5.5

Adage Capital Partners, L.P.(6)

     4,044,209        5.4

Dimensional Fund Advisors LP(7)

     3,948,232        5.3

Named Executive Officers and Directors

     

Marc Eisenberg(8)

     946,965        1.3

Robert G. Costantini(9)

     486,434        *  

John J. Stolte, Jr.(10)

     354,107        *  

Christian G. Le Brun(11)

     347,052        *  

Craig Malone(12)

     109,850        *  

Jerome B. Eisenberg(13)

     1,015,757        1.4

Didier Delepine

     111,718        *  

Marco Fuchs(14)

     2,229,103        3.0

Timothy Kelleher

     90,250        *  

John Major

     111,718        *  

Gary H. Ritondaro

     111,718        *  

All executive officers and directors as a group (11 persons)

     5,914,672        7.8

 

    * Represents beneficial ownership of less than 1% of the outstanding shares of common stock.

 

  (1) Unless otherwise indicated, the amounts shown as being beneficially owned by each stockholder or group listed above represent shares over which that stockholder or group holds sole investment power.

 

  (2) Based on a Schedule 13G/A filed with the SEC on January 29, 2018 by BlackRock, Inc., BlackRock, Inc. reported having sole having sole voting power over 5,827,622 shares and sole dispositive power over 5,969,499 shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

 

  (3) Based on a Schedule 13G filed with the SEC on March 8, 2018 by Portsea Asset Management LLP (“Portsea”), Portsea, as investment advisor to Portsea Master Fund, a sub-fund of Portsea Master Fund SICAV Ltd (“PMF”) and various clients, may be deemed to be the beneficial owner of 5,657,151 shares and PMF may be deemed to beneficially own 3,859,301 shares. Portsea and PMF may be deemed to share voting and dispositive power with respect to shares owned by PMF. The principal business address of Portsea is 17 Dominion Street, London, EC2M 2EF, United Kingdom and the principal business address for PMF is the Trust Office Suite, 5 St. Frederick Street, Valletta VLT 1470, Malta.

 

  (4)

Based on the Schedule 13G/A filed with the SEC by The Vanguard Group Inc. on February 9, 2018, The Vanguard Group Inc. reported having sole voting power over 130,174 shares, sole dispositive power over 5,423,866 shares, shared voting power over 34,200 shares and shared voting power over 185,574 shares.

 

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  Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group Inc., is the beneficial owner of 124,374 shares or 0.16% of the common stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group Inc., is the beneficial owner of 40,000 shares or 0.05% of the common stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. The Vanguard Group Inc.’s address is 100 Vanguard Blvd., Malvern, PA 19355.

 

  (5) Based on a Schedule 13G/A filed with the SEC by the Wellington Management Group LLP (“Wellington”) on February 8, 2018, Wellington, as parent holding company of investment advisers of managed portfolios, and Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP, in their capacity as investment advisers, may each be deemed the beneficial owner of shares held by such managed portfolios. Wellington reported having shared voting power over 3,386,376 shares and shared dispositive power over 4,113,976 shares. The principal business address of Wellington is 280 Congress Street, Boston, MA 02210.

 

  (6) Based on a Schedule 13G/A filed with the SEC by Adage Capital Partners, L.P. (“ACP”) on February 13, 2018, ACP, as a direct owner of common stock, Adage Capital Partners GP, L.L.C. (“ACPGP”), as general partner of ACP, Adage Capital Advisors, L.L.C. (“ACA”), as managing member of ACPGP, and Robert Atchinson and Phillip Gross, each as managing members of ACA, managing members of ACPGP, and general partners of ACP, may each be deemed the beneficial owner of shares held by ACP. ACP reported having shared voting power over 4,044,209 shares and shared dispositive power over 4,044,209 shares. The principal business address of each reporting persons is 200 Clarendon Street, 52nd floor, Boston, MA 02116.

 

  (7) Based on a Schedule 13G/A filed with the SEC by Dimensional Fund Advisors LP on February 9, 2018, Dimensional Fund Advisors LP, in its capacity as investment adviser to four registered investment companies and investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively with the registered investment companies, the “Funds”) and through certain of its subsidiaries, may be deemed the beneficial owner of shares held by the Funds. Dimensional Fund Advisors LP reported having sole voting power over 3,760,615 shares and sole dispositive power over 3,948,232 shares. However, Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. Dimensional Fund Advisors LP’s address is Building One, 6300 Bee Cave Road, Austin, TX 78746.

 

  (8) Includes 378,278 shares of common stock held by Marc Eisenberg. Also includes 568,687 shares of common stock underlying SARs that are currently exercisable.

 

  (9) Includes 203,746 shares of common stock held by Robert G. Costantini. Also includes 282,688 shares of common stock underlying SARs that are currently exercisable.

 

(10) Includes 96,187 shares of common stock held by John J. Stolte, Jr. Also includes 257,920 shares of common stock underlying SARs that are currently exercisable.

 

(11) Includes 83,896 shares of common stock held by Christian G. Le Brun. Also includes 263,156 shares of common stock underlying SARs that are currently exercisable.

 

(12) Includes 35,850 shares of common stock held by Craig E. Malone. Also includes 74,000 shares of common stock underlying SARs that are currently exercisable.

 

(13) Includes 969,998 shares of common stock held by Jerome B. Eisenberg and 15,759 shares of common stock held by Cynthia Eisenberg, Mr. Eisenberg’s wife. Also includes 30,000 shares of common stock underlying SARs that are currently exercisable.

 

(14) Includes 2,168,779 shares of common stock held by OHB SE, and 60,324 shares of common stock held by ORBCOMM Deutschland AG. Mr. Fuchs is Chief Executive Officer of OHB SE which owns ORBCOMM Deutschland AG. Manfred Fuchs, Marco Fuchs and Christa Fuchs hold voting and investment power with regard to the shares held by OHB SE and ORBCOMM Deutschland AG. OHB SE’s address is Universitaetsalle 27-29, Bremen, D-28539, Germany.

 

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COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the material elements of compensation for the following current executives whose compensation is reported in the Summary Compensation Table (our “Named Executive Officers”):

 

   

Marc Eisenberg, Chief Executive Officer and President;

 

   

Robert Costantini, Executive Vice President and Chief Financial Officer;

 

   

John Stolte, Executive Vice President, Technology and Operations;

 

   

Christian Le Brun, Executive Vice President and General Counsel; and

 

   

Craig Malone, Executive Vice President, Product Development.

Compensation Committee

Our Compensation Committee assists our board of directors in fulfilling its responsibilities with respect to oversight and determination of executive compensation and human resources matters, including the compensation of the Named Executive Officers. A description of the Compensation Committee’s composition, functions, duties and responsibilities is set forth in this proxy statement under “Board of Directors and Committees — Compensation Committee”.

The Compensation Committee’s roles and responsibilities are set forth in a written charter which is available on our website at http://investors.orbcomm.com/corporate-governance/documents-and-charters and is available in print to any shareholder upon request.

Introduction

We use base salaries and time-based equity awards to provide current income and retention incentives and a combination of cash and stock-based compensation that reward performance measured against various corporate and individual performance goals based on key business drivers. Our performance targets are based on our annual business plan and we believe that they are established at levels that are achievable if we execute on our business plan. By providing for significant incentives for exceeding certain targets and our business plan, we motivate our Named Executive Officers to achieve strategic business objectives that result in the creation of additional value for our stockholders over the long-term. We believe the general design of our compensation programs, which we have refined over the past several years, provides the appropriate balance for motivating and retaining our Named Executive Officers while providing appropriate rewards for demonstrated performance.

Total Target Pay Mix.    The charts below show the allocation of 2017 target compensation among salary, annual cash bonus and equity-based long-term incentives for (a) our Chief Executive Officer and (b) our other Named Executive Officers (averaged).

 

LOGO   LOGO

For purposes of determining the percentages shown above, it is assumed that:

 

   

the annual cash bonus is earned at target and the discretionary portion is paid in full;

 

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the target number of restricted stock units awarded have a value equal to the market value of the common stock underlying the award on the date of grant (December 13, 2016); and

 

   

the market performance units (“MPUs”) are earned at the applicable target stock price level for each year in the three-year performance period 2017-2019. Only the MPUs granted in December 2016 relating to the 2017-2019 performance period are reflected in the charts above (MPUs granted in prior periods are not reflected in the charts above, although a portion of these awards may overlap with the 2017-2019 performance period MPUs and be earned in 2017 and later years). Since the various performance-based awards have both upside opportunity and downside risk, these percentages may not reflect the actual amounts realized.

Philosophy and Objectives of Compensation Programs

Our executive compensation philosophy is to create a system that rewards executives for performance and focuses our management team on the critical short-term and long-term objectives. The primary objectives of our executive compensation programs are to attract, motivate and retain talented and dedicated executives, to link annual and long-term cash and stock incentives to achievement of specified performance objectives, and to align executives’ incentives with stockholder value creation. To achieve these objectives, the Compensation Committee has implemented compensation programs that make a substantial portion of the executives’ overall compensation contingent upon achieving key short-term business and long-term strategic goals established by our board of directors or the Compensation Committee based on key drivers of our business, such as growth in profitability and revenue. The short-term business and long-term strategic goals consist of the financial performance, as measured by metrics such as Adjusted EBITDA (as defined below) and service and product revenues all of which are important drivers of stockholder value.

The Compensation Committee’s goal is to set executive compensation at levels the committee believes are competitive against compensation offered by other rapidly growing companies of similar size and stage of development against whom we compete for executive talent in the communications industry, while taking into account our performance and our own strategic goals. To align the interests of our executives with those of our stockholders, we design our compensation packages provided to our executives, including our Named Executive Officers, to include both cash and stock-based compensation that reward performance as measured against performance goals that are expected to generate returns for our stockholders, but not for poor performance.

Compensation Committee Consideration of the Company’s 2017 Shareholder Advisory Vote on Executive Compensation

At our 2017 Annual Meeting of Stockholders, 76% of the shares voted on the matter approved our 2016 executive compensation. Based on this endorsement as well as a review by our independent compensation consultant (described below), there were no specific changes made to any component of our 2017 executive compensation programs. The Compensation Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our Named Executive Officers.

Use of Compensation Consultant

Since 2012, our Compensation Committee has regularly engaged Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant for compensation decisions. Meridian was engaged in 2017 to refresh their 2016 analysis in connection with compensation decisions. Meridian provided the Compensation Committee with the following services in 2016 and 2017:

 

   

provided advice on the Company’s compensation peer group (listed below);

 

   

provided compensation data for similarly situated named executive officers from our peer group; and

 

   

reviewed the compensation arrangements for all of our Named Executive Officers and recommended certain salary increases for our Named Executive Officers.

The Compensation Committee determined that Meridian is independent and that the provision of its services to the Compensation Committee did not create any conflicts of interest. The Compensation Committee has the

 

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authority to hire and terminate its compensation consultant. The Company pays the cost for the consultant’s services. The Compensation Committee is responsible for assessing annually the consultant’s independence and whether there are any conflicts of interest. Other than providing services as directed by the Compensation Committee, Meridian did not provide any other services to the Company. Meridian communicated with members of the Compensation Committee, both with and without management present.

Market Assessment

Our Compensation Committee made compensation decisions based on external market data including the peer group information provided by Meridian, the experiences and knowledge of each member, historical pay levels for each executive, historical and/or anticipated future corporate and individual performance, and internal pay equity. The Compensation Committee believed that this comprehensive approach was appropriate for 2017 in order to allow us to maintain a reasonable and responsible cost structure.

In June 2016, Meridian delivered a report to the Compensation Committee that provided the base salary, annual incentive cash bonus opportunities and equity compensation grants for named executive officers employed by the peer group companies.

In 2017, executive compensation was reviewed against a 14-company peer group, which was essentially the 15-company peer group that was established for 2016 (except that Fleetmatics Group plc was acquired by Verizon Communications in 2016 and was eliminated from the peer group for 2017) to provide a sampling of the market, using the following broad criteria given our Company’s unique industry positioning:

Industry, scope of business operations, and organizational complexity: The peer group focuses on the following industry subcategories: alternative carriers, communication equipment, wireless telecommunication services, systems software, internet software and application software related industries.

Organizational size: The peer group focuses on companies with revenues of between approximately $60 million and $700 million (with a median peer group revenue of $177 million) and market capitalization of between approximately $80 million and $2.7 billion (with a median peer group market capitalization of $384 million).

Based on the foregoing criteria, Meridian and the Compensation Committee analyzed the following 14-company peer group:

 

Aerohive Networks Inc.    Ituran Location And Control
CalAmp Corp.    KVH Industries Inc.
The Descartes Systems Group    Lumos Networks Corp.
Digi International Inc.    Numerex Corp.
Globalstar, Inc.    Pctel Inc.
GTT Communications    Spok Holdings, Inc.
Iridium Communications    Telenav Inc.

Although our Compensation Committee does not target any specific benchmark against the compensation levels of the peer companies, the Compensation Committee considers compensation near the 50th percentile generally to be competitive. However, actual compensation may be above or below median to reflect company performance and each Named Executive Officer’s role relative to peers, as well as individual performance and potential. The Compensation Committee also considers the mix of elements and compensation strategies used by these peer companies as part of its comprehensive approach to establishing executive compensation. In December 2017, Meridian provided an updated report of base salaries, annual incentive cash bonus opportunities and equity compensation grants for named executive officers of the peer group companies.

 

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Elements of Compensation

Base Salary.    Base salaries are determined on an individual basis, are based on job responsibilities and individual contribution and are intended to provide our executives with current income. Base salaries for our Named Executive Officers are reviewed annually and may be adjusted to reflect any changes in job responsibilities and individual contribution, as well as competitive conditions in the market for executive talent.

Our Chief Executive Officer proposes new base salary amounts for the other Named Executive Officers to the Compensation Committee for approval based on following:

 

   

an evaluation of individual performance and expected future contributions;

 

   

a goal to ensure competitive compensation against the external market; and

 

   

comparison of the base salaries of the executive officers who report directly to our Chief Executive Officer to ensure internal equity.

For the 2017 fiscal year, the Compensation Committee decided to maintain the base salaries of Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone at the same levels established on August 1, 2016 based on the recommendations of Meridian and other inputs. In December 2017, the Compensation Committee decided to raise Mr. Malone’s base salary from $255,000 to $275,000, effective January 1, 2018, based primarily on Meridian’s recommendation, competitive market considerations, job responsibilities and individual contribution. The other Named Executive Officers’ base salaries for the 2018 fiscal year are currently at the same level as established on August 1, 2016.

Annual Cash Bonus.    Annual cash bonuses are designed to align employees’ goals with the Company’s financial objectives for the current year and to reward individual performance. These objectives include financial performance targets such as Adjusted EBITDA, Service Revenues and Product Revenues. Our Compensation Committee defines Adjusted EBITDA as earnings attributable to ORBCOMM Inc., before interest income (expense), provision for income taxes, loss on extinguishment of debt and depreciation and amortization, adjusted for stock-based compensation expense, net income attributable to non-controlling interests, impairment charges, non-capitalized satellite launch and in-orbit insurance, acquisition-related and integration costs and other special items. These performance measures were selected to align employees’ goals with key drivers of our business, such as growth in profitability and revenues, all of which are important drivers of stockholder value. These performance measures are primarily objective criteria that can be readily measured and generally do not require subjective determinations. The annual cash bonus also includes discretionary amounts which may be paid based on completion of key projects. Pursuant to their employment arrangements, each Named Executive Officer is eligible to receive a target annual cash bonus, payable in cash based on a percentage of his base salary determined by the Compensation Committee each year, subject to achieving certain performance targets. For the 2017 fiscal year, the Compensation Committee set each Named Executive Officer’s target bonus opportunity (which is described in the table below) based on competitive market and internal pay equity considerations.

 

     2017 Annual Cash Bonus  
     Approximate % of base
salary at Target
    Payment amounts at Target  

Marc Eisenberg

     100   $ 500,000  

Robert Costantini

     95   $ 304,000  

John Stolte

     70   $ 192,500  

Christian Le Brun

     70   $ 185,500  

Craig Malone

     61   $ 155,550  

On December 13, 2016, our Compensation Committee established 2017 financial performance targets for which annual bonuses would be paid to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone based on achieving those targets.

 

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The 2017 financial performance targets for each of Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone, and the relative weighting of such performance targets as a percentage of the annual bonuses are set forth in the following table:

 

2017 Performance targets

   Marc
Eisenberg
    Robert
Costantini
    John
Stolte
    Christian
Le Brun
    Craig
Malone
 

Fiscal 2017 Adjusted EBITDA

     55     55     55     55     55

Service Revenues

     15     15     15     15     15

Product Revenues

     15     15     15     15     15

Discretionary

     15     15     15     15     15
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     100     100     100     100     100

For 2017, bonuses were not earned unless at least a threshold level of performance was achieved (i.e., 87% of target for Fiscal 2017 Adjusted EBITDA, 96% of target for Service Revenues and 82% of target for Product Revenues). Achieving threshold performance for each of the Fiscal 2017 Adjusted EBITDA, Service Revenues and Product Revenues performance measures would result in payment of 50% of the award payable for target performance for each of the Named Executive Officers.

For 2017, achieving maximum performance of the Fiscal 2017 Adjusted EBITDA performance measure (i.e., 113% of target for Fiscal 2017 Adjusted EBITDA) would result in payment of approximately 244% of the award payable for target performance for Messrs. Eisenberg and Costantini and approximately 175% of the award payable for target performance for Messrs. Stolte, Le Brun and Malone. For performance between threshold and target performance levels, the award payable for all the Named Executive Officers would be calculated on a linear sliding scale basis. For performance between target and maximum performance levels, the award payable would be calculated on a sliding scale basis which increases more rapidly when actual performance exceeds the target performance level. For Messrs. Eisenberg and Costantini, the sliding scale increases at a higher percentage rate than the sliding scale applicable to Messrs. Stolte, Le Brun and Malone.

Achieving maximum performance of the Service Revenues performance measure (i.e., 104% of target) and Product Revenue performance measure (i.e., 118% of target) would result in payment of 200% of the award payable for target performance for Messrs. Eisenberg and Costantini and approximately 175% of the award payable for target performance for Messrs. Stolte, Le Brun and Malone. For performance between threshold and target performance levels, the award payable for all the Named Executive Officers would be calculated on a linear sliding scale basis. For performance between target and maximum performance levels, the award payable would be calculated on a linear sliding scale basis for Messrs. Eisenberg and Costantini and on a sliding scale basis which increases more rapidly when actual performance exceeds the target performance level for Messrs. Stolte, Le Brun and Malone.

The following tables summarize the payouts at the threshold, target and maximum performance levels with respect to the Fiscal 2017 Adjusted EBITDA, Service Revenues and Product Revenues performance measures for each of the Named Executive Officers:

Fiscal 2017 Adjusted EBITDA

 

      Threshold
(87% of
Target)
     Target      Maximum
(113% of
Target)
 

Marc Eisenberg

   $ 137,500      $ 275,000      $ 671,387  

Robert Costantini

   $ 84,800      $ 169,600      $ 414,063  

John Stolte

   $ 52,663      $ 105,325      $ 184,214  

Christian Le Brun

   $ 50,748      $ 101,495      $ 177,515  

Craig Malone

   $ 42,917      $ 85,833      $ 150,122  

 

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Service Revenues

 

      Threshold
(96% of
Target)
     Target      Maximum
(104% of
Target)
 

Marc Eisenberg

   $ 37,500      $ 75,000      $ 150,000  

Robert Costantini

   $ 22,400      $ 44,800      $ 89,600  

John Stolte

   $ 14,529      $ 29,058      $ 50,823  

Christian Le Brun

   $ 14,001      $ 28,002      $ 48,976  

Craig Malone

   $ 11,618      $ 23,236      $ 40,640  

Product Revenues

 

     Threshold
(82% of
Target)
     Target      Maximum
(118% of
Target)
 

Marc Eisenberg

   $ 37,500      $ 75,000      $ 150,000  

Robert Costantini

   $ 22,400      $ 44,800      $ 89,600  

John Stolte

   $ 14,529      $ 29,058      $ 50,823  

Christian Le Brun

   $ 14,001      $ 28,002      $ 48,976  

Craig Malone

   $ 11,618      $ 23,236      $ 40,640  

On February 13, 2018, our Compensation Committee awarded the discretionary bonus component for Messrs. Eisenberg, Costantini, Le Brun and Malone, in full based on completion of certain key projects, such as integration of acquisitions and new products and services development and effective upon completion of the 2017 fiscal year financial audit confirming the 2017 performance target results presented to the Compensation Committee (which occurred on March 1, 2018). Our Compensation Committee did not award any part of the discretionary bonus component to Mr. Stolte.

2017 Financial Performance Targets and Results

 

Performance targets

  Threshold
target (approx.)
     Target      Maximum
target (approx.)
     Actual Performance

Fiscal 2017 Adjusted EBITDA

  $ 46,000,000      $ 53,000,000      $ 60,000,000      Achieved approx.
$45,000,000(1)

Service Revenues

  $ 115,000,000      $ 120,000,000      $ 125,000,000      Achieved approx.
$135,000,000

Product Revenues

  $ 70,000,000      $ 85,000,000      $ 100,000,000      Achieved approx.
$119,000,000(2)

Discretionary

   

Based on completion of certain key projects
based on the Compensation Committee’s
determination
 
 
 
   Achieved(3)

 

(1) While the Company reported Adjusted EBITDA of approximately $45,000,000 in 2017, our Compensation Committee determined that for purposes of 2017 cash and equity performance awards, it would be appropriate to exclude certain unbudgeted expenses to pursue large scale customer deployments and growth opportunities, which otherwise reduced Adjusted EBITDA, in determining that the Adjusted EBITDA performance target for 2017 had been achieved at a level of $49,500,000.

 

(2) While the Company reported Product Revenues of approximately $119,000,000 in 2017, our Compensation Committee determined that for purposes of 2017 cash and equity performance awards, it would be appropriate to exclude Product Revenues associated with the large scale customer deployments whose unbudgeted expenses were excluded from Adjusted EBITDA, as described in footnote 1 above, which otherwise increased Product Revenue, in determining that the Product Revenue performance target for 2017 had been achieved at a level of $92,500,000.

 

(3) Other than for Mr. Stolte.

 

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On February 13, 2018, our Compensation Committee determined that the following performance-based annual incentive bonus payout amounts relating to achievement against 2017 financial performance targets would be paid to the Named Executive Officers, effective upon completion of the 2017 fiscal year financial audit confirming the 2017 performance target results presented to the Compensation Committee (which occurred on March 1, 2018):

 

2017 Performance targets

   Marc
Eisenberg
     Robert
Costantini
     John
Stolte
     Christian
Le Brun
     Craig
Malone
 

Fiscal 2017 Adjusted EBITDA

   $ 206,250      $ 127,200      $ 78,994      $ 76,093      $ 64,391  

Service Revenues

     150,000        89,600        50,839        48,991        40,630  

Product Revenues

     112,500        67,200        38,414        37,044        30,722  

Discretionary

     75,000        44,800               28,002        23,236  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $543,750      $328,800      $168,247      $190,130      $158,979  

For purposes of illustrating the payout amount for Mr. Le Brun (whose base salary as of the end of fiscal year 2017 was $265,000) with respect to the Product Revenues performance measure, the calculation (with 2017 Product Revenues of $92,500,000, which exceeded the target level of $85,000,000) is as follows:

Mr. Lebrun’s target payout amount for the Product Revenues performance measure is calculated as approximately 10.5% of his base salary, or $28,011. The $28,011 is then multiplied by a factor of approximately 132%, representing a premium to reflect the $7,500,000 of Product Revenues attained in excess of the $85,000,000 target, resulting in a payout amount of $37,044.

2018 Financial Performance Targets

On December 12, 2017, our Compensation Committee established 2018 financial performance targets for which annual bonuses will be paid to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone based on achieving financial performance targets. The 2018 annual target bonus opportunities as a percentage of base salary are set forth in the following table:

 

     2018 Annual Cash Bonus  
     Approximate % of base
salary at Target
    Payment amounts at Target  

Marc Eisenberg

     100   $ 500,000  

Robert Costantini

     95   $ 304,000  

John Stolte

     50   $ 137,500  

Christian Le Brun

     70   $ 185,500  

Craig Malone

     60   $ 165,750  

The 2018 financial performance targets and the relative weighting of such performance targets as a percentage of the annual bonuses are substantially similar to those for 2017 and are set forth in the following table:

 

2018 Performance targets

   Marc
Eisenberg
    Robert
Costantini
    John
Stolte
    Christian
Le Brun
    Craig
Malone
 

Fiscal 2018 Adjusted EBITDA

     55     55     55     55     55

Service Revenues

     15     15     15     15     15

Product Revenues

     15     15     15     15     15

Discretionary

     15     15     15     15     15
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     100     100     100     100     100

 

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Long-Term Equity-Based Incentives.    In addition to the short-term cash compensation payable to our Named Executive Officers, our Compensation Committee believes that the interests of our stockholders are best served when a substantial portion of our Named Executive Officers’ compensation is comprised of equity-based and other long-term incentives that appreciate in value contingent upon increases in the share price of our common stock and other indicators that reflect improvements in business fundamentals. Therefore, it is our Compensation Committee’s intention to make grants of equity-based awards to our Named Executive Officers and other key employees at such times and in such amounts as may be required to accomplish the objectives of our compensation programs. Please see the Grants of Plan Based awards table and the accompanying narrative disclosures set forth in this proxy statement for more information regarding the grants of equity plan-based awards to our Named Executive Officers in fiscal year 2017.

For the equity-based and other long-term incentives, the table below summarizes the allocation of equity-based awards granted for fiscal year 2018 to each of our Named Executive Officers among performance-based restricted stock units (“RSUs”), time-based RSUs and market performance units (“MPUs”) and the grant date values for each type of award:

 

    Performance-
Based Restricted Stock
Units
    Time-Based Restricted Stock Units     Market Performance Units  
    % of Long-Term
Equity Based
Incentives at
Target
    Grant-date value
at Target(1)
    % of Long-Term
Equity Based
Incentives at
Target
    Grant-date value
at Target(1)
    % of Long-Term
Equity Based
Incentives at
Target
    Grant-date value
at Target(2)
 

Marc Eisenberg

    37   $ 325,000       37   $ 325,000       26   $ 225,000  

Robert Costantini

    26   $ 75,000       26   $ 75,000       48   $ 144,000  

John Stolte

    25   $ 62,505       25   $ 62,495       50   $ 123,750  

Christian Le Brun

    26   $ 62,505       26   $ 62,495       48   $ 119,250  

Craig Malone

    22   $ 50,000       22   $ 50,000       56   $ 123,750  

 

(1) The amounts set forth in the “Grant-date value at Target” column for performance-based and time-based RSUs represent the market value of the common stock underlying the RSUs on the date of grant.
(2) The amounts set forth in the “Grant-date value at Target” column for the MPUs represent the dollar value of the award assuming the stock price achieves the applicable target stock price level for each year in the three-year performance period 2018-2020.

We have not timed grants of equity-based awards in coordination with the release of non-public information nor have we timed the release of non-public information for the purpose of affecting the value of executive compensation.

Under the 2016 Long Term Incentives Plan (“2016 LTIP”), the Compensation Committee has the ability to provide a number of equity-based awards, including RSUs, SARs, stock options, common stock, restricted stock, MPUs and performance shares to promote our long-term growth and profitability. Since 2016, our equity based incentives have been a mix of RSUs (performance-based and time-based) and MPUs. This combination of equity-based incentives is intended to benefit stockholders by enabling us to better attract and retain top talent in a marketplace where such incentives are prevalent. We believe that RSUs and MPUs provide effective vehicles for promoting a long-term share ownership perspective for our senior management and employees and closely align the interests of senior management and employees with our achievement of longer-term financial objectives that enhance stockholder value, while at the same time limiting the dilutive effects of granting stock options. Our stock compensation plan is the principal method by which our executive officers acquire equity or equity-based interests in us.

2017 Time-based and Performance-based RSU grants.    A restricted stock unit, or RSU, is a contractual right to receive at a specified future vesting date an amount in respect of each RSU based on the fair market value on such date of one share of our common stock, subject to such terms and conditions as the Compensation Committee may establish. RSUs that become payable in accordance with their terms and conditions will be settled in cash, shares of our common stock, or a combination of cash and our common stock, as determined by the Compensation Committee. The Compensation Committee may provide for the accumulation of dividend

 

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equivalents in cash, with or without interest, or the reinvestment of dividend equivalents in our common stock held subject to the same conditions as the RSU and such terms and conditions as the Compensation Committee may determine. No participant who holds RSUs will have any ownership interest in the shares of common stock to which such RSUs relate until and unless payment with respect to such RSUs is actually made in shares of common stock. Vested and unvested RSUs awarded to certain of our employees, including our Named Executive Officers, will be subject to forfeiture in the event such employees breach their non-competition and/or non-solicitation covenants set forth in their award agreements and unvested RSUs are subject to cancellation if, prior to vesting, such employees ceased to be employed by us for any reason.

On December 13, 2016, the Compensation Committee granted time-based RSUs under the 2016 LTIP, which vested on January 1, 2018. The Compensation Committee granted the following amounts of time-based RSUs to our Named Executive Officers: (i) Mr. Eisenberg — 27,292; (ii) Mr. Costantini — 8,188; (iii) each of Messrs. Stolte and Le Brun — 6,823; and (iv) Mr. Malone — 5,458. On December 13, 2016, the Compensation Committee granted performance-based RSUs under the 2016 LTIP relating to 2017 financial performance targets that we believe are important to our long-term success. Each of the fiscal 2017 performance target components and the percentages for each component with respect to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone are the same as those for their 2017 annual cash bonuses described above under “— Annual Cash Bonus”. The Compensation Committee, in consultation with management, linked target performance levels to these measures, as we believe that each of them is an important factor in our revenue growth and for sustaining our business model. The Compensation Committee granted the following amounts of performance-based RSUs to our Named Executive Officers: (i) Mr. Eisenberg — 27,293; (ii) Mr. Costantini — 8,188; (iii) each of Messrs. Stolte and Le Brun — 6,823; and (iv) Mr. Malone — 5,459.

On February 13, 2018, our Compensation Committee determined that performance-based RSU awards granted to the Named Executive Officers on December 13, 2016 would vest based on achievement of the applicable target levels described above under “2017 Financial Targets and Results”, effective upon completion of the 2017 fiscal year financial audit confirming the 2017 performance target results presented to the Compensation Committee (which occurred on March 1, 2018), as set forth below:

 

2017 Performance targets

   Marc
Eisenberg
     Robert
Costantini
     John
Stolte
     Christian
Le Brun
     Craig
Malone
 

Fiscal 2017 Adjusted EBITDA

     11,258        3,378        2,814        2,814        2,252  

Service Revenues

     4,094        1,229        1,024        1,024        819  

Product Revenues

     4,094        1,228        1,023        1,023        819  

Discretionary

     4,094        1,228               1,023        819  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     23,540        7,063        4,861        5,884        4,709  

2018 Time-based and Performance-based RSU grants. On December 12, 2017, the Compensation Committee granted the following amount of time-based RSUs to our Named Executive Officers: Mr. Eisenberg — 32,565; Mr. Costantini — 7,530; Messrs. Stolte and Le Brun — 6,262 each; and Mr. Malone — 5,010. These time-based RSUs vest on January 1, 2019.

The Compensation Committee believes that the vesting periods in connection with these time-based RSU awards are appropriate because they are intended to help retain employees, including executives, by rewarding them for continued service with us.

On December 12, 2017, the Compensation Committee granted performance-based RSUs under the 2016 LTIP relating to 2018 financial performance targets that we believe are important to our long-term success. Each of the fiscal 2018 performance target components and the percentages for each component with respect to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone are the same as those for their 2018 annual cash bonuses described above under “— Annual Cash Bonus”. The Compensation Committee, in consultation with management and its independent compensation consultant, linked target performance levels to these measures, as we believe that each of them is an important factor in our revenue growth and for sustaining our business model. The Compensation Committee granted the following awards of performance-based RSUs to our Named Executive Officers: (i) Mr. Eisenberg — 32,565; (ii) Mr. Costantini — 7,530; (iii) each of Messrs. Stolte and Le

 

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Brun — 6,263; and (iv) Mr. Malone — 5,010. The 2018 performance-based RSUs will be paid in 2019 dependent upon achieving financial performance targets for 2018.

The Compensation Committee believes that the vesting periods in connection with these performance-based RSU awards are appropriate because they allow the Compensation Committee to formulate performance targets annually that are aligned with our dynamic business plans and external factors.

MPU Grants.    A market performance unit, or MPU is a long-term equity-based award denominated in dollars representing up to 45% of the grantee’s base salary, which vests based on achieving stock price targets over a specified three-year performance period. One-third of the MPUs will vest at the end of each one-year performance period if the Company meets the specified stock price target. The value of the MPUs that will be earned each year ranges from 7.5% to 15% of each of the Named Executive Officers’ base salary for the year in which the MPUs were granted depending on the Company’s stock price performance for that year above the specified minimum target price. Under the terms of the MPUs, the annual stock price is calculated by using the average daily closing price of the Company’s common stock for 20 trading days preceding December 31 of the relevant fiscal year. The payout amounts for the MPUs may be paid in cash, stock or a combination of both as determined by the Compensation Committee. If paid in common stock, the payout amount will be calculated based upon the fair market value of the Company’s common stock on the trading day immediately preceding the payout date. Payment whether paid in cash, common stock or a combination of both must be paid by March 15th of the calendar year immediately following the year in which each performance period ends. If the stock price at the end of each annual year is below the minimum stock price, the payout amounts will be zero. If the stock price meets the minimum stock price for each year, the payout amount will be equal to 7.5% of the grantee’s base salary for the year in which the MPUs were granted. If the stock price falls between the minimum and target stock price for each year, the payout amounts will be interpolated on a straight-line basis between the minimum and target stock prices.

MPUs 2015-2017 Performance Cycle. On December 17, 2014, the Compensation Committee granted MPUs to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2017 (the “2015-2017 MPUs”). On January 1, 2016, the first third of the 2015-2017 MPUs vested based on the stock price performance for 2015 exceeding the specified target price of $7.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2015 base salaries and were paid solely in cash: Mr. Eisenberg — $67,500; Mr. Costantini — $46,500; Mr. Stolte — $38,700; Mr. Le Brun — $36,750; and Mr. Malone — $33,750. On January 1, 2017, the second third of the 2015-2017 MPUs vested based on the stock price performance for 2016 exceeding the specified target price of $8.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2015 base salaries and were paid solely in cash: Mr. Eisenberg — $67,500; Mr. Costantini — $46,500; Mr. Stolte — $38,700; Mr. Le Brun — $36,750; and Mr. Malone — $33,750. On January 1, 2018, the final third of the 2015-2017 MPUs vested based on the stock price performance for 2017 exceeding the specified target price of $9.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2015 base salaries ($67,500, $46,500, $38,700, $36,750 and $33,750, respectively) and were paid in 6,631 shares, 4,568 shares, 3,802 shares, 3,610 shares and 3,315 shares of common stock, respectively, based on the closing price of our common stock on December 29, 2017 of $10.18 per share.

MPUs 2016-2018 Performance Cycle. On December 15, 2015, the Compensation Committee granted MPUs to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2018 (the “2016-2018 MPUs”). On January 1, 2017, the first third of the 2016-2018 MPUs vested based on the stock price performance for 2016 exceeding the specified target price of $7.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2016 base salaries and were paid solely in cash: Mr. Eisenberg — $67,500; Mr. Costantini — $46,500; Mr. Stolte — $38,700; Mr. Le Brun — $36,750; and Mr. Malone — $33,750. On January 1, 2018, the second third of the 2016-2018 MPUs vested based on the stock price performance for 2017 exceeding the specified target price of $8.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2016 base salaries ($67,500, $46,500, $38,700, $36,750 and $33,750,

 

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respectively) and were paid in 6,631 shares, 4,568 shares, 3,802 shares, 3,610 shares and 3,315 shares of common stock, respectively, based on the closing price of our common stock on December 29, 2017 of $10.18 per share.

MPUs 2017-2019 Performance Cycle. On December 13, 2016, the Compensation Committee granted MPUs to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2019 (the “2017-2019 MPUs”). On January 1, 2018, the first third of the 2017-2019 MPUs vested based on the stock price performance for 2017 exceeding the specified target price of $9.00 per share. The payout amounts for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone were 15% of their respective 2017 base salaries ($75,000, $48,000, $41,250, $39,750 and $38,250, respectively) and were paid in 7,367 shares, 4,715 shares, 4,052 shares, 3,905 shares and 3,757 shares of common stock, respectively, based on the closing price of our common stock on December 29, 2017 of $10.18 per share.

MPUs 2018-2020 Performance Cycle. On December 12, 2017, the Compensation Committee granted MPUs to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone for the three-year performance period which ends on December 31, 2020.

Health and Welfare Benefits

Our Named Executive Officers participate in a variety of retirement, health and welfare, and vacation benefits designed to enable us to attract and retain our workforce in a competitive marketplace. Health and welfare and vacation benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Generally, these programs are the same offered to all employees.

Perquisites

Our Named Executive Officers are provided a limited number of perquisites whose primary purpose is to minimize distractions from the executives’ attention to the Company’s business.

The principal perquisites offered to our Named Executive Officers are car allowances and life insurance premiums. Please see the Summary Compensation Table and accompanying narrative disclosures set forth in this proxy statement for more information on perquisites and other personal benefits we provide to our Named Executive Officers.

401(k) Plan

We maintain a 401(k) retirement plan intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). The plan is a defined contribution plan that covers all our employees who have been employed for three months or longer, beginning on the date of employment. Employees may contribute up to 15% of their eligible compensation (subject to certain limits) as pretax, salary deferral contributions. In addition, the plan contains a discretionary contribution component pursuant to which we may make an additional annual contribution. Contributions made by us vest over a five-year period from the employee’s date of employment. We match the amount contributed by each employee up to 3% of the employee’s salary.

Employee Stock Purchase Plan

We maintain the ORBCOMM Inc. Employee Stock Purchase Plan (“ESPP”) for certain eligible employees (including all of our Named Executive Officers), as approved by our stockholders on April 20, 2016. Our ESPP provides eligible employees with the opportunity to acquire our common stock through periodic payroll deductions, at up to 15% discount for each share of common stock, subject to certain conditions and limitations. No matching company contributions are made to our ESPP. Our ESPP is structured in the U.S. as a qualified employee stock purchase plan under Code Section 423. In order to qualify for favorable U.S. federal income tax treatment, the required holding period for stock purchased our ESPP is the later of either: (i) two years after the purchase right is granted or (ii) one year after the purchase right is exercised and the common stock is purchased. No purchase rights may be granted, unless such grant is compliant with relevant federal law and our insider trading policy.

 

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Severance and Change in Control Benefits

Severance and change in control benefits are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. The severance and change in control benefits found in the Named Executive Officers’ employment agreements are designed to encourage employees to remain focused on our business in the event of rumored or actual fundamental corporate changes.

Severance Benefits.    Our employment agreements with the Named Executive Officers provide that upon an involuntary termination of employment will pay to the terminated Named Executive Officer cash severance and other benefits in an amount consistent with competitive practice. These benefits include continued base salary payments for a period of one year for all of the Named Executive Officers , and in certain instances health insurance coverage (typically for a one-year or shorter period). Severance benefits are intended to ease the financial consequences to a Named Executive Officer due to an unplanned termination of employment. We benefit by requiring a general release from a separated Named Executive Officer employees. In addition, we have included post-termination non-compete and non-solicitation covenants in certain individual employment agreements.

Change in Control Benefits.    Our employment agreements with the Named Executive Officers provide for change in control benefits of continued base salary payments for a period of eighteen months for all of the Named Executive Officers, and in certain instances health insurance coverage, health care coverage (typically for an 18 month or shorter period). Under the 2006 Long-Term Incentives Plan (the “2006 LTIP”) and the award agreements under that plan, our stock options, RSUs, SARs and MPUs generally vest upon a change in control with a specified minimum price threshold, whether or not time vesting requirements or performance targets have been achieved. Under the employment arrangements with our Named Executive Officers, other change in control benefits generally require a change in control, followed by a termination of or change in an executive’s employment, a so-called “double” trigger mechanism. In adopting the so-called “single” trigger treatment for equity-based awards, we were guided by a number of principles: being consistent with current market practice among communications company peers; and keeping employees relatively whole for a reasonable period but avoid creating a “windfall”. Single trigger vesting ensures that ongoing employees are treated the same as terminated employees with respect to outstanding equity-based grants. Single trigger vesting provides employees with the same opportunities as stockholders, who are free to sell their equity at the time of the change in control event and thereby realize the value created at the time of the change in control transaction. Single trigger vesting on performance-based equity awards, in particular, is appropriate given the difficulty of replicating the underlying performance goals.

Under the 2016 LTIP, unless otherwise provided in the award agreement, (i) unvested awards that are assumed or otherwise replaced in the change in control transaction with an award that is substantially comparable will include a “double” trigger vesting, requiring a termination of employment without cause or for good reason within two years after a change in control and (ii) unvested awards that are not assumed or replaced with substantially comparable awards will have a “single” trigger vesting, which will fully vest the award upon the change in control. Any awards subject to performance goals will be vested as if the performance goal had been achieved at target (regardless of actual performance) and prorated to reflect the portion of the performance period elapsed as of the vesting date. A change in control is defined under the 2016 LTIP as an event that would be considered a “change in control” under Section 409A of the Code and no longer includes the minimum price threshold that applies under the 2006 LTIP. While we believe the “double” trigger vesting of equity-based awards may be more appropriate where the expected benefits of the unvested equity-based awards are preserved for employees following the change in control transaction, we continue to believe that “single” trigger vesting of equity-based awards is still appropriate under certain circumstances for the reasons described above. Accordingly, the award agreements for current awards made under the 2016 LTIP include “single” trigger vesting provisions.

Clawback Policy

The Company has adopted an Executive Incentive Compensation Recoupment Policy, or clawback policy, applicable to incentive compensation (i.e., cash bonus or equity based awards based on achievement of a

 

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performance metric) that are subsequently the subject of certain material restatements of financial statements, and incentive compensation based on materially inaccurate financial or performance measurements. The clawback policy is applicable to all executive officers subject to Section 16 of the Exchange Act, including the Named Executive Officers. The clawback policy extends to incentive compensation awarded within three completed fiscal years immediately preceding the date on which a material restatement is required or within three completed fiscal years immediately preceding the date on which the Compensation Committee determines that incentive compensation based on materially inaccurate financial or performance measurements has been awarded or paid. Employees covered under the clawback policy shall also be subject to any additional “clawback” or recoupment requirements required by applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section  304 of the Sarbanes-Oxley Act.

Tax and Accounting Implications

One of the factors that the Compensation Committee considers when determining executive compensation is anticipated tax treatment to the Company and to the Named Executive Officers of the various payments and benefits, including under Sections 162(m) and 409A of the Code.

Deductibility of Executive Compensation

Section 162(m) of the Code (“Section 162(m)”) limits our tax deductions relating to the compensation paid to certain Named Executive Officers, unless the compensation is performance-based, the material terms of the applicable performance goals are disclosed to and approved by our stockholders and the other requirements of Section 162(m) are also satisfied. While the Compensation Committee generally considers this limit when determining compensation, the Compensation Committee reserves the right to use its business judgment to authorize compensation payments that may exceed the limitation on deductibility under Section 162(m) when the Compensation Committee believes that such payments are appropriate and when such actions are consistent with our best interests and the best interests of our stockholders. Furthermore, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control, may also affect the deductibility of compensation.

Our 2006 LTIP received stockholder approval and, to the extent applicable, was prepared with the intention that our incentive compensation may qualify as performance-based compensation under Section 162(m). Similarly, the 2016 LTIP received stockholder approval, and to the extent applicable, was prepared with the intention that incentive compensation under the plan may qualify as performance-based compensation under Section 162(m). However, effective for taxable years beginning after December 31, 2017, the Section 162(m) performance-based exception has been repealed, subject to limited transition relief applicable to certain arrangements in place as of November 2, 2017. While we intend to continue to rely on the performance-based exception to the extent it is still available, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for Section 162(m) performance-based compensation exception will be met. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

While we intend to continue to rely on performance-based compensation programs in making executive compensation decisions, the Compensation Committee will consider the relevant facts and circumstances, including the tax deductibility of such compensation, to provide executive compensation that is in our best interests and the best interests of our shareholders.

Certain Awards Deferring or Accelerating the Receipt of Compensation

Section 409A of the Code, imposes requirements applicable to “nonqualified deferred compensation plans”. If a nonqualified deferred compensation plan subject to Section 409A fails to meet, or is not operated in accordance with, these new requirements, then all compensation deferred under the plan may become immediately taxable. We intended that awards granted under the 2006 LTIP comply with the requirements of Section 409A and intend to administer and interpret the 2006 LTIP in such a manner. Similarly, we intend that

 

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awards granted under the 2016 LTIP will comply with the requirements of Section 409A and intend to administer and interpret the 2016 LTIP in such a manner.

Role of Executives and Others in Establishing Compensation

During 2017 our Chief Executive Officer, Mr. Eisenberg, reviewed the performance of the Named Executive Officers (other than his own, which was reviewed by the Compensation Committee), and met on a case-by-case basis with each of the other Named Executive Officers to discuss proposed salary adjustments and annual award amounts, which were then presented to the Compensation Committee for approval. The Compensation Committee can exercise discretion in modifying any recommended adjustments or awards to executives. Mr. Eisenberg in his capacity as Chief Executive Officer, attended meetings of the Compensation Committee in 2017.

Hedging Policy

As part of its insider trading policy, the Company has adopted a prohibition on directors, officers and employees of the Company (i) trading in derivative securities of the Company, unless specifically approved in advance in writing by the Company, and (ii) any short selling of the Company’s stock. Although the Company does not have a specific policy on directors and executive officers pledging shares of stock, under the Company’s insider trading policy, any transaction involving Company stock by a director or an executive officer, including pledges of shares, must be pre-cleared in advance by the Company. There are currently no outstanding pledges of our stock by any of our directors or executive officers.

 

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussion, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2017.

Compensation Committee

John Major, Chairman

Timothy Kelleher

Gary Ritondaro

 

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

 

Name and Principal Position

  Year     Salary
$
    Bonus
$(1)
    Stock
Awards
$(2)
    Option
Awards
$(3)
    Non-Equity
Incentive Plan
Compensation
$(4)
    All other
Compensation
$(5)
    Total
$
 

Marc Eisenberg

    2017       500,000       75,000       759,997       145,500       468,750       24,846       1,974,093  

Chief Executive Officer

    2016       470,833       50,000       584,999             386,995       30,773       1,523,600  
    2015       450,000       45,000       612,498             502,727       25,740       1,635,965  

Robert Costantini

    2017       320,000       44,800       220,699       145,500       284,000       18,858       1,033,557  

Executive Vice President

    2016       314,167       30,389       204,404             236,003       19,446       804,409  

and Chief Financial

    2015       310,000       29,440       227,494             330,541       16,846       914,321  

Officer

               

John J. Stolte, Jr.

    2017       275,000             185,499             168,247       11,475       640,221  

Executive Vice

    2016       265,083       19,137       171,746             139,323       11,043       606,332  

President-Technology

    2015       258,000       17,954       189,496             180,131       8,825       654,406  

and Operations

               

Christian G. Le Brun

    2017       265,000       28,002       183,300             162,128       7,619       646,049  

Executive Vice President

    2016       253,333       18,987       170,047             142,805       8,019       593,191  

and General Counsel

    2015       245,000       17,554       186,246             158,133       9,100       616,033  

Craig Malone

    2017       255,000       23,236       160,500             135,743       9,609       584,088  

Executive Vice President

    2016       237,500       15,612       143,350             120,995       8,007       525,464  

Product Development (6)

    2015       225,000       13,776       156,248             137,582       8,521       541,127  

 

 

(1) The amounts set forth in the “Bonus” column represents cash amounts of the discretionary portions of the 2017, 2016 and 2015 performance-based annual incentive awards which were paid following the Compensation Committee’s determination of the final amounts earned by the Named Executive Officers.

 

(2) The amounts set forth in the “Stock Awards” column for 2017, 2016 and 2015 represent the aggregate grant date fair values of performance-based RSU awards and MPU awards to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For performance-based RSU awards and MPU awards such amounts are based on the probable outcome of the performance conditions as of the grant date. For the MPUs such amounts are based on the vesting of 100% of the MPUs awarded based on achieving the target stock price level. For a discussion of the assumptions used to calculate the grant date fair value of an RSU award and an MPU award shown in the “Stock Awards” column, see Note 4 in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity-Based Incentives and Annual Cash Bonuses” for a further discussion regarding RSU and MPU awards in 2017, 2016 and 2015 and the Outstanding Equity Awards at 2017 Fiscal Year-End Table for a further discussion regarding outstanding RSU and MPU awards. The amounts shown may not correspond to the actual value that may be realized by the named executive officers.

 

(3) The amounts set forth in the “Options Awards” column represent the aggregate grant date fair values of time-based SAR awards to Messrs. Eisenberg and Costantini computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. For a discussion of the assumptions used to calculate the grant date fair value of the SAR awards shown in the “Options Awards” column, see Note 4 in our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity-Based Incentives” for a further discussion regarding SAR awards in 2017, 2016 and 2015 and the Outstanding Equity Awards at 2017 Fiscal Year-End Table for a further discussion regarding outstanding SAR awards.

 

(4)

The amounts set forth in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus amounts with respect to the other portions of the 2017, 2016 and 2015 performance-based

 

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  annual incentive awards paid to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone under the terms of their respective employment arrangements. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity-Based Incentives” for a further discussion regarding the 2017 annual incentive payments.

 

(5) The amounts set forth in the “All Other Compensation” column are comprised of the following for each Named Executive Officer:

Marc Eisenberg:

Perquisites and Personal Benefits:

2017: $8,100 for 401(k) matching contributions, $14,400 for automobile allowance and $2,346 for payment of life insurance premiums.

2016: $14,125 for 401(k) matching contributions, $14,400 for automobile allowance and $2,248 for payment of life insurance premiums.

2015: $9,288 for 401(k) matching contributions, $14,400 for automobile allowance and $2,052 for payment of life insurance premiums.

Robert Costantini:

Perquisites and Personal Benefits:

2017: $4,872 for 401(k) matching contributions, $9,600 for automobile allowance and $4,386 for payment of life insurance premiums.

2016: $5,825 for 401(k) matching contributions, $9,600 for automobile allowance and $4,021 for payment of life insurance premiums.

2015: $5,194 for 401(k) matching contributions, $9,600 for automobile allowance and $2,052 for payment of life insurance premiums.

John Stolte:

Perquisites and Personal Benefits:

2017: $8,250 for 401(k) matching contributions and $3,225 for payment of life insurance premiums.

2016: $7,953 for 401(k) matching contributions and $3,091 for payment of life insurance premiums.

2015: $6,773 for 401(k) matching contributions and $2,052 for payment of life insurance premiums.

Christian Le Brun:

Perquisites and Personal Benefits:

2017: $6,294 for 401(k) matching contributions and $1,325 for payment of life insurance premiums.

2016: $7,269 for 401(k) matching contributions and $750 for payment of life insurance premiums.

2015: $7,044 for 401(k) matching contributions and $2,056 for payment of life insurance premiums.

Craig Malone:

Perquisites and Personal Benefits:

2017: $7,235 for 401(k) matching contributions and $2,374 for payment of life insurance premiums.

2016: $6,919 for 401(k) matching contributions and $1,088 for payment of life insurance premiums.

2015: $6,469 for 401(k) matching contributions and $2,052 for payment of life insurance premiums.

 

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Grants of Plan-Based Awards in 2017

 

Name

                 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)(3)

   

 

Estimated Possible Payouts
Under Equity Incentive
Plan Awards(4)

    All Other
Stock
Awards:
Number of
Shares

of
Stock(5)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)
    Grant Date
Fair Value of
Stock and
Option

Awards(6)
($)
 
  Award
Date(1)
    Committee
Date
   

Award

Type

  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

Marc Eisenberg

    2018 non-equity incentive plan awards                
    12/12/2017       12/12/2017     2018 annual incentive (Adjusted EBITDA)     137,500       275,000       671,387                                      
    12/12/2017       12/12/2017     2018 annual incentive (Service revenues)     37,500       75,000       150,000                                      
    12/12/2017       12/12/2017     2018 annual incentive (Product revenues)     37,500       75,000       150,000                                      
    12/12/2017       12/12/2017     2018 annual incentive (Discretionary)                 75,000                                      
       

 

 

   

 

 

   

 

 

             
    Total 2018 non-equity incentive plan awards     212,500       425,000       1,046,387              
       

 

 

   

 

 

   

 

 

             
    2018 equity incentive plan awards              
    12/12/2017       12/12/2017     2018 performance-based RSUs (Adjusted EBITDA)                       8,956       17,911                         178,752  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Service revenues)                       2,443       4,885                         48,752  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Product revenues)                       2,443       4,885                         48,752  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Discretionary)                       2,442       4,884                         48,742  
    12/12/2017       12/12/2017     Time-based RSUs                                 32,565         324,999  
    12/12/2017       12/12/2017     MPUs                       (7           (7                 110,000  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total 2018 equity incentive plan awards           16,277       32,565       (7     32,565             759,997  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

Name

                 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)(3)

   

 

Estimated Possible Payouts
Under Equity Incentive Plan
Awards(4)

    All Other
Stock
Awards:
Number of
Shares

of
Stock(5)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)
    Grant Date
Fair Value of
Stock and
Option

Awards(6)
($)
 
  Award
Date(1)
    Committee
Date
   

Award

Type

  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

Robert G. Costantini

    2018 non-equity incentive plan awards                  
    12/12/2017       12/12/2017     2018 annual incentive (Adjusted EBITDA)     84,800       169,600       414,063                                      
    12/12/2017       12/12/2017     2018 annual incentive (Service revenues)     22,400       44,800       89,600                                      
    12/12/2017       12/12/2017     2018 annual incentive (Product revenues)     22,400       44,800       89,600                                      
    12/12/2017       12/12/2017     2018 annual incentive (Discretionary)                 44,800                                      
       

 

 

   

 

 

   

 

 

             
    Total 2018 non-equity incentive plan awards     129,600       259,200       638,063              
       

 

 

   

 

 

   

 

 

             
    2018 equity incentive plan awards              
    12/12/2017       12/12/2017     2018 performance-based RSUs (Adjusted EBITDA)                       2,067       4,133                         41,247  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Service revenues)                       564       1,130                         11,277  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Product revenues)                       564       1,130                         11,277  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Discretionary)                       564       1,128                         11,257  
    12/12/2017       12/12/2017     Time-based RSUs                                         7,530             75,149  
    12/12/2017       12/12/2017     MPUs                       (7           (7                 70,400  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total 2018 equity incentive plan awards           3,752       7,530       (7     7,530             220,607  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Name

                 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)(3)

   

 

Estimated Possible Payouts
Under Equity Incentive Plan
Awards(4)

    All Other
Stock
Awards:
Number of
Shares

of
Stock(5)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)
    Grant Date
Fair Value of
Stock and
Option

Awards(6)
($)
 
  Award
Date(1)
    Committee
Date
   

Award

Type

  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

John J. Stolte, Jr.

    2018 non-equity incentive plan awards                  
    12/12/2017       12/12/2017     2018 annual incentive (Adjusted EBITDA)     37,813       75,625       132,269                                      
    12/12/2017       12/12/2017     2018 annual incentive (Service revenues)     10,313       20,265       36,073                                      
    12/12/2017       12/12/2017     2018 annual incentive (Product revenues)     10,313       20,265       36,073                                      
    12/12/2017       12/12/2017     2018 annual incentive (Discretionary)                 20,265                                      
       

 

 

   

 

 

   

 

 

             
    Total 2018 non-equity incentive plan awards     58,439       116,155       224,680              
       

 

 

   

 

 

   

 

 

             
    2018 equity incentive plan awards              
    12/12/2017       12/12/2017     2018 performance-based RSUs (Adjusted EBITDA)                       1,723       3,445                         34,381  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Service revenues)                       470       939                         9,371  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Product revenues)                       470       939                         9,371  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Discretionary)                       470       940                         9,381  
    12/12/2017       12/12/2017     Time-based RSUs                                         6,262             62,495  
    12/12/2017       12/12/2017     MPUs                       (7           (7                 60,500  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total 2018 equity incentive plan awards           3,133       6,263       (7     6,262             185,500  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

35


Table of Contents

Name

                 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)(3)

   

 

Estimated Possible Payouts
Under Equity Incentive
Plan Awards(4)

    All Other
Stock
Awards:
Number of
Shares

of
Stock(5)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)
    Grant Date
Fair Value of
Stock and
Option

Awards(6)
($)
 
  Award
Date(1)
    Committee
Date
   

Award

Type

  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

Christian G. Le Brun

    2018 non-equity incentive plan awards                  
    12/12/2017       12/12/2017     2018 annual incentive (Adjusted EBITDA)     50,748       101,495       177,515                                      
    12/12/2017       12/12/2017     2018 annual incentive (Service revenues)     14,005       28,011       48,991                                      
    12/12/2017       12/12/2017     2018 annual incentive (Product revenues)     14,005       28,011       48,991                                      
    12/12/2017       12/12/2017     2018 annual incentive (Discretionary)                 28,011                                      
       

 

 

   

 

 

   

 

 

             
    Total 2018 non-equity incentive plan awards     78,758       157,517       303,508              
       

 

 

   

 

 

   

 

 

             
    2018 equity incentive plan awards              
    12/12/2017       12/12/2017     2018 performance-based RSUs (Adjusted EBITDA)                       1,723       3,445                         34,381  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Service revenues)                       470       939                         9,371  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Product revenues)                       470       939                         9,371  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Discretionary)                       470       940                         9,381  
    12/12/2017       12/12/2017     Time-based RSUs                                         6,262             62,495  
    12/12/2017       12/12/2017     MPUs                       (7           (7                 58,300  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total 2018 equity incentive plan awards           3,133       6,263       (7     6,262             183,300  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

36


Table of Contents

Name

                 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)(3)

   

 

Estimated Possible Payouts
Under Equity Incentive

Plan Awards(4)

    All Other
Stock
Awards:
Number of
Shares

of
Stock(5)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options
(#)
    Grant Date
Fair Value of
Stock and
Option

Awards(6)
($)
 
  Award
Date(1)
    Committee
Date
   

Award

Type

  Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
       

Craig Malone

    2018 non-equity incentive plan awards                  
    12/12/2017       12/12/2017     2018 annual incentive (Adjusted EBITDA)     42,917       85,833       150,122                                      
    12/12/2017       12/12/2017     2018 annual incentive (Service revenues)     11,615       23,231       40,630                                      
    12/12/2017       12/12/2017     2018 annual incentive (Product revenues)     11,615       23,231       40,630                                      
    12/12/2017       12/12/2017     2018 annual incentive (Discretionary)                 23,231                                      
       

 

 

   

 

 

   

 

 

             
    Total 2018 non-equity incentive plan awards     66,147       132,295       254,613              
       

 

 

   

 

 

   

 

 

             
    2018 equity incentive plan awards              
    12/12/2017       12/12/2017     2018 performance-based RSUs (Adjusted EBITDA)                       1,378       2,756                         27,505  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Service revenues)                       376       752                         7,505  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Product revenues)                       376       752                         7,505  
    12/12/2017       12/12/2017     2018 performance-based RSUs (Discretionary)                       375       750                         7,485  
    12/12/2017       12/12/2017     Time-based RSUs                                         5,010             50,000  
    12/12/2017       12/12/2017     MPUs                       (7           (7                 60,500  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total 2018 equity incentive plan awards           2,505       5,010       (7     (7           160,500  
             

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

37


Table of Contents

 

(1) The date the Compensation Committee approved the issuance of the award.

 

(2) The amounts shown represent annual incentive payments payable for fiscal year 2018 to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone pursuant to employment agreements with the Company. See “Certain Relationships and Transactions with Related Persons — Employment Agreements” for a summary of the employment agreements. The actual annual incentive payment amount paid to each of these Named Executive Officers for fiscal year 2017 operational and financial performance targets are shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For 2017, the incentive payments for Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone are calculated based on a percentage of the executive’s 2017 base salary, determined based on the achievement of specified financial and operational performance targets of the Company for fiscal year 2017. Please see “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Bonus” for a further discussion regarding the allocation of annual incentive payments with respect to the specified performance targets.

 

(3) The amounts shown in the “Target” column represents the value of annual incentive payments payable if the Fiscal 2018 Adjusted EBITDA, Service Revenues and Products Revenues performance targets are achieved at the 100% level. The amounts shown in the “Threshold” column represent the lower value of annual incentive payments payable if the performance targets are achieved at the 83% level for Fiscal 2018 Adjusted EBITDA, the 94% level for Service Revenues and the 88% level for Product Revenues. The amounts shown in the “Maximum” column represent the maximum value of annual incentive payments payable if the performance targets are achieved at the 117% level for Fiscal 2018 Adjusted EBITDA, the 106% level for Service Revenues and the 112% level for Product Revenues, and the maximum amount of the discretionary portion of the annual incentive payments payable upon determination by the Compensation Committee. Please see “Compensation Discussion and Analysis — Elements of Compensation — Annual Cash Bonus” for a further discussion regarding the allocation of annual incentive payments with respect to the specified performance targets.

 

(4) On December 12, 2017, our Compensation Committee established 2018 operational and financial performance targets and granted performance-based RSU awards to each of Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone. The performance-based RSUs vest upon achievement of various 2018 operational and financial performance targets and continued employment through the date that our Compensation Committee has determined the performance targets have been achieved. Mr. Eisenberg was granted 32,565 performance-based RSU awards, Mr. Costantini was granted 7,530 performance-based RSU awards, each of Messrs. Stolte and Le Brun was granted 6,263 performance-based RSU awards and Mr. Malone was granted 5,010 performance-based RSU awards. The amounts shown in the “Target” column represent the number of performance-based RSUs that will vest under these awards if the performance targets are achieved at or above the 100% level. The amounts shown in the “Threshold” column represent the lower number of performance-based RSUs that will vest under each award if performance targets are achieved at the 83% level for Fiscal 2018 Adjusted EBITDA, the 94% level for Service Revenues and the 88% level for Product Revenues. Further on December 12, 2017, our Compensation Committee granted 2018-2020 MPUs to Messrs. Eisenberg, Costantini, Stolte, Le Brun and Malone based on the Company’s stock price performance over a three-year performance period. One-third of the MPUs vest at the end of each year in the performance period only if the Company satisfies stock price targets and continued employment through the date that our Compensation Committee has determined that the stock price targets have been achieved. See “Compensation Discussion and Analysis —Elements of Compensation — Long-Term Equity-Based Incentives” for a further discussion regarding performance-based RSU and MPU awards. See the Outstanding Equity Awards at Fiscal Year-End Table and the related footnotes for additional information regarding these RSU and MPU awards.

 

(5) On December 12, 2017, Mr. Eisenberg was granted 32,565 time-based RSU awards, Mr. Costantini was granted 7,530 time-based RSU awards, each of Messrs. Stolte and Le Brun was granted 6,262 time-based RSU awards and Mr. Malone was granted 5,010 time-based RSU awards. These time-based RSU awards will vest on January 1, 2019. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Equity-Based Incentives” for a further discussion regarding time-based RSU awards. See the Outstanding Equity Awards at Fiscal Year-End Table and the related footnotes for additional information regarding these time-based RSU awards.

 

(6) The amounts shown in the “Grant Date Fair Value of Stock and Option Awards” represent the full grant date fair value of the awards computed in accordance with FASB ASC Topic 718 Compensation — Stock Compensation. For a discussion of the assumptions used to calculate the grant date fair value of the performance- and time-based RSUs and MPUs, see Note 4 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

(7) Although the MPUs are equity incentive plan awards, the payouts are based on a percentage of salary rather than shares or units. In lieu of reporting the estimated probable payments in the table above, the following table reflects the Threshold and Maximum payments in dollars of the MPUs to the Named Executive Officers set forth in the table, assuming the Company’s stock price performance during the applicable performance cycle satisfied the Threshold or Maximum levels.

 

Name

  Threshold ($)     Maximum ($)  
Marc Eisenberg     112,500       225,000  
Robert G. Costantini     72,000       144,000  
John J. Stolte Jr.     61,875       123,750  
Christian G. Le Brun     59,625       119,250  
Craig Malone     57,375       114,750  

 

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Table of Contents

Outstanding Equity Awards at 2017 Fiscal Year-End

 

     Option/SAR Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Unexercisable
    Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options/SARs
(#)
    Option/SAR
Exercise
Price

($)
    Option/
SAR
Expiration
Date
    Number of
Shares or units
of stock that
have not
vested (#)
    Market Value of
Shares or Units
of Stock that
have not Vested
($)(1)
    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
Units or Other
That have not
Vested

($)
 

Marc Eisenberg

    11,000 (2)                  2.46       3/3/2020                          
    4,250 (2)                  2.46       3/3/2020                          
    1,750 (2)                  2.46       3/3/2020                          
    1,750 (2)                  2.46       3/3/2020                          
    2,500 (2)                  2.46       3/3/2020                          
    2,500 (2)                  2.46       3/3/2020                          
    2,750 (2)                  2.46       3/3/2020                          
    10,000 (2)                  2.46       3/3/2020                          
    150,000 (2)                  2.46       3/3/2020                          
    100,000 (2)                  2.74       10/26/2021                          
    12,500 (2)                  3.65       3/2/2021                          
    6,250 (2)                  3.65       3/2/2021                          
    2,500 (2)                  3.65       3/2/2021                          
    2,500 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    7,500 (2)                  3.65       3/2/2021                          
    34,687 (2)                  3.42       3/7/2022                          
    80,000 (2)                  3.53       10/24/2022                          
    60,000 (2)                  5.92       12/12/2023                          
    75,000 (2)                  6.60       12/17/2024                          
          30,000 (3)            8.58       1/3/2027                          
                                              15,011 (4)      152,812 (4) 
                                              4,094 (5)      41,677 (5) 
                                              4,094 (6)      41,677 (6) 
                                              4,904 (7)      49,923 (7) 
                                              27,292 (8)      277,833 (8) 
                                              32,565 (9)      331,512 (9) 
                                              32,565 (10)      331,512 (10) 
                                              (11     (11

 

39


Table of Contents
     Option/SAR Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Unexercisable
    Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options/SARs
(#)
    Option/SAR
Exercise
Price

($)
    Option/
SAR
Expiration
Date
    Number of
Shares or units
of stock that
have not
vested (#)
    Market Value of
Shares or Units
of Stock that
have not Vested
($)(1)
    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
Units or Other
That have not
Vested

($)
 

Robert Costantini

    6,250 (2)                  2.46       3/3/2020                          
    1,938 (2)                  2.46       3/3/2020                          
    875 (2)                  2.46       3/3/2020                          
    875 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    5,000 (2)                  2.46       3/3/2020                          
    75,000 (2)                  2.46       3/3/2020                          
    50,000 (2)                  2.74       10/26/2021                          
    7,500 (2)                  3.65       3/2/2021                          
    3,125 (2)                  3.65       3/2/2021                          
    625 (2)                  3.65       3/2/2021                          
    625 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    3,750 (2)                  3.65       3/2/2021                          
    16,875 (2)                  3.42       3/7/2022                          
    50,000 (2)                  3.53       10/24/2012                          
    27,000 (2)                  5.92       12/12/2023                          
    27,000 (2)                  6.60       12/17/2024                          
          30,000 (3)            8.58       1/3/2027                          
                                              4,503 (4)      45,841 (4) 
                                              1,229 (5)      12,511 (5) 
                                              1,228 (6)      12,501 (6) 
                                              1,228 (7)      12,501 (7) 
                                              8,188 (8)      83,354 (8) 
                                              7,530 (9)      76,655 (9) 
                                              7,530 (10)      76,655 (10) 
                                              (11     (11

 

40


Table of Contents
     Option/SAR Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options/

SARs
(#)
Unexercisable
    Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options/SARs
(#)
    Option/SAR
Exercise
Price

($)
    Option/
SAR
Expiration
Date
    Number of
Shares or units
of stock that
have not
vested (#)
    Market Value of
Shares or Units
of Stock that
have not Vested
($)(1)
    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
Units or Other
That have not
Vested

($)
 

John J. Stolte, Jr.

    3,750 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    3,325 (2)                  2.46       3/3/2020                          
    1,250 (2)                  2.46       3/3/2020                          
    3,750 (2)                  2.46       3/3/2020                          
    75,000 (2)                  2.46       3/3/2020                          
    50,000 (2)                  2.74       10/26/2021                          
    3,750 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    1,250 (2)                  3.65       3/2/2021                          
    2,500 (2)                  3.65       3/2/2021                          
    3,750 (2)                  3.65       3/2/2021                          
    17,345 (2)                  3.42       3/7/2022                          
    40,000 (2)                  3.53       10/24/2022