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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

(Amendment No. 1)

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to              

 

Commission file number 001-37840

 

COMMERCEHUB, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

7323

 

81-1001640

(State or other jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

incorporation or organization)

 

Classification code number)

 

Identification No.)

 

201 Fuller Road, 6th Floor, Albany, New York 12203

(address of principal executive office, including zip code)

 

Registrant’s telephone number, including area code: (518) 810-0700

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Name of each exchange on which registered:

Series A common stock, par value $0.01 per share

 

The NASDAQ Stock Market LLC

Series C common stock, par value $0.01 per share

 

The NASDAQ Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x  No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

 

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant (based upon the closing sale per-share price of $17.42 for our Series A common stock and $17.44 for our Series C common stock, in each case on the Nasdaq Global Market, and $17.40 for our Series B common stock on the OTC Markets) was approximately $711.4 million.

 

The number of outstanding shares of CommerceHub, Inc. common stock as of February 21, 2018 was:

 

 

 

Series A

 

Series B

 

Series C

 

 

 

 

 

 

 

 

 

CommerceHub, Inc. common stock

 

13,599,641

 

707,567

 

29,199,753

 

 

 

 



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EXPLANATORY NOTE

 

The Registrant is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”) to include all of the Part III information required by applicable Securities and Exchange Commission (“SEC”) rules and regulations. Accordingly, the Registrant hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in the 2017 Form 10-K.

 

As required by Rule 12b-15, the Registrant’s principal executive officer and principal financial officer are providing Rule 13a-14(a)/15(d)-14(a) certifications. As required by Item 601(b)(10)(iii) of Regulation S-K, the Registrant is providing compensatory plans, contracts and arrangements in which any of the named executive officers of the Registrant participate and that were not previously filed as Exhibits to the 2017 Form 10-K. Accordingly, the Registrant hereby amends Item 15 in the 2017 Form 10-K to add such documents as Exhibits.

 

Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the 2017 Form 10-K, including any of the financial information disclosed in Parts II and IV of the 2017 Form 10-K, and does not purport to reflect any information or events subsequent to the filing thereof.

 

We refer to CommerceHub, Inc. as “CommerceHub,” the “Company,” “us,” “we” and “our” in this report.

 

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Table of Contents

 

Part III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

3

Item 11.

Executive Compensation.

7

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

42

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

48

Item 14.

Principal Accounting Fees and Services.

49

 

 

 

Part IV

 

 

 

Item 15.

Exhibits, Financial Statement Schedules.

51

 

 

 

Signatures

 

52

 

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PART III

 

Item 10.                          Directors, Executive Officers and Corporate Governance.

 

Directors

 

Our board of directors currently consists of nine members, divided among three classes as follows:

 

Name

 

Age

 

Class

 

Term Expiration

Mark Cattini

 

56

 

I

 

2020 Annual Meeting

David Goldhill

 

57

 

I

 

2020 Annual Meeting

Chad Hollingsworth

 

41

 

I

 

2020 Annual Meeting

Richard N. Baer

 

61

 

II

 

2018 Annual Meeting

Michael P. Huseby

 

63

 

II

 

2018 Annual Meeting

Brian Wendling

 

45

 

II

 

2018 Annual Meeting

Betsy L. Morgan

 

49

 

III

 

2019 Annual Meeting

Francis Poore

 

51

 

III

 

2019 Annual Meeting

Luis Ubiñas

 

55

 

III

 

2019 Annual Meeting

 

Set out below is certain background information for each of our directors, including the qualifications, skills and other background information that enable him or her to effectively and productively serve as a member of our board.

 

Class I Directors

 

Mark Cattini has served as a director of our Company and a member of our compensation committee since July 2016. Mr. Cattini has served as Chief Executive Officer of ClickSoftware Technologies Ltd. since February 2018. Previously, Mr. Cattini served as President and Chief Executive Officer of Autotask Corporation, a provider of IT management solutions, from November 2010 to December 2017. Prior to that, from 2000 to 2007, Mr. Cattini served as President and Chief Executive Officer of MapInfo Corporation (formerly Nasdaq: MAPS). Mr. Cattini brings to our board of directors years of experience in senior management and leadership of software companies.

 

David Goldhill has served as a director of our Company and a member of our audit committee since July 2016. Mr. Goldhill served as President and Chief Executive Officer of Game Show Network, LLC (“GSN”), a U.S. cable television network owned by Sony Pictures Entertainment and AT&T Entertainment Group, from August 2007 to August 2017. Mr. Goldhill offers our board of directors operational and financial experience stemming from his leadership positions over the years at GSN and other private companies.

 

Chad Hollingsworth has served as a director of our Company since July 2016 and as a member of our executive committee since July 2016. Mr. Hollingsworth has served as Senior Vice President of Qurate Retail, Inc. (“Qurate”), which was formerly known as Liberty Interactive Corporation (“Liberty Interactive”), and Liberty Media Corporation (“Liberty Media”) since January 2016 and as Senior Vice President of GCI Liberty, Inc. (“GCI Liberty”) since March 2018. Previously, he served as a Vice President of Liberty Interactive and Liberty Media (including its predecessor) from December 2011 to December 2015. He has served as a Senior Vice President of each of Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) and Liberty Broadband Corporation (“Liberty Broadband”) since January 2016, having previously served as a Vice President at each company from August 2014 to December 2015 and from November 2014 to December 2015, respectively. Mr. Hollingsworth has also served as a Senior Vice President of Liberty Expedia Holdings, Inc. (“Liberty Expedia”) since January 2017. He also has held various other positions with certain of these companies and their predecessors since January 2007. In addition, Mr. Hollingsworth has served as a director of ILG, Inc. (formerly known as Interval Leisure Group, Inc.) since February 2015. Mr. Hollingsworth provides our board of directors with a strong perspective on corporate development opportunities, strategy and investment evaluation.

 

Class II Directors

 

Richard N. Baer has served as a director of our Company since March 2016 and as chairman of our board

 

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of directors and a member of our executive committee since July 2016. Mr. Baer has served as Chief Legal Officer of Qurate, Liberty Media, Liberty TripAdvisor and Liberty Broadband since January 2016, of Liberty Expedia since March 2016 and of GCI Liberty since March 2018. He previously served as Senior Vice President and General Counsel of Liberty Interactive and Liberty Media from January 2013 to December 2015, Liberty TripAdvisor from July 2013 to December 2015 and Liberty Broadband from June 2014 to December 2015. Previously, Mr. Baer served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and as its Chief Administrative Officer from August 2008 to April 2011. Mr. Baer brings to our board of directors significant legal, risk management, operational and executive leadership experience based on his present and previous senior leadership positions at various public companies.

 

Michael P. Huseby has served as a director of our Company, chair of our audit committee and a member of our compensation committee since July 2016. Mr. Huseby has served as Chief Executive Officer and Chairman of the Board of Barnes & Noble Education, Inc. since September 2017, and prior to that he served as its Executive Chairman and a director since August 2015. He served as a director of Charter Communications, Inc. (“Charter”) from May 2013 to May 2016 and of Barnes & Noble, Inc. (“Barnes & Noble”) from July 2013 to August 2015. Mr. Huseby served as a director of Cablevision Systems, Inc. from June 2000 to July 2001. Mr. Huseby served as Chief Executive Officer of Barnes & Noble from January 2014 to August 2015, as President from July 2013 to January 2014 and as Chief Financial Officer from March 2012 to July 2013. He was appointed Chief Executive Officer of NOOK Media LLC, a Barnes & Noble subsidiary, in July 2013. Previously, he served as Executive Vice President and Chief Financial Officer of Cablevision Systems Corporation from August 2004 to June 2011, and prior to that he served as Executive Vice President and Chief Financial Officer of Charter Communications, Inc. From December 1999 until November 2002, he served as Executive Vice President of AT&T Broadband Corporation. He also served as a Global Equity Partner of Arthur Andersen, where he worked for over 23 years. Mr. Huseby provides our board of directors with extensive financial and executive leadership experience gained over his 30-year career, in senior management positions with various public companies, including many in the retail and technology space, and as a partner of Arthur Andersen.

 

Brian Wendling has served as a director of our Company since July 2016. Mr. Wendling has served as Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016, having previously served as Vice President and Controller from August 2014 to December 2015. He also has served as Senior Vice President and Controller of Qurate, Liberty Media and Liberty Broadband since January 2016, as a Senior Vice President of Liberty Expedia since March 2016 and as Senior Vice President and Controller of GCI Liberty since March 2018. He previously served as Vice President and Controller of Liberty Interactive from November 2011 to December 2015, Liberty Media (including its predecessor) from November 2011 to December 2015 and Liberty Broadband from October 2014 to December 2015. Prior to that, Mr. Wendling held various positions with Liberty Interactive, Liberty Media and their predecessors since 1999. Mr. Wendling has significant financial and executive leadership experience gained through his service with Liberty Interactive and Liberty Media (and their predecessors), and he brings a valuable perspective to our board of directors, focused in particular on the area of public company accounting and reporting.

 

Class III Directors

 

Betsy L. Morgan has served as a director of our Company and chair of our compensation committee since July 2016. Ms. Morgan has served as Executive in Residence of LionTree, LLC since February 2016 and as a director of The Street, Inc. since September 2016. Previously, she served as President and Chief Executive Officer of TheBlaze Inc. from January 2011 to July 2015 and as Chief Executive Officer of The Huffington Post from October 2007 to June 2009. Prior to joining The Huffington Post, Ms. Morgan served in various positions at CBS. She also served as a director of CTPartners Executive Search Inc. from December 2010 to October 2015. Ms. Morgan provides our board of directors with significant strategic and executive leadership and management experience gained from service on the boards of various public and private companies and her leadership roles in numerous businesses.

 

Francis Poore founded our Company in 1997. He led our Company from initial concept through its establishment as an industry leader, selling the Company to an affiliate of the predecessor of Liberty Interactive in 2006. Mr. Poore then remained on the board of directors of the Company and returned to an active leadership role in January 2011, initially as our Chief Strategist until January 2013, and he has served as our Chief Executive Officer and President since January 2013. As CommerceHub’s founder and a leader in our complex and rapidly changing

 

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industry for 20 years, Mr. Poore brings to our board of directors extensive industry experience and a vital perspective on our business, history and culture. Mr. Poore’s knowledge and vision are an important asset to our board of directors in evaluating the landscape of our industry, technological initiatives and other important aspects of our business.

 

Luis Ubiñas has served as a director of our Company and a member of our audit committee since July 2016. Mr. Ubiñas has served as President of the Board of Trustees of the Pan American Development Foundation, which invests $100 million in development projects in Central and South America and the Caribbean, since May 2015. Mr. Ubiñas also serves on several multilateral, governmental and nonprofit boards and advisory committees, including the Advisory Board of the United Nations Fund for International Partnerships and the Advisory Committee for the Export Import Bank of the United States. He is also a Trustee of the New York Public Library and the Statue of Liberty-Ellis Island Foundation. In the private sector, Mr. Ubiñas is Lead Director at Electronic Arts Inc., where he has also served on the audit committee, and a member of the Board of Directors of Boston Private Financial Holdings, Inc. and Shorelight Education. He also served as a director of Valassis Communications, Inc. from November 2012 to February 2014. Mr. Ubiñas served as President of the Ford Foundation (the “Foundation”) from January 2008 to September 2013. The Foundation is the second largest in the United States, operating worldwide with an endowment of $12 billion. While at the Foundation, Mr. Ubiñas led a broad-based restructuring of the organization, including a strategic resetting of its programs to focus on social justice issues, reinvestment of over 80% of the endowment, and a rebuilding of facilities and systems. Prior to leading the Foundation, Mr. Ubiñas was a director at McKinsey & Company, leading the firm’s media practice on the West Coast. He served technology, telecommunications and media companies addressing the opportunities and challenges represented by the global growth of broadband and wireless technologies. Mr. Ubiñas spent 18 years with McKinsey & Company, serving in various positions. Mr. Ubiñas brings to our board of directors significant experience in business management, operations and executive leadership.

 

Executive Officers

 

Set forth below is a list of our executive officers and their positions with our Company followed by certain background information for each such executive officer other than Mr. Poore (who also serves as a director of our Company and whose background information is set forth above).

 

Name

 

Age

 

Title

Francis Poore

 

51

 

Founder, President and Chief Executive Officer

Richard Jones

 

49

 

Co-Founder and Chief Technology Officer

John Hinkle

 

52

 

Chief Information Officer, Chief Information Security Officer and Executive Vice President, Technical Operations

Michael Trimarchi

 

38

 

Chief Financial Officer, Chief Commercial Officer and Treasurer

Douglas Wolfson

 

47

 

General Counsel and Secretary

 

Richard Jones co-founded our Company, together with Mr. Poore, in 1997 and has served as our Chief Technology Officer since January 2013. He also served as our Executive Vice President, Operations from January 2013 to October 2016, and previously he served as our Chief Tactician from January 2011 to December 2012.

 

John Hinkle has served as our Chief Information Officer and Chief Information Security Officer since April 2015 and as our Executive Vice President, Technical Operations since October 2016. Previously, he served as our Executive Vice President, Production Systems from July 2013 to April 2015. Prior to that, he served as Chief Information Officer and Senior Vice President, North American Operations of Take-Two Interactive Software, Inc. from January 2011 to July 2013.

 

Michael Trimarchi has served as our Chief Financial Officer and Treasurer since December 2017 and as our Chief Commercial Officer since May 2017. Prior to that, he served as our Chief Accounting Officer from May 2016 to May 2017. Previously, he served as Interim Chief Financial Officer of AngioDynamics, Inc. from November 2015 to May 2016, and prior to that he served as its Vice President and Global Controller from August 2014 to November 2015 and Director, Corporate FP&A from July 2013 to August 2014. He served as Vice President, Corporate FP&A of Vistaprint N.V. (now Cimpress N.V.) from January 2013 to July 2013.

 

Douglas Wolfson has served as our General Counsel since March 2014 and as our Secretary since October 2014. Previously, he served as Associate General Counsel of Infor Global Solutions from March 2006 to March

 

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2014, and prior to that he served as Associate General Counsel of Geac Computer Corporation from August 2004 to March 2006.

 

Our executive officers serve in their capacities as such until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption. During the past ten years, none of our executive officers or directors has had any involvement in such legal proceedings as would be material to an evaluation of his ability or integrity.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. These persons are further required by SEC regulation to furnish us with copies of all such reports that they file. Based solely on a review of such reports that have been furnished to us during the year ended December 31, 2017 and certain written representations made to us by our executive officers and directors, we believe that, during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10-percent beneficial owners were met.

 

Code of Ethics

 

We have adopted a code of business conduct and ethics (our “code of ethics”) that applies to all of our employees, including our executive officers, and our directors. Our code of ethics constitutes our Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and is available on the Corporate Governance page of our Investor Relations website at ir.commercehub.com.

 

Audit Committee and Audit Committee Financial Expert

 

Our board of directors has established an audit committee, whose chair is Mr. Huseby and whose other members are Messrs. Goldhill and Ubiñas, each of whom is independent. Our board has also determined that Mr. Huseby qualifies as our “audit committee financial expert” under applicable SEC rules and regulations.

 

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Item 11.                          Executive Compensation.

 

EXECUTIVE COMPENSATION

 

This section sets forth information relating to, and an analysis and discussion of, compensation that our Company paid to the following persons (collectively, our “named executive officers”):

 

·                  Francis Poore, our Founder, President and Chief Executive Officer;

 

·                  Michael Trimarchi, our Chief Financial Officer, Chief Commercial Officer and Treasurer;

 

·                  Richard Jones, our Co-Founder and Chief Technology Officer;

 

·                  John Hinkle, our Chief Information Officer, Chief Information Security Officer and Executive Vice President, Technical Operations;

 

·                  Douglas Wolfson, our General Counsel and Secretary;

 

·                  Mark Greenquist, our former Chief Financial Officer and Treasurer;

 

·                  Gary Nafus, our former Chief Revenue Officer; and

 

·                  Bill Kong, our former Executive Vice President, Products and Services.

 

Mr. Poore is our principal executive officer, Mr. Trimarchi is our principal financial officer, and Messrs. Jones, Hinkle and Wolfson are executive officers of our Company. Mr. Greenquist served as our Chief Financial Officer and Treasurer until December 14, 2017, following which he remained with our Company in a non-officer advisory capacity through December 31, 2017. Mr. Nafus served as our Chief Revenue Officer from April 3, 2017 until October 30, 2017. Mr. Kong served as our Executive Vice President, Products and Services until September 19, 2017.

 

Compensation Discussion and Analysis

 

Overview

 

The compensation committee of our board of directors has responsibility for overseeing the compensation of our named executive officers and ensuring that their compensation packages are consistent with our compensation objectives. In furtherance of this purpose, our compensation committee considers and approves all components of the named executive officers’ compensation packages, including periodic corporate goals and objectives upon which compensation decisions are made. The compensation committee also administers the CommerceHub, Inc. Second Amended and Restated 2016 Omnibus Incentive Plan (the “incentive plan”) with respect to equity awards granted to our named executive officers. Unless otherwise noted, all equity awards granted to our named executive officers are governed by the incentive plan.

 

Compensation Philosophy

 

The following guiding principles are used to guide the design of our executive compensation program:

 

·                  support the attainment of our short- and long-term financial and strategic objectives and reward executives for growth in sustainable stockholder value;

 

·                  be performance-based, with variable pay constituting a significant portion of the target total compensation opportunity;

 

·                  provide differentiated pay based on executives’ contributions to our performance, as well as their skill and role within our Company;

 

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·                  align management’s interests with stockholders by tying realized compensation directly to changes in stockholder value and encouraging significant accumulation of stock ownership among senior executives;

 

·                  attract, retain and motivate highly skilled executives by providing competitive compensation opportunity relative to other companies in our industry and with which we compete for executive talent;

 

·                  maximize the financial efficiency of the overall program from tax, accounting and cash flow perspectives; and

 

·                  embrace incentive program design and corporate governance best practices to the extent they are supportive of the above objectives.

 

In general, our compensation committee believes that an executive’s target cash compensation and target total direct compensation should be reasonable in relation to, and competitive with, the median compensation paid to similarly situated executives at comparable companies in our industry. We define “target cash compensation” as base salary and target bonus opportunity, and we define “target total direct compensation” as target cash compensation plus the expected value of long-term incentives. However, competitive positioning for individual executives may vary above or below the median based on executive-specific factors, such as tenure, experience, proficiency in role and criticality to our Company. Our executives’ actual compensation, which consists of their respective base salaries, earned annual bonuses and the value realized upon vesting or exercise of long-term incentive awards, will vary above or below target based on our financial and stock price performance.

 

Role of Chief Executive Officer and Chief Financial Officer in Compensation Decisions

 

As a general matter, our Chief Executive Officer provides recommendations to the compensation committee with respect to all elements of compensation proposed to be paid to the other named executive officers in conjunction with his evaluation of their performance. Mr. Poore participated in the compensation committee’s discussions with respect to the performance of Messrs. Trimarchi, Jones, Hinkle, Wolfson, Greenquist, Nafus and Kong. For additional information regarding our named executive officers’ compensation packages, see “¾Elements of 2017 Executive Compensation” below.

 

With respect to certain performance-based equity awards granted to Messrs. Poore and Jones in 2011 that were converted, in connection with our spin-off (the “Spin-Off”) from Liberty Interactive (our former parent company), into options to purchase shares of our Series C common stock (“CHUBK”), our then-Chief Financial Officer reviewed our Company’s performance against the revenue milestone established for such awards to determine whether these awards had vested. For additional information regarding the vesting of these awards, see “¾Elements of 2017 Executive Compensation¾Equity Incentive Compensation¾Vesting of Converted CEO Award and Converted 2011 CTO Award” below. In addition, our then-Chief Financial Officer also reviewed and discussed the design of our Company’s 2017 executive bonus program with the compensation committee. For additional information regarding our 2017 executive bonus program, see “¾Elements of 2017 Executive Compensation¾2017 Executive Bonus Program” below.

 

Role of Compensation Consultants

 

Prior to the Spin-Off and before the compensation committee had been appointed, our management engaged Compensia, Inc. (“Compensia”), our prior compensation consultant, to provide independent advice on identifying our peer group companies for compensation benchmarking, executive compensation levels and incentive program design. In connection with these services, Compensia assisted us with identifying our peer companies, taking into account our Company’s focus on the supply chain technology and cloud-based software industries, our range of financial performance metrics and our aggregate market capitalization, and selecting those companies that most closely correlate to our business and operations. Accordingly, the companies in our peer group are set forth below:

 

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Actua

Benefitfocus

Instructure

Q2 Holdings

American Software

Callidus Software

MINDBODY

Qualys

Apigee

ChannelAdvisor

Model N

SciQuest

AppFolio

Demandware

New Relic

SPS Commerce

Bazaarvoice

Five9

Paylocity

 

 

 

Compensia also assisted us with structuring our employee stock purchase plan and the incentive plan, and provided input on various other compensation matters with respect to our executive team. Compensia also provided information to us regarding chief executive officer compensation at the other supply chain technology and cloud-based software companies listed below in connection with our entry into a new employment agreement with our Chief Executive Officer in June 2016.

 

Following the Spin-Off, the compensation committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise on executive compensation and various aspects of our long-term incentive program. FW Cook reviewed and confirmed the above peer group was a reasonable group to use. As it related to 2017, FW Cook assisted the committee in the development of the nonemployee director compensation program and nonemployee director stock ownership guidelines, establishing the design of the 2017 annual bonus program, the determination of 2017 target total direct compensation levels and the earnout of the 2017 performance bonus (paid in 2018). During 2017, FW Cook also conducted a review of the Company’s aggregate long-term incentive grants (including share usage, overhang and aggregate grant value), conducted a review of the Company’s regular and change-in-control severance practices, conducted a compensation risk assessment and reported on executive compensation trends and regulatory developments.

 

Other than generally seeking to make executive compensation reasonable in relation to, and competitive with, the median compensation paid to similarly situated executives at comparable companies in our industry, the compensation committee has not applied specific benchmarking parameters that formed the basis for any of the named executive officers’ employment arrangements. Rather, the compensation committee has incorporated competitive market data received from Compensia and FW Cook, including as to the compensation paid by the peer companies described above, into the compensation committee’s total mix of information (including its members’ general business and industry knowledge and experience and its evaluation of each named executive officer’s job performance) in establishing what the compensation committee believed to be reasonable and competitive variable elements of each named executive officer’s compensation package.

 

Setting Executive Compensation

 

In making its compensation decisions for each named executive officer, our compensation committee considers, among other factors, the following:

 

·                  each element of the named executive officer’s compensation, including base salary, bonus, equity compensation, perquisites and other personal benefits;

 

·                  our financial performance compared to internal forecasts and budgets; and

 

·                  the scope of the named executive officer’s responsibilities and his execution of those responsibilities.

 

Elements of 2017 Executive Compensation

 

For 2017, the principal components of compensation for our named executive officers were:

 

·                  base salary;

 

·                  annual performance-based bonuses;

 

·                  equity incentive compensation;

 

·                  limited perquisites and personal benefits, including matching contributions in the CommerceHub 401(k) Plan and health and welfare benefits; and

 

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·                  for Messrs. Greenquist, Nafus and Kong, severance payments.

 

A summary of each element of our compensation program is set forth below. We believe that each element complements the others and that collectively they serve to achieve our compensation objectives.

 

Base Salary

 

We provide competitive base salaries to attract and retain highly skilled executives. We believe that a competitive base salary is an important component of compensation, as it provides a degree of financial stability for executives. The base salary level of each named executive officer is generally determined based on the responsibilities performed by such officer, his experience, overall effectiveness and demonstrated leadership ability and competitive market factors. Messrs. Poore and Jones each received the base salary provided for in his respective employment agreement and did not receive a base salary increase in 2017. Mr. Trimarchi was promoted to the role of Chief Commercial Officer on May 9, 2017. In connection with that promotion, the compensation committee increased Mr. Trimarchi’s annual base salary 16.7% to $350,000. In December 2017, Mr. Trimarchi was promoted to the additional roles of Chief Financial Officer and Treasurer. In connection with that promotion, the compensation committee increased Mr. Trimarchi’s annual base salary 4.3% to $365,000. In recognition of the favorable 2016 performance of Messrs. Hinkle and Wolfson, and taking into account their respective market data, they each received a 3.6% increase in base salary to $285,000, effective April 1, 2017. Additionally, in May 2017, in connection with certain internal organizational changes and Mr. Hinkle’s assumption of responsibility for our Company’s software engineering organization, the compensation committee increased Mr. Hinkle’s base salary 14.0% to $325,000. Messrs. Greenquist and Kong did not receive salary increases in 2017, and Mr. Nafus’ 2017 offer letter provided for an annual base salary of $350,000.

 

2017 Executive Bonus Program

 

In March 2017, our compensation committee adopted a 2017 performance-based cash bonus program for our executives (the “2017 executive bonus program”), including Messrs. Poore, Trimarchi, Jones, Hinkle, Wolfson, Greenquist and Kong.  The 2017 executive bonus program was intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  While Mr. Greenquist’s role as Chief Financial Officer and Treasurer of our Company ended on December 14, 2017, we employed him in a non-officer advisory capacity through December 31, 2017, and pursuant to the separation and release agreement between him and our Company, Mr. Greenquist remained eligible to earn a cash bonus under the 2017 executive bonus program.  See “—Executive Compensation Arrangements—Mark Greenquist” below.  Mr. Nafus was also eligible to participate in the 2017 executive bonus program and had received a $121,875 advance on his annual bonus when he started with CommerceHub in April 2017 pursuant to his offer letter. However, following his departure from CommerceHub in October 2017, he was no longer eligible to receive any additional portion of his performance bonus under the 2017 executive bonus program.  See “—Executive Compensation Arrangements—Gary Nafus” below.  While Mr. Kong had been eligible to participate in the 2017 executive bonus program, he did not receive a performance-based bonus due to his departure from CommerceHub in September 2017.  See “—Executive Compensation Arrangements —Bill Kong” below.

 

Pursuant to the 2017 executive bonus program, our compensation committee assigned a target annual bonus amount to each participant equal to a percentage of the employee’s annual base salary, which percentage was based on the employee’s position and responsibilities. The named executive officers’ 2017 target annual bonus amounts set by our compensation committee in March 2017 were: Mr. Poore - $400,000 or 100% of his base salary; Mr. Trimarchi - $180,000 or 60% of his base salary; Mr. Jones - $150,000 or 50% of his base salary; Mr. Hinkle — $128,250 or 45% of his base salary; Mr. Wolfson - $128,250 or 45% of his base salary; and Mr. Greenquist - $262,500 or 75% of his base salary, in each case subject to 100% achievement of performance goals.  Mr. Poore’s target annual bonus for 2017 had increased from 75% of his base salary to 100% of his base salary pursuant to the terms of his current employment agreement, as described in “¾Executive Compensation Arrangements¾Francis Poore” below.  In March 2017, our compensation committee determined (i) to increase Mr. Jones’s target annual bonus for 2017 from 33% of his base salary to 50% of his base salary based on market data and internal equity considerations relative to the Company’s other executives and (ii) to increase Mr. Hinkle’s target annual bonus for 2017 from 40% to 45% in recognition of his favorable 2016 performance and taking into account market data.  Our other named executive officers’ target annual bonuses, as a percentage of base salary, did not change for 2017 as compared to 2016.

 

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On May 9, 2017, Mr. Trimarchi was promoted to the role of Chief Commercial Officer.  In connection with that promotion, the compensation committee increased his annual bonus target to $262,500 or 75% of base salary.  In December 2017, Mr. Trimarchi was further promoted to the role of Chief Financial Officer and Treasurer in addition to his role as Chief Commercial Officer.  In connection with that promotion, the compensation committee increased Mr. Trimarchi’s annual bonus target to $292,000 or 80% of base salary.  However, as the change occurred late in the year, our compensation committee did not utilize the increased rate for determining Mr. Trimarchi’s 2017 bonus payout.  Also, in May 2017, in connection with certain internal organizational changes and Mr. Hinkle’s assumption of responsibility for our Company’s software engineering organization, the compensation committee increased Mr. Hinkle’s annual bonus target to $162,500 or 50% of base salary.

 

Bonus payouts under the 2017 executive bonus program could range from 0% to 150% of target, based on our Company’s performance relative to pre-established goals for revenue and Adjusted EBITDA (as defined in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”)), weighted 60% and 40%, respectively, for the year ended December 31, 2017, which could then be adjusted up or down by the compensation committee based on a discretionary determination of individual performance. Each metric was assigned a threshold, target and maximum performance level, with corresponding payouts for each metric of 0% of target, 100% of target and 150% of target, respectively, provided that Adjusted EBITDA performance below threshold would result in no bonus payouts under the 2017 executive bonus program regardless of revenue performance, while revenue performance below threshold would result in no payout for the revenue metric but would not prevent potential payouts under the Adjusted EBITDA metric.  More specifically, with regard to the performance levels, (i) threshold revenue and Adjusted EBITDA levels were set at $105.2 million and $37.8 million, respectively, (ii) target revenue and Adjusted EBITDA levels were set at $112.0 million and $44.6 million, respectively, and (iii) maximum revenue and Adjusted EBITDA levels were set at $118.8 million and $51.4 million, respectively.  Linear interpolation applied for performance on each metric between threshold and target and target and maximum performance levels, provided that no more than 45% of incremental Adjusted EBITDA above the target Adjusted EBITDA level was permitted to be paid out under the 2017 executive bonus program. In addition, in order for any named executive officer to be eligible to receive any bonus under the 2017 executive bonus program, CommerceHub had to achieve at least 50% of threshold revenue and Adjusted EBITDA.

 

Adjusted EBITDA for purposes of the 2017 executive bonus program was calculated based on the definition of Adjusted EBITDA reported in our 2016 Annual Report, further adjusted for (i) costs related to CommerceHub’s 2017 restructuring process to consolidate software development and other corporate activities in its Albany, New York headquarters and (ii) incremental, unbudgeted audit expenses resulting from CommerceHub’s loss of “emerging growth company” status and the corresponding need for an integrated audit pursuant to the Sarbanes-Oxley Act of 2002. For 2017, the Company achieved $111.1 million of revenue and $50.5 million of Adjusted EBITDA based on the foregoing definition and before payouts for bonus compensation.  After determining the funding of the 2017 executive bonus program based on the foregoing results, the eligible named executive officers’ bonus payments, other than Mr. Greenquist’s bonus payment, could then be adjusted up or down at the discretion of our compensation committee and, for named executive officers other than our Chief Executive Officer, upon the recommendation of our Chief Executive Officer.

 

In February 2018, after considering the Company’s actual 2017 revenue and Adjusted EBITDA (on a pre-bonus and post-bonus basis), the compensation committee approved the funding of the 2017 executive bonus program at 109.5% of the target bonus pool as a result of the Company’s performance. In March 2018, the compensation committee approved bonus payments to our eligible named executive officers, Messrs. Poore, Trimarchi, Jones, Hinkle, Wolfson and Greenquist, at 109.5% of each individual’s target bonus amount in light of our Company’s performance during 2017.  While Mr. Jones’ employment agreement provides for an annual bonus of up to a maximum of 50% of base salary, or $150,000, the compensation committee approved a bonus payment at 109.5% of his target bonus, or $164,250, based on the recommendation of Mr. Poore that Mr. Jones receive a bonus payment in line with the other named executive officers and in light of our Company’s performance during 2017.  These payments under the 2017 executive bonus program are included in the “Summary Compensation Table” below.

 

Equity Incentive Compensation

 

Consistent with our compensation philosophy, we seek to align the interests of our named executive officers with those of our stockholders by awarding equity-based incentive compensation, ensuring that our executives have a continuing stake in the long-term success of our Company.

 

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The incentive plan is designed to provide additional remuneration to officers and employees of our Company, our nonemployee directors and independent contractors, and to encourage their investment in our capital stock, thereby increasing their proprietary interest in our business. Non-qualified stock options, stock appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”), cash awards, performance awards or any combination of the foregoing may be granted under the incentive plan.  The incentive plan is administered by our compensation committee with respect to equity awards granted to our named executive officers.

 

2017 Equity Awards

 

Our compensation committee has implemented an annual equity grant program, with grants in March of each year, and further determined to grant equity awards to our named executive officers in 2017 consisting of 50% stock options and 50% time-vesting RSUs (on a value basis). The committee adopted this mix of awards, as opposed to others, because it aligned most closely to the Company’s peer group and because of the committee’s belief that this mix best promotes stockholder value creation by balancing accountability for stock price appreciation through the use of stock options with the strong retention value and lower dilution levels of RSUs. When our compensation committee awards stock options, the exercise price always equals the fair market value of the underlying shares of common stock on the date of grant, measured by reference to the closing sale price on the grant date.

 

In March 2017, as part of our annual equity award grant program previously approved by our compensation committee as part of our equity award grant policy, which is described in more detail below under “—Equity Award Grant Policy,” our compensation committee approved the following grants to our named executive officers: 61,103 stock options and 26,840 RSUs to Mr. Trimarchi, 43,645 stock options and 19,171 RSUs to Mr. Hinkle, 48,882 stock options and 21,472 RSUs to Mr. Wolfson, 56,913 stock options and 25,000 RSUs to Mr. Greenquist, and 34,916 stock options and 15,337 RSUs to Mr. Kong, in each case relating to CHUBK shares.  Each of the grants vests in equal annual installments on the first four anniversaries of the March 15, 2017 grant date, subject to the grantee being employed by us on the applicable vesting date. The stock options have an exercise price of $16.30 and expire on March 15, 2027. Mr. Poore and Mr. Jones did not receive any new equity awards during 2017 because they had received multi-year equity awards in connection with their entry into new employment agreements with our Company in July 2016.  For additional information regarding Mr. Poore and Mr. Jones’s outstanding multi-year equity awards, see “¾Executive Compensation Arrangements¾Francis Poore,” “¾Executive Compensation Arrangements—Richard Jones” and the “¾Outstanding Equity Awards at Fiscal Year End” table below.

 

In connection with Mr. Nafus joining our Company as Chief Revenue Officer in April 2017, he received grants of 45,264 stock options and 59,162 RSUs, in each case relating to CHUBK shares and a portion of which reflected a “make-whole” for equity interests forfeited in connection with leaving his previous employer.  These awards were scheduled to vest in equal annual installments on the first four anniversaries of Mr. Nafus’s April 3, 2017 employment start date, subject to Mr. Nafus being employed by us on the applicable vesting date.  The stock options had an exercise price of $16.48 and were scheduled to expire on May 10, 2027.  None of Mr. Nafus’s stock options or RSUs vested prior to his departure from CommerceHub in October 2017, and all such awards were cancelled upon such departure.

 

In May 2017, in connection with certain internal organizational changes and Mr. Hinkle’s assumption of responsibility for our Company’s software engineering organization, our compensation committee granted him 4,400 stock options and 1,903 RSUs, in each case relating to CHUBK shares.  These awards vest in equal annual installments on the first four anniversaries of the May 25, 2017 grant date, subject to Mr. Hinkle being employed by us on the applicable vesting date.  The stock options have an exercise price of $17.34 and expire on May 25, 2027.

 

Vesting of Converted CEO Award and Converted 2011 CTO Award

 

In 2011, Mr. Poore and Mr. Jones received awards of SARs that were subject to performance-based vesting conditions.  In connection with the Spin-Off, Mr. Poore’s SARs were converted into stock options to purchase 763,593 CHUBK shares at an exercise price of $2.65 per share (the “Converted CEO Award”), and Mr. Jones’s SARs were converted into stock options to purchase 174,535 CHUBK shares at an exercise price of $2.66 per share (the “Converted 2011 CTO Award,” and, together with the Converted CEO Award, the “Converted Awards”), in each case pursuant to the antidilution provisions in the Commerce Technologies, Inc. 2010 Stock Appreciation Rights Plan (the “2010 SAR plan”). The Converted Awards were issued pursuant to the CommerceHub, Inc. Legacy Stock Appreciation Rights Plan (the “legacy SAR plan”).  Vesting of the Converted Awards remained subject to our

 

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Company’s achievement of a trailing twelve-month adjusted revenue milestone of $100,867,785.  For purposes of the Converted Awards, adjusted revenue was defined as the revenue of the Company and its subsidiaries calculated in accordance with the methodology used by Commerce Technologies, Inc. (“CTI”) (the entity through which we transacted prior to the Spin-Off) as of January 1, 2013 except that “revenue” would be counted toward the milestone on the date that the Company sends an invoice (or analogous document(s)) to a customer for non-refundable cash payment, regardless of the revenue recognition policies of the Company.  In January 2017, our then-Chief Financial Officer certified achievement of the milestone based on our Company’s adjusted revenue for the 12 months ended December 31, 2016, which resulted in full vesting of the Converted Awards.  The other terms of these awards are governed by the legacy SAR plan.

 

Severance Payments and Other Payments Related to Employment Terminations

 

On December 14, 2017, we entered into a separation and release agreement with Mr. Greenquist that provided for (i) a severance payment of $350,000, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA until the date that he receives equivalent coverage from a new employer or December 31, 2018, in exchange, in part, for a general release of claims.  Mr. Greenquist also remained eligible to earn a cash bonus under our 2017 executive bonus program.  Pursuant to the agreement, Mr. Greenquist’s role as Chief Financial Officer and Treasurer of the Company ended effective immediately, following which he remained with the Company in a non-officer advisory capacity through December 31, 2017.

 

We entered into a separation and release agreement with Mr. Nafus, dated as of October 26, 2017, in connection with his departure from CommerceHub effective October 30, 2017.  The agreement provided for (i) a severance payment of $160,000, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA until the date that he receives equivalent coverage from a new employer or November 30, 2018, in exchange, in part, for a general release of claims.  In addition, Mr. Nafus was permitted to retain the advance on his 2017 bonus that had been paid to him at the start of his employment with our Company.

 

We entered into a separation and release agreement with Mr. Kong, dated as of September 25, 2017, in connection with his departure from CommerceHub effective September 19, 2017.  The agreement provided for (i) a severance payment of $271,477, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA through September 30, 2018, in exchange, in part, for a general release of claims.

 

Perquisites and Other Personal Benefits

 

For the year ended December 31, 2017, the limited perquisites and personal benefits provided to our named executive officers consisted generally of life insurance premiums, 401(k) matching contributions and participation in our health and welfare benefit plans, which are also available on the same basis to all of our full-time employees.  Executives bear all taxes associated with benefits/perquisites, with no gross-up provided by the Company.

 

Deductibility of Executive Compensation

 

In developing the 2017 compensation packages for the named executive officers, the deductibility of executive compensation under Section 162(m) of the Code was considered. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. For 2017 and prior years, one exception was for performance-based compensation, including stock options granted under the incentive plan, although in order to maintain flexibility in making compensation decisions, our compensation committee did not adopt a policy requiring all compensation to be deductible under Section 162(m) of the Code. Following the enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially affected by the limitations of Section 162(m) of the Code have been expanded and there is no longer any exception for qualified performance-based compensation. Although some performance-based awards will not result in a compensation deduction until after 2017, we believe the transition rules in effect for binding contracts in effect on November 2, 2017 should continue to allow certain of these awards, including awards granted pursuant to the incentive plan after the Spin-Off and before November 2, 2017, to maintain their exemption from the $1 million annual deduction limitation

 

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for so long as such contracts are not materially modified. However, portions of the compensation we pay to the named executive officers may not be deductible due to the application of Section 162(m) of the Code. Our compensation committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management.

 

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Summary Compensation Table

 

Name and Principal
Position (as of 12/31/17)

 

Year

 

Salary ($)

 

Bonus ($)

 

Stock
Awards
($)

 

Option
Awards
($)(1)

 

Non-Equity
Incentive Plan
Compensation
($)

 

All Other
Compensation
($)(2)(3)

 

Total ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Francis Poore
President and Chief Executive Officer

 

2017

 

400,000

 

¾

 

¾

 

¾

 

438,000

 

16,248

 

854,248

 

 

2016

 

385,457

 

¾

 

¾

 

12,177,842

 

150,000

 

66,923

(4)

12,780,222

 

 

2015

 

369,048

 

¾

 

¾

 

¾

 

165,973

 

15,951

 

550,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Trimarchi(5)
Chief Financial Officer, Chief Commercial Officer and Treasurer

 

2017

 

329,507

 

¾

 

437,492

 

437,497

 

287,438

 

16,248

 

1,508,182

 

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

2015

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Jones(6)
Chief Technology Officer

 

2017

 

300,000

 

14,250

 

¾

 

¾

 

150,000

 

16,248

 

480,498

 

 

2016

 

279,857

 

¾

 

¾

 

3,549,353

 

90,300

 

15,948

 

3,935,458

 

 

2015

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Hinkle(5)
Chief Information Officer, Chief Information Security Officer and Executive Vice President, Technical Operations

 

2017

 

305,417

 

¾

 

345,485

 

345,498

 

177,938

 

16,248

 

1,190,586

 

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

2015

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas Wolfson(5)
General Counsel and Secretary

 

2017

 

282,083

 

¾

 

349,994

 

349,995

 

140,434

 

16,248

 

1,138,754

 

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

2015

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Greenquist(7)
Former Chief Financial Officer and Treasurer

 

2017

 

350,000

 

¾

 

407,500

 

407,497

 

287,438

 

377,468

(8)

1,829,903

 

 

2016

 

175,000

 

¾

 

¾

 

1,653,999

 

85,723

 

48

 

1,914,770

 

 

2015

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Nafus(9)
Former Chief Revenue Officer

 

2017

 

204,390

 

121,875

(10)

974,990

 

324,996

 

¾

 

186,621

(11)

1,812,871

 

 

2016

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

2015

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bill Kong (5)(12)
Former Executive Vice President, Products and Services

 

2017

 

208,365

 

¾

 

249,993

 

249,999

 

¾

 

298,326

(13)

1,006,683

 

 

2016

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

2015

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 


(1)                                     Reflects the grant date fair value of stock options awarded to each named executive officer, which have been computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 but (pursuant to SEC regulations). For a description of the assumptions applied in these calculations, see Note 3 and Note 12 to our consolidated financial statements for the year ended December 31, 2017 included in our 2017 Annual Report.

 

(2)                                     We were a participating employer in the Liberty Interactive 401(k) Savings Plan prior to the Spin-Off, and in July 2016, we adopted our own plan, known as the CommerceHub 401(k) Plan (together with the Liberty Interactive 401(k) Savings Plan, the “401(k) plans”). The participants in the 401(k) plans were able to contribute up to 75% of their eligible compensation on a pre-tax basis to the plans (subject to specified maximums and IRS limits), and we contributed a matching contribution based on the participants’ contributions as set forth in the 401(k) plans (subject to IRS limits). Participant contributions to the 401(k) plans are fully vested upon contribution.

 

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Generally, participants acquire a vested right in Company matching contributions as follows:

 

Years of Service

 

Vesting Percentage

 

Less than 1

 

0

%

1 or more but fewer than 2

 

50

%

2 or more

 

100

%

 

Included in this column, with respect to each named executive officer, are the following matching contributions made by our Company to the 401(k) plans in 2017, 2016 and 2015:

 

Name

 

2017
Amount ($)

 

2016
Amount ($)

 

2015
Amount ($)

 

Francis Poore

 

16,200

 

15,900

 

15,900

 

Michael Trimarchi

 

16,200

 

n/a

 

¾

 

Richard Jones

 

16,200

 

15,900

 

n/a

 

John Hinkle

 

16,200

 

n/a

 

n/a

 

Douglas Wolfson

 

16,200

 

n/a

 

n/a

 

Mark Greenquist

 

16,200

 

¾

 

¾

 

Gary Nafus

 

14,313

 

¾

 

¾

 

Bill Kong

 

10,855

 

n/a

 

¾

 

 

With respect to these matching contributions, four of our named executive officers who contributed to the 401(k) plans in 2015, 2016 and 2017 are fully vested because they had more than two years of service with the Company at the time of the matching contributions.

 

(3)                                 Included in this column are the following life insurance premiums paid on behalf of each of the named executive officers during 2017, 2016 and 2015:

 

Name

 

2017
Amount ($)

 

2016
Amount ($)

 

2015
Amount ($)

 

Francis Poore

 

48

 

48

 

51

 

Michael Trimarchi

 

48

 

n/a

 

¾

 

Richard Jones

 

48

 

48

 

n/a

 

John Hinkle

 

48

 

n/a

 

n/a

 

Douglas Wolfson

 

48

 

n/a

 

n/a

 

Mark Greenquist

 

48

 

48

 

¾

 

Gary Nafus

 

24

 

¾

 

¾

 

Bill Kong

 

32

 

n/a

 

¾

 

 

(4)                                 Includes (a) $50,000 reimbursed to Mr. Poore in connection with the negotiation of the June 2016 CEO Employment Agreement (defined below) and (b) certain Company-reimbursed travel expenses.

 

(5)                                 Messrs. Trimarchi, Hinkle, Wolfson and Kong are named executive officers of our Company for the first time.  Mr. Trimarchi’s and Mr. Kong’s compensation for 2016 and Mr. Hinkle’s and Mr. Wolfson’s compensation for 2016 and 2015 have been omitted in reliance upon the SEC’s interpretive guidance.

 

(6)                                 Mr. Jones was a named executive officer of our Company for the first time in our proxy statement for the 2017 annual meeting of stockholders, and his compensation for 2015 has been omitted in reliance upon the SEC’s interpretive guidance.

 

(7)                                 Mark Greenquist’s role as Chief Financial Officer and Treasurer of the Company ended on December 14, 2017, following which he remained with the Company in a non-officer advisory capacity through December 31, 2017.

 

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Upon Mr. Greenquist’s termination, other than 76,359 stock options that had vested prior to his termination, all of the listed stock awards and option awards were cancelled.

 

(8)                                 Includes amounts paid to Mr. Greenquist in connection with the termination of his employment pursuant to his separation and release agreement.  See “—Executive Compensation Arrangements—Mark Greenquist.”

 

(9)                                 Mr. Nafus served as our Chief Revenue Officer from April 3, 2017 until his departure from our Company on October 30, 2017.  Upon Mr. Nafus’s departure from CommerceHub, all of the listed stock awards and option awards were cancelled.

 

(10)                          Mr. Nafus’ offer letter provided for a $121,875 advance on his 2017 annual performance bonus, which he was permitted to retain pursuant to his separation and release agreement.  See “—Executive Compensation Arrangements—Gary Nafus.”

 

(11)                          Includes amounts paid to Mr. Nafus in connection with his departure from CommerceHub pursuant to his separation and release agreement. See “—Executive Compensation Arrangements—Gary Nafus.”

 

(12)                          Mr. Kong served as our Executive Vice President, Products and Services until his departure from our Company on September 19, 2017.  Upon Mr. Kong’s departure from CommerceHub, other than 32,725 stock options that had vested and had been exercised prior to his departure, all of the listed stock awards and option awards were cancelled.

 

(13)                        Includes amounts of $67,869 paid in 2017 and $203,608 paid in 2018 to Mr. Kong in connection with his departure from CommerceHub pursuant to his separation and release agreement. See “—Executive Compensation Arrangements—Bill Kong.”

 

Executive Compensation Arrangements

 

We have entered into employment agreements or offer letters with each of our named executive officers. These arrangements provide, or provided, for at-will employment and generally include, or included, the named executive officer’s initial base salary and an indication of eligibility for an annual cash bonus and equity awards. The material terms of the employment arrangements of each named executive officer in effect during 2017 are described below.

 

Francis Poore

 

Converted CEO Award

 

As discussed in “¾Compensation Discussion and Analysis” above, the SARs previously granted to Mr. Poore in January 2011 were converted into the Converted CEO Award in July 2016 and fully vested in January 2017 following the achievement of the revenue milestone specified in the award agreement. The Converted CEO Award expires on January 10, 2021.  The other terms of the Converted CEO Award are governed by the legacy SAR plan.

 

2016 CEO Employment Agreement

 

On June 25, 2016, Liberty Interactive’s compensation committee approved a new compensation arrangement with Mr. Poore, which was memorialized in a definitive employment agreement between CommerceHub and Mr. Poore, dated effective as of June 28, 2016 (the “2016 CEO Employment Agreement”). The term of Mr. Poore’s employment would have expired on January 10, 2017 pursuant to the amended terms of Mr. Poore’s prior employment agreement if we or Mr. Poore had provided a notice of termination at least 60 days before such date. Regardless of whether the Spin-Off was completed, we wished to retain Mr. Poore’s service as our President and Chief Executive Officer beyond January 10, 2017 and began negotiating a new employment agreement to incent Mr. Poore to remain with our Company. In addition, consistent with our compensation philosophy, we believed that a new grant of equity would be instrumental to retaining Mr. Poore’s services on a long-term basis.

 

The 2016 CEO Employment Agreement provides for a four-year employment term ending on June 27, 2020

 

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(the “CEO Employment Period”), with an initial annual base salary of $400,000, an annual target cash bonus equal to 100% of the applicable year’s base salary beginning in 2017, the CEO Multi-Year Awards (as defined below) and other customary benefits and terms. The 2016 CEO Employment Agreement also increased Mr. Poore’s maximum annual bonus under the 2017 bonus program described above from 75% of his base salary to 100% of his base salary.

 

In connection with the approval of the terms of the 2016 CEO Employment Agreement, Liberty Interactive’s compensation committee also approved a one-time grant of 1,057,048 SARs to Mr. Poore pursuant to the 2010 SAR plan, which had an initial exercise price of $35.64 per SAR. In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, this grant was converted into stock options to purchase 2,306,155 CHUBK shares at an exercise price of $16.34 per share (the “CEO Multi-Year Awards”). 25% of the CEO Multi-Year Awards vested on June 28, 2017 (the “First Vesting Date”), with 1/36 of the remaining options vesting on each monthly anniversary of the First Vesting Date and the last 1/36 of the remaining options vesting on June 27, 2020, in each case subject to Mr. Poore being employed by us on the applicable vesting date. The CEO Multi-Year Awards have a term of ten years. We discuss the other terms of the CEO Multi-Year Awards below, which are governed by the award agreement relating to the CEO Multi-Year Awards and the legacy SAR plan.

 

In addition, the 2016 CEO Employment Agreement and the award agreements relating to Mr. Poore’s equity awards provide for certain compensation and benefits following a termination of employment or change in control, which are described in “¾Potential Payments upon Termination or Change in Control” below.

 

Michael Trimarchi

 

In connection with Mr. Trimarchi joining our Company as Chief Accounting Officer in May 2016, we provided him with an offer letter establishing the terms of his employment, including his compensation. His offer letter provided for (i) an annual base salary of $300,000, (ii) an annual bonus target of 60% of base salary, subject to 100% achievement of performance goals, and (iii) a grant of time-vesting SARs with a Black-Scholes value of $500,000 and a grant of performance-based SARs with a Black-Scholes value of $100,000.  In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, Mr. Trimarchi’s time-vesting SAR awards were converted into time-vesting stock options to purchase 93,633 CHUBK shares at an exercise price of $16.34 per share (the “Converted Trimarchi Time-Vesting Award”). These stock options vest in equal annual installments on the first four anniversaries of the May 19, 2016 grant date, subject to Mr. Trimarchi being employed by us on the applicable vesting date, and have a term of 10 years. Additionally, Mr. Trimarchi’s performance-based SAR awards were converted into performance-based stock options to purchase 18,727 CHUBK shares at an exercise price of $16.34 per share (the “Converted Trimarchi Performance-Based Award” and, together with the Converted Trimarchi Time-Vesting Award, the “Converted Trimarchi Awards”).  These stock options were subject to the Company’s satisfaction of certain performance criteria that were subsequently met, resulting in the vesting of the option award on March 1, 2018. The other terms of the foregoing stock options are governed by the legacy SAR plan.

 

In March 2017, our compensation committee granted Mr. Trimarchi 61,103 stock options with an exercise price of $16.30 and 26,840 RSUs, in each case relating to CHUBK shares (the “2017 Trimarchi Awards”).  The 2017 Trimarchi Awards vest in equal annual installments on each of the first four anniversaries of the March 15, 2017 grant date, subject to Mr. Trimarchi being employed by us on the applicable vesting date, and the stock options expire on March 15, 2027.

 

On May 9, 2017, Mr. Trimarchi was promoted to the role of Chief Commercial Officer.  In connection with that promotion, the compensation committee increased Mr. Trimarchi’s annual base salary to $350,000 and his annual bonus target to 75% of base salary.

 

In December 2017, Mr. Trimarchi was promoted to the additional roles of Chief Financial Officer and Treasurer.  In connection with that promotion, the compensation committee increased Mr. Trimarchi’s annual base salary to $365,000 and his annual bonus target to 80% of base salary.  However, as the change occurred late in the year, management did not utilize the increased rate for determining Mr. Trimarchi’s 2017 bonus.

 

The award agreements governing Mr. Trimarchi’s equity awards provide for certain compensation and benefits following a termination of employment which are described in “¾Potential Payments upon Termination or Change in Control” below.

 

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Richard Jones

 

Converted CTO Awards

 

As discussed in “¾Compensation Discussion and Analysis” above, the SARs previously granted to Mr. Jones in January 2011 were converted into the Converted 2011 CTO Award in July 2016 and fully vested in January 2017 following the achievement of the revenue milestone specified in the award agreement.  The Converted 2011 CTO Award expires on January 14, 2021. The other terms of the Converted 2011 CTO Award are governed by the legacy SAR plan.

 

In accordance with a 2013 amendment to his prior employment agreement, Mr. Jones received an award of 100,000 SARs vesting in four equal installments on each of the first four anniversaries of the May 10, 2013 grant date. At the time of the Spin-Off, there was one installment of this award that was unexercised, which was converted in connection with the Spin-Off into stock options to purchase 54,542 CHUBK shares at an exercise price of $6.25 per share (the “Converted 2013 CTO Award” and, together with the Converted 2011 CTO Award, the “Converted CTO Awards”) pursuant to the antidilution provisions of the 2010 SAR plan. This award vested on May 10, 2017 and expires on May 10, 2023. The other terms of the Converted 2013 CTO Award are governed by the legacy SAR plan.

 

2016 CTO Employment Agreement

 

In July 2016, we entered into an amended and restated employment agreement with Mr. Jones (the “2016 CTO Employment Agreement”) that replaced his prior amended employment agreement. The 2016 CTO Employment Agreement provides for (i) a four-and-a-half-year employment term from July 20, 2016 to January 20, 2021, (ii) an annual base salary of $300,000, (iii) an annual bonus of up to a maximum of 50% of base salary commencing with the 2016 annual bonus and (iv) a grant of 300,429 SARs, which had an initial exercise price of $35.64 per SAR. In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, Mr. Jones’s 2016 SAR award was converted into stock options to purchase 655,444 CHUBK shares at an exercise price of $16.34 per share (the “CTO Multi-Year Awards”).  The CTO Multi-Year Awards have a term of 10 years and vest in 22.22% installments on each of the first three anniversaries of the July 20, 2016 grant date and in a final 33.34% installment on January 20, 2021, subject to Mr. Jones being employed by us on the applicable vesting date. The other terms of these stock options are governed by the legacy SAR plan.

 

In addition, as described below, the 2016 CTO Employment Agreement and the award agreements relating to Mr. Jones’s equity awards provide for certain compensation and benefits following a termination of employment or change in control, which are described in “¾Potential Payments upon Termination or Change in Control” below.

 

John Hinkle

 

In connection with Mr. Hinkle joining CommerceHub as Executive Vice President, Production Systems in June 2013, the Company and Mr. Hinkle executed an offer letter establishing the terms of his employment.  In October 2013, we provided Mr. Hinkle with a grant of 25,000 time-vesting SARs (the “2013 Hinkle SARs”). In July 2016, the offer letter and the terms of his employment were amended to provide for: (i) an annual base salary of $255,000, (ii) an annual bonus target of 40% of base salary, subject to achievement of performance goals, and (iii) an additional grant of 28,970 time-vesting SARs (the “2016 Hinkle SARs”). In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, the then-outstanding 2013 Hinkle SARs were converted into stock options to purchase 39,270 CHUBK shares at an exercise price of $6.25 per share. These stock options expire on October 7, 2023 and vested prior to December 31, 2017. Additionally, the 2016 Hinkle SARs were converted into stock options to purchase 63,203 CHUBK shares at an exercise price of $16.34 per share. These stock options expire on July 20, 2026 and vest in 22.22% installments on each of the first three anniversaries of the July 20, 2016 grant date and in a final 33.34% installment on January 20, 2021, subject to Mr. Hinkle being employed by us on the applicable vesting date. We refer to the foregoing stock options collectively as the “Converted Hinkle Awards.”  The other terms of the Converted Hinkle Awards are governed by the legacy SAR plan.

 

In November 2016, our compensation committee granted Mr. Hinkle 17,156 stock options to purchase CHUBK shares with an exercise price of $14.33 per share (the “2016 Hinkle Award”).  The stock options expire on November 9, 2026 and vest in equal annual installments on the first four anniversaries of the November 9, 2016 grant

 

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date, subject to Mr. Hinkle being employed by us on the applicable vesting date.

 

In March 2017, our compensation committee granted Mr. Hinkle 43,645 stock options with an exercise price of $16.30 and 19,171 RSUs, in each case relating to CHUBK shares (the “March 2017 Hinkle Awards”).  The March 2017 Hinkle Awards vest in equal annual installments on the first four anniversaries of the March 15, 2017 grant date, subject to Mr. Hinkle being employed by us on the applicable vesting date, and the stock options expire on March 15, 2027.

 

In October 2016, Mr. Hinkle’s annual base salary was increased to $275,000.  Then, in March 2017, the compensation committee increased Mr. Hinkle’s annual base salary to $285,000 and his annual bonus target to 45% of base salary as a cost of living adjustment.  Additionally, in May 2017, in connection with certain internal organizational changes and Mr. Hinkle’s assumption of responsibility for our Company’s software engineering organization, the compensation committee increased Mr. Hinkle’s base salary to $325,000 and his annual bonus target to 50% of base salary, and granted Mr. Hinkle 4,400 stock options with an exercise price of $17.34 and 1,903 RSUs, in each case relating to CHUBK shares (the “May 2017 Hinkle Awards” and, together with the 2016 Hinkle Award and the March 2017 Hinkle Awards, the “2016-2017 Hinkle Awards”).  The May 2017 Hinkle Awards vest in equal annual installments on the first four anniversaries of the May 25, 2017 grant date, subject to Mr. Hinkle being employed by us on the applicable vesting date, and the stock options expire on May 25, 2027.

 

The award agreements governing Mr. Hinkle’s equity awards provide for certain compensation and benefits following a termination of employment which are described in “¾Potential Payments upon Termination or Change in Control” below.

 

Douglas Wolfson

 

In connection with Mr. Wolfson joining CommerceHub as Vice President and General Counsel in March 2014, the Company and Mr. Wolfson executed an offer letter establishing the terms of his employment.  At that time, Mr. Wolfson received a grant of 10,000 time-vesting SARs (the “2014 Wolfson SARs”).  In January 2015, Mr. Wolfson received an additional grant of 10,000 time-vesting SARs (the “2015 Wolfson SARs”).  In July 2016, the prior offer letter and the terms of Mr. Wolfson’s employment were amended to provide for: (i) an annual base salary of $275,000, (ii) an annual bonus target of 45% of base salary, subject to achievement of performance goals and (iii) an additional grant of 86,910 time-vesting SARs (the “2016 Wolfson SARs”).  In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan: (i) the then-outstanding 2014 Wolfson SARs were converted into stock options to purchase 10,908 CHUBK shares with an exercise price of $8.22, which expire on March 26, 2024 and vested in 50% installments on each of March 26, 2017 and 2018, subject to Mr. Wolfson being employed by us on the applicable vesting date; (ii) the then-outstanding 2015 Wolfson SARs were converted into stock options to purchase 16,362 CHUBK shares with an exercise price of $10.74, which expire on January 29, 2025 and vest in one-third installments on each of January 29, 2017, 2018 and 2019, subject to Mr. Wolfson being employed by us on the applicable vesting date; and (iii) the 2016 Wolfson SARs were converted into stock options to purchase 189,611 CHUBK shares with an exercise price of $16.34, which expire on July 20, 2026 and vest in 22.22% installments on each of the first three anniversaries of the July 20, 2016 grant date and in a final 33.34% installment on January 20, 2021, subject to Mr. Wolfson being employed by us on the applicable vesting date (the “Converted 2016 Wolfson Award”). We refer to the foregoing stock options collectively as the “Converted Wolfson Awards.” The other terms of the Converted Wolfson Awards are governed by the legacy SAR plan.

 

In March 2017, our compensation committee granted Mr. Wolfson 48,882 stock options with an exercise price of $16.30 and 27,472 RSUs, in each case relating to CHUBK shares (the “2017 Wolfson Awards”).  The 2017 Wolfson Awards vest in equal annual installments on the first four anniversaries of the March 15, 2017 grant date, subject to Mr. Wolfson being employed by us on the applicable vesting date, and the stock options expire on March 15, 2027.  Also in March 2017, the compensation committee increased Mr. Wolfson’s annual base salary to $285,000.

 

The award agreements governing Mr. Wolfson’s equity awards provide for certain compensation and benefits following a termination of employment which are described in “—Potential Payments upon Termination or Change in Control” below.

 

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Mark Greenquist

 

In connection with Mr. Greenquist joining CommerceHub as Chief Financial Officer and Treasurer in June 2016, the Company and Mr. Greenquist executed an offer letter establishing the terms of his employment, including his compensation. His offer letter provided for (i) an annual base salary of $350,000, (ii) an annual bonus target of 75% of base salary, subject to 100% achievement of performance goals, and (iii) a grant of 140,000 time-vesting SARs (the “2016 Greenquist SARs”). In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, the 2016 Greenquist SARs were converted into stock options to purchase 305,437 CHUBK shares at an exercise price of $16.34 per share (the “Converted Greenquist Award”). These stock options were scheduled to vest in equal annual installments on the first four anniversaries of the July 20, 2016 grant date, subject to Mr. Greenquist being employed by us on the applicable vesting date, and had a term of 10 years. The other terms of these stock options are governed by the legacy SAR plan.

 

In March 2017, our compensation committee granted Mr. Greenquist 56,913 stock options with an exercise price of $16.30 and 25,000 RSUs, in each case relating to CHUBK shares (the “2017 Greenquist Awards” and, together with the Converted Greenquist Award, the “Greenquist Awards”).  The 2017 Greenquist Awards were scheduled to vest in equal annual installments on the first four anniversaries of the March 15, 2017 grant date, subject to Mr. Greenquist being employed by us on the applicable vesting date, and the stock options were scheduled to expire on March 15, 2027.

 

On December 14, 2017, we entered into a separation and release agreement with Mr. Greenquist that provided for (i) a severance payment of $350,000, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA until the date that he receives equivalent coverage from a new employer or December 31, 2018, in exchange, in part, for a general release of claims.  Pursuant to the agreement, Mr. Greenquist’s role as Chief Financial Officer and Treasurer of the Company ended effective immediately, following which he remained with the Company in a non-officer advisory capacity through December 31, 2017.  Also pursuant to the agreement, Mr. Greenquist remained eligible to earn a cash bonus under the Company’s 2017 executive bonus program calculated in accordance with the manner in which such bonus would have been calculated and paid pursuant to the 2017 executive bonus program, but without discretionary adjustment for individual performance had he remained employed as an executive officer through the date on which such 2017 annual bonus is paid to the other members of the executive team.  In connection with the termination of Mr. Greenquist’s employment, all unvested Greenquist Awards were cancelled.

 

The award agreement governing Mr. Greenquist’s vested equity awards as of December 31, 2017 provided for certain rights following a termination of employment which are described in “—Potential Payments upon Termination or Change in Control” below.

 

Gary Nafus

 

In connection with Mr. Nafus joining CommerceHub as Chief Revenue Officer in April 2017, the Company and Mr. Nafus executed an offer letter establishing the terms of his employment, including his compensation. His offer letter provided for: (i) an annual base salary of $350,000, (ii) an annual bonus target of 75% of base salary, subject to 100% achievement of performance goals, (iii) the prepayment of $121,875 of the target annual bonus for 2017, and (iv) grants of 45,264 stock options with an exercise price of $16.48 and 59,162 RSUs, in each case relating to CHUBK shares.  These awards were scheduled to vest in equal annual installments on the first four anniversaries of Mr. Nafus’s April 3, 2017 employment start date, subject to Mr. Nafus being employed by us on the applicable vesting date, and the stock options were scheduled to expire on May 10, 2027.

 

We and Mr. Nafus entered in a separation and release agreement, dated as of October 26, 2017, in connection with his departure from CommerceHub effective October 30, 2017.  The agreement provided that he would receive (i) a severance payment of $160,000, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA until the date that he receives equivalent coverage from a new employer or November 30, 2018, in exchange, in part, for a general release of claims.  Also pursuant to the agreement, he would not be required to repay the $121,875 advance on his annual performance bonus.  In connection with Mr. Nafus’s departure from CommerceHub, all of his equity awards, none of which had vested, were cancelled.

 

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Bill Kong

 

In connection with Mr. Kong joining CommerceHub as Executive Vice President, Products and Services in May 2016, the Company and Mr. Kong executed an offer letter establishing the terms of his employment, including his compensation. His offer letter provided for: (i) an annual base salary of $275,000, (ii) an annual bonus target of 40% of base salary, subject to 100% achievement of performance goals, and (iii) a grant of 60,000 time-vesting SARs.  In connection with the Spin-Off, pursuant to the antidilution provisions of the 2010 SAR plan, Mr. Kong’s SAR award was converted into stock options to purchase 130,901 CHUBK shares at an exercise price of $16.34 per share (the “Converted Kong Awards”). The Converted Kong Awards were scheduled to vest in equal annual installments on the first four anniversaries of the May 19, 2016 grant date, subject to Mr. Kong being employed by us on the applicable vesting date, and they had a term of 10 years. The other terms of the Converted Kong Awards were governed by the legacy SAR plan.

 

In March 2017, our compensation committee granted Mr. Kong 34,916 stock options with an exercise price of $16.30 and 15,337 RSUs, in each case relating to CHUBK shares (the “2017 Kong Awards” and, together with the Converted Kong Awards, the “Kong Awards”).  The 2017 Kong Awards were scheduled to vest in equal annual installments on the first four anniversaries of the March 15, 2017 grant date, subject to Mr. Kong being employed by us on the applicable vesting date, and the stock options were scheduled to expire on March 15, 2017.

 

We and Mr. Kong entered in a separation and release agreement, dated as of September 25, 2017, in connection with his departure from CommerceHub effective September 19, 2017. The agreement provided that he would receive (i) a severance payment of $271,477, (ii) payment for accrued but unused vacation time and (iii) reimbursement for continued health care coverage pursuant to COBRA through September 30, 2018, in exchange, in part, for a general release of claims. In connection with Mr. Kong’s departure from CommerceHub, all unvested Kong Awards were cancelled.

 

Equity Award Grant Policy

 

In December 2016, the compensation committee approved an equity award grant policy setting fixed grant dates, subject to compliance with our insider trading policy, to ensure the integrity of our award granting process. Generally, annual equity award grants to our executive officers and other employees who participate in our equity incentive programs from time to time are made on March 15 of each year, and any change or exception to this annual grant date must be approved by our board of directors or the compensation committee. Outside of these annual awards, other equity award grants to our non-executive employees and independent contractors, including in connection with new hirings and promotions or other special recognition situations, are generally made (pursuant to a delegation of authority approved by the compensation committee) by our award committee or the chair of the compensation committee on March 15, June 15, September 15 and December 15 of each year. Any grants made pursuant to this delegation of authority are reported to the compensation committee at its next regular meeting.

 

Annual equity awards to our nonemployee directors are made each year by our board of directors on or as of the date of our annual meeting of stockholders, and any exceptions to this annual grant date must be approved by our board of directors. In addition, grants to new nonemployee directors appointed by our board to fill a vacancy will generally be made on the date of the new director’s appointment to our board. The equity award grant policy also permits transaction-related equity award grants to be made as of the closing date of the applicable transaction or, if later, the date on which the recipient begins employment or other service with our Company, and also permits for certain other equity award grants to be made during non-blackout periods under our insider trading policy.

 

Equity Incentive Plans in which our Named Executive Officers Participate

 

Second Amended and Restated CommerceHub, Inc. 2016 Omnibus Incentive Plan

 

The incentive plan is designed to provide additional remuneration to executive officers and other employees of our Company, our nonemployee directors and independent contractors, and to encourage their investment in our capital stock, thereby increasing their proprietary interest in our business. Non-qualified stock options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing may be granted under the incentive plan. As of January 1, 2018, the maximum number of shares of our common stock with respect to which

 

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awards may be granted is 17,520,024, which reflects the original 13,200,000 shares of common stock, plus the increased shares in 2018 and 2017 (as described below), subject to antidilution and other adjustment provisions of the incentive plan. The number of shares available for issuance will be increased on the first day of every calendar year beginning in 2017 in an amount equal to (i) 5% of the outstanding shares of our common stock on the last day of the immediately preceding calendar year or (ii) such number of shares of our common stock determined by the board of directors.  With limited exceptions, under the incentive plan, no employee or independent contractor may be granted in any calendar year awards of stock options or SARs covering more than 3,000,000 shares of our common stock, subject to antidilution and other adjustment provisions of the incentive plan, or may receive payments for cash awards in excess of $4.0 million. No nonemployee director may be granted, during any calendar year, awards having a value (as determined on the grant date of such award) in excess of $1.0 million, increased to $2.0 million in connection with such nonemployee director’s initial year of service on our board of directors.  Shares of our common stock issuable pursuant to awards will be made available from either authorized but unissued shares or shares of our common stock that we have issued but reacquired, including shares purchased in the open market. Awards granted to our executive officers and other employees and independent contractors under the incentive plan are administered by the compensation committee of our board of directors, and awards granted to nonemployee directors are administered by our full board of directors. Our compensation committee has delegated authority to grant awards to the chair of the compensation committee and to the award committee, in each case solely with respect to awards to our non-executive employees and within certain parameters established by our compensation committee.

 

Legacy SAR Plan

 

All of the option awards with respect to shares of CHUBK that were issued to holders of SARs relating to common stock of CTI as a result of the Spin-Off were issued pursuant to the legacy SAR plan. The legacy SAR plan governs the terms and conditions of these option awards but will not be used to make any grants following the Spin-Off.

 

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Grants of Plan-Based Awards

 

The following table contains information regarding plan-based incentive awards granted during the year ended December 31, 2017 to our named executive officers.

 

 

 

 

 

Committee

 

Estimated Future Payouts under
Non-Equity Incentive Plan
Awards

 

All Other
Stock
Awards:
Number of
Shares of

 

All Other
Option
Awards:
Number of
Securities

 

Exercise
or Base
Price of
Option

 

Grant
Date Fair
Value of
Stock and
Options

 

Name

 

Grant Date

 

Action
Date

 

Threshold
($)(1)

 

Target
($)(2)

 

Maximum
($)(2)

 

Stock or
Units (#)

 

Underlying
Options (#)

 

Awards
($/Sh)

 

Awards
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Francis Poore

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)

 

400,000

 

600,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Trimarchi

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)(5)

 

262,500

 

393,750

 

 

 

 

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

 

61,103

 

16.30

 

437,497

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

26,840

 

 

 

437,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Jones

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

 

 

150,000

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Hinkle

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)(6)

 

162,500

 

243,750

 

 

 

 

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

 

43,645

 

16.30

 

312,498

 

CHUBK

 

5/25/2017

 

 

(7)

 

 

 

 

4,400

 

17.34

 

33,000

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

19,171

 

 

 

312,487

 

CHUBK

 

5/25/2017

 

 

(7)

 

 

 

1,903

 

 

 

32,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas Wolfson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)

 

128,250

 

192,375

 

 

 

 

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

 

48,882

 

16.30

 

349,995

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

21,472

 

 

 

349,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Greenquist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)

 

262,500

 

393,750

 

 

 

 

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

 

56,913

 

16.30

 

407,497

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

25,000

 

 

 

407,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Nafus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/30/2017

 

 

(8)

 

262,500

 

393,750

 

 

 

 

 

CHUBK

 

5/10/2017

 

3/30/2017

(8)

 

 

 

 

45,264

 

16.48

 

342,996

 

CHUBK

 

5/10/2017

 

3/30/2017

(8)

 

 

 

59,162

 

 

 

974,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bill Kong

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/10/2017

 

 

(3)

 

110,000

 

165,000

 

 

 

 

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

 

34,916

 

16.30

 

249,999

 

CHUBK

 

3/15/2017

 

3/10/2017

(4)

 

 

 

15,337

 

 

 

249,993

 

 

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(1)         Our 2017 performance-based bonus program does not provide for a threshold bonus amount.

 

(2)         Represents the target and maximum bonus amounts payable under the 2017 executive bonus program, as determined by the compensation committee. See “¾Compensation Discussion and Analysis¾Elements of 2017 Executive Compensation¾2017 Executive Bonus Program.”  For the actual bonuses paid by our Company, see the amounts included for 2017 in the column entitled Non-Equity Incentive Plan Compensation in “¾Summary Compensation Table” above.

 

(3)         Reflects the date on which our compensation committee established the terms of the 2017 executive bonus program, as described in “—Compensation Discussion and Analysis—Elements of 2017 Executive Compensation¾2017 Executive Bonus Program” above.

 

(4)         Reflects the date on which our compensation committee approved the 2017 awards of stock options and RSUs granted to Messrs. Trimarchi, Hinkle, Wolfson, Greenquist and Kong.

 

(5)         Mr. Trimarchi’s target/minimum non-equity incentive plan award was increased from $180,000 to $262,500 in May 2017 as a result of his promotion to the role of Chief Commercial Officer, and from $262,500 to $292,000 in December 2017 as a result of his further promotion to the additional roles of Chief Financial Officer and Treasurer. However, the December 2017 increase was not given effect for the 2017 executive bonus plan payout because it occurred near the end of the year.

 

(6)         Mr. Hinkle’s target/maximum non-equity incentive plan award was increased from $128,250 to $162,500 in May 2017 in connection with certain internal organizational changes and Mr. Hinkle’s assumption of responsibility for our Company’s software engineering organization.

 

(7)         Reflects the date on which the compensation committee approved the grant to Mr. Hinkle of additional RSUs and option awards, as described in “—Compensation and Analysis—Elements of 2017 Executive Compensation—2017 Equity Awards.”

 

(8)         Reflects the date on which the compensation committee approved Mr. Nafus’s non-equity incentive plan award target and the grant of Mr. Nafus’ 2017 RSUs and option awards, as described in “—Compensation Discussion and Analysis—Elements of Executive Compensation—2017 Equity Awards.”

 

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Outstanding Equity Awards at Fiscal Year-End

 

The following table contains information regarding unexercised options and unvested awards of RSUs which were outstanding as of December 31, 2017 and held by the named executive officers.

 

 

 

Option awards

 

Stock awards

 

Name

 

Number of
securities
underlying
unexercised
options (#)
Exercisable

 

Number of
securities
underlying
unexercised
options (#)
Unexercisable

 

Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options (#)

 

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 ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Francis Poore

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011CHUBK Award

 

763,593

 

¾

 

¾

 

2.65

 

1/10/2021

 

¾

 

¾

 

2016 CHUBK Award

 

864,809

 

1,441,347

(1)

¾

 

16.34

 

6/28/2026

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Trimarchi

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 CHUBK Award

 

23,408

 

70,225

(2)

¾

 

16.34

 

5/19/2026

 

¾

 

¾

 

2016 CHUBK Award

 

¾

 

¾

 

18,727

(3)

16.34

 

5/19/2026

 

¾

 

¾

 

2017 CHUBK Award

 

¾

 

61,103

(4)

¾

 

16.30

 

3/15/2027

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 CHUBK Award

 

¾

 

¾

 

¾

 

¾

 

¾

 

26,840

(4)

552,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Jones

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 CHUBK Award

 

174,535

 

¾

 

¾

 

2.66

 

1/14/2021

 

¾

 

¾

 

2013 CHUBK Award

 

54,542

 

¾

 

¾

 

6.25

 

5/10/2023

 

¾

 

¾

 

2016 CHUBK Award

 

145,639

 

509,805

(5)

¾

 

16.34

 

7/20/2026

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Hinkle

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 CHUBK Award

 

39,270

 

¾

 

¾

 

6.25

 

10/07/2023

 

¾

 

¾

 

2016 CHUBK Award

 

14,043

 

49,160

(5)

¾

 

16.34

 

7/20/2026

 

¾

 

¾

 

2016 CHUBK Award

 

4,289

 

12,867

(6)

¾

 

14.33

 

11/09/2026

 

¾

 

¾

 

2017 CHUBK Award

 

¾

 

43,645

(4)

¾

 

16.30

 

3/15/2027

 

¾

 

¾

 

2017 CHUBK Award

 

¾

 

4,400

(7)

¾

 

17.34

 

5/25/2027

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 CHUBK Award

 

¾

 

¾

 

¾

 

¾

 

¾

 

19,171

(4)

394,731

 

2017 CHUBK Award

 

¾

 

¾

 

¾

 

¾

 

¾

 

1,903

(7)

39,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas Wolfson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014 CHUBK Award

 

5,454

 

5,454

(8)

¾

 

8.22

 

3/26/2024

 

¾

 

¾

 

2015 CHUBK Award

 

5,454

 

10,908

(9)

¾

 

10.74

 

1/29/2025

 

¾

 

¾

 

2016 CHUBK Award

 

42,131

 

147,480

(5)

¾

 

16.34

 

7/20/2026

 

¾

 

¾

 

2017 CHUBK Award

 

¾

 

48,882

(4)

¾

 

16.30

 

3/15/2027

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 CHUBK Award

 

¾

 

¾

 

¾

 

¾

 

¾

 

21,472

(4)

442,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Greenquist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Award

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 CHUBK Award

 

76,359

 

¾

 

¾

 

16.34

 

3/31/2018

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gary Nafus(10)

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bill Kong(10)

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

¾

 

 

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(1)                                  25% of the options vested on the First Vesting Date, and 1/36 of the remaining options vest on each monthly anniversary of the First Vesting Date. As of December 31, 2017, 6/36 of the remaining options had vested, leaving 30/36 of the remaining options unvested.

 

(2)                                  25% of the options vested on May 19, 2017.  The remainder vests in three equal installments on each of May 19, 2018, May 19, 2019 and May 19, 2020.

 

(3)                                  The option award is subject to the Company’s satisfaction of certain performance criteria. The performance criteria were met, resulting in the vesting of the option award on March 1, 2018.

 

(4)                                  Vests in four equal annual installments on each anniversary of the March 15, 2017 grant date.

 

(5)                                  22.22% of this award vested on July 20, 2017.  An additional 22.22% of this award vests on each of July 20, 2018 and July 20, 2019, and the final 33.34% of this award vests on January 20, 2021.

 

(6)                                  25% of the options vested on November 9, 2017.  The remainder vests in three equal installments on each of November 9, 2018, November 9, 2019 and November 9, 2020.

 

(7)                                  Vests in four equal annual installments on each anniversary of the May 25, 2017 grant date.

 

(8)                                  50% of the options vested on March 26, 2017.  The remaining 50% vests on March 26, 2018.

 

(9)                                  One-third of the options vested on January 29, 2017.  The remainder vests in two equal installments on each of January 29, 2018 and January 29, 2019.

 

(10)                            Messrs. Nafus and Kong did not have any outstanding equity awards as of December 31, 2017.

 

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Table of Contents

 

Option Exercises and Stock Vested

 

The following table sets forth information concerning the exercise of vested options held by our named executive officers during the year ended December 31, 2017. None of our named executive officers other than Bill Kong exercised vested options during the year ended December 31, 2017. None of our named executive officers had any stock awards, including restricted stock, RSUs and similar instruments, that vested during the year ended December 31, 2017.

 

 

 

Option Awards

 

Name

 

Number of
shares
acquired on
exercise (#)

 

Value
realized on
exercise ($)

 

 

 

 

 

 

 

Bill Kong

 

 

 

 

 

CHUBK

 

32,725

 

87,703

 

 

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Table of Contents

 

Potential Payments upon Termination or a Change in Control

 

The below discussion relates to the employment arrangements of our named executive officers other than Messrs. Greenquist, Nafus and Kong, each of whom departed from CommerceHub during 2017 and entered into a separation and release agreement with us.  The severance arrangements pursuant to the respective separation and release agreements for each of Messrs. Greenquist, Nafus and Kong are described above in “—Executive Compensation Arrangements.”

 

The table following the below discussion sets forth the potential payments to our named executive officers if their employment with our Company were to have terminated or a change in control were to have occurred, in each case, as of December 29, 2017, which was the last business day of our last completed fiscal year. The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table.

 

Francis Poore

 

The 2016 CEO Employment Agreement provides for the following payments, acceleration of vesting and benefits, depending on the reason for Mr. Poore’s termination of employment or whether a change in control has occurred.  Except as described below, Mr. Poore is not entitled to any payments or benefits upon a termination of his employment or a change in control.

 

Termination for Cause.  If Mr. Poore is terminated for cause (as defined in the 2016 CEO Employment Agreement), he will be entitled to his accrued unpaid base salary, accrued unused paid time off, unpaid expense reimbursement, amounts accrued under our employee benefit plans and programs as of the date of termination that are required under the terms of such plans to be paid to Mr. Poore notwithstanding his termination, and any other amounts due under applicable law (collectively, the “Standard Entitlements”).  In addition, he will immediately forfeit his Converted CEO Award and the unvested portion of his CEO Multi-Year Awards, and the vested, unexercised portion of his CEO Multi-Year Awards will remain exercisable for 90 days following the date of such termination, but in no event past the original term of such awards.

 

Termination for Good Reason or without Cause.  If, during the CEO Employment Period, Mr. Poore is terminated without cause or resigns for good reason (as defined in the 2016 CEO Employment Agreement), he is entitled to: (i) the Standard Entitlements, (ii) a salary continuation severance payment equal to two times his annual base salary, to be paid in 24 equal payroll installments, (iii) an additional lump sum severance payment equal to a pro rata portion of his annual base salary based on the number of days he was employed during the year of termination (the “Additional Payment”), (iv) any annual cash bonus that has been declared as of the date of the termination with respect to the prior calendar year and which has not yet been paid (“Unpaid Bonus”), (v) if he elects continued coverage under our medical plan(s), the applicable premium required for COBRA continuation coverage for Mr. Poore and his spouse and eligible dependents (as applicable), until the earlier of (a) the date he receives equivalent coverage from a successor employer and (b) the first anniversary of the date of termination, and (vi) continued participation in any life insurance plan (if permitted under such plan) until the earlier of (a) the date he receives equivalent coverage from a successor employer and (b) the first anniversary of the date of termination.

 

If Mr. Poore is terminated without cause or resigns for good reason during the CEO Employment Period, a pro rata portion of the unvested CEO Multi-Year Awards will accelerate and vest based on the number obtained by dividing (x) the number of days between June 28, 2016 and the date of his termination plus 548 calendar days by (y) the total number of days in the vesting period established by the award agreement relating to the CEO Multi-Year Awards (not to exceed the total number of unvested CEO Multi-Year Awards at such time).

 

Additionally, Mr. Poore may exercise the Converted CEO Award until the one-year anniversary of the date of termination.

 

As a condition to Mr. Poore’s receipt of any severance payments or benefits (aside from the Standard Entitlements) following his termination without cause or for good reason, as well as to any acceleration of vesting or extension of exercise periods for the CEO Multi-Year Awards described above in connection with a termination without cause or for good reason, Mr. Poore must execute a severance agreement and general release in accordance

 

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with the procedures set forth in the 2016 CEO Employment Agreement. Mr. Poore’s receipt and retention of severance benefits (aside from the Standard Entitlements) upon any termination of employment is also conditioned on his compliance with the post-termination non-compete, non-disclosure and non-interference restrictions in his employment agreement, which generally continue for two years following a termination of his employment.

 

Voluntary Termination without Good Reason.  If, during the CEO Employment Period, Mr. Poore terminates his employment without good reason, he will receive the Standard Entitlements and will immediately forfeit the unvested portion of his CEO Multi-Year Awards.  The vested, unexercised portion of the CEO Multi-Year Awards will remain exercisable for 120 days following the date of such termination, but in no event past the original term of such awards. Additionally, Mr. Poore may exercise the Converted CEO Award until the one-year anniversary of the date of termination.

 

Termination due to Death or Disability.  If Mr. Poore’s employment terminates during the CEO Employment Period due to death or disability (as defined in the 2016 CEO Employment Agreement), he is entitled to the Standard Entitlements, Unpaid Bonus, a lump-sum severance payment equal to his annual base salary, the Additional Payment and accelerated vesting of any unvested CEO Multi-Year Awards. All of the vested CEO Multi-Year Awards (after giving effect to such acceleration) will remain exercisable for two years following the date of termination, but in no event past the original term of such awards. Additionally, Mr. Poore may exercise the Converted CEO Award until the one-year anniversary of the date of termination.

 

Change in Control.  If a change in control occurs at any time during the CEO Employment Period (aside from a change in control in which Mr. Poore’s employment is terminated without cause or for good reason within 90 days preceding or concurrently with such change in control) and, following such transaction, (i) the CEO Multi-Year Awards do not (x) continue to be outstanding and governed by the legacy SAR plan and (y) remain contractually enforceable against us or our successor and (ii) the compensation committee has not taken equitable action to replace the CEO Multi-Year Awards with equivalent new awards or have the successor entity assume the CEO Multi-Year Awards (the “Award Conditions”), all of the outstanding unvested CEO Multi-Year Awards will accelerate and vest immediately prior to the closing of the change in control transaction.

 

If Mr. Poore is terminated without cause or resigns for good reason during the CEO Employment Period within 90 days prior to, or before the 18th month anniversary of the closing date of a change in control (as defined in the 2016 CEO Employment Agreement), all of the unvested CEO Multi-Year Awards will accelerate and vest. Upon a termination without cause or for good reason during the CEO Employment Period, all of the vested CEO Multi-Year Awards (including any awards that accelerated in connection with such termination) will remain exercisable for two years following the date of such termination, but in no event past the original term of such awards, except that if Mr. Poore does not timely deliver a general release to us, the exercise period would expire on the 90th day following his termination.

 

Michael Trimarchi

 

Except as described below, Mr. Trimarchi is not entitled to any payments or benefits upon a termination of his employment or a change in control.

 

Termination for Cause.  If Mr. Trimarchi is terminated for cause (as defined in the legacy SAR plan), he will forfeit any outstanding portion of the Converted Trimarchi Awards.  If Mr. Trimarchi is terminated for cause (as defined in the incentive plan), he will forfeit any outstanding portion of the 2017 Trimarchi Awards.

 

Termination for Good Reason or without Cause.

 

If Mr. Trimarchi’s employment is terminated for reasons other than for cause (as defined in the legacy SAR plan), he may exercise the vested portion of the Converted Trimarchi Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of his Converted Trimarchi Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Trimarchi Awards.

 

If Mr. Trimarchi’s employment is terminated other than for cause, death or disability, then the vested portion

 

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of his stock options under the 2017 Trimarchi Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following the termination of his employment.  In addition, Mr. Trimarchi would forfeit any unvested portion of the 2017 Trimarchi Awards.

 

Voluntary Termination.  In the case of Mr. Trimarchi’s retirement (as defined in the legacy SAR plan) from the Company, he may exercise the vested portion of the Converted Trimarchi Awards until the close of business on the three-month anniversary of the date of his termination of employment.  However, if Mr. Trimarchi voluntarily terminates his employment other than due to retirement (as defined in the legacy SAR plan), the vested portion of the Converted Trimarchi Awards would terminate.  In either case, he would forfeit the unvested portion of the Converted Trimarchi Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Trimarchi Awards.

 

If Mr. Trimarchi voluntarily terminates his employment, then the vested portion of his stock options under the 2017 Trimarchi Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following his employment.  In addition, Mr. Trimarchi would forfeit any unvested portion of the 2017 Trimarchi Awards.

 

Termination Due to Death or Disability.  If Mr. Trimarchi’s employment is terminated due to his death or disability (as defined in the legacy SAR plan), Mr. Trimarchi may exercise the vested portion of the Converted Trimarchi Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of the Converted Trimarchi Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Trimarchi Awards.

 

If Mr. Trimarchi’s employment is terminated due to his death or disability, the 2017 Trimarchi Awards will fully vest immediately, and the stock options will remain exercisable until the close of business on the first business day following the one-year anniversary of his termination of employment.

 

Change in Control.

 

If Mr. Trimarchi’s employment is terminated other than for cause (as defined in his offer letter) during the six-month period following the consummation of a change in control (as defined in his offer letter) resulting from a sale of all or substantially all of the Company’s business to a third-party acquirer, other than an exempt holder (as defined in his offer letter), the Company will pay Mr. Trimarchi a lump-sum severance amount equal to the net present value of his then-current annual base salary in effect as of the date of termination, subject to Mr. Trimarchi executing a general release in accordance with his offer letter.

 

With respect to the unvested portion of the Converted Trimarchi Awards, in the event the Company terminates Mr. Trimarchi’s employment other than for cause (as defined in the legacy SAR plan) during the six-month period following the closing date of a change in control (as defined in the related award agreement) resulting from a sale of all or substantially all of the Company’s business to a third-party acquirer, other than an Exempt Holder (as defined in the related award agreement), any stock options under the Converted Trimarchi Awards that are outstanding, but unvested, as of the date of such termination of employment will vest effective as of such date.

 

In case of a change in control, the incentive plan provides for full vesting of the 2017 Trimarchi Awards.  A change in control is generally defined in the incentive plan as:

 

·                  the acquisition by a non-exempt person (as defined in the incentive plan) of beneficial ownership of at least 20% of the combined voting power of the then outstanding shares of our Company ordinarily having the right to vote in the election of directors, other than pursuant to a transaction approved by our board of directors;

 

·                  the individuals constituting our board of directors over any two consecutive years cease to constitute at least a majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at least two-thirds of the remaining directors; or

 

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·                  any merger, consolidation or binding share exchange that causes the persons who were common stockholders of our Company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having the right to vote in the election of directors, the sale, lease or other exchange of substantially all of the assets of the Company or the dissolution of the Company.

 

We refer to any such event as an “Incentive Plan Change in Control” and to the change in control described in the last bullet point as an “Approved Transaction.”  In the case of an Approved Transaction, our compensation committee may determine not to accelerate the 2017 Trimarchi Awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made by the compensation committee.  Also, if Mr. Trimarchi is terminated without cause (as defined in the incentive plan) or pursuant to a voluntary termination for good reason (as defined in the related award agreement) within 24 months after the closing of an Approved Transaction, any unvested portion of the 2017 Trimarchi Awards will vest on the date of such termination.

 

Richard Jones

 

The 2016 CTO Employment Agreement provides for the following payments, acceleration of vesting and benefits, depending on the reason for his termination of employment or whether a change in control has occurred.  Except as described below, Mr. Jones is not entitled to any payments or benefits upon a termination of his employment or a change in control.

 

Termination for Cause.  If Mr. Jones is terminated for cause (as defined in the 2016 CTO Employment Agreement), he will be entitled to accrued unpaid salary through the date of termination, accrued unused paid time off, amounts accrued under our employee benefit plans and programs as of the date of termination that are required under the terms of such plans to be paid to Mr. Jones notwithstanding his termination, and any other amounts due under applicable law (collectively, the “CTO Entitlements”).  Mr. Jones will forfeit any outstanding portions of the Converted CTO Awards and the CTO Multi-Year Awards, regardless of whether they are vested or unvested, if his employment is terminated for cause (as defined in Mr. Jones’s 2011 employment agreement, the legacy SAR plan and the 2016 CTO Employment Agreement, respectively).  In addition, the compensation committee may also determine that conduct that constitutes grounds for forfeiture, but does not lead to a termination of employment, will result in the forfeiture of any outstanding portion of the Converted CTO Awards and the CTO Multi-Year Awards.  For purposes of the Converted 2011 CTO Award, grounds for forfeiture has the same meaning as “cause” in the 2016 CTO Employment Agreement, and for purposes of the Converted 2013 CTO Award and the CTO Multi-Year Awards, “grounds for forfeiture” is defined in the legacy SAR plan.

 

Termination without Cause or Constructive Termination without Cause.  If Mr. Jones is terminated without cause or experiences a constructive termination without cause (as defined in the 2016 CTO Employment Agreement), he is entitled to the CTO Entitlements and a lump sum severance payment equal to the net present value, discounted using the applicable federal rate for short-term obligations for the month in which the termination occurs, of one year’s base salary as in effect at the time of his termination. As a condition to Mr. Jones’s receipt of the foregoing lump sum severance payment following his termination without cause or his constructive termination without cause, Mr. Jones must execute a general release in accordance with the procedures set forth in the 2016 CTO Employment Agreement.

 

Termination due to Death or Disability. If Mr. Jones is terminated due to death or disability (as defined in the 2016 CTO Employment Agreement), he will be entitled to the CTO Entitlements.  In addition, the compensation committee may, in its sole discretion, accelerate the vesting of any portion of the Converted 2013 CTO Award and the CTO Multi-Year Awards that is unvested at the time of a termination due to death or disability (as defined in the legacy SAR plan).

 

Effect on Awards of Termination for any Reason other than for Cause.  If Mr. Jones’s employment is terminated for any reason other than for cause, including death, disability or retirement, (except as discussed below with respect to a termination other than for cause within six months following a change in control), he may exercise any vested portion of the Converted 2011 CTO Award until the earlier of the close of business on the six-month anniversary of the date of his termination of employment and the original term of such award and the Converted 2013

 

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CTO Award until the earlier of the close of business on the three-month anniversary of the date of his termination of employment and the original term of such award.  Additionally, if Mr. Jones experiences a termination without cause or a constructive termination without cause (as such terms are defined in the 2016 CTO Employment Agreement), he may exercise any vested portion of the CTO Multi-Year Awards until the earlier of the close of business on the twelve-month anniversary of the date of his termination of employment and the original term of such award, and in any other case of a termination (other than for cause), he may exercise any vested portion of the CTO Multi-Year Awards until the earlier of the close of business on the three-month anniversary of the date of his termination of employment and the original term of such award. In any of the foregoing events, he would forfeit the unvested portion of such awards. In addition, the compensation committee may, in its sole discretion, accelerate the vesting of any portions of such awards that are unvested at the time of a termination due to retirement (as defined in the legacy SAR plan) or for reasons other than cause.

 

Termination other than for Cause Within Six Months after a Change in Control. If we terminate Mr. Jones’s employment other than for cause within six months after a change in control (as defined in the agreement governing the CTO Multi-Year Awards) resulting from a sale of all or substantially all of our business to a third-party acquirer, other than an exempt holder (as defined in the agreement governing the CTO Multi-Year Awards), and Mr. Jones timely delivers a general release in accordance with the terms of the CTO Multi-Year Awards, any portion of the CTO Multi-Year Awards that is unvested as of the date of Mr. Jones’s termination of employment will be fully vested and exercisable.

 

Conditions to Severance Benefits. Mr. Jones’s receipt and retention of severance benefits (aside from the CTO Entitlements) upon any termination of employment is also conditioned on his compliance with the post-termination non-compete, non-disclosure and non-interference restrictions in the 2016 CTO Employment Agreement, which generally continue for one year following a termination of his employment.

 

John Hinkle

 

Except as described below, Mr. Hinkle is not entitled to any payments or benefits upon a termination of his employment or a change in control.

 

Termination for Cause.  If Mr. Hinkle is terminated for cause (as defined in the legacy SAR plan or his amended offer letter, depending on the relevant award), he will forfeit any unexercised vested or unvested portion of his Converted Hinkle Awards.  If Mr. Hinkle is terminated for cause (as defined in the incentive plan), he will forfeit any unexercised vested or unvested portion of the 2016-2017 Hinkle Awards.

 

Termination Without Cause or For Good Reason.

 

If Mr. Hinkle’s employment is terminated other than for cause (as defined in his amended offer letter) or if Mr. Hinkle terminates his employment for good reason (as defined in his amended offer letter), the Company will pay him a lump-sum severance payment equal to 100% of the net present value of his then-current annual base salary in effect as of the date of termination, subject to Mr. Hinkle executing a general release in accordance with his amended offer letter.

 

If Mr. Hinkle’s employment is terminated for reasons other than for cause (as defined in the legacy SAR plan or his amended offer letter, depending on the relevant award), he may exercise the vested portion of the Converted Hinkle Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of his Converted Hinkle Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Hinkle Awards.

 

If Mr. Hinkle’s employment is terminated other than for cause, death or disability, then the vested portion of his stock option from the 2016-2017 Hinkle Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following his employment.  In addition, Mr. Hinkle would forfeit any unvested portion of the 2016-2017 Hinkle Awards.

 

Voluntary Termination.  In the case of Mr. Hinkle’s retirement (as defined in the legacy SAR plan) from the

 

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Company, he may exercise the vested portion of the Converted Hinkle Awards until the close of business on the three-month anniversary of the date of his termination of employment.  However, if Mr. Hinkle voluntarily terminates his employment other than due to retirement (as defined in the legacy SAR plan), the vested portion of the Converted Hinkle Awards would terminate.  In either case, he would forfeit the unvested portion of his Converted Hinkle Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Hinkle Awards.

 

If Mr. Hinkle voluntarily terminates his employment, then the vested portion of his stock options from the 2016-2017 Hinkle Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following the termination of his employment.  In addition, Mr. Hinkle would forfeit any unvested portion of the 2016-2017 Hinkle Awards.

 

Termination Due to Death or Disability.  If Mr. Hinkle’s employment is terminated due to his death or disability (as defined in the legacy SAR plan), Mr. Hinkle may exercise the vested portion of the Converted Hinkle Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of the Converted Hinkle Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Hinkle Awards.

 

If Mr. Hinkle’s employment is terminated due to his death or disability, the 2016-2017 Hinkle Awards will fully vest immediately, and the stock options will remain exercisable until the close of business on the first business day following the one-year anniversary of his termination of employment.

 

Change in Control.

 

With respect to the unvested portion of the Converted Hinkle Awards, in the event the Company terminates Mr. Hinkle’s employment other than for cause (as defined in the legacy SAR plan) during the six-month period following the closing date of a change in control (as defined in the related award agreement) resulting from a sale of all or substantially all of the Company’s business to a third-party acquirer, other than an exempt holder (as defined in the related award agreement), any options under the unvested portion of the Converted Hinkle Awards that are outstanding, but unvested, as of the date of such termination of employment will vest effective as of such date.

 

In case of an Incentive Plan Change in Control, the incentive plan provides for full vesting of the 2016-2017 Hinkle Awards.  In the case of an Approved Transaction, our compensation committee may determine not to accelerate the 2016-2017 Hinkle Awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made by the compensation committee.  Also, if Mr. Hinkle is terminated without cause (as defined in the incentive plan) or pursuant to a voluntarily termination for good reason (as defined in the related award agreement) within 24 months after the closing of an Approved Transaction, any unvested portion of the 2016-2017 Hinkle Awards will vest on the date of such termination.

 

Douglas Wolfson

 

Except as described below, Mr. Wolfson is not entitled to any payments or benefits upon a termination of his employment or a change in control.

 

Termination for Cause.  If Mr. Wolfson is terminated for cause (as defined in the legacy SAR plan or his amended offer letter, depending on the award), he will forfeit any unexercised vested or unvested portion of the Converted Wolfson Awards.  If Mr. Wolfson is terminated for cause (as defined in the incentive plan), he will forfeit any outstanding portion of the 2017 Wolfson Awards.

 

Termination Without Cause or For Good Reason.

 

If Mr. Wolfson’s employment is terminated other than for cause (as defined in his amended offer letter) or if Mr. Wolfson terminates his employment for good reason (as defined in his amended offer letter), the Company will pay him a lump-sum severance payment equal to 100% of the net present value of his then-current annual base salary

 

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in effect as of the date of termination and reimbursement for continued health care coverage pursuant to COBRA for a one-year period, subject to Mr. Wolfson executing a general release in accordance with his amended offer letter.

 

If Mr. Wolfson’s employment is terminated for reasons other than for cause (as defined in the legacy SAR plan or his amended offer letter, depending on the award), he may exercise the vested portion of the Converted Wolfson Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of the Converted Wolfson Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Wolfson Awards.

 

If Mr. Wolfson’s employment is terminated other than for cause, death or disability, then the vested portion of his stock option from the 2017 Wolfson Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following his employment.  In addition, Mr. Wolfson would forfeit any unvested portion of the 2017 Wolfson Awards.

 

Voluntary Termination.  In the case of Mr. Wolfson’s retirement (as defined in the legacy SAR plan) from the Company, he may exercise the vested portion of the Converted Wolfson Awards until the close of business on the three-month anniversary of the date of his termination of employment.  However, if Mr. Wolfson voluntarily terminates his employment other than due to retirement (as defined in the legacy SAR plan), the vested portion of the Converted Wolfson Awards would terminate.  In either case, he would forfeit the unvested portion of his Converted Wolfson Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Wolfson Awards.

 

If Mr. Wolfson voluntarily terminates his employment, then the vested portion of his stock options from the 2017 Wolfson Awards will remain exercisable until the close of business on the first business day following the expiration of the 90-day period following the termination of his employment.  In addition, Mr. Wolfson would forfeit any unvested portion of the 2017 Wolfson Awards.

 

Termination Due to Death or Disability.  If Mr. Wolfson’s employment is terminated due to his death or disability (as defined in the legacy SAR plan), Mr. Wolfson may exercise the vested portion of the Converted Wolfson Awards until the close of business on the three-month anniversary of the date of his termination of employment.  In such event, he would forfeit the unvested portion of the Converted Wolfson Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of any unvested portion of the Converted Wolfson Awards.

 

If Mr. Wolfson’s employment is terminated due to his death or disability, the 2017 Wolfson Awards will fully vest immediately, and the stock options will remain exercisable until the close of business on the first business day following the one-year anniversary of his termination of employment.

 

Change in Control.

 

With respect to the unvested portion of the Converted 2016 Wolfson Award, in the event the Company terminates Mr. Wolfson’s employment other than for cause (as defined in the legacy SAR plan) during the six-month period following the closing date of a change in control (as defined in the related award agreement) resulting from a sale of all or substantially all of the Company’s business to a third-party acquirer, other than an exempt holder (as defined in the related award agreement), any options under the Converted 2016 Wolfson Award that are outstanding, but unvested, as of the date of such termination of employment will vest effective as of such date.  However, Mr. Wolfson would forfeit the unvested portion of the remaining Converted Wolfson Awards, unless the compensation committee determines, in its sole discretion, to accelerate vesting of such unvested portion.

 

In case of an Incentive Plan Change in Control, the incentive plan provides for full vesting of the 2017 Wolfson Awards.  In the case of an Approved Transaction, our compensation committee may determine not to accelerate the 2017 Wolfson Awards if equivalent awards will be substituted for the existing awards. For purposes of the tabular presentation below, we have assumed no such determination was made by the compensation committee.  Also, if Mr. Wolfson is terminated without cause (as defined in the incentive plan) or pursuant to a voluntarily termination for good reason (as defined in the related award agreement) within 24 months after the closing of an Approved Transaction, any unvested portion of the 2017 Wolfson Awards will vest on the date of such termination.

 

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Mark Greenquist

 

The vested portion of Mr. Greenquist’s outstanding stock options were exercisable until the close of business on the three-month anniversary of the date of his termination of employment.

 

Table of Potential Payments upon a Termination or Change in Control

 

The following table sets forth the potential payments to our named executive officers if their employment with our Company were to have terminated or a change in control were to have occurred, in each case, as of December 29, 2017, which was the last business day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

 

The amounts provided in the tables are based on the closing market prices on December 29, 2017 for shares of CHUBK, which was $20.59. The value of the options shown in the table is based on the spread between the exercise price of the award and the applicable closing market price. The value of the RSUs shown in the table is based on the applicable closing market price and the number of unvested RSUs.

 

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Benefits Payable Upon Termination or Change in Control

 

Name

 

Voluntary
Termination
Without Good
Reason(1)(2) ($)

 

Termination
for Cause ($)

 

Termination Without
Cause or for Good
Reason (1)($)

 

Death(1)($)

 

Disability(1)
($)

 

Upon a Change
in Control(1)(3)
($)

 

Francis Poore

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

1,212,316

 

797,808

 

797,808

 

1,212,316

 

Standard Entitlements

 

58,205

 

58,205

 

58,205

 

58,205

 

58,205

 

58,205

 

Options

 

17,374,292

 

3,675,434

 

22,050,646

 

23,500,017

 

23,500,017

 

23,500,017

 

Total

 

17,432,497

 

3,733,639

 

23,321,167

 

24,356,030

 

24,356,030

 

24,770,538

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael Trimarchi

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

 

 

 

362,145

 

RSUs

 

 

 

 

552,636

 

552,636

 

552,636

 

Options

 

99,484

 

 

99,484

 

361,616

 

361,616

 

739,662

 

Total

 

99,484

 

 

99,484

 

914,251

 

914,251

 

1,654,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard Jones

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

297,653

 

 

 

297,653

 

CTO Entitlements

 

16,394

 

16,394

 

16,394

 

16,394

 

16,394

 

16,394

 

Options

 

4,530,511

 

 

6,697,182

 

4,530,511

 

4,530,511

 

6,697,182

 

Total

 

4,546,905

 

16,394

 

7,011,229

 

4,546,905

 

4,546,905

 

7,011,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Hinkle

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

322,458

 

 

 

322,458

 

RSUs

 

 

 

 

433,914

 

433,914

 

433,914

 

Options

 

649,664

 

 

649,664

 

931,748

 

931,748

 

1,140,678

 

Total

 

649,664

 

 

972,122

 

1,365,662

 

1,365,662

 

1,897,050

 

 

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Name

 

Voluntary
Termination
Without Good
Reason(1)(2) ($)

 

Termination
for Cause ($)

 

Termination Without
Cause or for Good
Reason (1)($)

 

Death(1)($)

 

Disability(1)
($)

 

Upon a Change
in Control(1)(3)
($)

 

Douglas Wolfson

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

 

 

304,635

 

 

 

304,635

 

RSUs

 

 

 

 

442,108

 

442,108

 

442,108

 

Options

 

300,245

 

 

300,245

 

509,948

 

509,948

 

1,136,738

 

Total

 

300,245

 

 

604,880

 

952,057

 

952,057

 

1,883,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Greenquist

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance

 

361,220

 

 

 

 

 

 

Options

 

324,526

 

 

 

 

 

 

Total

 

685,746