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Item 10.
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Directors, Executive Officers and Corporate Governance
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The board of directors and executive officers
of Cision are as follows:
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Name
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Age
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Position
|
|
|
|
|
|
|
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Kevin Akeroyd
|
|
50
|
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President, Chief Executive Officer and Director
|
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Jack Pearlstein
|
|
55
|
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Executive Vice President and Chief Financial Officer
|
|
Yujie Chen
|
|
48
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|
President, Asia-Pacific
|
|
Robert Coppola
|
|
48
|
|
Chief Information Officer
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|
Erik Huddleston
|
|
43
|
|
President, Americas
|
|
Rainer Mathes
|
|
64
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|
President, Cision Insights
|
|
Peter Low
|
|
56
|
|
Managing Director, EMEA
|
|
Greg Spratto
|
|
46
|
|
Chief Operating Officer
|
|
Steve Solomon
|
|
55
|
|
Chief Accounting Officer
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|
Mark M. Anderson
(2)(3)
|
|
43
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Director and Chairman of the Board
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|
Philip A. Canfield
(3)
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|
51
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|
Director
|
|
L. Dyson Dryden
(1)(2)
|
|
43
|
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Director
|
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Mark D. Ein
(1)(3)
|
|
54
|
|
Director and Vice-Chairman of the Board
|
|
Stephen P. Master
(2)
|
|
35
|
|
Director
|
|
Stuart J. Yarbrough
(1)
|
|
68
|
|
Director
|
|
Susan Vobejda
(2)
|
|
53
|
|
Director
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(1) Member of the Audit Committee
(2) Member of the Corporate Governance and Nominating Committee
(3) Member of the Compensation Committee
Executive Officers
Kevin Akeroyd
. Mr. Akeroyd
has served as our Chief Executive Officer and President since August 2016. Mr. Akeroyd has over 25 years of experience in digital,
social and mobile marketing globally. Previously, Mr. Akeroyd was General Manager and Senior Vice President at Oracle Marketing
Cloud from September 2013 to August 2016. Mr. Akeroyd and Oracle created and led the Enterprise Marketing Platform category. Prior
to Oracle, he held senior leadership positions at Badgeville from September 2011 to September 2013 and Salesforce.com (Jigsaw/Data.com)
from September 2007 to August 2011. Mr. Akeroyd holds a degree from the University of Washington, Michael G. Foster School of Business
and attended the EPSO program at the Stanford University Graduate School of Business.
Jack Pearlstein
. Mr. Pearlstein
has served as our Chief Financial Officer since June 2014. Previously, from June 2009 to November 2013, he was Chief Financial
Officer of Six3 Systems, Inc., a leading provider of software development, sensor development and signal processing services to
the U.S. intelligence community. As a Chief Financial Officer, Mr. Pearlstein has led three different companies through their initial
public offerings: AppNet from May 1999 to September 2000, DigitalNet from September 2001 to November 2004 and Solera from April
2006 to March 2009. Mr. Pearlstein is a CPA and received his Bachelor of Science in accounting from New York University. He also
holds an MBA in finance from The George Washington University.
Yujie Chen
. Mr. Chen has
served as our Asia Pacific President since June 2016. Mr. Chen joined PR Newswire in November 2003 and was promoted from Managing
Director (China) to head PR Newswire’s business for the entire Asia-Pacific region in June 2013. Prior to PR Newswire, Mr.
Chen worked in a number of media and publishing industry roles, including with CNBC Asia from June 2003 to November 2003, Deluxe
Global Media from September 2001 to June 2003 and Beijing Television from February 1996 to August 1999. Chen holds an MBA degree
from the Anderson School of Management at UCLA.
Robert Coppola
. Mr. Coppola
has served as our Chief Information Officer since July 2016. Mr. Coppola spent four years from June 2011 to September 2015 with
McGraw-Hill Financial as the Chief Information and Technology Officer for S&P Capital IQ and S&P Dow Jones Indices, a leading
provider of ratings, benchmarking and analytics in the global capital and commodity markets. There, he was responsible for driving
the overarching technology strategy, architecture and development in addition to evolving multiple silo-based teams into one global
operating team. He has also held leadership positions with Thomson Reuters from November 2003 to June 2011 and Bloomberg LP from
September 1992 to November 2003. Mr. Coppola holds a Bachelor’s in Economics from Rutgers University.
Erik Huddleston
. Mr. Huddleston
joined Cision in January 2019 in connection with the TrendKite acquisition and has served as our President, Americas since February
2019. Mr. Huddleston has over 20 years of experience in digital, social, PR, SaaS, and analytics. Previously, Mr. Huddleston
served as CEO of TrendKite from April 2014 until January 2019. Mr. Huddleston held prior executive leadership positions at
Sprinklr, Dachis Group, Inovis, and BetweenMarkets. Mr. Huddleston holds a degree from the Plan II Honors Program at the
University of Texas.
Rainer Mathes
. Dr. Mathes
has served as President of Cision Insights since January 2018. Cision Insights is dedicated to evaluating companywide campaign
effectiveness through customized intelligence, reporting and industry expertise. Dr. Mathes founded PRIME Research in 1988 while
holding research positions at the Institute of Media Studies at the University of Mainz and later at the Research Center for Surveys
and Methodology in Mannheim. Dr. Mathes developed Prime into a global research organization with locations in Europe, the
United States and Asia. Dr. Mathes was educated at the University of Mainz where he first finished his M.A. in Political
Science, Communication Science and Linguistics in 1980 before achieving his Ph. D. in Political Science in 1986 and receiving the
‘Johannes Gutenberg Award’ in the same year.
Peter Low
. Mr. Low has served
as our EMEA President since February 2019. He co-founded the Precise Media Group in April 2005 and was CEO of that company until
June 2014. Precise provided media monitoring and evaluation services to companies in the UK and across Europe. The company was
sold in June 2014 and from June 2014 until January 2017, Mr. Low held the position of Chief Strategic Officer at one of the operating
divisions within WPP. Mr. Low qualified as a Chartered Accountant at PwC and holds a law degree from the London School of Economics.
Greg Spratto
. Mr. Spratto
has served as our Chief Operating Officer since August 2018. Mr. Spratto has nearly 20 years of operations experience, including
organization leadership, M&A integration, supply chain, customer service and back office automation and reporting. Prior to
joining the Company, Mr. Spratto served in numerous professional capacities, and most recently as Vice President, Operations, of
Autodesk, Inc., a design software and digital content company. Mr. Spratto joined Autodesk in 1998. Mr. Spratto received a Bachelor
of Arts degree from Indiana University.
Steve Solomon
. Mr. Solomon
has served as our Chief Accounting Officer since June 2014. From June 2009 to June 2014, he was Corporate Controller of Six3 Systems,
Inc., a leading provider of software development, sensor development and signal processing services to the US intelligence community.
As a Corporate Controller, Mr. Solomon was at DigitalNet from October 2001 to January 2005 and helped the Company through their
initial public offering. Mr. Solomon is a CPA and received his Bachelor of Science in accounting from the University of Maryland.
Non-Employee Directors
Mark M. Anderson
. Mr. Anderson
joined GTCR in 2000 and is currently a Managing Director of the firm. He previously worked at Gracie Capital and at Bowles Hollowell
Conner & Co. He holds an MBA from Harvard Business School and a BS from the McIntire School of Commerce at the University of
Virginia. Mr. Anderson currently is a Director of Cision, Global Traffic Network, Beeline, Lytx, Rural Broadband Investments and
XIFIN. In addition, Mr. Anderson was previously a Director of GTCR’s past investments including CAMP Systems, Land Lease
Group and Landmark Aviation, and was instrumental in other GTCR investments including Skylight Financial, Solera and Transaction
Network Services. Mr. Anderson serves on the board of the Chicago Foundation for Education, a non-profit organization that seeks
to improve the educational experience of Chicago’s public school children.
We determined that Mr. Anderson’s
directorship experience and experience advising similar companies qualifies him to serve as a director on Cision’s board
of directors.
Philip A. Canfield
. Mr. Canfield
is a Managing Director of private equity firm GTCR LLC and currently co-heads GTCR’s Technology, Media and Telecommunications
investment team. Mr. Canfield joined GTCR in 1992 and became a Principal in 1997. From 1990 to 1992, Mr. Canfield worked in the
Corporate Finance Department at Kidder, Peabody and Company. Mr. Canfield has served as a Director of Zayo Group Holdings, Inc.
since July 2012 and is the Chairman of its Nominating & Governance Committee. Mr. Canfield currently serves on several private
company boards. He holds an M.B.A. from the University of Chicago and a B.B.A. in finance with High Honors from the Honors Business
Program at the University of Texas.
We determined that Mr. Canfield’s
extensive experience in corporate finance and in the telecommunications industry qualifies him to serve as a director on Cision’s
board of directors.
L. Dyson Dryden
. Mr. Dryden
is currently the President, Chief Financial Officer, and a Director of Capitol Investment Corp. IV, a blank check company formed
for the purpose of effecting a business combination with another company. From July 2015 until it completed its business combination
in June 2017, Mr. Dryden was the President, Chief Financial Officer, Treasurer, Secretary and a Director of Capitol Acquisition
Corp. III. Since the closing of the business combination, Mr. Dryden has continued to serve as a director of Capitol Acquisition
Corp. III (now known as Cision Ltd.). From March 2013 to July 2015, Mr. Dryden served as the Chief Financial Officer and a Director
of Capitol II. Mr. Dryden has continued to serve as a director of Lindblad Expeditions since the closing of its business combination.
Mr. Dryden is also the founder of Dryden Capital Management, LLC, a private investment firm that invests in and builds private
companies, and has served as its President since March 2013. Mr. Dryden has also been Vice Chairman of CDS Logistics Management,
Inc., one of the largest providers of home improvement product delivery services in the United States, since 2009. From August
2005 to February 2013, Mr. Dryden worked in Citigroup’s Investment Banking division in New York, most recently as a Managing
Director where he led the coverage effort for a number of the firm’s Global Technology, Media and Telecommunications clients.
From 2000 to 2005, Mr. Dryden held the titles of Associate and Vice President at Jefferies & Company, a middle market investment
banking firm. From 1998 to 2000, Mr. Dryden worked in the investment banking group at BB&T Corporation. Mr. Dryden holds a
B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond.
We determined that Mr. Dryden’s corporate
finance and public company experience qualifies him to serve as a director on Cision’s board of directors.
Mark D. Ein
. Mr. Ein currently
is currently the Chairman, Chief Executive Officer and a Director of Capitol Investment Corp. IV, a blank check company formed
for the purpose of effecting a business combination with another company. Mr. Ein is an investor, entrepreneur and philanthropist,
who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course
of his 25-year career. From July 2015 until June 2017, Mr. Ein was the Chairman of the Board, Chief Executive Officer, and a Director
of Capitol III Acquisition Corp. III. Since the closing of the business combination, Mr. Ein has continued to serve as a director
of Capitol Acquisition Corp. III (now known as Cision Ltd.). From August 2010 to July 2015, Mr. Ein was the Chairman of the Board,
Chief Executive Officer, Treasurer and Secretary of Capitol II. Capitol II completed its business combination with Lindblad Expeditions,
Inc. in July 2015. Since the closing of the business combination, Mr. Ein has continued to serve as the Chairman of the Board of
Capitol II (and now post-merger Lindblad Expeditions Holdings, Inc.). From June 2007 to October 2009, Mr. Ein was the Chief Executive
Officer and Director of Capitol I. Capitol I completed its business combination with Two Harbors Investment Corp., a Maryland real
estate investment trust, in October 2009. From October 2009 to May 2015, Mr. Ein served as the Non-Executive Vice Chairman of Two
Harbor’s board of directors. Mr. Ein is the Founder of Venturehouse Group, LLC, a holding company that creates, invests in
and builds companies, and has served as its Chairman and Chief Executive Officer since 1999. Venturehouse’s portfolio includes
or has included the seed investment in Matrics Technologies in August 2000 (sold to Symbol Technologies in September 2004), the
lead investment in the buyout of Cibernet Corporation from the CTIA in March 2003 (sold to MACH S.à.r.l. in April 2007),
the acquisition of VSGi from Net2000 Communications, and an early investment in XM Satellite Radio. He has also been the President
of Leland Investments Inc., a private investment firm, since 2005. Mr. Ein is Co-Chairman of Kastle Holding Company LLC, which
through its subsidiaries conducts the business of Kastle Systems, LLC, a provider of building and office security systems that
was acquired in January 2007. An entity owned by Mr. Ein is also the majority owner and managing member of Kastle Holding Company
LLC. In 2008, Mr. Ein founded and is the owner of the Washington Kastles, the World Team Tennis franchise in Washington, D.C.,
that has won the league championship six times in its nine years in the league. In March, 2017, Mr. Ein led the acquisition of
World TeamTennis LLC, the professional team tennis league of which the Washington Kastles are a franchisee, from Billie Jean King
and is now its Chairman. Previously in his career, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs&
Co. Mr. Ein is the Chairman of the Board of VSGi, a provider of videoconferencing services. Mr. Ein is also the Chairman of the
Board of the District of Columbia Public Education Fund and Vice President of the board of directors of the United States Tennis
Association and a member of the boards of the District of Columbia College Access Program (DC-CAP) and the International Tennis
Hall of Fame. He was appointed by Mayor Vincent Gray to be a member of the D.C. Tax Revision Commission and also serves on the
Executive Committee of the Federal City Council. Mr. Ein received a B.S. in Economics with a concentration in Finance from the
University of Pennsylvania’s Wharton School of Finance and an M.B.A. from the Harvard Business School.
We determined that Mr. Ein’s public
company experience, operational experience and his business contacts qualifies him to serve as a director on Cision’s board
of directors.
Stephen P. Master
. Mr. Master
joined GTCR in January 2008 and became a Vice President in September 2012. Prior to joining GTCR, Mr. Master worked as an Analyst
in the Telecommunications and Mergers & Acquisitions groups at UBS Investment Bank from June 2006 to December 2007. He holds
an MBA with honors from the University of Chicago and a BA summa cum laude from Northwestern University in mathematical methods
in the social sciences and economics. He is currently a Director of Cision, Inteliquent, Beeline and Park Place and played an instrumental
role in GTCR’s investment in Landmark Aviation. He was previously a Director of Protection 1.
We determined that Mr. Master’s experience
in finance and in advising similar companies qualifies him to serve as a director on Cision’s board of directors.
Stuart J. Yarbrough
. Mr.
Yarbrough’s professional experience includes over 24 years in public accounting, primarily with Ernst & Young and BDO
Seidman, LLP. Since June 2008, Mr. Yarbrough has been a private investor. From February 2007 through its final distributions during
June 2008, Mr. Yarbrough served as the chief executive officer of 3Point Capital Partners, a private equity firm. From 1994 through
February 2007, Mr. Yarbrough was a principal at CrossHill Financial Group Inc., a company he co-founded, which provided investment
banking services and venture debt financing to growth companies. Mr. Yarbrough previously served on the board of directors of Solera
Holdings, Inc. and DigitalNet Holdings, Inc., as well as several other public companies. Mr. Yarbrough has a B.A. in management
sciences from Duke University.
We determined Mr. Yarbrough’s extensive
practical and management experience in public accounting and corporate finance, as well as leadership expertise through his directorship
roles in public companies, including service on audit and other board of directors committees, qualifies him to serve as a director
on Cision’s board of directors.
Susan Vobejda
. Ms. Vobjeda
currently serves as Chief Marketing Officer at The Trade Desk, a global advertising technology company. Prior to joining The Trade
Desk in November 2017, she served as executive vice president and chief marketing officer of Tory Burch from 2015 to 2017. She
previously held marketing leadership positions with Bloomberg, Yahoo!, Gap and Walmart. Ms. Vobejda holds a B.A. in Economics from
Carleton College and an M.B.A. from Harvard Business School.
We determined that Ms. Vobejda’s
extensive experience in digital marketing and communications qualifies her to serve as a director on Cision’s board of directors.
Board Designees
The board is comprised of eight persons,
including Messrs. Ein and Dryden and three persons designated by Cision Owner. Messrs. Anderson, Canfield and Master have been
designated by Cision Owner as its three designees under that certain director nomination agreement, dated as of June 29, 2017,
by and among us, Cision Owner and certain investment vehicles affiliated with GTCR LLC (the “Nominating Agreement”).
Family Relationships
There are no family relationships between
any of Cision’s executive officers and directors or director nominees.
Classified Board of Directors
The directors are divided into three (3)
classes designated as Class I, Class II and Class III. At the 2019 annual general meeting of shareholders, the term of office of
the Class II directors shall expire and Class II directors shall be elected for a full term of three (3) years. At the 2020 annual
general meeting of shareholders, the term of office of the Class III directors shall expire and Class III directors shall be elected
for a full term of three (3) years. At the 2021 annual general meeting of shareholders, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting
of shareholders, directors shall be elected for a full term of three (3) years to succeed the directors of the class whose terms
expire at such annual general meeting.
Our directors are divided among the three
classes as follows, in each case, until their successors are elected and qualified:
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|
·
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Dyson Dryden and Stephen P. Master are Class I directors serving until the general meeting of shareholders to be held in 2021;
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|
|
·
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Stuart J. Yarbrough, Susan Vobejda and Kevin Akeroyd are Class II directors serving until the general meeting to be held in 2019; and
|
|
|
·
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Mark D. Ein, Mark M. Anderson and Philip A. Canfield are Class III directors serving until the general meeting to be held in 2020.
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Risk Oversight
Our board of directors oversees the risk
management activities designed and implemented by our management. Our board of directors executes its oversight responsibility
both directly and through its committees. Our board of directors also considers specific risk topics, including risks associated
with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, is primarily
responsible for managing the risks associated with operation and business of the company and will provide appropriate updates to
the board of directors and the audit committee. Our board of directors delegates to the audit committee oversight of its risk management
process, and our other committees also consider risk as they perform their respective committee responsibilities. All committees
report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.
Meetings and Committees of the Board
of Directors
Cision has established a separately standing
audit committee, corporate governance and nominating committee and compensation committee.
Audit Committee Information
Cision has established an audit committee
comprised of independent directors. The audit committee consists of Stuart J. Yarbrough, Mark D. Ein and L. Dyson Dryden. Each
member of the audit committee is independent under the applicable listing standards. The audit committee has a written charter.
The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise Cision’s
independent accountants, review the results and scope of the audit and other accounting related services, review Cision’s
accounting practices and systems of internal accounting and disclosure controls and oversee our risk management process.
Financial Experts on Audit Committee
The audit committee is and at all times
will be composed exclusively of “independent directors,” as defined for audit committee members under the New York
Stock Exchange listing standards and the rules and regulations of the SEC, who are “financially literate.” “Financially
literate” generally means being able to read and understand fundamental financial statements, including a company’s
balance sheet, income statement and cash flow statement. In addition, Cision is required to certify to the exchange that the committee
has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.
Stuart J. Yarbrough serves as a financial
expert on the Audit Committee.
Corporate Governance and Nominating
Committee Information
Cision has established a corporate governance
and nominating committee of the board of directors comprised of Mark M. Anderson, L. Dyson Dryden, Stephen P. Master and Susan
Vobedja. Each member of the corporate governance and nominating committee is independent under the applicable listing standards.
The corporate governance and nominating committee has a written charter. The corporate governance and nominating committee is responsible
for overseeing the selection of persons to be nominated to serve on Cision’s board of directors.
Guidelines for Selecting Director Nominees
The corporate governance and nominating
committee considers persons identified by its members, management, stockholders, investment bankers and others. The guidelines
for selecting nominees, which are specified in the corporate governance and nominating committee charter, generally provide that
persons to be nominated:
|
|
·
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should have demonstrated notable or significant achievements in business, education or public service;
|
|
|
·
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
|
|
|
·
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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.
|
The corporate governance and nominating
committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a person’s candidacy for membership on the board of directors. The corporate governance and nominating committee
may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from
time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board
members. The corporate governance and nominating committee does not distinguish among nominees recommended by stockholders and
other persons.
Compensation Committee Information
The board of directors of Cision has established
a compensation committee consisting of independent directors. The Compensation Committee consists of Mark M. Anderson, Philip A.
Canfield and Mark D. Ein. The compensation committee has a written charter. The purpose of the compensation committee is to review
and approve compensation paid to Cision’s officers and directors and to administer Cision’s incentive compensation
plans, including authority to make and modify awards under such plans.
Any award made to an individual subject
to the requirements of Section 16 of the Exchange Act must be approved by a committee of two or more members of the board who are
“nonemployee directors” as defined in Rule 16b-3(d)(1) under the Exchange Act.
Code of Ethics
Cision has adopted a Code of Ethics that
applies to all of its employees, officers and directors. This includes Cision’s principal executive officer, principal financial
officer, and principal accounting officer or controller, or persons performing similar functions. The full text of Cision’s
Code of Ethics is posted on its website at www.cision.com. Cision intends to disclose on its website any future amendments of the
Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer
or controller, persons performing similar functions, or Cision’s directors from provisions in the Code of Ethics.
Compensation Committee Interlocks and
Insider Participation
None of the members of the compensation
committee is currently, or has been at any time, one of Cision’s officers or employees. None of Cision’s executive
officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of Cision’s board of directors or compensation
committee.
Shareholder and Interested Party Communications
Cision’s board of directors does
not provide a process for shareholders or other interested parties to send communications to the board of directors because management
believed that it was premature to develop such processes given the limited liquidity of Holdings’ Ordinary Shares at that
time. However, management of Cision may establish a process for shareholder and interested party communications in the future.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires all directors and certain executive officers and persons who own more than 10% of a registered
class of our equity securities to file with the SEC within specified due dates reports of ownership and reports of changes of ownership
of our ordinary shares and our other equity securities. These persons are required by SEC regulations to furnish us with copies
of all Section 16(a) reports they file. Based on reports and written representations furnished to us by these persons, we believe
that all directors and relevant executive officers complied with these filing requirements during 2018.
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Item 11.
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Executive Compensation
|
Compensation Discussion and Analysis
This Compensation Discussion and Analysis
reviews our business performance for the year ended December 31, 2018 and the annual compensation of our named executive officers
(“Named Executive Officers” or “NEOs”) based on their level of achievement against the business performance
targets determined by the Compensation Committee of our board of directors (the “Compensation Committee”). It also
provides an overview and analysis of our compensation programs and policies, material compensation decisions made during the year
under those programs and policies, and the material factors considered in making those decisions. Our compensation programs are
objective and performance-based, and we have adopted practices that we believe discourage excessive risk taking by management that
could potentially harm shareholders. Our executive officers have a compensation program that includes a competitive base salary,
an annual cash incentive tied to pre-established financial goals, and long-term equity incentives tied in part to pre-established
financial goals that are collectively aimed to motivate and retain executives while driving the long-term performance of Cision.
During the year ended December 31, 2018,
our NEOs were:
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·
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Kevin Akeroyd, our Chief Executive Officer
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·
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Jack Pearlstein, our Chief Financial Officer
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·
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Jason Edelboim, our former President, Americas
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·
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Dr. Rainer Mathes, our President, Insights
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|
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·
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Abe Smith, our former President, EMEA
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During January 2019, Mr. Edelboim’s
employment as President, Americas and Mr. Smith’s employment as President, EMEA, concluded. Messrs. Akeroyd, Pearlstein and
Mathes are sometimes referred to in this Compensation Discussion and Analysis as the “Continuing Named Executive Officers.”
Executive Summary
We had a strong year in 2018, during which
we achieved significant financial, operational and strategic results. We completed the integration of CEDROM-SNi, which we acquired
in December 2017, and the integration of Prime Research, Inc., which we acquired in January 2018. We believe the integration of
these two acquisitions strengthens our software and services offering, extends our geographical presence and benefits our customers.
During the year ended December 31, 2018, we achieved the following financial results (in millions of dollars):
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2018
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2017
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% Change
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Revenue
|
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$
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730.4
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$
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631.6
|
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|
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15.6
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%
|
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Adjusted EBITDA
|
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$
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255.2
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$
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225.5
|
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|
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13.2
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%
|
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Attribution Bookings (Annualized Contract Value)
|
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$
|
1.6
|
|
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$
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0.1
|
|
|
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1,500
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%
|
On a pro forma basis, after adjusting for
acquisitions and the impact of fluctuations in exchange rates, our 2018 revenues increased approximately 2.0%. On a pro forma basis,
after adjusting for acquisitions and the impact of fluctuations in exchange rates, our 2018 Adjusted EBITDA increased 13.2%. Adjusted
EBITDA is a non-GAAP measure. For more information on our use of Adjusted EBITDA and other non-GAAP measures, see the discussion
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP
Financial Measures” contained in Item 7 of the Original Filing. Attribution bookings refers to the revenue associated with
attribution contracts we obtain in a particular year. In 2018, we secured attribution contracts with an annualized contract value
of $1.6 million.
We made continuing strides towards our
strategic initiatives focusing on technology and products, our customers, and our people, which will help us continue to deliver
against our financial goals in the long term. There is solid momentum in the business exiting 2018. We are confident that we are
well-positioned to sustain this level of growth over the coming years as we look to advance our financial, operational and strategic
goals.
Our Compensation Philosophy and Our
2018 Executive Compensation Program
Our compensation policies and philosophies
are designed to align executive compensation with our business objectives and the creation of shareholder value, while also enabling
us to attract, motivate and retain individuals who contribute to our long-term success. We believe our executive compensation program
must be competitive in order to attract and retain executive officers. We seek to implement compensation policies and philosophies
that directly link our executive officers’ variable cash compensation to company performance objectives, and by providing
long-term incentive compensation in the form of time-based equity awards.
Our executive compensation program for
2018 was geared towards driving long-term, sustainable business performance. We believe our executive compensation program should:
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be consistent with both our short-term financial goals and our long-term business objectives and
strategy;
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drive accountability and transparency and align executive compensation with shareholder interests;
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·
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be designed to attract, retain and motivate top talent;
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·
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apply consistently to executives around the globe, with appropriate adjustments for local financial
goals, business objectives and strategy;
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·
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provide long-term incentives that align executive and shareholder interests and promote shareholder
return;
|
|
|
·
|
promote a pay-for-performance culture that is incentivized to achieve business performance that
will sustain growth across Cision; and
|
|
|
·
|
ensure that our incentive plans do not encourage undue risk taking while also avoiding undue complexity.
|
With these guiding principles, we operationalized
the executive compensation program for 2018 as follows:
|
|
·
|
the program reasonably balances fixed versus variable pay and short-term versus long-term incentives;
|
|
|
·
|
all incentive awards have specific, financial-based metrics that directly support our near-term
and long-term business objectives;
|
|
|
·
|
the performance metrics used for 2018 annual non-equity incentive awards consisted of Revenue,
Adjusted EBITDA, and Attribution Bookings;
|
|
|
·
|
the metrics used for 2018 performance-based equity incentive awards consisted of Revenue and Adjusted
EBITDA, and such awards were granted in the form of performance-based options and restricted stock units;
|
|
|
·
|
long-term equity incentives were granted in the form of options and restricted stock units (“RSUs”)
with time-based vesting;
|
|
|
·
|
all performance-based incentive awards are subject to (a) threshold levels of performance below
which no incentives are paid and (b) performance caps above which no additional incentives are paid; and
|
|
|
·
|
benefits are provided as part of a competitive and cost-effective overall remuneration package.
|
How Compensation Decisions Are Made
The Compensation Committee
makes individual compensation determinations for executive officers based on a number of factors, including the nature and scope
of each executive officer’s duties, individual experience and performance, internal pay positioning, and the pay levels for
executive officers in similar positions within our peer group of companies.
The Compensation Committee
also considers the individual elements of compensation for each executive officer against the peer group described below, which
consists of fourteen CRM, marketing software, and information services and data companies. Our peer group was developed in coordination
with our compensation consultant. For 2018, our peer group consisted of the following companies:
|
·
Acxiom
·
Blackbaud
·
CoStar
Group
·
Dun
& Bradstreet
·
Ebix
·
Factset
Research
·
Fair
Issac
·
Five
9
|
·
Gartner
·
NIC
·
Paylocity
·
Progress
Software
·
Web.com
Group
·
Zendesk
|
Our Compensation Committee
decided to include companies in our peer group based on one or more of the following factors:
|
|
·
|
The company closely matches Cision’s product mix, size and specific industries.
|
|
|
·
|
The company is one against which analysts and shareholders compare our financial performance.
|
|
|
·
|
The company is one against which we compete to recruit new talent and retain our existing talent across our business lines.
|
During the year, the
Compensation Committee had numerous discussions about the appropriate peer group of companies for Cision due to our increasingly
global and diverse business. The Compensation Committee reviewed the peer group of companies relative to key competitors, industry
and size factors, such as revenue, EBITDA, enterprise value, and market capitalization, and noted certain outliers in the peer
group of companies when compared to Cision’s enterprise value. The Compensation Committee believes this peer group of companies
appropriately reflects the companies against which our financial performance should be measured and with which the Company competes
for executive talent, as it includes firms that (i) provide broad industry information and analytics; (ii) provide software,
managed services and professional services; and (iii) have a median enterprise value of $3.8 billion, positioning Cision at
the 47
th
percentile of the peer group of companies with an enterprise value of $2.9 billion as of April 20, 2018 (the
measurement date used in the consultant’s report to the Compensation Committee).
Role of Management
At the Compensation Committee’s request,
our management provides the Compensation Committee with information, analyses, and specific recommendations regarding our executive
compensation program and policies and assists the Compensation Committee in carrying out its responsibilities. Management also
meets regularly with the Compensation Committee to provide the committee with updates. While the Compensation Committee considers
the recommendations of the Chief Executive Officer regarding executive officer compensation levels (other than with respect to
his own compensation), the Compensation Committee ultimately makes all decisions relating to executive officer compensation.
Role of the Compensation Committee
The Compensation Committee, which is currently
composed of three independent directors, is responsible for the compensation of the executive officers. This means that the Compensation
Committee sets base salaries and short-term and long-term incentive targets and approves the individual compensation elements for
each executive officer.
In consultation with Frederic W. Cook,
the Compensation Committee’s independent compensation consultant (“F.W. Cook”), and Company management, the Compensation
Committee actively oversees the design process of our incentive compensation programs and provides the final approval of incentive
programs and quantitative performance metrics. The Compensation Committee establishes target compensation and performance goals
for the executive officers and determines annual incentive payments for the prior year, based upon a review of the performance
achieved. As the Compensation Committee makes its decisions, it considers financial results in the most recent year, analysis against
the compensation peer group of companies, feedback from shareholders, and input from F.W. Cook. The Compensation Committee reviews
and approves compensation with a view to supporting our long-term plans, achieving superior annual and long-term financial results
and making continued progress on our long-term strategic objectives.
Role of Independent Compensation Consultant
In 2018, the Compensation Committee engaged
F.W. Cook as its independent executive compensation advisor to provide guidance on executive compensation and related governance
matters. In choosing F.W. Cook, the Compensation Committee sought a credible leader in the executive compensation field with diversified
industry experience and expertise working with companies like Cision that are actively engaged in mergers and acquisitions and
are frequently faced with the challenge of harmonizing compensation plans and philosophies across recently acquired businesses.
During 2018, F.W. Cook advised the Compensation Committee on the composition of the peer group of companies, provided a competitive
review of executive compensation relative to our peer group of companies, provided an assessment of independent director compensation,
conducted a risk assessment of our compensation programs, reviewed our share usage and dilution relative to our peer group of companies,
and assisted with other executive compensation and governance matters that arose during the course of the year. While the Compensation
Committee considers the recommendations of F.W. Cook, the Compensation Committee ultimately makes all decisions relating to executive
officer compensation.
Compensation and Risk
The Compensation Committee considered the
balance between appropriately motivating executives and employees and ensuring that our compensation program does not encourage
excessive risk-taking. The Compensation Committee, with the assistance of F.W. Cook, annually reviews and assesses the risks arising
from our compensation policies and practices. The Compensation Committee believes that the balance between our cash and equity
incentives, selection of performance measures, and other governance practices, such as our anti-hedging/pledging policy, incentive
compensation recoupment policy, and sound internal controls over financial reporting to ensure that performance-based compensation
is earned on the basis of accurate financial data, all help ensure that our compensation plans and practices do not create risks
that are reasonably likely to have a material adverse effect on Cision.
Accounting and Tax Treatment
The Compensation Committee considers the
anticipated accounting and tax treatment to Cision and to the executive officers as part of its decision-making process. From an
accounting perspective, the Compensation Committee’s preference is that there are no significant negative accounting implications
due to the design of the compensation program. Our compensation programs are designed with Sections 409A and 457A of the U.S. Internal
Revenue Code in mind, with the intent to avoid adverse tax consequences for our executive officers.
Components of Compensation
In 2018, the compensation for each of our NEOs consisted of
the following elements:
|
Pay Element
|
|
Pay Philosophy
|
|
Components
|
|
Performance Element
|
|
Base Salary
|
|
Competitive level of fixed pay to recognize individual’s role, expertise, experience, and responsibilities; base salary level takes account of the individual contribution and performance against our strategy
|
|
Cash-base salary is paid in installments during the year
|
|
Evaluated annually
Individual performance considered when assessing individual
pay level
To ensure pay equity, we regularly assess pay against role,
scope and responsibilities
|
|
|
|
|
|
|
|
|
|
Annual Cash Incentive for the Chief Executive Officer and the Chief Financial Officer
|
|
Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance
|
|
Cash payout opportunity of 0% percent to 150% percent
of target
Performance above the minimum threshold results in a bonus payout
equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold
Targets are adjusted for foreign exchange fluctuations, acquisitions
and divestitures
|
|
Revenue (30% weighting); Revenue target of $744 million; 50%
payout at $729 million up to 150% payout at $769 million
EBITDA Margin (25% weighting); EBITDA Margin target of 35.2%;
50% payout at 34.0%; payout capped at 100%
EBITDA (25% weighting); EBITDA target of $262 million; 50% payout
at $253 million up to 150% payout at $271 million
Attribution Bookings (20% weighting); Attribution Bookings target
of $2.8 million in annual contract value; payout capped at 100%
|
|
Pay Element
|
|
Pay Philosophy
|
|
Components
|
|
Performance Element
|
|
Annual Cash Incentive for the President, Americas, President EMEA, and President, Insights
|
|
Annual incentive target aimed to motivate and reward the achievement of specific annual objectives linked to our strategy and financial goals; it provides annual recognition of superior operational and financial performance
|
|
Cash payout opportunity of 0% percent to 110% percent
of target
Performance above the minimum threshold results in a bonus payout
equivalent to a percentage of target, but no bonus is payable for performance that does not meet the minimum threshold
Targets are adjusted for foreign exchange fluctuations, acquisitions
and divestitures
|
|
Revenue 45% weighting, with Corporate weighted 5% and applicable
region or sub-service weighted 40%; Corporate Revenue target of $744 million; Americas Revenue Target of $463 million; EMEA Revenue
Target of $181 million; Insights Revenue Target of $120 million; payouts between 0% and 110%.
Corporate EBITDA weighted 5%; target of $262 million;
President,
Americas and President, EMEA
: applicable region EBITDA weighted 40%; Americas EBITDA target of $169 million; EMEA EBITDA target
of $47 million;
President, Insights
: Insights Estimated EBITDA target of $41 million; payouts between 0% and 110%.
Management discretionary component 10% weighting
|
|
|
|
|
|
|
|
|
|
Time-Based Equity Incentive
|
|
Long-term incentive target aimed to support long-term strategy and alignment with shareholders by tying a significant portion of total pay to long-term financial and share price performance
|
|
Grants are made in the form of 75% options and 25% restricted stock units
|
|
4-year vesting, 25% on each of the first four anniversaries of the grant date
|
|
|
|
|
|
|
|
|
|
Performance-Based Equity Incentive
|
|
Short-term incentive target aimed to support achievement of near-term financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company financial and share price performance
|
|
Performance-based grants in the form of 75% options and 25%
restricted stock units
Targets are adjusted for foreign exchange fluctuations, acquisitions
and divestitures
|
|
Performance vesting is 50% for achievement of revenue target and 50% for achievement of EBITDA target; Revenue target of $734 million and EBITDA target of $256 million
|
|
|
|
|
|
|
|
|
|
Benefits
|
|
Provided as part of a competitive and cost-effective overall remuneration package
|
|
Medical insurance
Life insurance
401(k) plan (or other type of pension scheme) and matching contributions
|
|
The cost of providing such benefits may vary from year to year, reflecting the cost to the business
|
Base Salary
The Named Executive Officers receive a
base salary to compensate them for services rendered to our company. The base salary payable to each Named Executive Officer is
intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities.
Based on their review and analysis of base
salaries of CEOs and CFOs in Cision’s peer group, our compensation consultant determined that Mr. Akeroyd’s and Mr.
Pearlstein’s salaries were not market competitive. In consultation with the compensation consultant, the Compensation Committee
increased Mr. Akeroyd’s base salary from $450,000 to $625,000 and increased Mr. Pearlstein’s base salary from $350,000
to $400,000. Pursuant to their review of the compensation consultant’s peer analysis of executives that report directly to
the Chief Executive Officer, the individual executive’s skill set, experience, position and responsibilities, the Compensation
Committee increased Mr. Edelboim’s base salary from $315,000 to $365,000. Dr. Mathes and Mr. Smith did not receive base salary
increases during 2018.
Annual Cash Incentive Bonuses
Pursuant to the terms of their employment
agreements, our Named Executive Officers are eligible to receive cash bonuses based on their performance and the performance of
Cision and its subsidiaries. The board sets performance targets at the beginning of each fiscal year and communicates these targets
to our Named Executive Officers. Each Named Executive Officer’s performance bonus for the year ended December 31, 2018 was
determined based on the achievement of corporate revenue goals, corporate EBITDA goals, and corporate Attribution Bookings, or
the achievement of corporate revenue goals, corporate EBITDA goals, business/regional revenue goals, and business/regional EBITDA
goals, in each case as detailed above. We refer to metrics that are based Cision’s overall business as “corporate”
and metrics that are based on a specific geographic region or sub-service as “regional” or “sub-service,”
respectively. Our annual cash incentive bonuses are aimed to motivate and reward the achievement of specific annual objectives
linked to our strategy and financial goals and provide annual recognition of superior operational and financial performance.
Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee determined that Mr. Akeroyd’s cash incentive target should be equal to 100% of his base salary,
and Messrs. Pearlstein’s, Edelboim’s, Mathes’ and Smith’s cash incentive target should each be equal to
50% of such individual’s base salary.
Time-Based Equity Awards
The Named Executive Officers are granted
time-based equity awards that are intended to provide a long-term incentive target aimed to support our long-term strategy and
ensure alignment with shareholders by tying a significant portion of total pay to long-term Company financial goals and share price
performance. Time-based equity awards were granted in the form of 75% options and 25% restricted stock units. Time-based equity
awards vest over 4 years, in equal annual instalments of 25% on each of the first four anniversaries of the grant date.
Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee made the following grants of time-based equity awards:
|
NEO
|
|
Options
(1)
|
|
|
Restricted Stock Units
|
|
|
Akeroyd
|
|
|
108,750
|
|
|
|
36,250
|
|
|
Pearlstein
|
|
|
114,375
|
|
|
|
38,125
|
|
|
Edelboim
|
|
|
33,750
|
|
|
|
11,250
|
|
|
Smith
|
|
|
20,625
|
|
|
|
6,875
|
|
|
Mathes
|
|
|
39,375
|
|
|
|
13,125
|
|
(1) All options were granted with a strike
price of $15.07 per share.
Performance-Based Equity Awards
The Named Executive Officers are granted
performance-based equity awards that are intended to provide a short-term incentive target aimed at supporting achievement of near-term
financial goals and objectives and alignment with shareholders by tying a significant portion of total pay to near-term Company
financial and share price performance. Performance-based equity awards were granted in the form of 75% options and 25% restricted
stock units. Performance-based equity awards vest 50% for achievement of the revenue target and 50% for the achievement of the
EBITDA target. The 2018 targets established by the Compensation Committee were $734 million for Revenue and $256 million for EBITDA.
Pursuant to their review of the compensation
consultant’s peer analysis of our NEOs, the individual executive’s skill set, experience, position and responsibilities,
the Compensation Committee made the following grants of performance-based equity awards:
|
NEO
|
|
Options
(1)
|
|
|
Restricted Stock Units
|
|
|
Akeroyd
|
|
|
108,750
|
|
|
|
36,250
|
|
|
Pearlstein
|
|
|
114,375
|
|
|
|
38,125
|
|
|
Edelboim
|
|
|
33,750
|
|
|
|
11,250
|
|
|
Smith
|
|
|
20,625
|
|
|
|
6,875
|
|
|
Mathes
|
|
|
39,375
|
|
|
|
13,125
|
|
(1) All options were granted with a strike
price of $15.07 per share.
Benefits and Perquisites
We provide our NEOs with life and medical
insurance, and other benefits generally available to all employees. We maintain a tax-qualified defined contribution plan meeting
the requirements of Section 401(k) of the Internal Revenue Code, commonly called a 401(k) plan, for substantially all of our U.S.
employees through Fidelity. The 401(k) plan is available on the same terms to all of our U.S. employees, including the Named Executive
Officers. Each participant can elect to contribute from 0% to 100% of his or her base salary to the 401(k) plan, subject to Internal
Revenue Service and ERISA limitations. We also make matching 401(k) contributions up to a specified portion of each employee’s
salary. The deferred amount is invested in accordance with the election of the participant in a variety of investment choices.
Cision sponsors retirement schemes for all international employees that vary based upon their country of employment.
We believe that perquisites should be kept
to a minimum. Of our NEOs, only Dr. Mathes and Mr. Smith received perquisites exceeding $10,000.
Post-Termination Benefits
Our NEOs are generally entitled to severance
and certain post-termination benefits pursuant to their employment contracts with us.
Target Setting Process
The performance measures we currently use
in our cash incentive and equity incentive plans are all financial. Our performance management process, which we use throughout
Cision, assesses executive officers against both financial and non-financial objectives. The executive officers’ performance
against their individual objectives ultimately supports our financial performance, so we believe it is appropriate that financial
measures remain the key incentive plan measures. These seek to ensure that the executive officers deliver the underlying financial
performance of the business, whilst clearly aligning with the interests of shareholders. For all elements of our incentive programs,
we take a number of factors into account when setting targets, including both internal and external expectations. These include
analyst earnings estimates, competitors’ earnings estimates, wider economic expectations, the latest internal projections
for the current year, the budget, and the strategic plan. Prior to finalizing the targets, the Compensation Committee undertakes
a rigorous exercise at multiple meetings over the course of the year to review and consider the targets to ensure that they are
appropriate in the context of expected performance and are a sufficient stretch in our performance based on the factors taken into
account. Targets are structured as a sliding scale, with maximum awards only payable for the achievement of significant levels
of performance.
Report of the Compensation Committee
The Compensation Committee has reviewed
and discussed the Compensation Discussion and Analysis included in this Amendment with management and, based on that review and
discussion, recommended to the Board that it be included in this Amendment.
This report is submitted by the members
of the Compensation Committee that served on the Compensation Committee during the year ended December 31, 2018, and that participated
in the review, discussion and analysis with respect to the Compensation Discussion and Analysis included in this Amendment.
Mark M. Anderson
Philip A. Canfield
Mark D. Ein
Executive Compensation Tables
Summary Compensation Table
The following table presents summary information
regarding the total compensation for the years ended December 31, 2018, 2017 and 2016 for the Named Executive Officers.
Name and Principal
Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock
Awards ($)
(1)
|
|
|
Non equity
Incentive Plan
Compensation
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total ($)
|
|
|
Kevin Akeroyd,
|
|
2018
|
|
$
|
537,500
|
|
|
|
—
|
|
|
$
|
2,504,631
|
|
|
$
|
416,875
|
|
|
$
|
17,869
|
(2)
|
|
$
|
3,476,875
|
|
|
Chief Executive Officer
|
|
2017
|
|
$
|
475,000
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
311,838
|
|
|
$
|
9,628
|
|
|
$
|
796,460
|
|
|
|
|
2016
|
|
$
|
197,954
|
(3)
|
|
$
|
370,000
|
(4)
|
|
$
|
3,478,790
|
(5)
|
|
$
|
98,959
|
|
|
|
—
|
|
|
$
|
4,145,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Pearlstein,
Chief Financial Officer
|
|
2018
|
|
$
|
370,833
|
|
|
|
—
|
|
|
$
|
2,634,181
|
|
|
$
|
266,800
|
|
|
$
|
1,690
|
|
|
$
|
3,273,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Edelboim,
President, Americas
|
|
2018
|
|
$
|
365,000
|
|
|
|
—
|
|
|
$
|
777,299
|
|
|
|
—
|
|
|
$
|
10,449
|
(6)
|
|
$
|
1,415,248
|
|
|
|
|
2017
|
|
$
|
315,000
|
|
|
$
|
680,912
|
|
|
$
|
528,449
|
|
|
$
|
103,477
|
|
|
$
|
5,861
|
|
|
$
|
1,633,699
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Rainer Mathes,
President, Insights
|
|
2018
|
|
$
|
375,987
|
|
|
|
—
|
|
|
$
|
906,849
|
|
|
$
|
165,631
|
|
|
$
|
75,400
|
(7)
|
|
$
|
1,523,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abe Smith,
President, EMEA
|
|
2018
|
|
$
|
350,000
|
|
|
|
—
|
|
|
$
|
475,016
|
|
|
$
|
125,000
|
|
|
$
|
180,161
|
(8)
|
|
$
|
1,139,877
|
|
|
|
(1)
|
Represents the grant date fair value of such awards as determined in accordance with ASC Topic 718. For a discussion of the
assumptions underlying these amounts, see Note 7 to our audited financial statements for the year ended December 31, 2018 included
in the Original Filing.
|
|
|
(2)
|
Includes $9,188 in matching 401k contributions and $690 in group term life insurance contributions.
|
|
|
(3)
|
Represents salary from August 1, 2016, Mr. Akeroyd’s start date, to December 31, 2016.
|
|
|
(4)
|
Represents a one-time cash signing bonus paid to Mr. Akeroyd.
|
|
|
(5)
|
Consists of (i) 3,091,679 Class C Units with a grant date fair market value of $ 3,108,790 and (ii) 3,700 Class A Units with
a grant date fair market value of $370,000 included as part of Mr. Akeroyd’s signing bonus.
|
|
|
(6)
|
Includes $1,217 in matching 401k contributions and $300 in group term life insurance contributions.
|
|
|
(7)
|
Consists of $4,538 in matching 401k contributions, $9,850 paid for private healthcare coverage and $61,012 in payments for
employer-provided automobile.
|
|
|
(8)
|
Consists of $9,250 in matching 401k contributions, $450 in life insurance contributions, $12,543 paid for private healthcare
coverage, $13,390 for personal travel expenses, $14,188 in tax equalization payments and $130,340
1
for tuition and education expense reimbursement for Mr. Smith’s children (including additional tax equalization payments
of approximately $40,340).
|
Grants of Plan-Based Awards
Annual Cash Incentive Payments
The following table sets forth the potential
annual cash incentive payments to our Named Executive Officers for the year ended December 31, 2018. The actual amounts paid to
such officers are set forth above in the “Non equity Incentive Plan Compensation” column of the Summary Compensation
Table.
|
|
|
Estimated Possible Payouts
|
|
|
NEO
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Kevin Akeroyd
|
|
$
|
312,500
|
|
|
$
|
625,000
|
|
|
$
|
796,875
|
|
|
Jack Pearlstein
|
|
$
|
200,000
|
|
|
$
|
400,000
|
|
|
$
|
510,000
|
|
|
Abe Smith
|
|
|
—
|
|
|
$
|
250,000
|
|
|
$
|
275,000
|
|
|
Jason Edelboim
|
|
|
—
|
|
|
$
|
182,500
|
|
|
$
|
200,750
|
|
|
Rainer Mathes
|
|
$
|
93,051
|
(1)
|
|
$
|
186,102
|
|
|
$
|
204,712
|
|
(1) Our employee arrangements with Dr.
Mathes provided that he was entitled to a minimum bonus of 50% of his target for the fiscal year ended December 31, 2018.
Time-Based Equity Awards
The following time-based equity awards
were granted to our Named Executive Officers under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018.
|
NEO
|
|
Grant Date
|
|
All other stock
awards:
Number of
shares of stock
or units (#)
|
|
|
All other
option awards:
Number of
securities
underlying
options (#)
|
|
|
Exercise or
base price of
option
awards
($/Sh)
|
|
|
Grant date fair
value of stock
and option
awards ($)
(1)
|
|
|
Kevin Akeroyd
|
|
7/30/2018
|
|
|
|
|
|
|
108,750
|
|
|
$
|
15.07
|
|
|
$
|
706,028
|
|
|
|
|
7/30/2018
|
|
|
36,250
|
|
|
|
|
|
|
|
|
|
|
$
|
546,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Pearlstein
|
|
7/30/2018
|
|
|
|
|
|
|
114,375
|
|
|
$
|
15.07
|
|
|
$
|
742,547
|
|
|
|
|
7/30/2018
|
|
|
38,125
|
|
|
|
|
|
|
|
|
|
|
$
|
574,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abe Smith
|
|
7/30/2018
|
|
|
|
|
|
|
20,625
|
|
|
$
|
15.07
|
|
|
$
|
133,902
|
|
|
|
|
7/30/2018
|
|
|
6,875
|
|
|
|
|
|
|
|
|
|
|
$
|
103,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Edelboim
|
|
7/30/2018
|
|
|
|
|
|
|
33,750
|
|
|
$
|
15.07
|
|
|
$
|
219,112
|
|
|
|
|
7/30/2018
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
$
|
169,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainer Mathes
|
|
7/30/2018
|
|
|
|
|
|
|
39,375
|
|
|
$
|
15.07
|
|
|
$
|
255,631
|
|
|
|
|
7/30/2018
|
|
|
13,125
|
|
|
|
|
|
|
|
|
|
|
$
|
197,794
|
|
|
|
(1)
|
The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary
shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.
|
Performance-Based Equity Awards
The following performance-based equity
awards were granted to our NEOs under the 2017 Omnibus Incentive Plan during the fiscal year ended December 31, 2018. Because our
2018 EBITDA and Revenue failed to satisfy the applicable vesting criteria, all of the performance-vesting awards described below
were forfeited for no consideration.
|
NEO
|
|
Grant Date
|
|
All other stock
awards: Number
of shares of stock
or units (#)
|
|
|
All other option
awards: Number
of securities
underlying
options (#)
|
|
|
Exercise or base
price of option
awards ($/Sh)
|
|
|
Grant date fair
value of stock
and option
awards ($)
(1)
|
|
|
Kevin Akeroyd
|
|
7/30/2018
|
|
|
|
|
|
|
108,750
|
|
|
$
|
15.07
|
|
|
$
|
706,028
|
|
|
|
|
7/30/2018
|
|
|
36,250
|
|
|
|
|
|
|
|
|
|
|
$
|
546,288
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Pearlstein
|
|
7/30/2018
|
|
|
|
|
|
|
114,375
|
|
|
$
|
15.07
|
|
|
$
|
742,547
|
|
|
|
|
7/30/2018
|
|
|
38,125
|
|
|
|
|
|
|
|
|
|
|
$
|
574,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abe Smith
|
|
7/30/2018
|
|
|
|
|
|
|
20,625
|
|
|
$
|
15.07
|
|
|
$
|
133,902
|
|
|
|
|
7/30/2018
|
|
|
6,875
|
|
|
|
|
|
|
|
|
|
|
$
|
103,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Edelboim
|
|
7/30/2018
|
|
|
|
|
|
|
33,750
|
|
|
$
|
15.07
|
|
|
$
|
219,112
|
|
|
|
|
7/30/2018
|
|
|
11,250
|
|
|
|
|
|
|
|
|
|
|
$
|
169,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainer Mathes
|
|
7/30/2018
|
|
|
|
|
|
|
39,375
|
|
|
$
|
15.07
|
|
|
$
|
255,631
|
|
|
|
|
7/30/2018
|
|
|
13,125
|
|
|
|
|
|
|
|
|
|
|
$
|
197,794
|
|
|
|
(1)
|
The fair value of RSUs granted on July 30, 2018 was $15.07, the closing market price of our ordinary
shares on such date. The fair value of options granted on July 30, 2018 was $6.49 per option.
|
Outstanding Equity Awards At Fiscal Year End – Interests
in Cision Owner
The following table summarizes, for each
of the NEOs, the number of Class C Units of Cision Owner held as of December 31, 2018.
|
NEO
|
|
# Shares or Units of Stock that have
not vested (#)
(1)
|
|
|
Market Value # Share or Units of
Stock that have not vested ($)
(2)
|
|
|
Kevin Akeroyd
|
|
|
1,159,380
|
(3)
|
|
$
|
2,510,648
|
|
|
Jack Pearlstein
|
|
|
—
|
|
|
|
—
|
|
|
Abe Smith
|
|
|
—
|
|
|
|
—
|
|
|
Jason Edelboim
|
|
|
112,500
|
(4)
|
|
$
|
90,935
|
|
|
Rainer Mathes
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
Represents unvested Class C Units of Cision Owner.
|
|
|
(2)
|
There is no established public trading market for the Class C Units of Cision Owner. The estimated
value of the Class C Units at December 31, 2018 was $2.17 per unit for the Class C Units held by Mr. Akeroyd (which have a participation
threshold of $3.09 per unit) and $0.81 per unit for Class C Units held by Mr. Edelboim (which have a participation threshold of
$4.25 per unit). These amounts are based on a valuation analysis of the Fair Market Value of such units excluding any minority
share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.
|
|
|
(3)
|
Mr. Akeroyd’s Class C Units vest over a four-year period at quarterly intervals beginning
on September 30, 2016.
|
|
|
(4)
|
Mr. Edelboim’s Class C Units vest over a four-year period at quarterly intervals beginning
on June 30, 2017.
|
Outstanding Equity Awards At Fiscal
Year End – Cision Ltd. Equity Awards
The following table summarizes, for each
of the Named Executive Officers, the number of Cision Ltd. equity awards held as of December 31, 2018. The amounts shown below
exclude performance-based options and restricted stock units which were forfeited on December 31, 2018 due to the failure of such
awards to satisfy the applicable performance vesting criteria.
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of Stock
That Have Not
Vested
|
|
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
|
|
|
Kevin Akeroyd
|
|
|
—
|
|
|
|
108,750
|
(1)
|
|
$
|
15.07
|
|
|
7/29/2028
|
|
|
36,250
|
(2)
|
|
$
|
424,125
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Pearlstein
|
|
|
—
|
|
|
|
114,375
|
(1)
|
|
$
|
15.07
|
|
|
7/29/2028
|
|
|
38,125
|
(2)
|
|
$
|
446,063
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abe Smith
|
|
|
—
|
|
|
|
20,625
|
(1)
|
|
$
|
15.07
|
|
|
7/29/2028
|
|
|
6,875
|
(2)
|
|
$
|
80,438
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Edelboim
|
|
|
20,625
|
|
|
|
61,875
|
(3)
|
|
$
|
12.78
|
|
|
9/22/2027
|
|
|
11,250
|
(2)
|
|
$
|
131,625
|
(4)
|
|
|
|
|
|
|
|
|
33,750
|
(1)
|
|
$
|
15.07
|
|
|
7/29/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainer Mathes
|
|
|
—
|
|
|
|
39,375
|
(1)
|
|
$
|
15.07
|
|
|
7/29/2028
|
|
|
13,125
|
(2)
|
|
$
|
153,563
|
(4)
|
|
|
(1)
|
Options become exercisable in four equal annual installments beginning July 30, 2019.
|
|
|
(2)
|
Restricted stock units vest in four equal annual installments beginning July 30, 2019.
|
|
|
(3)
|
Remaining unexercisable options become exercisable in three equal annual installments beginning August 31, 2019.
|
|
|
(4)
|
Market value calculated using $11.70 per share, the closing share price of Cision, Ltd. common shares as of December 31, 2018.
|
Option Exercises and Stock Vested – Interests in
Cision Owner
|
Name
|
|
Number of Shares
Acquired on Vesting
(1)
|
|
|
Value Realized on Vesting
(2)
|
|
|
Kevin Akeroyd
|
|
|
772,970
|
|
|
$
|
1,677,345
|
|
|
Jack Pearlstein
|
|
|
130,769
|
|
|
$
|
283,769
|
|
|
Abe Smith
|
|
|
—
|
|
|
|
—
|
|
|
Jason Edelboim
|
|
|
56,250
|
|
|
$
|
122,063
|
|
|
Rainer Mathes
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
Represents Class C Units of Cision Owner.
|
|
|
(2)
|
There is no established public trading market for the Class C Units of Cision Owner. The value of the Class C Units at December
31, 2018 was $2.17 per Class C Unit based on a valuation analysis of the Fair Market Value of such units excluding any minority
share discount. These values may not reflect the value actually realized by the Named Executive Officers upon vesting.
|
Option Exercises and Stock Vested
– Cision Ltd. Equity Awards
None of our NEOs exercised options or held
restricted stock units which vested during the year ended December 31, 2018.
Employment Agreements
Each of our Continuing Named Executive
Officers is a party to an employment agreement with us or one of our subsidiaries. Mr. Akeroyd’s employment agreement is
between himself and Cision US Inc. (“Cision US”). Mr. Pearlstein’s employment agreement is between himself and
Cision US. Dr. Mathes has entered agreements with both Cision US and Cision Germany GmbH (“Cision Germany”), as described
below. The following summary sets forth the material terms of our Continuing Named Executive Officer’s existing employment
agreements, as well as the contractual arrangements which govern our relationships with Messrs. Edelboim and Smith following their
respective departures from Cision in 2019.
Kevin Akeroyd
The employment agreement with Kevin Akeroyd
provides that Mr. Akeroyd will serve as the Chief Executive Officer of Cision US. The term of Mr. Akeroyd’s employment commenced
on August 1, 2016 and will continue until (i) Mr. Akeroyd’s resignation, death or disability or (ii) Cision terminates his
employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business Combination, Cision US
entered into an amended employment agreement with Mr. Akeroyd in order to remove Cision Owner as a party to Mr. Akeroyd’s
employment agreement. The terms of Mr. Akeroyd’s employment were not substantially modified by such amendment. Mr. Akeroyd’s
base salary was raised to $625,000 in August 2018 and is subject to annual increase as approved by Cision’s board of directors.
Subject to continued employment, Mr. Akeroyd
will be eligible to receive an annual bonus in an amount up to 100% of his base salary, as determined by Cision’s board of
directors based upon Mr. Akeroyd’s performance and the performance of Cision, Cision US and the other subsidiaries of Cision
relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Akeroyd.
In addition, Mr. Akeroyd is entitled to such other benefits as are approved by Cision’s board of directors and made generally
available to all senior management of Cision and Cision US.
If Mr. Akeroyd’s employment is terminated
for any reason, Mr. Akeroyd is entitled to receive:
|
|
·
|
any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
|
|
|
·
|
reimbursement for expenses accrued during employment, subject to and in accordance with, Cision
US’s expense reimbursement policy;
|
|
|
·
|
any earned but unpaid annual bonus relating to any prior period; and
|
|
|
·
|
any vested benefits (including vacation) accrued through the date of such termination in accordance
with applicable law or the governing agreement, plan or policy rules (together, the “Akeroyd Accrued Obligations”).
|
If Mr. Akeroyd’s employment is terminated
by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Akeroyd Accrued
Obligations, during the 12-month period commencing on the date of termination (the “Akeroyd Severance Period”), (x)
Cision US shall pay to Mr. Akeroyd an aggregate amount equal to 100% of his annual base salary, and (y) Cision US shall pay the
premiums for Mr. Akeroyd’s continued coverage under Cision US’s health benefit plan during the Akeroyd Severance Period
(subject to certain limitations).
In the event of Mr. Akeroyd’s resignation,
if at the time of such resignation Cision US had the right to terminate Mr. Akeroyd’s employment with Cause, then Cision
US may elect to treat such resignation as a termination of Mr. Akeroyd’s employment by Cision US with Cause.
Mr. Akeroyd’s employment agreement
also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment,
third-party information and use of information of prior employers, as well as non-solicitation of Cision employees for a period
of 12 months following termination of employment.
For purposes of Mr. Akeroyd’s employment
agreement:
“Cause” means (i) (a) the conviction
or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act
or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries
or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers,
vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Akeroyd as reasonably and
expressly directed by Cision’s board of directors, provided that Mr. Akeroyd shall have the opportunity to address Cision’s
board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct
with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees,
(iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial
public disgrace or disrepute, (v) any breach by Mr. Akeroyd of the confidentiality or non-solicitation provisions of his agreement
and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’ policies or standards
regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by
Cision’s board of directors from time to time.
“Good Reason” means (i) a material
reduction in Mr. Akeroyd’s then effective annual base salary, (ii) a material diminution in Mr. Akeroyd’s title, (iii)
the assignment of duties to Mr. Akeroyd materially inconsistent with his position or (iv) the relocation by Cision US of Mr. Akeroyd’s
principal office to a location which is more than 50 miles outside of the San Jose metropolitan area, in each case, without the
prior written consent of Mr. Akeroyd.
Jack Pearlstein
The employment agreement with Jack Pearlstein
provides that Mr. Pearlstein will serve as the Chief Financial Officer of Cision US. The term of Mr. Pearlstein’s
employment commenced on May 30, 2014 and will continue until (i) Mr. Pearlstein’s resignation, death or disability or
(ii) Cision US terminates his employment with or without Cause. On June 29, 2017, in connection with the consummation of the Business
Combination, Cision US entered into an amended employment agreement with Mr. Pearlstein in order to remove Cision Owner as
a party to Mr. Pearlstein’s employment agreement. The terms of Mr. Pearlstein’s employment were not substantially
modified by such amendment. Mr. Pearlstein’s base salary is currently fixed at $400,000 per year and is subject to annual
increase as approved by Cision US’s board of directors.
Subject to continued employment, Mr. Pearlstein
will be eligible to receive an annual bonus in an amount up to 50% of his base salary, as determined by Cision US’s board
of directors based upon Mr. Pearlstein’s performance and the performance of Cision, Cision US and the other subsidiaries
of Cision relative to financial, operating and other objectives mutually agreed upon by Cision’s board of directors and Mr. Pearlstein.
In addition, Mr. Pearlstein is entitled to such other benefits as are approved by Cision’s board of directors and made
generally available to all senior management of Cision and Cision US.
If Mr. Pearlstein’s employment
is terminated for any reason, Mr. Pearlstein is entitled to receive:
|
|
·
|
any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
|
|
|
·
|
reimbursement for expenses accrued during employment, subject to and in accordance with, Cision
US’s expense reimbursement policy;
|
|
|
·
|
any earned but unpaid annual bonus relating to any prior period; and
|
|
|
·
|
any vested benefits (including vacation) accrued through the date of such termination in accordance
with applicable law or the governing agreement, plan or policy rules (together, the “Pearlstein Accrued Obligations”).
|
If Mr. Pearlstein’s employment
is terminated by resignation with Good Reason or by Cision’s board of directors without Cause, then, in addition to the Pearlstein
Accrued Obligations, during the 18-month period commencing on the date of termination (the “Pearlstein Severance Period”),
(x) Cision US shall pay to Mr. Pearlstein an aggregate amount equal to 150% of his annual base salary, and (y) Cision US shall
pay the premiums for Mr. Pearlstein’s continued coverage under Cision US’s health benefit plan during the Pearlstein
Severance Period (subject to certain limitations).
Mr. Pearlstein’s employment
agreement also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during
employment, third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective
subsidiaries’ business and non-solicitation of Cision’s and its respective subsidiaries’ employees for a period
of 18 months following termination of employment.
For purposes of Mr. Pearlstein’s
employment agreement:
“Cause” means (i) (a) the conviction
or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act
or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect Cision or any of its subsidiaries
or (y) fraud, in either case, with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers,
vendors or employees, (ii) substantial and repeated failure to perform duties of the office held by Mr. Pearlstein as reasonably
and expressly directed by Cision’s board of directors, provided that Mr. Pearlstein shall have the opportunity to address
Cision’s board of directors before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or
willful misconduct with respect to the Cision, Cision US or any of their respective subsidiaries or any of their customers, vendors
or employees, (iv) conduct which could reasonably be expected to bring Cision, Cision US or any of their respective subsidiaries
into substantial public disgrace or disrepute, (v) any breach by Mr. Pearlstein of the confidentiality or non-solicitation
provisions of his agreement and/or (vi) a failure to observe Cision’s, Cision US’s or any of their respective subsidiaries’
policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies)
as approved by Cision’s board of directors from time to time.
“Good Reason” means (i) a material
reduction in Mr. Pearlstein’s then effective annual base salary, (ii) a material diminution in Mr. Pearlstein’s
title, (iii) the assignment of duties to Mr. Pearlstein materially inconsistent with his position or (iv) the relocation of
Mr. Akeroyd’s principal office to a location which is more than 50 miles outside of the Washington, D.C. metropolitan
area, in each case, without the prior written consent of Mr. Pearlstein.
Rainer Mathes
We have entered into employment arrangements
with Dr. Mathes in both the United States and Germany. Both agreements provide for a salary of €157,500 per year, resulting
in total annual base compensation of approximately €315,000. Dr. Mathes has two separate employment agreements because he
spends roughly equal amounts of time working in the United States and Germany throughout the year.
The U.S. employment agreement with Rainer
Mathes provides that Dr. Mathes will serve as the President of Cision Global Insights for Cision US. The term of Dr. Mathes’
employment commenced on January 28, 2018 and will continue until (i) Dr. Mathes’ resignation, death or disability or (ii)
Cision US terminates his employment with or without Cause. Dr. Mathes’ base salary is set at approximately €157,500
per year and is subject to annual increase as approved by Cision US’s board of directors.
Subject to continued employment, Dr. Mathes
will be eligible to receive an annual bonus in an amount up to €157,500, but at least 50% of the then current annual salary
of Dr. Mathes, as determined by Cision US’s board of directors based upon Dr. Mathes’ performance and the performance
of Cision US and its subsidiaries relative to financial, operating and other objectives set by Cision US. In addition, Dr. Mathes
is entitled to such other benefits as are made generally available by Cision US to its employees as well as such other benefits
as are approved by Cision US and made generally available to other employees of Cision US who are in similar roles to Dr. Mathes.
If Dr. Mathes’ employment is terminated
for any reason, Dr. Mathes is entitled to receive:
|
|
·
|
any earned but unpaid portion of his base salary through the date of such termination, subject
to withholding and other appropriate deductions;
|
|
|
·
|
reimbursement for reasonable and documented expenses accrued during employment, subject to and
in accordance with, Cision US’s expense reimbursement policy;
|
|
|
·
|
any earned but unpaid annual bonus relating to any prior fiscal year; and
|
|
|
·
|
any vested benefits (including vacation, but excluding severance-type benefits) accrued through
the date of such termination in accordance with applicable law or the governing agreement, plan or policy rules (together, the
“Mathes Accrued Obligations”).
|
If Dr. Mathes’ employment is terminated
by Cision without Cause, then, in addition to the Mathes Accrued Obligations, during the 6-month period commencing on the date
of termination (the “Mathes Severance Period”), (x) Cision US shall pay to Dr. Mathes an aggregate amount equal to
50% of his annual base salary (the “Mathes Severance Payments”), and (y) Cision US shall have the option to extend
the Mathes Severance Period for up to one additional 6-month period during which period Cision US shall continue to pay the Mathes
Severance Payments to Dr. Mathes at the same annual rate (pro rated as applicable).
Dr. Mathes’ employment agreement
also contains provisions relating to obligations to maintain confidentiality, ownership of property developed during employment,
third-party information, use of information of prior employers, non-competition with Cision Ltd.’s and its respective subsidiaries’
business and non-solicitation of Cision Ltd.’s and its respective subsidiaries’ employees for a period of approximately
12 months following termination of employment.
For purposes of Dr. Mathes’
employment agreement:
“Cause” means (i) (a) the commission
of a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving dishonesty or fraud
with respect to Parent, Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (ii)
substantial and repeated failure to perform duties of the office held by Dr. Mathes as reasonably directed by an executive to whom
Dr. Mathes directly or indirectly reports or by Cision US (iii) gross negligence or willful misconduct with respect to Cision,
Cision US or any of their respective subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably
be expected to bring Cision, Cision US or any of their respective subsidiaries into substantial public disgrace or disrepute, (v)
any breach by Dr. Mathes of the confidentiality or non-solicitation provisions of his agreement and/or (vi) a failure to observe
policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies)
as approved by Cision US from time to time.
Dr. Mathes is also party to a managing
director service contract with Cision Germany. The service contract provides that Dr. Mathes will serve as a managing director
of Cision Germany and is entitled to an annual salary of €157,500 (which amount is in addition to amounts payable under his
U.S. employment agreement). The service contract contains customary non-competition and non-solicitation provisions which remain
in effect during the term of the service contract and for 12 months following termination. Dr. Mathes’ service contract is
terminable upon six month’s notice, during which period Dr. Mathes may be released from his work obligations. Additionally
the service contract may be terminated at any time for “important reasons”, which include the failure of Dr. Mathes
to comply with certain provisions of the service contract, or the violation of the non-competition and non-solicitation provisions
contained therein.
Jason Edelboim
Jason Edelboim resigned from his position
with Cision on January 16, 2019. The terms of Mr. Edelboim’s separation are governed by his existing employment agreement,
which is between himself and PR Newswire Association, LLC. The employment agreement provides that Mr. Edelboim will remain subject
to the customary non-competition and non-solicitation provisions contained therein for a period of nine months following his departure.
Abe Smith
On January 15, 2019, Mr. Smith departed
Cision and entered into a separation agreement with Cision US. The separation agreement provides that Mr. Smith will receive six
month’s salary continuation, in addition to a one-time lump sum repatration payment of $105,000 (Mr. Smith relocated from
the United States to the United Kingdom in 2017 in connection with his appointment as President - EMEA). The separation agreement
also provides that Mr. Smith will remain subject to the customary non-competition and non-solicitation provisions contained in
his original employment agreement with Cision U.S. for a period of six months following his departure.
Potential Payments Upon Termination
or Change in Control
Potential Payments to Continuing
Named Executive Officers
Our Continuing Named Executive Officers
are eligible to receive certain severance payments and benefits under their employment and equity grant agreements in connection
with a termination of employment under various circumstances and/or a change in control.
The table below provides an estimate of
the value of such payments and benefits assuming that a qualifying termination of employment and, as applicable, a change in control,
occurred on December 31, 2018, and assuming a share price of $11.70 per share, the closing price of the ordinary shares on such
date. The actual amounts that would be paid or distributed to the Named Executive Officers as a result of one of the termination
events occurring in the future will depend on factors such as the date of termination, the manner of termination and the terms
of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.
|
Name
|
|
Benefit
|
|
Termination
Without Cause
|
|
|
Termination due to
Death or Disability
|
|
|
Termination without
Cause or for Good
Reason Following
Change in Control
|
|
|
Kevin Akeroyd
|
|
Base Salary Continuation
|
|
$
|
625,000
|
|
|
|
—
|
|
|
$
|
625,000
|
|
|
|
|
Benefit Continuation
|
|
$
|
11,101
|
|
|
|
—
|
|
|
$
|
11,101
|
|
|
|
|
Acceleration of Equity Awards
|
|
|
—
|
|
|
|
—
|
|
|
$
|
2,510,648
|
(1)
|
|
|
|
Total
|
|
$
|
636,101
|
|
|
|
—
|
|
|
$
|
3,146,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jack Pearlstein
|
|
Base Salary Continuation
|
|
$
|
600,000
|
|
|
|
—
|
|
|
$
|
600,000
|
|
|
|
|
Benefit Continuation
|
|
$
|
15,759
|
|
|
|
—
|
|
|
$
|
15,759
|
|
|
|
|
Total
|
|
$
|
615,759
|
|
|
|
—
|
|
|
$
|
615,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rainer Mathes
|
|
Base Salary Continuation
|
|
$
|
186,102
|
|
|
|
—
|
|
|
$
|
186,102
|
|
|
|
(1)
|
Represents acceleration of 1,159,380 Class C Units of Cision Owner, assuming a fair market value
of $2.17 as of December 31, 2018.
|
Payments in Connection with Officer
Departures
Two of our Named Executive Officers, Jason
Edelboim and Abe Smith, departed Cision after the end of our latest fiscal year. Mr. Edelboim departed Cision on January 16, 2019
and will not be provided any continuing benefits due to his resignation from Cision consistent with the terms of his employment
agreement. We entered into a separation agreement with Mr. Smith upon his departure on January 15, 2019, pursuant to which we agreed
to pay Mr. Smith approximately $284,344, consisting of $175,000 in salary continuation, $105,000 in repatriation bonus and $4,344
in benefits continuation.
Director Compensation
The following table presents summary information
regarding the total compensation awarded to, earned by, and paid to directors for the year ended December 31, 2018.
|
Name
|
|
Fees Earned
or Paid in Cash ($)
|
|
|
Stock Awards ($)
|
|
|
Total ($)
|
|
|
Mark M. Anderson
|
|
$
|
42,500
|
|
|
$
|
139,989
|
(1)(2)
|
|
$
|
182,489
|
|
|
Philip A. Canfield
|
|
|
35,000
|
|
|
|
139,989
|
(1)(2)
|
|
|
174,989
|
|
|
L. Dyson Dryden
|
|
|
22,500
|
|
|
|
139,989
|
(1)
|
|
|
162,489
|
|
|
Mark D. Ein
|
|
|
30,000
|
|
|
|
139,989
|
(1)
|
|
|
169,989
|
|
|
Stephen P. Master
|
|
|
27,500
|
|
|
|
139,989
|
(1)(2)
|
|
|
167,489
|
|
|
Stuart Yarbrough
|
|
|
70,000
|
|
|
|
139,989
|
(1)
|
|
|
209,989
|
|
|
Susan Vobejda
|
|
|
7,500
|
|
|
|
92,057
|
(3)
|
|
|
99,557
|
|
|
|
(1)
|
Consists of 8,120 RSUs which vest on August 23, 2019.
|
|
|
(2)
|
Pursuant to the policies of GTCR, stock awards held by
directors affiliated with GTCR are held for the benefit of GTCR-affiliated entities and each director disclaims any pecuniary
interest in such securities.
|
|
|
(3)
|
Consists of 6,340 RSUs which vest on October 30, 2019.
|
Director Compensation Structure
We compensate our directors who are not
employees of Cision according to the following structure:
|
Description
|
|
Amount
|
|
|
|
|
|
Quarterly retainer
|
|
$10,000
|
|
|
|
|
|
Additional retainer for committee members
|
|
$2,500 per committee per quarter
|
|
|
|
|
|
Restricted Stock Unit Grants
|
|
Issue Cision restricted stock units on an annual basis with then-current fair market value equal to 2x annual cash compensation
|
|
|
|
|
|
Additional retainer for chair of committee
|
|
$5,000 for the chairs of any standing committee per quarter
|
The RSUs vest 100% on the first anniversary
of issuance, so long as the recipient remains on the board of directors as of each vesting date. Any unvested RSUs would vest immediately
upon a change in control of Cision. Any unvested RSUs will be automatically forfeited upon such person’s resignation or removal
from the board of directors with or without cause.