UNITED
STATES SECURITIES
AND
EXCHANGE COMMISSION
Washington,
DC 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of the SecuritiesExchange Act
of 1934 (Amendment No.)
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Filed by the
Registrant ☒·
Filed by a Party other than the
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Data I/O Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
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Form, Schedule or Registration Statement No.:
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DATA I/O CORPORATION
NOTICE OF 2020
ANNUAL MEETING
and
PROXY STATEMENT
DATA I/O CORPORATION
April 1, 2020
To Our Shareholders:
You are cordially invited to attend the 2020
Annual Meeting of Data I/O Corporation, which will be held at Data
I/O’s headquarters at 6645 185th
Ave NE, Suite 100, Redmond, Washington
98052. The meeting will begin at 10:00 a.m. Pacific Daylight Time
on Monday, May 18, 2020.
Officers
of Data I/O will be attending and will respond to questions after
the meeting. Formal business will include the election of
directors, ratification of the continued appointment of Grant
Thornton LLP as Data I/O’s independent auditors, and an
advisory vote on executive compensation.
Please read the proxy materials carefully. Your
vote is important. Data I/O appreciates you considering and acting
on the proposals presented. The meeting is not being held as a
virtual or hybrid meeting, so in order to attend and vote at the
meeting (as opposed to voting by proxy), you must attend the
meeting in person. However, due to ongoing concerns related to the
spread of COVID-19, and in order to mitigate potential risks to the
health and safety of our shareholders, employees, and other
stakeholders, the Company encourages shareholders to vote on the
matters before the meeting by proxy, and if you wish to listen to
the annual meeting matters and voting results by way of a
conference call, we encourage you to use the conference call rather
than attend the meeting in person. There is no other business
presentation planned for the meeting. The conference call
information will be available on the Company’s website
at https://www.dataio.com/Company/Investor-Relations/Annual-Meeting
or contact the corporate
Secretary.
Sincerely,
/s/
Anthony Ambrose
Anthony
Ambrose
President
and Chief Executive Officer
DATA I/O CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - May 18,
2020
To the Shareholders of Data I/O Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Data I/O Corporation (the “Company” or “Data
I/O”) will be held at 10:00 a.m. Pacific Daylight Time, on
Monday, May 18, 2020, at Data I/O’s principal offices, 6645
185th
Ave NE, Suite 100, Redmond, Washington
98052, for the following purposes:
(1)
Election of Directors:
To
elect five directors, each to serve until the next annual meeting
of shareholders or until his or her successor is elected and
qualified or until such director’s earlier death,
resignation, or removal.
(2)
Ratification of Independent Auditors:
To
ratify the continued appointment of Grant Thornton LLP as Data
I/O’s independent auditors for the calendar year ended
December 31, 2020.
(3)
Say on Pay – Advisory Vote on Executive
Compensation:
To
consider and vote on an advisory resolution on the compensation of
our named executive officers.
To
consider and vote upon such other business as may properly come
before the meeting or any adjournments or postponements
thereof.
Important Notice Regarding the
Availability of Proxy Materials for the Shareholder Meeting To Be
Held on May 18, 2020. The proxy statement and annual report to
security holders are also available at http://www.dataio.com/company/investorrelations/annualmeeting.aspx.
The Board of Directors has fixed the close of business on March 19,
2020, as the Record Date for the determination of shareholders
entitled to notice of, and to vote at, the 2020 Annual Meeting and
any adjournment or postponement thereof.
By
Order of the Board of Directors
/s/
Anthony Ambrose
Anthony
Ambrose
President
and Chief Executive Officer
Redmond, Washington
April 1, 2020
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the meeting in person, we urge
you to sign, date, and return the accompanying proxy card at your
earliest convenience, or you may vote by the internet at
http://www.investorvote.com/DAIO or by telephone at 1-800-652-8683,
as provided in the instructions on the proxy card. This will ensure
the presence of a quorum at the meeting. Promptly returning a signed and
dated proxy card, or voting by the internet or by telephone, will
save Data I/O the extra expense of additional solicitation.
Your proxy is revocable at your
request any time before it is voted. If you attend the meeting, you
may vote in person if you wish, even if you have previously
returned your proxy card. If you vote by mail, an addressed,
postage-paid envelope is provided in order to make certain that
your shares will be represented at the Annual
Meeting.
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DATA I/O CORPORATION
6645 185th
Ave NE, Suite 100
Redmond, Washington 98052
____________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 18, 2020
INFORMATION REGARDING PROXY
This Proxy Statement and the accompanying form of proxy are
furnished in connection with the solicitation of proxies by the
Board of Directors (“Board of Directors”) on behalf of
Data I/O Corporation (the “Company” or “Data
I/O”) for use at the Annual Meeting of Shareholders to be
held on Monday, May 18, 2020, at 10:00 a.m. Pacific Daylight
Time at Data I/O’s principal offices, 6645
185th
Ave NE, Suite 100, Redmond, Washington
98052, and at any adjournment of the meeting (the “Annual
Meeting”). Shareholders of record at the close of business on
March 19, 2020, (the “Record Date”) are entitled to
notice of, and to vote at, the Annual Meeting. This Proxy Statement
and a copy of Data I/O’s 2019 Annual Report to Shareholders
are being mailed to shareholders on or about April 13,
2020.
A proxy card is enclosed for your use. You are requested on behalf of
the Board of Directors to sign, date, and return the proxy card in
the accompanying envelope,
which is postage-paid if mailed in the United States or Canada, or
you may vote by the internet at http://www.investorvote.com/DAIO,
or by telephone at 1-800-652-8683, as provided in the instructions
on the proxy card. If you vote by the internet or by telephone, you
do not need to mail back the proxy card.
A proxy in the accompanying form, which is properly signed, dated
and returned and not revoked, will be voted in accordance with its
instructions. To vote on the election of directors, check the
appropriate box under Proposal 1 on your proxy card. You may (a)
vote “FOR” all of the director nominees as a group, (b)
“WITHHOLD” authority to vote for all director nominees
as a group, or (c) vote “FOR” all director nominees as
a group except those nominees indicated to the contrary. To vote on
Proposal 2 to ratify the continued appointment of Grant Thornton
LLP as Data I/O’s independent auditors for the calendar year
ended December 31, 2020, check the appropriate box under Proposal 2
on your proxy card. You may (a) vote “FOR” approval of
the ratification of Grant Thornton LLP as Data I/O’s
independent auditors, (b) vote “AGAINST” approval of
the ratification of Grant Thornton LLP as Data I/O’s
independent auditors, or (c) “ABSTAIN” from voting on
the ratification of Grant Thornton LLP as Data I/O’s
independent auditors. To vote on Proposal 3, Say on Pay –
Advisory Vote on Executive Compensation, you may vote (a)
“FOR” the advisory resolution, (b)
“AGAINST” the advisory resolution, or (c)
“ABSTAIN” from voting on the advisory resolution on
executive compensation.
Proxies which are returned to Data I/O without instructions will be
voted as recommended by the Board of Directors. Any shareholder who
returns a proxy may revoke it at any time prior to voting on any
matter (without, however, affecting any vote taken prior to such
revocation) by (i) delivering written notice of revocation to the
Secretary of Data I/O at Data I/O’s principal offices, (ii)
executing and delivering to Data I/O another proxy dated as of a
later date, or (iii) voting in person at the Annual
Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The only outstanding voting securities of Data I/O are shares of
common stock (the “Common Stock”). As of the Record
Date, there were 8,221,447 shares of Common Stock issued and
outstanding, and each such share is entitled to one vote at the
Annual Meeting. The presence in person or by proxy of holders of
record of a majority of the outstanding shares of Common Stock is
required for a quorum for transacting business at the Annual
Meeting. Shares of Common Stock underlying abstentions will be
considered present at the Annual Meeting for the purpose of
calculating a quorum. Under Washington law and Data I/O’s
charter documents, if a quorum is present, the five nominees for
election to the Board of Directors who receive the greatest number
of affirmative votes cast at the Annual Meeting will be elected
directors. Abstentions and broker non-votes will have no effect on
the election of directors because they are not cast in favor of any
particular candidate.
The proposal to ratify the continued appointment of Grant Thornton
as Data I/O’s independent auditors will be approved, if a
quorum is present, if the number of votes cast in favor of the
proposal exceeds the number of votes cast against the proposals.
Abstentions and broker non-votes on the proposals will have no
effect because approval of the proposal is based solely on the
votes cast.
Say on Pay – The advisory vote on the compensation of Data
I/O’s named executive officers will be approved, if a quorum
is present, if the number of votes cast in favor of the advisory
resolution exceeds the number of votes cast against the advisory
resolution. Abstentions and broker non-votes on the advisory
resolution will have no effect because approval of the advisory
resolution is based solely on the votes cast.
Proxies and ballots will be received and tabulated by
Computershare, an independent business entity not affiliated with
Data I/O.
Effect of Not Casting Your Vote
If you
hold your shares in street name, it is critical that you instruct
your broker or bank how to vote if you want it to count in Proposal
1, the election of directors; Proposal 3, Say on Pay. Regulations
no longer allow your bank or broker to vote your uninstructed
shares in the election of directors on a discretionary basis. If
you hold your shares in street name and you do not instruct your
bank or broker how to vote in the Proposal 1, election of
directors; and Proposal 3, Say on Pay, votes will not be cast on
your behalf for these Proposals. Your bank or broker will, however,
continue to have discretion to vote any uninstructed shares on
Proposal 2, ratification of the appointment of Data I/O’s
independent auditors. If you are a shareholder of record and you do
not cast your vote, votes will not be cast on your behalf on any of
the items of business at the Annual Meeting.
The Common Stock is traded on The NASDAQ Capital Market under the
symbol “DAIO”. The last sale price for the Common
Stock, as reported by The NASDAQ Capital Market on March 19, 2020,
was $2.69 per share.
Principal Holders of Data I/O’s Common Stock
The following table sets forth information for all shareholders
known by Data I/O to be the beneficial owners of more than five
percent of its outstanding Common Stock as of March 19, 2020.
Except as noted below, each person or entity has sole voting and
investment powers with for the shares shown.
Name and Address
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Amount and Nature of Beneficial
Ownership
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Percent of Shares Outstanding
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DH Partners, LLC
Delafield Hambrecht Partners Fund, L.P.
Delafield Hambrecht, Inc.
John D. Delafield
1301 2nd
Avenue, Suite 2850
Seattle, WA 98101
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712,755
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(1)
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8.67%
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Renaissance Technologies LLC
Renaissance Technologies Holding Corporation
800 Third Avenue
New York, NY 10022
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665,108
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(2)
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8.09%
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Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
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419,416
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(3)
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5.10%
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(1)
The
holding shown is as of November 12, 2019, as jointly reported by DH
Partners, LLC (“DHP”); Delafield Hambrecht Partners
Fund, L.P. (“DHPF”); Delafield Hambrecht, Inc.
(“DHI”); and; John D. Delafield, on the most recent
(filed November 12, 2019) Schedule 13D filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934. The Schedule 13G
indicates that DHPF has shared voting power and dispositive power
of 712,755 shares. DHP (General Partner of DHPF), DHI (Manager of
DHP) and John D. Delafield (President of DHI) each have shared
voting power and dispositive power as beneficial owner for 712,755
shares. John D. Delafield owns 8,600 Restricted Share Units of Data
I/O directly.
(2)
The
holding reported as of December 31, 2019, as jointly reported by
Renaissance Technologies LLC (“RTC”) and Renaissance
Technologies Holding Corporation (“RTHC”) on the most
recent (filed February 13, 2020) Schedule 13G filed under the
Securities Exchange Act of 1934. The Schedule 13G indicates that
RTC has sole voting power for 658,941 shares, dispositive power for
664,001 shares and shared dispositive power for 1,107 shares. The
Schedule 13G further indicates that RTHC has sole voting power for
658,941 shares, dispositive power for 664,001 shares and shared
dispositive power for 1,107 shares. comprising the shares
beneficially owned by RTHC, because of RTHC’s majority
ownership of RTC.
(3)
The
holding reported as of December 31, 2019, as reported by
Dimensional Fund Advisors LP (“DFA”) together with its
subsidiaries on the most recent (filed February 13, 2020) Schedule
13G filed under the Securities Exchange Act of 1934. The Schedule
13G indicates that DFA has sole voting power for 399,470 and sole
dispositive power for 419,416 shares and disclaims beneficial
ownership of such securities.
Directors’ and Officers’ Share Ownership
The following table indicates ownership of Data I/O’s Common
Stock by each director of Data I/O, each executive officer named in
the compensation tables appearing later in this Proxy Statement,
and by all directors and executive officers as a group, all as of
March 19, 2020. Data I/O is not aware of any family relationships
between any director, director nominee or executive officer of Data
I/O.
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Name
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Anthony
Ambrose
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250,867
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3.05%
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Joel
S. Hatlen
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130,224
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1.58%
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Rajeev
Gulati
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59,044
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(1)
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Michael Tidwell (2)
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24.585
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(1)
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Douglas
W. Brown
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46,374
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(1)
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Alan
B. Howe
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41,500
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(1)
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Mark
J. Gallenberger
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36,500
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(1)
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John
D. Delafield
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721,355
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8.77%
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All
current directors and executive officers
as a group (8 persons)(2)
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1,310,449
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15.94%
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(1) Less than 1 percent
each.
(2) Includes 6,250 options
exercisable within 60 days.
Data I/O is not aware of any arrangement the operation of which may
at a subsequent date result in a change of control of Data
I/O.
CORPORATE GOVERNANCE
Board Charters
The Board of Directors has adopted Corporate Governance and
Nominating Committee, Audit Committee and Compensation Committee
Charters. All our Charters are reviewed and updated periodically by
our Board of Directors. All of our Charters were reviewed during
2019 and again in early 2020 and no changes were made. The current
versions of our Charters are posted on the corporate governance
page of our website at
www.dataio.com/company/investorrelations/corporategovernance.aspx.
All of these Charters are consistent with the applicable
requirements of United States security laws and our NASDAQ listing
standards.
Code of Ethics
Our Code of Ethics was reviewed by our Board of Directors during
2019 and again in early 2020 and no changes were made. The current
version of our Code of Ethics is posted on the corporate governance
page of our website at
www.dataio.com/company/corporategovernance.axp. Data I/O’s
Code of Ethics apply to all directors, officers and employees of
Data I/O, including the named executive officers. The key
principles of the Code are to act legally, and with integrity in
all work for Data I/O. We will post any amendments to our Code of
Ethics on the corporate governance page of our website at
www.dataio.com/company/investorrelations/corporategovernance.aspx.
In the unlikely event that the Board of Directors approves any
waiver to the Code of Ethics for our executive officers or
directors, information concerning such waiver will also be posted
on our website. In addition to posting information regarding
amendments and waivers on our website, the same information will be
included in a Current Report on Form 8-K within four business days
following the date of the amendment or waiver, unless website
posting of such amendments or waivers is permitted by the rules of
The NASDAQ Stock Market LLC.
Risk Oversight
Our Board of Directors consists of four independent directors, and
one non-independent director, our Chief Executive Officer. Risk
oversight is generally handled by our entire Board of Directors,
although certain risk oversight areas such as internal control and
cyber risk are handled by our Audit Committee, and compensation is
handled by our Compensation Committee, respectively. The Board
leadership structure promotes effective oversight of the Company's
risk management for the same reasons that the structure is most
effective for the Company in general, that is, by providing the
Chief Executive Officer and other members of senior management with
the responsibility to assess and manage the Company's day-to-day
risk exposure and providing the Board, and specifically the Audit
Committee of the Board, with the responsibility to oversee these
efforts of management.
Director Independence
Messrs. Gallenberger, Howe, Brown and Delafield are independent
directors as defined by applicable U.S. Securities and Exchange
Commission (“SEC”) rules and NASDAQ listing standards.
Mr. Crowley was also independent, but is no longer a director as of
May 20, 2019. Mr. Ambrose, our Chief Executive Officer, is not an
independent director.
Leadership Structure
Our Chairman, Mr. Howe, is an independent director and Mr. Ambrose
is our Chief Executive Officer, President, and
Director.
PROPOSAL 1: ELECTION OF DIRECTORS
At the 2019 Annual Meeting, the shareholders elected five directors
to serve until the next Annual Meeting or until such
director’s successor has been qualified and elected or such
director’s earlier death, resignation or removal. For the
2020 Annual Meeting, the Board of Directors has approved the five
nominees named below. Five nominees are currently members of the
Board of Directors. Each of the nominees has indicated that they
are willing and able to serve as directors. However, should one or
more of the nominees not accept the nomination, or otherwise be
unwilling or unable to serve, it is intended that the proxies will
be voted for the election of a substitute nominee or nominees
designated by the Board of Directors.
RECOMMENDATION: The Board of Directors recommends a vote FOR each
of the director nominees.
Anthony Ambrose, age 58, was
appointed a director of Data I/O effective October 25, 2012.
He joined Data I/O October 25, 2012 and has served as President and
Chief Executive Officer (“CEO”). Prior to Data
I/O, Mr. Ambrose was Owner and Principal of Cedar Mill Partners,
LLC, a strategy consulting firm since 2011. From 2007 to
2011, he was Vice President and General Manager at RadiSys
Corporation, a leading provider of embedded wireless infrastructure
solutions, where he led all product divisions and worldwide
engineering. Until 2007, he was general manager and held
several other progressively responsible positions at Intel
Corporation, where he led development and marketing of
standards-based telecommunications platforms, and grew the industry
standard server business to over $1B in revenues. He is Chair
of the EvergreenHealth Foundation Board of Trustees. In 2019
he also became a board member of CipherLoc Corporation (OTCQB:
CLOK). Mr. Ambrose has a Bachelor’s of Science in Engineering
from Princeton University, and completed the Stanford Graduate
School of Business Director Symposium.
Mr. Ambrose has extensive semiconductor, systems and networking
industry operating experience. He has significant executive
experience in strategy development, business management, marketing,
engineering, and new product development. His role as our
President and CEO gives him knowledge as well as unique insight
into our challenges, opportunities and operations that the Board of
Directors believes qualifies him to serve as a director of Data
I/O.
Douglas W. Brown, age 64, was
appointed a director of Data I/O effective April 1, 2011. Mr. Brown
retired in 2019 from Executive Chairman of All Star Directories,
Inc., Seattle, Washington, a Web-based publisher of post-secondary
online and career school directories which he joined as President
in 2005 and served in that capacity until 2016. From 2003 to 2005,
he provided governance and interim executive services, with
engagements including Interim President and Board member, to
venture-backed clients. From 1998 to 2003, he was a Board member of
GoAhead Software and was appointed its President in 2001. From 1993
to 1999, he was a President of a Seattle-area manufacturing company
which became a Division of Leggett & Platt in 1996. Prior to
that time, he was the Chief Financial Officer (“CFO”)
of Seattle Silicon, and Executive Vice President, Finance and
Operations at Phamis. He started his career as a Certified Public
Accountant at Arthur Young & Co, now Ernst & Young, in
Seattle. Mr. Brown has a Bachelor’s degree in Business from
University of Idaho.
Mr. Brown has extensive software, financial, CEO, CFO, and board
level experience that the Board of Directors believes qualifies him
to serve as a director of Data I/O.
Mark J. Gallenberger, age 56,
was appointed a director of Data I/O effective January 31, 2013. He
is currently the Executive Vice President, Chief Financial Officer
of Cerence, Inc. (NASDAQ: CRNC), a global industry leader in
providing voice A.I. solutions that create unique, moving
experiences for the automotive world. He was hired in July 2019 by
Nuance Communications, Inc. (NASDAQ: NUAN), to be the Chief
Financial Officer of the automotive spin-out (Cerence, Inc.) from
Nuance effective October 1, 2019. Previously, he was the Senior
Vice President, Chief Financial Officer, Chief Operating Officer
and Treasurer of Xcerra Corporation (formerly called LTX-Credence
Corporation) (NASDAQ: XCRA), a global provider of test and handling
capital equipment, interface products, test fixtures, and services
to the semiconductor, industrial, and electronics manufacturing
industries, which he joined in 2000. For the six years prior, he
was Vice President/Senior Manager with Ernst &Young (Cap
Gemini) in their consulting practice, establishing the Deals &
Acquisitions Group. Previously, he held management and technical
positions with Digital Equipment Corporation. He has a
Master’s of Business Administration from Northwestern
University’s Kellogg Graduate School of Management, and a
Bachelor’s of Science – Electrical Engineering from
Rochester Institute of Technology.
Mr. Gallenberger has extensive semiconductor equipment industry,
mergers & acquisition, automotive, capital markets, engineering
technical, financial, and CFO experience that the Board of
Directors believes qualifies him to serve as a director of Data
I/O.
Alan B. Howe, age 58, was
appointed a director of Data I/O effective January 31, 2013. He has
served as the Co-founder and Managing Partner of Broadband
Initiatives LLC, a boutique corporate advisory and consulting firm,
since 2001. He served as Vice President of Strategic and Wireless
Business Development for Covad Communications, Inc., a national
broadband telecommunications company from May 2005 to October 2008.
He served as CFO and Vice President of Corporate Development for
Teletrac, Inc. from April 1995 to April 2001. Previously, he held
various executive management positions for Sprint PCS, and
Manufacturers Hanover Trust Company. He is currently a board member
of: Sonim Technologies (NASDAQ: SONM) since 2019; Orion Energy
(NASDAQ: OESX) since 2019; Babcock and Wilson (NYSE: BW) since
2019; Resonant Inc. (NASDAQ: RESN) since 2018; and has served on a
number of private and public boards including in the past five
years Widepoint, Determine, Inc., MagicJack Vocaltec, Cafepress,
Proxim Wireless, Urban Communications, and Qualstar. He has a
Master’s of Business Administration in Finance from Indiana
University and a Bachelor’s of Science – Business
Administration and Marketing from University of
Illinois.
Mr. Howe has extensive wireless, business development, financial,
CEO, CFO, board level, and Chairman experience that the Board of
Directors believes qualifies him to serve as a director of Data
I/O.
John D.
Delafield, age 54, was elected
as a director effective with the 2019 annual meeting on May 20,
2019. He has served as the President of Delafield Hambrecht, Inc.,
an investment firm based in Seattle, since 2001. Previously, he
co-founded WR Hambrecht + Co. and held a number of positions
including Chief Operating Officer. Prior to WR Hambrecht + Co., he
worked at Morgan Stanley in investment banking in New York and
Singapore and at The Coca-Cola Company in Beijing. He has
served on a number of private and public boards, including in the
past five years Seattle Bank and Cascade Microtech, Inc. (NASDAQ:
CSCD). He has a Master’s of Business Administration
from Harvard Business School and a Bachelor’s of Arts from
Princeton University.
Mr. Delafield is President of a significant shareholder, has
experience as a CEO and public company director, prior director
experience in industries related to ours, and financial management
experience, as well as experience in mergers and acquisitions, that
the Board of Directors believes qualifies him to serve as a
director of Data I/O.
THE BOARD OF DIRECTORS
Communications with the Board of Directors
Shareholders may communicate with the Board of Directors by sending
an email or by sending a letter to Data I/O Corporation Board of
Directors, c/o the Secretary, 6645 185th
Ave NE, Suite 100, Redmond, WA 98052.
The Secretary will receive the correspondence and forward it to the
Chairman of the applicable Board of Directors Committee or to any
individual director or directors to whom the communication is
directed.
BOARD COMMITTEES
During the year ended December 31, 2019, there were seven meetings
of the Board of Directors. Each of the incumbent directors who was
on the Board of Directors during 2019 attended 100% of the
aggregate of the total number of meetings of the Board of Directors
and the total number of meetings held by all committees of the
Board of Directors on which he served during his term of service on
the Board of Directors. Data I/O does not have a policy requiring
members of the Board of Directors to attend the Annual Meeting,
although we typically encourage our Board of Directors to attend.
Mr. Brown, Mr. Crowley, and Mr. Ambrose attended our 2019 Annual
Meeting in person and Mr. Gallenberger, Mr. Delafield, and Mr. Howe
attended via telephone.
The Board of Directors had three standing Committees during 2019:
the Audit Committee, the Compensation Committee and the Corporate
Governance and Nominating Committee. Each committee was comprised
solely of independent directors during 2019, as defined by
applicable SEC rules, NASDAQ listing standards including director
independence generally as well as additional independence
requirements for audit and compensation committees, and the
Sarbanes-Oxley Act of 2002. The following table shows the
composition of the Board Committees and Board Leadership structure
during 2019 and through the date of this Proxy
Statement.
Director
M=member
|
Audit Committee
|
Compensation Committee
|
Corporate Governance and
Nominating Committee
|
Comments
|
Doug Brown
|
Chair (until 5/20/19); M
|
M
|
M
Chair (start 5/20/19)
|
|
Brian Crowley
|
|
M (until 5/20/19)
|
Chair (until 5/20/19)
|
No longer a Director effective May 20, 2019
|
Alan Howe
|
M
|
|
M
|
Chairman of the Board
|
Mark Gallenberger
|
M;
Chair (start 5/20/19)
|
Chair (until 5/20/19);
M
|
M
|
|
Anthony Ambrose
|
|
|
|
President & CEO
|
JD Delafield
|
|
Chair (start 5/20/19)
|
M (start 5/20/19)
|
Director effective May 20, 2019
|
Audit Committee
The Audit Committee appoints, oversees, evaluates, and engages
independent certified public accountants for the ensuing year and
approves the compensation and other terms of such engagement;
reviews the scope of the audit; periodically reviews Data
I/O’s program of internal control and audit functions;
receives and reviews the reports of the independent accountants;
and reviews the annual financial report to the directors and
shareholders of Data I/O. Each member of the Audit Committee is an
independent director, as defined by applicable NASDAQ listing
standards and the Sarbanes-Oxley Act of 2002. During 2019 and
through the date of this Proxy statement, all Audit Committee
members are “audit committee financial experts” as
defined by the applicable SEC rules adopted pursuant to the
Sarbanes-Oxley Act of 2002. The Audit Committee met five times
during 2019 and recorded 100% committee attendance at such
meetings. See the “Report of the Audit Committee” for
additional information.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee, or
“CGNC”, develops, recommends to the Board of Directors,
and monitors a set of corporate governance principles applicable to
Data I/O. The CGNC seeks qualified candidates to serve on the Board
of Directors, recommends them for the Board of Directors’
consideration for election as directors at the Annual Meeting of
Shareholders and proposes candidates to fill vacancies on the Board
of Directors. The CGNC met five times in 2019 and recorded 100%
committee attendance at such meetings. The CGNC continues to seek
qualified candidates and recommends the director nominees to the
Board of Directors. The CGNC identifies, evaluates, and recommends
director nominees and Committee assignments which are described in
greater detail below.
Compensation Committee
The Compensation Committee is composed entirely of independent
directors, as defined by applicable NASDAQ listing standards for
compensation committees. The Compensation Committee is responsible
for setting and administering the policies which govern all of the
compensation programs of Data I/O. The Compensation Committee may
delegate its authority and duties to subcommittees or individual
members of the Compensation Committee as it considers
appropriate.
The Compensation Committee makes recommendations to the Board of
Directors concerning the compensation of Data I/O’s executive
officers. The Compensation Committee administers Data I/O’s
long-term equity incentive plans. The Compensation Committee
reviews all employee benefit programs and approves significant
changes in major programs and all new programs. The Compensation
Committee met three times during 2019 and recorded 100% committee
attendance at such meetings.
As authorized by the Compensation Committee charter, the
Compensation Committee may retain consultants or other advisors to
assist in carrying out its responsibilities. An independent
compensation consultant, Radford a part of AON, was engaged by the
Compensation Committee for $4,200 in 2017 for consulting on 2018
Board of Director compensation. Additionally, general compensation
surveys were purchased during the year.
Consideration of Director Nominees
The Corporate Governance and Nominating Committee has developed,
and the Board has approved, Board Responsibilities and Director
Recruitment Objectives, which further outline our directors roles
and responsibilities and desired traits, diversity,
characteristics, experience and criteria for selection. The
Corporate Governance and Nominating Committee, or the independent
members of the Board of Directors, as applicable, in evaluating and
determining whether to recommend a person as a candidate for
election as a director consider, in light of the Board
Responsibilities and Director Recruitment Objectives, the relevant
management and/or technology industry experience of potential
director candidates (such as experience as chief executive,
operations or financial officer, or similar positions); business
development, mergers and acquisitions experience, public/corporate
board experience, diversity, knowledge of Data I/O; educational
experience; commitment to maximizing shareholder value; certain
values such as integrity, accountability, judgment and adherence to
high performance standards; independence pursuant to applicable
guidelines; ability and willingness to undertake the required time
commitment to Board functions; shareholder input; and an absence of
conflicts of interest with Data I/O.
Director Diversity
The Corporate Governance and Nominating Committee also considers
issues of diversity, such as diversity of gender, race and national
origin, education, professional experience and differences in
viewpoints and skills. The CGNC does not have a formal policy on
Board diversity; however, the CGNC believes that it is important
for Board members to represent diverse viewpoints. In considering
candidates for the Board, the CGNC considers the entirety of each
candidate’s credentials in the context of these standards.
With respect to evaluating the nomination of continuing directors
for re-election, the CGNC considered each director’s
contributions to the company as well as the results of the Board of
Directors self-evaluations process.
Identifying Director Nominees; Consideration of Nominees of the
Shareholders
The Corporate Governance and Nominating Committee may employ a
variety of methods for identifying and evaluating nominees for
director. The CGNC regularly assesses the size of the Board, the
need for particular expertise on the Board, and whether any
vacancies on the Board are expected due to retirement or otherwise.
In the event that vacancies are anticipated, or otherwise arise,
the CGNC considers various potential candidates for director which
may come to the CGNC’s attention through current Board
members, professional search firms, shareholders, or other persons
and evaluates these candidates in light of the Board
Responsibilities and Director Recruitment Objectives. These
candidates are evaluated at regular or special meetings of the
CGNC, and may be considered at any point during the
year.
The Corporate Governance and Nominating Committee will consider
candidates recommended by shareholders, when the nominations are
properly submitted, under the criteria summarized above in
“Consideration of Director Nominees” and in accordance
with the procedures described below in “Shareholder
Nominations and Proposals for the 2020 Annual Meeting of
Shareholders.” Following verification of the shareholder
status of persons proposing candidates, the CGNC makes an initial
analysis of the qualifications of any candidate recommended by
shareholders or others pursuant to the criteria summarized above to
determine if the candidate is qualified for service on the Data I/O
Board of Directors before deciding to undertake a complete
evaluation of the candidate. If any materials are provided by a
shareholder or professional search firm in connection with the
nomination of a director candidate, such materials are forwarded to
the CGNC as part of its review. Other than the verification of
compliance with procedures and shareholder status, and the initial
analysis performed by the CGNC, a potential candidate nominated by
a shareholder is treated like any other potential candidate during
the review process by the CGNC. For eligible shareholder nominees
to be placed on the ballot for the 2020 Annual Meeting of
Shareholders, shareholders were required to deliver nominations for
proposed director nominees to Data I/O by February 20, 2020. While
no formal candidate nominations were made by shareholders for
election at the 2020 Annual Meeting, Mr. Delafield is President of
a significant shareholder and Mr. Howe and Mr. Gallenberger were
initially identified by discussions with significant shareholders
and the Board.
Certain Relationships and Related Transactions
Our Audit Committee is charged with monitoring and reviewing issues
involving potential conflicts of interest, and reviewing and
approving related party transactions as set forth in the Code of
Ethics, which is posted on the corporate governance page of our
website at
www.dataio.com/company/investorrelations/corporategovernance.aspx.
Under our Code of Ethics, our directors, officers and employees are
expected to avoid conflicts of interest with Data I/O and are
required to report any such conflicts of interest to our Chief
Executive Officer or Chief Financial Officer, or to the Chair of
our Audit Committee. Our Audit Committee reviews all such
transactions and relationships by our directors and executive
officers that come to its attention either through the director and
officer questionnaires or otherwise, and considers whether to
approve or take other appropriate action with respect to such
transactions or relationships. During 2018 and 2019, no related
party transactions that were significant or material
occurred.
BOARD COMPENSATION
Employee directors (Anthony Ambrose) do not receive additional
compensation for serving on the Board of Directors. During 2019,
non-employee directors received a cash retainer of $7,750 for each
quarter of service. Data I/O paid additional quarterly compensation
to the non-employee directors who served as Chairman of the Board
of Directors or as a Committee chair: $3,750 for Chairman of the
Board of Directors; $2,500 for Chairman of the Audit Committee;
$2,000 for Chairman of the Compensation Committee; and $2,000 for
Chairman of the Corporate Governance and Nominating Committee. Fees
are prorated based on time served for changes in directors and
assignments.
In addition, each non-employee Board of Directors member as of May
20, 2019, was granted a restricted stock award for 8,600 shares of
Data I/O stock. The restricted stock awards were granted under the
provisions and terms of the Amended and Restated 2000 Stock
Compensation Incentive Plan (“2000 Plan”). Data I/O
also reimburses non-employee directors for actual travel and
out-of-pocket expenses incurred in connection with service to Data
I/O.
Each Data I/O non-employee member of the Board of Directors is
required to achieve ownership of Data I/O stock at least equal to
three times the annual director cash retainer fee based on Data
I/O’s then current share price. Non-employee directors have
five years from their initial election or appointment to meet the
ownership target requirement. Amounts that count toward meeting the
target requirement include: shares owned; shared ownership (shares
owned or held in trust by immediate family); and the gain amount
from in-the-money vested options. If the stock ownership target
requirement has not been met by any non-employee director, until
such time as such director reaches the target requirement, he or
she will be required to retain any Data I/O shares issued by Data
I/O to such director (other than those disposed of to pay for the
exercise and associated taxes on those shares). As of the Record
Date, Mr. Delafield has met the stock ownership target requirement
and all other non-employee directors, as a result of recent market
price declines, have fallen below the stock ownership
target.
The Chief Executive Officer (“CEO”) is required to
achieve ownership of Data I/O stock of at least two times the base
pay of the CEO based on Data I/O’s then current share price.
The CEO has five years from appointment to meet the ownership
target requirement. Amounts that count toward meeting the target
requirement are the same as for the Board of Directors. If the
stock ownership target requirement has not been met by the CEO,
until such time as the CEO reaches the requirement amount, he or
she will be required to retain any Data I/O shares issued by Data
I/O (other than those disposed of to pay for the exercise and
associated taxes on those shares). As of the Record Date the CEO,
as a result of recent market price declines, has fallen below the
stock ownership target requirement.
DIRECTOR COMPENSATION
The following table shows compensation paid by Data I/O to
non-employee directors during 2019.
|
Fees Earned or
Paid in Cash
|
|
|
Non-Equity
Incentive Plan Compensation
|
Nonqualified
Deferred Compensation Earnings
|
|
|
Name
|
|
|
|
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas W. Brown
(1)(2)
|
$39,775
|
$38,399
|
$0
|
$0
|
$0
|
$0
|
$78,174
|
|
|
|
|
|
|
|
|
Brian T. Crowley
(1)(2)(3)
|
$15,107
|
$0
|
$0
|
$0
|
$0
|
$0
|
$15,107
|
|
|
|
|
|
|
|
|
Alan B. Howe
(1)(2)
|
$46,000
|
$38,399
|
$0
|
$0
|
$0
|
$0
|
$84,399
|
|
|
|
|
|
|
|
|
Mark J.
Gallenberger (1)(2)
|
$40,225
|
$38,399
|
$0
|
$0
|
$0
|
$0
|
$78,624
|
|
|
|
|
|
|
|
|
John D. Delafield
(1)(2)(3)
|
$23,892
|
$38,399
|
$0
|
$0
|
$0
|
$0
|
$62,291
|
(1)
Each outside director elected at the annual
meeting in 2019 was awarded 8,600 shares of restricted stock with a
fair value of $38,399 on May
20, 2019, vesting in one year or the next annual meeting, if
earlier.
(2)
No
outside director had option awards outstanding at December 31,
2019.
(3)
Mr.
Crowley did not stand for election and Mr. Delafield was elected at
the 2019 Annual Meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Data
I/O’s directors, certain officers and persons who own more
than ten percent (10%) of Data I/O’s Common Stock
(“Reporting Persons”) to file with the SEC initial
reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of Data I/O. Reporting Persons
are required by SEC regulations to furnish Data I/O with copies of
all Section 16(a) reports.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees Data I/O’s financial reporting
process on behalf of the Board of Directors. Management has the
primary responsibility for the consolidated financial statements
and the reporting process, including the systems of internal
controls. Audit Committee members are not professional accountants
or auditors and their functions are not intended to duplicate or to
certify the activities of management or the independent auditors.
In fulfilling its oversight responsibilities, the Committee
reviewed the audited consolidated financial statements in the
Annual Report (Form 10-K) with management, including a discussion
of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited consolidated financial statements with generally accepted
accounting principles in the United States, their judgments as to
the quality, not just the acceptability, of Data I/O’s
accounting principles and such other matters as are required to be
discussed by Auditing Standards No. 61, as amended, with the
Committee under generally accepted auditing standards. In addition,
the Committee has discussed with the independent auditors the
auditors’ independence from management and Data I/O including
the matters in the written disclosures and the letter provided by
the independent auditors, as required by the applicable
requirements of the Public Company Oversight Board and the SEC for
independent auditor communications with Audit Committees concerning
independence, and considered the compatibility of non-audit
services with the auditors’ independence.
The Committee selects and engages Data I/O’s independent
auditors, is involved in selecting and approving the independent
auditors’ lead audit partner, and discusses the overall scope
and plans for the audits. The Committee meets with the independent
auditors, with and without management present, to discuss the
results of their examinations, their evaluations of Data
I/O’s internal controls, and the overall quality of Data
I/O’s financial reporting. The Committee held five meetings
during 2019, of which five were attended by Data I/O’s
independent auditors.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has
approved) that the audited consolidated financial statements be
included in Data I/O’s Annual Report (Form 10-K) for the year
ended December 31, 2019, for filing with the Securities and
Exchange Commission. The Committee has considered the Shareholder
vote of approval of 95.53% in May 2019, as well as the impact of
changing independent auditors and has selected Grant Thornton LLP
as Data I/O’s auditors for the current year.
Respectfully submitted,
AUDIT COMMITTEE
Mark Gallenberger (Chair)
Douglas W. Brown
Alan B. Howe
April 1, 2020
PRINCIPAL ACCOUNTANT’S FEES AND SERVICES
Audit Fees: Aggregate fees
billed by Grant Thornton LLP for professional services rendered for
the audit of Data I/O’s financial statements for each of the
years ended December 31, 2019, and 2018 and for review of the
financial statements included in each of Data I/O’s quarterly
reports on Form 10-Q during each of the years ended December 31,
2019, and 2018, were approximately $204,808 and $203,343,
respectively.
Audit Related Fees: No
aggregate fees were billed for the years ended December 31, 2019,
and 2018 for assurance and subsidiary related services by Grant
Thornton LLP that are reasonably related to the performance of the
audit or review of Data I/O’s financial statements that are
not reported under the caption “Audit Fees” above,
including accounting treatment consultations.
Tax Fees: $0 and $5,145
aggregate fees were billed for the years ended December 31, 2019,
and 2018, respectively, for professional services rendered by Grant
Thornton LLP for tax advice and tax planning.
All Other Fees: No aggregate
fees were billed for the years ended December 31, 2019, and 2018
for all other products and services provided by Grant Thornton LLP
that are not otherwise disclosed above.
Policy on Pre-Approval by Audit Committee of Services Performed by
Independent Auditors
The Audit Committee’s policy is to pre-approve all audit and
permissible non-audit services provided by the independent
auditors. These services may include audit services, non-audit
services, tax services and other services. Pre-approval is detailed
as to the particular service or category of service and is subject
to a specific engagement authorization.
During the year, circumstances may arise when it may become
necessary to engage the independent auditors for additional
services not contemplated in the original pre-approval. In those
circumstances, the Audit Committee has delegated pre-approval
authority to the Chair of the Audit Committee for those instances
when pre-approval is needed prior to a scheduled Audit Committee
meeting. These additional approvals should be reported at the next
scheduled Audit Committee meeting.
For 2019, all services provided by the independent auditors were
pre-approved.
EXECUTIVE COMPENSATION
Shareholder Vote
At our
2019 Annual Meeting of Shareholders, our shareholders approved, in
an advisory vote, the compensation of our Named Executive Officers,
as disclosed in the Executive Compensation discussion and analysis,
the compensation tables and the related disclosures in our Proxy
Statement. The proposal was approved by our shareholders with 94.56
percent of the votes cast voting “for” approval and
5.12 percent voting “against” approval. In light of the
level of approval by our stockholders, the Compensation Committee
considered the result of the vote and did not make changes to our
compensation policies or practices specifically in response to the
stockholder vote.
Elements of Our Company’s Compensation Plan
Annual executive officer compensation consists of the following
elements which are described in more detail below:
●
Management
Incentive Compensation Plan or “MICP”;
●
Long-term
equity incentives;
●
Perquisites
and other perceived benefits.
It is the Compensation Committee’s policy to set total
executive officer compensation at competitive levels based on
compensation surveys with similar positions in similar sized
company revenue ranges and at levels sufficient to attract and
retain a strong, motivated leadership team. Our philosophy for
compensation of executive officers is based on the following two
principles:
i.
Executive
base compensation levels should be established by comparison of job
responsibility to similar positions in comparable companies and be
adequate to retain highly-qualified personnel; and
ii.
Variable
compensation should be a critical element of compensation and be
set to be comparably competitive and to provide strong incentives
to improve performance and shareholder value.
●
Annual Base Salary.
The Compensation Committee establishes
a base salary structure for each executive officer position. This
structure defines the salary levels and the relationship of base
salary to total cash compensation. The Compensation Committee
reviews the salary structure periodically.
●
MICP. The MICP offers each executive officer a
performance-based opportunity to earn the variable component of
annual cash compensation in an amount tied to a percentage of the
executive officer’s base salary. The Compensation
Committee’s philosophy in setting executive MICP percentages
and the formulas for MICP payout is to pay above average total
compensation for better than average historical or expected
financial performance and below average compensation for lower than
or average historical or expected financial performance. The
percentages of base salary targeted for MICP payout (“the
MICP Target”) for specific executive officers for a given
year are generally the same as the previous year, but can be
changed by the Compensation Committee on an annual basis. The MICP
payout can range from 0% to 200% of each executive’s MICP
Target based upon the actual achieved MICP Measures for the period.
The 2018 and 2019 MICP Target percentages for our executive
officers were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambrose
|
70%
|
70%
|
140%
|
|
|
|
|
Gulati
|
50%
|
50%
|
100%
|
|
|
|
|
Hatlen
|
50%
|
50%
|
100%
|
|
|
|
|
Tidwell
|
N/A
|
50%
|
100%
|
The
Compensation Committee determined that given Data I/O’s
growing profitability over the last several years as well as the
increased level of operating expense, The Compensation Committee
had determined for 2018 and again for 2019 that it was critical to
emphasize profitability. For 2018 and 2019, the Compensation
Committee established a single measure: Financial Performance
(“FP”), which is based on achievement of various levels
of operating income as percentage of revenue. See below for the
Financial Performance Matrix. For one new officer position, it was
determined that completion of key development, operational
projects, and objectives to deliver future new revenue and
profitability was critical. As a result, 50% of his MICP would be
measured by these objectives and the other 50% by the FP measure.
For 2020, as a result of the continued investment in SentriX, and
the critical focus on completion of key development, customer
objectives, and revenue growth objectives related to SentriX to
deliver future new revenue and profitability, Executive Officers
will have their MICP measures spilt 50% SentriX objectives and 50%
FP. For 2020, the FP will be based on achievement of various levels
of adjusted operating income established for the year as a
percentage of revenue.
The
Compensation Committee believes that for 2018, 2019 and 2020, the
applicable measures of key results for Data I/O have affected or
will affect near-term and long-term shareholder value. A greater or
lesser percentage of MICP Target is to be paid based on Data
I/O’s actual achievement of these measures with the payout
target typically based on company financial plans as the Board
determines appropriate. For 2018 the MICP earned under the FP
measure was 99.1%, which was increased by the Board to a payout of
100% of target. For 2019, as a result of an operating loss the FP
measure was 0% and no MICP FP payout was made. For the officer with
50% objective measures, those resulted in earning 77.6% of that 50%
portion. The Compensation Committee retains discretion to adjust
the calculation of the two measures for changes outside normal
business operations such as acquisitions or asset
sales.
Data I/O Corporation 2018 & 2019 MICP Variable Compensation
Matrix
|
Range of Payouts (actual
results interpolated)
|
The
2018 & 2019 MICP Variable Compensation Matrix consists solely
of Financial Performance (FP).
2018
& 2019 Financial Performance Matrix
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Profit as a % of Revenue
|
0.0%
|
3.0%
|
6.0%
|
9.0%
|
12.0%
|
FP
matrix payout as a % of Target
|
0%
|
50%
|
100%
|
150%
|
200%
|
●
Long-Term Equity
Incentives. The Compensation
Committee approves grants under the Data I/O Corporation 2000 Plan
(“the 2000 Plan”). This is Data I/O’s only
long-term employee incentive plan. The primary purpose of the 2000
Plan is to make a significant element of executive pay a reward for
taking actions which maximize shareholder value over time.
Generally, new options or stock awards are granted under the 2000
Plan. New options or stock awards may also be granted to the Board
of Directors under the 2000 Plan.
Award Criteria
The
Compensation Committee grants options or restricted stock unit
awards based primarily on its perception of the executive’s
ability to affect future shareholder value and secondarily on the
competitive conditions in the market for highly-qualified
executives who typically command compensation packages which
include a significant equity incentive. All restricted stock unit
awards granted to our executive officers in 2019 and 2018 were
based on these criteria.
Exercise Price
Historically,
all options granted by Data I/O have been granted with an exercise
price equal to the fair market value (an average of the day’s
high and low selling price) of Data I/O’s Common Stock on the
date of grant and, accordingly, will only have value if Data
I/O’s stock price increases. Options granted to employees are
non-qualified.
Vesting and Exercise
Options
granted to employees generally vest quarterly over 4 years at a
rate of 6.25% per quarter and have a six-year term. Options granted
to non-employee Directors are also non-qualified options and vest
quarterly over a three year period. The current primary form of
equity compensation is restricted stock grants. Restricted stock
grants to employees vest annually over a 4 year period. Restricted
stock grants to non-employee Directors vest in one year or on the
date of the next Annual Meeting of Shareholders, if earlier. All
grants are subject to acceleration of vesting in connection with
certain events leading to a change in control of Data I/O or in the
event in a change in control or at any other time at the discretion
of the Compensation Committee. All options granted to executive
officers are issued in tandem with limited stock appreciation
rights (“SARs”), which become exercisable only in the
event of a change in control of Data I/O. See “Change in
Control and other Termination Arrangements.”
Award Process
The
timing of our typical grant/award is usually determined well in
advance, with approval at a scheduled meeting of our Board of
Directors or its Compensation Committee with the grant date
generally to be effective on the date of our next Annual Meeting of
Shareholders. The Annual Meeting of Shareholders does not coincide
with any of our scheduled earning releases. We do not anticipate
option grants or restricted stock awards at other dates, except for
grants/awards to new employees based on their first date of
employment or in specific circumstances approved by the
Compensation Committee. The grant/award date is established when
the Compensation Committee approves the grant/award and all key
terms have been determined. If at the time of any planned
grant/award date, any member of our Board of Directors or Executive
Officers is aware of material non-public information, the Company
would not generally make the planned grant/award. In such an event,
as soon as practical after material information is made public, the
Compensation Committee would authorize the delayed
grant/award.
●
Benefits. Executive Officers of Data I/O are eligible for
the same benefits as other Data I/O employees. Data I/O has no
defined benefit pension programs. Data I/O has a 401(k) tax
qualified retirement savings plan in which all U.S. based
employees, including U.S. Executive Officers are able to contribute
the lesser of up to 100% of their annual salary or the limit
prescribed by the IRS on a Roth or pre-tax basis. Data I/O will
match up to 4% of pay contributed. Matching contributions in any
year require employment on December 31, except in the case of
retirement per the plan, and vest after three years of service
credit.
●
Perquisites and Other Personal
Benefits. We believe
perquisites are not conditioned upon performance, create divisions
among employees, undermine morale, and are generally inconsistent
with our compensation philosophy and policy of equitable treatment
of all employees based upon their contribution to our business. No
executive officer received perquisites valued at $10,000 or more in
2018 or 2019.
●
Individual Executive
Officers’ Performance. The base salary of each executive officer is
reviewed annually by the President and Chief Executive Officer.
This is done on the basis of a review by the President and Chief
Executive Officer, evaluating the executive’s prior year
performance against their individual job responsibilities and
attainment of corporate objectives and Data I/O’s financial
performance. In developing executive compensation packages to
recommend to the Compensation Committee, the President and Chief
Executive Officer considers, in addition to each executive’s
prior year performance, the executive’s long-term value to
Data I/O, the executive’s pay relative to that for comparable
surveyed jobs, the executive’s experience and ability
relative to executives in similar positions, and the current year
increases in executive compensation projected in industry
surveys.
The
Compensation Committee then reviews the President and Chief
Executive Officer’s recommendations for executive
officers’ total compensation and approves final decisions on
pay for each executive officer based on the President and Chief
Executive Officer’s summary of the executive officers
performance and on the other criteria and survey data described
above. In this process, the Compensation Committee consults with
Data I/O’s President and Chief Executive
Officer.
The
base salary, total cash compensation, and long term equity
incentive compensation for the President and CEO are reviewed
annually by the Compensation Committee. This review includes a
written evaluation of the CEO’s performance for the previous
year. The Compensation Committee meets annually without the
President and Chief Executive Officer to evaluate his performance
and to develop a recommendation for his compensation for the coming
year. In addition to reviewing Data I/O’s financial
performance for the prior year, the Committee reviewed compensation
surveys for chief executive officers and the President and Chief
Executive Officer’s individual performance, including
development and execution of short- and long-term strategic
objectives, Data I/O revenue growth and profitability, the
achievement of which is expected to increase shareholder
value.
The
Compensation Committee determined the compensation package,
including salary, bonus, MICP participation, stock option grants,
restricted stock awards, and other benefits for Mr. Ambrose,
President and Chief Executive Officer, based on the
Committee’s perception of his qualifications for the position
and his ability to affect future shareholder value, results
delivered, compensation surveys and the competitive conditions in
the market. No salary base pay adjustments were made in 2018 or
2019 for Mr. Ambrose.
Consideration of Risk in Compensation
The Compensation Committee believes that promoting the creation of
long-term value discourages behavior that leads to excessive risk.
The Compensation Committee believes that the following features of
our compensation programs provide incentives for the creation of
long-term shareholder value and encourage high achievement by our
executive officers without encouraging inappropriate or unnecessary
risks:
●
Our
long-term incentives in the form of stock options or restricted
stock awards are at the discretion of the Compensation Committee
and not formulaic.
●
Stock
options become exercisable over a four year period and remain
exercisable for up to six years from the date of grant and
restricted stock awards vest over a four year period, encouraging
executives to look to long-term appreciation in equity
values.
●
We
balance short and long-term decision-making with the annual cash
incentive program and stock options and restricted stock that vest
over four years.
●
Because
of the extent of the CEO and CFO’s direct stock ownership,
they could lose significant wealth if Data I/O were exposed to
inappropriate or unnecessary risks which in turn affected our stock
price.
●
The metric used in the MICP measure is set by the
Compensation Committee, which believes it will drive shareholder
value. Moreover, the Committee attempts to set ranges for
these measures that encourage success without encouraging excessive
risk-taking to achieve short-term results.
●
In
addition, the overall MICP incentive compensation cannot exceed two
times the MICP Target amount, no matter how much performance
exceeds the measures established for the year.
Accounting and Tax Considerations of our Compensation
Program
Options granted to employees are non-qualified options because of
the more favorable tax treatment for Data I/O. We are required to
value granted stock options under the fair value method and expense
those amounts in the income statement over the stock option’s
remaining vesting period. Restricted stock is valued at its fair
value on the award date and is expensed over its vesting
period.
We have structured our compensation program in the past to comply
with Internal Revenue Code Sections 162(m) and 409A. Under Section
162(m) of the Internal Revenue Code, a limitation was placed on tax
deductions of any publicly-held corporation for individual
compensation to covered employees (generally the chief executive
officer and the three other most highly compensated executive
officers, other than the chief financial officer, whose
compensation must be disclosed pursuant to rules and regulations
under the Securities Exchange Act of 1934) exceeding $1 million in
any taxable year, unless the compensation is performance-based. Tax
reform in 2017 has revised and eliminated the performance-based pay
exception for new or modified compensation arrangements for 2018
and beyond. The Compensation Committee is aware of this limitation
and believes that no compensation paid in 2018 or 2019 or to be
paid in 2020 by Data I/O will exceed the $1 million limitation of
Section 162(m), as portions of taxable equity compensation expected
to be issued in 2019 continue to be excluded under a prior
unmodified performance-based compensation arrangement, except
possibly related to a change of control. The new Section 162(m)
treatment will be part of future compensation
considerations.
Change in Control and other Termination Arrangements
●
Change in Control
Arrangements. Data I/O has
entered into agreements (the “Executive Agreements”)
with Messrs. Ambrose, Gulati, Hatlen and Tidwell which entitle them
to receive payments if they are terminated without cause or resign
with good reason within specified periods before or after the
occurrence of certain events deemed to involve a change in control
of Data I/O. Effective July 30, 2014, the Executive Agreements of
Messrs. Ambrose, Gulati, and Hatlen were amended and restated and
the term of their Executive Agreements was extended with automatic
renewal provisions. An Executive Agreement was entered into Mr.
Tidwell on his hiring in 2019. The Executive Agreements ensure
appropriate incentives are in place for Messrs. Ambrose, Gulati,
Hatlen and Tidwell to complete any change in control related
transaction and transition, as well as comply with the provisions
of Section 409A of the Internal Revenue Code. The Executive
Agreements state that the resulting additional severance will be
calculated under the Executive Agreements based on Data I/O’s
severance arrangements in place immediately preceding the date of a
change in control (See: “Other Termination
Arrangements” below for current severance policy). The
Executive Agreements provide for continuation and vesting in Data
I/O’s matching 401(k) contributions through the date of
termination after a change in control and include a reimbursement
allowance of $20,000 for outplacement services. The Executive
Agreements also have a transaction closing incentive of one-half
year’s annual salary for Messrs. Ambrose, Gulati, Hatlen and
Tidwell to encourage the consideration of all forms of strategic
alternatives.
Data
I/O’s option grants and stock awards have been granted
pursuant to the provisions of the 2000 Plan. The Change in Control
provision applicable to the 2000 Plan is as follows:
2000 Plan
The
2000 Plan allows for the granting of “Awards”, which
include options, restricted stock and other awards made pursuant to
the 2000 Plan. Subject to any different terms set forth in the
award agreement, vesting of “qualifying” options and
restricted stock awards may be affected by a Change in Control as
described out in the table below. A “Change in Control”
is defined to include (i) a merger or consolidation of the Company
in which more than 50% of the voting power of the Company’s
outstanding stock after the transaction is owned by persons who are
not shareholders immediately prior to such transaction, and (ii)
the sale or transfer of all or substantially all of the
Company’s assets. A “Qualifying Award’ is defined
as an option or other Award that has been held for at least 180
days as of the Change of Control. “Qualifying Shares”
means common stock issued pursuant to a Qualifying Award which are
subject to the right of Data I/O to repurchase some or all of such
shares at the original purchase price (if any) upon the
holder’s termination of services to Data I/O.
Treatment of Awards on a Change in Control
|
Acceleration of Vesting
|
The outstanding Awards do not remain outstanding or are not assumed
by the surviving entity or replaced with comparable
Awards.
|
Subject to certain limitations, the vesting of Qualifying Awards is
accelerated in full. Restricted stock will vest and options will be
exercisable in full prior to the effective date of the Change of
Control.
|
The outstanding Awards remain outstanding after a Change of Control
or are assumed by the surviving entity or replaced with comparable
Awards.
|
Subject to certain limitations, the vesting of outstanding
Qualifying Awards will be accelerated to the extent of 25% of the
unvested portion thereof. The remaining 75% of the unvested portion
will vest in accordance with the vesting schedule set forth in the
applicable Award agreement.
|
The outstanding Awards remain outstanding after a Change of Control
or are assumed by the surviving entity or replaced with comparable
Awards, but the holder of a Qualifying Award is terminated
involuntarily within 180 days of the Change of
Control.
|
All Awards held by such person will be accelerated in full.
Restricted stock will vest and options will be exercisable in full
for a period of 90 days commencing on the effective date of the
involuntary termination, or if shorter, the remaining term of the
option.
|
In
1983, Data I/O adopted a SAR Plan which allows the Board of
Directors to grant to each director, executive officer or holder of
10% or more of the stock of Data I/O a SAR with respect to certain
options granted to these parties. A SAR has been granted in tandem
with each option granted to an executive officer of Data I/O. SARs
granted which have been held for at least six months are
exercisable for a period of 20 days following the occurrence of
either of the following events: (i) the close of business on the
day that a tender or exchange offer by any person (with certain
exceptions) is first published or sent or given if, upon
consummation thereof, such person would be the beneficial owner of
30% or more of the shares of Common Stock then outstanding; or (ii)
approval by the shareholders of Data I/O (or, if later, approval by
the shareholders of a third party) of any merger, consolidation,
reorganization or other transaction providing for the conversion or
exchange of more than 50% of the outstanding shares of Data
I/O’s Common Stock into securities of a third party, or cash,
or property, or a combination of any of the foregoing.
●
Other Termination
Arrangements. Data I/O has a
severance policy for U.S. employees that provides for severance
payouts for terminations without cause based upon years of service.
The current formula, effective March 1, 2014, is 1 week pay for
each year of service with a limit of six months’ pay. For Mr.
Hatlen, the prior standard formula applies, with pay and service
years frozen at March 1, 2014, which provided 1.5 weeks of pay for
each year of service for those with 10 or more years of service.
Mr. Ambrose, Mr. Hatlen, Mr. Gulati and Mr. Tidwell had at March
19, 2020, approximately 7, 28, 7 and 1 years of service,
respectively. Mr. Ambrose is entitled to a one year of base salary
severance, except in the case of a change in control, as part of
his employment arrangement. Mr. Gulati and Mr. Tidwell are entitled
to a one-half year of base salary severance, except in the case of
a change in control, as part of his employment arrangement. Data
I/O does not have a formal policy regarding executive severance but
has generally provided an amount it believes is consistent with
severance typically provided for executives in similar positions
and with similar periods of service.
Change in Control and Other Termination Arrangements
|
Termination without cause and Change in Control not
applicable
|
Termination without cause and Change in Control
applicable
|
Change in Control applicable without termination
|
Name
|
|
|
Option/SAR/RSA
Vesting
(1)
|
|
Option/SAR/RSA
Vesting
(1)
|
|
|
|
|
|
|
Anthony Ambrose (5)
|
$330,000
|
$776,080
|
136,250
|
$165,000
|
136,250
|
Joel S. Hatlen (3)
|
$134,351
|
$627,642
|
52,814
|
$120,000
|
52,814
|
Rajeev Gulati (6)
|
$115,000
|
$501,964
|
51,564
|
$115,000
|
51,564
|
Michael Tidwell (6)
|
$112,500
|
$390,599
|
53,750
|
$112,500
|
53,750
|
(1)
Maximum
vesting on Change in Control as of March 19, 2020.
(2)
Represents
the Data I/O standard employee severance, alternative
Executive/Employment Agreement severance, change in control
transition/closing incentive, and outplacement expense
reimbursement, as applicable as of March 19, 2020.
(3)
Minimum amount per Data I/O standard employee
severance plan; no formal executive severance plan is in place as
of March 19, 2020. A letter agreement provides that Mr.
Hatlen’s severance shall be equal to the Data I/O standard
severance in effect at March 1, 2014. (See (5)
below for Mr. Ambrose and
(6)
below for Mr. Gulati and Mr.
Tidwell.)
(4)
Represents
change in control transition/closing incentive as of March 19,
2020.
(5)
Mr.
Ambrose is entitled to a one year of base salary severance, except
in the case of a change in control, as part of his employment
arrangement.
(6)
Mr.
Gulati and Mr. Tidwell are entitled to a one-half year of base
salary severance, except in the case of a change in control, as
part of their employment arrangement.
SUMMARY COMPENSATION TABLE
The following table shows compensation paid by Data I/O for
services rendered during 2018 and 2019 to each of our named
executive officers.
Name1
|
|
|
|
|
|
Non-Equity Incentive Plan
Compen- sation6
|
Non-Qualified Deferred
Compen-sation Earnings7
|
All Other Compen-
sation8
|
|
(a)
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony
Ambrose
|
2019
|
$330,000
|
$0
|
$267,900
|
$0
|
$0
|
$0
|
$12,662
|
$610,562
|
Chief
Executive
|
2018
|
$330,000
|
$0
|
$319,275
|
$0
|
$231,000
|
$0
|
$12,949
|
$893,224
|
Officer
&
|
|
|
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joel
Hatlen
|
2019
|
$240,000
|
$0
|
$89,300
|
$0
|
$0
|
$0
|
$12,638
|
$341,938
|
Vice
President
|
2018
|
$240,000
|
$0
|
$133,045
|
$0
|
$120,000
|
$0
|
$12,093
|
$505,138
|
Chief
Operating &
|
|
|
|
|
|
|
|
|
|
Financial
Officer
|
|
|
|
|
|
|
|
|
|
Secretary,
Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rajeev
Gulati
|
2019
|
$230,000
|
$0
|
$89,300
|
$0
|
$0
|
$0
|
$12,232
|
$331,532
|
Vice
President
|
2018
|
$230,000
|
$3,150
|
$133,045
|
$0
|
$115,000
|
$0
|
$12,428
|
$493,623
|
Chief
Technical
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Tidwell
|
2019
|
$150,541
|
$0
|
$286,350
|
$60,973
|
$29,205
|
$0
|
$6,354
|
$533,423
|
Vice
President
|
2018
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
Marketing
& Business Development
|
|
|
|
|
|
|
|
|
|
(1)
Data
I/O currently has four named executive officers.
(2)
No
base pay adjustments were made for executive officers in 2018 or
2019 except on hiring. Base pay adjustments for executive officers
were last made effective July 1, 2017.
(3)
Employee
patent and service awards paid in 2018 to Mr. Gulati.
(4)
Amount
represents the fair value of restricted stock or the fair value of
stock options granted during the year.
(5)
All
options granted to executive officers are granted in tandem with an
equal number of SARs. SARs are only exercisable upon the occurrence
of certain events leading to a change in the control of Data I/O.
See “Change in Control and Other Termination
Arrangements.” No options and SARs were awarded to executive
officers in 2018 or 2019.
(6)
Amounts
earned under the MICP variable compensation arrangement in place
for the year as approved by the Board.
(7)
Not
applicable for Data I/O.
(8)
These
amounts represent for Mr. Ambrose, Mr. Hatlen, Mr. Gulati and Mr.
Tidwell, Data I/O’s matching contributions to Data
I/O’s 401(k) Plan, and the value of group term life insurance
in excess of premiums paid by each of the executive officers under
the standard employee benefit plans.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name
|
Option Awards
|
|
Stock Awards
|
|
Number of Securities Underlying Unexer-cised Options
Exercisable
|
Number of Securities Underlying Unexe-rcised Options
Unexer-cisable
|
Equity Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options
|
Option Exercise Price
|
Option Expiration Date
|
|
Number of Shares or Units of Stock Held That Have Not
Vested
|
Market Value of Shares or Units of Stock That Have Not
Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not
Vested
|
|
(#)
|
(#)
|
(#)
|
($)
|
|
|
#
|
($)
|
(#)
|
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|
(g)
|
(h)
|
(i)
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
Anthony
|
0
|
0
|
0
|
|
|
|
136,250
|
$578,654
|
0
|
$0
|
Ambrose
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joel
|
0
|
0
|
0
|
|
|
|
52,814
|
$224,301
|
0
|
$0
|
Hatlen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rajeev
|
0
|
0
|
0
|
|
|
|
51,564
|
$218,992
|
0
|
$0
|
Gulati
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
|
3,125
|
21,875
|
0
|
$4.98
|
5/1/2025
|
|
53,750
|
$228,276
|
0
|
$0
|
Tidwell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about Data I/O’s Common
Stock that may be issued upon the exercise of options and rights
under all of Data I/O’s existing equity compensation plans as
of December 31, 2019.
|
(a) Number of
securities to be issued upon the exercise of outstanding options,
warrants and rights
|
(b)
Weighted–average exercise price of outstanding options,
warrants and rights
|
(c) Number of
securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
Equity compensation plans approved by the security
holders (1)
(2)
|
28,509
|
$4.84
|
1,351,368
|
Equity
compensation plans not approved by the security
holders
|
-
|
-
|
-
|
Total
|
28,509
|
$4.84
|
1,351,368
|
(1)
Represents shares
of our Common Stock issuable pursuant to the Data I/O Corporation
2000 Stock Incentive Compensation Plan, 1982 Employee Stock
Purchase Plan and 1996 Director Fee Plan. Table excludes unvested
restricted stock awards of 558,856 from the 2000 Plan.
(2)
Stock Appreciation
Rights Plan (“SAR”) provides that directors, executive
officers or holders of 10% or more of our Common Stock have an
accompanying SAR with respect to each exercisable option. While the
plan has been approved by the security holders, no amounts are
included in columns (a), (b), or (c) relating to the
SAR.
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors requests that the shareholders ratify the
continued appointment of Grant Thornton LLP to serve as Data
I/O’s independent auditors for calendar year 2020. Grant
Thornton LLP examined the consolidated financial statements of Data
I/O for the year ended December 31, 2019. Representatives of Grant
Thornton LLP are invited to be present at the Annual Meeting to
make a statement if they desire to do so and to respond to
questions by shareholders.
The Board recommends a vote “FOR” the continued appointment of Grant Thornton LLP to
serve as Data I/O’s independent auditors for calendar year
2020.
PROPOSAL 3: SAY ON PAY - ADVISORY VOTE ON EXECUTIVE
COMPENSATION
The Board of Directors requests that the shareholders approve, on
an advisory basis, the compensation paid to Data I/O’s Named
Executive Officers, as described in “Executive
Compensation”, pursuant to the following Advisory
Resolution:
“RESOLVED,
that Data I/O’s shareholders approve, on an advisory basis,
the compensation of Data I/O’s named executive officers, as
disclosed in Data I/O’s Proxy Statement for the 2019 Annual
Meeting of Shareholders pursuant to the compensation disclosure
rules of the Securities and Exchange Commission, including the 2019
Summary Compensation Table and the other related tables and
disclosure.”
Our
executive compensation program contains elements of cash, incentive
and equity-based compensation and is designed to align the
interests of our executives with those of our shareholders. The
“Executive Compensation” section of this Proxy
Statement, describes in detail our executive compensation
programs.
The
Board has implemented an executive compensation program that is
intended to reward financial performance based on goals established
by the Board. The Board fosters a performance-oriented culture by
linking a significant portion of each executive officer’s
compensation to overall Company financial performance, as measured
in 2019 by operating income as a percentage of revenue, which the
Company believes is an important metric for Data I/O and its
shareholders. We believe that equity awards align the interests of
our executives with those of our long-term shareholders by
encouraging long-term performance and incentivizing our executives
to increase long-term shareholder value. Equity awards represent a
key component, and are a significant portion, of our executive
compensation.
The
Board has designed Data I/O’s executive compensation program
to attract, motivate, reward and retain our executive officers to
achieve Data I/O’s corporate objectives and increase
shareholder value.
The Say
on Pay vote is advisory and not binding on Data I/O or the Board of
Directors; however the Board will consider the outcome of the vote
when making future compensation decisions for our executive
officers.
The Board recommends a vote “FOR” the Advisory
Resolution (Say on Pay) approving the compensation of the
Company’s named executive officers as described in this Proxy
Statement.
OTHER BUSINESS
As of the date of this Proxy Statement, Data I/O is not aware of
any other business to be acted upon at the Annual Meeting. If any
other business calling for a vote of the shareholders is properly
presented at the meeting, the holders of the proxies will vote or
refrain from voting in accordance with their best
judgment.
SHAREHOLDER NOMINATIONS AND PROPOSALS FOR THE 2020 ANNUAL MEETING
OF SHAREHOLDERS
Data I/O’s Bylaws provide that advance notice of nominations
for the election of directors at a meeting of shareholders must be
delivered to or mailed and received by Data I/O at its principal
offices on or before February 20, 2020, in the case of the 2020
annual meeting of shareholders, and in the case of a special
meeting of shareholders to elect directors, the close of business
on the 10th day following the date on which notice of such meeting
is first given to shareholders. Data I/O’s Bylaws also
provide that advance notice of business to be brought before the
2020 Annual Meeting of Shareholders by a shareholder must be
submitted in writing and delivered to or mailed and received by
Data I/O on or before February 20, 2020.
Each notice of a nomination or proposal of business must contain,
among other things: (i) the name and address of the shareholder who
intends to make the nomination or proposal; (ii) a representation
that the shareholder is a holder of record of stock of Data I/O
entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified
in the notice or to vote at the meeting for the proposal; (iii) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder and any material
interest of such shareholder in any proposal to be submitted to the
meeting; (iv) such other information regarding each nominee or
proposal as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the SEC; and (v) with respect
to the nominations, the consent of each nominee to serve as a
director of Data I/O if elected.
A copy of the full text of the provisions of Data I/O’s
Bylaws dealing with shareholder director nominations and proposals
is available to shareholders from the Secretary of Data I/O upon
written request. The Bylaws may also be accessed online, as a Form
10K exhibit as referenced in our Annual Report on Form 10K. SEC
rules establish a deadline for submission of shareholder
nominations proposals that are not intended to be included in Data
I/O’s proxy statement with respect to discretionary voting
(the “Discretionary Vote Deadline”). The Discretionary
Vote Deadline for the 2020 Annual Meeting was February 20, 2020. If
a shareholder gives notice of such a nomination or proposal after
the Discretionary Vote Deadline, Data I/O’s proxy holders
will be allowed to use their discretionary voting authority to vote
against the shareholder nomination or proposal when and if the
proposal is raised at the 2020 Annual Meeting.
Eligible shareholders who intend to have a nomination or proposal
considered for inclusion in Data I/O’s proxy materials for
presentation at the 2021 Annual Meeting must submit the proposal to
Data I/O at its principal offices no later than December 15, 2020.
Shareholders who intend to present a nomination or proposal at the
2021 Annual Meeting without inclusion of such nomination or
proposal in Data I/O’s proxy materials are required to
provide notice of such nomination or proposal to Data I/O no later
than February 17, 2021, as further directed above.
To qualify as an “eligible” shareholder, a shareholder
must have been a record or beneficial owner of at least one percent
(1%) of Data I/O’s outstanding Common Stock, or shares of
Common Stock having a market value of at least $2,000, for a period
of at least one (1) year prior to submitting the proposal, and the
shareholder must continue to hold the shares through the date on
which the meeting is held.
Data I/O reserves the right to reject, rule out of order, or take
appropriate action with respect to any nomination or proposal that
does not comply with these and other applicable requirements, but
only after Data I/O has notified the shareholder(s) who have
submitted the nomination or proposal of the problem and such
shareholder(s) have failed to correct it. This obligation to notify
the appropriate shareholder(s) does not apply to the failure to
submit such nomination or proposal prior to the deadlines discussed
above.
STOCKHOLDERS SHARING THE SAME ADDRESS
To
reduce the expenses of delivering duplicate materials, we are
taking advantage of the SEC’s “house holding”
rules which permit us to deliver only one set of proxy materials
(or one Notice of Internet Availability of Proxy Materials) to
shareholders who share an address unless otherwise requested. If
you share an address with another shareholder and have received
only one set of these materials, you may request a separate copy at
no cost to you by contacting Investor Relations by email at
investorrelations@dataio.com,
by phone at (425) 881-6444, by fax at (425) 881-2917 or by writing
to Data I/O investor relations, attention Joel Hatlen, 6645
185th
Avenue NE, Suite 100, Redmond WA 98052. For future annual meetings,
you may request separate materials, or request that we send only
one set of materials to you if you are receiving multiple copies,
by contacting Investor Relations as noted above.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the
Board of Directors on behalf of the Company. Proxies may be
solicited by officers, directors and regular supervisory and
executive employees of Data I/O, none of whom will receive any
additional compensation for their services. In addition, Data I/O
may engage an outside proxy solicitation firm to render proxy
solicitation services and, if so, will pay a fee for such services.
Solicitations of proxies may be made personally, or by mail,
telephone, telegraph or messenger. Data I/O will pay persons
holding shares of Common Stock in their names or in the names of
nominees, but not owning such shares beneficially, such as
brokerage houses, banks and other fiduciaries, for the expense of
forwarding soliciting materials to their principals. All such costs
of solicitation of proxies will be paid by Data I/O.
Copies of our annual report on Form 10-K for the year ended
December 31, 2019, are being mailed with this Proxy Statement to
each shareholder of record. If you did not receive a copy of our
annual report Form 10-K, you may obtain a copy (without exhibits)
without charge by writing c/o Secretary, 6645
185th
Avenue NE, Suite 100, Redmond, WA
98052 or by calling (425) 881-6444. Copies of the exhibits to our
annual report on Form 10-K are available for a nominal fee or may
be viewed at
http://www.dataio.com/company/investorrelations/annualmeeting.aspx
or www.sec.gov in the EDGAR filing of our
report.
By
Order of the Board of Directors
/s/
Anthony Ambrose
Anthony
Ambrose
President
and Chief Executive Officer
Redmond, Washington
April 1, 2020
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