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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment
No. 3)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 |
For the fiscal year ended December 31, 2008
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 |
For
the transition period from
to
Commission file number: 001-34298
infoGROUP Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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47-0751545 |
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(I.R.S. Employer Identification No.) |
5711 South 86th Circle, Omaha, Nebraska 68127
(Address of principal executive offices)
(402) 593-4500
(Registrant’s telephone number, including area code)
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| Securities Registered Pursuant to Section 12(b) of the Act: |
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| Title of Each Class
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Name of Each Exchange on Which Registered |
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| Common Stock, $.0025 par value
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Nasdaq Stock Market, LLC |
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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 o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and
post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§ 229.405 of this chapter) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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| Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of the voting and non-voting common stock held by non-affiliates
computed by reference to the last reported sales price of the common stock on June 30, 2008 (the
last business day of the registrant’s most recently completed second fiscal quarter) was $134.4
million.
As of November 5, 2009 the registrant had outstanding 57,523,923 shares of Common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
EXPLANATORY NOTE
We filed our Annual Report on Form 10-K for the year ended December 31, 2008 on March 16,
2009 (“Form 10-K”). We filed an amendment on Form 10-K/A on April 30, 2009 to provide the
information required by Part III, Items 10 through 14.
Subsequent to filing our amendment on Form 10-K/A, the Company voluntarily provided documents
to the Securities and Exchange Commission (“SEC”) at its request as part of an SEC investigation
described in Item 3 of our Form 10-K. As announced in the press release incorporated in our Form
8-K filed on October 20, 2009, the Company has reached an agreement in principle to resolve the SEC
investigation. The SEC Commissioners must still approve the agreement, which was reached with the
Denver Regional Office of the SEC, and thus, the terms are not final.
The requested documents the Company voluntarily provided during the course of the
investigation related to expense reimbursements and other corporate expenditures for Vinod Gupta,
former chief executive officer of the Company. Specifically, the documents included Company
records related to Mr. Gupta’s credit card expenses which were reimbursed by the Company, country
club expenses paid by the Company, and non-commercial flight costs paid by the Company for Mr.
Gupta.
The documents provided included records from 2003 to 2007. At the request of the Division of
Enforcement of the SEC, the Company prepared and included with the documents a summary of the
expense reimbursements and corporate expenditures. The summary, among other things, identified the
expense reimbursements and corporate expenditures that the Company believes should be appropriately
categorized as personal benefits to Mr. Gupta. Mr. Gupta believes that the Company has included in
this category expenses that were reasonable business expenses and that were integrally and directly
related to the performance of his executive duties and/or did not provide any personal benefit to
him.
In preparing the summary, the Company reviewed the available documentation detailing the
amount and nature of each expense reimbursement and corporate expenditure related to Company-owned
fractional interests in aircraft, club memberships and credit card expense reimbursements. On
completion of the analysis, the Company concluded based on new methodology, which is disclosed in
the notes to the “All Other Compensation” table within this document, that there were more personal
benefits to Mr. Gupta than had been previously concluded for fiscal years 2003 through 2008. On
November 3, 2009, the Company filed an Amendment No. 2 to the Company’s Form 10-K for the fiscal
year ended December 31, 2008 to amend the personal benefits reported for Mr. Gupta for fiscal years
2006, 2007, and 2008, the years covered by that report, which reported the following:
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Benefit from Company aircraft as
previously reported
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Benefit from Company aircraft as
reported in this amendment |
2008: $181,629
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2008: $208,500 |
2007: $152,903
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2007: $252,422 |
2006: $125,708
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2006: $460,950 |
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Benefit from club memberships as
previously reported
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Benefit from club memberships as
reported in this amendment |
2008: $31,656 |
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2008: $52,663 |
2007: $63,528 |
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2007: $86,080 |
2006: $67,551 |
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2006: $88,074 |
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Benefit from expense reimbursement
as previously reported
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Benefit from expense reimbursement
as reported in this amendment |
2008: $ 62,537 |
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2008: $114,793 |
2007: $156,682 |
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2007: $368,309 |
2006: $123,512 |
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2006: $238,379 |
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Upon
further discussion with the SEC and review of the circumstances
surrounding the acquisition of the Company’s yacht, the Company concluded based on revised methodology that
there were more personal benefits to Mr. Gupta than had been previously concluded for fiscal years
2006 through 2008 related to the use of the Company yacht. Previously, the Company reported yacht
expenses as personal benefits to Mr. Gupta for those days which the yacht was documented as used
for personal rather than business purposes by Mr. Gupta. The Company revised its methodology and
determined that all yacht expenses should be deemed as personal benefits to Mr. Gupta other than
for those days in which the yacht was used by Mr. Gupta for a documented business purpose. The
Company is filing this amendment to the Company’s Form 10-K for the fiscal year ended December 31,
2008 to amend the personal benefits reported for Mr. Gupta for fiscal years 2006, 2007, and 2008,
the years covered by that report. The Company is revising and increasing the personal benefits
previously reported to Mr. Gupta for use of the Company yacht as follows:
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| Benefit from Company yacht as previously reported |
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Benefit from Company yacht as reported in this amendment |
2008: $ — |
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2008: $873,078 |
2007: $ 5,836 |
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2007: $770,433 |
2006: $11,376 |
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2006: $633,432 |
The Company is filing this Amendment No. 3 on Form 10-K/A solely to amend the compensation and
personal benefits previously reported in our prior Form 10-K/A (Amendment No. 2) for Mr. Gupta in
the Summary Compensation Table included in Item 11, Executive Compensation. The Company is not
materially modifying or updating the disclosures presented in our Form 10-K or prior amendments to
our Form 10-K except as noted in the foregoing sentence. Accordingly, this Amendment should be
read in conjunction with our Form 10-K and prior amendments to our Form 10-K for the year ended
December 31, 2008, and our other filings with the SEC subsequent to those reports.
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PART III
Item 11. Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) should be read in conjunction with the
“Summary Compensation Table” and related discussion provided below. The term Named Executive
Officers (“NEOs”) refers to the executive officers listed in the “Summary Compensation Table.” Our
CD&A addresses the following items:
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overview of executive compensation; |
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how we determine executive compensation; |
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our philosophy regarding executive compensation; |
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objectives of executive compensation elements; |
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executive compensation decisions for fiscal year 2008; |
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severance and change in control considerations; and |
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tax and accounting considerations. |
Overview of Executive Compensation
The Compensation Committee of our Board of Directors (the “Committee”) is responsible for
establishing, implementing and monitoring the administration of our executive compensation programs
in accordance with the Company’s compensation philosophy and strategy, and for approving executive
compensation (other than for the Chief Executive Officer, for whom the Committee makes
recommendations to the full Board). The Committee also works in conjunction with the Independent
Directors (as such term is defined in the Stipulation of Settlement) to determine equity plan
awards. The Committee seeks to reward the Company’s executive officers in a fair, reasonable and
competitive manner. The compensation program consists of base salary, annual short-term incentives
(both performance-based and discretionary), long-term equity-based incentive compensation, and
personal benefits.
During fiscal year 2008, the members of the Committee who determined the compensation of
our executive officers were Bernard W. Reznicek (Chair from January 1, 2008 until June 1, 2009 and
member from January 1, 2008 until present), Robin S. Chandra (from January 25, 2008 until February
6, 2009), George F. Haddix (from January 25, 2008 until August 20, 2008), Clifton T. Weatherford
(from September 12, 2008 until January 30, 2009), and Dennis P. Walker (from January 1, 2008 until
January 25, 2008).
How We Determine Executive Compensation
The Role of the Committee. Executive compensation is determined by the Committee, which
meets at least quarterly to consider issues relating to executive compensation. It draws on
internal and external resources to provide necessary information and recommendations, as
appropriate. In 2008, the Committee met eight times. Each year, the Committee (1) reviews its
Charter to ensure that it remains consistent with stockholder interests and good corporate
governance principles and (2) performs an evaluation of its performance. In 2008, the Committee
engaged in the following activities related to executive compensation to ensure it carried out its
responsibilities as outlined in the Charter:
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reviewed each element of compensation of the NEOs; |
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reviewed and approved corporate goals and objectives
relevant to the compensation of the Chief Executive
Officer (“CEO”) and made a recommendation to the Board
with regards to the CEO’s compensation levels; |
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considered and made recommendations to the Board of
Directors with respect to the adoption, amendment,
administration or termination of compensation, welfare,
benefit, pension and other plans related to the
compensation of current and former employees of the
Company; |
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reviewed and approved the CD&A as required by the SEC and
certified the CD&A and its contents through the issuance
of the Compensation Committee Report; and |
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retained legal, accounting and other relevant advisors as
it deemed necessary to carry out its fiduciary
responsibilities at the Company’s expense. |
In addition, each member of the Committee is a “non-employee director” within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act’), an
“outside director” within the meaning of Section 162(m) of the Internal Revenue Code, and an
Independent Directors under the applicable rules of the NASDAQ Global Select Market.
For the benefit of our stockholders, the Compensation Committee Charter is posted on the
Company’s website at www.infogroup.com under the caption “Corporate Governance.”
The Committee, in carrying out the responsibilities as outlined in its Charter, is wholly
responsible for determining the compensation paid to the executive officers, other than the CEO,
and recommending the compensation of the CEO to the Board. The Board determines the compensation of
the CEO. The CEO is not present during Board or Committee deliberations or voting on the
compensation of the CEO.
The Role of Executive Officers. In January 2008, our former CEO reviewed the performance
of Mr. Mallin, Mr. Dean, Mr. Israelsen and Dr. Mahnke, the NEOs employed by the Company at that
time. Based on this review, the former CEO made compensation recommendations to the Committee,
including recommendations for base salary adjustments, actual annual incentive award
recommendations, and performance metrics for determining such awards at the end of 2008. In January
2009, Bill L. Fairfield, our current CEO, made compensation recommendations for the executive
officers, including base salary adjustments, annual incentive awards to be granted for 2008
performance and metrics for determining 2009 annual incentive awards. Although the Committee
considered these recommendations, it retained full discretion to set all compensation for the NEOs.
The Committee has the discretion to invite the CEO to be present during the Committee’s
deliberations on the compensation of the NEOs.
The Role of the Compensation Consultant. Under the Committee’s Charter, the Committee
has the authority to retain consultants to aid in its duties from time to time. Pursuant to this
authority, in 2007, the Committee retained Pearl Meyer & Partners (“PM&P”), an outside executive
compensation consulting firm. PM&P assists the Committee with the collection and interpretation of
competitive market data and prevalence information with regard to executive compensation levels and
executive compensation plan design. PM&P is engaged by, and reports directly to, the Committee.
PM&P works with the Committee, in conjunction with management, to design the Company’s compensation
programs to support our business strategy.
PM&P also participates in executive sessions of Committee meetings, where no members of
Company management are present.
Employment Agreements. The Committee has negotiated and approved employment agreements
with executive officers of the Company, including compensation terms commensurate with those of
similarly-situated companies. In December 2008, the Committee negotiated and approved employment
agreements with Mr. Fairfield and Mr. Oberdorf.
Compensation Benchmarking. It is crucial to our long-term performance that we are able
to attract and retain a strong leadership team. To facilitate retention of executive officers, it
is critical that we are able to offer compensation opportunities competitive with those available
to them in equivalent positions in our industry or at other publicly-traded or similarly-situated
companies. The Committee considers publicly-available information concerning executive compensation
levels paid by other companies in our industry and in relevant labor markets as one factor in
determining appropriate compensation levels.
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In 2008, PM&P provided the Committee with counsel on compensation plan design and compensation
levels for the CEO and the other senior executives, including each of the NEOs. PM&P assisted the
Committee by providing market compensation data on base pay, as well as annual and long-term
incentives, as further discussed below.
Peer Group. The Company primarily competes for talent in the information collection and
distribution industry and benchmarks executive compensation levels against other publicly-traded
companies in this industry. In 2008, the Committee referred to the following peer group, developed
by PM&P, of publicly-traded companies in the information collection and distribution industry for
benchmarking executive compensation.
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Acxiom Corporation |
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Dun & Bradstreet Corporation |
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Equifax Incorporated |
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FactSet Research Systems, Inc. |
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Fair Isaac Corporation |
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Gartner Incorporated |
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Harte-Hanks Incorporated |
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Lamar Advertising Company |
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MSC Industrial Direct |
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Salesforce.com |
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Valassis Communications, Incorporated |
This peer group was developed to reflect the size and growth profile of the Company. Data is
generally size-adjusted as appropriate to account for the size of the companies in the peer group
relative to the Company.
Other Market Comparisons. PM&P also provides the Committee with competitive data from
compensation surveys conducted by other compensation consulting firms. These surveys collect
compensation information from hundreds of companies for different positions in a variety of
industries. These compensation surveys were queried to analyze the types and levels of compensation
paid to executive officers (with responsibilities similar to those of our executive officers) of
companies comparable in size and growth profile to the Company.
In addition, PM&P periodically provides the Committee and management with market data on a
variety of compensation-related topics.
The Committee considers the competitive data from the peer group and from the compensation
surveys but does not rely on it exclusively in making decisions with regard to executive
compensation levels. Because the Company does not rely on compensation surveys exclusively, the
specific compensation survey participants were not material to our decisions regarding executive
compensation. Finally, the Committee was not aware of any individual participant in these surveys.
Our Philosophy Regarding Executive Compensation
We believe that it is in the best interest of the Company and its stockholders to employ
talented, committed, high-performing leaders who can sustain and improve the Company’s performance.
We believe that executive compensation must serve to:
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align the interests of executives and stockholders; |
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attract and retain top executives; |
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reward executives for meeting and exceeding financial and strategic business goals; |
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motivate executives to perform at their highest potential; |
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reinforce a sense of teamwork through common objectives and shared rewards for performance; |
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provide a competitive pay opportunity; and |
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maintain internally fair and equitable compensation levels and practices. |
The Committee does not necessarily target a specific position within the external market
(i.e., the 50th percentile) but rather evaluates total compensation within the context of a number
of factors described in greater detail below.
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Objectives of Executive Compensation Elements
Each NEO’s annual total compensation is composed of a mix of fixed and variable compensation
elements, consisting of:
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base salary; |
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annual cash incentive plan; |
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long-term equity incentives; and |
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other benefits. |
We expect that this mix can and should change from time to time as our business needs and
objectives evolve, and as external business and market circumstances change. The Committee reviews
the combined value of all of the elements of compensation awarded in previous years, both targeted
and actual, when considering proposed compensation for the current year.
We believe that it is appropriate to take a holistic view of each executive officer’s total
compensation opportunity and review it annually on a prospective basis. The Company believes the
value of an executive’s performance cannot be measured solely by reference to objective performance
indicators or based on a simple formulaic approach; compensation should be awarded based on
consideration of both objective and subjective factors. Therefore, we retain discretion to adjust
different compensation elements based on particular facts and circumstances and consider other
subjective factors.
Base Salary. The objectives of the Company’s base salary element are to allow the Company to
attract and retain qualified executives and to recognize and reward individual performance. The
following items are considered when determining actual base salaries and making adjustments to base
salaries:
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our past performance and expectations of future performance; |
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individual scope of responsibility, performance and experience; |
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competitive compensation data from the peer group and other market comparisons; |
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historical salary levels; and |
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the recommendations of the CEO (only with respect to other NEOs). |
Annual Cash Incentive Plan. The objectives of our Annual Cash Incentive Plan, which consists
of annual performance-based cash incentives and discretionary bonuses, are to:
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reward executives for meeting financial and strategic business goals and objectives; |
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motivate executives to perform at their highest potential; |
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reinforce a sense of teamwork through common objectives and shared rewards for
performance; and |
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align the interests of executives and stockholders. |
For performance-based cash incentives, target award opportunities are established at the
beginning of each year. Actual awards of performance-based cash incentives are predicated on:
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the Company’s and individual’s performance against goals and
objectives established at the beginning of the year, which rewards
executives for meeting financial and strategic business goals and
objectives; and |
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the Committee’s assessment of individual performance, which motivates
executives to perform at their highest potential. |
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Each year the Committee selects performance measures and goals for the performance-based cash
incentive portion of the Annual Cash Incentive Plan. The Company believes the performance measures
and goals support stockholder value creation and align the interests of executives and
stockholders.
For business unit heads, performance goals are often based on business unit-specific
performance goals to reward executives when their business unit meets financial and strategic
business goals and objectives.
The Committee has also used discretionary bonus awards in the past. The Committee considers a
number of factors in determining who will receive a discretionary bonus award and the size of the
award. Historically, discretionary cash bonuses have been made to recognize extraordinary efforts
in the context of:
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actual performance not warranting a formulaic incentive award because of changing business
conditions; or |
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the completion of special projects (such as a business acquisition) or strategic initiatives. |
The Committee believes it is important that it retain the authority to consider the strategic
importance of items with respect to the payment of discretionary bonuses, as these items are not
necessarily part of any business or strategic plan developed at the beginning of the year.
Long-term Equity Incentives. While the Committee focused on cash compensation for our
executive officers in recent years and through most of 2008, the Committee, in conjunction with the
disinterested Independent Directors on the board, implemented long-term equity incentives for
executives near the end of 2008. The equity-based component is intended to provide significant
incentives directly linked to the long-term performance of the Company. All equity grants are
approved by a majority vote of the disinterested Independent Directors of the Board.
Benefits and Perquisites. We offer a variety of health, welfare and qualified retirement
programs to all employees, including our NEOs. The health, welfare and retirement programs
available to our NEOs are the same as those offered to all employees. The Company believes that
offering a competitive benefits program is necessary to attract high-caliber executive talent. The
Company does not offer any supplemental benefit programs, such as a supplemental executive
retirement plan (SERP), to any NEO.
In the past, the Company also has offered certain perquisites, generally restricted to NEOs.
As described below, as a result of the Special Litigation Committee’s investigation, the
Independent Directors implemented a policy essentially eliminating such perquisites in October
2008. Please see the “All Other Compensation” column in the “Summary Compensation Table” (and the
related discussion in the footnotes thereto) provided below for more detailed information on the
perquisites and personal benefits received by the NEOs during fiscal years 2006, 2007, and 2008.
As discussed in the explanatory note, we have revised certain other compensation amounts for
Mr. Gupta within this filing. Please see the explanatory note on page 3 for further details on our
current methodology of determining certain other compensation amounts.
The Special Litigation Committee, whose activities are described in more detail in Item 9A of
our 2007 Form 10-K/A, reviewed, among other things, certain expense reimbursements (including those
for lodging, flights, meals, private club memberships, the use of the former chief executive
officer’s residences, and legal fees incurred by the former chief executive officer) and certain
other corporate expenditures (including for the usage of aircraft, a yacht and automobiles,
premiums for life insurance policies, salaries of several employees and grants of stock options).
Based on its review, the Special Litigation Committee found that various expense
reimbursements and corporate expenditures were excessive and approved a series of remedial measures
relating to perquisites and personal benefits. These measures have been implemented by the Company
and include the following, which are designed to continue in effect at least until December 31,
2013:
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A new position of Executive Vice President for Business Conduct and
General Counsel has been created. The Executive Vice President for
Business Conduct and General Counsel will, among other things, approve
certain expense reimbursement requests as determined by the
Independent Directors (as such term is defined in the Stipulation of
Settlement). |
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The Independent Directors developed and approved a new delegation of
authority protocol to specify the size of transactions each officer is
permitted to enter into on behalf of the Company. Among other things,
pursuant to the protocol, the following will require prior approval by
the Chairman of the Board, the Chairman of the Audit Committee and the
Executive Vice President for Business Conduct and General Counsel (and
a subsequent report to the Audit Committee): the purchase or lease of
aircraft or motor vehicles (not including conventional car rentals);
mortgage or rental payments on offices, homes, apartments or any other
real property not used exclusively for business purposes; and club
membership fees. |
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The Independent Directors mandated, in the delegation of authority, a
business expense policy applicable to all employees of the Company.
The policy prohibits the reimbursement of any expense that is not a
legitimate business expense. The policy also provides guidance as to
determining what is and what is not a proper business expenditure. In
this regard, the policy prohibits the use of Company resources
(including corporate credit cards) for personal expenses, requires
restitution of any expenditure later deemed personal, and includes a
compensation hold-back feature to ensure that restitution is made when
necessary. |
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All company reimbursements for expenses are subject to uniform,
company-wide policies and procedures. |
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As mentioned above, the delegation of authority adopted by the
Independent Directors eliminated any Company expense that conveys to
any employee a significant personal benefit unrelated to the Company’s
business interests. |
Copies of the policies implementing the remedial measures adopted by the Special Litigation
Committee are posted on the Company’s website at www.infogroup.com under the caption
“Corporate Governance.”
Executive Compensation Decisions for Fiscal Year 2008
For the fiscal year ended December 31, 2008, the principal components of compensation for the
NEOs were: base salary; annual incentive plan consisting of performance-based cash incentive
awards; equity-based awards; and other personal benefits and perquisites.
Base Salary. On an annual basis (and/or at the time of promotion), the Committee reviews
individual base salaries of the NEOs. Salary increases are based on the Company’s overall
performance and the executive’s attainment of individual objectives during the preceding year in
the context of competitive market data.
The Committee does not assign relative weights or rankings to the different factors previously
discussed to determine base salary, but instead makes a determination based upon the consideration
of all factors.
At its meeting in January 2008, the Committee determined base salary levels for Mr. Dean at
$380,000, Mr. Mallin at $660,000, Mr. Israelsen at $400,000, and Dr. Mahnke at $332,000. Effective
in September 2008, the Committee approved increases to salaries for Mr. Dean and Mr. Mallin. The
salaries at fiscal year-end December 31, 2008 for these NEOs are as follows:
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Fiscal Year-End |
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Fiscal Year-End |
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Percent Increase |
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December 31, 2008 |
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December 31, 2007 |
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(Decrease) for |
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2008 Position |
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Base Salary |
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Base Salary |
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Fiscal Year 2008 |
Stormy L. Dean |
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Chief Financial Officer |
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451,100 |
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300,000 |
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Edward C. Mallin |
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President, Services Group |
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804,700 |
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600,000 |
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% |
Mark Israelsen |
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President, SalesGenie.com |
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400,000 |
|
|
$ |
— |
|
|
|
— |
|
Dr. Greg Mahnke |
|
President, Macro International |
|
$ |
332,000 |
|
|
$ |
332,000 |
|
|
|
— |
|
10
The Committee approved an employment agreement with Mr. Israelsen in connection with his
appointment as President of SalesGenie.com in January 2008, which such agreement was entered into
on February 1, 2008. That agreement provides for (1) a base salary of $400,000 per year, (2) the
opportunity for annual cash incentives based on the annual growth rate of SalesGenie.com; (3) an
additional bonus of $100,000 per quarter for the first 12 quarters of employment; (4) other
long-term incentives; and (5) a right to receive severance payments under certain conditions. In a
related agreement, Mr. Israelsen agreed to post-employment non-competition and non-solicitation
obligations.
Mr. Fairfield was appointed CEO on August 20, 2008, and the Committee deferred a decision
concerning his base salary at that time. In October 2008, the Committee recommended, and the Board
approved, a base salary of $750,000 per year for Mr. Fairfield. In December 2008, the Committee
also negotiated and approved an employment agreement incorporating the guidelines for Mr.
Fairfield’s compensation established by the Board in October 2008. Mr. Fairfield’s agreement
provides for (1) a base salary of $750,000 per year, (2) the opportunity for annual cash incentives
based upon achievement of individual and objective Company performance criteria, (3) other
long-term incentives which may be awarded from time to time, and (4) a right to receive severance
payments under certain conditions. This agreement was ratified by the Board in January 2009. As
part of the agreement, Mr. Fairfield agreed to post-employment non-competition and non-solicitation
obligations.
The Committee negotiated and approved an employment agreement with Thomas Oberdorf in
connection with his appointment as CFO on December 5, 2008, providing for (1) a base salary of
$425,000 per year, (2) a one-time sign-on bonus of $100,000, (3) the opportunity for annual cash
incentives based upon achievement of individual and objective Company performance criteria, (4) other long-term incentives which may be awarded from
time to time, (5) Company paid relocation expenses and (6) a right to receive severance payments
under certain conditions. As part of the agreement, Mr. Oberdorf agreed to post-employment
non-competition and non-solicitation obligations.
Mr. Gupta, whose base salary had not yet been established for 2008, resigned as CEO on August
20, 2008. His severance arrangements are described below the “All Other Compensation” table in
footnote (b).
Annual Cash Incentive Plan. The 2008 Annual Cash Incentive Plan was designed to motivate and
reward the NEOs for achievement of high levels of operating performance and to motivate executives
to perform at their highest potential. NEOs were eligible for performance-based cash incentives
under the plan based primarily upon achievement, both by the individual officer and the Company, of
performance goals established for the year, as well as on the Committee’s assessment of individual
performance.
The Committee set minimum (threshold), target and maximum levels for each performance measure.
As a general rule, we believe that performance goals should be set at levels that reflect
excellent performance, superior to the results of median-performing companies in our industry.
Achieving performance goals requires significant effort on the part of the NEOs and the Company. At
the same time, performance goals should be realistically achievable to provide the appropriate
degree of motivation. To achieve this objective, in making the annual determination of the minimum,
target and maximum performance goals, the Committee considers:
| |
• |
|
the specific circumstances facing the Company in the current year; |
| |
| |
• |
|
financial objectives of our strategic plan; and |
| |
| |
• |
|
stockholder expectations regarding the Company’s performance. |
The minimum performance goal reflects the Committee’s minimum level of acceptable performance.
If the Company does not achieve the minimum performance goal, performance-based cash incentive
awards will not be made. The maximum performance goal reflects a level of performance that would
significantly exceed the Committee’s and the Company’s expectations of performance.
At the end of each fiscal year, the Committee also completes an assessment of individual
performance relative to the goals that were set at the beginning of each year. These individual
performance goals motivate and reward strong Company performance in relation to key metrics such as
EBITA “earnings before interest expense, income taxes and amortization”, revenue and earnings per
share. Specifically, the Committee compared the actual performance to the
11
performance goals set at the beginning of the year, and linearly interpolated the amount of
incentive to be paid to each individual based on actual Company performance.
For 2008, the Committee selected the following performance measures and the performance goals
required for Messrs Mallin and Dean to earn the indicated cash bonus. Each of the performance
measures was equally weighted.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Performance Measures |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
Revenue |
|
$748 million |
|
$768 million |
|
$788 million |
EBITA |
|
$114 million |
|
$118 million |
|
$123 million |
EPS |
|
84¢ per share |
|
88¢ per share |
|
94¢ per share |
Year End Bonus As %
of Salary |
|
50% of salary |
|
75% of salary |
|
100% of salary |
The Committee uses straight line interpolation in determining the year end bonus if actual
performance occurs between goals. The performance measures and targets disclosed above are done so
solely in the context of the annual cash incentive plan for 2008 and are not statements of
management’s expectations or estimates of future results or other guidance. Investors are cautioned
not to apply these statements to other contexts.
The exhibit below shows the threshold, target, maximum performance-based cash incentive
opportunity for each executive.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Annual Performance-Based Cash |
| |
|
Incentive Opportunity as a Percentage of Salary |
| NEO |
|
Threshold |
|
Target |
|
Maximum |
Stormy L. Dean |
|
50% of salary |
|
75% of salary |
|
100% of salary |
Edward C. Mallin |
|
50% of salary |
|
75% of salary |
|
100% of salary |
The performance levels were not met for 2008 and therefore, no performance based year end
bonuses were paid for 2008.
Mr. Fairfield, Mr. Oberdorf, and Mr. Gupta did not participate in the 2008 Annual Cash
Incentive Plan. The employment agreement with Mr. Israelsen provides that he is eligible for an
annual cash bonus equal to his base salary multiplied by a percentage that is equal to two times
the annual growth rate of SalesGenie.com. Based on this calculation, Mr. Israelsen did not receive
an annual performance based cash award for 2008. Dr. Mahnke’s annual performance based cash award
is based on 10% of operating income over $13 million for the Macro International division. Based on
this calculation, Dr. Mahnke received an annual performance based cash award of $261,398 for 2008.
As previously discussed, the Committee also retains the authority to provide discretionary
cash bonuses to NEOs. During 2008 discretionary bonuses were awarded to Mr. Dean in the amount of
$50,000, and Mr. Mallin in the amount of $150,000. Mr. Mallin was awarded his discretionary bonus
for 2008 based on his leadership of the Services Group, the performance of that group during the
year despite a difficult economy, and in recognition that his total compensation was below the
average of his peer group for the year. Mr. Dean was awarded his discretionary bonus for 2008 based
on his leadership during the management transition at the Company, his increased and exceptional
participation since the management changes of August 2008, and in recognition that his total
compensation was below the average of his peer group for the year.
In January 2009, the Committee selected the participants and received input from management on
the performance goals for the 2009 annual incentive program. The objective financial performance
goals for most NEOs in 2009 are based on divisional and corporate operating income. For individuals
who do not have responsibility for revenue producing areas of the Company, the financial
performance goals are based on operating income and different forms of cost containment. All NEOs
have also been provided with subjective goals related to Company and individual performance as
well.
Long-term Equity Incentives. The Company did not actively use long-term incentives through
most of 2008. After the management changes in August, the Committee reviewed its prior focus on
cash compensation, developing the view that the Company needed to add an equity-based component.
The equity-based component is intended to
12
provide significant incentives directly linked to the long-term performance of the Company and
the performance of our stock price.
The Committee considered the balance between short-term and long-term incentives for executive
officers. In December 2008, the Committee recommended to the Independent Directors, and the
Independent Directors approved, the grant of restricted stock units to all executive officers. The
award amounts (other than those for the CEO) were recommended by the CEO, based in part on the
income level and relative importance of the executive officer. The vesting provisions for these
restricted stock units are described within the “Grants of Plan-Based Awards” table.
| |
|
|
|
|
| |
|
Restricted Stock |
| Name |
|
Units Granted (#) |
B. Fairfield |
|
|
200,000 |
|
S. Dean |
|
|
25,000 |
|
T. Oberdorf |
|
|
117,080 |
|
E. Mallin |
|
|
100,000 |
|
M. Israelsen |
|
|
40,000 |
|
G. Mahnke |
|
|
25,000 |
|
Other Personal Benefits and Perquisites. Our NEOs are entitled to participate in the same
health, welfare and retirement programs offered to all employees. These programs include
tax-qualified 401(k), medical, dental and vision coverage and wellness programs, use of our employee assistance program, short and long-term
disability, and paid time off in accordance with company policies. For programs to which employees
contribute premiums, executives are subject to the same premium structure as other exempt
employees.
In addition to the benefits programs described above, in the past we also provided our
executives with certain perquisites of a more personal nature, to the extent they serve a
legitimate business function. However, the Special Litigation Committee’s review, as described
above, has found that various expense reimbursements and corporate expenditures related to
perquisites were excessive. Based on the Special Litigation Committee’s review, the Independent
Directors eliminated material perquisites for Company executives. For information on the
perquisites and personal benefits received by the NEOs during fiscal years 2006, 2007 and 2008,
please see the “All Other Compensation” column in the “Summary Compensation Table” and related
discussions in the footnotes thereto provided below. Please refer to (i) Item 9A of the 2007 Form
10-K/A for more information on the Special Litigation Committee’s findings and (ii) the Form 8-K/A
filed with the Securities and Exchange Commission on August 22, 2008 for the final remedial
measures adopted in connection with the Stipulation of Settlement. Copies of the policies
implementing the remedial measures adopted by the Special Litigation Committee are available on our
website www.infogroup.com under the caption entitled “Corporate Governance”.
As discussed in the explanatory note, we have revised certain other compensation amounts for
Mr. Gupta within this filing. Please see the explanatory note for further details on our current
methodology of determining certain other compensation amounts. Please refer to the Form 8-K filed
on October 20, 2009 incorporating by reference a press release that announced the Company has
reached an agreement in principle to resolve the SEC investigation.
Severance and Change in Control Considerations
Mr. Dean and Mr. Mallin entered into severance agreements with the Company in February 2006
that provide for certain payments upon termination of employment and/or change in control. The
Company’s employment agreements with Mr. Fairfield and Mr. Oberdorf entered into in December 2008,
and Mr. Israelsen, entered into in February 2008, provide for certain payments upon termination of
their employment and/or change in control.
When the Company entered into these severance arrangements, it was determined that such
arrangements were appropriate based on their prevalence within the information collection and
distribution industry, as well as for public companies in general, and the dynamic nature of
mergers and acquisitions activity within the industry. Given the nature of the responsibilities of
the NEOs, we also recognize that they could be involved in critical decisions relating to potential
change in control transactions and responsible for the successful implementation of such
transactions, while being at risk of losing their jobs if a change in control occurs. The severance
arrangements are intended to provide sufficient protection for the NEOs to permit them to consider
potential transactions that are in the best
13
interest of our stockholders without being unduly influenced by the possible effects of the
transaction on their personal employment situation and individual compensation.
As previously reported, on August 20, 2008, the Company announced that Mr. Gupta resigned as
the CEO of the Company effective as of that date. In connection with Mr. Gupta’s resignation, the
Company and Mr. Gupta entered into a separation agreement and general release, dated as of August
20, 2008. The Company and Mr. Gupta amended the separation agreement and general release on
September 4, 2008 to clarify the terms that govern Mr. Gupta’s entitlement to healthcare benefits.
The severance arrangements and Mr. Gupta’s separation agreement and general release, along
with the severance arrangements of the other NEOs, are described in greater detail below the “All
Other Compensation” table in footnote (b).
Tax and Accounting Considerations
The Committee considers the tax impact and accounting considerations of our compensation
programs on the Company as well as on the NEOs from a personal perspective. For example, the
Committee has considered the impact of tax provisions such as Section 162(m) of the Internal
Revenue Code in structuring our executive compensation program and, to the extent reasonably
possible, in consideration of compensation goals and objectives, the compensation paid to the NEOs
has been structured so as to qualify as performance-based and deductible for federal income tax
purposes under Section 162(m). However, in consideration of the competitive nature of the market
for executive talent, the Committee believes it is more important to deliver situation-appropriate
and competitive compensation to drive shareholder value than to use a particular compensation
practice or structure solely to ensure tax deductibility. Tax and accounting considerations are one
of the many key elements of the Committee’s decision-making process.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and discussion,
the Compensation Committee recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in this Annual Report.
Respectfully submitted by the Compensation Committee:
Thomas L. Thomas (Chair)
George Krauss
Bernard W. Reznicek
Roger Siboni
The information contained in the Compensation Committee Report in this report is not deemed to
be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under
the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.
14
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company for fiscal year 2008, 2007
and 2006 to the Company’s Chief Executive Officer, Chief Financial Officer and each of the
Company’s three most highly compensated executive officers who were serving as executive officers
as of December 31, 2008 and whose total compensation exceeded $100,000 for fiscal year 2008
(collectively, the “Named Executive Officers” or “NEOs”):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
All Other |
|
|
| |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
Total |
| Name and Principal Position |
|
Year |
|
($)(5) |
|
($)(6) |
|
($)(7) |
|
($)(8) |
|
($)(6) |
|
($)(9) |
|
($) |
Vinod Gupta(1) |
|
|
2008 |
|
|
$ |
499,039 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
455,822 |
|
|
$ |
— |
|
|
$ |
11,415,828 |
|
|
$ |
12,370,689 |
|
Former Chief Executive |
|
|
2007 |
|
|
|
750,000 |
|
|
|
— |
|
|
|
— |
|
|
|
746,738 |
|
|
|
995,625 |
|
|
|
1,916,543 |
|
|
|
4,408,906 |
|
Officer (Former Principal |
|
|
2006 |
|
|
|
836,539 |
|
|
|
— |
|
|
|
— |
|
|
|
987,546 |
|
|
|
— |
|
|
|
1,739,619 |
|
|
|
3,563,704 |
|
Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill L. Fairfield(1) |
|
|
2008 |
|
|
|
253,846 |
|
|
|
— |
|
|
|
6,460 |
|
|
|
— |
|
|
|
— |
|
|
|
865 |
|
|
|
261,171 |
|
Chief
Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stormy L. Dean(2) |
|
|
2008 |
|
|
|
392,989 |
|
|
|
50,000 |
|
|
|
399 |
|
|
|
— |
|
|
|
— |
|
|
|
40,900 |
|
|
|
484,288 |
|
Former Chief Financial Officer |
|
|
2007 |
|
|
|
300,000 |
|
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
236,100 |
|
|
|
48,250 |
|
|
|
684,350 |
|
(Former Principal Financial |
|
|
2006 |
|
|
|
270,769 |
|
|
|
46,000 |
|
|
|
— |
|
|
|
— |
|
|
|
144,000 |
|
|
|
9,600 |
|
|
|
470,369 |
|
Officer;
Former Principal
Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas Oberdorf(2) |
|
|
2008 |
|
|
|
22,885 |
|
|
|
100,000 |
|
|
|
3,782 |
|
|
|
— |
|
|
|
— |
|
|
|
4,231 |
|
|
|
130,898 |
|
Executive
Vice President and Chief Financial
Officer
(Principal Financial Officer
and Principal Accounting
Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward C. Mallin |
|
|
2008 |
|
|
|
694,349 |
|
|
|
150,000 |
|
|
|
1,595 |
|
|
|
— |
|
|
|
— |
|
|
|
79,625 |
|
|
|
925,569 |
|
President, Services Group |
|
|
2007 |
|
|
|
600,000 |
|
|
|
— |
|
|
|
— |
|
|
|
3,312 |
|
|
|
472,200 |
|
|
|
102,750 |
|
|
|
1,178,262 |
|
|
|
|
2006 |
|
|
|
597,692 |
|
|
|
300,000 |
|
|
|
— |
|
|
|
22,931 |
|
|
|
— |
|
|
|
102,600 |
|
|
|
1,023,223 |
|
Mark Israelsen(3) |
|
|
2008 |
|
|
|
355,385 |
|
|
|
400,000 |
|
|
|
638 |
|
|
|
— |
|
|
|
— |
|
|
|
18,228 |
|
|
|
774,251 |
|
President, SalesGenie.com |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Greg Mahnke(4) |
|
|
2008 |
|
|
|
336,162 |
|
|
|
— |
|
|
|
399 |
|
|
|
— |
|
|
|
261,398 |
|
|
|
64,142 |
|
|
|
662,101 |
|
President, Macro International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
Effective August 20, 2008, Mr. Gupta resigned his position as the
Chief Executive Officer of the Company, and Mr. Fairfield was
appointed to the position. This table reflects Mr. Gupta’s and Mr.
Fairfield’s compensation as NEOs. Mr. Gupta’s compensation subsequent
to August 20, 2008 as a director, and Mr. Fairfield’s compensation as
a director prior to August 20, 2008, are reported under “Director”
compensation. |
| |
| (2) |
|
Effective December 5, 2008, Mr. Dean resigned his position as the
Chief Financial Officer of the Company, and Mr. Oberdorf was appointed
to the position. Mr. Dean remains employed by the Company in a
different capacity. |
| |
| (3) |
|
Mr. Israelsen was hired on February 1, 2008. Subsequent to the end of
fiscal 2008, Mr. Israelsen ceased to be an executive officer and
employee of the Company. |
| |
| (4) |
|
Subsequent to the end of fiscal 2008, Dr. Mahnke ceased to be an
executive officer and employee of the Company. |
| |
| (5) |
|
The dollar amount for the base salary of each executive officer varies
slightly from that presented under the heading “Compensation
Discussion and Analysis” due to the timing of the Company’s pay cycle. |
| |
| (6) |
|
See “Compensation Discussion and Analysis — Executive Compensation
Decisions for Fiscal Year 2008” for a discussion of how the bonus and
incentive award amounts were determined. |
| |
| (7) |
|
Represents the amount recognized for financial statement reporting
purposes with respect to the fiscal year ended December 31, 2008 in
accordance with SFAS 123R for awards of restricted stock units granted
under our 2007 Omnibus Incentive Plan, as amended. The number of
awards granted in 2008 can be found in the table “Grants of Plan-Based
Awards.” |
15
| (8) |
|
Represents the amount recognized for financial statement reporting
purposes with respect to the fiscal year ended December 31, 2008 in
accordance with SFAS 123R for awards of stock options under our 1997
Stock Option Plan, as amended. The following table summarizes the
assumptions used in the valuation of option awards. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 Fiscal |
|
|
2007 Fiscal |
|
|
2006 Fiscal |
|
| |
|
|
|
|
|
Shares of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Year |
|
|
Year |
|
| |
|
Grant |
|
|
Stock |
|
|
Dividend |
|
|
Risk-Free |
|
|
Expected |
|
|
|
|
|
|
Forfeiture |
|
|
Compensation |
|
|
Compensation |
|
|
Compensation |
|
| Name |
|
Date |
|
|
Granted |
|
|
Yield Rate |
|
|
Rate |
|
|
Term |
|
|
Volatility |
|
|
Rate |
|
|
Cost |
|
|
Cost |
|
|
Cost |
|
V. Gupta |
|
|
5/3/2002 |
|
|
|
500,000 |
|
|
|
— |
% |
|
|
2.87 |
% |
|
|
4.67 |
|
|
|
89.06 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
10,317 |
|
|
|
|
7/24/2003 |
|
|
|
600,000 |
|
|
|
— |
|
|
|
2.87 |
|
|
|
4.67 |
|
|
|
89.06 |
|
|
|
— |
|
|
|
— |
|
|
|
39,728 |
|
|
|
270,226 |
|
|
|
|
3/10/2005 |
|
|
|
500,000 |
|
|
|
1.71 |
|
|
|
4.42 |
|
|
|
7.50 |
|
|
|
76.99 |
|
|
|
— |
|
|
|
455,822 |
|
|
|
707,010 |
|
|
|
707,003 |
|
E. Mallin |
|
|
5/3/2002 |
|
|
|
20,000 |
|
|
|
— |
|
|
|
2.87 |
|
|
|
4.67 |
|
|
|
89.06 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
413 |
|
|
|
|
7/24/2003 |
|
|
|
50,000 |
|
|
|
— |
|
|
|
2.87 |
|
|
|
4.67 |
|
|
|
89.06 |
|
|
|
— |
|
|
|
— |
|
|
|
3,312 |
|
|
|
22,518 |
|
| (9) |
|
The following tables summarize the benefits included in the “All Other
Compensation” column as revised. |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Mr. |
|
|
|
|
|
|
Mr. |
|
|
|
|
|
|
Mr. |
|
|
|
|
| 2008 |
|
Mr. Gupta(a) |
|
|
Fairfield |
|
|
Mr. Dean |
|
|
Oberdorf |
|
|
Mr. Mallin |
|
|
Israelsen |
|
|
Dr. Mahnke |
|
Severance(b) |
|
$ |
10,000,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Benefit from Company
yacht(c) |
|
|
873,078 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Benefit from Company
automobiles(d) |
|
|
27,150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Benefit from Company
aircraft(e) |
|
|
208,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Benefit from club
memberships(f) |
|
|
52,663 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Expense reimbursement(g) |
|
|
114,793 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Personnel services(h) |
|
|
68,019 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Home office allowance(k) |
|
|
64,000 |
|
|
|
— |
|
|
|
34,000 |
|
|
|
— |
|
|
|
72,000 |
|
|
|
— |
|
|
|
44,000 |
|
401(k) and profit sharing
plan contributions(m) |
|
|
6,900 |
|
|
|
865 |
|
|
|
6,900 |
|
|
|
— |
|
|
|
6,900 |
|
|
|
— |
|
|
|
15,241 |
|
Life insurance premiums(n) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,901 |
|
Relocation expenses(o) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,231 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Housing expense(p) |
|
|
725 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
725 |
|
|
|
18,228 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,415,828 |
|
|
$ |
865 |
|
|
$ |
40,900 |
|
|
$ |
4,231 |
|
|
$ |
79,625 |
|
|
$ |
18,228 |
|
|
$ |
64,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 2007 |
|
Mr. Gupta(a) |
|
|
Mr. Dean |
|
|
Mr. Mallin |
|
Benefit from Company yacht(c) |
|
$ |
770,433 |
|
|
$ |
— |
|
|
$ |
— |
|
Benefit from Company automobiles(d) |
|
|
66,354 |
|
|
|
— |
|
|
|
— |
|
Benefit from Company aircraft(e) |
|
|
252,422 |
|
|
|
— |
|
|
|
— |
|
Benefit from club memberships(f) |
|
|
86,080 |
|
|
|
— |
|
|
|
— |
|
Expense reimbursement(g) |
|
|
368,309 |
|
|
|
— |
|
|
|
— |
|
Personnel services(h) |
|
|
124,285 |
|
|
|
— |
|
|
|
— |
|
Personal legal fees(i) |
|
|
145,910 |
|
|
|
— |
|
|
|
— |
|
Prize money in a Company-sponsored contest(j) |
|
|
— |
|
|
|
17,000 |
|
|
|
— |
|
Home office allowance(k) |
|
|
96,000 |
|
|
|
24,000 |
|
|
|
96,000 |
|
Automobile allowance(l) |
|
|
— |
|
|
|
500 |
|
|
|
— |
|
401(k) and profit sharing plan contributions(m) |
|
|
6,750 |
|
|
|
6,750 |
|
|
|
6,750 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,916,543 |
|
|
$ |
48,250 |
|
|
$ |
102,750 |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 2006 |
|
Mr. Gupta(a) |
|
|
Mr. Dean |
|
|
Mr. Mallin |
|
Benefit from Company yacht(c) |
|
$ |
633,432 |
|
|
$ |
— |
|
|
$ |
— |
|
Benefit from Company automobiles(d) |
|
|
81,588 |
|
|
|
— |
|
|
|
— |
|
Benefit from Company aircraft(e) |
|
|
460,950 |
|
|
|
— |
|
|
|
— |
|
Benefit from club memberships(f) |
|
|
88,074 |
|
|
|
— |
|
|
|
— |
|
Expense reimbursement(g) |
|
|
238,379 |
|
|
|
— |
|
|
|
— |
|
Personnel services(h) |
|
|
124,596 |
|
|
|
— |
|
|
|
— |
|
Home office allowance(k) |
|
|
96,000 |
|
|
|
— |
|
|
|
96,000 |
|
Automobile allowance(l) |
|
|
— |
|
|
|
3,000 |
|
|
|
— |
|
401(k) and profit sharing plan contributions(m) |
|
|
6,600 |
|
|
|
6,600 |
|
|
|
6,600 |
|
Executive compensation consultant(q) |
|
|
10,000 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,739,619 |
|
|
$ |
9,600 |
|
|
$ |
102,600 |
|
|
|
|
|
|
|
|
|
|
|
16
| (a) |
|
As described under “Certain Relationships and Related Transactions,”
the Company made payments during 2008 and 2007 to Jess Gupta, Mr.
Gupta’s son, of approximately $24,000 and $48,000, respectively for
rent and $6,000 and $11,000, respectively for condominium association
dues for a residence owned by Jess Gupta and used on occasion by
Company employees and other persons with a business relationship with
the Company. However, after these payments are reduced by (1) amounts
attributable to the use of the property for business purposes by
Company employees or other persons with a business relationship with
the Company, as calculated on a per-day basis using the rates of
nearby hotels, and (2) amounts attributable to the use of other
properties owned by Mr. Gupta for business purposes by Company
employees or other persons with a business relationship with the
Company for which the Company was not charged a rental fee, as
calculated on a per-day basis using the rates of hotels in comparable
locations, no net benefit to Mr. Gupta remains, and therefore no
amount has been included in the table above. The Company’s rental of
this condominium was discontinued in August 2008. |
| |
| (b) |
|
Represents the amount awarded under the terms of the Stipulation of
Settlement, related to Mr. Gupta’s resignation as Chief Executive
Officer of the Company on August 20, 2008. Mr. Gupta and the Company
entered into a Separation Agreement and General Release dated August
20, 2008 (the “Separation Agreement”), under which Mr. Gupta granted a
general release of the Company and received the right to severance
payments totaling $10.0 million. The first severance payment in the
amount of $5.0 million, which was due within sixty days of execution
of the Separation Agreement, was paid by the Company to Mr. Gupta on
October 17, 2008. |
| |
|
|
| (c) |
|
Represents the cost to the Company during 2008,
2007 and 2006 for the Company-owned yacht other than for the days
that the yacht was used for a documented business purpose by Mr. Gupta. Mr. Gupta believes that the Company has
listed in this category expenses that were reasonable business
expenses and that were integrally and directly related to the
performance of his executive duties and/or did not provide any
personal benefit to him. |
|
|
| |
| (d) |
|
Represents the aggregate incremental cost to the Company during 2008,
2007 and 2006 of use of Company-owned or leased automobiles by Mr.
Gupta. We calculated the cost of the use of the automobiles by adding
the lease payments with respect to Company-leased automobiles, the
depreciation recorded with respect to Company-owned automobiles and
the insurance premiums. Mr. Gupta believes that the Company has listed
in this category, expenses that were reasonable business expenses and
that were integrally and directly related to the performance of his
executive duties and/or did not provide any personal benefit to him. |
| |
|
|
| (e) |
|
Represents the cost to the Company of use of Company-owned fractional
ownership interests in aircraft by Mr. Gupta, and his respective
guests during 2008, 2007 and 2006. |
|
|
17
|
|
| |
|
To determine whether the use by Mr. Gupta and/or one of his guests of
Company-owned fractional ownership interests in aircraft was
integrally and directly related to the performance of Mr. Gupta’s
duties, the Company examined whether the “primary purpose” of such
flight was business or personal in nature, by considering available
documentation and surrounding circumstances. This included an
examination of whether a flight was made to a destination primarily
for vacation or other non-business purposes, and whether any business
purpose was an ancillary consideration rather than the primary reason
for the trip. If it was determined that the “primary purpose” of a
flight was non-business in nature, the Company deemed the entire cost
of such flight to be a personal benefit to Mr. Gupta. Mr. Gupta
believes that the Company has listed in this category, expenses that
were reasonable business expenses and that were integrally and
directly related to the performance of his executive duties and/or did
not provide any personal benefit to him. |
|
|
| |
|
|
| (f) |
|
For certain of the clubs, the portion of the club membership dues that
were paid by the Company were deemed a personal benefit to Mr. Gupta.
With respect to other expenses related to the club memberships, (such
as, among other things, usage fees, entertainment expenses and
equipment and pro shop charges), the Company sought to determine, for
each such expense, if it involved a justifiable business purpose. If
it did not, it was deemed a personal benefit to Mr. Gupta. Mr. Gupta
believes that the Company has listed in this category, expenses that
were reasonable business expenses and that were integrally and
directly related to the performance of his executive duties and/or did
not provide any personal benefit to him. |
|
|
| |
|
|
| (g) |
|
The Company examined each expenditure for which reimbursement was
provided to Mr. Gupta to determine whether there was specific
documentation of a justifiable business purpose. The Company did not
assume that any expenditure, including those involving travel, hotel
and meal expenses, was business-related unless a business
justification was specifically provided or could be substantiated
through other related documentation. Mr. Gupta believes that the
Company has listed in this category, expenses that were reasonable
business expenses and that were integrally and directly related to the
performance of his executive duties and/or did not provide any
personal benefit to him. |
|
|
| |
| (h) |
|
Represents payments by the Company during each fiscal year of salaries
and expenses related to the rendering of property management and other
services to assist Mr. Gupta. Mr. Gupta believes that the Company has
listed in this category expenses that were reasonable business
expenses and that were integrally and directly related to the
performance of his executive duties and/or did not provide any
personal benefit to him. |
| |
| (i) |
|
Represents payments by the Company during 2007 of personal legal fees incurred by Mr. Gupta. |
| |
| (j) |
|
Represents prize money paid by the Company during 2007 to Mr. Dean as the winner of a
Company-sponsored contest. |
| |
| (k) |
|
Represents payments by the Company during each fiscal year with
respect to Messrs. Gupta, Dean, Mallin and Dr. Mahnke of costs
associated with enabling them to perform their business
responsibilities from their homes. |
| |
| (l) |
|
Represents payments by the Company during 2007 and 2006 of costs
associated with the use by Mr. Dean of his personal automobile. |
| |
| (m) |
|
Represents matching Company contributions to the Company 401(k) and profit sharing plans. |
18
| (n) |
|
Represents payments by the Company during 2008 for Dr. Mahnke’s life insurance plan. |
| |
| (o) |
|
Represents payments by the Company during 2008 to Mr. Oberdorf for relocation
expenses of $2,399 and related tax gross ups of $1,832 to relocate to the Company’s
headquarters in Omaha, Nebraska. |
| |
| (p) |
|
Represents payments by the Company during 2008 for housing expenses for Messrs.
Gupta, Mallin and Israelsen. |
| |
| (q) |
|
Represents payments by the Company during 2006 of expenses associated with
retaining an executive compensation consultant for Mr. Gupta. |
| |
| |
|
|
The following table provides information regarding each grant of a plan-based award made to a
NEO in the year ended December 31, 2008.
GRANTS OF PLAN-BASED AWARDS
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards(2): |
|
|
Grant Date |
|
| |
|
Estimated Future Payouts Under Non-Equity |
|
|
Number of Shares |
|
|
Fair Value |
|
| |
|
Incentive Plan Awards(1) |
|
|
of Stock or Units |
|
|
of Stock and |
|
| Name |
|
Threshold ($) |
|
|
Target ($) |
|
|
Maximum ($) |
|
|
Granted (#) |
|
|
Option Awards(3) |
|
V. Gupta |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
B. Fairfield |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
200,000 |
|
|
|
726,000 |
|
S. Dean |
|
|
190,000 |
|
|
|
285,000 |
|
|
|
380,000 |
|
|
|
25,000 |
|
|
|
116,500 |
|
T. Oberdorf |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
117,080 |
|
|
|
425,000 |
|
E. Mallin |
|
|
330,000 |
|
|
|
495,000 |
|
|
|
660,000 |
|
|
|
100,000 |
|
|
|
466,000 |
|
M. Israelsen(4) |
|
|
— |
|
|
|
0 |
|
|
|
— |
|
|
|
40,000 |
|
|
|
186,400 |
|
G. Mahnke(4) |
|
|
— |
|
|
|
261,398 |
|
|
|
— |
|
|
|
25,000 |
|
|
|
116,500 |
|
|
|
|
| (1) |
|
With respect to Messrs. Dean and Mallin, these columns reflect potential awards
under our 2008 Plan. The components of this plan and the non-equity incentive
plans for Mr. Israelsen and Dr. Mahnke are discussed in more detail under the
heading “Compensation Discussion and Analysis — Executive Compensation for Fiscal
Year 2008.” Actual payouts for 2008, if any, are disclosed in the “Non-Equity
Incentive Plan Compensation” column of the Summary Compensation Table. For 2008,
with the exception of Dr. Mahnke, the performance levels were not met and
therefore, no performance based year end bonuses were paid for 2008. The grant
date for these awards was January 24, 2008 for Mr. Dean and Mr. Mallin, February
1, 2008 for Mr. Israelsen and January 18, 2008 for Dr. Mahnke. Mr. Gupta, Mr.
Fairfield, and Mr. Oberdorf did not participate in our 2008 incentive plans. |
| |
| (2) |
|
Grant of Restricted Stock Units under the 2007 Omnibus Incentive Plan discussed in
our “Compensation Discussion and Analysis.” The grant date for these awards was
December 18, 2008 for Mr. Fairfield and Mr. Oberdorf and December 26, 2008 for Mr.
Dean, Mr. Mallin, Mr. Israelsen and Dr. Mahnke. The restricted stock units vest in
four equal annual installments commencing December 18, 2009 for Messrs. Fairfield
and Oberdorf and December 26, 2009 for Messrs. Dean, Mallin, Israelsen and Dr.
Mahnke. If employment terminates for any reason, the remaining restricted stock
units which have not vested are forfeited, except upon the consummation of a
Corporate Transaction, as defined in the Company’s Amended and Restated 2007
Omnibus Incentive Plan, the RSUs will become 100% vested if they are not assumed,
or equivalent RSUs are not substituted for the RSUs, by the Company or its
successor. |
| |
| (3) |
|
Amounts are computed in accordance with SFAS No. 123R. |
| |
| (4) |
|
Neither Mr. Israelsen’s or Dr. Mahnke’s award had a minimum or a maximum threshold. |
19
OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Option Awards(1) |
|
|
|
|
|
|
|
| |
|
Number of |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Securities |
|
|
Securities |
|
|
|
|
|
|
|
|
|
|
Stock Awards(2) |
|
| |
|
Underlying |
|
|
Underlying |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Market Value |
|
| |
|
Unexercised |
|
|
Unexercised |
|
|
|
|
|
|
|
|
|
|
Shares or Units |
|
|
of Shares or |
|
| |
|
Options |
|
|
Options |
|
|
Option |
|
|
Option |
|
|
of Stock that |
|
|
Units of Stock |
|
| |
|
(#) |
|
|
(#) |
|
|
Exercise |
|
|
Expiration |
|
|
Have Not Vested |
|
|
That Have Not |
|
| Name |
|
Exercisable |
|
|
Unexercisable |
|
|
Price ($) |
|
|
Date |
|
|
Have Not Vested (#) |
|
|
Vested ($) |
|
V. Gupta |
|
|
224,999 |
|
|
|
275,000 |
|
|
$ |
12.60 |
|
|
|
3/10/2015 |
|
|
|
— |
|
|
$ |
— |
|
B. Fairfield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
948,000 |
|
S. Dean |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
118,500 |
|
T. Oberdorf |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,080 |
|
|
|
554,959 |
|
E. Mallin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
|
474,000 |
|
M. Israelsen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
189,600 |
|
G. Mahnke |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
118,500 |
|
|
|
|
| (1) |
|
These options were granted under the Company’s 1997 Stock Option Plan,
as amended, on March 10, 2005. These options vested 30% on March 10,
2008 and 15% on March 10, 2009, and will vest 15% on March 10, 2010,
15% on March 10, 2011, 15% on March 10, 2012 and 10% on March 10,
2013. These options have a term of 10 years. |
| |
| (2) |
|
See footnotes 2 and 3 for the above “Grants of Plan-Based Awards”
table for a description of these restricted stock units for Messrs.
Fairfield, Dean, Oberdorf, Mallin, Israelsen and Dr. Mahnke. |
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Severance Agreements with NEOs
In February 2006, the Company entered into severance agreements with Edward C. Mallin and
Stormy L. Dean. Each of the severance agreements provides that if the executive’s employment is
terminated either (i) by the Company for any reason other than Cause (as defined in the severance
agreement), or (ii) by the executive for Good Reason (as defined in the severance agreement), the
Company will make payments to the executive at a rate equal to the executive’s Total Compensation
(as defined below) for a period from 6 months to 24 months, depending on the length of service
completed by the executive. In addition, if the executive elects to continue health and/or dental
insurance coverage under COBRA, the Company will pay the employer portion of the monthly premium
until the executive obtains substantially equivalent insurance coverage, but, in any event, for not
more than 12 months. “Total Compensation” means the executive’s base salary as in effect at the
time of termination, plus the average of the executive’s annual bonus amount for the three calendar
years preceding the year in which the executive’s employment terminates. If the Company becomes
subject to a Change in Control (as defined below) and within twelve (12) months after such Change
in Control, the executive’s employment is terminated either (i) by the Company for any reason other
than Cause, or (ii) by the executive for Good Reason, the Company shall pay to the executive a lump
sum based on the executive’s Total Compensation. The amount of the lump sum will be from one time
up to three times the executive’s Total Compensation, depending on the length of service completed
by the executive, together with additional payments sufficient to compensate for certain federal
excise taxes. In addition, if the executive elects to continue health and/or dental insurance
coverage under COBRA, the Company will pay the employer portion of the monthly premium until the
executive obtains substantially equivalent insurance coverage, but, in any event, for not more than
12 months. Also, all shares of capital stock, stock options, performance units, stock appreciation
rights or other derivative securities of the Company held by the executive at the time of
termination will become fully vested and exercisable. If the executive’s employment terminates as a
result of the executive’s death or Disability (as defined in the severance agreement), the Company
shall pay the executive’s accrued compensation through the termination date, and a pro rata portion
of the executive’s target bonus for the year in which termination occurs. To receive any severance
benefits, the executive must execute a general release of all claims against the Company and must
refrain from competing with the Company and from soliciting the Company’s employees for a period of
up to 12 months after the date of termination. If it is determined that any payment or
20
distribution will be subject to the excise tax imposed under Internal Revenue Code Section
280G, then the executive will be entitled to receive an additional payment or “gross up” to ensure
that severance payments are not diminished.
For purposes of the severance agreements, a “Change in Control” includes (i) the consummation
of a merger or consolidation of the Company with or into another entity or any other corporate
reorganization, if persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization own immediately after such merger, consolidation or
other reorganization 50% or more of the voting power of the outstanding securities of each of (A)
the continuing or surviving entity and (B) any direct or indirect parent corporation of such
continuing or surviving entity; (ii) the sale, transfer or other disposition of all or
substantially all of the Company’s assets; (iii) a change in the majority of the board of directors
without the approval of the incumbent board; (iv) any incumbent director who beneficially owns more
than twenty percent (20%) of the total voting power represented by the Company’s then outstanding
voting securities involuntarily ceasing to be a director; or (v) any transaction as a result of
which any person first becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing at least 15% of the total
voting power represented by the Company’s then outstanding voting securities.
In December 2008, the Company entered into an employment agreement with Bill L. Fairfield.
Please refer to the Form 8-K filed by the Company on December 31, 2008 for a complete copy of the
employment agreement. The agreement with Mr. Fairfield provides for severance under certain
circumstances. If the executive’s employment is terminated either (i) by the Company without Cause
(as defined in the agreement), or (ii) by the executive for Good Reason (as defined in the
agreement), and such termination is not in anticipation of or on or after a Change of Control (as
defined in the agreement), the Company will make payments to the executive at a rate equal to one
half the executive’s then Annual Salary plus one half the targeted Annual Cash Incentive for the
year of termination. If such termination is in anticipation of or on or after a Change of Control,
the Company shall pay to the executive a lump sum equal to two times executive’s then Annual Salary
plus two times the targeted Annual Cash Incentive for the year of termination, less any Change of
Control incentive payment received by the executive. Regardless of whether such termination was
related to a Change of Control, the executive, his spouse and dependent children shall be entitled
to continuation of health insurance coverage under the Company’s plans at the Company’s expense for
one year. Also, all equity awards held by executive at termination which vest based on time shall
become vested as of termination. Finally, any performance objectives upon which the earning of
performance-based long-term incentives are conditioned shall be earned based on earned based on
actual performance at the date of termination.
If the executive’s employment terminates as a result of the executive’s death or Disability
(as defined in the severance agreement), the Company shall pay the executive’s accrued compensation
through the termination date, and a pro rata portion of the executive’s target bonus for the year
in which termination occurs. The executive (if disabled), his spouse and dependent children shall
be entitled to continuation of health insurance coverage under the Company’s plans at the Company’s
expense for one year. Also, all equity awards held by executive at termination which vest based on
time shall become vested as of termination. Finally, any performance objectives upon which the
earning of performance-based long-term incentives are conditioned shall be deemed to have been met
at the target level on the date of termination.
To receive any severance benefits, the executive must execute a general release of all claims
against the Company. Executive has also agreed to refrain from competing with the Company and from
soliciting the Company’s employees for a period of one year after the date of termination. If it is
determined that any payment or distribution will be subject to the excise tax imposed under
Internal Revenue Code Section 280G, then the executive will be entitled to receive an additional
payment or “gross up” to ensure that severance payments are not diminished.
In February 2008, a subsidiary of the Company, SalesGenie.com, Inc. entered into an employment
agreement with Mark Israelsen, which provides for severance under certain circumstances. If Mr.
Israelsen is terminated without “cause” (as defined in the agreement) or resigns for “Good Reason”
(as defined in the agreement), the Company shall pay him, for a period of twelve months, his then
current base salary plus a pro-rata amount equal to his annual bonus for the prior year. Such
payments will cease immediately upon the first date executive commences any other full time
employment. Additionally, upon such termination, the Company shall pay the executive any amount
remaining under his agreed upon quarterly bonus, which is payable for the first 12 quarters of
employment at $100,000 per quarter. Subsequent to the end of fiscal 2008, Mr. Israelsen ceased to
be an executive officer and employee of the Company. The Company agreed to pay Mr. Israelsen
severance of $400,000, of which $123,077 has already been paid, in accordance with his employment
agreement.
21
To receive any severance benefits, the executive must execute a general release of claims
against the Company. Executive has also agreed to refrain from competing against the Company and
soliciting the Company’s customers or employees for a period of two years following termination of
employment.
In December 2008, the Company entered into an employment agreement with Thomas Oberdorf.
Please refer to the Form 8-K/A filed by the Company on December 31, 2009 for a complete copy of the
employment agreement. The agreement with Mr. Oberdorf provides for severance under certain
circumstances. If the executive’s employment is terminated either (i) by the Company without Cause
(as defined in the agreement), or (ii) by the executive for Good Reason (as defined in the
agreement), and such termination is not in anticipation of, or on or after a Change of Control (as
defined in the agreement), the Company will make payments to the executive at a rate equal to one
times the executive’s then Annual Salary plus one times the average of the two highest Annual Cash
Incentive payments received by the executive in the preceding three years (the total being defined
as the “Base Severance Amount”). If such termination is in anticipation of or on or within 2 years
after a Change of Control, the Company shall pay to the executive a lump sum equal to the Base
Severance Amount within 30 days of termination, and will also pay, one year after termination,
another lump sum equal to the Base Severance Amount less executive’s then total compensation from
any gainful employment. Regardless of whether such termination was related to a Change of Control,
the executive, his spouse and dependent children shall be entitled to continuation of health
insurance coverage under the Company’s plans at the Company’s expense for one year. Also, all
equity awards held by executive at termination which vest based on time shall become vested as of
termination. Finally, any performance objectives upon which the earning of performance-based
long-term incentives are conditioned shall be earned based on actual performance at the date of
termination.
If the executive’s employment terminates as a result of the executive’s death or Disability
(as defined in the severance agreement), the Company shall pay the executive’s accrued compensation
through the termination date, and a pro rata portion of the executive’s target bonus for the year
in which termination occurs. The executive (if disabled), his spouse and dependent children shall
be entitled to continuation of health insurance coverage under the Company’s plans at the Company’s
expense for one year. Also, all equity awards held by executive at termination which vest based on
time shall become vested as of termination. Finally, any performance objectives upon which the
earning of performance-based long-term incentives are conditioned shall be deemed to have been met
at the target level on the date of termination.
To receive any severance benefits, the executive must execute a general release of all claims
against the Company. Executive has also agreed to refrain from competing with the Company and from
soliciting the Company’s employees for a period of one year after the date of termination. If it is
determined that any payment or distribution will be subject to the excise tax imposed under
Internal Revenue Code Section 280G, then the executive will be entitled to receive an additional
payment or “gross up” to ensure that severance payments are not diminished.
Following the end of 2008, the Company, in March of 2009, entered into a severance and change
in control agreement with Dr. Greg Mahnke. The agreement with Dr. Mahnke provides for severance if
he is terminated without cause within twelve months following the sale of the Company’s Macro
International subsidiary to ICF International, which such sale was completed on March 31, 2009. If,
during the twelve months following the sale, either (i) the executive’s employment is terminated
for other than Cause (as defined in the agreement), or (ii) the executive terminates his employment
for Good Reason (as defined in the agreement), the Company will make a lump sum payment to the
executive at a rate equal to one times the Executive’s base annual salary plus one times the
executive’s targeted bonus for the year in which the Change in Control occurs.
To receive any severance benefits, the executive must execute a general release of all claims
against the Company. Executive has also agreed to refrain from soliciting the Company’s customers
during the term of the agreement, and shall not solicit the Company’s employees for the term of the
agreement plus a period of one year following.
22
Potential Payments under the Severance Agreements
The following tables set forth the payments Mr. Fairfield, Mr. Dean, Mr. Oberdorf, Mr. Mallin,
Mr. Israelsen and Dr. Mahnke would receive if they were terminated as of December 31, 2008.
Potential Payments to Bill L. Fairfield upon the Occurrence of Certain Events
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
510,000 |
|
|
$ |
510,000 |
|
|
$ |
270,000 |
|
|
$ |
270,000 |
|
|
$ |
510,000 |
|
|
$ |
2,040,000 |
|
Stock Awards(1) |
|
|
— |
|
|
|
948,000 |
|
|
|
948,000 |
|
|
|
948,000 |
|
|
|
948,000 |
|
|
|
948,000 |
|
|
|
948,000 |
|
Health Insurance |
|
|
— |
|
|
|
6,950 |
|
|
|
6,950 |
|
|
|
6,950 |
|
|
|
6,950 |
|
|
|
— |
|
|
|
6,950 |
|
Life Insurance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
Disability Pay |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
349,808 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Potential Payments to Stormy L. Dean upon the Occurrence of Certain Events
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
914,700 |
|
|
$ |
914,700 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,219,600 |
|
Stock Awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
118,500 |
|
|
|
118,500 |
|
|
|
118,500 |
|
|
|
118,500 |
|
Health Insurance |
|
|
— |
|
|
|
6,352 |
|
|
|
6,352 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,352 |
|
Life Insurance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
Disability Pay |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,636,932 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Accrued Vacation Pay |
|
|
52,050 |
|
|
|
52,050 |
|
|
|
52,050 |
|
|
|
52,050 |
|
|
|
52,050 |
|
|
|
— |
|
|
|
52,050 |
|
Potential Payments to Thomas Oberdorf upon the Occurrence of Certain Events
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
425,000 |
|
|
$ |
425,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
850,000 |
|
Stock Awards |
|
|
— |
|
|
|
554,959 |
|
|
|
554,959 |
|
|
|
554,959 |
|
|
|
554,959 |
|
|
|
554,959 |
|
|
|
554,959 |
|
Accrued Vacation Pay |
|
|
2,452 |
|
|
|
2,452 |
|
|
|
2,452 |
|
|
|
2,452 |
|
|
|
2,452 |
|
|
|
— |
|
|
|
2,452 |
|
Potential Payments to Edward C. Mallin upon the Occurrence of Certain Events
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
2,224,200 |
|
|
$ |
2,224,200 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,336,300 |
|
Stock Awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
474,000 |
|
|
|
474,000 |
|
|
|
474,000 |
|
|
|
474,000 |
|
Health Insurance |
|
|
— |
|
|
|
5,224 |
|
|
|
5,224 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,224 |
|
Life Insurance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
Disability Pay |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
734,466 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
23
Potential Payments to Mark Israelsen upon the Occurrence of Certain Events (1)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
1,200,000 |
|
|
$ |
1,200,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,200,000 |
|
Stock Awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
189,600 |
|
|
|
189,600 |
|
Health Insurance |
|
|
— |
|
|
|
6,948 |
|
|
|
6,948 |
|
|
|
6,948 |
|
|
|
6,948 |
|
|
|
— |
|
|
|
6,948 |
|
Life Insurance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
200,000 |
|
|
|
— |
|
|
|
— |
|
Disability Pay |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,044,164 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Accrued Vacation Pay |
|
|
25,385 |
|
|
|
25,385 |
|
|
|
25,385 |
|
|
|
25,385 |
|
|
|
25,385 |
|
|
|
— |
|
|
|
25,385 |
|
|
|
|
| (1) |
|
Subsequent to the end of fiscal 2008, Mr. Israelsen ceased to be an
executive officer and employee of the Company. |
Potential Payments to Dr. Greg Mahnke upon the Occurrence of Certain Events (2)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
by the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
Change in |
|
| |
|
|
|
|
|
for Good |
|
|
Termination |
|
|
|
|
|
|
|
|
|
|
Control of |
|
|
Control of |
|
| |
|
Voluntary |
|
|
Reason, |
|
|
by the |
|
|
|
|
|
|
|
|
|
|
Company |
|
|
Company |
|
| |
|
Termination or |
|
|
Other Than |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
without the |
|
|
with the |
|
| |
|
Termination for |
|
|
a Change |
|
|
without |
|
|
|
|
|
|
|
|
|
|
Executive’s |
|
|
Executive’s |
|
| Component of Compensation |
|
Cause |
|
|
in Control |
|
|
Cause |
|
|
Disability |
|
|
Death |
|
|
Termination |
|
|
Termination |
|
Cash Severance (base
salary + bonus) |
|
$ |
— |
|
|
$ |
304,344 |
|
|
$ |
304,344 |
|
|
$ |
304,333 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
593,398 |
|
Stock Awards(1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
118,500 |
|
|
|
118,500 |
|
Health Insurance |
|
|
— |
|
|
|
10,879 |
|
|
|
10,879 |
|
|
|
10,879 |
|
|
|
10,879 |
|
|
|
— |
|
|
|
10,879 |
|
Life Insurance |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
|
|
— |
|
Disability Pay |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
955,068 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Accrued Vacation Pay |
|
|
46,397 |
|
|
|
46,397 |
|
|
|
46,397 |
|
|
|
46,397 |
|
|
|
46,397 |
|
|
|
— |
|
|
|
46,397 |
|
|
|
|
| (1) |
|
The value of the stock award payments are calculated based on the
amount awarded multiplied by the closing price of the Company’s common
stock on the NASDAQ Global Select Market on December 31, 2008. In the
case of a change on control of the Company, upon the consummation of a
Corporate Transaction, as defined in the Company’s Amended and
Restated 2007 Omnibus Incentive Plan, the RSUs will become 100% vested
if they are not assumed, or equivalent RSUs are not substituted for
the RSUs, by the Company or its successor. |
| |
| (2) |
|
Subsequent to the end of fiscal 2008, Dr. Mahnke ceased to be an
executive officer and employee of the Company. |
DIRECTOR COMPENSATION
For the period from January 1, 2008 through December 31, 2008, non-employee directors receive
an annual cash retainer of $120,000, payable in monthly installments of $10,000 each. Mr. Gupta and
Mr. Fairfield do not receive compensation for their service on the Board of Directors during the
time period they were in the position of Chief Executive Officer for the Company.
For the period from January 1, 2008 through December 31, 2008, the chair of each standing
Board committee, in addition to other compensation he received for services as a director, received
an annual cash retainer of $20,000, payable in monthly installments of $1,667 each. For the periods
of time in which the Company had a non-executive Chairman, the Chairman of the Board received an
additional annual cash retainer of $50,000, payable in monthly installments of $4,167 each. For the
periods of time in which the Company had a Lead Independent Director, the Lead Independent Director
received, in addition to other compensation he received for services as a director or a committee
chair, an additional annual cash retainer of $25,000, payable in monthly installments of $2,083
each. Members of non-standing committees, including the Special Litigation Committee, each received
a cash retainer of
24
$50,000, payable at the creation date of that committee, and an additional per meeting fee of
$4,000 if travel was required or $2,000 if travel was not required.
| |
|
|
|
|
|
|
|
|
| |
|
Fees |
|
|
|
|
| |
|
Earned or |
|
|
|
|
| |
|
Paid in Cash |
|
|
Total |
|
| Name |
|
($) |
|
|
($) |
|
Bernard W. Reznicek(1) |
|
$ |
296,615 |
|
|
$ |
296,615 |
|
George Krauss(2) |
|
|
288,917 |
|
|
|
288,917 |
|
Clifton T. Weatherford(3) |
|
|
273,776 |
|
|
|
273,776 |
|
Robin S. Chandra(4) |
|
|
256,581 |
|
|
|
256,581 |
|
Bill L. Fairfield(5) |
|
|
248,250 |
|
|
|
248,250 |
|
Elliot S. Kaplan |
|
|
120,000 |
|
|
|
120,000 |
|
John N. Staples III |
|
|
110,000 |
|
|
|
110,000 |
|
Dr. George F. Haddix(6) |
|
|
104,903 |
|
|
|
104,903 |
|
Dr. Vasant H. Raval(7) |
|
|
102,903 |
|
|
|
102,903 |
|
Vinod Gupta(8) |
|
|
40,000 |
|
|
|
40,000 |
|
Gary Morin(9) |
|
|
22,581 |
|
|
|
22,581 |
|
Dennis P. Walker(10) |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
|
| (1) |
|
Mr. Reznicek received $144,000 in compensation, included within this
total fees earned or paid in cash amount, for his services on the
Special Litigation Committee during 2008. |
| |
| (2) |
|
Mr. Krauss received $148,000 in compensation, included within this
total fees earned or paid in cash amount, for his services on the
Special Litigation Committee during 2008. |
| |
| (3) |
|
Mr. Weatherford received $142,000 in compensation, included within
this total fees earned or paid in cash amount, for his services on the
Special Litigation Committee during 2008. |
| |
| (4) |
|
Mr. Chandra resigned from the Board of Directors effective February 6, 2009.
He received $134,000 in compensation, included within this total fees earned
or paid in cash amount, for his services on the Special Litigation Committee
during 2008. |
| |
| (5) |
|
Mr. Fairfield was appointed to the position of Chief Executive Officer of
the Company effective August 20, 2008. As of that date he no longer received
compensation for his service on the Board of Directors. His compensation as
Chief Executive Officer is reported in the “Summary Compensation Table.”
Outstanding equity awards for Mr. Fairfield are reported in the “Outstanding
Equity Awards at Fiscal Year-End” table. Mr. Fairfield received $144,000 in
compensation, included within this total fees earned or paid in cash amount,
for his services on the Special Litigation Committee during 2008. |
| |
| (6) |
|
Dr. Haddix resigned from the Board of Directors effective December 9, 2008. |
| |
| (7) |
|
Dr. Raval resigned from the Board of Directors effective December 9, 2008. |
| |
| (8) |
|
Mr. Gupta resigned as Chief Executive Officer of the Company effective
August 20, 2008. As of that date he began receiving compensation for his
service on the Board of Directors. His compensation as Chief Executive
Officer is reported in the “Summary Compensation Table.” Outstanding equity
awards for Mr. Gupta are reported in the “Outstanding Equity Awards at
Fiscal Year-End” table. |
| |
| (9) |
|
Mr. Morin was appointed to the Board of Directors effective October 24, 2008. |
| |
| (10) |
|
Mr. Walker resigned from the Board of Directors effective January 25, 2008. |
25
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Currently, the following individuals serve as members of the Compensation Committee: Thomas L.
Thomas (Chair), George Krauss, Bernard W. Reznicek, and Roger Siboni. Prior members of the
Compensation Committee in 2008 included Dr. George F. Haddix, Robin S. Chandra and Dennis P.
Walker. No member of the Compensation Committee (with the exception of Mr. Fairfield, who became
Chief Executive Officer of the Company in August 2008, subsequent to his resignation from the
Compensation Committee in 2007) is or ever has been an executive officer or employee of the Company
(or any of its subsidiaries), and no “compensation committee interlocks” existed during fiscal year
2008.
26
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this report:
3. Exhibits. The following Exhibits are filed as part of, or incorporated by reference into, this
report:
| |
|
|
|
|
| Exhibit |
|
|
|
|
| No. |
|
|
|
Description |
*31.1
|
|
—
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
*31.2
|
|
—
|
|
Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
|
|
|
|
| |
infoGROUP Inc.
|
|
| |
By: |
/s/ THOMAS OBERDORF
|
|
| |
|
Thomas Oberdorf |
|
| |
|
Executive Vice President and Chief Financial Officer |
|
| |
Dated: December 1, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on
Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
| |
|
|
|
|
| Signature |
|
Title |
|
Date |
/s/ Roger Siboni
Roger Siboni
|
|
Chairman of the Board
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Bill L. Fairfield
Bill L. Fairfield
|
|
Chief Executive Officer
(principal executive officer)
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Thomas Oberdorf
Thomas Oberdorf
|
|
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
|
|
December 1, 2009 |
| |
|
|
|
|
| |
|
Director |
|
|
Vinod Gupta
|
|
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ George Krauss
George Krauss
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Gary Morin
Gary Morin
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Bernard W. Reznicek
Bernard W. Reznicek
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
Lee D. Roberts
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ John N. Staples III
John N. Staples III
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Thomas L. Thomas
Thomas L. Thomas
|
|
Director
|
|
December 1, 2009 |
| |
|
|
|
|
/s/ Clifton T. Weatherford
Clifton T. Weatherford
|
|
Director
|
|
December 1, 2009 |
28