Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On August 23, 2017, our board of directors (the “Board”), upon
recommendation of the Remuneration Committee, increased the annual base salary
of Herman Kotzé, our Chief Executive Officer, Chief Financial Officer, Treasurer
and Secretary, and Nitin Soma, our Chief Technology Officer, to $700,000 and
$380,000, respectively. The increase in annual base salary in each case was
effective July 1, 2017.
In addition, the Board adopted a cash incentive award plan for
fiscal 2018 for Messrs. Kotzé and Soma and awarded shares of restricted stock to
Messrs. Kotzé and Soma, some of which vest over time and some of which vest
based on the performance of our stock price.
Cash Incentive Award Plan for Fiscal 2018
Under the cash incentive award
plan, each of Messrs. Kotzé and Soma will be eligible to earn a cash incentive
award based on our fiscal 2018 financial and stock price performance (the
“Quantitative Portion of the Cash Incentive Award Plan” below) and his
individual contribution toward the achievement of certain objectives described
under “Qualitative Portion of the Cash Incentive Award Plan” below. The terms of
the cash incentive award plan are not contained in a formal written document,
but are summarized below.
The cash incentive award plan provides
for a target level cash incentive award of 100% and 50%, respectively, of
Messrs. Kotzé and Soma’s annual base salary for fiscal 2018. Under the plan, 70%
will be based on quantitative factors including (i) our fiscal 2018 financial
performance and (ii) our stock price performance during a defined 365 day
period; and 30% will be based on qualitative factors. The quantitative portion
of the award is limited, for Mr. Kotzé, to 150% of his base salary multiplied by
0.70 and, for Mr. Soma, to 64.3% of his base salary multiplied by 0.70; however,
it is further divided and determined, as more fully described below, based on
the achievement of certain fundamental diluted earnings per share (“Fundamental
EPS”) and the achievement of certain levels of volume-weighted average stock
price (“VWAP”). The Fundamental EPS and VWAP components of the cash incentive
award operate independently. It is possible for each executive to earn all or a
portion of the Fundamental EPS component of the award but none of the VWAP
component of the award and vice versa.
The qualitative portion of the award is
limited to 30% and 20%, respectively, of each of Messrs. Kotzé and Soma’s annual
base salary and is based on certain predetermined performance criteria.
Quantitative Portion of the Cash Incentive Award Plan
Each of Messrs. Kotzé and Soma
will be entitled to receive an amount equal to 70% and 30%, respectively, of
his respective annual base salary (the “
Target Quantitative Award
”) if
(1) Fundamental EPS equals or exceeds $1.65 for fiscal 2018 and (2) the VWAP
equals or exceeds $14.00 for a period of 30 consecutive trading days during a
measurement period commencing on August 23, 2017 and ending on August 23, 2018.
At other levels of Fundamental EPS and VWAP, each executive will receive the
following percentage of the Target Quantitative Award based on the following two
components:
Fundamental EPS Thresholds (60% of
the Quantitative Portion of the Cash Incentive Award Plan)
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Below $1.57 (threshold)—0%
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At $1.65 (target)—100%
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At $1.815—125%
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At or above $1.90 (maximum)—150%
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Fundamental EPS at or above $1.57 and below
$1.90 will be interpolated relative to next threshold on a linear basis.
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Fundamental EPS will be measured
in U.S. dollars as our earnings per share on a constant currency basis
determined in accordance with U.S. generally accepted accounting principles, as
adjusted to exclude the effects related to (i) amortization of intangible assets
(net of deferred taxes) and acquisition-related costs; (ii) stock-based
compensation charges and (iii) other items that the Remuneration Committee may
determine in its discretion to be appropriate (for example, accounting changes
and one-time or unusual items).
VWAP Thresholds (40% of the
Quantitative Portion of the Cash Incentive Award Plan)
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Below $13.00 (threshold)—0%
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At or above $13.00 and below $14.00—50%
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At or above $14.00 (target) and below
$15.00—100%
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At or above $15.00 (maximum)—150%
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Thresholds are absolute and not subject to
interpolation.
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In order to calculate the total quantitative portion of the
cash incentive award, the percentages achieved with respect to each of the
Fundamental EPS and VWAP components of the award (which can range from 0% - 150%
in each case) are each multiplied by (a) 0.60 with respect to the Fundamental
EPS component and 0.40 with respect to the VWAP component, (b) 0.70 for Mr. Kotzé
and 0.30 for Mr. Soma, respectively, and (c) the executive’s 2018 base annual
salary.
Qualitative Portion of the Cash Incentive Award Plan
Mr. Kotzé will be entitled to
receive up to 30% of his annual base salary based on his contribution toward the
enhancing shareholder value through performance criteria which includes:
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Progress with certain business relationships;
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Achievement and increases in incremental
revenue lines;
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Development of applications;
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Progress with initiatives, expansion,
succession and strategic plans; and
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Personnel and management goals.
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Mr. Soma will be entitled to
receive up to 20% of his annual base salary based on his contribution toward the
enhancing shareholder value through performance criteria which includes:
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Progress with research, development
and innovation activities;
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Support and collaboration with other
departments to achieve their objectives;
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Maintenance of a secure and efficient information
technology environment;
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Progress with initiatives, expansion,
succession and strategic plans; and
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Personnel and management goals.
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The Remuneration Committee may
award between 0% and 100% of 30% of Mr. Kotzé’s annual base salary and between
0% and 100% of 20% of Mr. Soma’s annual base salary, based on its assessment of
progress against these objectives.
Tables Illustrating Potential Payments Under Quantitative
Portion of the Cash Incentive Award Plan
Based on Mr. Kotzé’s current annual base
salary of $700,000, the table below illustrates the potential amounts that could
be payable to him under the quantitative portion of the cash incentive award
plan upon achievement of various levels of Fundamental EPS and VWAP and assuming
the full award is made in respect of the qualitative portion of the plan. The maximum
total award payable to Mr. Kotzé, assuming the full award of $210,000 is made in
respect of the qualitative portion of the plan, is $945,000.
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Quantitative Portion
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Qualitative
Portion
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Total
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Fundamental
EPS
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Amount
Payable
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VWAP
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Amount
Payable
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Total
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Total
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Threshold
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Below $1.57
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$-
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Below $13.00
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$-
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$-
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$210,000
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$210,000
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$-
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At or above
$13.00 and
below $14.00
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$98,000
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$98,000
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$210,000
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$308,000
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Target
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At $1.65
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$294,000
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At or above
$14.00 and
below $15.00
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$196,000
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$490,000
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$210,000
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$700,000
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At $1.815
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$367,500
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$-
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$367,500
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$210,000
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$577,500
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Maximum
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At or above
$1.90
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$441,000
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At or above $15.00
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$294,000
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$735,000
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$210,000
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$945,000
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Based on Mr. Soma’s current
annual base salary of $380,000, the table below illustrates the potential
amounts that could be payable to him under the quantitative portion of the cash
incentive award plan upon achievement of various levels of Fundamental EPS and
VWAP and assuming the full award is made in respect of the qualitative portion
of the plan. The maximum total award payable to Mr. Soma, assuming the full award of
$76,000 is made in respect of the qualitative portion of the plan, is $247,000.
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Quantitative Portion
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Qualitative
Portion
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Total
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Fundamental
EPS
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Amount
Payable
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VWAP
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Amount
Payable
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Total
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Total
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Below $1.57
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$-
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Below $13.00
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$-
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$-
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$76,000
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$76,000
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-
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$-
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At or above
$13.00 and
below $14.00
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$22,800
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$22,800
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$76,000
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$98,800
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Target
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At $1.65
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$68,400
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At or above
$14.00 and
below $15.00
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$45,600
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$114,000
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$76,000
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$190,000
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At $1.815
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$85,500
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-
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$-
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$85,500
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$76,000
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$161,500
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Maximum
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At or above
$1.90
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$102,600
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At or above
$15.00
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$68,400
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$171,000
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$76,000
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$247,000
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Grants of Restricted Stock – Performance-Vesting
On August 23, 2017, our Board,
upon the recommendation of the Remuneration Committee, awarded 150,000 and
30,000 shares of restricted stock with time-based and performance-based vesting
conditions to Messrs. Kotzé and Soma, respectively.
In order for any of the shares to
vest, the following conditions must be satisfied: (1) the price of our common
stock must equal or exceed certain agreed VWAP levels (as described below)
during a measurement period commencing on the date that we file our Annual
Report on Form 10-K for the fiscal year ended 2020 and ending on December 31,
2020 and (2) the recipient is employed by us on a full-time basis when the
condition in (1) is met. The VWAP levels and vesting percentages related to such
levels are as follows:
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Below $15.00 (threshold)—0%
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At or above $15.00 and below
$19.00—33%
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At or above $19.00 and below
$23.00—66%
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At or above $23.00—100%
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Any shares that do not vest in accordance with the
above-described conditions will be forfeited.
Grants of Restricted Stock – Time-Vesting
On August 23, 2017, our Board, upon the recommendation of the
Remuneration Committee, also awarded 50,000 and 15,000 shares of restricted
stock with a time-based vesting condition to Messrs. Kotzé and Soma,
respectively. These shares of restricted stock will vest only if the recipient
remains employed by us on a full-time basis on August 23, 2020 and are not
subject to any performance-based vesting conditions.
Any shares that do not vest in accordance with the
above-described conditions will be forfeited.