DEF 14A 1 logm-def14a_20190530.htm DEF 14A logm-def14a_20190530.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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Definitive Proxy Statement

 

 

 

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Soliciting Material under Rule 14a-12

LOGMEIN, INC.

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

 

 

 

 

 

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Notice of 2019 Annual

Meeting of Stockholders

and Proxy Statement

Thursday, May 30, 2019 at 9:00 a.m., Eastern Time

Offices of Latham & Watkins LLP

200 Clarendon Street, 27th Floor

Boston, MA 02116

 

 

 

2   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

April 12, 2019

Dear Fellow Stockholders:

We are pleased to invite you to our 2019 Annual Meeting of Stockholders, which will take place on Thursday, May 30, 2019 at 9:00 AM, Eastern Time, at the offices of Latham & Watkins LLP, 200 Clarendon Street, 27th Floor, Boston, MA 02116. Annual Meetings play an important role in maintaining communications and understanding among our management, Board of Directors and stockholders.

On the pages following this letter you will find:

 

1)

The notice of our 2019 Annual Meeting of Stockholders, which lists the items of business to be considered at the Annual Meeting; and

 

2)

Our 2019 proxy materials, which describe the items of business listed in the notice and provide other information you will likely find useful in deciding how to cast your vote.

We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send to these stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) with instructions for accessing the proxy materials, including our proxy statement and Annual Report to Stockholders, and for voting via the Internet. Providing our proxy materials to stockholders electronically allows us to conserve natural resources, consistent with our Social and Environmental Responsibility Principles, and reduce our printing and mailing costs related to the distribution of our proxy materials. If you wish to receive paper copies of our proxy materials you may do so by following the instructions contained in the Notice.

The ability to have your vote counted at the Annual Meeting is an important stockholder right. Regardless of the number of shares you hold or whether you plan to attend the meeting, we hope that you will promptly cast your vote. You may vote over the Internet, or, if you received printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in our proxy statement, as well as in the Notice.

Thank you for your ongoing support and continued interest in LogMeIn.

Sincerely,

 

William R. Wagner

President & Chief Executive Officer

 

 

 

LOGMEIN, INC.   1


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

Notice of Annual Meeting of Stockholders

To Be Held on Thursday, May 30, 2019

Notice is hereby given that the 2019 Annual Meeting of Stockholders will be held at the offices of Latham & Watkins LLP, 200 Clarendon Street, 27th Floor, Boston, MA 02116, on Thursday, May 30, 2019, at 9:00 AM, Eastern Time, for the following purposes:

1.  To elect the three nominees identified in the attached proxy statement as members of our Board of Directors to serve as Class I directors for a term of three years;

2.  To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

3.  To approve the adoption of our proposed 2019 Employee Stock Purchase Plan (“ESPP”) so that eligible employees may purchase LogMeIn shares pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended;

4.  To approve, on an advisory basis, the compensation of our named executive officers; and

5.  To transact other business, if any, that may properly come before the Annual Meeting of Stockholders or any adjournment of the Annual Meeting of Stockholders.

We are taking advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to you via the Internet. We believe this will allow us to provide you with the information you need in a manner that is convenient and familiar to you, while also helping us lower our costs to deliver these materials and reduce the environmental impact of our Annual Meeting.

On or about April 12, 2019, we will mail to our stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our Annual Meeting as well as our Annual Report to Stockholders for the year ending December 31, 2018, which contains our audited consolidated financial statements and other information of interest to our stockholders. The Notice will also provide instructions on how to vote online or, alternatively, request a paper copy of the proxy materials by mail. Stockholders of record at the close of business on our record date, Wednesday, April 10, 2019, are entitled to receive this Notice and to vote at the Annual Meeting of Stockholders and at any adjournments of such meeting. The stock transfer books of LogMeIn will remain open between the record date and the date of the Annual Meeting for any stockholder to examine for any purpose germane to the Annual Meeting. These books will also be available to stockholders for any such purpose at the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to cast your vote and submit your proxy as soon as possible by one of the methods below:

1.  Vote over the Internet. You may vote your shares by following the Internet voting instructions provided in the Notice you received. Please see the section of this proxy statement entitled “INFORMATION ABOUT THE ANNUAL MEETING AND VOTING — “How do I vote?” for additional information.

2.  Vote by mail. If you received your proxy materials by mail, you may vote by completing and signing the proxy card delivered with those materials and returning it in the postage pre-paid envelope we provided.

3.  Vote in person. If you are attending the 2019 Annual Meeting of Stockholders, you may vote by delivering a completed proxy card in person or by completing and submitting a ballot, which will be provided at the 2019 Annual Meeting of Stockholders.

If you are a registered stockholder (that is, you hold your shares in your name), you must present valid identification to vote at the Annual Meeting. If you are a beneficial stockholder (that is, your shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a “legal proxy” from the holder of record to vote at the Annual Meeting.

By Order of the Board of Directors,

 

Michael J. Donahue

As Secretary

 

 

2   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Table of Contents

 

 

Page

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

2

PROXY STATEMENT SUMMARY 

5

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 

11

PROPOSAL 1 — Election of Directors 

15

Our Board of Directors 

16

Director Biographies and Qualifications 

17

Corporate Governance 

21

Our Commitment to Corporate Governance 

21

Board Leadership Structure 

23

Director Independence 

23

Board Meetings and Attendance 

24

Board Committees 

24

Director Nomination Process 

26

Candidate Criteria and Skills 

26

Director Voting Standard 

27

Compensation Risk Assessment 

27

Transactions with Related Persons 

27

Communicating with our Board of Directors 

28

Director Compensation 

29

Overview of 2018 Director Compensation Program 

29

2018 Director Cash Compensation 

29

2018 Director Stock Compensation 

29

PROPOSAL 2 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm 

32

Audit Committee Report 

32

Auditor Fees and Services 

32

PROPOSAL 3 — Approval of LogMeIn, Inc. Employee Stock Purchase Plan (“ESPP”) 

34

Summary of the ESPP

35

Purpose

35

Securities Subject to the ESPP

35

Administration

35

Eligibility

35

Participating in an Offering

35

Adjustments

36

Transferability

36

Plan Amendment and Termination

36

Federal Income Tax Consequences

36

New Plan Benefits

36

PROPOSAL 4 — Non-Binding Advisory Vote to Approve Executive Compensation 

37

Our Executive Officers 

38

Executive Compensation Discussion and Analysis 

39

Executive Summary 

39

Elements of Our Executive Compensation Program 

44

Executive Compensation Program Narrative 

47

 

LOGMEIN, INC.   3


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

 

 

 

4   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Proxy Statement Summary

The below summary is intended to highlight certain key information contained in this Proxy Statement. As it is only a summary, it does not contain all of the information that you should consider. We strongly encourage you to read the complete Proxy Statement as well as our 2018 Annual Report to Stockholders before casting your vote.

 

2019 Annual Meeting of Stockholders

 

Date & Time:

Thursday, May 30, 2019 at 9:00 AM, Eastern Time

 

Place:

The Offices of Latham & Watkins LLP

200 Clarendon Street, 27th Floor

Boston, MA 02116

Record Date:

Wednesday, April 10, 2019

 

Voting:

Stockholders as of the record date are entitled to vote. Each share of our common stock that you owned on the record date entitles you to one vote on each matter that is voted on at the 2019 Annual Meeting of Stockholders.

Voting Matters & Board Recommendations

 

  Proposal

 

Description:

 

Board’s Recommendation

 

Page

 

 

1

 

Election of three Class I director nominees:

•    Steven J. Benson

•    Robert M. Calderoni

•    Michael J. Christenson

 

 

FOR each nominee

 

15

 

2

 

Ratification of appointment of Deloitte & Touche LLP as independent auditors for fiscal 2019

 

 

FOR

 

32

 

3

 

Approval of our Employee Stock Purchase Plan

 

 

FOR

 

 

34

 

 

4

 

Advisory approval of executive compensation

 

 

FOR

 

 

37

 

 

Our Business

LogMeIn simplifies how people connect with each other and the world around them to drive meaningful interactions, deepen relationships, and create better outcomes for individuals and businesses. A market leader in unified communications and collaboration, identity and access management, and customer engagement and support solutions, LogMeIn has millions of customers spanning virtually every country across the globe. We are headquartered in Boston, Massachusetts with additional locations in North America, South America, Europe, Asia and Australia.

We introduced our first cloud-based connectivity offering in 2004, which allowed users to securely connect to remote computer resources, including files, applications and the remote device itself. We have since used this scalable technology to expand the types of devices and data that can be connected, while introducing a variety of cloud-based offerings or applications designed to address the needs of today’s unified communications and collaboration, identity and access management, customer engagement and support markets.

In January 2017, we completed our acquisition of the GoTo family of service offerings, or the GoTo Business, from a wholly–owned subsidiary of Citrix Systems, Inc., or Citrix, which we refer to herein as the Merger. Following the completion of the Merger, our revenue grew to over $1 billion on an annualized basis in fiscal 2017 and we added over 1,600 employees. In April 2018, we completed our acquisition of Jive Communications, Inc., or Jive, a provider of cloud-based phone systems and unified communications services. Our acquisition of Jive added approximately 700 employees and revenue of approximately $78 million.

A New Era of Growth

In December 2017, we first outlined our strategy to move beyond our current markets and expand into three much larger, rapidly growing adjacent markets - Unified Communications and Collaboration, or UCC, Customer Engagement and Support, or CES, and Identity as a Service, or IDaaS. This strategy was centered around our belief that, by leveraging our leadership positions in online meetings, remote support and remote access as well as our scale, large customer base and our broad product portfolio of well-known brands, we were well-positioned to expand into these adjacent markets that together would significantly expand our market opportunities.  

 

 

LOGMEIN, INC.   5


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Proxy Statement Summary (continued)

 

 

We embarked on this strategy in 2018 by setting two key goals: (1) build or acquire the missing pieces needed to compete in these larger markets, and (2) validate and demonstrate our ability to capture share in these larger markets. Looking back on 2018, we believe we successfully achieved both of these goals as evidenced by the following:

In early 2018, we launched our first AI-powered offering in Bold360ai. Bold360ai was an instant success, helping to transform the way companies engage with their customers and yielding higher average contract values. In fact, in Q4 of 2018, this AI technology helped us close the same number of six-figure Bold360 transactions that we did in all of 2017.

On the Identity front, our LastPass product was once again the fastest growing product in our portfolio in 2018, crossing $50 million in annual revenue. We also took important steps to accelerate our roadmap to add single sign-on and multi-factor authentication capabilities needed to expand LastPass into a full IDaaS suite – capabilities that we expect to introduce later in 2019.

We acquired Jive Communications, which had developed a modern and scalable cloud PBX platform capable of helping us complete our UCC vision. In its first year as part of LogMeIn, we accelerated Jive’s year-over-year revenue growth from approximately 20% in 2017 to exiting 2018 growing approximately 35%. 

More importantly, when we announced our intention to expand into these adjacent markets in December 2017, the products aimed at those opportunities generated total revenues of less than $100 million in 2017, representing only about 10% of LogMeIn’s total revenue. By the end of 2018, our products aimed at UCC, CES and IDaaS were collectively generating nearly $240 million in annual revenue, representing approximately 20% of our total Company revenue and growing at 35% on a pro forma basis.

Building off of this momentum, we entered 2019 believing that increasing our investments in these products would allow us to further accelerate growth and take advantage of the exciting opportunities before us. Therefore, in February 2019 we announced a strategic plan, which included a global restructuring, designed to allow us to invest an incremental $75 million dollars in 2019 and accelerate the success of our growth assets by further funding our sales capacity, marketing and research and development.

LogMeIn is now entering an exciting new era. We want to be THE defining leader in the UCC, IDaaS, and CES markets, which together represent a total addressable opportunity that is an order of magnitude larger than our current markets. By investing now, we believe we are taking the steps needed to accelerate growth and deliver enhanced long-term stockholder value.

 Significant 2018 Business Highlights

 

 

 

1.    The amounts herein represent non-GAAP measures, a reconciliation of which has been included in Annex A to this Proxy Statement.

2.    Assumes $100 invested on 12/13/2013 in stock or index, including investment of dividends. Fiscal year ending December 31.

 

6   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Proxy Statement Summary (continued)

 

Corporate Governance Highlights

We believe that good corporate governance is important to achieve success and to ensure that we are managed for the long-term benefit of our stockholders. We believe that the following corporate governance policies, guidelines and practices adopted by our Board of Directors (“Board” or “Board of Directors”) reflect many current “best practices,” including:

 

   A “majority” voting standard and a director resignation policy for directors in uncontested elections

   All directors with the exception of Messrs. Simon and Wagner are independent under the NASDAQ Marketplace Rules

   An independent Chairman helps set Board and Committee meeting agendas

   Three standing Board Committees, all of which are comprised solely of independent directors

   Directors have full and free access to management and, as necessary and appropriate, independent advisors

 

   Separate Chairman and Chief Executive Officer

   All directors attended greater than 75% of Board meetings held during 2018

   Our insider trading policy prohibits executives and directors from hedging or pledging LogMeIn stock

   Directors and Section 16 executive officers are subject to stock ownership guidelines

   At least annually, the Board of Directors and its Committees conduct a self-evaluation to determine whether they are functioning effectively

 

Please see the section entitled “Our Commitment to Corporate Governance,” beginning on page 21

of this Proxy Statement for additional information about our Corporate Governance practices.

Results of Last Year’s “Say-on-Pay” Vote

LogMeIn conducts an annual non-binding advisory vote to approve the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote. At our 2018 Annual Meeting of Stockholders, approximately 95.3% of the votes cast by stockholders on this proposal were cast in support of the 2017 compensation of our named executive officers. While this vote is non-binding, the Compensation Committee and our Board of Directors value this feedback and carefully consider the results. Given the strong level of support evidenced by last year’s say-on-pay vote, the Compensation Committee determined that our stockholders were generally supportive of our current executive compensation philosophy and program and decided that no significant changes to our executive compensation program were necessary for 2018. Nevertheless, the Compensation Committee and our Board of Directors continue to monitor the executive compensation program to ensure that it continues to align the interests of our executive officers with the interests of our stockholders.

Please see the section entitled “Executive Compensation Discussion & Analysis — Executive Summary” on page 39 of this Proxy Statement for additional information about our executive compensation program and policies.

 

 

LOGMEIN, INC.   7


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Proxy Statement Summary (continued)

 

Executive Compensation Highlights

Summary of Our 2018 Executive Compensation Program

Our Compensation Committee designs our executive compensation programs with the goal of attracting, retaining and motivating talented executives, while simultaneously promoting the achievement of key financial and strategic performance measures by linking a portion of executive compensation to the achievement of measurable corporate performance goals, and thereby aligning the incentives of our executives with the creation of value for our stockholders.

Below, we summarize those executive compensation practices we have implemented to help drive executive performance, as well as practices we have chosen not to implement because we believe such practices do not support our stockholders’ long-term interests:

What We Do

   Emphasize Pay-for-Performance — in 2018 all of our executive officers, including our named executive officers, received equity awards with performance-based vesting conditions and all of our executive officers (except for Mr. D’Angelo who is on a sales commission plan) participated in our annual performance-based cash incentive bonus plan, which compensates our executive officers for our achievement of operational and financial goals, thereby aligning our executive incentives with our performance and the creation of stockholder value. Additionally, at least 50% of the target total direct compensation opportunity of our CEO consisted of performance-based equity and performance-based cash pay in 2018. Payouts under our cash incentive bonus plan are capped at 120% of each executive officer’s target bonus opportunity.

   Use “Double-Trigger” Change-in-Control Provisions — the equity awards granted to our named executive officers contain a “double trigger” payment provision, that is, they require both a change-in-control of the Company and an involuntary termination of employment to receive accelerated vesting.

   Equity Ownership Guidelines — all of our Section 16 executive officers are required to, within five years from the date of his/her hire or promotion, own shares of our common stock having an aggregate value at least equal to: (i) three times the base salary for our CEO or (ii) one times the base salary for all other executive officers.

   Annual “Say-on-Pay” Vote — we conduct our “say-on-pay” vote on an annual basis to allow our stockholders to provide us with their direct input on our executive compensation program, policies, and practices as disclosed in our proxy statement each year.

 

   Offer Both Equity and Cash Incentives — the compensation packages offered to our executive officers consist of a combination of base salary, performance-based equity awards and annual performance-based cash incentive bonuses, which we believe incentivizes our executive officers to deliver both short-term and long-term stockholder value.

   Compensation Recovery (“Clawback”) Policy — the incentive-based cash compensation paid to our executive officers under our annual cash incentive bonus plan is subject to an executive compensation recovery, or “clawback,” policy, which requires the reimbursement of excess compensation in the event that we are required to prepare an accounting restatement due to the fraud or misconduct of any of our executive officers.

   Engage an Independent Compensation Consultant — in addition to our Compensation Committee members, all of whom are independent directors, our Compensation Committee has retained a compensation consultant to serve as its independent advisor. The compensation consultant reports directly to our Compensation Committee and provides the committee with competitive market data and additional information needed to make informed compensation decisions.

   Avoid Undue Risk-Taking — our compensation policies and practices are designed to discourage our executive officers from taking on or creating risks that are reasonably likely to have a material adverse effect on us.

What We Don’t Do

   No Re-pricing Stock Options — we do not re-price our stock options and would not do so without stockholder approval.

   No Hedging or Pledging — we prohibit our executive officers from engaging in margin, hedging, pledging or other similar transactions in our securities.

   No Resetting of 2018 Performance Targets — we did not reset any of the performance targets used in our incentive compensation programs in 2018.

 

   No Excise Tax Gross-Ups — we do not provide our executive officers with excise tax gross-ups, perquisites or fringe benefits.

   No Fixed-Term or Evergreen Employment Agreements — none of our executive officers are currently party to a written employment agreement that provides for automatic or pre-scheduled increases in their base salary or guaranteed annual equity awards. All of our executive officers are “at-will” employees. 

 

 


 

8   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Proxy Statement Summary (continued)

 

Summary of Fiscal 2018 Chief Executive Officer Compensation

 

  Name:

 

William R. Wagner

 

 

 

  Age:

 

52

 

 

 

  Current Title(s):

 

President and Chief Executive Officer; Member of our Board of Directors

 

 

 

  Tenure as CEO:

 

3 years, 5 months, beginning as of December 16, 2015

 

 

Mr. Wagner does not receive any compensation for his service as a member of our Board of Directors. Below is a summary of the compensation that Mr. Wagner received during fiscal 2018 for his service as President and Chief Executive Officer:

 

Name and Current Title

Year

Salary

($)

Stock Awards

($)(1)

Non-Equity

Incentive Plan

Compensation

($)(2)

All Other

Compensation

($)(3)

Total

($)

William R. Wagner

   President & Chief Executive Officer

 

2018

 

 

$

625,000

 

 

 

$

6,007,940

 

 

 

$

558,750

 

 

 

$

32,530

 

 

 

$

7,224,220

 

 

 

(1)

The amounts reported in this column represent the grant date fair value of the equity awards granted to Mr. Wagner in fiscal 2018, 50% of which were time-based restricted stock units while the remaining 50% were performance-based restricted stock units with vesting conditions tied to LogMeIn’s achievement of certain specified total stockholder return goals. The amount reported has been calculated in accordance with applicable accounting guidance for equity awards. The amounts shown in this column do not represent the actual amounts paid to or realized by Mr. Wagner during fiscal 2018. The assumptions used by us with respect to the valuation of equity grants are set forth in Note 11 to our financial statements included in our Annual Report on Form 10-K, filed with the SEC on February 21, 2019.

(2)

The amounts reported in this column consist of the performance-based cash bonuses awarded to Mr. Wagner under our annual cash incentive bonus program for fiscal 2018 based on the Company’s achievement of certain performance goals established by the Compensation Committee.

(3) 

The amounts reported in this column consist of medical insurance, dental insurance, life insurance, and disability insurance premiums as well as any Section 401(k) plan matching contributions paid by us on behalf of Mr. Wagner.

 

LOGMEIN, INC.   9


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Proxy Statement Summary (continued)

 

 2018 CEO Total Direct Compensation Pay Mix

Our Compensation Committee evaluates executive compensation annually and bases its executive compensation decisions on each named executive officer’s total direct compensation opportunity. The total direct compensation opportunities of our named executive officers are generally comprised of a mix of cash compensation, in the form of base salaries and annual cash incentive bonuses, and long-term incentive compensation in the form of equity awards. Over the years, this total direct compensation mix has been designed so that the elements of variable pay, such as our annual cash incentive bonus awards and equity awards, represent a substantial portion of the total direct compensation opportunity awarded to our named executive officers.

For fiscal 2018, 51% of Mr. Wagner’s total direct compensation opportunity was designed to be “at risk,” by tying a majority of his compensation opportunity to variable pay elements such as long-term equity incentive awards with performance-based vesting conditions (as further described in the section below entitled “Equity Incentive Awards — Fiscal 2018 Equity Awards”) and our cash incentive bonus plan, which provides for a variable cash payment based on the Company’s achievement of certain pre-established financial goals. By dedicating a meaningful percentage of our executives’ total direct compensation opportunity to these variable “at risk” pay elements, rather than fixed pay elements like base salary, the Compensation Committee believes that we are able to better link executive incentives with the Company’s performance. The value of the target number of shares that may be earned under Mr. Wagner’s 2018 performance-based RSU awards, or PRSU awards, when calculated based on their fair value (i.e., the market value per share of our common stock as represented by the closing price of our common stock on the NASDAQ Global Select Market on the date of grant) represented 42% of Mr. Wagner’s 2018 total direct compensation opportunity, while nearly 9% of his 2018 total direct compensation opportunity was subject to our cash incentive bonus plan.

In keeping with the Company’s pay-for-performance philosophy, the fiscal 2018 equity awards granted to Mr. Wagner were comprised of 50% time-based RSUs and 50% PRSUs. The Compensation Committee believes that including PRSU awards in the total direct compensation opportunities of those executives whose individual performances and decisions have a direct impact on our Company’s performance helps to strengthen our overall pay-for-performance alignment by ensuring that a substantial portion of their compensation is aligned with the creation of value for our stockholders.

The following chart illustrates the breakdown of Mr. Wagner’s total direct compensation pay mix awarded in fiscal 2018:

 

Please see the Executive Compensation Discussion and Analysis section beginning on page 39 of this Proxy Statement for a more detailed description of the compensation paid to our CEO and other named executive officers during fiscal 2018.

 

 

 

 

10   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Information about the Annual Meeting and Voting

 

 

Q. What is the purpose of the Annual Meeting?

 

A. At the 2019 Annual Meeting of Stockholders, stockholders will consider and vote on the following matters:

To elect the three nominees identified in this proxy statement as members of our Board of Directors who will serve as Class I directors for a term of three years;

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

To approve the adoption of our proposed 2019 Employee Stock Purchase Plan (“ESPP”) so that eligible employees may purchase LogMeIn shares pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended;

To approve, on an advisory basis, the compensation of our named executive officers; and

To transact other business, if any, that may properly come before the 2019 Annual Meeting of Stockholders or during any adjournment of the meeting.

 

Q. Who is entitled to vote?

A. To be able to vote on the above matters, you must have been a stockholder of record at the close of business on Wednesday, April 10, 2019, the record date for the 2019 Annual Meeting of Stockholders. The aggregate number of shares entitled to vote at this meeting is 49,984,688 shares of our common stock, which is the number of shares that were outstanding as of the record date.

 

Q. How many votes do I have?

A. Each share of our common stock that you owned as of the close of business on the record date entitles you to one vote on each matter that is voted on at the 2019 Annual Meeting of Stockholders.

 

Q. Is my vote really that important?

A. Your vote is important regardless of how many shares you own or whether you plan to attend the Annual Meeting in person. Please take the time to read the instructions below and vote. Choose the method of voting that is easiest and most convenient for you and, if you vote by mail, please cast your vote as soon as possible.

 

Q. How do I vote?

A. Stockholder of record: Shares registered in your name: If you are a stockholder of record (that is, your shares are registered in your own name, not in “street name” by a bank, brokerage firm or other intermediary), the Notice instructs you as to how (i) you may access and review all of the proxy materials on the Internet, (ii) you may submit your proxy, and (iii) to receive paper copies

of the proxy materials if you wish. No printed materials will be available unless you specifically request them by following the instructions in the “Notice Regarding the Availability of Proxy Materials.”

 

 

 

You may vote via the Internet.    To vote via the Internet, log on to the website listed on the Notice or your proxy card and follow the on-screen instructions, using the Company Number and Account Number shown on your proxy card when prompted. We permit Internet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on May 29, 2019, the day before the 2019 Annual Meeting of Stockholders, for your proxy and your vote to be counted. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

 

You may vote by mail.    If you received our proxy materials by mail, you may complete, date and sign the proxy card that accompanies our proxy statement and promptly mail it to American Stock Transfer & Trust Company, or AST, in the enclosed postage pre-paid envelope so that it is received prior to the 2019 Annual Meeting of Stockholders. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends that you vote FOR Proposal 1 (the election of directors), FOR Proposal 2 (the ratification of the appointment of our independent registered public accounting firm), FOR Proposal 3 (to approve the ESPP), and FOR proposal 4 (to approve an advisory vote on executive compensation). AST must receive your proxy card no later than May 29, 2019, the day before the 2019 Annual Meeting, for your proxy and your vote to be counted.

 

You may vote in person.    To vote in person, attend the 2019 Annual Meeting of Stockholders and vote by delivering your completed proxy card in person or by completing and submitting a ballot, which will be provided at the meeting.

Beneficial owner:    Shares held in “street name.” If the shares you own are held in “street name” by a bank, brokerage firm or other intermediary, then your bank, brokerage firm or other intermediary, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the voting instructions your bank, brokerage firm or other intermediary provides you. Many banks, brokerage firms and other intermediaries also offer the option of voting over the Internet or by telephone, instructions for which would be provided to you by your bank, brokerage firm or other intermediary. If you do not instruct your bank, brokerage firm or other intermediary accordingly, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. Of the proposals to be considered at the meeting, only the ratification of the appointment of our independent registered public accounting firm is a discretionary item. Accordingly, your bank, brokerage firm or other intermediary may exercise its discretionary authority with respect to Proposal 2 (the ratification of the appointment of our independent registered public accounting firm) if you do not

 

LOGMEIN, INC.   11


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Information about the Annual Meeting and Voting (continued)

 

 

provide voting instructions. In the case of the non-discretionary items, Proposal 1 (the election of directors), Proposal 3 (to approve the ESPP), and Proposal 4 (to approve an advisory vote on executive compensation), the shares will be treated as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank, brokerage firm or other intermediary that indicates on its proxy that it does not have discretionary authority to vote on a particular matter.

If you wish to attend the 2019 Annual Meeting of Stockholders to personally vote your shares held in “street name,” you will need to obtain a proxy card from the holder of record (i.e. your bank, brokerage firm or other intermediary); a broker’s proxy card is not the form of proxy card enclosed with this proxy statement.

 

Q. May I revoke my proxy or change my vote after I have voted?

A. Yes. If you are a stockholder of record, you may revoke your earlier proxy and/or change your vote at any time before the Annual Meeting by taking one of the following actions (only your latest-dated proxy that we receive prior to the Annual Meeting will be counted):

 

completing, signing, dating and mailing another proxy card with a later date;

 

voting again via the Internet;

 

giving our corporate secretary written notice that you want to revoke your proxy, at the address below under “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?”; or

 

attending the meeting, notifying our corporate secretary that you are present and then voting in person. Your attendance at the meeting alone will not revoke your proxy; you must vote again or specifically request that your prior proxy be revoked.

If you own shares in “street name,” your bank, brokerage firm or other intermediary should provide you with appropriate instructions for changing or revoking your vote.

 

Q. What constitutes a quorum?

A. In order for business to be conducted at the 2019 Annual Meeting of Stockholders, our by-laws require that a quorum must be present. A quorum consists of the holders of a majority of the shares of our common stock outstanding and entitled to vote at the Annual Meeting; that is, at least 24,992,345 shares.

Shares of our common stock present in person or represented by proxy (including shares that reflect abstentions, “broker non-votes” and votes withheld for director nominees) will be counted for the purpose of determining whether a quorum exists.

If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

 

Q. What vote is required to approve each item?

A. The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. The voting standard is discussed further under the section entitled “Proposal No. 1 — Election of Directors — Director Voting Standard.”

All other proposals require the affirmative vote of a majority of the votes cast by the holders of shares present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions and broker non-votes are not counted for any purpose in determining whether such proposals have been approved.

 

Q. How will votes be counted?

A. Each share of common stock voted at the Annual Meeting will be counted as one vote. A share will not be voted in favor of a matter and will not be counted as voting on a particular matter, if either (1) the holder of the share withholds authority in the proxy card to vote for a particular director nominee or nominees or abstains from voting on a particular matter or (2) the share constitutes a “broker non-vote.” As a result, withheld shares, abstentions and “broker non-votes” will have no effect on the outcome of voting on any proposal at the Annual Meeting.

 

Q. Who will count the votes?

A. Our transfer agent and registrar, American Stock Transfer & Trust Company, will count, tabulate and certify the votes. A representative of American Stock Transfer & Trust Company will serve as inspector of elections at the Annual Meeting.

 

Q. How does the Board of Directors recommend that I vote on the proposals?

A. Our Board of Directors recommends that you vote:

 

FOR Proposal 1 — to elect the three nominees identified in this proxy statement as Class I director nominees;

 

 

FOR Proposal 2 — to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

 

FOR Proposal 3 — to approve the adoption of our proposed 2019 Employee Stock Purchase Plan (“ESPP”) so that eligible employees may purchase LogMeIn shares pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended;

 

FOR Proposal 4 — to approve, on an advisory basis, the compensation of our named executive officers.

 

Q. Will any other business be conducted at the Annual Meeting or will other matters be voted on?

A. We are not currently aware of any other business to be conducted or matters to be voted on at the Annual Meeting. However, if any other matter properly comes before the Annual Meeting or any postponement or adjournment thereof, the person(s) named in the proxy card that accompanies this proxy statement will vote, or otherwise act, at the meeting to their best judgment with respect to the shares they have authority to vote. A stockholder proposal or information about a proposed director candidate for potential inclusion in the proxy statement for our 2020 Annual Meeting of Stockholders must be submitted in accordance with the procedures outlined under “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?”

 

 

12   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Information about the Annual Meeting and Voting (continued)

 

 

Q. When and where can I find the voting results?

A. We expect to announce preliminary voting results at the 2019 Annual Meeting of Stockholders. We will also report the voting results from the Annual Meeting in a Current Report on Form 8-K filed with the Securities and Exchange Commission, or SEC, within four business days after the conclusion of the Annual Meeting. Otherwise, if final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the conclusion of the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results

 

Q. May I recommend a candidate for LogMeIn’s Board of Directors?

A. Yes. Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee of our Board of Directors by sending a written notice to our corporate secretary at the address below under “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?” Our by-laws specify the information that must be included in any such notice, including (i) the stockholder’s name, address and number of shares of LogMeIn stock held, and (ii) the director candidate’s name, age, address, principal occupation and number of shares of LogMeIn stock held. If a common stockholder would like a director candidate to be considered for inclusion in the proxy statement for our 2020 Annual Meeting, the stockholder must follow the procedures for stockholder proposals outlined immediately below under “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?” You can find more detailed information on our process for selecting Board members and our criteria for Board nominees in the section of this proxy statement entitled “BOARD OF DIRECTORS, CORPORATE GOVERNANCE AND RELATED MATTERS — Director Nomination Process” and in the Corporate Governance Guidelines posted on the “Investor-Corporate Governance-Documents & Charters” section of our website, located at www.logmeininc.com.

Alternatively, our by-laws provide that stockholders may nominate director candidates for consideration at the 2020 Annual Meeting directly, without approval of the Nominating and Corporate Governance Committee. In order to nominate candidates directly, stockholders must follow the procedures outlined in “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?” immediately below.

 

Q. How and when may I submit a stockholder proposal for the 2020 Annual Meeting?

A. If you are interested in submitting a proposal or information about a proposed director candidate for potential inclusion in the proxy statement for our 2020 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion in the proxy statement, we must receive your stockholder proposal or information about your proposed director candidate at the address noted below no later than December 14, 2019. However, if the 2020 Annual Meeting of Stockholders is held before April 30, 2020 or after June 29, 2020, then we must receive your stockholder proposal or information about your proposed director candidate at the

address noted below a reasonable time before we begin to print and mail our proxy materials for the 2020 Annual Meeting of Stockholders.

If you wish to present a proposal or a proposed director candidate at the 2020 Annual Meeting of Stockholders, but do not wish to have the proposal or director candidate considered for inclusion in the proxy statement and proxy card, in accordance with our Company by-laws, you must also give written notice to our corporate secretary at the address noted below. In accordance with our by-laws, we must receive this required notice by March 1, 2020, but no sooner than January 31, 2020. However, if the 2020 Annual Meeting of Stockholders is held before May 10, 2020 or after July 29, 2020, then we must receive the required notice of a proposal or proposed director candidate no earlier than the 120th day prior to the 2020 Annual Meeting and no later than the close of business on the later of (1) the 90th day prior to the 2020 Annual Meeting of Stockholders and (2) the 10th day following the date on which notice of the date of the 2020 Annual Meeting of Stockholders was mailed or public disclosure was made, whichever occurs first.

 

Any proposals, notices or information about proposed director candidates should be sent to:

LogMeIn, Inc.

320 Summer Street

Boston, Massachusetts 02210

Attention: Corporate Secretary

 

Q. Who bears the costs of soliciting these proxies?

A. We will bear the costs of soliciting proxies. We are soliciting proxies for the 2019 Annual Meeting of Stockholders in the following ways:

 

We have retained a third-party proxy consultant, Innisfree M&A Incorporated, to solicit proxies on our behalf;

 

Our directors, officers and employees may, without additional pay, solicit proxies by telephone, facsimile, email and personal interviews; and

 

We will request brokerage houses, custodians, nominees and fiduciaries to forward copies of the proxy materials to the persons for whom they hold shares and request instructions for voting the proxies. We will reimburse the brokerage houses and other persons for their reasonable expenses in connection with this distribution.

 

Q. Whom should I contact if I have any questions?

A. If you have any questions about the 2019 Annual Meeting or your ownership of our common stock, please contact our Investor Relations Department at:

LogMeIn, Inc.

320 Summer Street

Boston Massachusetts 02210

Attention: Investor Relations

InvestorRelations@logmein.com

781-897-1301

 

 

 

LOGMEIN, INC.   13


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Information about the Annual Meeting and Voting (continued)

 

 

Q. What is “householding” and how may I receive a separate copy of the proxy statement or Annual Report to Stockholders?

A. Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement and Annual Report to Stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if our Investor Relations Department receives a call or written request from you at the address, telephone number or email address indicated above. If you want to receive separate copies of our proxy statement or Annual Report to Stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder.

 

 

 

 

 

14   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

 

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. We believe that having a staggered Board of Directors divided by classes is in the best interest of both the Company and its stockholders because it provides for greater stability and continuity on our Board of Directors. We have three Class I directors, whose terms expire at this Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2020 Annual Meeting of Stockholders; and four Class III directors, whose terms expire at our 2021 Annual Meeting of Stockholders.

At this Annual Meeting, stockholders will have an opportunity to vote for three nominees for Class I directors:

      Steven J. Benson

      Robert M. Calderoni and

      Michael J. Christenson

All nominees are currently directors of LogMeIn. Proxies cannot be voted for a greater number of persons than the number of nominees named. Additional information about Messrs. Benson, Calderoni and Christenson can be found below under “Our Board of Directors.”

The persons named in the enclosed proxy card will cast your vote to elect these three nominees as Class I directors, unless you vote “against” individual nominees or all nominees by marking the proxy card to that effect. If elected, each nominee for Class I director will hold office until the 2022 Annual Meeting of Stockholders or until his successor is elected and qualified. Each of the nominees has indicated his willingness to serve if elected. However, if any nominee should be unable to serve, the persons named in the proxy card may vote the proxy for a substitute nominee nominated by our Board of Directors, or our Board of Directors may reduce the number of directors.

Our Board of Directors recommends a vote FOR each of the nominees.

 

 

 

 

LOGMEIN, INC.   15


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Our Board of Directors

Our Board of Directors currently consists of ten members. Mr. Simon has resigned from our Board of Directors and will continue to serve until the conclusion of this Annual Meeting of Stockholders on May 30, 2019, at which time our Board will consist of nine members. Our by-laws provide that the authorized number of directors may be changed only by resolution of our Board of Directors and that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes entitled to be cast in an annual election of directors. Any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office.

Our Board of Directors is divided into three classes, with the members of each class serving for staggered three-year terms. At each Annual Meeting of Stockholders, the successors to directors whose terms are set to expire will be elected to serve from the time of their election and qualification until the third Annual Meeting following their election. We believe that having a staggered Board of Directors divided by classes is in the best interest of both the Company and its stockholders because it provides for greater stability and continuity on our Board of Directors.

The table below provides summary information about the current composition of our Board of Directors:

 

Director Name

Age

Director

Since

Director

Class

Term

Expires

Principal Occupation

   Robert M. Calderoni(1)

 

 

59

 

 

 

2017

 

 

Class I

 

 

2019

 

 

Chairman of the Board, LogMeIn, Inc.; Chairman of the Board, Citrix Systems, Inc.

 

Sara C. Andrews

 

 

55

 

 

 

2018

 

 

Class III

 

 

2021

 

 

SVP and Global Chief Information Security Officer, PepsiCo, Inc.

 

   Steven J. Benson

 

 

60

 

 

 

2004

 

 

Class I

 

 

2019

 

 

Venture Partner, Launch Capital Partners; General Partner, Prism VentureWorks

 

Ita M. Brennan(2)

 

 

52

 

 

 

2018

 

 

Class III

 

 

2021

 

 

Chief Financial Officer, Arista Networks, Inc.

 

Michael J. Christenson

 

 

60

 

 

 

2010

 

 

Class I

 

 

2019

 

 

Managing Director, Allen & Company

 

   Edwin J. Gillis

 

 

70

 

 

 

2007

 

 

Class III

 

 

2021

 

 

Business Consultant and Private Investor; former EVP and Chief Financial Officer of Veritas Software Corporation

 

David J. Henshall

 

 

50

 

 

 

2017

 

 

Class II

 

 

2020

 

 

President and Chief Executive Officer, Citrix Systems, Inc.

 

Peter J. Sacripanti

 

 

63

 

 

 

2017

 

 

Class II

 

 

2020

 

 

Partner, McDermott Will & Emery

 

Michael K. Simon(1)

 

 

54

 

 

 

2003

 

 

Class III

 

 

2021

 

 

Co-founder, LogMeIn, Inc.; Former Chairman of the Board of LogMeIn, Inc.

 

William R. Wagner

 

 

52

 

 

 

2015

 

 

Class II

 

 

2020

 

 

President and Chief Executive Officer, LogMeIn, Inc.

 

 

(1)

The Board named Mr. Calderoni to succeed Mr. Simon as Chairman of the Board of Directors effective March 1, 2019. Mr. Simon has resigned from our Board of Directors and will continue to serve until the conclusion of this Annual Meeting of Stockholders on May 30, 2019.

(2)

Ms. Brennan was appointed to our Board of Directors effective November 5, 2018.

 

 

 

 

 

 

16   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Our Board of Directors (continued)

 

The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate candidates to serve on our Board of Directors. A check mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not necessarily mean that the director does not possess that qualification or skill:

 

 

 

Current Directors

Leadership

Technology

Financial

Experience

Global

Business

Diversity

Sales and

Marketing

Academia

Public Company Board Experience

Robert M. Calderoni

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sara C. Andrews

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven J. Benson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ita M. Brennan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael J. Christenson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Edwin J. Gillis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David J. Henshall

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter J. Sacripanti

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William R. Wagner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Totals

 

9

 

 

9

 

 

6

 

 

9

 

 

2

 

 

3

 

 

3

 

 

7

 

 

Director Biographies and Qualifications

The paragraphs that follow provide information as of the date of this proxy statement about each of our director nominees and current Board members. The information presented includes their length of service as a director of LogMeIn, as well as information each director has given us about their age as of April 10, 2019, current positions held, principal occupation and business experience for the past five years, as well as the names of any other publicly-held companies for which they currently serve as a director or have served as a director during the past five years. There are no family relationships among any of our directors, nominees for director, or executive officers. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led our Board to conclude that they should serve as a director of LogMeIn.

 

LOGMEIN, INC.   17


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Our Board of Directors (continued)

 

 

 

Director Nominees

 

Robert M. Calderoni

Chairman of LogMeIn, Inc. and Chairman of Citrix Systems, Inc.

Age: 59

 

Skills:

Director Since: January 2017

Committee(s): Compensation

Other public company Boards: Since 2003, Mr. Calderoni has served on the Board of Directors of Juniper Networks, Inc., a publicly-traded networking company; since 2007, he has served on the Board of Directors of KLA-Tencor, a publicly-traded semiconductor company; and since June 2014, he has served on the board of Citrix Systems, Inc.

Experience: Mr. Calderoni has served as Chairman of the Board of Directors of Citrix Systems, Inc. since December 2018. At Citrix, Mr. Calderoni has previously served as Executive Chairman of the Board from July 2015 to December 2018 as well as Interim Chief Executive Officer and President from October 2015 to January 2016. Mr. Calderoni served as Chairman and Chief Executive Officer of Ariba, Inc., a cloud applications and business network company, from October 2001 until it was acquired by SAP, a publicly-traded software and IT services company, in October 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until January 2014. Mr. Calderoni also served as a member of the global managing Board at SAP AG between November 2012 and January 2014 and as President of SAP Cloud at SAP AG from June 2013 to January 2014. Prior to Ariba, Mr. Calderoni held senior finance roles at Apple and IBM and served as Chief Financial Officer of Avery Dennison Corporation, a publicly-traded industrial materials company.

Qualifications: We believe Mr. Calderoni’s qualifications to serve on our Board include his extensive experience as a leader and manager of multiple large scale global enterprises, particularly his experience as a leader of publicly-traded software-as-a-service companies, as well as his overall financial, accounting, corporate finance and operations expertise.

 

Steven J. Benson

Venture Partner, Launch Capital Partners; General Partner, Prism VentureWorks

Age: 60

 

Skills:

Director Since: October 2004

Committee(s): Compensation; Nominating and Corporate Governance (Chair)

Experience: Mr. Benson has served as a Venture Partner of Launch Capital Partners, a venture capital firm, since August 2016 and as a General Partner of Prism VentureWorks, a venture capital firm, since March 2004. Mr. Benson has also served as an Executive in Residence at Bentley University since January 2009 and co-founded Bentley’s Corporate Immersion Institute, an award-winning management development graduate program. Since August 2014, Mr. Benson has also hosted a weekly radio show on Bloomberg Radio which focuses on venture capitalism. Mr. Benson previously served as the Chief Executive Officer of MCK Communications, a provider of distributed voice communications services, from 1997 to 2002.

Qualifications: We believe Mr. Benson’s qualifications to serve on our Board include his extensive experience in the tech industry as an entrepreneur, board member and board advisor as well as his experience as a managing executive in the software-as-a-service industry.

 

 

Michael J. Christenson

Managing Director, Allen & Company

Age: 60

 

Skills:

Director Since: August 2010

Committees: Compensation; Nominating and Corporate Governance

Other public company Boards: Since August 2018, Mr. Christenson has served on the Board of Directors of New Relic, Inc., a publicly-traded provider of real-time insights for software-driven-businesses.

Experience: Mr. Christenson has been a Managing Director at Allen & Company, a New York investment bank, since June 2010. From April 2006 to May 2010, Mr. Christenson served as the President and Chief Operating Officer of CA, Inc., an IT management software and solutions company. From February 2005 to April 2006, Mr. Christenson served as CA, Inc.’s Executive Vice President of Strategy and Business Development. Prior to joining CA, Inc., Mr. Christenson held a number of leadership positions at Citigroup Global Markets, Inc. from 1987 to 2004. Mr. Christenson also serves on the Board of Councilors of the University of Southern California Viterbi School of Engineering.

Qualifications: We believe Mr. Christenson’s qualifications to serve on our Board include his extensive investment banking background, as well as his experience in the software industry and as an operating executive.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Our Board of Directors (continued)

 

 

 

Current Directors

 

Sara C. Andrews

SVP & Global Chief Information Security Officer, PepsiCo, Inc.

Age: 55

 

Skills:

Director Since: April 2018

Experience: Ms. Andrews has served as the Chief Information Security Officer at PepsiCo, Inc., a multinational food, snack and beverage corporation, since July 2014, where she is responsible for safeguarding networks and data across all PepsiCo business units and brands globally. Prior to joining PepsiCo, Ms. Andrews served as the Chief Network Security Officer and Chief Information Security Officer of Verizon Communications, Inc., a multinational telecommunications company, from June 1997 to July 2014, during which time she led several organizations responsible for data security and the security and integrity of Verizon’s wireline networks and information systems. Ms. Andrews also serves on the Board of the Collin County Children’s Advocacy Center, a non-profit child advocacy center based in Plano, Texas. Ms. Andrews is a member of the CISO (Chief Information Security Officer) Coalition National Leadership Board and in March 2019, was named an Ambassador to the World Economic Forum’s Cyber Security Center to support driving diversity and inclusion dividend in cybersecurity.

Qualifications: We believe Ms. Andrews’ qualifications to serve on our Board include her extensive experience in information and network security at large public companies as well as her experience in the telecommunications industry as an operating executive.

 

 

Ita M. Brennan

Chief Financial Officer, Arista Networks, Inc.

Age: 52

 

 

 

Skills:

Director Since: November 2018

Committee(s): Audit

Experience: Ms. Brennan has served as the Chief Financial Officer at Arista Networks, Inc., a leading provider of software-defined networking (SDN) solutions for large data center, cloud computing, high-performance computing and high-frequency trading environments, since May 2015. Prior to joining Arista, Ms. Brennan served as the Chief Financial Officer of QuantumScape Corporation, a designer and manufacturer of solid-state lithium metal batteries, from March 2014 to May 2015. Prior to QuantumScape, Ms. Brennan served in a number of key finance roles, including Chief Financial Officer, for Infinera Corporation, one of the world’s largest providers of optical transmission equipment for the telecommunications service provider market, from July 2006 to February 2014. From 1997 to 2006, Ms. Brennan held various roles at Maxtor Corporation, a multi-billion dollar information storage solutions company, including Vice President of Finance for the Company’s Worldwide Operations. Ms. Brennan is also a fellow of the Institute of Chartered Accountants and a public accounting alumna of Deloitte & Touche LLP, having worked at the firm in both Ireland and the United States.

Qualifications: We believe Ms. Brennan’s qualifications to serve on our Board include her financial and accounting expertise as well as her experience as a senior finance executive for a number of publicly held software and technology companies.

 

Edwin J. Gillis

Business Consultant & Private Investor; former EVP and Chief Financial Officer of Veritas Software Corporation

Age: 70

 

 

 

Skills:

Director Since: November 2007

Committee(s): Audit (Chair)

Other public company Boards: Since October 2006, Mr. Gillis has served on the Board of Teradyne, Inc., a leading supplier of automation equipment for test and industrial applications; from October 2009 to September 2017, Mr. Gillis served on the Board of Sophos Group plc, a security software and hardware provider; and served on the Board of Responsys, Inc., a provider of enterprise-scale cloud-based business to consumer marketing software, from March 2011 until their acquisition by Oracle Corporation in February 2104.

Experience: Mr. Gillis has worked as a business consultant and private investor since January 2006. His consulting engagements have included executive advisory and financial leadership roles at companies such as Nuance, Skype and Avaya. From July 2005 to December 2005, Mr. Gillis served as the Senior Vice President of Administration and Integration of Symantec Corporation, a publicly-traded Internet security company, following its merger with Veritas Software Corporation. From November 2002 to July 2005, Mr. Gillis served as Executive Vice President and Chief Financial Officer of Veritas Software Corporation. Prior to Veritas, Mr. Gillis served in a number of key financial roles, including Executive Vice President and Chief Financial Officer of PTC Inc., Chief Financial Officer of Lotus Development Corporation and as a Certified Public Accountant and Partner at Coopers & Lybrand L.L.P.

Qualifications: We believe Mr. Gillis’ qualifications to serve on our Board include his financial and accounting expertise as well as his extensive experience on public company Boards and as an operating executive of publicly held software companies.

 

 

David J. Henshall

President & Chief Executive Officer, Citrix Systems, Inc.

Age: 50

 

 

 

Skills:

Director Since: January 2017

Committee(s): Audit; Compensation (Chair)

Other public company Boards: Since July 2017, Mr. Henshall has served on the Board of Citrix Systems, Inc. Mr. Henshall has also served on the Board of Everbridge, Inc., a global provider of SaaS-based critical communications and enterprise safety solutions, from July 2015 to May 2018.

Experience: Mr. Henshall currently serves as President & Chief Executive Officer of Citrix Systems, Inc., a multinational software and cloud computing company. Beginning in 2003, Mr. Henshall held a number of senior finance roles within Citrix and served as Citrix’s Chief Financial Officer between September 2011 and June 2017 and as Citrix’s Chief Operating Officer from February 2014 to June 2017. In his roles as Citrix’s COO and CFO, Mr. Henshall oversaw Citrix’s worldwide finance, operations and administration organizations. Prior to joining Citrix, Mr. Henshall served as Chief Financial Officer of Rational Software Corporation, a software company acquired by IBM Corporation in 2003, and also held various finance positions at Cypress Semiconductor and Samsung.

Qualifications: We believe Mr. Henshall’s qualifications to serve on our Board include his extensive experience as a senior executive in the technology industry, including his experiences at several of the industry’s leading companies, as well as his financial expertise.

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Our Board of Directors (continued)

 

 Peter J. Sacripanti

Partner at McDermott Will & Emery LLP

Age: 63

 

 

 

Skills:

Director Since: January 2017

Committee(s): Audit; Nominating and Corporate Governance

Other Public Company Boards: Since December 2015, Mr. Sacripanti has served on the board of Citrix Systems, Inc.

Experience: Since 1996, Mr. Sacripanti has served as a Partner at McDermott Will & Emery, an international law firm with more than 1,000 full time employees and/or partners in North America, Europe, and Asia, where his practice includes representing and defending major corporations and industry groups, including Fortune 500 companies. Mr. Sacripanti previously served as the Chairman of the Executive Committee of McDermott Will & Emery from September 2010 to January 2017. Mr. Sacripanti also currently serves as a Trustee Fellow of Fordham University, the Jesuit University of New York; and serves as a member of the Columbia University Medical Center Board of Advisors and chair of the Cardiac Council for the Columbia University Medical Center.

Qualifications: We believe Mr. Sacripanti’s qualifications to serve on our Board include his years of experience representing large corporations on a variety of legal matters and his experience managing an international business organization.

 

Michael K. Simon

Co-founder and Former Chairman of the Board, LogMeIn, Inc.

Age: 54

Director Since: February 2003

Other public company Boards: Since June 2011, Mr. Simon has served on the Board of HubSpot, Inc., a leading marketing and sales software platform provider.

Experience: Mr. Simon co-founded LogMeIn and has served as Chairman of our Board of Directors since our inception in February 2003 until March 1, 2019, when he resigned from his Chairmanship effective the date thereof and from our Board of Directors effective May 30, 2019 following this Annual Meeting of Stockholders. Previously, Mr. Simon served as LogMeIn’s Chief Executive Officer and Secretary until December 2015. Prior to founding LogMeIn, Mr. Simon was the founder and Chief Executive Officer of Uproar, Inc., a publicly-traded provider of online game shows and interactive games acquired by Vivendi Universal Games, Inc. in March 2001. Mr. Simon is a trustee of The Carroll School in Lincoln, Massachusetts and a member of The Graduate Studies and Research Advisory Council of the University of Notre Dame.
Qualifications: We believe Mr. Simon’s qualifications to serve on our Board include his deep knowledge of LogMeIn and its operations as well as his extensive experience in the cloud-based connectivity and software-as-a-service industries.

 

 

William R. Wagner

President & Chief Executive Officer, LogMeIn, Inc.

Age: 52

 

 

 

Skills:

Director Since: March 2015

Other public company Boards: Since April 2018, Mr. Wagner has served on the board of Akamai Technologies, Inc., a global leader in Content Delivery Network (CDN) services.

Experience: Mr. Wagner has served as President and Chief Executive Officer of LogMeIn since December 2015. Mr. Wagner first joined LogMeIn in May 2013 as our Chief Operating Officer and served as our President and Chief Operating Officer from January 2015 to December 2015. Prior to joining LogMeIn, Mr. Wagner served as the Chief Operating Officer at Vocus, Inc., a leading cloud marketing software provider, from October 2010 to November 2012 and as Vocus’s Chief Marketing Officer from July 2006 to October 2010. Prior to Vocus, Mr. Wagner had served as the Chief Marketing Officer at Fiberlink Communications, from February 2000 to June 2006. From June 1998 to January 2000, Mr. Wagner served as the Marketing Director of AT&T, one of the world’s largest telecommunication companies. In December 2017, Mr. Wagner joined the Boston local advisory board of BUILD: Greater Boston, a non-profit that uses entrepreneurship to help students make the connection between academics and life.

Qualifications: We believe Mr. Wagner’s qualifications to serve on our Board include his extensive sales and marketing leadership experience working at a number of successful technology and software-as-a-service businesses, as well as his current experience as an operating executive in the software industry and at the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

20   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

Corporate Governance

Our Commitment to Corporate Governance

The principal responsibility of our Board of Directors is to oversee the management of the Company and, in so doing, serve the best interests of the Company and its stockholders. To help fulfill this responsibility, our Board of Directors has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics. We believe that these corporate governance policies and guidelines adopted by our Board of Directors reflect many current “best practices,” including:

 

   A “majority” voting standard and a director resignation policy for directors in uncontested elections

   All directors with the exception of Messrs. Simon and Wagner are independent under the NASDAQ Marketplace Rules

   An independent Chairman helps set Board and Committee meeting agendas

   Three standing Board Committees, all of which are comprised solely of independent directors

   Directors have full and free access to management and, as necessary and appropriate, independent advisors

 

   Separate Chairman and Chief Executive Officer

   All directors attended greater than 75% of Board meetings held during 2018

   Our insider trading policy prohibits executives and directors from hedging or pledging LogMeIn stock

   Directors and Section 16 executive officers are subject to stock ownership guidelines

   At least annually, the Board of Directors and its Committees conduct a self-evaluation to determine whether they are functioning effectively

 

Complete copies of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters for our Audit, Compensation, and Nominating and Corporate Governance Committees are available on the “Investors — Corporate Governance — Documents & Charters” section of our website, www.logmeininc.com. Alternatively, you may request a copy of any of these documents free of charge by writing to:

LogMeIn, Inc.

320 Summer Street

Boston, Massachusetts 02210

Attention: Investor Relations

Any amendments to our Code of Business Conduct and Ethics will be disclosed on our website.

 

LOGMEIN, INC.   21


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

Our Commitment to Environmental, Social and Governance Matters

At LogMeIn, we recognize the impact that a business can have on its surrounding community and environment and believe that an organization has the responsibility to be a good corporate citizen of the world. We also value our employees and recognize the critical roles that they play in the achievement of our long-term goals and overall success. The following is intended as a summary of some of the steps we have taken to create a safe, inclusive and positive workplace for our employees while also conducting our operations in an environmentally responsible manner. Additional information can be found in our Social & Environmental Responsibility Principles under the “Investor — Corporate Governance-Documents & Charters” section on our website, located at www.logmeininc.com.

 

Social Considerations & Human Capital Management

At LogMeIn, we believe that our employees are our greatest asset and we are committed to having a workforce that will enable the long-term success of our business. The following is intended to highlight certain aspects of our corporate culture and summarize of some of the programs we have put in place to help us continue to attract, retain and inspire key talent:

 

Employee feedback is crucial to how we measure our success in continuing to be a great place to work. For these reasons, in 2018, we regularly conducted employee Net Promoter Score® (“eNPS”) surveys of our employee base so that we can quantitatively measure and track employee engagement. More recently, we partnered with BlessingWhite, a division of GP Strategies Corporation, to conduct a High Engagement Level Report Survey and received an 84% response rate from our employees.

Recent studies released by Comparably in 2018 named LogMeIn as a winner of Best Company Culture, Best Companies for Women and ranked our CEO William Wagner among the top 50 CEOs for women and for diversity. LogMeIn has been ranked as one of the top ten companies in the large category of the Boston Business Journal’s Best Places to Work nine times.

We are committed to hiring, developing and promoting a diverse workplace where employees are encouraged to share diverse opinions. We believe that ethnic and gender diversity helps set a tone of inclusiveness and equality in the workplace. We are committed to providing equal opportunity in employment to all employees and applicants for employment, and no employee or applicant is discriminated against in the terms and conditions of employment on the basis of race, creed, religion, color, ancestry, sex, age, marital status, national origin, veteran status, genetic information, disability, sexual orientation, or any other classification protected by law.

LogMeIn is home to several Employee Resource Groups which help foster inclusion and belonging in our global workplace. Approximately a quarter of our worldwide employees are members of LogMeIn’s social initiatives groups promoting diversity and inclusion such as LogHerIn (a group committed to amplifying female culture at LogMeIn), PRIDE (our LGBTQ resource group) and BE (an employee resource group for black employees).

We actively promote a number of benefits and programs to support the health and welfare of our employees including yoga and Zumba classes, basketball tournaments and running groups, and an annual “wellness week” aimed at educating our employees and providing them with access to local health and wellness resources.

We are committed to maintaining a safe and inclusive working environment for all employees and have implemented a zero-tolerance policy of violence in the workplace and strictly enforce a prohibition against harassment, sexual or otherwise, of any of our employees by anyone, including any supervisor, co-worker, vendor, client or customer.

We pride ourselves on being a progressive, forward thinking employee-centric organization and work with our local HR and benefits teams to comply with all applicable local benefit, wage and hour laws and regulations. In 2018, we partnered with external counsel to conduct a comprehensive self-audit of pay equity across the Company. The analysis was undertaken partly in response to the Massachusetts Equal Pay Act, or MEPA, however, given our Company philosophy of promoting diversity and our commitment to equal opportunity, our executive team requested that the audit be expanded to include all Company employees globally in an effort to ensure that LogMeIn was practicing equal pay for comparable work across all of its offices regardless of gender, race/ethnicity, and multiple other protected classes.

 

Our Environment

We recognize the impact that companies can have on the environment and we are working to integrate sustainability initiatives into our business practices by:

Reducing greenhouse emissions at our facilities through energy conservation and energy efficiency;

Utilizing data centers that earn an A rating by Greenpeace;

Responsibly managing and disposing of our electronic waste and using our recycling credits to support organizations partnered with LogMeIn’s Corporate Social Responsibility program, Mission Possible;

Creating office environments that promote conservation through water efficiency, source reduction, recycling, composting and the use of sustainable products; and

Fostering employee awareness and active participation in sustainability efforts through communications, campaigns and best practices.

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

 

Community Involvement

 

At LogMeIn, we promote a sense of corporate social responsibility by encouraging our employees to take part in social and community volunteering through our corporate social responsibility program, known as Mission Possible. For example, in 2018, we:

Hosted 500+ children and young adults across our Boston, Utah, Mountain View, Karlsruhe, Germany and Bangalore, India offices as part of our global STEM In initiative, a workshop designed to sponsor engaging STEM (science, technology, engineering and math) focused activities and programs. We also partnered with youth groups like CoderDojo and Girls Who Code to encourage children and young adults to pursue careers in technology and help close the diversity and achievement gaps in tech;

Encouraged and helped our employees find meaningful ways to volunteer and engage with their local community through Company sponsored VTO (Volunteer Time Off) days ranging from sorting food at local food banks to helping to build homes to mentoring and teaching local children;

Partnered with the Red Cross to hold numerous blood drives, made donations to and had employees volunteer with Direct Relief and Habitat for Humanity to provide aid following the California wildfires and mudslides, India’s Kerala floods and the Fuego Volcano in Guatemala; and

Ran a match campaign with the United Way during which time we matched employee charitable gifts 1:1 up to $100,000 Company-wide. 22% of LogMeIners donated to charitable causes they were passionate about and we exceeded our stated fundraising goals.

Board Leadership Structure

In February 2019, we announced a Board succession plan whereby our co-founder and long-time Chairman, Mr. Michael Simon, resigned his position as Chairman of the Board effective as of the close of business on March 1, 2019 and Mr. Robert Calderoni was appointed to succeed him. Mr. Simon also resigned from the Board effective as of the conclusion of our 2019 Annual Meeting of Stockholders on May 30, 2019. Mr. Calderoni is considered “independent” under the standards set forth in the NASDAQ Marketplace Rules and the Exchange Act. Our Corporate Governance Guidelines provide for the appointment of an independent “Lead Director” in the event that the Chairman of the Board is not an independent director. Prior to Mr. Calderoni succeeding Mr. Simon as Chairman in March 2019, Mr. Edwin Gillis served as our Lead Independent Director.

As our Chairman, Mr. Calderoni is responsible for, among other things, presiding over and managing the Board and setting agendas for our Board meetings. Our Board of Directors believes that Mr. Calderoni’s extensive experience as a leader and manager of multiple large scale global software-as-a-service companies, particularly his experience leading companies through business transition situations, as well as his experience as Chairman of the Board and Former Interim President and CEO of Citrix Systems, Inc., makes him uniquely qualified for the role of Chairman because he possesses detailed knowledge of the issues, opportunities and challenges facing the Company, its business and its industry.

Director Independence

NASDAQ and Exchange Act Independence Standards

Under Rule 5605(b)(1) of the NASDAQ Marketplace Rules (the “NASDAQ Rules”), independent directors must comprise a majority of a listed company’s Board of Directors within one year of listing. The NASDAQ Rules also require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating and Corporate Governance Committees be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 (“Rule 10A-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the NASDAQ Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his capacity as a member of the Audit Committee, the Board of Directors, or any other Board Committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has determined that, with the exception of Mr. Simon and Mr. Wagner, all of our current directors, including each of Messrs. Calderoni, Henshall and Sacripanti – who were appointed in connection with the Merger with Citrix’ GoTo business, qualify as “independent” as that term is defined under NASDAQ Marketplace Rule 5605(a)(2) and the SEC regulations and that those directors who comprise our Audit, Compensation and Nominating and Corporate Governance Committees also satisfy the heightened independence standards for those committees established by applicable SEC regulations and the NASDAQ Rules. In making this determination, our Board of Directors considered the relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

 

LOGMEIN, INC.   23


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

Additional Independence Standards

In addition to the independence standards required by the NASDAQ Rules and the Exchange Act, certain organizations that serve institutional investors have additional heightened standards and policies which they use to evaluate director independence when making voting recommendations to shareholders. These standards and policies are often driven by a belief that directors who are too closely tied to management may have inherent conflicts of interest and therefore may be less willing and able to effectively evaluate and scrutinize company performance.

With the exception of Mr. Simon, who previously served as our CEO, and Mr. Wagner, who currently serves as our President and CEO, we believe that our other eight directors are sufficiently independent from our management team to allow them to effectively serve as directors since, in addition to their independence under the NASDAQ and Exchange Act standards, none of them have ever served as an officer or employee of LogMeIn or one of its affiliates, nor have they ever beneficially owned more than 50% of LogMeIn’s voting power.

Specifically with regard to Mr. Calderoni and Mr. Henshall, each of whom currently hold management positions at Citrix, it is important to note that: (i) while each is an officer of Citrix, Citrix itself never owned any shares of LogMeIn, and thus was not an affiliate of LogMeIn; (ii) Citrix was not a parent or predecessor to LogMeIn; and (iii) LogMeIn never had a joint venture or partnership arrangement, before, during or after the Merger with Citrix.

Board Meetings and Attendance

Our Board met seven (7) times during the year ended December 31, 2018. During 2018, each director attended at least 75% of the Board meetings held during the period for which he or she has been a director and each incumbent director attended at least 75% of the meetings held by the committees of the Board on which he or she then served. All of our directors were present at our Annual Meeting of Stockholders in May 2018.

Board Committees

During fiscal 2018, our Board of Directors had three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a charter that has been approved by our Board of Directors in compliance with the NASDAQ Marketplace Rules, copies of which are available under the “Investor — Corporate Governance-Documents & Charters” section on our website, located at www.logmeininc.com.

 

 

24   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

 The following table indicates the members of each Board Committee from January 1, 2018 to December 31, 2018:

 

Director Name:

 

Audit

Committee

 

Compensation

Committee

 

Nominating &

Corporate Governance

Committee

 

Robert M. Calderoni

 

 

Sara C. Andrews

 

 

 

Steven J. Benson

 

Ita M. Brennan

 

 

Michael J. Christenson

 

Jesse A. Cohn(1)

 

 

 

Edwin J. Gillis

 

 

David J. Henshall

 

Peter J. Sacripanti

 

Michael K. Simon

 

 

 

William R. Wagner

 

 

 

Number of Meetings held in fiscal 2018

6

5

2

 

(1)

Mr. Cohn elected not to stand for re-election at the 2018 Annual Meeting of Stockholders, when his term expired. He was not a member of any Committee during fiscal 2018.

 

= Chairman of the Board    = Committee Chair   = Committee member

Audit Committee — At the beginning of fiscal 2018, our Audit Committee was comprised of Mr. Gillis, who serves as chairman, Mr. Henshall and Mr. Sacripanti. In November 2018, in connection with her appointment to our Board of Directors, Ms. Brennan was also added to the Audit Committee. Our Board of Directors has determined that each Audit Committee member satisfies the requirements for financial literacy under the current requirements of the NASDAQ Marketplace Rules. Mr. Gillis is an “Audit Committee financial expert,” as defined by SEC rules, and satisfies the financial sophistication requirements of the NASDAQ Global Select Market. Our Audit Committee assists our Board of Directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. The Audit Committee’s responsibilities include:

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

monitoring our internal controls over financial reporting, disclosure controls and procedures, and Code of Business Conduct and Ethics;

reviewing our risk-management policies, data security programs and procedures as well as monitoring cybersecurity risks and the Company’s compliance with its data privacy obligations;

establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and resolution of accounting-related complaints and concerns;

meeting independently with our independent registered public accounting firm and management;

reviewing and approving or ratifying any related-person transactions; and

preparing the annual Audit Committee report required by SEC rules.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit Committee.

Compensation Committee — The members of our Compensation Committee are Mr. Henshall, who serves as chairman of the Committee, and Messrs. Benson, Calderoni and Christenson. The Compensation Committee’s responsibilities include:

annually reviewing and approving corporate goals and objectives used to set Chief Executive Officer compensation;

determining our Chief Executive Officer’s compensation;

reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our other executive officers;

overseeing the evaluation of our senior executives;

approving equity awards (over a certain size) granted to employees, overseeing the Company’s annual equity budget and monitoring equity metrics and performance relative to that of our peer group and the market;

overseeing and administering our short and long-term incentive programs and ensuring they are aligned to the Company’s short and long-term, business goals;

reviewing and making recommendations to our Board of Directors with respect to director compensation;

reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure required by SEC rules; and

preparing the annual Compensation Committee report required by SEC rules.

 

LOGMEIN, INC.   25


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

None of our executive officers serve as a member of the Board of Directors or Compensation Committee, or other Committee serving an equivalent function, of any entity where a member of our Board of Directors or our Compensation Committee serves as an executive officer. None of the members of our Compensation Committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.

Nominating and Corporate Governance Committee — The members of our Nominating and Corporate Governance Committee are Mr. Benson, who serves as chairman of the Committee, and Messrs. Christenson and Sacripanti. The Nominating and Corporate Governance Committee’s responsibilities include:

identifying individuals qualified to become members of our Board of Directors;

recommending to our Board of Directors the persons to be nominated for election as directors and to each Board Committee;

reviewing and making recommendations to our Board of Directors with respect to management succession planning;

developing and recommending corporate governance principles to our Board of Directors; 

oversight of our environmental, social and governance, or “ESG,” programs; and

overseeing an annual evaluation of our Board of Directors.

Director Nomination Process

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of our Board of Directors and for recommending to our Board of Directors the persons to be nominated for election as directors and to each Board Committee.

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates typically includes:

retaining the services of an executive search firm to help identify and evaluate potential director candidates;

soliciting recommendations for qualified nominees from current members of the Board and management; and

scheduling interviews and meetings with potential candidates and members of the Nominating and Corporate Governance Committee, the Board of Directors and members of senior management.

Our Nominating and Corporate Governance Committee also considers candidates proposed by our stockholders. Stockholders nominating director candidates must follow the procedures set forth under “INFORMATION ABOUT THE ANNUAL MEETING AND VOTING — “May I recommend a candidate for LogMeIn’s Board of Directors?”” and “How and when may I submit a stockholder proposal for the 2020 Annual Meeting?”

Candidate Criteria and Skills

Before recommending any particular candidate for inclusion in the Board of Directors’ slate of recommended director nominees, our Nominating and Corporate Governance Committee believes that each candidate must satisfy at least the following minimum criteria:

a reputation for integrity, honesty and adherence to high ethical standards;

a demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to LogMeIn’s current and long-term objectives and a willingness to contribute positively to LogMeIn’s decision-making process;

a commitment to understand LogMeIn and its industry and to regularly attend and participate in meetings of the Board and its Committees;

the ability to understand the sometimes conflicting interests of the various constituencies of LogMeIn, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;

candidates should not have, nor appear to have, a conflict of interest that would impair the candidate’s ability to represent the interests of all of LogMeIn’s stockholders and to fulfill the responsibilities of a director;

the value of diversity, including that of gender, race, ethnicity, age and sexual orientation, on the Board should be considered; and

the ability to serve for at least three years before reaching the age of 70.

In addition to the above minimum criteria, our Board of Directors also believes that having directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to LogMeIn’s business, while also representing a diversity of gender, race, age, sexual orientation and ethnicity, contributes to a well-balanced and effective Board. Therefore, the Nominating and Corporate Governance Committee is committed to ensuring that at least one candidate representing a diversity of gender, race, ethnicity, age and/or sexual orientation is included in each pool of new candidates from which Board nominees are chosen, and that directors should be selected so that the Board is a diverse body. Any search firm retained by our Nominating and Corporate Governance Committee to find director candidates will be instructed to take into account all of the criteria used by our Nominating and Corporate Governance Committee, including diversity. Director nominees are not discriminated against on the basis of gender, race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

In the spirit of this commitment to diversity the two most recent directors appointed to our Board of Directors were women and going forward, the Board remains committed to ensuring that it remains a diverse body, reflecting a variety of different perspectives, backgrounds and experiences.

The Nominating and Corporate Governance Committee believes that the re-nomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above, the director’s past performance as a member of the Board and confirmation that each nominee possesses the appropriate skills and characteristics required of LogMeIn’s directors.

 

You can find more detailed information on our process for selecting Board members and our criteria for Board nominees in our Corporate Governance Guidelines, which are available on the “Investors — Corporate Governance — Documents & Charters” section of our website, www.logmeininc.com.

 

26   LOGMEIN, INC.


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

Director Voting Standard

Our by-laws provide that, in an uncontested election, each director will be elected by a majority of votes cast. A “majority of votes cast” means the number of shares voted “for” a director exceeds the number of votes cast “against” that director. In addition, our Corporate Governance Guidelines include a director resignation policy that provides that, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee, or another duly authorized Committee of the Board, will determine whether to accept or reject the tendered resignation generally within ninety days after certification of the election results. No director who failed to receive the required votes for re-election may participate in the consideration of the matter. The Company will publicly disclose the Nominating and Corporate Governance Committee’s (or other responsible Committee’s) decision.

The majority voting standard does not apply, however, if the Board of Directors determines that the number of nominees for director exceeds the number of directors to be elected. In such circumstances, even if the number of nominees for director later no longer exceeds the number of directors to be elected, directors will instead be elected by a plurality of the votes cast, meaning that the nominees receiving the most votes will be elected.

Compensation Risk Assessment

Consistent with the SEC’s disclosure requirements, we have assessed our compensation programs for all employees. We have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Management has evaluated our executive and employee compensation and benefits programs to determine if these programs’ provisions and operations create undesired or unintentional risk of a material nature. The risk assessment process includes a review of program policies and practices; analysis to identify risks and risk controls related to our compensation programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, the effectiveness of our risk controls and the impacts of our compensation programs and their risks to LogMeIn strategy. Although we periodically review all compensation programs, we focus on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout. In relation to this, we believe that our incentive compensation arrangements provide incentives that do not encourage risk taking beyond our ability to effectively identify and manage significant risks and are compatible with effective internal controls and the risk management practices of LogMeIn.

The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in the Company’s business or risk profile.

The Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. Additionally, the Compensation Committee may delegate authority to one or more sub-committees as it deems appropriate. The processes and procedures followed by our Compensation Committee in considering and determining executive compensation are described below under the heading “Executive Compensation Discussion and Analysis.”

Transactions with Related Persons

Since January 1, 2018, we have not engaged in any transactions with our directors, executive officers and holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers or holders of more than 5% of our voting securities, in which the amount involved exceeds $120,000.

Our Board of Directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee of our Board of Directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between Audit Committee meetings, subject to ratification by the Audit Committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider:

the related person’s interest in the related person transaction;

the approximate dollar value of the amount involved in the related person transaction;

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us of, the transaction; and

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

 

LOGMEIN, INC.   27


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Corporate Governance (continued)

 

The Audit Committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is consistent with our best interests. The Audit Committee may impose any conditions on the related-person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, our Board of Directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of our annual consolidated gross revenues; and

a transaction that is specifically contemplated by provisions of our charter or by-laws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

Communicating with our Board of Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chairman of the Nominating and Corporate Governance Committee, subject to the advice and assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the Nominating and Corporate Governance Committee considers to be important for the directors to review. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications to our Board of Directors on any topic should address such communications to:

LogMeIn, Inc.

320 Summer Street

Boston, Massachusetts 02210

Attention: Board of Directors, c/o Corporate Secretary

 

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Director Compensation

Overview of 2018 Director Compensation Program

Our Compensation Committee is responsible for overseeing our director compensation program and for making recommendations to our Board of Directors regarding the appropriateness of our director compensation levels. We use a combination of cash and stock-based compensation to attract and retain qualified persons to serve on our Board of Directors. Our Compensation Committee has retained an independent compensation consultant, Compensia, Inc., or Compensia, who reports directly to the Compensation Committee and uses competitive market data to provide the Committee with compensation ranges that are consistent with the compensation offered by other companies within our peer group.

Mr. Wagner, our President and Chief Executive Officer, did not receive any compensation in connection with his service as a director during fiscal 2018. The compensation that we paid in 2018 to Mr. Wagner as an employee is discussed in the “Executive Compensation Discussion and Analysis” section beginning on page 39.

2018 Director Cash Compensation

For fiscal 2018, each of our non-employee directors were entitled to receive the annual cash retainer fees set forth in the tables below, which were paid in quarterly installments. We also reimburse each non-employee director for any out-of-pocket expenses incurred in connection with their attending meetings of our Board of Directors.

The tables below summarize our 2018 non-employee director cash compensation program:

 

Board Membership

Annual Cash Retainer

General Board Member

 

$

50,000

 

 

Chairman of the Board

 

$

75,000

 

 

Independent Lead Director(1)

 

$

75,000

 

 

 

(1)

Mr. Edwin J. Gillis served as our independent Lead Director during the year ended December 31, 2018.

 

 

Annual Committee Retainers

Board Committee

Committee

Chairman

Committee

Member

Audit

 

$

25,000

 

 

 

$

10,000

 

 

Compensation

 

$

20,000

 

 

 

$

10,000

 

 

Nominating and Corporate Governance

 

$

10,000

 

 

 

$

5,000

 

 

 

2018 Director Stock Compensation

In addition to cash compensation, we also grant our non-employee directors restricted stock unit, or RSU, awards under our Amended and Restated 2009 Stock Incentive Plan. In determining the amounts of RSU awards to be granted to our non-employee directors, the Compensation Committee generally plans to grant awards that are deemed to be competitive with the equity awards granted by the other companies within our fiscal 2018 compensation peer group and other companies within our industry and region.

Each of our non-employee directors who served during fiscal 2018 were awarded a time-based RSU award with vesting conditions which were subject to their continued service as a director through their applicable vesting date. Pursuant to the individual award agreements, vesting rights typically cease after termination of service except in the case of death or disability. Prior to the vesting of an RSU, the holder has no rights as a stockholder with respect to the shares subject to such RSU, including voting rights and the right to receive dividends.

 

LOGMEIN, INC.   29


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Director Compensation (continued)

 

 In fiscal 2018, the following time-based RSU awards were granted to our non-employee directors:

 

Non- Employee Director

Shares of

Common Stock Subject to

Time-Based RSU Awards (#)

Sara C. Andrews

 

4,979

(1)

 

Steven J. Benson

 

2,223

(2)

 

Ita M. Brennan

 

6,483

(3)

 

Robert M. Calderoni

 

2,223

(2)

 

Michael J. Christenson

 

2,223

(2)

 

Jesse A. Cohn(4)

 

 

 

Edwin J. Gillis

 

2,223

(2)

 

David J. Henshall

 

2,223

(2)

 

Peter J. Sacripanti

 

2,223

(2)

 

Michael K. Simon

 

2,223

(2)

 

 

 

(1)

The 2018 RSU awards granted to Ms. Andrews were awarded at the May 31, 2018 meeting of our Board of Directors in connection with her appointment to the Board. The shares underlying this award shall vest in two equal installments over a two-year period whereby 100% of the shares will become fully vested on the earlier of the 2020 Annual Meeting of Stockholders or the second anniversary of the date of grant, subject to their continued service through such date.

 

(2)

The 2018 RSU awards granted to Messrs. Benson, Calderoni, Christenson, Gillis, Henshall, Sacripanti and Simon were awarded at the May 31, 2018 meeting of our Board of Directors and the shares underlying these awards will become fully vested on the earlier of the 2019 Annual Meeting of Stockholders or the first anniversary of the date of grant, subject to the director’s continued service through such date.

 

(3)

The 2018 RSU awards granted to Ms. Brennan were awarded at the December 6, 2018 meeting of our Board of Directors in connection with her appointment to the Board and vest in two equal installments over a two-year period whereby the shares underlying these awards will become fully vested on December 6, 2020, subject to her continued service through such date.

 

(4)

Mr. Cohn elected not to stand for re-election at the 2018 Annual Meeting of Stockholders, when his term expired. Mr. Cohn was not granted any RSU awards during fiscal 2018.

Director Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines, as amended in fiscal 2018, for our non-employee directors. Pursuant to these stock ownership guidelines, each current non-employee director and any newly appointed non-employee director is required to, by the date three (3) years from the date the guidelines became applicable to such non-employee director, own shares of the Company’s common stock having an aggregate value at least equal to three (3) times the amount of the annual cash retainer that we currently pay our non-employee directors for general service on our Board, excluding any additional retainers paid for serving on committees or as Lead Independent Director. For purposes of this calculation, shares of the Company’s common stock held directly or indirectly by the non-employee director are included while any outstanding and unvested RSU awards or any outstanding and unvested or vested but unexercised stock option awards are excluded. Prior to amending the guidelines in 2018, our non-employee directors were required to own shares having an aggregate value equal to one times the annual cash retainer.

Director Compensation in Fiscal 2018

The following table sets forth information regarding compensation earned by our non-employee directors during 2018:

 

Name

Fees Earned or

Paid in Cash($)(1)

Stock

Awards ($)(2)(3)

Total ($)

Sara C. Andrews(4)

 

$

37,083

 

 

 

$

537,234

 

(7)

 

 

$

574,317

 

 

Steven J. Benson

 

$

70,000

 

 

 

$

239,862

 

(8)

 

 

$

309,862

 

 

Ita M. Brennan(5)

 

$

9,130

 

 

 

$

569,272

 

(9)

 

 

$

578,402

 

 

Robert M. Calderoni

 

$

60,000

 

 

 

$

239,862

 

(8)

 

 

$

299,862

 

 

Michael J. Christenson

 

$

65,000

 

 

 

$

239,862

 

(8)

 

 

$

304,862

 

 

Jesse A. Cohn(6)

 

$

20,833

 

 

 

$

 

 

 

 

$

20,833

 

 

Edwin J. Gillis

 

$

97,917

 

 

 

$

239,862

 

(8)

 

 

$

337,779

 

 

David J. Henshall

 

$

80,000

 

 

 

$

239,862

 

(8)

 

 

$

319,862

 

 

Peter J. Sacripanti

 

$

65,000

 

 

 

$

239,862

 

(8)

 

 

$

304,862

 

 

Michael K. Simon

 

$

72,917

 

 

 

$

239,862

 

(8)

 

 

$

312,779

 

 

 

(1)

The amounts reported in this column represent the aggregate dollar amount, pro-rated for any partial year of service, of all fees earned or paid in cash to each non-employee director in fiscal 2018 for their service as a director, including any annual retainer fees, Committee and/or chairmanship fees and lead director fees.

(2)

The amounts shown in this column represent the grant date fair value calculated in accordance with the provisions of FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 21, 2019.

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Director Compensation (continued)

 

(3)

The following table shows the aggregate number of outstanding stock awards as of December 31, 2018 by each of our non-employee directors who served during 2018. None of our non-employee directors held stock options as of December 31, 2018:

 

Name

Stock Awards (#)

Sara C. Andrews

 

 

4,979

 

 

Steven J. Benson

 

 

2,223

 

 

Ita M. Brennan

 

 

6,483

 

 

Robert M. Calderoni

 

 

4,674

 

 

Michael J. Christenson

 

 

2,223

 

 

Jesse A. Cohn

 

 

 

 

Edwin J. Gillis

 

 

2,223

 

 

David J. Henshall

 

 

4,674

 

 

Peter J. Sacripanti

 

 

4,674

 

 

Michael K. Simon

 

 

2,223

 

 

 

(4)

Ms. Andrews joined our Board of Directors effective April 4, 2018.

(5)

Ms. Brennan joined our Board of Directors effective November 5, 2018.

(6)

Mr. Cohn did not stand for re-election and his term expired at the 2018 Annual Meeting of Stockholders.

(7)

Represents 4,979 RSU awards granted to Ms. Andrews at the May 31, 2018 meeting of our Board of Directors in connection with her appointment to the Board, which vest in two equal installments over a two-year period whereby the shares underlying these awards will become fully vested on the earlier of the 2020 Annual Meeting of Stockholders or the second anniversary of the date of grant, subject to the director’s continued service through such date.

(8)

Represents 2,223 RSU awards granted at the May 31, 2018 meeting of our Board of Directors, whereby the shares underlying these awards will become fully vested on the earlier of the 2019 Annual Meeting of Stockholders or the first anniversary of the date of grant, subject to the director’s continued service through such date.

(9)

Represents 6,483 RSU awards granted to Ms. Brennan at the December 6, 2018 meeting of our Board of Directors in connection with her appointment to the Board, which vest in two equal installments over a two-year period whereby the shares underlying these awards will become fully vested on December 6, 2020, subject to her continued service through such date.

 

 

 

LOGMEIN, INC.   31


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

 

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2019. Although stockholder approval of our Audit Committee’s selection of Deloitte & Touche LLP is not required by law, we believe that it is advisable to give stockholders an opportunity to ratify this selection. If our stockholders do not ratify this selection, our Audit Committee will take that into consideration and may reconsider the selection. We expect that a representative of Deloitte & Touche LLP, which served as our independent registered public accounting firm for the year ended December 31, 2018, will be present at the Annual Meeting to respond to appropriate questions and to make a statement if he or she wishes.

Our Board of Directors recommends a vote FOR this proposal.

Audit Committee Report

The Audit Committee has reviewed and discussed with our management our audited consolidated financial statements for the year ended December 31, 2018. The Audit Committee has also reviewed and discussed with Deloitte & Touche LLP, our independent registered public accounting firm, our audited consolidated financial statements and the matters required by Statement on Auditing Standards No. 61 (Communications with Audit Committees), or SAS No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. SAS No. 61 requires our independent registered public accounting firm to discuss with the Audit Committee, among other things, the following to the extent applicable or relevant:

•   methods to account for significant unusual transactions;

•   the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

•   the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and

•   disagreements with management, if any, over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements.

The Audit Committee has also received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP the matters disclosed in the letter and its independence with respect to LogMeIn, including a review of audit and non-audit fees and services, and concluded that Deloitte & Touche LLP is independent.

Based on its discussions with management and Deloitte & Touche LLP, and its review of the representations and information referred to above provided by management and Deloitte & Touche LLP, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.

By the Audit Committee of the Board of Directors of LogMeIn, Inc.,

Edwin J. Gillis, Chairman

Ita M. Brennan

David J. Henshall

Peter J. Sacripanti

 

 Auditor Fees and Services

The following table presents the aggregate fees of Deloitte & Touche LLP, our independent registered public accounting firm, incurred by us for the years ended December 31, 2017 and 2018:

 

Fee Category

2017

2018

Audit Fees(1)

 

$

2,431,800

 

 

 

$

2,000,300

 

 

Tax Fees(2)

 

 

520,500

 

 

 

 

464,200

 

 

All Other Fees(3)

 

 

99,800

 

 

 

 

118,000

 

 

Total Fees

 

$

3,052,100

 

 

 

$

2,582,500

 

 

 

(1)

Audit fees consisted of fees for the audit of our annual financial statements, the review of our interim financial statements, the review of financial information included in our filings with the SEC, an assessment of the effectiveness of our internal controls over financial reporting in connection with Section 404 of the Sarbanes-Oxley Act of 2002 and other professional services provided in connection with statutory and regulatory filings or engagements.

(2)

Tax fees consisted of fees for tax compliance, tax advice and tax planning services.

(3)

All other fees consist principally of tax compliance services related to our expatriate employees, foreign jurisdiction government grant review, and subscription for research tools.

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

PROPOSAL 2 (continued)

 

The Audit Committee of our Board of Directors believes that the non-audit services described above did not compromise Deloitte & Touche LLP’s independence. The Audit Committee’s charter, a copy of which can be found on the “Investors — Corporate Governance — Documents & Charters” section of our website, www.logmeininc.com, requires that all proposals to engage Deloitte & Touche LLP for services, and all proposed fees for these services, be submitted to the Audit Committee for approval before Deloitte & Touche LLP may provide the services. From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our registered public accounting firm during the next twelve months. Any pre-approval is also generally subject to a maximum dollar amount, and the Audit Committee is informed of each service once it has been provided.

 

 


 

LOGMEIN, INC.   33


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

 

PROPOSAL 3 — APPROVAL OF THE LOGMEIN, INC. 2019 EMPLOYEE STOCK Purchase Plan (the “ESPP”)

Our Board of Directors has adopted and is requesting that our stockholders approve the LogMeIn, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) so that eligible employees may purchase LogMeIn shares pursuant to a plan which is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code. If the ESPP is not approved by our stockholders within 12 months following its adoption, the ESPP will have no further force and effect.

We operate in a highly competitive and challenging marketplace in which our success depends to a great extent on our ability to attract and retain high-caliber employees. We believe that offering the ESPP to eligible employees of the Company and its participating subsidiaries assists with these challenges. Such a plan provides eligible employees with a convenient means of acquiring an equity interest in the Company through payroll deductions to enhance such employees’ sense of participation in the affairs of the Company and its participating subsidiaries, and to provide an incentive for continued employment.

The ESPP authorizes the issuance of up to 1,500,000 shares of our common stock, which may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.” This share reserve represents 3% of our outstanding shares of common stock on April 10, 2019. We cannot precisely predict our share usage under the ESPP as it will depend on a range of factors including the level of our employee participation, the contribution rates of participants, the trading price of our common stock and our future hiring activity.

If approved, the ESPP is expected to be a significant part of our overall equity compensation strategy, especially with respect to our non-executive employees. The ESPP allows our employees to buy shares of our common stock at a discount through payroll deductions. In the industry in which we compete for talent, we believe that offering an employee stock purchase program is important to our ability to maintain competitiveness.

Our Board of Directors recommends a vote FOR the approval of the ESPP.

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

PROPOSAL 3 (continued)

 

Summary of the ESPP

The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the ESPP itself, which is attached as Annex B to this Proxy Statement.

Purpose

The ESPP has been designed to assist our eligible employees in acquiring a stock ownership interest in our Company and to encourage our eligible employees to remain in our employment.

Securities Subject to the ESPP

A total of 1,500,000 shares of our common stock are initially reserved for issuance under our ESPP, which may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.”

Administration

Our Board of Directors or its committee has full and exclusive authority to interpret the terms of the ESPP and determine eligibility. Our Compensation Committee will be the “Administrator” of the ESPP.

Eligibility

The Administrator may designate certain of our subsidiaries as participating “designated subsidiaries” in the ESPP and may change these designations from time to time. Employees of the Company and our designated subsidiaries are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the Administrator. Unless otherwise determined by the Administrator, our employees are eligible to participate in the ESPP if they are customarily employed by us or a designated subsidiary for more than 20 hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase stock under our ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common stock or other class of stock.

If the grant of a purchase right under the ESPP to any eligible employee who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction or the grant of a purchase right to such employee in compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Internal Revenue Code, or the Code, as determined by the Administrator in its sole discretion, such employee will not be permitted to participate in the ESPP.

Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the Administrator prior to the relevant offering date. Directors who are not employees, as well as consultants, are not eligible to participate in the ESPP. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.

As of March 31, 2019, we had approximately 3,554 employees, of whom approximately 3,315 would have been eligible to participate in the ESPP had it been in effect on such date. Also as of that date, we did not have any consultants or non-employee directors eligible to participate in the ESPP.

Participation in an Offering

Offering Periods and Purchase Periods. The ESPP is intended to qualify under Section 423 of the Code and common stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the Administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The number of purchase periods within, and purchase dates during, each offering period will be established by the Administrator prior to the commencement of each offering period. Offering periods under the ESPP will commence when determined by the Administrator. The Administrator may, in its discretion, modify the terms of future offering periods.

Enrollment and Contributions. The ESPP permits participants to purchase common stock through payroll deductions of up to 25% of their eligible compensation, which includes a participant’s gross base compensation for services to us, including overtime payments and sales commissions, but excluding incentive compensation, bonuses, expense reimbursements, fringe benefits, equity compensation and other special payments. The Administrator will establish a maximum number of shares that may be purchased by a participant during any offering period, which, in the absence of a contrary designation, will be 3,000 shares. In addition, and to the extent required under Section 423 of the Code, no employee will be permitted to accrue the right to purchase stock under the ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period during which such right is granted).

Purchase Rights. On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of our common stock. The option will be exercised on the applicable purchase date(s) during the offering period, to the extent of the payroll deductions accumulated during the applicable purchase period.

Purchase Price. The purchase price of the shares, in the absence of a contrary determination by the Administrator, and subject to applicable laws and provisions of the ESPP, will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period. The fair market value per share of our common stock under the ESPP, generally is the closing sales price of our common stock on the Nasdaq Global Select Market on the date for which fair market value is being determined, or if there is no closing sales price for a share of our common stock on the date in question, the closing sales price for a share of common stock on the last preceding date for which such quotation exists. The closing price per share of our common stock on the Nasdaq Global Select Market on April 10, 2019, was $83.44.

 

LOGMEIN, INC.   35


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

PROPOSAL 3 (continued)

 

Withdrawal and Termination of Employment. Participants may voluntarily end their participation in the ESPP at any time at least five business days prior to the end of the applicable offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon a participant’s termination of employment.

Adjustments

In the event of certain transactions or events affecting our common stock, such as any stock dividend or other distribution, change in control, reorganization, merger, consolidation or other corporate transaction, the Administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the event of the foregoing transactions or events or certain significant transactions, including a change in control, the Administrator may provide for either (1) the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights and/or in the terms and conditions of outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

Transferability

A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.

Plan Amendment and Termination

The Administrator may amend, suspend or terminate the ESPP at any time. However, stockholder approval of any amendment to the ESPP will be obtained for any amendment which increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP or changes the ESPP in any manner that would cause the ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Code.

Federal Income Tax Consequences

The material federal income tax consequences of the ESPP under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of federal income taxation that may be relevant in light of a participant’s personal circumstances.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted an option under the ESPP. In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (2) an amount equal to the applicable discount from the fair market value of the shares as of the date of grant. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and we will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and we will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

New Plan Benefits

Benefits under the ESPP will depend on the employees’ enrollment and contribution elections, and the fair market value of the shares at various future dates. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the ESPP.

Our Board of Directors recommends a vote FOR the approval of the ESPP.

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

 

 

PROPOSAL 4 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (A “SAY ON PAY”)

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement.

Our objectives with respect to executive compensation are to (i) attract, motivate, and retain talented executive officers, (ii) promote the achievement of key financial and strategic performance measures by linking short- and long-term cash and equity incentives to the achievement of measurable corporate and, in some cases, individual performance goals and (iii) align the incentives of our executives with the creation of value for our stockholders. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and other business-related goals, and the realization of increased stockholder value. To achieve these objectives, our Compensation Committee, in conjunction with a third-party compensation consultant, reviews and evaluates our executive compensation program with the goal of setting compensation at levels the Committee believes are competitive in our industry and region. In addition, our executive compensation program ties a substantial portion of each executive’s overall compensation to key financial and operational goals such as our financial and operational performance. We also provide a portion of our executive compensation in the form of time-based equity incentive awards, which we believe helps to retain our executives and aligns their interests with those of our stockholders by allowing them to participate in the longer-term success of our Company as reflected in stock price appreciation over the vesting period. The “Executive Compensation Discussion and Analysis” section of this proxy statement, beginning on page 39, describes in detail our executive compensation programs and the decisions made by the Compensation Committee and our Board of Directors, with respect to the fiscal year ended December 31, 2018.

We are asking our stockholders to indicate their support and approval for our named executive officer compensation as described herein. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Our Board of Directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that, pursuant to Section 14A of the Exchange Act, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, they will consider any stockholder’s concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Our Board of Directors recommends a vote FOR the approval of the compensation of the named executive officers.

 

 

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Our Executive Officers

Our executive officers and their respective ages and positions as of our record date, April 10, 2019, are as follows:

 

Name

Age

Employee

Since

 

Title

 

William R. Wagner

 

 

52

 

 

 

2013

 

 

President and Chief Executive Officer

 

Edward K. Herdiech

 

 

52

 

 

 

2006

 

 

Chief Financial Officer and Treasurer

 

John B. Bennett

 

 

56

 

 

 

2017

 

 

Senior Vice President & General Manager, Identity and Access Management

 

Michael J. Donahue

 

 

45

 

 

 

2007

 

 

Senior Vice President, General Counsel and Secretary

 

Padmanabhan T. Srinivasan

 

 

43

 

 

 

2013

 

 

Senior Vice President & General Manager, Customer Engagement & Support

 

Mark F. Strassman

 

 

50

 

 

 

2018

 

 

Senior Vice President & General Manager, Unified Communications & Collaboration

 

Marc R. van Zadelhoff

 

 

46

 

 

 

2018

 

 

Senior Vice President, Chief Operating Officer

 

 

Executive Officer Biographies

William R. Wagner has served as President and Chief Executive Officer of LogMeIn since December 2015 and has served on our Board of Directors since March 2015. Mr. Wagner first joined LogMeIn in May 2013 as our Chief Operating Officer and served as our President and Chief Operating Officer from January 2015 to December 2015. Prior to joining LogMeIn, Mr. Wagner served as the Chief Operating Officer at Vocus, Inc., a leading cloud marketing software provider, from October 2010 to November 2012 and as Vocus’s Chief Marketing Officer from July 2006 to October 2010. Prior to joining Vocus, Mr. Wagner had served as the Chief Marketing Officer at Fiberlink Communications, from February 2000 to June 2006. Mr. Wagner has also served as a member of the board of directors of Akamai Technologies, Inc. since April 2018.

Edward K. Herdiech has served as our Chief Financial Officer and Treasurer since January 2015. Mr. Herdiech joined the Company in December 2006 and has previously served in a number of key financial roles, including most recently as Senior Vice President, Finance from January 2014 to January 2015. Prior to joining LogMeIn, Mr. Herdiech held a number of finance positions at PTC Inc., a leading provider of 3D design software, product lifecycle management software and service management solutions.

John B. Bennett has served as Senior Vice President and General Manager of our Identity and Access Management business unit since January 2018. Mr. Bennett joined LogMeIn in January 2017 when GetGo, Inc., a once wholly owned subsidiary of Citrix Systems, Inc. where Mr. Bennett held several leadership roles, merged with LogMeIn. Mr. Bennett served as the General Manager of our Access business unit until his promotion in January 2018. Prior to joining GetGo, Mr. Bennett served as Vice President of Business Development for Vapps Inc., a company specializing in audio conferencing services, for more than ten years until its merger with Citrix in November 2008.

Michael J. Donahue has served as our Senior Vice President and General Counsel since September 2013 and as Corporate Secretary since December 2015. Mr. Donahue joined LogMeIn in June 2007 and previously served as our Vice President and General Counsel. From August 2005 to June 2007, Mr. Donahue served as Vice President and General Counsel of C.P. Baker & Company, Ltd., a Boston-based private equity firm. From September 1999 to August 2005, Mr. Donahue worked as a corporate attorney at Wilmer Cutler Pickering Hale and Dorr LLP.

Padmanabhan T. Srinivasan has served as Senior Vice President and General Manager of our Customer Engagement and Support business unit since January 2018. Mr. Srinivasan first joined LogMeIn in June 2013 as Vice President of Products for our Xively Internet of Things business until February 2017 when he was promoted to Vice President and General Manager of our Customer Engagement and Support business unit. Prior to joining LogMeIn, Mr. Srinivasan founded Opstera, Inc., a cloud monitoring and management startup that was acquired by a subsidiary of Microsoft Corporation in 2012. Before that, Mr. Srinivasan held various product and engineering leadership positions at both Oracle Corporation and Microsoft from April 1999 to January 2009.

Mark F. Strassman has served as our Senior Vice President and General Manager of our Unified Communications and Collaboration business unit since November 2018. Prior to joining LogMeIn, Mr. Strassman served as Chief Product Officer of Blue Jeans Networks, Inc., a world leader in video, audio and web conferencing solutions, from August 2016 to November 2018. Prior to joining Blue Jeans, Mr. Strassman served as Senior Vice President and Head of Product at BlackBoard, Inc. from May 2013 to July 2016. Mr. Strassman has also served in various Vice President and General Manager roles at Autodesk, Inc. from February 2003 to May 2013.

Marc R. van Zadelhoff has served as our Chief Operating Officer since November 2018. Prior to joining LogMeIn, Mr. Van Zadelhoff served as the General Manager of IBM Security, the enterprise security business unit of International Business Machines Corporation, or IBM, from January 2016 to November 2018. Prior to his appointment as General Manager of IBM Security, Mr. Van Zadelhoff served IBM in a number of key strategic, product and marketing leadership roles from January 2007 to December 2015, including Vice President of Worldwide Strategy and Product Management, and was responsible for overall product management, budget and positioning for IBM’s entire global security portfolio. Prior to joining IBM, Mr. Van Zadelhoff served as the VP Marketing and Business Development at Consul Risk Management from January 2002 to January 2007.

 

 

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

 

Executive Compensation Discussion and Analysis

This Executive Compensation Discussion and Analysis describes our executive compensation philosophy, policies and practices, and also details the 2018 compensation paid to those individuals who served as our principal executive officer and principal financial officer during the year ended December 31, 2018, the three executive officers (other than our principal executive officer and principal financial officer) who were our most highly compensated executive officers as of December 31,2018, as well as one additional highly compensated executive officer who left the Company in August 2018. These individuals were as follows:

 

Name

FY2018 Title

William R. Wagner

President and Chief Executive Officer (our “CEO”)

Edward K. Herdiech

Chief Financial Officer and Treasurer (our “CFO”)

Christopher L. Battles

Former General Manager, Communications & Collaboration(1)

Lawrence M. D’Angelo

Senior Vice President, Chief Sales Officer

Mark Strassman

Senior Vice President & General Manager, Unified Communications & Collaboration

Marc van Zadelhoff

Senior Vice President, Chief Operating Officer

 

(1)

Mr. Battles ceased serving as our GM, Communications & Collaboration effective August 2018.

The above executive officers represent our named executive officers for the fiscal year ended December 31, 2018. In this Executive Compensation Discussion and Analysis, LogMeIn may also be referred to as “our,” “us,” “we,” or the “Company.”

Executive Summary

Use of non-GAAP Financial Measures

To supplement our consolidated financial statements which are prepared in accordance with generally accepted accounting principles in the United States and presented on a GAAP basis, the Company discloses certain non-GAAP financial measures in our Compensation Discussion and Analysis. Please see Annex A to this Proxy Statement for a reconciliation of these non-GAAP measures.

Significant 2018 Business Highlights

 

 

 

1.The amounts herein represent non-GAAP measures, a reconciliation of which has been included in Annex A to this Proxy Statement.

2.Assumes $100 invested on 12/13/2013 in stock or index, including investment of dividends. Fiscal year ending December 31.

Our Executive Compensation Philosophy

We believe in the importance of aligning the financial interests of our executive officers with those of our stockholders. Therefore, a significant portion of our named executive officers’ compensation is designed to be variable and tied to our achievement of key financial and strategic performance objectives, the performance of our stock price, or both, which helps us incentivize our executive officers to create value for our stockholders.

Our executive compensation program has been designed to attract, retain and motivate talented executives. Accordingly, when setting individual executive compensation levels, the Compensation Committee generally targets executive compensation at levels that are competitive with other public and private companies in our industry and region with whom we compete for talent. Actual target pay positioning may vary by individual depending on the experience level and performance of the executive and other factors, such as the demand for executives with certain skills and experience and the costs associated with recruiting qualified executives from other established companies.

 

 

LOGMEIN, INC.   39


 

2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Executive Compensation Discussion and Analysis (continued)

 

What We Do vs. What We Don’t Do

We believe in maintaining sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. Below we summarize those executive compensation policies and practices we have implemented to help drive executive performance, as well as practices we have chosen not to implement because we believe such practices do not support our stockholders’ long-term interests:

 

What We Do

   Emphasize Pay-for-Performance — in 2018 all of our executive officers, including our named executive officers, received equity awards with performance-based vesting conditions and all of our executive officers (except for Mr. D’Angelo who is on a sales commission plan) participated in our annual performance-based cash incentive bonus plan, which compensates our executive officers for our achievement of operational and financial goals, thereby aligning our executive incentives with our performance and the creation of stockholder value. Additionally, at least 50% of the target total direct compensation opportunity of our CEO consisted of performance-based equity and performance-based cash pay in 2018. Payouts under our cash incentive bonus plan are capped at 120% of each executive officer’s target bonus opportunity.

   Use “Double-Trigger” Change-in-Control Provisions — the equity awards granted to our named executive officers contain a “double trigger” payment provision, that is, they require both a change-in-control of the Company and an involuntary termination of employment to receive accelerated vesting.

   Equity Ownership Guidelines — all of our Section 16 executive officers are required to, within five years from the date of his/her hire or promotion, own shares of our common stock having an aggregate value at least equal to: (i) three times the base salary for our CEO and (ii) one times the base salary for all other executive officers.

   Annual “Say-on-Pay” Vote — we conduct our “say-on-pay” vote on an annual basis to allow our stockholders to provide us with their direct input on our executive compensation program, policies, and practices as disclosed in our proxy statement each year.

 

   Offer Both Equity and Cash Incentives — the compensation packages offered to our executive officers consist of a combination of base salary, performance-based equity awards and annual performance-based cash incentive bonuses, which we believe incentivizes our executive officers to achieve performance results that deliver both short-term and long-term stockholder value.

   Compensation Recovery (“Clawback”) Policy — the incentive-based cash compensation paid to our executive officers under our annual cash incentive bonus plan is subject to an executive compensation recovery, or “clawback,” policy which requires the reimbursement of excess compensation in the event that we are required to prepare an accounting restatement due to the fraud or misconduct of any of our executive officers.

   Engage an Independent Compensation Consultant — in addition to our Compensation Committee members, all of whom are independent directors, our Compensation Committee has retained a compensation consultant to serve as its independent advisor. The compensation consultant reports directly to our Compensation Committee and provides the Committee with competitive market data and additional information needed to make informed compensation decisions.

   Avoid Undue Risk-Taking — our compensation policies and practices are designed to discourage our executive officers from taking on or creating risks that are reasonably likely to have a material adverse effect on us.

 

 

What We Don’t Do

   No Re-pricing Stock Options — we do not re-price our stock options and would not do so without stockholder approval.

   No Hedging or Pledging — we prohibit our executive officers from engaging in margin, hedging, pledging or other similar transactions in our securities.

   No Resetting of 2018 Performance Targets — we did not reset or amend any of the performance goals or targets used in our incentive compensation programs in 2018.

 

   No Excise Tax Gross-Ups or Perquisites — we do not provide our executive officers with excise tax gross-ups, perquisites or fringe benefits.

   No Fixed Term or Evergreen Employment Agreements — none of our executive officers are currently party to a written employment agreement that provides for automatic or pre-scheduled increases in their base salary or guaranteed annual bonuses or equity awards.

 

 

 

 

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2019 NOTICE OF MEETING AND PROXY STATEMENT

 

Executive Compensation Discussion and Analysis (continued)

 

How We Set our 2018 Executive Compensation Program

Results of Last Year’s “Say-on-Pay” Vote

At our 2018 Annual Meeting of Stockholders, approximately 95.3% of the votes cast by stockholders on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, were cast in support of the 2017 compensation of our named executive officers. While the “say-on-pay” vote is non-binding, the Compensation Committee and our Board of Directors pay close attention to the results and given the strong level of support evidenced by last year’s say-on-pay vote, the Compensation Committee determined that our stockholders were generally supportive of our current executive compensation philosophy and program and decided that no significant changes were necessary for our 2018 executive compensation program.

Nevertheless, the Compensation Committee and our Board of Directors continue to regularly monitor the executive compensation program to ensure it continues to align the interests of our executive officers with the interests of our stockholders.

Role of Stockholder Engagement

We believe in the importance of regularly engaging with our stockholders. In recent years, we have proactively reached out to many of our largest stockholders, as well as well-known proxy advisory firms, to solicit their feedback on the elements of our executive compensation program, our disclosure practices and our corporate governance in order to gain a better understanding of the practices they most value. Typically, our stockholder engagement team has consisted of one or more members of our investor relations, finance or legal teams. Stockholders also regularly meet with members of our senior management team to discuss our strategy and/or review our operational performance. During 2018, we met with approximately 50 of our most active stockholders, which collectively held approximately 75% of our outstanding shares. These engagement efforts and meaningful conversations provided our management team with a valuable understanding of investors’ perspectives and an opportunity to exchange views.

In recent years, stockholder feedback has influenced certain changes made to our executive compensation program, including the introduction of performance-based RSU awards with multi-year performance periods for our principal executive officer and principal financial officer, the implementation of an executive compensation recovery, or “clawback,” policy, and the establishment of stock ownership guidelines for our executive officers and non-employee directors. The Compensation Committee will continue to consider material stockholder feedback and the results of our say-on-pay votes when making future compensation decisions for our named executive officers.

 

Stockholders who wish to communicate with our stockholder engagement team may do so by contacting our Investor Relations Department at the address below:

LogMeIn, Inc.

320 Summer Street

Boston Massachusetts 02210

Attention: Investor Relations

InvestorRelations@logmein.com

781-897-1301