During fiscal 2021, the Board approved awards of RSUs and PSUs to our named executive officers as set forth in the following table. Unless otherwise noted, these equity awards were granted on June 29, 2020. These awards were determined based on the Board’s and Compensation Committee’s consideration of the above-described factors, in consultation with Compensia.
|
Named Executive Officer
|
|
|
Restricted
Stock Unit Awards
(number of
shares granted)(1)
|
|
|
Performance
Stock Unit Awards — Relative
TSR Performance
(number of
shares granted at target)(2)
|
|
|
Aggregate Grant Date
Fair Value of
Equity Awards(3)
|
|
|
David Sipes(4)
|
|
|
|
|
469,728
|
|
|
|
|
|
469,728
|
|
|
|
|
$
|
26,915,414
|
|
|
|
Vikram Verma
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
$
|
0
|
|
|
|
Samuel Wilson(5)
|
|
|
|
|
71,339
|
|
|
|
|
|
91,029
|
|
|
|
|
$
|
2,492,545
|
|
|
|
Steven Gatoff
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
$
|
0
|
|
|
|
Bryan Martin
|
|
|
|
|
13,455
|
|
|
|
|
|
24,418
|
|
|
|
|
$
|
581,729
|
|
|
|
Dejan Deklich
|
|
|
|
|
59,900
|
|
|
|
|
|
76,312
|
|
|
|
|
$
|
2,092,216
|
|
|
|
Matthew Zinn
|
|
|
|
|
26,644
|
|
|
|
|
|
39,800
|
|
|
|
|
$
|
1,020,580
|
|
|
|
Steve Seger(4)
|
|
|
|
|
100,122
|
|
|
|
|
|
84,719
|
|
|
|
|
$
|
2,859,490
|
|
|
(1)
As noted above, in fiscal 2021, executives were eligible to elect to receive a set percentage of their base salary in fully vested RSUs, which were granted on July 15, 2020, October 15, 2020, January 15, 2021 and April 15, 2021. The number of RSUs was calculated based on the 30-day trailing average close price. The following executives received the following RSUs in lieu of salary based on their elections (including shares issued on April 15, 2021, after the close of the fiscal year): Mr. Verma — 5,549 shares valued at $112,203, Mr. Wilson — 1,397 shares valued at $31,294; Mr. Martin — 806 shares valued at $18,042, Mr. Deklich — 1,362 shares valued at $30,517; and Mr. Zinn — 968 shares valued at $21,691.
(2)
PSU grant numbers include supplemental PSUs granted in lieu of participation in the 2021 Employee Bonus Plan. The following NEOs received supplemental PSU grants under this arrangement: Mr. Wilson — 19,690 PSUs, Mr. Martin — 10,963 PSUs, Mr. Deklich — 16,412 PSUs, Mr. Zinn — 13,156 PSUs.
(3)
The target aggregate grant date value of equity awards includes the value of relative TSR PSUs based on the closing price of our common stock on the date of grant. This value differs from the value reported in our Summary Compensation Table, which reflects the accounting grant date fair value of the award using the methodology required under FASB ASC 718 accounting standards.
(4)
Equity awards for Mr. Sipes and Mr. Seger reflect new hire awards to induce them to join the Company. Mr. Seger’s awards were granted on September 15, 2020, and Mr. Sipes’ awards were granted on December 10, 2020. As part of his hiring package, Mr. Seger also received an award of RSUs that vested after 6 months, and was valued at $250,000. The value of these special RSU awards is captured in the table above.
(5)
Mr. Wilson received the RSU portion of his award on June 8, 2020 in connection with his promotion to CFO.
Other than special awards, which vest as noted in the table above, the RSUs vest over a three year period, with one-third (1/3) vesting on the first anniversary and the remainder vesting in eight quarterly installments, subject to the recipient’s continuous service with us.
Fiscal 2021 — Executive Performance (Total Shareholder Return)
In fiscal 2021, each of our ongoing NEOs received a performance stock unit grant as part of the Executive Performance Plan (the “2021 EPP”). The Compensation Committee believes that it is important to focus on shareholder value creation and align executive rewards to TSR. While performance under this plan has historically been measured against the Russell 2000 index, the 2021 EPP ties the payout of the PSUs to the Company’s TSR relative to the S&P Software & Services Index. We believe that measurement against the S&P Software and Services Index is a better point of comparison when measuring our success against our competitors, and better reflects the companies with which we compete for investor dollars. Any shares granted under the 2021 EPP are subject to be earned over a one-year, two-year and three-year period.
The PSU awards were granted subject to the following terms and conditions:
■
One third of the shares covered by the PSU awards are eligible to be earned on June 15, 2021, one third are eligible to be earned on June 15, 2022, and the remaining third are eligible to be earned on June 15, 2023, in each case subject to our TSR relative to the S&P Software and Services Index during the period from the grant date through the respective performance dates. Shares earned are directly tied to TSR performance over the performance period.
■
A 2x multiplier will be applied to the TSR for each percentage point of positive or negative relative TSR, such that the number of shares earned will increase or decrease by 2% of the target number of shares, subject to a maximum payout equal to 200% of the target number of shares granted. In the event our TSR is below negative 30% relative to the S&P Software and Services Index, no shares will be earned for the applicable performance period.
■
PSUs earnings, if any, are subject to continued employment through each performance period; otherwise shares are forfeited.
As Mr. Sipes was hired six months after annual PSU grants were made, his PSU award contains adjusted terms, intended to better align the performance requirements and payout opportunities with the period that he is employed by the Company. For Mr. Sipes, 50% of his award is eligible to be earned on June 15, 2022 based on TSR performance against the S&P Software and Services Index over the two-year period from June 15, 2020 to June 15, 2022. The remaining 50% of his award is eligible to be earned on June 15, 2023, based on TSR performance