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Envestnet, Inc.
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2023 Proxy Statement
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and Notice of Annual Meeting of Shareholders
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| NOTICE OF ANNUAL MEETING | | | | | iii | | |
| TABLE OF CONTENTS | | | | | v | | |
| ABOUT ENVESTNET | | | | | 1 | | |
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| PROXY STATEMENT SUMMARY | | | | | 2 | | |
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| | | | | 3 | | | |
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| | | | | 4 | | | |
| CORPORATE GOVERNANCE AND BOARD MATTERS | | | | | 6 | | |
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| ENVIRONMENTAL, SOCIAL AND GOVERNANCE | | | | | 25 | | |
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| EXECUTIVE COMPENSATION | | | | | 30 | | |
| | | | | 30 | | | |
| | | | | 46 | | | |
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| | | | | 59 | | | |
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| AUDIT MATTERS | | | | | 61 | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | | | | | 64 | | |
| | | | | 64 | | | |
| | | | | 66 | | | |
| | | | | 69 | | | |
| | | | | 70 | | | |
| SECURITY OWNERSHIP | | | | | 71 | | |
| | | | | 71 | | | |
| | | | | 72 | | | |
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| OTHER MATTERS FOR THE 2023 ANNUAL MEETING | | | | | 73 | | |
| SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING | | | | | 74 | | |
| | | | | 74 | | | |
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| APPENDIX A | | | | | 75 | | |
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Board
Recommendation |
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Page
Reference |
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Proposal 1:
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Election of three (3) Class II directors to hold office until the 2026 annual meeting and until their successor is duly elected and qualified or until their earlier resignation, removal, incapacity or death
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Proposal 2:
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Approval, on an advisory basis, of 2022 executive compensation;
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Proposal 3:
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Approval, on an advisory basis, of the frequency of future shareholder advisory votes on executive compensation;
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![]() YEAR” |
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Proposal 4:
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Ratification of the appointment of KPMG LLP as Envestnet’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
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such other business, if any, as may lawfully be brought before the meeting.
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Partnered with not-for-profit charity Greenwood Project to offer Envestnet internships for historically underrepresented students.
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Leveraged Envestnet Charitable Giving Program relationships to reach marginalized communities and provide education regarding financial literacy.
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Continued employee suite of benefits, including parental stipends for children under age 6, adoption and surrogacy benefits, tuition reimbursement, scholarships for employees’ children, college loan repayment support and paid parental leave.
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Continued progress to reduce Envestnet’s energy usage and carbon emissions by allowing most of our workforce to work remotely and supporting flexible work schedules.
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Lessened impact on the environment by reducing our real estate footprint by 30%.
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| What We Do | | | What We Don’t Do | |
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Pay for performance by basing a substantial part of NEO compensation on Company and individual performance
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Deliver the majority of NEOs’ pay in the form of equity-based compensation, with half in the form of PSUs
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Require meaningful stock ownership
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Maintain a robust Clawback Policy applicable to cash and equity-based incentives
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Retain an independent compensation consultant
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Conduct ongoing shareholder engagement
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Conduct an annual say-on-pay advisory vote
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No single-trigger vesting of equity awards following a change in-control
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No excise-tax “gross-ups”
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No excessive perquisites
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No nonqualified or supplemental retirement plans
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No option repricing without prior shareholder approval
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No hedging of Company’s securities by employees
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF ENVESTNET.
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![]() James Fox
Age 71
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Mr. Fox has served as a member of our Board since February 2015 and Chair of the Board since March 2020. Mr. Fox retired as Non-Executive Chairman of FundQuest, Inc., upon its acquisition by the Company, effective December 2011 after serving in that role since September 2010 and, prior to that, as President and Chief Executive Officer starting in October 2005. Mr. Fox has over 30 years of senior executive experience with the BISYS Group, Inc., First Data Corporation, eOne Global, and PFPC. He serves as a director of Madison CF (UK) Limited, The Ultimus Group LLC and Yukon YC Holdings LLC. He also served as a director of Brinker Capital Holdings, Inc. from July 2015 until September 2020.
Mr. Fox participated in the Advanced Management Program at the Wharton School of the University of Pennsylvania. He earned an M.B.A. in Finance from Suffolk University and a B.A. in Economics from the State University of New York at Oswego.
Mr. Fox’s qualifications to serve on our Board include his extensive experience as a Chief Executive Officer and business leader in the financial services industry and his knowledge gained from service on the boards of various other companies. Mr. Fox brings to our Board expertise in wealth management, accounting and financial reporting, public company leadership and mergers, acquisitions and other strategic transactions.
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![]() Gregory Smith
Age 58
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Mr. Smith has served as a member of our Board since February 2015. Mr. Smith currently is an Executive-in-Residence and Lecturer at the University of Wisconsin-Milwaukee’s Lubar School of Business. He was Managing Partner of Barnett Management Advisors, LLC from 2012 until 2020. Prior to joining the University of Wisconsin-Milwaukee, Mr. Smith served as Senior Vice President and Chief Financial Officer of the Marshall & Ilsley Corporation and M&I Bank from 2006 until the company’s sale to BMO Harris Bank in 2011. Prior to joining Marshall & Ilsley, Mr. Smith held progressively senior roles during a 16-year Wall Street investment banking career, including six years as a Managing Director. He is currently a Director and Vice Chair of Church Mutual Holding Company, Inc. (f/k/a Church Mutual Insurance Company). He also served as a Director of its subsidiary, CM Vantage Specialty Insurance Company until the formation of the holding company in 2020. He is a board member of the University School of Milwaukee and the Milwaukee Symphony Orchestra. He served as a Trustee of the Milwaukee County Pension Fund in 2014 and 2015. Mr. Smith earned an A.B. with honors from Princeton University and an M.B.A. with honors from The University of Chicago. More recently, he has been recognized as a Board Leadership Fellow by the National Association of Corporate Directors.
Mr. Smith’s qualifications to serve on our Board include his extensive experience in accounting, liquidity, budgeting and forecasting, treasury, capital management, tax matters and mergers and acquisitions, including as a Chief Financial Officer. Mr. Smith brings to our Board expertise in finance, investment strategy and capital allocation, strategic transactions, financial reporting and accounting.
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Gender
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Racial/Ethnic Diversity*
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Tenure
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Audit Committee
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2022 Members:
Mr. Smith (Chair) Mr. Chapin Mr. Fox Committee
Meetings held in 2022: 5 |
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The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, the system of internal controls, the audit process, the performance of our internal audit program, and the performance, qualification, and independence of the independent registered public accounting firm KPMG LLP.
Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by our independent registered public accounting firm. No member of our Audit Committee currently serves on the audit committees of more than two public companies (including Envestnet). Our Audit Committee charter provides that if a member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board will determine if such simultaneous service would impair the ability of such member to effectively serve on the Audit Committee.
Only independent directors may serve on the Audit Committee. The Board has determined that each member of the Audit Committee satisfies the applicable audit committee independence requirements of the NYSE and the Exchange Act.
The Board has determined that each member of the Audit Committee satisfies the financial literacy requirements of the NYSE and that each is an audit committee financial expert, as that term is defined under SEC rules. For additional information about the qualifications of the Audit Committee members, see their respective biographies set forth in “Proposal No. 1: Election of Directors.”
Audit Committee meetings are usually held in conjunction with the regularly scheduled meetings of the Board. At least quarterly, the Audit Committee met with management, KPMG LLP, the Chief Financial Officer, the Principal Accounting Officer and the General Counsel to review, among other matters, the overall scope and plans for the independent audit, and the results of such audit; critical accounting estimates and policies; and compliance with our conflict of interest and Code of Business Conduct and Ethics policies.
At least quarterly in 2022, the Audit Committee met or had an opportunity to meet in executive session (i.e., without management present) with representatives of KPMG LLP to discuss the results of KPMG LLP’s work.
As of March 2023, Ms. Turner and Ms. Taylor Wolfe each joined the Audit Committee.
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Compensation Committee
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2022 Members:
Mr. Fox (Chair) Mr. Chapin Ms. Crowell Mr. Smith Committee
Meetings held in 2022: 7 |
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The Compensation Committee is responsible for evaluating the performance of the CEO based on corporate goals and objectives and, with the other independent directors, sets the CEO’s compensation. The Compensation Committee also evaluates the performance of our senior management and determines executive compensation. Additionally, the Compensation Committee reviews and makes recommendations to the full Board regarding director compensation.
The Compensation Committee consults with the Nominating and Governance Committee and works with the CEO and Chairperson of the Board in the Nominating and Governance Committee’s review of succession planning for Envestnet’s CEO, Chairperson of the Board and, as deemed necessary, any other executive officers.
Only independent directors may serve on the Compensation Committee. The Board has determined that each member of the Compensation Committee satisfies the applicable compensation committee independence requirements of the NYSE.
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Name
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Fees Earned
or Paid in Cash ($)(1) |
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Stock
Awards ($)(2) |
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Total
($) |
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| Luis Aguilar | | | | | 60,000 | | | | | | 195,000 | | | | | | 255,000 | | |
| Ross Chapin | | | | | 63,250 | | | | | | 204,750 | | | | | | 268,000 | | |
| Gayle Crowell | | | | | 62,250 | | | | | | 201,750 | | | | | | 264,000 | | |
| James Fox | | | | | 88,750 | | | | | | 281,250 | | | | | | 370,000 | | |
| Valerie Mosley | | | | | 57,250 | | | | | | 186,750 | | | | | | 244,000 | | |
| Gregory Smith | | | | | 67,500 | | | | | | 217,500 | | | | | | 285,000 | | |
| Luis Aguilar | | | | | 1,745 | | | | Options | |
| | | | | | 2,252 | | | |
Restricted Stock Units
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| Ross Chapin | | | | | 23,192 | | | | Options | |
| | | | | | 2,312 | | | |
Restricted Stock Units
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| Gayle Crowell | | | | | 1,745 | | | | Options | |
| | | | | | 2,352 | | | |
Restricted Stock Units
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| James Fox | | | | | 8,082 | | | | Options | |
| | | | | | 3,275 | | | |
Restricted Stock Units
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| Valerie Mosley | | | | | — | | | | Options | |
| | | | | | 2,152 | | | |
Restricted Stock Units
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| Gregory Smith | | | | | 8,038 | | | | Options | |
| | | | | | 2,573 | | | |
Restricted Stock Units
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William Crager
Chief Executive Officer |
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Peter D’Arrigo
Chief Financial Officer |
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Shelly O’Brien
Chief Legal Officer, General Counsel and Corporate Secretary |
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| Executive Summary | | | | | | | |
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Key Highlights | Pay and Performance Alignment | What We Do and Don’t Do | Looking Ahead
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| | | | 32 | | |
| Compensation Design | | | | | | | |
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Guiding Principles | Compensation Framework | Use of Market Data | Shareholder Engagement
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| 2022 Compensation Decisions | | | | | | | |
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2022 Incentive Compensation Overview | Base Salary | Annual Incentive Program | Annual Equity Incentive Awards | Settlement of the 2019 PSUs | Mr. DePina Separation | Benefits and Perquisites
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| Compensation Governance | | | | | | | |
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Role of the Compensation Committee | Role of Advisors | Stock Ownership Guidelines | Clawback Policy | Tax Considerations
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| | | | 43 | | |
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Compensation Committee Report
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| What We Do | | | What We Don’t Do | |
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Pay for performance by basing a substantial part of NEO compensation on Company and individual performance
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Deliver the majority of NEOs’ pay in the form of equity-based compensation, with half in the form of PSUs
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Require meaningful stock ownership
■
Maintain a robust Clawback Policy applicable to cash and equity-based incentives
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Retain an independent compensation consultant
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Conduct ongoing shareholder engagement
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Conduct an annual say-on-pay advisory vote
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No single-trigger vesting of equity awards following a change in-control
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No excise-tax “gross-ups”
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No excessive perquisites
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No nonqualified or supplemental retirement plans
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No option repricing without prior shareholder approval
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No hedging of Company’s securities by employees
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2021 PSUs Granted in 2022
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2022 PSUs Granted in 2023
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Element |
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CEO
2022 Mix(1) |
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Other NEO
2022 Mix(1,2) |
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Key Features |
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Base Salary
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Reviewed but not necessarily adjusted annually
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Level informed by market competitiveness, individual performance and scope of responsibility
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Annual Cash
Incentive |
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Target value established based on prior year actual
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Earned based on performance relative to pre-set goals
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75% based on financial performance, which in 2022 comprised Adjusted Revenue, Adjusted EBITDA and Adjusted EPS and in 2023 will comprise Adjusted Revenue and Adjusted EBITDA
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25% based on individual/team performance
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Payouts capped at 150% of target and subject to our Clawback Policy
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Equity
Incentive |
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Grant value informed by prior year company and individual performance with reference to our AIP scorecard
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50% granted as PSUs subject to a three-year performance period, and 50% granted as RSUs that vest over a three-year period
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PSUs vest subject to performance relative to pre-set goals, which for 2021 PSUs granted in 2022 comprised Adjusted Revenue growth, Adjusted EPS growth and Relative TSR, and for 2022 PSUs granted in 2023 comprises Adjusted EBITDA Margin and Relative TSR
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Current NEOs
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2022 AIP
Paid in 2023 |
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2022 Equity
Award Value (Granted in 2023) |
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Total Variable
2022 Compensation |
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2021 AIP
Paid in 2022 |
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2021 Equity
Award Value (Granted in 2022) |
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Total
Variable 2021 Compensation |
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Year-on-Year
Change in Total Variable Compensation |
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William Crager
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| | | $ | 382,200 | | | | | $ | 3,355,000 | | | | | $ | 3,737,200 | | | | | $ | 780,000 | | | | | $ | 5,500,000 | | | | | $ | 6,280,000 | | | | | | -40.5% | | |
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Peter D’Arrigo
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| | | $ | 275,000 | | | | | $ | 1,220,000 | | | | | $ | 1,495,000 | | | | | $ | 540,000 | | | | | $ | 2,000,000 | | | | | $ | 2,540,000 | | | | | | -41.1% | | |
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Shelly O’Brien
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| | | $ | 147,000 | | | | | $ | 457,500 | | | | | $ | 604,500 | | | | | $ | 288,000 | | | | | $ | 750,000 | | | | | $ | 1,038,000 | | | | | | -41.8% | | |
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Current NEOs
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2022 Base Salary
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Base Salary Increase
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| William Crager | | | | $ | 650,000 | | | | | | 8.3% | | |
| Peter D’Arrigo | | | | $ | 450,000 | | | | | | 11.1% | | |
| Shelly O’Brien | | | | $ | 375,000 | | | | | | 2.7% | | |
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Current NEOs
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2022 Target AIP
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2022 Actual AIP
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2022 Actual AIP as
a % of Target |
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| William Crager | | | | $ | 780,000 | | | | | $ | 382,200 | | | | | | 49% | | |
| Peter D’Arrigo | | | | $ | 540,000 | | | | | $ | 275,000 | | | | | | 51% | | |
| Shelly O’Brien | | | | $ | 288,000 | | | | | $ | 147,000 | | | | | | 51% | | |
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Target Equity Mix
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RSUs vest over a three-year period, with one-third vesting on the first anniversary of the date of grant, and one-twelfth vesting on each three-month anniversary for the following two years.
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PSUs vest subject to the achievement of pre-set performance goals over a three-year performance period, subject to a maximum payout factor of 150% of target. Threshold performance results in 50% of the target PSUs vesting, with no payout for performance below threshold. For performance between stated goals, the payout will be calculated based on straight-line interpolation.
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Both RSUs and PSUs are subject to our Clawback Policy.
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Current NEOs
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2021 Target Value
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Grant Date Fair Value(1)
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RSUs Awarded
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PSUs Awarded
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| William Crager | | | | $ | 5,500,000 | | | | | $ | 5,751,055 | | | | | | 36,755 | | | | | | 36,755 | | |
| Peter D’Arrigo | | | | $ | 2,000,000 | | | | | $ | 2,091,222 | | | | | | 13,365 | | | | | | 13,365 | | |
| Shelly O’Brien | | | | $ | 750,000 | | | | | $ | 784,228 | | | | | | 5,012 | | | | | | 5,012 | | |
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2023-2025 Measures(1)(2)
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Measurement Basis
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Weight
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Threshold
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Target
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Maximum
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| Adjusted EBITDA Margin | | | Final year | | |
50%
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23%
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25%
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27%
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| Relative TSR vs. Russell 2000 Index Constituents | | |
Three-year
point-to-point |
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50%
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35th
Percentile |
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50th
Percentile |
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75th
Percentile |
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| Payout as % of Target | | | | | | | | |
50%
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100%
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150%
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2020-2022 Measures(1)
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Measurement
Basis |
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Weight
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Threshold
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Target
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Maximum
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Actual
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Payout
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| Adjusted Revenue Growth | | |
Three-year
CAGR |
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25%
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8%
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14%
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20%
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10.9%
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74.1%
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| Adjusted EBITDA Growth | | |
Three-year
CAGR |
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25%
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10%
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16%
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22%
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4.4%
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0%
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| Adjusted EPS Growth | | |
Three-year
CAGR |
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25%
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10%
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16%
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22%
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(1.6)%
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0%
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| Relative TSR vs. Russell 2000 Index Constituents | | |
Three-year
point-to-point |
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25%
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35th
Percentile |
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50th
Percentile |
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75th
Percentile |
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38th
Percentile |
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61.4%
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| Payout as % of Target | | | | | | | | |
50%
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100%
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150%
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33.9%
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Healthcare
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Welfare
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Retirement
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Health, dental and vision insurance
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Health care and dependent care flexible spending accounts
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Life and accidental death & dismemberment insurance
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Short and long-term disability
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401(k) plan, with
company match
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Additional Benefits
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Expanded mental health services & counseling
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Tuition reimbursement and student debt repayment
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Additional wellness benefits
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Adoption and surrogacy benefits
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Parental stipend
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College scholarship plan for employees’ children
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| Minimum requirements | | |
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CEO: 600% of base salary
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Other NEOs: 300% of base salary
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| Time horizon | | |
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Five years from becoming an NEO
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| Counted equity interests | | |
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Shares owned directly by the NEO (including those held as a joint tenant or as tenant in common)
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RSUs (vested and unvested)
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Stock options that are fully vested and exercisable
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Shares owned in a self-directed IRA
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Shares owned or held for the benefit of a spouse or minor children
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| Retention requirement | | |
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NEOs are required to retain all shares acquired through option exercises and other stock awards until their respective ownership requirements are met
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Sale of shares is not permitted until the guidelines are met
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Covered
persons |
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Section 16 officers
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Any other officer of the Company designated by the Compensation Committee
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Individuals that are no longer considered Section 16 officers and individuals otherwise considered covered persons who separate from the Company continue to be subject to the Clawback Policy
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Triggering
events |
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A covered person engages in fraud or other intentional misconduct that:
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Materially relates to a restatement of our financial statements, or
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Results in material financial or reputational harm to the company
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| Covered compensation | | |
All incentive compensation (cash and equity) that is:
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Awarded, earned, vested or settled during or after the fiscal year in which a clawback event occurs, or
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Is outstanding during or has a performance period that relates to the fiscal year in which the clawback event occurs
The entire pre-tax value of covered compensation is subject to forfeiture or recoupment, at the discretion of the Compensation Committee
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Name and Title
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($)(2) |
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Non-Equity
Incentive Plan Compensation Plan Compensation ($)(3) |
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Change in
Nonqualified Deferred Compensation Earnings ($)(4) |
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All Other
Compensation ($)(5) |
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Total
($) |
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William Crager
Chief Executive Officer |
| | | | 2022 | | | | | | 646,000 | | | | | | — | | | | | | 5,751,055 | | | | | | 382,200 | | | | | | — | | | | | | 141,936 | | | | | | 6,921,191 | | |
| | | 2021 | | | | | | 600,000 | | | | | | — | | | | | | 4,769,575 | | | | | | 780,000 | | | | | | — | | | | | | 23,054 | | | | | | 6,172,629 | | | |||
| | | 2020 | | | | | | 581,250 | | | | | | — | | | | | | 4,988,552 | | | | | | 660,000 | | | | | | — | | | | | | 24,197 | | | | | | 6,253,999 | | | |||
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Peter D’Arrigo
Chief Financial Officer |
| | | | 2022 | | | | | | 446,000 | | | | | | — | | | | | | 2,091,222 | | | | | | 275,000 | | | | | | — | | | | | | 112,362 | | | | | | 2,924,584 | | |
| | | 2021 | | | | | | 405,015 | | | | | | — | | | | | | 1,788,591 | | | | | | 540,000 | | | | | | — | | | | | | 16,354 | | | | | | 2,749,960 | | | |||
| | | 2020 | | | | | | 398,347 | | | | | | — | | | | | | 1,870,727 | | | | | | 450,000 | | | | | | — | | | | | | 21,046 | | | | | | 2,740,120 | | | |||
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Stuart DePina(6)
Former President |
| | | | 2022 | | | | | | 250,008 | | | | | | — | | | | | | 2,433,891 | | | | | | — | | | | | | — | | | | | | 2,685,932 | | | | | | 5,369,831 | | |
| | | 2021 | | | | | | 500,016 | | | | | | — | | | | | | 2,316,646 | | | | | | 650,000 | | | | | | — | | | | | | 20,170 | | | | | | 3,486,832 | | | |||
| | | 2020 | | | | | | 498,348 | | | | | | — | | | | | | 2,231,621 | | | | | | 550,000 | | | | | | — | | | | | | 161,890 | | | | | | 3,441,859 | | | |||
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Shelly O’Brien
Chief Legal Officer, General Counsel and Corporate Secretary |
| | | | 2022 | | | | | | 374,000 | | | | | | — | | | | | | 784,228 | | | | | | 147,000 | | | | | | — | | | | | | 22,673 | | | | | | 1,327,901 | | |
| | | 2021 | | | | | | 364,993 | | | | | | — | | | | | | 725,410 | | | | | | 288,000 | | | | | | — | | | | | | 20,369 | | | | | | 1,398,772 | | | |||
| | | 2020 | | | | | | 358,980 | | | | | | — | | | | | | 758,708 | | | | | | 240,000 | | | | | | — | | | | | | 25,180 | | | | | | 1,382,867 | | |
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Option Awards(1)
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Stock Awards(2)(3)
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Name
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Grant
Date |
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Number of
Securities Underlying Unexercised Options (#) Exercisable |
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Number of
Securities Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Number of
Shares or Units of Stock that have not Vested (#) |
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Market
Value of Shares or Units of Stock That Have Not Yet Vested ($) |
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William Crager
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