ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Information Regarding the Board of Directors
The
Board of Directors currently consists of seven members. Derek Elder
resigned from the Board of Directors on January 25, 2019; his
resignation was not the result of any disagreement with management.
Both Jeremy Hitchcock and Jonathan Seelig joined the Board of
Directors in May 2019. At each meeting of stockholders, Directors
are elected for a one-year term. The following table and
biographical descriptions set forth information regarding the
current members of the Board of Directors.
|
Name
|
|
Age
|
|
Principal
Occupation
|
|
Director
Since
|
|
Joseph
J. Donovan(1),
(2), (3)
|
|
70
|
|
Recently
retired as Adjunct Professor at Suffolk University's Sawyer School
of Management
|
|
2005
|
|
Philip
Frank(1),
(2)
|
|
49
|
|
President
and CEO of VUI, Inc.
|
|
2015
|
|
Jeremy
Hitchcock(3),
(4)
|
|
38
|
|
Executive
Chairman of the Board of Zoom Telephonics, Inc., and President and
Chief Executive Officer of Minim, Inc.
|
|
2019
|
|
Peter
R. Kramer(2),
(3)
|
|
68
|
|
Artist
|
|
1977
|
|
Frank
B. Manning
|
|
71
|
|
Recently
retired as Chairman of the Board, Chief Executive Officer and
President of Zoom Telephonics, Inc.
|
|
1977
|
|
Jonathan
Seelig
|
|
47
|
|
Chief
Executive Officer of Tectonic Network
|
|
2019
|
|
Peter
Sykes(1)
|
|
74
|
|
Personal
Investor
|
|
2016
|
(1)
Members of the Audit Committee as of March 31,
2020. Chair, Philip Frank.
(2)
Members of the Compensation Committee as of
March 31, 2020. Chair, Peter Kramer.
(3)
Members of the Nominating Committee as of
March 31, 2020. Chair, Joseph Donovan.
(4)
Chairman of the Board of Directors, Jeremy
Hitchcock.
Joseph J. Donovan has been a Director
of Zoom since 2005. Currently retired, Mr. Donovan served as the
Director of Education Programs of Suffolk University's Sawyer
School of Management on the Dean College campus, where he was
responsible for the administration of undergraduate and graduate
course offerings at Dean College from March 2004 through September
2009. Mr. Donovan also served as an adjunct faculty member at
Suffolk University's Sawyer School of Management. He taught Money
and Capital Markets, Managerial Economics, and Managerial Finance
in the Graduate School of Business Administration at Suffolk
University. Mr. Donovan served as the Director of Emerging
Technology Development for the Commonwealth of Massachusetts'
Office of Emerging Technology from January 1993 through
October 2004. Mr. Donovan also served as a Director of
the Massachusetts Technology Development Corporation, the
Massachusetts Emerging Technology Development Fund, and the
Massachusetts Community Development Corporation. He received a
Bachelor of Arts in Economics and History from St. Anselm College
in Manchester, N.H. and a Master's Degree in Economics and Business
from the University of Nebraska. Mr. Donovan was a member of
the Board of Directors of Zoom Technologies, Inc. from 2005 until
September 2009. Mr. Donovan adds a perspective to our
Board of Directors which he gained through his experience both as
an educator and a leader in the Massachusetts high technology
community.
Philip Frank
is a technology executive with over 25
years of experience. He has been a Director of Zoom since September 22,
2015. He has served as President, CEO and Director of VUI,
Inc. since September 2018. Prior to that, he was the
President, CEO and a Director of AirSense Wireless from August of
2016 until its sale to Charter Communications in January 2018, and
was Zoom's Chief Financial Officer from September 2015 to July
2016. From February 2005 to December 2014 he worked for the
Nokia Corporation including Nokia Siemens Networks, based in
London, UK. At Nokia, Mr. Frank was most recently the Global
Head of Corporate Development and M&A. Earlier in his
career Mr. Frank was an executive with AT&T Wireless as well as
having worked with global advisory firms Diamond-Cluster
International and Accenture. He received a Master’s in
Business Administration from the University of Michigan Ross
School of Business. Mr. Frank’s extensive experience as
a senior financial and development executive with the world’s
largest telecommunications service provider and with the
world’s largest infrastructure vendor provides Zoom with
topical industry expertise and a valuable perspective regarding
financial management, strategy, development and
sales.
Jeremy Hitchcock is a technology
entrepreneur and executive who joined Zoom’s Board of
Directors in May 2019. On January 16, 2020, the Board appointed Mr.
Hitchcock as Chairman of the Board, to be effective as of February
1, 2020. On April 14, 2020, the Board appointed Mr. Hitchcock as
Executive Chairman of the Board. Mr. Hitchcock serves as CEO of
Minim, Inc., a fast growing IoT networking and security company.
Previously Mr. Hitchcock founded Dyn when he was a student at
Worcester Polytechnic Institute in 2001. Dyn is an Internet
infrastructure company connecting people, content, and commerce.
The company grew to 500 people and raised $100 million of growth
capital, and was acquired by Oracle in 2017. Mr. Hitchcock’s
extensive experience in networking, security, and business enable
him to serve on our Board of Directors.
Peter R. Kramer is a co-founder of Zoom
and has been a Director of Zoom since May 1977.
Mr. Kramer also served as our Executive Vice President from
May 1977 until November 2009, when he retired from this
position. He earned his B.A. degree in 1973 from SUNY Stony Brook
and his Master’s in Fine Art degree from C.W. Post College in
1975. From 1999 to 2005 Mr. Kramer was a Director of
Intermute, a company that Zoom co-founded and that was sold to
Trend Micro Inc., a subsidiary of Trend Micro Japan.
Mr. Kramer was a member of the Board of Directors of Zoom
Technologies, Inc. from 1977 until September 2009.
Mr. Kramer’s experience as our co-founder and as
Executive Vice President with Zoom for over thirty years enables
him to bring a well-informed perspective to our Board of
Directors.
Frank B. Manning co-founded the Company
and served as Chief Executive Officer from May 1977 until his
retirement February 1, 2020. He has continued to serve on the
Company’s Board of Directors from 1977 until now. He earned
his BS, MS and PhD degrees in Electrical Engineering from the
Massachusetts Institute of Technology, where he was a National
Science Foundation Fellow. From 1998 through late 2006
Mr. Manning was also a director of the Massachusetts
Technology Development Corporation, a public purpose venture
capital firm that invests in seed and early-stage technology
companies in Massachusetts. From 1999 to 2005 Mr. Frank
Manning was a Director of Intermute, a company that Zoom co-founded
and that was sold to Trend Micro Inc., a subsidiary of Trend Micro
Japan. Mr. Manning was a Director of Unity Business Networks,
a hosted VoIP service provider, from Zoom's investment in
July 2007 until Unity’s acquisition in
October 2009. From its inception until November 2010
Mr. Manning was also a director of Zoom Technologies.
Mr. Manning’s extensive experience as our CEO for many
years, as well as his experience and professional skills in
electronics and business, enable him to serve on Zoom’s Board
of Directors.
Peter Sykes has been a Director of Zoom
since October 24, 2016. Mr. Sykes is a British entrepreneur
and investor. Mr. Sykes had a successful corporate career with Dell
Inc., from 1992 to 2002 initially setting up the Dell subsidiaries
in Switzerland and Austria and later developing the Dell Global
Enterprise Program across Europe. Subsequently, Mr. Sykes
spearheaded Dell's development of Thailand, Korea and India.
Since 2002 Mr. Sykes has managed his personal investment portfolio.
Mr. Sykes has a wealth of experience developing electronics
hardware sales channels enabling him to capably serve on our Board
of Directors.
Jonathan Seelig joined as a Director of
Zoom in May 2019. Mr. Seelig is Co-founder and CEO of Tectonic
Network, a startup cloud infrastructure company. While a student at
MIT, he co-founded Akamai (NASDAQ: AKAM), the world’s first
and largest Content Delivery Network. He was formerly Managing
Director at Globespan Capital Partners and Chairman of the board at
Zipcar. Mr. Seelig has been a board member of over a dozen
companies and an investor in many more. His extensive experience in
networking, cloud infrastructure, business, and finance enable him
to serve on our Board of Directors.
Board of Directors' Meetings, Structure and Committees
The
Board of Directors held five (5) meetings during the year ending
December 31, 2019. Each director attended at least 75% of the
meetings of the Board of Directors and each Committee on which he
served. All of Zoom's directors are encouraged to attend Zoom's
Annual Meeting of stockholders. There was one director in
attendance at the 2019 Annual Meeting.
Standing committees
of the Board include an Audit Committee, a Compensation Committee
and a Nominating Committee. As of December 31, 2018,
Messrs. Donovan, Frank, and Sykes with Mr. Frank presiding as
Chairman. Messrs. Donovan, Frank, and Kramer served as members
of the Compensation Committee with Mr. Kramer presiding as
Chairman. Messrs. Donovan, Hitchcock, and Kramer served as the
members of the Nominating Committee with Mr. Donovan presiding as
Chairman.
Board Independence. The Board of
Directors has reviewed the qualifications of Messrs. Donovan,
Kramer, Frank and Sykes and has determined that each individual is
"independent" as such term is defined under the current listing
standards of the Nasdaq Stock Market. In addition, each member of
the Audit Committee is independent as required under
Section 10A(m)(3) of the Securities Exchange Act of 1934, as
amended.
Structure of the Board of Directors.
Mr. Hitchcock serves as the Executive Chairman of the Board of
Directors. The Board of Directors has not designated a lead
independent director.
The Board of Directors’ Role in Risk
Oversight. The Board of Directors oversees our risk
management process. This oversight is primarily accomplished
through the Board of Directors’ committees and
management’s reporting processes, including receiving regular
reports from members of senior management on areas of material risk
to the company, including operational, financial and strategic
risks. The Audit Committee focuses on risks related to accounting,
internal controls, and financial and tax reporting and related
party transactions. The Audit Committee also assesses economic and
business risks and monitors compliance with ethical standards. The
Compensation Committee identifies and oversees risks associated
with our executive compensation policies and
practices.
Our Other Executive Officers
The
names and biographical information of our current executive
officers are set forth below:
|
Name
|
|
Age
|
|
Position with
Zoom
|
|
Jeremy
Hitchcock
|
|
38
|
|
Executive
Chairman of the Board of Directors
|
|
Joseph
L. Wytanis
|
|
60
|
|
President
and Chief Executive Officer
|
|
Jacquelyn
Barry Hamilton
|
|
58
|
|
Chief
Financial Officer
|
|
John
Lauten
|
|
54
|
|
Senior
Vice President of Operations
|
|
Alla
Berina
|
|
58
|
|
Vice
President of Sales
|
|
Phil
Stanhope
|
|
56
|
|
Chief
Technology Officer and Vice President of Engineering
|
Jeremy Hitchcock is a technology
entrepreneur and executive who joined Zoom’s Board of
Directors in May 2019. On January 16, 2020, the Board appointed Mr.
Hitchcock as Chairman of the Board, to be effective as of February
1, 2020. On April 14, 2020, the Board appointed Mr. Hitchcock as
Executive Chairman of the Board. Mr. Hitchcock serves as CEO of
Minim, Inc., a fast growing IoT networking and security company.
Previously Mr. Hitchcock founded Dyn when he was a student at
Worcester Polytechnic Institute in 2001. Dyn is an Internet
infrastructure company connecting people, content, and commerce.
The company grew to 500 people and raised $100 million of growth
capital, and was acquired by Oracle in 2017. Mr. Hitchcock’s
extensive experience in networking, security, and business enable
him to serve on our Board of Directors.
Joseph L. Wytanis was appointed Chief
Executive Officer of the Company in February 2020. He joined Zoom
in October 2018 as President and Chief Operating Officer. He is a
high technology senior
level executive with extensive experience in consumer electronic
and communication companies. Prior to joining Zoom, he served as Senior
Practice Engagement Partner at Infosys Limited from March 2018,
where he provided engineering services consulting to cable, mobile
and satellite service operators and has also served as a Principal
at High Tech Associates, LLC from August 2011 through October 2018,
where he provided consulting services relating to vision, strategy,
business development and marketing. Mr. Wytanis served as Executive
Vice President and Chief Operating Officer at SMC Networks, Inc.
from January 2012 through August 2014, where he successfully
led the introduction of a complete line of cable home networking
products and smart home IoT products. He previously served as a
Vice President and General Manager at Scientific-Atlanta/Cisco
System, Inc. from 2000 through 2011, where he grew the Cable Home
Networking Business Unit from a start-up to a profitable business,
and prior to that held marketing, business and strategy positions
with Panasonic, BellSouth, NCR/AT&T, Northern Telecom and the
Associated Press. Mr. Wytanis earned a BS
in Business Administration/Marketing from Rowan University and an
MBA from the University of Georgia, Terry College of
Business.
Jacquelyn Barry Hamilton was appointed
Chief Financial Officer of Zoom in February 2020 following her
initial role with the Company as consultant and Acting Chief
Financial Officer. Prior to joining Zoom, she served as Chief
Financial Officer of Modo Labs, a mobile application development
company, from February 2019 through December 2019. Ms. Barry
Hamilton served as Chief Financial Officer of Netcracker
Technology, a subsidiary of NEC Corporation that delivers a
software platform together with professional integration services
and managed services to telecommunications and cable companies
globally, from June 2015 through September 2018 and as Chief
Financial Officer of Intronis, a company that provides cloud-based
data protection and recovery, from March 2012 through June 2015.
Ms. Barry Hamilton also served as Vice President Finance &
Operations of Monster Worldwide, a global public company providing
a SaaS platform to match jobseekers with employers, from 2008
through 2012, and as Chief Financial Officer of the Global
Technology Division of Monster Worldwide from 2004 through 2008.
Ms. Barry Hamilton served as Senior Vice President of the
Integrated Services Group of Level(3) Communications from March
2002 through May 2003. Ms. Barry Hamilton served as Senior Vice
President and Chief Financial Officer at Corporate Software, a
global reseller of software and related technologies from September
1998 through March 2002 and held positions of financial
responsibility developing its finance, analytics and strategy
functions between September 1990 through September 1998. Ms. Barry
Hamilton earned a BA in Finance from Simmons College and an MS in
Finance from the Carroll School of Management at Boston
College.
John Lauten was appointed Senior Vice
President of Operations of the Company in November 2019. Mr. Lauten
is a high technology, senior level operations executive with
extensive experience working for consumer electronics and
communications companies offering products and/or services
worldwide. His areas of expertise include supply chain management,
operations, and strategy. Mr. Lauten held senior level positions
with various high-tech companies including Nortel,
Scientific-Atlanta, Cisco Systems, Fox Factory, and Skully
Technologies. At Scientific-Atlanta/Cisco he was Global Head of
Customer Operations and Supply Chain Management. Under his
leadership, Mr. Lauten optimized the supply chain and customer
support organizations to create operational efficiencies and a
better customer experience. Most recently, Mr. Lauten managed the
turnaround of a wearable technology company called Skully
Technologies as Chief Operating Officer. Mr. Lauten earned a BBA in
Business Administration from Texas Christian University and an MBA
from the University of Texas at Austin, The Red McCombs School of
Business.
Alla Berina was appointed Vice
President of Sales in August 2019. Ms. Berina a results-oriented technology sales and
engineering executive. Alla’s past achievements include
leading a sales team that delivered over $100M in annual revenue
when she was VP of Sales for US Cable Northeast with Arris.
Throughout her career Alla held a number of sales and engineering
leadership positions with companies that included ADC Broadband,
Bigband, Nortel/Baynetworks/Wellfleet, and GE. She earned a MSEE
degree from Northeastern University and a BSEE from Rutgers
University.
Phil Stanhope was appointed Chief
Technology Officer and Vice President of Engineering in May 2019.
Mr. Stanhope was the VP of
Technology Strategy for Oracle Cloud Infrastructure (OCI). In this
role he led the acquisition of a cloud security company and the
subsequent launch of OCI’s first hosted security service.
Phil was the CTO of Dyn when it was acquired by Oracle in 2016.
Phil’s expertise includes engineering, infrastructure,
architecture, security, analytics, operations, and emerging
technologies. Phil is a known thought leader in the industry,
having served on numerous advisory boards and technology adoption
programs for over 30 years and has been a speaker at numerous
internet and security conferences. He earned a BS degree in
Computer & Information Science from the University of
Massachusetts.
Code of Ethics and Code of Conduct
Our
Board has adopted a Code of Conduct that is applicable to all of
our directors and executive officers and a Code of Ethics for
Senior Financial Officers. A copy of our Code of Conduct and Code
of Ethics is available on the Governance page of our website at
www.zoomtel.com
or upon request, without charge, but contacting us at (617)
753-0897 or through an e-mail request to
investor@zoomtel.com.
Delinquent Section 16(a) Reports
Ownership of and
transactions in our Common Stock by our executive officers and
directors and owners of 10% or more of our outstanding Common Stock
are required to be reported to the SEC pursuant to Section 16(a) of
the Exchange Act. Based solely on a review of the forms filed
electronically with the SEC and the written representations
received from the directors and executive officers, the Company
believes that all reports required to be filed during fiscal year
2019 were filed on a timely basis except as follows: Phil Stanhope,
our Chief Technology Officer and Vice President of Engineering,
untimely filed a Form 3 upon becoming an officer of the Company and
a Form 4 relating to a grant of 90,000 stock options on June 21,
2019 pursuant to the 2009 Stock Option Plan; Joseph Wytanis, then
our President and Chief Operating Officer and currently our
President and Chief Executive Officer, untimely filed a Form 4
relating to the purchase of 90,910 shares of Common Stock relating
to a May 2019 private placement of our Common Stock; Jeremy
Hitchcock, then a Director and currently our Executive Chairman of
the Board, untimely filed two Forms 4 relating to a grant of 30,000
stock options on May 30, 2019 and 7,500 stock options on July 10,
2019, each as part of his compensation as a member of the Board of
Directors, and a Form 4 relating to a purchase of 7,680 shares of
Common Stock on December 19, 2019; Peter Kramer, Director, untimely
filed a Form 4 relating to the purchase of 90,910 shares of Common
Stock relating to a May 2019 private placement of our Common Stock;
Frank Manning, then our Chairman of the Board and Chief Executive
Officer and currently a Director, untimely filed a Form 4 relating
to the purchase of 313,634 shares of Common Stock relating to a May
2019 private placement of our Common Stock; and Johnathan Seelig,
Director, untimely filed a Form 3 upon becoming a Director of the
Company and two Forms 4 relating to a grant of 30,000 stock options
on May 30, 2019 and 7,500 stock options on July 10, 2019, each as
part of his compensation as a member of the Board of
Directors.
ITEM 11 - EXECUTIVE AND DIRECTORS’ COMPENSATION
EXECUTIVE COMPENSATION
Summary Compensation Table
The
following Summary Compensation Table sets forth the total
compensation paid or accrued for the fiscal years ended
December 31, 2019 and December 31, 2018 for our principal
executive officer and our other two most highly compensated
executive officers. We refer to these officers as our named
executive officers.
|
Name and
Principal Position
|
|
|
|
|
All Other
Compensation (3)
($)
|
|
|
Frank B. Manning,
retired Chairman of the Board, Chief Executive Officer and
President
|
2019
|
$134,244
|
--
|
$67,463
|
$350
|
$202,057
|
|
|
2018
|
$129,272
|
--
|
$45,500
|
$536
|
$175,308
|
|
Deena
Randall(4),
former Vice
President of Operations
|
2019
|
$137,492
|
$10,000
|
--
|
$350
|
$147,842
|
|
|
2018
|
$128,336
|
--
|
$40,950
|
$536
|
$169,822
|
|
Joseph L.
Wytanis,
then President and
Chief Operating Officer and currently President and Chief Executive
Officer
|
2019
|
$207,708
|
$60,000
|
--
|
$107,538
|
$375,246
|
|
|
2018
|
$26,923
|
$30,000
|
$76,273
|
--
|
$133,196
|
(1)
The amounts in this
column represent bonus payments granted in the applicable fiscal
year.
(2)
The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Stock Option Plan and 2019
Stock Option Plan. Assumptions used in the calculations of these
amounts are included in Note 7 to our Financial Statements included
in our Annual Report on Form 10-K for the year ended
December 31, 2019. These options are incentive stock options
issued under the 2009 Stock Option Plan or 2019 Stock Option Plan
and represent the right to purchase shares of Common Stock at a
fixed price per share (the grant date fair market value of the
shares of Common Stock underlying the options).
(3)
The amounts
included in the “All Other Compensation” column for
2019 consists of: (a) Zoom’s contribution to a 401(k) plan of
$350 for each named executive officer, and (b) taxable housing
allowance to Mr. Wytanis of $107,188; and for 2018 consists of: (a)
life insurance premiums paid by Zoom to the named executive
officer: Mr. Manning $186 and Ms. Randall $186; and (b)
Zoom’s contribution to a 401(k) plan of $350 for each named
executive officer.
(4)
Ms. Randall retired
from the Company effective as of October 1, 2019.
Outstanding
Equity Interests
The
following table sets forth information concerning outstanding stock
options as of December 31, 2019 for each named executive
officer.
Outstanding
Equity Awards at 2019 Fiscal Year-End
|
|
|
Number of
Securities
Underlying
Unexercised Options
|
|
|
|
Name
|
|
|
|
|
|
|
Frank B.
Manning(1)
|
04/30/2015
|
75,000
|
--
|
$0.25
|
04/30/2020
|
|
|
08/09/2018
|
25,000
|
25,000
|
$2.09
|
08/09/2021
|
|
|
09/03/2019
|
--
|
200,000
|
$0.81
|
09/03/2022
|
|
Deena
Randall
|
08/09/2018
|
22,500
|
22,500
|
$2.09
|
08/09/2021
|
|
Joseph
Wytanis
|
10/29/2018
|
50,000
|
50,000
|
$1.66
|
08/09/2021
|
(1)
Upon his retirement
on February 1, 2020, all of the options held by Mr. Manning became
fully vested.
Employment, Termination and Change of Control
Agreements
Zoom
entered into severance and change of control agreements with each
of the named executive officers. The purpose of these arrangements
is to encourage the named executive officers to continue as
employees and/or assist in the event of a change-in-control of
Zoom. Zoom has entered into agreements with each of the named
executive officers formalizing the compensation arrangement
described below.
Under
the terms of each agreement, if a named executive officer is
terminated by Zoom for any reason other than for cause, such named
executive officer will receive severance pay in an amount equal to
the greater of three months’ base salary or a number of weeks
of base salary equal to the number of full years employed by Zoom
divided by two and all outstanding stock options issued on or after
September 22, 2009 held by the named executive officer will
become immediately vested and will be exercisable for a period of
up to 30 days after termination.
Under
the terms of each agreement, each named executive officer will
receive severance pay equal to six months’ base salary if (i)
the named executive officer’s employment is terminated
without cause within six months after a change-in-control, (ii) the
named executive officer’s job responsibilities, reporting
status or compensation are materially diminished and the named
executive officer leaves the employment of the acquiring company
within six months after the change-in-control, or (iii) Zoom is
liquidated. In addition, in the event of a change-in-control or
liquidation of Zoom, outstanding stock options granted to the named
executive officer on or after September 22, 2009 will become
immediately vested.
Potential Termination and Change-in Control Payments
As of
December 31, 2019, in the event a named executive officer is
terminated by Zoom for any reason other than cause or a
change-in-control or liquidation of Zoom, the named executive
officer would receive the following cash payments: Mr. Frank
$50,963 and Mr. Wytanis $50,000. These amounts represent the
greater of three months’ salary or the number of weeks of
base salary equal to the number of years employed by Zoom divided
by two. In the event of termination as a result of a
change-in-control or liquidation, the named executive officers
would receive the following cash payments: Mr. Frank Manning
$64,636 and Mr. Wytanis $100,000. These amounts represent six
months’ base salary. In the event of either termination of
employment, all options held by the named executive officers that
were issued on or after September 22, 2009 would become
immediately vested. Ms. Randall, who retired effective October 1,
2019, was not then eligible for any such payment.
Director Compensation
The
following table sets forth information concerning the compensation
of our Directors who are not named executive officers for the
fiscal year ended December 31, 2019.
|
Name
|
Fees Earned or
Paid in Cash
|
Option Awards
(1)(2)(3)(4)(5)
|
|
|
|
Joseph J.
Donovan
|
$2,000
|
$9,801
|
−
|
$11,801
|
|
Derek
Elder
|
−
|
$5,841
|
−
|
$5,841
|
|
Philip
Frank
|
$2,000
|
$9,801
|
−
|
$11,801
|
|
Jeremy
Hitchcock
|
$1,250
|
$18,522
|
−
|
$19,772
|
|
Peter R.
Kramer
|
$2,000
|
$9,801
|
−
|
$11,801
|
|
Jonathan
Seelig
|
$1,250
|
$18,522
|
−
|
$19,772
|
|
Peter
Sykes
|
$2,000
|
$9,801
|
−
|
$11,801
|
(1)
The amounts
included in the “Option Awards” column reflect the
aggregate grant date fair value of option awards in accordance with
FASB ASC Topic 718, pursuant to the 2009 Directors Stock Option
Plan and 2019 Directors Stock Option Plan. Assumptions used in the
calculations of these amounts are included in Note 7 to our
Financial Statements included in our Annual Report on
Form 10-K for the year ended December 31, 2019. These
options are non-qualified stock options issued under the 2009
Directors Stock Option Plan or 2019 Directors Stock Option Plan and
represent the right to purchase shares of Common Stock at a fixed
price per share (the grant date fair market value of the shares of
Common Stock underlying the options).
(2)
As of
December 31, 2019, each non-employee Director holds the
following aggregate number of shares under outstanding stock
options:
|
|
Number of Shares
Underlying Outstanding Stock Options
|
|
Joseph J.
Donovan
|
75,000
|
|
Derek
Elder(4)
|
--
|
|
Philip
Frank
|
75,000
|
|
Jeremy
Hitchcock
|
37,500
|
|
Peter
Kramer
|
75,000
|
|
Jonathan
Seelig
|
37,500
|
|
Peter
Sykes
|
45,000
|
(3)
As of December 31,
2019, the number of shares underlying stock options granted to each
non-employee Director in 2019 and the grant date fair market value
of such stock options is:
|
|
|
Number of Shares
underlying Stock Options Grants in 2019
|
Grant Date Fair
Value of Stock Option Grants in 2019
|
|
Joseph J.
Donovan
|
01/10/2019
|
7,500
|
$5,841
|
|
|
07/10/2019
|
7,500
|
$3,960
|
|
Derek
Elder(4)
|
01/10/2019
|
7,500
|
$5,841
|
|
Philip
Frank
|
01/10/2019
|
7,500
|
$5,841
|
|
|
07/10/2019
|
7,500
|
$3,960
|
|
Jeremy
Hitchcock(5)
|
05/30/2019
|
30,000
|
$14,562
|
|
|
07/10/2019
|
7,500
|
$3,960
|
|
Peter
Kramer
|
01/10/2019
|
7,500
|
$5,841
|
|
|
07/10/2019
|
7,500
|
$3,960
|
|
Jonathan
Seelig(5)
|
05/30/2019
|
30,000
|
$14,562
|
|
|
07/10/2019
|
7,500
|
$3,960
|
|
Peter
Sykes
|
01/10/2019
|
7,500
|
$5,841
|
|
|
07/10/2019
|
7,500
|
$3,960
|
(4)
On January 25,
2019, Derek Elder resigned from the Board of
Directors.
(5)
The Company closed
on a $5 million private placement and issued an aggregate of
4,545,455 shares on May 3, 2019 and Mr. Hitchcock and Mr. Seelig
joined the Board; upon joining the Board, Mr. Hitchcock and Mr.
Seelig each received a grant of 30,000 stock options.
Each
non-employee Director of Zoom receives a fee of $500 per quarter
plus a fee of $500 for each meeting at which the Director is
personally present. Travel and lodging expenses are also
reimbursed.
Each
non-employee Director of Zoom may be granted stock options under
Zoom's 2009 Directors Stock Option Plan, as amended (the "Directors
Plan") or the 2019 Director Stock Option Plan. The 2009 Directors
Plan expired and was replaced with the 2019 Director Stock Option
Plan approved at the Company Annual Meeting in July, 2019. The
exercise price for the options granted under either of the
Directors Plan is the fair market value of the Common Stock on the
date the option is granted.
Option Exercises
Joseph
Donovan and Peter Kramer each exercised options to purchase a total
of 15,000 shares of Common Stock during the fiscal year ended
December 31, 2019.
ITEM 13 – CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
Item
404(d) of Regulation S-K requires us to disclose any
transaction in which the amount involved exceeds the lesser of (i)
$120,000, or (ii) one percent of the average of Zoom’s
total assets at year end for the last two completed fiscal years,
in which Zoom is a participant and in which any related person has
or will have a direct or indirect material interest. A related
person is any executive officer, Director, nominee for Director, or
holder of 5% or more of our Common Stock, or an immediate family
member of any of those persons.
On May
3, 2019, the Company entered into a Stock Purchase Agreement with
certain accredited investors, including Mr. Hitchcock, in a private
placement (the “Private Placement”) pursuant to which
the Company sold an aggregate of 4,545,455 shares of Common Stock,
par value $0.01 per share at a purchase price of $1.10 per share.
The gross proceeds to the Company at the closing of the Private
Placement were approximately $5.0 million. In connection with the
Private Placement, Mr. Hitchcock and Mr. Seelig were appointed as
members of the Board of Directors of the Company. In the event that
Mr. Hitchcock and/or Mr. Seelig resign or are removed from the
Board, Zulu Holdings LLC (“Zulu”) will have the right
to designate replacement directors pursuant to the terms of the
Stock Purchase Agreement. The board designation rights will
terminate upon Zulu ceasing to own at least 8% of the
Company’s Common Stock on a fully diluted basis. During the
Lock Up Period (as defined in the Stock Purchase Agreement), Zulu
shall have the right to participate in any subsequent financing in
an amount necessary to maintain Zulu’s pro-rata ownership of
the Company (calculated on a fully-diluted basis) on the same
terms, conditions and price provided for in any such subsequent
financing. In addition, on July 25, 2019, the Company entered into
a Master Partnership Agreement with Minim, Inc.
(“Minim”), together with a related Statement of Work,
License, Collaborative Agreement, Software/Service Availability
Agreement and Software/Service Support Level Agreement
(collectively, the “Partnership Agreement”). Under the
Partnership Agreement, the Company will integrate Minim software
and services into certain hardware products distributed by the
Company, and Minim will be entitled to certain fees and a portion
of revenue received from the end users of such services and
software. The Company and Minim entered into an additional
Statement of Work on December 31, 2019 providing for further
integration of Minim services, with a monthly minimum payment of
$5,000 payable by the Company to Minim starting in January 2020 for
a period of thirty-six months and a requirement for Minim to
purchase at least $90,000 of the Company’s hardware by
December 2022. As of April 14, 2020, the Company has made payments
of $10,000 on February 21, 2020 and $5,000 on March 12, 2020 to
Minim under the Partnership Agreement.
Except
as described above, since January 1, 2019, Zoom has not been a
participant in any transaction that is reportable under Item 404(d)
of Regulation S-K.
Policies and Procedures Regarding Review, Approval or Ratification
of Related Person Transactions
In
accordance with our Audit Committee charter, which is in writing,
our Audit Committee is responsible for reviewing and approving the
terms of any related party transactions. The Audit Committee
charter sets forth the standards, policies and procedures that we
follow for the review, approval or ratification of any related
person transaction that we are required to report pursuant to Item
404(d) of Regulation S-K promulgated by the Securities and Exchange
Commission. Any related person transactions would need to be
approved by our Audit Committee prior to us entering into such a
transaction.