SCHEDULE 14A -
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
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ELECTRO-SENSORS, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ELECTRO-SENSORS,
INC. 6111 Blue Circle Drive Minnetonka, Minnesota 55343
(952)
930-0100
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
April
20, 2022
To
the Shareholders of Electro-Sensors, Inc.:
Notice
is hereby given that the Annual Meeting of Shareholders of Electro-Sensors, Inc. will be held on Wednesday, April 20, 2022 at
2:00 p.m. Central Time. The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via a live webcast.
It is important to note that shareholders have the same rights and opportunities to participate in this virtual meeting as if
they were attending an in-person meeting. You will be able to participate in the virtual Annual Meeting, vote and submit your
questions via the live webcast by visiting www.virtualshareholdermeeting.com/ELSE2022 for the following purposes:
| 1. | To
set the number of directors at five; |
| 2. | To
elect five directors to serve until the next Annual Meeting of Shareholders; |
| 3. | To
ratify the selection of Boulay PLLP as independent registered public accounting firm
for the Company for the fiscal year ending December 31, 2022; |
| 4. | To
hold an advisory vote approving executive compensation (a “Say-on-Pay” vote);
and |
| 5. | To
take action upon any business as may properly come before the meeting or any adjournment
or postponement thereof. |
Accompanying
this Notice of Annual Meeting is a Proxy Statement, Form of Proxy and the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2021.
The
Board of Directors has fixed the close of business on February 24, 2022 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting of Shareholders. All shareholders are cordially invited to attend the
virtual Annual Meeting at www.virtualshareholdermeeting.com/ELSE2022.
To
ensure that we achieve a quorum, however, whether or not you plan to attend the Annual Meeting webcast, the Board of Directors
requests that you either (1) promptly complete, sign, date and return the enclosed proxy card solicited by the Board of Directors,
or (2) vote electronically following the process described in this proxy statement or in other materials you receive. The proxy
is revocable and will not be used if you attend the Annual Meeting and vote in person or otherwise provide notice of your revocation.
If you have any questions regarding the completion of the enclosed proxy card please call the Company at (952) 930-0100.
NOTICE:
Please retain a copy of the 16 Digit Control Number that is printed on your proxy card as you will need it to enter the virtual
Annual Meeting as a verified shareholder.
|
BY ORDER OF THE BOARD OF
DIRECTORS, |
| |
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| |
 |
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David L. Klenk |
| |
President |
Minnetonka,
Minnesota
Dated: March
31, 2022
ELECTRO-SENSORS,
INC. 6111 Blue Circle Drive Minnetonka, Minnesota 55343 (952) 930-0100
PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
April
20, 2022
GENERAL
INFORMATION
This
Proxy Statement is furnished by the Board of Directors (the “Board”) of Electro-Sensors, Inc., a Minnesota corporation
(the “Company”), to the shareholders of the Company in connection with a solicitation of proxies to be voted at the
Annual Meeting of Shareholders (the “Annual Meeting”) to be held electronically at 2:00 p.m., Central Time, on Wednesday,
April 20, 2022, at www.virtualshareholdermeeting.com/ELSE2022 and at any and all adjournments or postponements thereof.
The Annual Meeting will be a completely virtual meeting of shareholders that will be conducted via live webcast. This Proxy Statement
and the accompanying materials are first being mailed to shareholders on or about March 31, 2022.
If
your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via
the Internet or telephone. A large number of banks and brokerage firms participate in the Broadridge Investor Communication Services
online program. This program provides eligible shareholders who receive notice and access materials or copies of the Annual Report
and Proxy Statement the opportunity to vote via the Internet or telephone. If your bank or brokerage firm participates in this
Broadridge program, your voting form will provide instructions. If your voting form does not refer to Internet or telephone information,
please complete and return the paper proxy card in the postage paid envelope provided.
Any
proxy delivered pursuant to this solicitation is revocable at the option of the person giving the proxy at any time before it
is exercised. A proxy may be revoked, prior to its exercise, by executing and delivering a later-dated proxy via the Internet,
via telephone or by mail, by delivering written notice of the revocation of the proxy to the Company’s President prior to
the Annual Meeting, or by attending and voting at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will
not constitute a revocation of a proxy. The shares represented by a proxy will be voted in accordance with the shareholder’s
directions if the proxy is duly submitted and not validly revoked prior to the Annual Meeting. If no directions are specified
on a duly submitted proxy, the shares will be voted in accordance with the recommendations of the Board, FOR approval of the number
of directors to be set at five, FOR the election of the directors nominated by the Board, FOR the ratification of the Company’s
selection of independent registered public accounting firm for the fiscal year ending December 31, 2022, FOR the non-binding resolution
regarding executive compensation, and in accordance with the discretion of the persons appointed as proxies on any other matters
properly brought before the Annual Meeting any and all adjournments or postponements thereof.
The
expense of preparing, printing, and mailing this Proxy Statement and the proxies solicited hereby will be borne by the Company.
The Company will request brokerage firms, banks, nominees, custodians, and fiduciaries to forward proxy materials to the beneficial
owners of shares of Common Stock of the Company (“Common Stock”) as of the record date and reimburse these firms for
the cost of forwarding the proxy materials in accordance with customary practice. In addition to the use of the Internet and mail,
proxies may be solicited by officers, directors, and regular employees of the Company, without additional remuneration, in person
or by telephone or facsimile transmission.
For
a shareholder proposal to be considered for inclusion in our Proxy Statement for the 2023 Annual Meeting, the written proposal
must be received at our principal executive offices by the close of business on December 2, 2022. The proposal must comply
with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The
Proxy Statement, Form of Proxy, and Annual Report on Form 10-K are available at
http://www.idelivercommunications.com/proxy/else
OUTSTANDING
SHARES & VOTING RIGHTS
The
Company fixed the close of business on February 24, 2022 as the record date for determining shareholders entitled to notice of
and to vote at the Annual Meeting. At February 24, 2022, the Company had outstanding 3,395,521 shares of Common Stock, the only
outstanding class of capital stock of the Company. Each share of Common Stock outstanding on the record date entitles the holder
thereof to one vote on each matter to be voted upon by shareholders at the Annual Meeting. Holders of Common Stock are not entitled
to cumulative voting rights.
For
the election of directors, each shareholder will be entitled to vote for five nominees and the five nominees with the greatest
number of votes will be elected. With respect to the proposal to set the number of directors at five, ratification of our independent
registered public accounting firm for the fiscal year ending December 31, 2022, the advisory Say-on-Pay vote, and any other matter
that properly comes before the meeting, the affirmative vote of the holders of a majority of the shares of Common Stock represented
in person or by proxy and entitled to vote on the proposal will be required for approval. A properly executed proxy marked “ABSTAIN”
with respect to any proposal will not be voted, although it will be counted for purposes of determining whether there is a quorum.
Accordingly, an abstention will have the effect of a negative vote with respect to all proposals.
A
majority of the shares of Common Stock entitled to vote at the Annual Meeting, present in person or by proxy, constitutes a quorum
that is required for the transaction of business at the Annual Meeting. Proxies relating to “street name” shares that
are voted by brokers on some matters, but not on other matters as to which authority to vote is withheld from the broker (“broker
non-votes”) absent voting instructions from the beneficial owner, will be treated as shares present for purposes of determining
the presence or absence of a quorum but will not be deemed to be represented at the meeting for purposes of determining the approval
of any matter submitted to the shareholders for which voting authority is withheld. The Inspector of Election appointed by the
Board will determine the shares represented at the meeting and the validity of proxies and ballots and will count all votes and
ballots.
CORPORATE
GOVERNANCE
The
business affairs of the Company are conducted under the direction of the Board in accordance with the Minnesota Business Corporation
Act and our Articles of Incorporation and Bylaws. The Board of Directors currently has five members: David L. Klenk, Jeffrey D.
Peterson, Joseph A. Marino, Scott A. Gabbard, and Michael C. Zipoy. Members of the Board are informed of our business through
discussions with management, by reviewing materials provided to them and by participating in meetings of the Board and its committees,
among other activities. The corporate governance practices that we follow are summarized below.
Board
Leadership Structure and Risk Management
The
Board believes that independent director Joseph A. Marino is best suited to serve as Chairman of the Board due to his extensive
familiarity with the Company’s business and industry as well as his proven track record of leading dynamic and growing organizations.
Additionally, the Board believes Mr. Marino is most capable of effectively identifying strategic priorities and leading the discussion
and execution of strategy. The Board believes having an independent director as chairman provides for good governance and effectively
balances the roles of internal and external directors. Mr. Marino and the Company’s other independent directors bring experience,
oversight and expertise from outside the Company and industry, while Mr. David L. Klenk, as President, Chief Executive Officer
and Chief Financial Officer, brings company-specific experience and expertise. The Board believes that Mr. Klenk’s participation
on the Board in his role of Chief Executive Officer promotes strategy development and execution, and facilitates information flow
between management and the Board, which are essential to effective governance.
One key Board responsibility is to hold management accountable for the execution of strategy once it is developed. The Board believes
that its independent directors work together effectively to serve this oversight function, with no individual director serving
as a “lead” independent director.
The
Board believes that oversight of the Company’s risk management efforts is another key responsibility that is shared by the
entire Board. The Board regularly reviews risk management information regarding the Company’s liquidity and operations.
Board members receive regular financial statements, which are discussed at quarterly meetings of the Board. In addition,
Mr. Klenk frequently has informal discussions with Board members regarding key business issues and risk management.
Independence
The
Board of Directors has determined that Messrs. Gabbard, Marino, Peterson, and Zipoy are independent directors as defined by the
listing standards of the Nasdaq Stock Market, since none of them are believed to have any relationships that, in the opinion of
the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
If Messrs. Gabbard, Marino, Peterson, and Zipoy are all elected at the Annual Meeting, they will constitute a majority of the
Board of Directors. Mr. Klenk is precluded from being considered independent by Nasdaq rules since he currently serves as an executive
officer of the Company.
The
Board has determined that all members of the Company’s Audit Committee, Compensation Committee and Nominating Committee
are independent under listing standards of the Nasdaq Stock Market.
Code
of Ethics and Business Conduct
The
Company has adopted the Electro-Sensors Code of Ethics and Business Conduct (the “Code of Conduct”), which applies
to all of our directors, officers and employees. A copy of the Code of Conduct may be obtained upon written request to the Chief
Executive Officer. If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver
from a provision of the Code of Conduct to our directors or executive officers, we will disclose the nature of the amendments
or waiver on our website.
Director
Attendance at Annual Meeting
Director
attendance at Annual Meetings can provide our shareholders with an opportunity to communicate with directors about issues affecting
the Company. We expect all directors to attend the Annual Meeting of Shareholders. The 2021 Annual Meeting was held virtually
and all five of the directors attended the Meeting.
Communications
with the Board
Shareholders
may communicate directly with the Board. All communications should be directed to the Chairman of our Audit Committee at the address
below and should prominently indicate on the outside of the envelope that the communication is intended for the Board or for non-management
directors. If no director is specified, the communication will be forwarded to the entire Board. Shareholder communications to
the Board should be sent to:
Board
of Directors
Attention:
Chairman, Audit Committee
Electro-Sensors,
Inc.
6111
Blue Circle Drive
Minnetonka,
Minnesota 55343-9108
Committees
and Meetings of the Board of Directors
Information
about the Board and its Committees are set forth below.
Board
Meetings
The
Board met six times during 2021. Each Board member attended all of the meetings of the Board and committees on which he served.
Director
Compensation
Directors
who are not Company employees received $2,000 per board meeting for their Board services. See “Director Compensation”
on page 11. The chair of the Board of Directors received $17,500 for the year for his leadership of the Board. The Audit Committee
Chair and the Compensation Committee Chair each received $8,750 per year and each other committee member received $4,000 per year
for his service on each committee.
Audit
Committee
Messrs.
Marino, Gabbard (Chair), and Zipoy currently serve as members of the Audit Committee. This Committee met twice during 2021. The
Audit Committee is responsible for selecting the Company’s independent registered public accounting firm, and for assisting
the Board in its oversight of corporate accounting and internal controls, reporting practices of the Company and the quality and
integrity of the financial reports of the Company. In addition to regularly scheduled Audit Committee meetings, the Audit Committee
Chair meets quarterly with the Company’s independent accounting firm to discuss quarterly results. The Audit Committee Charter
specifies the Committee’s composition and responsibilities. For more information concerning the Audit Committee, see the
Report of the Audit Committee on page 15 and the Audit Committee Charter posted on our corporate website under “Investor
Information - Corporate Governance.” Given his significant experience serving as a chief financial officer of companies,
the Board has determined that Mr. Gabbard is an “audit committee financial expert” as defined by Item 407(d)(5)(ii)
of SEC Regulation S-K.
Compensation
Committee
Messrs.
Marino, Gabbard, and Zipoy (Chair) currently serve as members of the Compensation Committee (the “Compensation Committee”).
The Compensation Committee acts pursuant to a charter and met twice during 2021. For more information concerning the Compensation
Committee, see the Compensation Committee Charter posted on our corporate website under “Corporate Governance.” The
Compensation Committee is responsible for making recommendations to the Board concerning compensation of the Company’s employees,
officers, and directors, and is authorized to determine the compensation of the Company’s executive officers. The Compensation
Committee is authorized to administer the various incentive plans of the Company and has all powers of the attendant thereto,
including the power to grant employee stock options.
Nominating
Committee
Messrs.
Marino, Peterson, and Zipoy (Chair) currently serve as members of the Nominating Committee. The Nominating Committee met once
during 2021. The Nominating Committee is responsible for evaluating and nominating or recommending candidates for the Company’s
Board of Directors. A copy of the Nominating Committee Charter, which has been adopted by the Company’s Board, is posted
on our corporate website under “Corporate Governance.”
Nominating
Policy
The
Nominating Committee will consider candidates for nomination as a director recommended by shareholders. The Nominating Committee
believes that director or candidates should have certain minimum qualifications, including being able to read and understand basic
financial statements, being over 18 years of age, having familiarity with the Company’s business and industry, having high
moral character and mature judgment, being able to work collegially with others, and not currently serving on more than three
Boards of public companies. The Nominating Committee may modify these minimum qualifications from time to time.
In
evaluating director nominees who meet the Company’s minimum qualifications, the Nominating Committee considers the following
factors and qualifications, among others:
| ● | when
evaluating candidates for nomination as new directors, the Committee will consider,
and ask any search firm that it engages, to provide a set of candidates that includes
qualified women and individuals from historically underrepresented groups. |
| ● | the
appropriate size and the diversity of the Company’s Board of Directors; |
| ● | the
needs of the Board for the particular talents and experience of its directors; |
| ● | the
knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public
service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members
of the Board; |
| ● | familiarity
with domestic and international business matters; |
| ● | age
and legal and regulatory requirements; |
| ● | experience
with accounting rules and practices; |
| ● | appreciation
of the relationship of the Company’s business to the changing needs of society; and |
| ● | the
desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new
members. |
The
Nominating Committee will consider the attributes of the candidates and the needs of the Board and will review all candidates
in the same manner. The Nominating Committee seeks to nominate candidates with a diverse range of knowledge, experience, skills,
expertise, and other qualities that will contribute to the overall effectiveness of the Board.
A
shareholder who wishes to recommend one or more directors must provide a written recommendation to the Company at the address
below by December 2, 2022. Notice of a recommendation must include the name and address of the shareholder and the class
and number of shares the shareholder owns. With respect to the nominee, the shareholder should include the nominee’s name,
age, business address, residence address, current principal occupation, five-year employment history with employer names and a
description of the employer’s business, the number of shares beneficially owned by the nominee, whether the nominee can
read and understand basic financial statements, and other Board memberships, if any.
Electro-Sensors,
Inc.
Attn:
Chair, Nominating Committee
6111
Blue Circle Drive
Minnetonka,
MN 55343-9108
The
recommendation must be accompanied by a written consent of the nominee to stand for election at the Annual Meeting if nominated
by the Nominating Committee and to serve if elected by the shareholders. The Company may require any nominee to furnish additional
information that may be needed to determine the eligibility of the nominee and whether the nominee has the attributes the Board
believes are important in its composition.
ELECTION
OF DIRECTORS
Proposals
#1 and #2
The
Bylaws of the Company provide that at each Annual Meeting, the shareholders will determine the number of directors, which must
be at least one. The Nominating Committee and the Board recommend that the number of directors be currently set at five and that
five directors be elected at the Annual Meeting to serve until the 2023 Annual Meeting or until their successors are duly elected
and qualified. Under applicable Minnesota law and the Bylaws of the Company, approval of the proposal to set the number of directors
at five requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or by proxy
at the Annual Meeting with authority to vote on this matter.
The
Nominating Committee recommended and the Board selected the persons named below for election to the Board. All nominees are currently
directors of the Company. If, prior to the Annual Meeting, the Board determines that any of these nominees would be unable to
serve as a director after the Annual Meeting by reason of death, incapacity or other unexpected occurrence, the proxies will be
voted for such substitute nominee as the Board selects. The Board has no reason to believe that any of the following nominees
will be unable to serve. The Bylaws of the Company provide that directors will be elected by a plurality of the votes cast by
holders of shares present in person or by proxy and entitled to vote on the election of directors at a meeting at which a quorum
is present.
The
following table sets forth the principal occupations (for at least the last five years) and directorships of the nominees:
| Name
|
Principal
Occupation and Directorships |
Age |
Director
Since |
| |
|
|
|
| David
L. Klenk |
President,
CEO, and CFO of the Company since 2013 |
57 |
2013 |
| |
|
|
|
| Joseph
A. Marino |
President
and CEO of Cardia, Inc. (a medical equipment manufacturer) since 1998 |
70 |
1994 |
| |
|
|
|
| Scott
A. Gabbard |
CFO
and COO of Magenic Technologies, Inc. (a software consulting organization) from April 2006 to August 2021 |
55 |
2013 |
| |
|
|
|
| Jeffrey
D. Peterson |
Private
investor since 1998. Previously employed by John G. Kinnard and Company, a regional brokerage firm. |
65 |
2011 |
| |
|
|
|
| Michael
C. Zipoy |
Retired,
Investment executive from 1978-2018; Feltl and Company investment executive (brokerage
and investment banking firm) from 2005 through 2018
|
74
|
2012 |
The
Board believes the following key characteristics are important in the selecting these five nominees:
Mr.
Marino’s executive leadership experience in building both private and public companies, including strategy formulation,
execution, and investor relations;
Mr.
Zipoy’s investment experience in small and micro-cap companies and his participation in public and private equity financing;
Mr.
Peterson’s significant experience in the investment industry and personal connections with many regional businesses;
Mr.
Gabbard’s extensive management experience, expertise, and background on strategic, accounting and financial matters for
both public and private companies; and
Mr.
Klenk’s years of leadership experience with emerging technology companies, his high levels of customer and employee focus,
and his demonstrated ability to lead companies through significant growth cycles.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth information, as of February 24, 2022, regarding the beneficial ownership of the outstanding shares
of Common Stock by persons known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock, by
directors and director nominees, by the only executive officer named in the Summary Compensation Table, and by the Company’s
current directors and executive officer as a group.
| |
|
Common
Stock |
| Name
and Address |
|
Number
of Shares |
|
Percent |
| of
Beneficial Owner |
|
Beneficially
Owned(1) |
|
of
Class |
David
L. Klenk
6111
Blue Circle Drive
Minnetonka,
MN 55343
|
|
102,979
(2) |
|
3.0% |
| |
|
|
|
|
Joseph
A. Marino
2900
Lone Oak Parkway, Suite 130
Eagan,
MN 55121
|
|
52,500
(3) |
|
1.5% |
| |
|
|
|
|
Scott
A. Gabbard
6111
Blue Circle Drive
Minnetonka,
MN 55343
|
|
50,000
(3)
|
|
1.5% |
| |
|
|
|
|
Jeffrey
D. Peterson
15708
Woodknoll Lane
Minnetonka,
MN 55345
|
|
403,438
(5) |
|
11.9% |
| |
|
|
|
|
Michael
C. Zipoy
6111
Blue Circle Drive
Minnetonka,
MN 55343
|
|
62,500
(4) |
|
1.8% |
| |
|
|
|
|
Lynne
E. Peterson
10254
Nottingham Trail
Eden
Prairie, MN 55347
|
|
350,893
(6) |
|
10.3% |
| |
|
|
|
|
John
E. Peterson
815
Buttonbush Lane
Naples,
FL 34108
|
|
350,893 (7) |
|
10.3% |
| |
|
|
|
|
Paul
R. Peterson
227
Cedar Drive West
Hudson,
WI 54016
|
|
350,893
(8) |
|
10.3% |
| |
|
|
|
|
Patricia
N. Peterson
6005
Erin Terrace
Edina,
MN 55439
|
|
364,768
(8) |
|
10.7% |
| |
|
|
|
|
David
E. Lazar
C/O
Activist Investing LLC
1185
Avenue of the Americas, Third Floor
New
York, NY 10036
|
|
192,244
(9) |
|
5.7% |
| |
|
|
|
|
| Officers
and Directors as a Group (5 persons) |
|
671,417 |
|
19.7% |
| (1) | Except
as otherwise indicated, each person named or included in the group has the sole power
to vote and sole power to direct the disposition of all shares listed as beneficially
owned by him or her. Beneficial ownership information is based on information furnished
by the specified persons and is determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934 (the “Exchange Act”), as required for purposes of this
Proxy Statement. Accordingly, it includes shares of Common Stock that are issuable upon
the exercise of stock options exercisable within 60 days of February 24, 2022 as noted
below. |
| (2) | Includes
100,000 shares issuable upon the exercise of stock options exercisable within 60 days
of February 24, 2022 and 2,979 shares held by the Electro-Sensors, Inc. Employee Stock
Ownership Plan (“ESOP”) for the account of Mr. Klenk. |
| (3) | Represents
shares issuable upon the exercise of stock options exercisable within 60 days of February
24, 2022. |
| (4) | Includes
52,500 shares issuable upon the exercise of stock options exercisable within 60 days
of February 24, 2022 and 10,000 shares held by the Barbara J. Zipoy and Michael C. Zipoy
Revocable Trust of which Mr. Zipoy is a Trustee. |
| (5) | Includes
52,500 shares issuable upon the exercise of stock options exercisable within 60 days
of February 24, 2022 and 46 shares held by the Electro-Sensors, Inc. Employee Stock Ownership
Plan (“ESOP”) for the account of Mr. Peterson. |
| (6) | Based
on a Form 4 dated December 30, 2021 and filed with the SEC on December 30, 2021 |
| (7) | Based
on a Form 3 dated December 30, 2021 and filed with the SEC on January 3, 2022 |
| (8) | Based
on a Form 3 dated December 30, 2021 and filed with the SEC on December 30, 2021 |
| (9) | Based
on a Schedule 13D dated January 4, 2022 and filed with the SEC on January 14, 2022. Includes
shares owned by Activist Investing LLC and Custodian Ventures LLC of which Mr. Lazar
has sole voting and dispositive power. |
| Board
Diversity Matrix (As of February 24, 2022) |
| |
Male |
Female |
| Total
Number of Directors |
5 |
| Part
I: Gender Identity |
|
|
| Directors |
5 |
0 |
| Part
II: Demographic Background |
|
|
| White |
5 |
0 |
TRANSACTIONS
WITH RELATED PERSONS,
PROMOTERS
AND CERTAIN CONTROL PERSONS
The
Company was not a party to any transactions with related persons, promoters or control persons during the last fiscal year and
is not currently contemplating any such transactions.
EXECUTIVE
COMPENSATION
Compensation
Summary
The
following table summarizes information concerning the compensation awarded or paid to, or earned by, the Company’s Named
Executive Officer during 2021 and 2020.
Summary
Compensation Table
Name
and
principal position |
Year |
Salary
($)
|
Bonus
($)
|
Option
Awards ($) |
Non-equity
incentive
plan
($)
|
All
other
compensation
($)(2)
|
Total
($)
|
David L. Klenk,
President, CEO, CFO |
2021
2020 |
230,000
238,847 |
20,000
0 |
(1) |
0
0 |
|
0
0 |
|
35,334
39,124 |
285,334
277,971 |
| (1) | Discretionary
payment made under the 2021 Management Incentive Bonus Plan. |
| (2) | Amounts
reflect allocations to individual’s account of Company contributions to the ESOP,
401(k) Plan, and standard employee benefit plans. The Company matches 100% of the first
3% of employee 401(k) Plan contributions and 50% of the next 2% of employee contributions. |
Compensation
of Executive Officer
Mr.
Klenk does not have a written employment agreement with the Company. As of January 1, 2022, his annual salary is $242,000 per
year, and he is eligible to receive a bonus as determined by either the Board of Directors or the Compensation Committee. See
“2022 Management Incentive Bonus Plan” and “2021 Management Incentive Bonus Plan” information below. Because
the Company pays its regular fulltime employees, including Mr. Klenk, every two weeks, approximately once every 11 years, each
employee will receive 27 rather than 26 paychecks. The amount paid to Mr. Klenk in the table above reflects the fact that 2020
was a 27-paycheck year for the Company’s employees.
Outstanding
Equity Awards as of December 31, 2021
The
following table sets forth certain information concerning outstanding option equity awards outstanding to the Named Executive
Officer at December 31, 2021. There were no outstanding share awards and therefore, these columns are omitted from the table.
| Outstanding
Equity Awards at Fiscal Year-End |
| Option
Awards |
| Name |
|
Number
of
securities
underlying
unexercised options
(#) exercisable |
|
Number
of securities
underlying unexercised
options (#)
unexercisable |
Option
Exercise Price
($)
|
Option
Expiration
Date |
| Mr. Klenk |
|
50,000 |
|
None |
4.21 |
7/22/2023 |
| Mr. Klenk |
|
50,000 |
|
None |
3.41 |
2/8/2026 |
2021
Management Incentive Bonus Plan
On
January 7, 2021, the Compensation Committee approved the 2021 Management Incentive Plan (the “2021 Plan”) for the
Company’s President, Chief Executive Officer, and Chief Financial Officer David L. Klenk. The 2021 Plan had both annual
financial performance and strategic goals. The financial performance goals were primarily based on the achievement of specified
revenue levels, with additional amounts available for exceeding certain levels. The strategic goals were primarily related to
initiatives related to expanding our customer base and product offerings. The Company allocated 50% of the potential bonus to
financial performance and 50% to strategic initiatives. If the Company achieved the specified goals, the incentive cash payment
to Mr. Klenk would have been approximately 22% of his base salary. Furthermore, the Committee retained discretion under the 2021
Plan to make incentive plan cash payments in amounts higher or lower than would otherwise be required under the 2021 Plan. Although
the Company did not achieve specified revenue levels, the Compensation Committee approved a discretionary $20,000 bonus to Mr.
Klenk under the 2021 Plan in light of the fact that the Company achieved record sales of $8.6 million.
2022
Management Incentive Bonus Plan
On
February 1, 2022, the Compensation Committee approved the 2022 Management Incentive Plan (the “2022 Plan”) for the
Company’s President, Chief Executive Officer and Chief Financial Officer David L. Klenk. The 2022 Plan has both annual financial
performance and strategic goals. The financial performance goals are primarily based on the achievement of specified revenue levels,
with additional amounts available for exceeding certain levels. The strategic goals are primarily related to initiatives related
to expanding our customer base and product offerings. The Company has allocated 75% of the potential bonus to financial performance
and 25% to strategic initiatives. If the Company achieves the specified goals, the incentive cash payment to Mr. Klenk will equal
approximately 21% of his base salary. Furthermore, the Committee retains discretion under the 2022 Plan to make incentive plan
cash payments in amounts higher or lower than would otherwise be required under the 2022 Plan.
DIRECTOR
COMPENSATION
Compensation
Summary
The
following table summarizes information concerning the compensation awarded or paid to, or earned by, the Company’s non-employee
directors during the last fiscal year. Directors who are not employees of the Company received $2,000 per Board meeting. The Chairman
of the Board of Directors received $17,500 per year for his service on the Board. The Audit Committee Chair and Compensation Committee
Chair received $8,750 per year and each other Audit Committee member and Compensation Committee member received $4,000 per year
for their service on each committee. No additional amounts were paid for service on the Nominating Committee. Directors may receive
additional amounts for special committee or other Board work as determined by the Board.
Director
Compensation Table
| Director
Name |
Fees
earned
or paid in
cash ($) |
| Joseph
A. Marino |
37,500 |
| Scott
A. Gabbard |
24,750 |
| Jeffrey
D. Peterson |
12,000 |
| Michael
C. Zipoy |
24,750 |
Effective
January 1, 2022, the Nominating Committee Chair will receive $8,750 per year and each other committee member will receive $4,000
per year for his service on the committee.
At
December 31, 2021, Messrs. Marino, Peterson, and Zipoy each had 52,500 shares in stock option grants outstanding and Mr. Gabbard
had 50,000 shares in stock option grants outstanding. These options were granted prior to 2021.
SECTION
16(a) BENEFICIAL OWNERSHIP
REPORTING
COMPLIANCE
Pursuant
to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors, its executive officers, and any persons
who beneficially own more than 10% of the Company’s Common Stock are required to report their initial ownership of Common
Stock and subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for those reports
have been established, and the Company is required to disclose in this Proxy Statement any failure to file by those due dates
during 2021. Based upon a review of such reports furnished to the Company, or written representations that no reports were required,
the Company believes that all of those filing requirements were satisfied with respect to fiscal 2021, except that Ms. Lynne Peterson
did not timely file Form 4 when she became the co-executor of the Estate of Nancy Peterson.
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal
#3
The
Company’s Board retained Boulay PLLP as its principal independent registered public accounting firm for the year ended December 31,
2021 and has selected Boulay PLLP to serve as the Company’s independent registered public accounting firm for the year ending
December 31, 2022. The Board desires that the selection of this independent registered public accounting firm be submitted
to the shareholders for ratification, which ratification requires the affirmative vote of the holders of a majority of the shares
of Common Stock represented at the Annual Meeting in person or by proxy and entitled to vote. If the selection is not ratified,
the Board of Directors will reconsider its decision.
A
representative of Boulay PLLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if
he or she desires to do so and will be available to respond to appropriate questions.
DISCLOSURE
OF FEES PAID TO INDEPENDENT AUDITORS
The
following fees were paid to Boulay PLLP in 2021 and 2020:
| | |
2021 | |
2020 |
| Audit Fees | |
$ | 74,956 | |
$ | 75,000 |
| Audit-Related fees | |
$ | 0 | |
$ | 0 |
| Tax Fees | |
$ | 4,205 | |
$ | 16,795 |
| All Other Fees | |
$ | 8,440 | |
$ | 710 |
| Total | |
$ | 87,601 | |
$ | 92,505 |
Audit
Fees were for professional services rendered for the audit of the Company’s financial statements and review of the interim
financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.
Audit-Related
Fees consist of the review of, and discussion with, management regarding, certain accounting treatment.
Tax
Fees were for professional services rendered for preparation of the Company’s annual tax return, quarterly estimates,
and state returns. Tax examination consulting is also included.
All
Other Fees represent fees for any professional services not included in the first three categories listed above. Those fees
were approved by the audit committee and related to business development activities.
Under
its Charter, the Audit Committee is required to pre-approve all audit services, as well as all non-audit services performed by
the Company’s independent registered public accounting firm to ensure that the provision of these non-audit services does
not impair the auditor’s independence. Unless a particular service has received general pre-approval by the Audit Committee
in accordance with the Audit Committee’s pre-approval policy, each service provided must be specifically pre-approved. Any
proposed services exceeding pre-approved costs levels will require specific pre-approval by the Audit Committee.
As
part of the Company’s annual engagement agreement with its independent registered public accounting firm, the Audit Committee
pre-approves the following:
| ● | Audit
services to be provided by the independent auditor: statutory and financial audits for
the Company and audit services associated with SEC registration statements, periodic
reports and other documents filed with the SEC, production of other documents issued
by the independent registered public accounting firm in connection with securities offerings
(e.g., comfort letters, consents), and assistance in responding to SEC comment letters. |
| ● | Consulting
services provided by the independent registered public accounting firm related to the
accounting or disclosure treatment of transactions or events and the actual or potential
impact of final or proposed rules, standards or interpretations by the SEC, FASB, or
other regulatory or standard-setting bodies. |
| ● | Specific
non-audit services, primarily tax services. The Audit Committee does not believe that
performance of these tax services impairs the auditor’s independence. The Audit
Committee has given the independent registered public accounting firm pre-approval for
U.S. federal, state, and local tax planning and advice, U.S. federal, state, and local
tax compliance, international tax planning and advice, international tax compliance,
and tax planning and advice related to merger and acquisition activities. The Company’s
independent registered public accounting firm must inform the Audit Committee whenever
it provides pre-approved service. The aggregate amount of fees for these pre-approved
tax services may not exceed $15,000 without additional explicit approval by the Audit
Committee. |
The
term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different
term. The Audit Committee retains the right to periodically revise the above list of pre-approved services.
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
Proposal
#4
The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act
require that we provide our shareholders the opportunity to vote on a nonbinding, advisory resolution regarding the compensation
of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the
SEC (commonly referred to as “Say-on-Pay”).
The
Board of Directors believes that our executive compensation rewards performance, supports our business strategies, and discourages
excessive risk taking. We believe that our executive compensation package is adequate, competitive with the market, and consistent
with our objectives and goals.
The
vote on this resolution is not intended to address any specific element of compensation. Instead, the vote relates to the overall
compensation of our Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure
rules of the SEC.
Shareholders
will be asked to vote on the following resolution:
“Resolved,
that the shareholders approve the compensation of the Named Executive Officers as disclosed in the Summary Compensation Table
and the related tabular and narrative disclosures in this Proxy Statement.”
The
vote on this proposal is an advisory vote and is not binding on the Company. Although the vote is non-binding, the Board of Directors
and the Compensation Committee intend to carefully consider the results of the voting on this proposal when making future decisions
regarding executive compensation. To the extent there is any significant vote against the compensation of our Named Executive
Officers in this Proposal #4, the Compensation Committee will evaluate what actions may be necessary to address our shareholders’
concerns.
Vote
Required for Approval
The
affirmative vote of the holders of a majority of the shares of Common Stock represented at the Annual Meeting in person or by
proxy and entitled to vote is required for approval of this proposal.
The
Board of Directors recommends that shareholders vote FOR the non-binding resolution regarding the compensation of our Named Executive
Officers, as disclosed in this Proxy Statement.
REPORT
OF THE AUDIT COMMITTEE
The
Audit Committee of the Board of Directors is comprised of three directors who are independent of the Company and management as
required by the Nasdaq corporate governance listing standards and by SEC rules. The Audit Committee operates under a written charter
adopted by the Board of Directors.
The
Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible
for the Company’s financial statements and the financial reporting process, including implementing and maintaining effective
internal control over financial reporting and for the assessment of, and reporting on, the effectiveness of internal control over
financial reporting. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial
statements with accounting principles generally accepted in the United States.
The
Audit Committee has reviewed and discussed with management and the independent auditors the Company’s audited financial
statements for the year ended December 31, 2021, and discussed with management the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2021 contained in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021, including a discussion of the reasonableness of significant judgments and the clarity of disclosures
in the financial statements. The Audit Committee also reviewed and discussed with management and the independent auditors the
disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
included in the Company’s 2021 Annual Report to Shareholders and its Annual Report on Form 10-K for the year ended December
31, 2021.
The
Audit Committee has discussed with the independent auditors the matters required to be discussed by Public Company Accounting
Oversight Board (“PCAOB”). In addition, the Audit Committee has discussed with the independent auditors the auditor’s
independence from the Company and its management, including the matters in the written disclosures and the letter provided by
the independent auditors to the Audit Committee as required by applicable requirements of the PCAOB regarding the independent
auditor’s communications with the Audit Committee concerning independence, and has considered the compatibility of non-audit
services with the auditor’s independence.
The
Committee discussed with the Company’s independent auditors the overall scope and plans for their integrated audit. The
Committee meets with the independent auditors, with and without management present, to discuss the results of their examinations,
their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.
Based
on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements for the year ended December 31, 2021 be included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.
Audit
Committee
Scott
A. Gabbard, Chair
Joseph
A. Marino
Michael
C. Zipoy
OTHER
MATTERS
The
Board of Directors knows of no other matters to be brought before the Annual Meeting. However, if any other matters are properly
brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in accordance with
their judgment on these matters.
SHAREHOLDER
PROPOSALS
Shareholder
proposals for the proxy statement for the 2023 Annual Meeting of Shareholders of the Company must be received no later than December
2, 2022 at the Company’s principal executive offices, 6111 Blue Circle Drive, Minnetonka, Minnesota 55343, directed
to the attention of the Chairman of the Audit Committee, or the Chairman of the Nominating Committee if the proposal relates to
the nomination of a director, in order to be considered by the Board of Directors for inclusion in next year’s Annual Meeting
proxy material under the SEC’s proxy rules.
Also,
if a shareholder proposal intended to be presented at the next Annual Meeting but not included in the Company’s proxy statement
and proxy is received by the Company after February 14, 2023, then management named in the Company’s proxy form for
the next Annual Meeting will have discretionary authority to vote shares represented by such proxies on the shareholder proposal,
if presented at the meeting, without including information about the proposal in the Company’s proxy material.
FORM
10-K
A
copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December
31, 2021 has been provided with this Proxy Statement. The Company will furnish to any shareholder, upon written request, any exhibit
described in the list accompanying the Form 10-K upon the payment, in advance, of reasonable fees related to the Company’s
furnishing such exhibits(s). Any such request should include a representation that the shareholder was the beneficial owner of
shares of Electro-Sensors Common Stock on February 24, 2022, the record date for the 2022 Annual Meeting, and should be directed
to Mr. David Klenk, Chief Executive Officer, at the Company’s principal address.
The
foregoing Notice of Annual Meeting and Proxy Statement are sent by order of the Board of Directors.
David
L. Klenk
President
March
31, 2022
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ELECTRO-SENSORS,
INC.
6111 BLUE CIRCLE DRIVE
MINNETONKA, MN 55343-9108 |
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern
Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow
the instructions to obtain your records and to create an electronic voting instruction form. |
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During The Meeting - Go to www.virtualshareholdermeeting.com/ELSE2022
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the
box marked by the arrow available and follow the instructions. |
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP
THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN
THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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For
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For All
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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The
Board of Directors recommends you vote FOR the following:
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1. To elect five directors to serve until the next annual meeting of shareholders:
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01) Scott A. Gabbard
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02) David L. Klenk
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03) Joseph A. Marino
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04) Jeffrey D. Peterson
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05) Michael C. Zipoy
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The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
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2. To set the number of directors at five.
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3. To ratify the appointment of Boulay PLLP as Independent Registered Public Accounting Firm for the fiscal year
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4. Advisory vote on executive compensation (a Say-on-Pay).
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NOTE: To transact such other business as may properly come before the meeting or any adjournment.
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Please sign exactly as your
name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation
or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Signature (Joint Owners)
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0000539814_1 R1.0.0.24
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement, Form of Proxy, and Annual Report
on Form 10-K are available at
http://www.idelivercommunications.com/proxy/else
ELECTRO-SENSORS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING
April 20, 2022
The undersigned hereby appoints DAVID L. KLENK, with full power of substitution, as his or her Proxy to represent
and vote, as designated below, all shares of the Common Stock of Electro-Sensors, Inc. registered in the name of the
undersigned at the Annual Meeting of Shareholders of the Company to be held at 2:00 p.m. Central time, on April 20, 2022 at
www.virtualshareholdermeeting.com/ELSE2022, and at any adjournment thereof. The undersigned hereby revokes all proxies
previously granted with respect to this meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN FOR A
PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH PROPOSAL AND FOR THE ELECTION OF EACH DIRECTOR.
Continued
and to be signed on reverse side
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0000539814_2 R1.0.0.24
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