Item 10.
Executive Officers, Directors and Corporate Governance.
Management
Executive Officers of
Prism Group.
As of October
24, 2017, Prism Group’s executive officers were as follows:
|
Name
|
Position
With Prism Group
|
Age
|
|
Hussein
A. Enan
|
Chairman
of the Board and Chief Executive Officer
|
7
2
|
|
Gregory
J. Duman
1
|
President,
Prism Technologies, LLC
|
6
2
|
|
L.
Eric Loewe
|
SVP,
General Counsel and Secretary
|
60
|
|
Steven
J. Yasuda
|
Chief
Financial Officer and Chief Accounting Officer
|
50
|
|
|
1.
|
Mr. Duman became an executive officer on March 26, 2015 in connection with the acquisition of Prism Technologies, LLC.
|
Hussein A. Enan
co-founded Prism Group in February 1995 and has served as its Chairman of the Board since its inception. Mr. Enan served as Prism Group’s Chief Executive Officer from February 1995 to June 2002 and was reinstated to that position in August 2004. From October 2011 through June 2012, Mr. Enan also served as the Company’s interim Chief Financial Officer. Mr. Enan also served as Prism Group’s President from May 1999 to June 2000. From March 1992 to November 1994, Mr. Enan was a general partner at E.W. Blanch, a reinsurance intermediary that merged with his own wholly owned company, Enan & Company, a reinsurance intermediary, in March 1992. Mr. Enan founded Enan & Company in February 1979. The fact that Mr. Enan is a founder of Prism Group, brings historic knowledge and continuity to the Board, and his position as its largest stockholder led the board to conclude that he should serve as a director.
Gregory J. Duman
has been the President, Chief Financial Officer and a director of Prism Technologies, LLC since its inception in August 2003 and he continues to serve in that role following the merger with Prism Technologies Group Inc. in March 2015. Prior to joining Prism, Mr. Duman was Chief Financial Officer and Executive Vice President of Transgenomic, Inc., a publicly traded company in the bio-tech industry from 2001 to 2004. Mr. Duman also served on the board of directors of Transgenomic 2000 to 2009. From 2000 to 2001, Mr. Duman was Chief Financial Officer and Executive Vice President of Artios, Inc., a privately held provider of electronic transaction exchange between businesses. From 1983 to 2000, Mr. Duman was with Applied Communications/ Transaction Systems Architects, Inc. (“TSA”), a publicly traded software company, and served in a variety of capacities including Controller, Chief Financial Officer, and Executive Vice President. Mr. Duman was also a member of TSA’s board of directors and served as Chairman of the board in 2001. Prior to joining TSA, Mr. Duman spent four years in public accounting as a CPA with Arthur Andersen & Co. Mr. Duman earned a Bachelor of Science in Business Administration with a major in Accounting from the University of Nebraska at Omaha in 1979. Mr. Duman was appointed to Prism Group’s board of directors immediately following the consummation of the Merger.
L. Eric Loewe
joined Prism Group in October 1998 as Corporate Counsel, Legal and Regulatory, responsible for all regulatory compliance issues, and has served as Senior Vice President and General Counsel since September 2000 and as Secretary since July 2001. Mr. Loewe held various positions with the National Association of Independent Insurers (the “NAII”) from January 1980 to September 1998. As Senior Counsel for the NAII, Mr. Loewe was responsible for legislation and regulations affecting its 570 member companies. Mr. Loewe is a member of the Illinois and California bars.
Steven J. Yasuda
joined Prism Group in December 1999 as Manager, Budget and Reporting and has been the Corporate Controller since September 2001. On September 2004, he was promoted to Vice President, Corporate Controller. On April 16, 2007, Mr. Yasuda took on the additional role of Chief Accounting Officer and in June 2012 was appointed as the Company’s Chief Financial Officer. Mr. Yasuda is responsible for all accounting and finance related functions of the Company. From 1997 to 1999, Mr. Yasuda worked in the operations accounting department of Electronic Arts. Mr. Yasuda has been licensed as a CPA since August 1994, but has an inactive status, as permitted by the California Board of Accountancy.
None of Prism Group
’s executive officers have been involved in a legal proceeding described in Item 401 of Regulation S-K within the last ten years.
Directors of
Prism Group.
Prism Group
’s Board of Directors is as follows:
|
Name
|
|
Position with Prism Group
|
Age
|
Director
Since
|
|
Class I director whose term expires at the 2018 Annual Meeting of Stockholders:
|
|
|
|
|
|
Hussein A. Enan
|
|
Chairman of the Board
|
7
2
|
1995
|
|
Class II directors whose term expires at the 2016 Annual Meeting of Stockholders:
|
|
|
|
|
|
James M. Corroon
(1)(2)(3)
|
|
Vice Chairman of the Board
|
7
8
|
1996
|
|
Class III directors whose term expires at the 2017 Annual Meeting of Stockholders:
|
|
|
|
|
|
Dennis H. Chookaszian
(1)(2)(3)
|
|
Director
|
7
4
|
2003
|
|
Gregory J. Duman
|
|
Director
|
6
2
|
2015
|
|
(1)
|
Member
of the Audit Committee.
|
|
(2)
|
Member
of the Compensation Committee.
|
|
(3)
|
Member
of the Nominating Committee.
|
A description of Mr. Enan
’s and Mr. Duman’s background and experience can be found in the section titled “Executive Officers
James M. Corroon
has been a director of Prism Group since August 1996 and has served as Vice Chairman of the Board since May 1999. Since September 2004, Mr. Corroon has served as Vice Chairman of Fort Point Insurance Services, Inc., an insurance brokerage firm. From July 1999 to December 2000, he was a full-time employee of Prism Group and a member of the senior management team. Mr. Corroon has been a director of Willis Corroon of California, an insurance services firm, since January 1996. From October 1966 to December 1995, Mr. Corroon held various management positions with Willis Corroon and its predecessor entity, Corroon & Black Corporation. The Board of Directors concluded that Mr. Corroon provides the Board of Directors with a valuable perspective gained from his long-term service as an executive officer and as a director.
Dennis H. Chookaszian
has been a director of Prism Group since April 2003. From November 1999 until he retired in February 2001, Mr. Chookaszian was Chairman and Chief Executive Officer of mPower Advisors, L.L.C., a financial advice provider focused on the online management of 401(k) plans. From September 1992 to February 1999, Mr. Chookaszian served as Chairman and Chief Executive Officer of the CNA insurance company, and prior to that held the positions of President and Chief Operating Officer (1990-1992) and Chief Financial Officer (1975-1990), respectively, of that company. Mr. Chookaszian serves on the boards of the Chicago Mercantile Exchange, and Career Education Corporation, a postsecondary education provider. Mr. Chookaszian served as chairman of the Financial Accounting Standards Advisory Council from January 2007 to December 2011. Mr. Chookaszian’s experience as a director of other public companies, combined with his knowledge of financial reporting, led the Board to conclude that he should serve as a director.
The Board of Directors has determined that, other than Mr. Enan and Mr. Duman, each of the members of the Board is an independent director for purposes of the Nasdaq Marketplace Rules. None of Prism Group
’s directors have been involved in a legal proceeding described in Item 401 of Regulation S-K within the last ten years.
Available Information
You may obtain free copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports, as well as other Corporate Governance Materials on our website at
rdgir.com/prism-technologies-group-inc, or by contacting our corporate office by calling (916) 932-2860, or by sending an e-mail message to info@przmgroup.com.
We electronically file our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. Any materials we file with the SEC are accessible to the public at the SEC
’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may also utilize the SEC’s Internet website, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC website is
http://www.sec.gov
.
Results of 201
7
Annual Meeting
We will announce preliminary voting results at the annual meeting and will publish final results in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the 201
7 annual meeting. If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the 2017 annual meeting, we intend to file a Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an additional Form 8-K with the SEC to disclose the final voting results.
Related
Person
Transactions
The
Audit Committee is provided authority under its charter to review and approve any related-party transactions, after reviewing each such transaction for potential conflicts of interests and other improprieties. On December 29, 2016, the Audit Committee and Board of Directors of the Company approved a transaction by which Mr. Enan provided the Company with $250,000 in cash. In exchange, Mr. Enan is entitled to receive $625,000 when the Company’s cumulative Net Cash Flow (“NCF”) exceeds $7.5 million. NCF is measured as the cumulative cash received from revenue sources less all cumulative cash operating expenses incurred. The cash contribution is unsecured and non-convertible to equity. There were no related-party transactions in the year ended December 31, 2015.
Board Structure and Role
By resolution adopted by the Company
’s Board of Directors on October 26, 2016, the size of the Company’s board was immediately increased and fixed at four, with one Class I director, one Class II director and two Class III directors.
Mr. Hussein A. Enan serves as Chief Executive Officer and Chairman of the Board of Directors. At this stage of development of our patent licensing business, the Board believes that Prism Group is best served by a Chairman who is involved with the Company
’s operations on a full-time basis and is therefore able to bring great depth of knowledge about the Company to this role. In addition, Mr. Gregory J. Duman serves as a Director of Prism Group and also is President of Prism Technologies, LLC, a wholly owned operating subsidiary that was acquired in March 2015. The Board does not have a designated lead independent director.
The Board of Directors and its committees have an active role in overseeing the management of the Company
’s operations. At each regularly scheduled board meeting, management presents to the Board of Directors relevant information regarding our current operations and risks. In addition, each of the committees considers the risks within its areas of responsibility. The Board and the Audit Committee each receive regular reports on the status of the Company's internal controls and each reviews key operational risks periodically. The Audit Committee regularly meets in executive session without the executive officers. The Compensation Committee and the Board periodically reviews senior executive officer compensation arrangements and the compensation policies and practices for non-executive employees and analyze the compensation incentives, potential risks, and factors to mitigate such potential risks. The Compensation Committee and the Board have determined that our executive compensation program, as well as our compensation policies and practices for non-executive employees, do not encourage senior executives or non-executive employees to take unnecessary and excessive risks that threaten the value of the Company. Based on this review, the Compensation Committee and the Board concluded that the Company’s programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Board Meetings and Committees
During the year ended December 31, 201
6, the Board of Directors held ten meetings. During that period, the Audit Committee of the Board held four meetings, the Compensation Committee of the Board held two meetings, and the Nominating Committee of the Board held one meeting. All directors attended or participated in more than 75% of the total number of meetings of the Board and any of the committees of the Board on which such director served during that period.
Audit
Committee.
The current members of the Audit Committee are Messrs. Corroon and Chookaszian and Duman.
Thomas
Orr served as chairman of the committee and was the audit committee financial expert under the rules of the SEC until his death in October 2016. Mr. Duman has served as the chairman of the Audit Committee since April 27, 2017 and is an “audit committee financial expert” as defined by SEC rules. The Board of Directors has determined that Messrs. Corroon and Chookaszian are independent. More information about each member of the Audit Committee can be found below in the section titled “
Directors
of
Prism
Group
.”
The
functions of the Audit Committee include overseeing the quality of our financial reports and other financial information, retention of the independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of Prism Group’s annual audit, reviewing our critical accounting policies and the adequacy of our accounting and financial controls, and reviewing the independence of Prism Group’s independent registered public accounting firm.
Compensation
Committee.
The current members of the Compensation Committee are Messrs. Chookaszian and Corroon. Mr. Orr was a member of the Compensation Committee until his death in October 2016. Mr. Chookaszian is chairman of the committee. The Compensation Committee reviews and determines the salary and bonus criteria of and stock option grants to all executive officers. The Board of Directors has determined that all members of the Compensation Committee are independent. More information about each member of the Compensation Committee can be found below in the section titled “
Directors
of
Prism
Group
.”
For
additional information about the functions of the Compensation Committee, see “Executive and Director Compensation” below.
Nominating
Committee.
The current members of the Nominating Committee are Messrs. Corroon and Chookaszian. Mr. Orr was a member of the Nominating Committee until his death in October 2016. The Board of Directors has determined that all members of the Nominating Committee are independent. Mr. Corroon currently is chairman of the committee. More information about each member of the Nominating Committee can be found below in the section titled “
Directors
of
Prism
Group
.”
The
functions of the Nominating Committee include selecting, evaluating and recommending to the Board of Directors qualified candidates for election or appointment to the Board of Directors, and recommending corporate governance principles, codes of conduct and compliance mechanisms applicable to Prism Group.
Director
Nominations
The
Nominating Committee also is responsible for the selection, and recommendation to the Board of Directors, of nominees for election as director. When considering the nomination of directors for election at an annual meeting, the Nominating Committee reviews the needs of the Board of Directors for various skills, background, experience and expected contributions and the qualification standards established from time to time by the Nominating Committee, and considers nominations in light of those needs. When reviewing potential nominees, including incumbents, the Nominating Committee also considers the candidate’s relevant background, experience and skills and expected contributions to the Board of Directors. The Nominating Committee evaluates its selection criteria and evaluation process periodically, and may in the future include additional qualifications, such as the diversity of backgrounds of candidates. The Nominating Committee also seeks appropriate input from the Chief Executive Officer from time to time in assessing the needs of the Board of Directors for relevant background, experience and skills of its members.
The
Nominating Committee’s goal is to assemble a Board of Directors that brings to Prism Group a diversity of experience at policy-making levels in business and technology, and in areas that are relevant to Prism Group’s activities. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective outlook and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are and have been affiliated. Director candidates must have sufficient time available in the judgment of the Nominating Committee to perform all Board and committee responsibilities that will be expected of them. Members of the Board of Directors are expected to rigorously prepare for, attend and participate in all meetings of the Board of Directors and applicable committees. Other than the foregoing, there are no specific minimum criteria for director nominees, although the Nominating Committee believes that it is preferable that at least one member of the Board of Directors should meet the criteria for an “audit committee financial expert” as defined by SEC rules. The Nominating Committee also believes it appropriate for one or more key members of Prism Group’s management, including the Chief Executive Officer, to serve on the Board of Directors.
The
Nominating Committee will consider candidates for director proposed by directors or management, and will evaluate any such candidates against the criteria and pursuant to the policies and procedures set forth above. If the Nominating Committee believes that the Board of Directors requires additional candidates for nomination, the Nominating Committee may engage, as appropriate, a third party search firm to assist in identifying qualified candidates. All incumbent directors and nominees will be required to submit a completed directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference checks for non-incumbent nominees, at the discretion of the Nominating Committee.
The
Nominating Committee will also consider candidates for director recommended by a stockholder, provided that any such recommendation is sent in writing to General Counsel, Prism Technologies Group, Inc., 101 Parkshore Dr., Folsom CA 95630 at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders and contains the following information:
|
|
●
|
the
candidate’s name, age, contact information and present principal occupation or employment; and
|
|
|
●
|
a
description of the candidate’s qualifications, skills, background and business experience during at least the last five years, including his or her principal occupation and employment and the name and principal business of any company or other organization where the candidate has been employed or has served as a director.
|
The
Nominating Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.
In
addition, stockholders may make direct nominations of directors for election at an annual meeting, provided the advance notice requirements set forth in our Bylaws have been met. Under our Bylaws, written notice of any such nomination, including certain information and representations specified in the Bylaws, must be delivered to our principal executive offices, addressed to the General Counsel, at least 120 days prior to the anniversary of the date definitive proxy materials were mailed to stockholders in connection with the prior year’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or the date of the annual meeting has been advanced by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, such notice must be received not later than the close of business on the tenth day following the day on which the public announcement of the date of such meeting is first made.
Stockholder
Communications
with
Directors;
Director
Attendance
at
Annual
Meetings
Stockholders
may communicate with any and all members of our Board of Directors by transmitting correspondence by mail or facsimile addressed to one or more directors by name (or to the Chairman, for a communication addressed to the entire Board) at the following address and phone number:
Name
of the Director(s)
c/o Corporate Secretary
Prism
Technologies Group, Inc.
101
Parkshore Dr., Suite 100
Folsom,
CA 95630
916-932-2860
Communications
from our stockholders received as indicated above will be forwarded to the indicated director or directors unless the communication is primarily commercial in nature or relates to an improper or irrelevant topic.
We
do not have a policy regarding directors’ attendance at annual meetings. All directors attended the 2016 Annual Meeting.
Committee
Charters
and
Other
Corporate
Governance
Materials
The
Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees and officers and members of the Board of Directors. A copy of the Code of Business Conduct and Ethics is available on the Company’s website at
http://ir.przmgroup.com.
The
Board has also adopted a written charter for each of the Audit Committee, Compensation Committee and Nominating Committee. Each charter is available on the Company’s website at
http://ir.przmgroup.com.
Section
16(a)
Beneficial
Ownership
Reporting
Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires ’s executive officers, directors and persons who beneficially own more than 10% of Prism Group’s common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Prism Group with copies of all Section 16(a) forms filed by such persons. Based on a review of reports furnished to Prism Group and representations from certain reporting persons, Prism Group believes that all reports required under Section 16(a) during the year ended December 31, 2016 were timely filed.
Item 11. Executive Compensation.
The
Compensation Committee is authorized by the Board of Directors to review and approve annual performance objectives and goals relevant to compensation for the Chief Executive Officer and evaluate the performance of the Chief Executive Officer in light of these goals and objectives. In setting such objectives, the Compensation Committee is directed to consider the Company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years. The Compensation Committee is also directed to periodically review and advise the Board concerning both regional and industry wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s compensation programs for the CEO, other executive officers and directors relative to comparable companies in the Company’s industry. Neither management nor the Compensation Committee engaged the services of a compensation consultant during the years ended December 31, 2016 and December 31, 2015.
Summary Compensation Information
The following table presents certain summary information concerning compensation paid or accrued by Prism Group for services rendered in all capacities during the years ended December 31, 201
6 and December 31, 2015 for the Chief Executive Officer, the Senior Vice President, General Counsel and Secretary and the Chief Financial Officer and Chief Accounting Officer (the “Named Executive Officers”).
Mr. Loewe, Prism Group
’s General Counsel and Secretary, is a participant in the Prism Group Executive Retention and Severance Plan approved by the Board of Directors on June 14, 2004 and revised on December 22, 2008. Mr. Loewe would be entitled to receive cash severance payments and health and medical benefits in the event his employment is terminated by Prism Group without cause or by Mr. Loewe for good reason No severance payments or benefits are provided for Mr. Loewe in the event of death or disability.
As previously disclosed, on September 1, 2016, the Compensation Committee (the “Compensation Committee”) our Board of Directors approved an Incentive Compensation Plan (“Plan”) for the Company
’s executive officers, directors and employees. The purpose of the Plan is to incent employees to generate operations-related cash flow for the Company as quickly as possible by pursuing strategic revenue opportunities and prudent expense reductions. The Plan in general is effective September 1, 2016; however, individual Participants may opt in at any time beginning after the Plan effective date.
A payout under the Plan is contingent on the Company attaining cumulative Net Cash Flow (NCF) of at least $5 million beginning September 1, 2016. NCF is the cumulative difference between (i) cash received from revenue sources, and (ii) cash operating expenses. The amount of incentive compensation available to any Participant is equal to 1.5 times the amount of his cumulative compensation reduction measured between the date of participation through the payout date. Plan payouts will be made only when the NCF target is 100% achieved; there are no intermediate or partial payouts.
The Company
’s four executive officers agreed to participate in the Plan, effective September 2, 2016, and their new cash compensation is shown in the following table:
|
Name
|
Previous Salary
|
New Salary
|
|
Hussein A. Enan, CEO
|
$300,000
|
$
0
|
|
Gregory J. Duman, President
– Prism LLC
|
$200,000
|
$0
|
|
Steven J. Yasuda, CFO and CAO
|
$175,000
|
$0
|
|
L. Eric Loewe, SVP, General Counsel and Secretary
|
$240,000
|
$0
|
In addition, each of the Company
’s non-employee directors has elected to participate in the plan and reduce their annual retainers for service on the Board to zero.
SUMMARY COMPENSATION TABLE
|
Name and Principal
Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards(1)
|
|
|
All other
Compensation(2)
|
|
|
Total
|
|
|
Hussein A. Enan
|
|
201
6
|
|
$
|
185,826
|
|
|
$
|
—
|
|
|
$
|
9,074
|
|
|
$
|
3,881
|
|
|
$
|
198,781
|
|
|
Chairman of the Board, Chief Executive Officer
|
|
201
5
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
8,811
|
|
|
$
|
15,524
|
|
|
$
|
324,335
|
|
|
Gregory J. Duman (3)
|
|
201
6
|
|
$
|
123,077
|
|
|
$
|
—
|
|
|
$
|
13,084
|
|
|
$
|
—
|
|
|
$
|
136,161
|
|
|
President
|
|
2015
|
|
$
|
153,077
|
|
|
|
|
|
|
$
|
14,661
|
|
|
$
|
8,978
|
|
|
$
|
176,716
|
|
|
L. Eric Loewe
|
|
201
6
|
|
$
|
148,666
|
|
|
$
|
—
|
|
|
$
|
6,049
|
|
|
$
|
3,457
|
|
|
$
|
158,172
|
|
|
Senior Vice President, Secretary and General Counsel
|
|
201
5
|
|
$
|
232,380
|
|
|
$
|
—
|
|
|
$
|
42,544
|
|
|
$
|
3,457
|
|
|
$
|
278,381
|
|
|
Steven J. Yasuda
|
|
201
6
|
|
$
|
108,465
|
|
|
$
|
—
|
|
|
$
|
2,420
|
|
|
$
|
1,206
|
|
|
$
|
112,091
|
|
|
Chief Financial Officer and Chief Accounting Officer
|
|
201
5
|
|
$
|
175,000
|
|
|
$
|
—
|
|
|
$
|
17,018
|
|
|
$
|
1,206
|
|
|
$
|
193,224
|
|
|
(1)
|
Valuation based on the dollar amount of option grants (see “Grant of Plan-Based Awards” below) recognized for reporting the aggregate fair value of the award computed in accordance with ASC 718
with respect to the 2016 plan year. The assumptions used by the Company with respect to the valuation of option grants are set forth in “Consolidated Financial Statements—Notes to Financial Statements—Note 4—Share Based Payments,” which appear in Prism Group’s Annual Report on Form 10-K.
|
|
(2)
|
Represents Prism Group health and term life benefits.
|
|
(3)
|
Represents compensation as of March 26, 2015, in connection with the acquisition of Prism Technologies, LLC.
|
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the number of securities underlying outstanding option plan awards for each of the named executive officers at the fiscal year-end as of December 31, 201
6.
Outstanding Equity Awards at Fiscal Year-End Table
|
|
|
Option Awards
|
|
Name
|
|
Number of
Securities
Underlying
Options (#)
Exercisable(1)
|
|
|
Number of
Securities
Underlying
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Hussein A. Enan
|
|
|
25,000
|
|
|
|
50,000
|
|
|
$
|
2.76
|
|
6/11/2020
|
|
Gregory J. Duman
|
|
|
42,189
|
|
|
|
70,312
|
|
|
$
|
2.68
|
|
3/26/2020
|
|
L. Eric Loewe
|
|
|
66,668
|
|
|
|
33,332
|
|
|
$
|
2.76
|
|
6/11/2020
|
|
Steven J. Yasuda
|
|
|
26,668
|
|
|
|
13,332
|
|
|
$
|
2.76
|
|
6/11/2020
|
(1) Options granted under the above plans are priced at the common stock
’s fair market value on the date of grant and generally vest immediately, cliff vest or ratably over the requisite service period. A portion of the option awards granted in 2015 were also subject to performance conditions for the 2015, 2016 and 2017 plan years with fair market values of $54,400, $48,400, $59,800 and $23,900 for Hussein A. Enan, Gregory J. Duman, L. Eric Loewe and Steven J. Yasuda respectively. The option performance awards relating to the 2015 plan year met certain performance criteria and therefore 50% of these option awards were vested.
Director Compensation
The following table presents the compensation paid to each member of the Board of Directors during the year ended December 31,
2016:
|
Name
|
|
Fees
Earned or
Paid in
Cash
|
|
|
Option
Awards(1)
|
|
|
All other
Compensation
|
|
|
Total
|
|
|
Dennis H. Chookaszian
|
|
$
|
20,000
|
|
|
$
|
1,273
|
|
|
$
|
—
|
|
|
$
|
21,273
|
|
|
James M. Corroon
|
|
$
|
20,000
|
|
|
$
|
1,273
|
|
|
$
|
—
|
|
|
$
|
21,273
|
|
|
Thomas W. Orr
|
|
$
|
24,575
|
|
|
$
|
1,273
|
|
|
$
|
—
|
|
|
$
|
25,848
|
|
|
|
(1)
|
Valuation based on the dollar amount of option grants recognized for reporting the aggregate fair value of the award computed in accordance with ASC 718 with respect to fiscal year 201
6. The assumptions used by us with respect to the valuation of option grants are set forth in “Consolidated Financial Statements—Notes to Financial Statements—Note 4—Share-Based Payments” in Prism Group’s Annual Report on Form 10-K.
|
Additional Information Regarding Director Compensation
Each non-employee director receives an annual cash retainer of $20,000 relating to the period from January 1 to December 31. Mr. Orr, as Chair of the Audit Committee
prior to his death in October 2016, received an additional cash retainer of $2,500 for each regularly scheduled Audit Committee meeting attended. In addition, Prism Group’s 2008 Stock Option Plan grants each non-employee director an annual option grant to purchase 5,000 shares, with the date of grant being on or about July 1 of each year that they serve. These options are fully vested. Directors are also reimbursed for their reasonable expenses incurred in connection with attending Board of Directors or Committee meetings.
Equity Compensation Plan Information
Prism Group currently maintains two equity compensation plans that provide for the issuance of common stock to employees, officers, directors, independent contractors and consultants of Prism Group and its subsidiaries. These consist of the Prism Group 2008 Stock Option Plan and the 1999 Employee Stock Purchase Plan, each of which have been approved by the stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plans as of December 31, 201
6:
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
|
|
Weighted average
exercise price of
outstanding options,
warrants and
rights(b)
|
|
|
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
|
360,000
|
|
|
$
|
2.68
|
|
|
|
1,384,000
|
|
|
Equity compensation plans not approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|