ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
rd Floor West |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
• | On the cover page, to (i) delete the reference in the Original Form 10-K to the incorporation by reference of the Company’s proxy statement for its 2022 Annual Meeting of Stockholders and (ii) update the date as of which the number of outstanding shares of the Company’s common stock is being provided; |
• | To present in Part I, Item 1A, the risk factors captioned “ Declining prices of securities, gold and other precious metals . . . Declining commodity prices, and gold prices in particular, . . . Actions of activist stockholders against us . . . The market price of our common stock has been fluctuating . . . , |
• | To present the information required by Part III of Form 10-K, which information was originally expected to be incorporated by reference to our definitive proxy statement to be delivered to our stockholders in connection with our 2022 Annual Meeting of Stockholders. |
• | continuing to retain, motivate and manage our existing employees and/or attract and integrate new employees; |
• | developing, implementing and improving our operational, financial, accounting, reporting and other internal systems and controls on a timely basis; and |
• | maintaining and developing our various support functions including human resources, information technology, legal and corporate communications. |
• | Products issued by the ManJer Issuers (except WisdomTree Issuer X Limited) are backed by physical metal and are subject to risks associated with the custody of metal, including the risk that access to the physically backed metal held in the vaults or secure warehouses of a custodian or sub-custodian could be restricted by natural events, such as an earthquake, or human actions, such as a terrorist attack, the risk that such physically backed metal in its custody could be lost, stolen or damaged, and the risk that our recovery of any losses from a custodian, sub-custodian or insurer may be inadequate. |
• | Products issued by WisdomTree Issuer X Limited are backed by digital currencies and are subject to risks associated with the custody of digital assets, including the risk that the digital currency itself or the relevant blockchain infrastructure could be threatened by hacks, other malicious actions, breakdown or disturbance of the infrastructure and loss of the digital keys. |
• | Products issued by WMAI, certain WisdomTree UCITS ETFs and certain products issued by the ManJer Issuers are backed by swap, derivative or similar arrangements are subject to risks associated with the creditworthiness of their counterparties, including the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the relevant arrangement (whether or not bona fide) or because of a credit, liquidity, regulatory, tax or operational problem. Any deterioration of the credit or downgrade in the credit rating of a counterparty, or the custodian holding the collateral, could cause the associated products to trade at a discount to the value of the underlying assets. |
• | pay third-party infringement claims; |
• | discontinue selling the particular funds subject to infringement claims; |
• | discontinue using the processes subject to infringement claims; |
• | develop other intellectual property or products not subject to infringement claims, which could be time-consuming and costly or may not be possible; or |
• | license the intellectual property from the third party claiming infringement, which license may not be available on commercially reasonable terms. |
• | responding to actions by activist stockholders are costly and may be disruptive, time-consuming and divert the attention of our Board of Directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition; |
• | perceived uncertainties about our future direction as a result of changes to the composition of our Board of Directors or changes to our stockholder base may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners; |
• | these types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and |
• | if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and to create additional value for our stockholders. |
• | the ultimate duration of the COVID-19 pandemic and its short-term and long-term impact on our business and the global economy; |
• | actions of activist stockholders, such as the Investor Group, against us, which have been costly and may be disruptive and cause uncertainty about the strategic direction of our business; |
• | decreases in our AUM; |
• | variations in our quarterly operating results; |
• | differences between our actual financial operating results and those expected by investors and analysts; |
• | publication of research reports about us or the investment management industry; |
• | changes in expectations concerning our future financial performance and the future performance of the ETP industry and the asset management industry in general, including financial estimates and recommendations by securities analysts; |
• | our strategic moves and those of our competitors, such as acquisitions or consolidations; |
• | changes in the regulatory framework of the ETP industry and the asset management industry in general and regulatory action, including action by the SEC to lessen the regulatory requirements or shorten the process under the Investment Company Act to become an ETP sponsor; |
• | the level of demand for our stock, including the amount of short interest in our stock; |
• | changes in general economic or market conditions; and |
• | realization of any other of the risks described elsewhere in this section. |
• | a classified board of directors; |
• | limitations on the removal of directors; |
• | advance notice requirements for stockholder proposals and nominations; |
• | the inability of stockholders to act by written consent or to call special meetings; |
• | the ability of our Board of Directors to make, alter or repeal our by-laws; and |
• | the authority of our Board of Directors to issue preferred stock with such terms as our Board of Directors may determine. |
Name |
Age |
Class |
Current Term Expires |
Independent |
Director Since |
Other Public Company Boards |
Board Committees | |||||||||||||||||
Audit |
Compensation |
Nominating & Governance | ||||||||||||||||||||||
Susan Cosgrove |
59 |
II |
2022 |
✓ | 2019 |
F |
✓ | |||||||||||||||||
Win Neuger |
72 |
II |
2022 |
✓ | 2013 |
✓ | C | |||||||||||||||||
Anthony Bossone |
51 |
I |
2024 |
✓ | 2009 |
C, F |
✓ | |||||||||||||||||
Smita Conjeevaram |
61 |
I |
2024 |
✓ | 2021 |
McGrath RentCorp SkyWest, Inc. SS&C Technologies Holdings, Inc. |
F |
✓ | ||||||||||||||||
Harold Singleton III |
60 |
I |
2024 |
✓ | 2022 |
|||||||||||||||||||
Frank Salerno |
62 |
III |
2023 |
✓ | 2005 |
C |
||||||||||||||||||
Jonathan Steinberg |
57 |
III |
2023 |
1988 |
Susan Cosgrove |
Susan Cosgrove is Managing Director and Chief Financial Officer of The Depository Trust & Clearing Corporation, or DTCC, the premier post-trade market infrastructure for the global financial services industry. She was appointed Chief Financial Officer in August 2013 and is responsible for leading the firm’s global finance and treasury teams and overseeing the company’s financial processes and liquidity and capital position. From 2011 to 2013, she served as Managing Director and General Manager of Settlement and Asset Services of DTCC, overseeing all depository businesses, and from 1999 to 2011, was the General Manager for DTCC’s Equity and Fixed Income Clearing Services. Ms. Cosgrove is a member of DTCC’s Management Committee and Management Risk Committee, and she co-chairs the firm’s Investment and Operating Committee. She is also Chair of the Board of Directors of DerivSERV LLC, a subsidiary of DTCC. In February 2021, Ms. Cosgrove joined the Board of Directors of Ultimus Fund Solutions, an independent provider of full-service fund administration, accounting and investor solutions. Until January 2022, she served as Vice Chair of the Board of Pencil Inc., a not for profit organization leading collaboration between business and public education communities. Prior to joining DTCC in 1999, she was a Senior Vice President at Lehman Brothers in charge of Audit and Compliance for the company’s Americas division. Before Lehman, she worked at Maxcor Financial Group for 10 years as Chief Financial Officer and Head of Compliance. She began her career as a Senior Auditor for PricewaterhouseCoopers in their Financial Services Group. Ms. Cosgrove received her B.B.A. in Accounting from Baruch College.Qualifications: |
Win Neuger |
Win Neuger is an independent investor and consultant. From July 2014 until June 2015, he served as Chairman of EcoAlpha Asset Management LLC, a private investment management company focused on investing in companies providing solutions to the global problems of burdened resources. From March 2012 until January 2013, he served as Vice Chairman of the Board of Directors of PineBridge Investments, an independent asset manager offering investment opportunities in emerging and developed markets, and from March 2010 to March 2012, he served as its Chief Executive Officer and Chair of the Executive Committee. From January 2009 to March 2010, Mr. Neuger served as Executive Vice President of American International Group, or AIG, an international insurance organization serving commercial, institutional and individual customers, as well as Chairman and Chief Executive Officer of AIG Investments, AIG’s asset management company. Prior to January 2009, in addition to these positions, he also served as Chief Investment Officer of AIG. Prior to AIG, Mr. Neuger served as both Managing Director, Fixed Income and, subsequently, as Managing Director, Global Equities at Bankers Trust Company. Before Bankers Trust, he was Chief Investment Officer at Western Asset Management. He also served as Head of Fixed Income at Northwestern National Bank. Mr. Neuger previously served on our Board of Directors from January 2007 to December 2009. He currently serves as Chairman of the Board of Neuger Communications Group, a private strategic marketing communications and public relations firm. Mr. Neuger received his A.B. from Dartmouth College and an M.B.A. from the Amos Tuck Graduate School of Business. Qualifications: | |
Frank Salerno |
Frank Salerno has served as our non-executive Chair of the Board since October 2019 and served as our Lead Independent Director from July 2005 until October 2019. He was Managing Director and Chief Operating Officer of Merrill Lynch Investment Advisors – Americas Institutional Division, an investment advisory company, from July 1999 until his retirement in February 2004. Before joining Merrill Lynch, Mr. Salerno spent 18 years with Bankers Trust Company in various positions. In 1990, he assumed responsibility for Bankers Trust’s domestic index management business and in 1995 he became Chief Investment Officer for its Structured Investment Management Group. Mr. Salerno received a B.S. in Economics from Syracuse University and an M.B.A. in Finance from New York University. Mr. Salerno served as a director and member of the audit committee and conflicts committee of K-Sea Transportation Partners, L.P., formerly a NYSE-listed company, from 2004 until its acquisition in 2011.Qualifications: | |
Jonathan Steinberg |
Jonathan Steinberg founded WisdomTree and has served as Chief Executive Officer since October 1988 and as President from August 2012 to September 2019. He has been a member of the Board of Directors since October 1988, serving as Chair of the Board of Directors from October 1988 to November 2004. He also served as Editor-in-Chief Individual Investor Ticker Midas Investing Qualifications: |
Anthony Bossone |
Anthony Bossone has been the Chief Financial Officer of Atlantic-Pacific Capital, Inc., a broker-dealer and global placement agent dedicated to raising capital for alternative investment funds, since 2003. From 2001 to 2003, Mr. Bossone was the Assistant Controller at SAC Capital Advisors, LLC, a hedge fund advisory firm, and from 1999 until 2001, Mr. Bossone served as an equity trader at Schonfeld Securities, LLC, a securities trading firm. Mr. Bossone began his career at PricewaterhouseCoopers LLP in 1993 where he was an audit manager until 1999. Mr. Bossone received his B.S. in Business and Economics with highest honors from Lehigh University and is a Certified Public Accountant. Mr. Bossone is also NACD (National Association of Corporate Directors) Directorship Certified. Qualifications: | |
Smita Conjeevaram |
Smita Conjeevaram retired in 2013 after a 19-year career in the global investment and hedge fund industry. Her most recent position was as the Chief Financial Officer – Credit Hedge Funds and Deputy Chief Financial Officer – Credit Funds for Fortress Investment Group LLC, a global investment firm, where she served from 2010 to 2013. Prior to that, Ms. Conjeevaram served as the Chief Financial Officer of Everquest Financial LLC, a specialty finance company, from 2006 to 2009, and Strategic Value Partners LLC, a leading global investment firm, from 2004 to 2005. Ms. Conjeevaram began her career as a tax specialist at two Big-4 public accounting firms and is a Certified Public Accountant. In January 2021, Ms. Conjeevaram joined the Board of Directors of McGrath RentCorp (NASDAQ: MGRC), a diversified business-to-business Qualifications: | |
Harold Singleton III |
Harold Singleton III, an executive with more than 30 years in the investment management and financial services industry, was most recently Vice President, Managing Director/Head of Manager Selection and Portfolio Construction of Lincoln Financial Group (NYSE: LNC), which operates multiple insurance and retirement businesses, from March 2016 to December 2021, and previously Vice President/Head of Client Portfolio Management from July 2014 to March 2016. He served as an independent director and member of the Investment Committee of The Vantagepoint Funds from October 2013 to July 2014, and prior to that, he held multiple investment management roles at PineBridge Investments (formerly AIG Investments) from January 2007 to May 2012, most recently as Managing Director/Head of Asset Management Companies and Global Head of Retail and Intermediary Sales. Mr. Singleton also served as Chairman of PineBridge East Africa and PineBridge Taiwan. His investment management career also includes multiple equity portfolio management and analyst positions at well-known firms, including UBS Global Asset Management from June 2003 to December 2006, Metropolitan West Capital Management from September 2000 to June 2003, and Brinson Partners from December 1996 to September 2000, prior to its acquisition by UBS Global Asset Management. Mr. Singleton serves as Chair of the Investment Committee of the Executive Leadership Council, an organization dedicated to the development of global black leaders. He received his B.S. in Chemical Engineering from the Illinois Institute of Technology, where he is a member of the Executive Committee and chairs the Investment Committee of its Board of Trustees, and an M.B.A. in Finance from the University of Chicago. Mr. Singleton is a Chartered Financial Analyst. Qualifications: |
ITEM 11. |
EXECUTIVE COMPENSATION |
Frank Salerno (Chair) | Anthony Bossone | Win Neuger |
20 | ||||
21 | ||||
21 | ||||
21 | ||||
21 | ||||
22 | ||||
23 | ||||
24 | ||||
26 | ||||
26 | ||||
26 | ||||
27 | ||||
28 | ||||
29 | ||||
29 | ||||
30 | ||||
30 |
Name |
Title | |
Jonathan Steinberg |
Chief Executive Officer (CEO) | |
Bryan Edmiston |
Chief Financial Officer (CFO) | |
R. Jarrett Lilien |
President and Chief Operating Officer (COO) | |
Alexis Marinof |
Head of Europe (HoE) | |
Peter M. Ziemba |
Senior Advisor to the CEO and Chief Administrative Officer (CAO) | |
Amit Muni |
Former Chief Financial Officer, whose employment ended on May 31, 2021 |
• | our compensation philosophy and objectives; |
• | our compensation process, including the roles our Compensation Committee, management and compensation consultant serve in the process; |
• | our policies and practices with respect to each compensation element; and |
• | our 2021 compensation results. |
• | the expansion of our dedicated team focused on developing new investment products, indexes and strategies that provide exposure to digital assets, along with new blockchain-enabled products and services globally; |
• | the development of a new financial services mobile application, branded WisdomTree Prime ™ , a digital wallet that is native to the blockchain; |
• | the launch of a crypto index offering digital assets exposure to separately managed accounts in collaboration with Ritholtz Wealth Management LLC, OnRamp Invest LLC and Gemini Trust Company, LLC; |
• | our collaboration with OnRamp Invest and Gemini to support a new digital asset variable annuity product by Federal Life through the development of our +Crypto model portfolio; |
• | the WisdomTree Enhanced Commodity Strategy Fund (GCC) becoming the first U.S. listed ETF to provide exposure to crypto assets through bitcoin futures; |
• | the launch of five crypto ETPs in Europe; |
• | our investments in Securrency, Inc. and Onramp Invest; and |
• | various digital asset and blockchain-related regulatory filings and applications pending in the U.S. |
• | the termination of the lease for our principal executive office in New York City and a reduction in our office footprint in London. These actions were taken in response to our adoption of a “remote first” approach to work, a strategy we embraced after soliciting feedback from our employees. The virtual work environment has led to efficiencies, increased transparency and further collaboration throughout our business. It is also contributing to future cost savings, which for the year ending December 31, 2022 are anticipated to be approximately $3.5 million when compared to our actual occupancy and depreciation expense recognized during the year ended December 31, 2020; |
• | the issuance of $150 million of convertible senior notes due 2026, providing capital for organic and inorganic growth initiatives and the return of approximately $54.0 million to our stockholders through stock repurchases and our ongoing quarterly cash dividend; and |
• | the launch of nine new U.S. listed ETPs and 14 European listed ETPs. |
• | significantly reduced the overall level of discretion exercised by the Compensation Committee in relation to the payout resulting from our executive incentive compensation program; |
• | aligned our CEO’s incentive compensation with the overall funding level of the executive incentive compensation pool; and |
• | provided additional transparency pertaining to: |
• | incentive compensation targets for each NEO; |
• | performance weightings for all quantitative metrics; and |
• | long-term incentive mix for equity granted in 2022. |
• | relative total shareholder return, or TSR, is a performance metric included in our performance-based incentive compensation program for our NEOs. The 2021 funded payout percentage for this performance metric was 50% of Target. See “2021 Incentive Compensation Program and Results” below; |
• | long-term incentive compensation is granted entirely in the form of equity, which value is explicitly linked to TSR, and is comprised of both restricted stock awards and relative TSR-based performance-based restricted stock units, or PRSUs; |
• | PRSUs granted for 2021 performance in January 2022 to our CEO and COO represent 50% of each of their respective long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of each of their respective long-term equity awards granted; and |
• | the payout on PRSUs granted in January 2019 and vesting in January 2022 was zero. |
• | greater weight has been ascribed to quantitative performance metrics such that the achievement of quantitative metrics will determine 75% of the executive incentive compensation pool and the remaining 25% will be determined by the Compensation Committee based on qualitative results, representing a shift from the current 50%-50% quantitative-qualitative mix; |
• | all NEOs will receive a greater percentage of incentive compensation in the form of equity, including an anticipated equity payout of 60% for our CEO compared to 52% in 2021, of which 50% will consist of performance-based restricted stock units and 50% will consist of time-based restricted stock awards; |
• | the Compensation Committee adopted a compensation clawback policy, pursuant to which we may recoup all or a portion of the value of any cash or equity incentive compensation provided to any current or former executive officers and certain other employees in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement under the securities laws; and |
• | our Board of Directors has adopted a new 2022 Equity Plan, which provides, among other things, that dividends on unvested time-based equity awards granted under the 2022 Equity Plan will not be paid when declared as is the case under the 2016 Equity Plan, but instead will accrue and not be paid unless and until the award vests. As a result, no dividends will be paid with respect to unvested awards under the 2022 Equity Plan. We plan to seek stockholder approval of the 2022 Equity Plan at our 2022 annual meeting of stockholders. |
• | innovate and introduce new products through traditional ETPs; |
• | grow organically by increasing our ETP inflows and generating strong after-fee performance track records; |
• | successfully implement our digital assets strategy; |
• | introduce new revenue streams and generate improved financial results; and |
• | employ the industry’s most talented, professional and dedicated people at all levels. |
• | attract, retain, and motivate our professional, dedicated and expert employees in the highly competitive asset management industry; |
• | reward and retain employees whose knowledge, skills and performance are critical to our continued success; |
• | align the interests of all of our employees with those of our stockholders by motivating them to increase stockholder value; and |
• | motivate our executives to manage our business to meet short-term and long-term objectives and reward them appropriately for meeting or exceeding them. |
• | Pay-for-performance. top-tier pay-for-performance |
• | Every employee should be a stakeholder aligned with our stockholders. |
• | Higher levels of responsibility are reflected in compensation. |
• | Competitive compensation levels. |
• | Team approach. |
• | Align with long-term success |
• | base salary; |
• | annual incentive compensation; |
• | long-term equity compensation; |
• | benefit programs; |
• | severance benefits; and |
• | change in control benefits for certain NEOs. |
• | serves to align the interests of our employees with our stockholders by creating an ownership culture and a direct link between compensation and stockholder return; |
• | creates a significant, long-term interest for our employees to contribute to our success; |
• | aids in the retention of employees in a highly competitive market for talent; and |
• | allows employees to participate in our longer-term success through potential stock price appreciation. |
• | If the relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest. |
• | If the relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted will vest. |
• | If the relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50th percentile; and capped at 200% of the target number of PRSUs for performance at or above the 85th percentile. |
• | If our absolute TSR is negative, the number of PRSUs vesting is capped at 100% of target regardless of the relative TSR percentile. |
• Alliance Bernstein Holding L.P. |
• Hercules Capital, Inc. (1) | |
• Artisan Partners Asset Management Inc. |
• Main Street Capital Corporation (1) | |
• B. Riley Financial, Inc. (1) |
• Moelis & Company (1) | |
• Blucora, Inc. (1) |
• Pzena Investment Management, Inc. | |
• BrightSphere Investments Group Inc. |
• Silvercrest Asset Management Group Inc. (1) | |
• Cohen & Steers, Inc. |
• Victory Capital Holdings, Inc. | |
• Diamond Hill Investment Group, Inc. |
• Virtus Investment Partners, Inc. | |
• Donnelley Financial Solutions, Inc. (1) |
• Westwood Holdings Group, Inc. | |
• Greenhill & Co., Inc. (1) |
(1) | Represents new companies added to the peer group for 2021. |
• | Net inflows |
• | Financial metrics |
• | Relative total shareholder return |
($ in thousands) Performance Metrics |
Weight |
Target |
Target Payout |
2021 Actuals |
Funded % |
Funded Payout |
||||||||||||||||||
Net inflows |
9.375 | % | $ | 3,909,000 | $ | 958 | $ | 4,661,000 | 119.2 | % | $ | 1,143 | ||||||||||||
Total revenues (1) |
9.375 | % | $ | 278,000 | $ | 958 | $ | 303,900 | 109.3 | % | $ | 1,048 | ||||||||||||
Operating income (excluding bonus) (1) |
9.375 | % | $ | 94,000 | $ | 958 | $ | 123,500 | 131.4 | % | $ | 1,259 | ||||||||||||
Operating margin (excluding bonus) (1) |
9.375 | % | 33.8 | % | $ | 958 | 40.6 | % | 120.1 | % | $ | 1,151 | ||||||||||||
Relative total shareholder return |
12.50 | % | 7 of 13 | $ | 1,278 | 10 of 13 | 50.0 | % | $ | 639 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total – Performance: |
50.00 |
% |
$ |
5,111 |
$ |
5,239 |
(2) | |||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total – Qualitative: |
50.00 |
% |
$ |
5,111 |
$ |
6,517 |
||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total – Pool: |
$ |
10,222 |
$ |
11,756 |
||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Funding percentage: |
115 |
% |
(1) | 2021 Actuals have been adjusted to account for the impact of foreign exchange fluctuations on targets set at the beginning of the year related to our international operations. These adjustments, which had a negligible impact on the Funded Payout, include a reduction to revenues of $446 and an increase to operating income of $822. |
(2) | The net inflows and relative total shareholder return payouts range from 0% to 250% of Target. Payouts associated with the financial metrics are uncapped (a cap of 250% was introduced for 2022) and could technically be zero in a circumstance where we earn zero revenues or operating income. |
• | individual performance; |
• | the contribution of our NEOs in achieving the strategic initiatives described above; |
• | retention; |
• | tenure at the firm; |
• | historical compensation; |
• | compensation survey data from McLagan and our publicly-traded asset manager peer group; and |
• | guidance from FWC. |
Incentive Compensation |
||||||||||||||||||||||||||||||||||||
($ in thousands) NEO |
Base Salary |
Incentive Target |
Funded % |
Incentive Compensation |
Total Compensation |
Short-Term Cash |
Restricted Stock |
PRSUs (1) |
Total |
|||||||||||||||||||||||||||
Jonathan Steinberg – CEO |
$ | 550 | $ | 4,162 | 115 | % | $ | 4,787 | $ | 5,337 | $ | 2,291 | $ | 1,248 | $ | 1,248 | $ | 4,787 | ||||||||||||||||||
Bryan Edmiston – CFO (2) |
$ | 294 | $ | 392 | 129 | % | $ | 504 | $ | 798 | $ | 293 | $ | 158 | $ | 53 | $ | 504 | ||||||||||||||||||
R. Jarrett Lilien – COO |
$ | 425 | $ | 2,168 | 110 | % | $ | 2,381 | $ | 2,806 | $ | 1,367 | $ | 507 | $ | 507 | $ | 2,381 | ||||||||||||||||||
Alexis Marinof – HoE (3) |
$ | 399 | $ | 972 | 110 | % | $ | 1,069 | $ | 1,468 | $ | 695 | $ | 280 | $ | 94 | $ | 1,069 | ||||||||||||||||||
Peter M. Ziemba – CAO |
$ | 375 | $ | 1,175 | 110 | % | $ | 1,294 | $ | 1,669 | $ | 841 | $ | 340 | $ | 113 | $ | 1,294 |
(1) | PRSUs granted to our CEO and COO represent 50% of the long-term equity awards granted. PRSUs granted to our other NEOs represent 25% of the long-term equity awards granted. |
(2) | Mr. Edmiston was appointed to serve as our CFO on June 1, 2021, at which time his base salary was increased from $250 to $325 and his incentive target was increased from $275 to $475. His base salary and incentive target reported in the table have been prorated based on his current and former roles held in 2021. |
(3) | Mr. Marinof’s compensation is paid in British pounds. Amounts reflected in the table are reported in U.S. dollars using the average exchange rate of $1.3761. |
• | we maintain stock ownership guidelines for executive officers and directors; |
• | our Insider Trading Policy was recently amended to strictly prohibit hedging, pledging and similar transactions in our common stock by our employees, officers and directors; and |
• | the Compensation Committee recently adopted a clawback policy, pursuant to which we may recoup all or a portion of the value of any cash or equity incentive compensation provided to any current or former executive officers and certain other employees in the event that our financial statements are restated due to material noncompliance with any financial reporting requirement under the securities law. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) (1) |
Stock Awards ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
||||||||||||||||||
Jonathan Steinberg |
2021 | 550,000 | 2,291,000 | 1,463,175 | 13,000 | 4,317,175 | ||||||||||||||||||
Chief Executive Officer |
2020 | 550,000 | 1,325,000 | 993,637 | 13,000 | 2,881,637 | ||||||||||||||||||
2019 | 550,000 | 1,918,000 | 3,579,809 | 12,500 | 6,060,309 | |||||||||||||||||||
Bryan Edmiston (4) |
2021 | 293,750 | 293,000 | 69,998 | 9,750 | 666,498 | ||||||||||||||||||
Chief Financial Officer |
||||||||||||||||||||||||
R. Jarrett Lilien |
2021 | 425,000 | 1,367,314 | 805,021 | 13,000 | 2,610,335 | ||||||||||||||||||
President and Chief Operating Officer |
2020 | 425,000 | 891,000 | 240,707 | 13,000 | 1,569,707 | ||||||||||||||||||
2019 | 375,000 | 1,000,000 | 715,959 | 12,500 | 2,103,459 | |||||||||||||||||||
Alexis Marinof (5) |
2021 | 399,069 | 694,931 | 353,815 | 50,549 | 1,498,364 | ||||||||||||||||||
Head of Europe |
2020 | 372,273 | 537,870 | 200,209 | 48,396 | 1,158,748 | ||||||||||||||||||
2019 | 250,137 | 376,804 | 92,397 | 32,518 | 751,856 | |||||||||||||||||||
Peter M. Ziemba |
2021 | 375,000 | 840,550 | 340,893 | 13,000 | 1,569,443 | ||||||||||||||||||
Senior Advisor to the CEO and |
2020 | 375,000 | 551,000 | 182,936 | 13,000 | 1,121,936 | ||||||||||||||||||
Chief Administrative Officer |
2019 | 375,000 | 760,000 | 775,624 | 12,500 | 1,923,124 | ||||||||||||||||||
Amit Muni (6) |
2021 | 156,250 | — | 379,821 | 5,404 | 541,475 | ||||||||||||||||||
Former Chief Financial Officer |
2020 | 375,000 | 614,000 | 163,679 | 12,500 | 1,165,179 | ||||||||||||||||||
2019 | 375,000 | 680,000 | 701,046 | 12,500 | 1,768,546 |
(1) | Amounts reported for 2021 reflect bonuses earned in 2021 and paid in 2022; amounts reported for 2020 reflect bonuses earned in 2020 and paid in 2021; and amounts reported for 2019 reflect bonuses earned in 2019 and paid in 2020. |
(2) | Amounts reported include the aggregate accounting grant date fair value of awards made to our NEOs in the respective calendar year for services performed in the prior year and are computed in accordance with FASB ASC 718. The grant date fair value for time-based restricted stock awards is based on the closing price of our common stock on the date of grant. The grant date fair value for PRSUs is calculated using a Monte-Carlo simulation for the award on the grant date and such grant date fair values are set forth in the Grants of Plan-Based Awards table below. The assumptions we used in the valuation of the equity awards are set forth in note 19 of the notes to our annual consolidated financial statements included in our Annual Report on Form 10-K |
(3) | Represents employer contributions to the 401(k) Retirement Plan (and the U.K. pension scheme in respect of Mr. Marinof). |
(4) | Mr. Edmiston became our Chief Financial Officer on June 1, 2021. Compensation details for 2019 and 2020 are not disclosed as he was not a NEO during those years. He served as Chief Accounting Officer from April 2018 to May 2021 and as Director – Financial Reporting and Accounting Policy from September 2016 to May 2021. |
(5) | Mr. Marinof is paid compensation in British pounds. Amounts reflected herein are reported in U.S. dollars using the average exchange rates of $1.3761, $1.2837 and $1.2773 for the years 2021, 2020 and 2019, respectively. |
(6) | Mr. Muni resigned from his position as Chief Financial Officer on May 31, 2021. Accordingly, all of his shares of restricted stock and PRSUs that had not vested as of his termination date were forfeited. |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock and Option Awards ($) (1) |
||||||||||||||||||||||
Name |
Grant Date |
Threshold (#) |
Target (#) |
Maximum (#) |
||||||||||||||||||||
Jonathan Steinberg |
1/25/2021 | 61,686 | 123,371 | 246,742 | — | 800,678 | ||||||||||||||||||
1/25/2021 | — | — | — | 123,370 | 662,497 | |||||||||||||||||||
Bryan Edmiston |
1/25/2021 | — | — | — | 13,035 | 69,998 | ||||||||||||||||||
R. Jarrett Lilien |
1/25/2021 | 33,939 | 67,877 | 135,754 | — | 440,522 | ||||||||||||||||||
1/25/2021 | — | — | — | 67,877 | 364,499 | |||||||||||||||||||
Alexis Marinof |
1/25/2021 | 7,828 | 15,656 | 31,312 | — | 101,607 | ||||||||||||||||||
1/25/2021 | — | — | — | 46,966 | 252,207 | |||||||||||||||||||
Peter M. Ziemba |
1/25/2021 | 7,542 | 15,084 | 30,168 | — | 97,895 | ||||||||||||||||||
1/25/2021 | — | — | — | 45,251 | 242,998 | |||||||||||||||||||
Amit Muni (2) |
1/25/2021 | 8,403 | 16,806 | 33,612 | — | 109,071 | ||||||||||||||||||
1/25/2021 | — | — | — | 50,419 | 270,750 |
(1) | Amounts reported represent accounting grant date fair value of awards made to our NEOs in 2021 for services performed in the prior year and are computed in accordance with FASB ASC Topic 718. |
(2) | Mr. Muni resigned from his position as Chief Financial Officer on May 31, 2021. Accordingly, all of his shares of restricted stock and PRSUs that had not vested as of his termination date were forfeited. |
Stock Awards |
||||||||||||||||||||
Grant Date |
Number of Shares or Units of Stock That Have Not Vested (#) (1) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) |
||||||||||||||||
Jonathan Steinberg |
1/25/19 | 149,534 | 915,148 | 56,075 | 343,179 | |||||||||||||||
1/25/20 | 144,085 | 881,800 | 27,016 | 165,338 | ||||||||||||||||
1/25/21 | 123,370 | 755,024 | 61,686 | 377,518 | ||||||||||||||||
Bryan Edmiston |
1/25/21 | 13,035 | 79,774 | — | — | |||||||||||||||
R. Jarrett Lilien |
1/25/19 | 29,907 | 183,031 | 11,215 | 68,636 | |||||||||||||||
1/25/20 | 34,904 | 213,612 | 6,545 | 40,055 | ||||||||||||||||
1/25/21 | 67,877 | 415,407 | 33,939 | 207,707 | ||||||||||||||||
Alexis Marinof |
1/25/19 | 4,797 | 29,358 | — | — | |||||||||||||||
1/25/20 | 29,032 | 177,676 | 5,444 | 33,317 | ||||||||||||||||
1/25/21 | 46,966 | 287,432 | 7,828 | 47,907 | ||||||||||||||||
Peter M. Ziemba (5) |
1/25/19 | 32,400 | 198,288 | 12,150 | 74,358 | |||||||||||||||
1/25/20 | 26,527 | 162,345 | 4,974 | 30,441 | ||||||||||||||||
1/25/21 | 45,251 | 276,936 | 7,542 | 46,157 | ||||||||||||||||
Amit Muni |
— | — | — | — |
(1) | These unvested shares of restricted stock vest at a rate of 33 1/3% each year starting one year from the date of grant, subject to continued employment. See “Potential Payments upon Termination or Change in Control” for a description of the accelerated or continued provisions upon termination, retirement or change in control. |
(2) | The market value of such holdings is based on the closing price of $6.12 per share of our common stock as reported on December 31, 2021. |
(3) | These unvested PRSUs cliff vest three years from the grant date. The number of shares of common stock to be issued will be determined based on the TSR of our common stock relative to the respective TSRs of companies in our peer group, each measured over a three-year period from the grant date. The number of shares of common stock above reflect threshold amounts (i.e., 50% of target), and the number of shares of common stock to be issued upon vesting of the PRSUs will range between 0% to 200% of target. The amounts reported are based on achieving threshold performance as our 2019, 2020 and 2021 relative TSR performance did not exceed the threshold level. See “Potential Payments upon Termination or Change in Control” for a description of the accelerated or continuing vesting provisions upon termination, retirement or change in control. |
(4) | The amounts reported are based on achieving threshold performance as our 2019, 2020 and 2021 relative TSR performance did not exceed the threshold level. |
(5) | All of Mr. Ziemba’s unvested shares of restricted stock and PRSUs will remain outstanding and continue to vest upon his Normal Retirement (as defined in the agreements representing such awards). |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) (1) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (2) |
||||||||||||
Jonathan Steinberg |
— | — | 259,793 | 1,395,088 | ||||||||||||
Bryan Edmiston |
— | — | 11,529 | 61,911 | ||||||||||||
R. Jarrett Lilien |
— | — | 48,314 | 259,446 | ||||||||||||
Alexis Marinof |
— | — | 20,238 | 108,678 | ||||||||||||
Peter M. Ziemba |
— | — | 57,127 | 306,772 | ||||||||||||
Amit Muni |
75,000 | 20,843 | 53,572 | 287,682 |
(1) | The value realized on exercise of stock options was calculated by subtracting the option exercise price from the market price to obtain the value realized per share, and multiplying the value realized per share by the number of shares acquired upon exercise. The market price was determined to be the closing price of our common stock on the date of exercise. |
(2) | Amounts in this column were calculated by multiplying the number of shares that vested by the closing price of our common stock on the vesting date. If the vesting date was a weekend or holiday, the prior business day was used to value the shares. |
• | one year’s base salary, which we refer to as Annual Base Salary; |
• | a pro rata portion of an amount equal to 50% of the incentive compensation that the NEO would have received in the year of termination based upon our performance, which we refer to as Termination Year Cash Incentive Compensation; and |
• | 50% of the average incentive compensation paid to the NEO in the preceding three years, which we refer to as Average Cash Incentive Compensation. |
• | an amount equal to 1.75 times the Annual Base Salary; |
• | a pro rata portion of the Average Cash Incentive Compensation based on the number of days the NEO was employed during the year of termination; and |
• | an amount equal to 1.75 times the Average Cash Incentive Compensation. |
• | all of our NEOs except Bryan Edmiston and Alexis Marinof are entitled to payments and benefits in the event of: (i) an Involuntary Termination; (ii) a termination of employment by the Company for cause or voluntary resignation by the NEO without good reason if we elect to enforce a three-month restrictive covenant; and (iii) an Involuntary Termination within 18 months after a change of control; |
• | Bryan Edmiston is an “employee at will” and, except for vesting of PRSUs upon an Involuntary Termination or change of control, is not entitled to payments and benefits in the event of termination of employment for any reason; and |
• | Alexis Marinof is entitled to payments and benefits in the event of a termination for any reason other than his death or disability or for cause. |
Involuntary Termination Without Cause or for Good Reason ($) |
Termination for Cause or Voluntary Resignation Without Good Reason ($) |
Involuntary Termination Within 18 Months After a Change of Control ($) |
||||||||||
Jonathan Steinberg |
||||||||||||
Severance Arrangements |
3,858,259 |
(1) |
523,731 |
(2) |
5,199,453 |
(3) | ||||||
Acceleration of Unvested Equity Awards |
1,607,718 |
(4) |
401,929 |
(5) |
2,551,973 |
(6) | ||||||
|
|
|
|
|
|
|||||||
Total |
5,465,977 |
925,660 |
7,751,426 |
|||||||||
|
|
|
|
|
|
|||||||
Bryan Edmiston |
||||||||||||
Severance Arrangements |
— |
— |
— |
|||||||||
Acceleration of Unvested Equity Awards |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Total |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
R. Jarrett Lilien |
||||||||||||
Severance Arrangements |
1,832,445 |
(1) |
274,590 |
(2) |
2,560,466 |
(3) | ||||||
Acceleration of Unvested Equity Awards |
428,302 |
(4) |
107,076 |
(5) |
812,051 |
(6) | ||||||
|
|
|
|
|
|
|||||||
Total |
2,260,747 |
381,666 |
3,372,517 |
|||||||||
|
|
|
|
|
|
|||||||
Alexis Marinof |
||||||||||||
Severance Arrangements |
97,817 |
(7) |
— |
97,817 |
(7) | |||||||
Acceleration of Unvested Equity Awards |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Total |
97,817 |
— |
97,817 |
|||||||||
|
|
|
|
|
|
|||||||
Peter M. Ziemba |
||||||||||||
Severance Arrangements |
1,425,775 |
(1) |
219,165 |
(2) |
2,011,646 |
(3) | ||||||
Acceleration of Unvested Equity Awards (8) |
371,766 |
(4) |
92,941 |
(5) |
637,569 |
(6) | ||||||
|
|
|
|
|
|
|||||||
Total |
1,797,541 |
312,106 |
2,649,215 |
|||||||||
|
|
|
|
|
|
|||||||
Amit Muni (9) |
||||||||||||
Severance Arrangements |
— |
— |
— |
|||||||||
Acceleration of Unvested Equity Awards |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Total |
— |
— |
— |
|||||||||
|
|
|
|
|
|
(1) |
Represents an amount equal to the sum of: (i) Annual Base Salary; (ii) Termination Year Cash Incentive Compensation; (iii) Average Cash Incentive Compensation; and (iv) the value of COBRA benefits for 12 months. |
(2) |
Represents an amount equal to the sum of: (i) 25% of the Annual Base Salary; (ii) 12.5% of the Average Cash Incentive Compensation; and (iii) the value of COBRA benefits for three months. The amounts are only payable if we elect to enforce a three-month restrictive covenant as described under “Employment Agreements.” |
(3) |
Represents an amount equal to the sum of: (i) 1.75 times the Annual Base Salary; (ii) the Average Cash Incentive Compensation; (iii) 1.75 times the Average Cash Incentive Compensation; and (iv) the value of COBRA benefits for 21 months. |
(4) |
Represents the dollar value of restricted stock that would have vested in the 12-month period following the date of termination based on the closing price of our common stock of $6.12 on December 31, 2021. In addition, if a change of control occurs within 12 months after the date of termination, all unvested equity awards will vest on the effective date of the change of control. The dollar value of all equity awards that would vest upon a change of control in the 12-month period following the date of termination based on the closing price of our common stock of $6.12 on December 31, 2021 is as follows: Mr. Steinberg: $2,551,973; Mr. Lilien: $812,051; and Mr. Ziemba: $637,569. |
(5) |
Represents 25% of the dollar value of restricted stock that would have vested in the one-year period following the date of termination based on the closing price of our common stock of $6.12 on December 31, 2021. |
(6) |
Represents the dollar value of restricted stock that immediately vests upon a change of control based on the closing price of our common stock of $6.12 on December 31, 2021. In addition, any new equity awards granted within 18 months after a change of control that would have vested in the 21-month period immediately following the date of termination will vest immediately. |
(7) |
Represents an amount equal to three months’ base salary, pursuant to the terms of Mr. Marinof’s employment agreement. The amount reflected herein is reported in U.S. dollars using the exchange rate of $1.3492 at December 31, 2021. |
(8) |
All of Mr. Ziemba’s unvested shares of restricted stock and PRSUs will remain outstanding and continue to vest upon his Normal Retirement (as defined in the agreements representing such awards). |
(9) |
Mr. Muni resigned from his position as Chief Financial Officer on May 31, 2021 and he did not receive any severance payments or benefits upon his resignation. |
Board Service |
||||
Annual Cash Retainer (1) |
$ |
100,000 |
||
Annual Restricted Stock Award (2) |
$ |
100,000 |
||
Chair of the Board Cash Retainer |
$ |
110,000 |
Committee Service (1) |
Chair |
Member |
||||||
Audit |
$ |
25,000 |
$ |
12,500 |
||||
Compensation |
$ |
40,000 |
$ |
15,000 |
||||
Nominating and Governance |
$ |
— |
$ |
7,500 |
(1) |
Annual cash retainers for Board and Committee service are paid quarterly based on service during the prior quarter. |
(2) |
Annual restricted stock award under our 2016 Equity Plan granted at the Board of Directors meeting immediately following the annual meeting of stockholders each year to all non-employee directors serving on that date that vests one year from the grant date, subject to certain exceptions. The award is valued at $100,000 on the grant date based on the closing price of our common stock on the grant date. A director who is appointed to the Board outside of the annual meeting of stockholders will receive a prorated amount of the annual award. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1) |
Total ($) |
|||||||
Anthony Bossone |
145,337 |
100,000 (2) |
245,337 |
|||||||
Smita Conjeevaram |
71,739 |
139,180 (3) |
210,919 |
|||||||
Susan Cosgrove |
120,000 |
100,000 (2) |
220,000 |
|||||||
Bruce Lavine (4) |
107,500 |
100,000 (4) |
207,500 |
|||||||
Win Neuger |
131,394 |
100,000 (2) |
231,394 |
|||||||
Frank Salerno |
258,894 |
100,000 (2) |
358,894 |
(1) |
As of December 31, 2021, each of our non-employee directors held 15,625 shares of unvested restricted stock other than Ms. Conjeevaram, who held 22,921 shares of unvested restricted stock. |
(2) |
Represents the grant date fair value of 15,625 shares of restricted stock awarded on June 17, 2021, computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 718. |
(3) |
Represents the aggregate grant date fair value of 22,921 shares of restricted stock awarded to Ms. Conjeevaram, of which 7,296 shares with a grant date fair value of $39,180 were awarded upon her appointment as a non-employee director on January 25, 2021 and 15,625 shares with a grant date fair value of $100,000 were awarded on June 17, 2021. |
(4) |
Mr. Lavine resigned from our Board of Directors on January 12, 2022. Upon his resignation, the vesting of 8,990 shares of the 15,625 shares of restricted stock held by Mr. Lavine was accelerated, which shares were originally scheduled to vest on June 17, 2022. |
Beneficial Holder |
Number |
Percentage |
||||||
Executive Officers |
||||||||
Bryan Edmiston (1) |
71,117 |
* |
||||||
Marci Frankenthaler (2) |
111,932 |
0.1 |
||||||
R. Jarrett Lilien (3) |
595,230 |
0.4 |
||||||
Alexis Marinof (4) |
135,452 |
0.1 |
||||||
William Peck (5) |
91,565 |
0.1 |
||||||
Jonathan Steinberg (6) |
8,292,256 |
5.7 |
||||||
David Yates (7) |
68,919 |
* |
||||||
Peter M. Ziemba (8) |
1,025,612 |
0.7 |
||||||
Former Executive Officer |
||||||||
Amit Muni (9) |
596,812 |
0.4 |
||||||
Directors |
||||||||
Anthony Bossone (10) |
590,942 |
0.4 |
||||||
Smita Conjeevaram (11) |
22,921 |
* |
||||||
Susan Cosgrove (12) |
60,781 |
* |
||||||
Win Neuger (13) |
103,758 |
0.1 |
||||||
Frank Salerno (14) |
264,228 |
0.2 |
||||||
Harold Singleton III (15) |
6,932 |
* |
||||||
All directors and executive officers as a group (14 persons) |
11,441,645 |
7.8 |
||||||
Other 5% or Greater Stockholders |
||||||||
ETFS Capital Limited/Lion Point Capital, LP (16) |
19,771,979 |
13.5 |
||||||
BlackRock, Inc. (17) |
18,306,271 |
12.5 |
||||||
ArrowMark Colorado Holdings LLC (18) |
15,723,871 |
10.7 |
||||||
The Vanguard Group, Inc. (19) |
13,579,792 |
9.3 |
||||||
Michael Steinhardt (20) |
8,969,441 |
6.1 |
||||||
Massachusetts Financial Services Company (21) |
7,453,808 |
5.1 |
* |
Less than 0.1%. |
(1) |
Includes 38,926 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Edmiston until they vest, but over which he exercises voting power. |
(2) |
Includes 71,639 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Ms. Frankenthaler until they vest, but over which she exercises voting power. |
(3) |
Includes 151,249 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Lilien until they vest, but over which he exercises voting power. |
(4) |
Includes 93,894 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Marinof until they vest, but over which he exercises voting power. |
(5) |
Includes 61,413 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Peck until they vest, but over which he exercises voting power. |
(6) |
Includes (i) 798 shares of common stock owned by Mr. Steinberg’s spouse with whom he may be deemed to share voting and dispositive power; (ii) 16,889 shares of common stock held in a joint account with Mr. Steinberg’s spouse with whom he shares voting and dispositive power; and (iii) 372,004 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Steinberg until they vest, but over which he exercises voting power. |
(7) |
Includes 55,911 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Yates until they vest, but over which he exercises voting power. |
(8) |
Includes (i) 722,887 shares of common stock held in a joint account with Mr. Ziemba’s spouse with whom he shares voting and dispositive power and (ii) 102,725 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Ziemba until they vest, but over which he exercises voting power. |
(9) |
Mr. Muni resigned from his position as Chief Financial Officer on May 31, 2021. Accordingly, the information reported in the table is pursuant to the Company’s proxy statement filed with the SEC on April 30, 2021. 516,645 of the shares indicated in the table are held in a joint account with Mr. Muni’s spouse with whom he shares voting and dispositive power. |
(10) |
Includes 15,625 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Bossone until they vest, but over which he exercises voting power. |
(11) |
Includes 15,625 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Ms. Conjeevaram until they vest, but over which she exercises voting power. |
(12) |
Includes 15,625 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Ms. Cosgrove until they vest, but over which she exercises voting power. |
(13) |
Includes 15,625 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Neuger until they vest, but over which he exercises voting power. |
(14) |
Represents (i) 248,603 shares of common stock held in a joint account with Mr. Salerno’s spouse with whom he shares voting and dispositive power and (ii) 15,625 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Salerno until they vest, but over which he exercises voting power. |
(15) |
Represents 6,932 shares of restricted stock that do not vest within 60 days of March 31, 2022 and are not transferable by Mr. Singleton until they vest, but over which he exercises voting power. |
(16) |
Information reported pursuant to a Schedule 13D/A filed with the SEC on March 10, 2022. 15,250,000 of the shares indicated in the table are directly owned by ETFS Capital. Graham Tuckwell, who is the controlling shareholder of ETFS Capital, may be deemed an indirect beneficial owner of the shares of common stock directly owned by ETFS Capital and shares voting and dispositive power over such shares. In addition to the shares indicated in the table, ETFS Capital directly owns, and Mr. Tuckwell indirectly beneficially owns, 14,750 shares of our Series A Non-Voting Non-Voting th rd |
(17) |
Information reported pursuant to a Schedule 13G/A filed with the SEC on January 27, 2022. Blackrock, Inc. has filed as a parent holding company or control person on behalf of certain subsidiaries, none of which (except for BlackRock Fund Advisors) individually own 5% or more of our outstanding common stock. The business address of Blackrock is 55 East 52 nd |
(18) |
Information reported pursuant to a Schedule 13G/A filed with the SEC on February 14, 2022. The business address of ArrowMark Colorado Holdings LLC is 100 Fillmore Street, Suite 325, Denver, CO 80206. |
(19) |
Information reported pursuant to a Schedule 13G/A filed with the SEC on February 10, 2022. The shares indicated in the table are beneficially owned by The Vanguard Group, Inc. in its capacity as investment adviser and are owned of record by its clients. Vanguard reports that it has no sole voting power and shares voting power with respect to 214,145 shares, and that it has sole dispositive power with respect to 13,267,920 shares and shares dispositive power with respect to 311,872 shares. The business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
(20) |
Information reported pursuant to a Schedule 13G/A filed with the SEC on February 11, 2022. The shares indicated in the table include 1,914,590 shares of common stock held by The Judy and Michael Steinhardt Foundation for which Mr. Steinhardt serves as a co-trustee with Judy Steinhardt, with whom he shares voting and dispositive power, but over which he disclaims beneficial ownership. The business address of Mr. Steinhardt is 712 Fifth Avenue, 34th Floor, New York, NY 10019. |
(21) |
Information reported pursuant to a Schedule 13G filed with the SEC on February 2, 2022. The shares indicated in the table consist of shares beneficially owned by Massachusetts Financial Services Company and/or certain other non-reporting entities. The business address of Massachusetts Financial Services Company is 111 Huntington Avenue, Boston, MA 02199. |
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (2) (c) |
|||||||||
Equity compensation plans approved by security holders |
605,676 |
(3) |
N/A |
3,984,854 |
||||||||
Equity compensation plans not approved by securityholders |
— |
— |
— |
|||||||||
|
|
|
|
|
|
|||||||
Total |
605,676 |
N/A |
3,984,854 |
(1) |
There were no outstanding options or warrants as of December 31, 2021. |
(2) |
Represents shares available for issuance under our 2016 Equity Plan as of December 31, 2021. |
(3) |
Includes 54,990 shares issuable upon the vesting of RSUs and 550,686 shares issuable upon the vesting of PRSUs under our 2016 Equity Plan, with the actual number of shares to be issued upon vesting of the PRSUs to range between 0% to 200% of this number. There are no options outstanding under the 2016 Equity Plan. |
2021 |
2020 |
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Audit Fees (1) |
$ | 1,360 | $ | 1,392 | ||||
Audit Related Fees (2) |
44 | 42 | ||||||
Tax Fees |
— | — | ||||||
All Other Fees |
— | — | ||||||
|
|
|
|
|||||
Total Fees |
$ | 1,404 | $ | 1,434 | ||||
|
|
|
|
(1) | Audit fees relate to professional services rendered in connection with the audit of our annual financial statements, quarterly review of financial statements included in our statutory and regulatory filings, audit of our internal control over financial reporting, audits of the financial statements of certain consolidated subsidiaries and issuance of comfort letter. |
(2) | Fees related to the audits of our employee benefit plan during the years ended December 31, 2021 and 2020. |
1. | Consolidated Financial Statements 10-K and are incorporated by reference. |
2. | Financial Statement Schedules |