SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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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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Endwave Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
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ENDWAVE
CORPORATION
130 Baytech Drive
San Jose, California 95134
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held On July 22,
2008
Dear
Stockholder
:
You are cordially invited to attend the Annual Meeting of
Stockholders of Endwave Corporation, a Delaware corporation. The
meeting will be held on Tuesday, July 22 at 12:00 noon local
time at 130 Baytech Drive, San Jose, California, for the
following purposes:
1. To elect two directors to hold office until the 2011
Annual Meeting of Stockholders;
2. To ratify the selection by the Audit Committee of the
Board of Directors of Burr, Pilger & Mayer LLP as our
independent registered public accounting firm for the fiscal
year ending December 31,
2008
; and
3. To conduct any other business properly brought before
the meeting.
These items of business are more fully described in the Proxy
Statement accompanying this Notice.
The record date for the Annual Meeting is May 30, 2008.
Only stockholders of record at the close of business on that
date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
Brett W. Wallace
Corporate Secretary
San Jose, California
June 10, 2008
You are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please
complete, date, sign and return the enclosed proxy as promptly
as possible in order to ensure your representation at the
meeting. A return envelope (which is postage prepaid if mailed
in the United States) is enclosed for your convenience. Even if
you have voted by proxy, you may still vote in person if you
attend the meeting. Please note, however, that if your shares
are held of record by a broker, bank or other nominee and you
wish to vote at the meeting, you must obtain a proxy issued in
your name from that record holder.
Table
of Contents
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ENDWAVE
CORPORATION
130 Baytech Drive
San Jose, California 95134
PROXY
STATEMENT
FOR THE 2008 ANNUAL MEETING OF STOCKHOLDERS
July 22, 2008
QUESTIONS
AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why am I
receiving these materials?
We have sent you this proxy statement and the enclosed proxy
card because the Board of Directors of Endwave Corporation
(sometimes referred to as the Company or
Endwave) is soliciting your proxy to vote at the
2008
Annual
Meeting of Stockholders. You are invited to attend the annual
meeting to vote on the proposals described in this proxy
statement. However, you do not need to attend the meeting to
vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card.
We intend to mail this proxy statement and accompanying proxy
card on or about June
12,
2008
to all stockholders of record entitled to vote at
the annual meeting.
Who can
vote at the annual meeting?
Only stockholders of record at the close of business on
May 30, 2008 will be entitled to vote at the annual
meeting. On this record date, there were
9,216,760
shares
of common stock and 300,000 shares of Series B
Preferred Stock outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name
If on May 30,
2
008
your shares
were registered directly in your name with Endwaves
transfer agent, Computershare Trust Company, then you are a
stockholder of record. As a stockholder of record, you may vote
in person at the meeting or vote by proxy. Whether or not you
plan to attend the meeting, we urge you to fill out and return
the enclosed proxy card to ensure your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or
Bank
If on May 3
0, 2008
your shares were held, not in your name, but rather in an
account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held
in street name and these proxy materials are being
forwarded to you by that organization. The organization holding
your account is considered to be the stockholder of record for
purposes of voting at the annual meeting. As a beneficial owner,
you have the right to direct your broker or other agent
regarding how to vote the shares in your account. You are also
invited to attend the annual meeting. However, since you are not
the stockholder of record, you may not vote your shares in
person at the meeting unless you request and obtain a valid
proxy from your broker or other agent.
What am I
voting on?
There are two matters scheduled for a vote:
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Election of two directors; and
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Ratification of Burr, Pilger & Mayer LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2008.
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How do I
vote?
You may either vote For all the nominees to the
Board of Directors or you may Withhold your vote for
any nominee you specify. For each of the other matters to be
voted on, you may vote For or Against or
abstain from voting. The procedures for voting are fairly simple:
Stockholder
of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at
the annual meeting or vote by proxy using the enclosed proxy
card. Whether or not you plan to attend the meeting, we urge you
to vote by proxy to ensure your vote is counted. You may still
attend the meeting and vote in person even if you have already
voted by proxy.
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To vote in person, come to the annual meeting and we will give
you a ballot when you arrive.
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To vote using the proxy card, simply complete, sign and date the
enclosed proxy card and return it promptly in the envelope
provided. If you return your signed proxy card to us before the
annual meeting, we will vote your shares as you direct.
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Beneficial
Owner: Shares Registered in the Name of Broker or
Bank
If you are a beneficial owner of shares registered in the name
of your broker, bank, or other agent, you should have received a
proxy card and voting instructions with these proxy materials
from that organization rather than from Endwave. Simply complete
and mail the proxy card to ensure that your vote is counted. To
vote in person at the annual meeting, you must obtain a valid
proxy from your broker, bank, or other agent. Follow the
instructions from your broker or bank included with these proxy
materials, or contact your broker or bank to request a proxy
form.
How many
votes do I have?
On each
matter to be voted upon, you have one vote for each share of
common stock and ten votes for each share of Series B
Preferred Stock you owned as of May 30, 2008.
What if I
return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any
voting selections, your shares will be voted For the
election of both nominees for director and For the
ratification of the selection of Burr, Pilger & Mayer
LLP as our independent registered public accounting firm. If any
other matter is properly presented at the meeting, your
proxyholder (one of the individuals named on your proxy card)
will vote your shares using his or her best judgment.
Who is
paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In
addition to these mailed proxy materials, our directors and
employees may also solicit proxies in person, by telephone, or
by other means of communication. Directors and employees will
not be paid any additional compensation for soliciting proxies.
We may also reimburse brokerage firms, banks and other agents
for the cost of forwarding proxy materials to beneficial owners.
What does
it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are
registered in more than one name or are registered in different
accounts. Please complete, sign and return
each
proxy
card to ensure that all of your shares are voted.
Can I
change my vote after submitting my proxy?
Yes.
You
can revoke your proxy at any time before the final vote at the
meeting.
If
you are the record holder of your shares, you may revoke your
proxy in any one of three ways:
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You may submit another properly completed proxy card with a
later date.
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You may send a timely written notice that you are revoking your
proxy to Endwaves Corporate Secretary at 130 Baytech
Drive, San Jose, California 95134.
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You may attend the annual meeting and vote in person. Simply
attending the meeting will not, by itself, revoke your proxy.
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2
If your shares are held by your broker or bank as a nominee or
agent, you should follow the instructions provided by your
broker or bank.
When are
stockholder proposals due for next years annual
meeting?
To be considered for inclusion in next years proxy
materials, your proposal must be submitted in writing by
February
13, 2009
,
to our Corporate Secretary at 130 Baytech Drive, San Jose,
California 95134.
If you wish to submit a proposal that is not to be
included in next years proxy materials or nominate a
director, you must do so no earlier than March 24, 2009 and
no later than by April 23, 2009, or within such other
period as is specified in our bylaws. You are advised to review
our bylaws, which contain additional requirements concerning
stockholder proposals and director nominations.
How are
votes counted?
Votes will be counted by the inspector of election appointed for
the meeting, who will separately count For,
Withhold and Against votes, abstentions
and broker non-votes. Abstentions will be counted towards the
vote total for each proposal, and will have the same effect as
Against votes. Broker non-votes have no effect and
will not be counted towards the vote total for any proposal.
If your shares are held by your broker as your nominee (that is,
in street name), you will need to obtain a proxy
form from the institution that holds your shares and follow the
instructions included on that form regarding how to instruct
your broker to vote your shares. If you do not give instructions
to your broker, your broker can vote your shares with respect to
discretionary items, but not with respect to
non-discretionary items. Discretionary items are
proposals considered routine under the rules of the
New York Stock Exchange (NYSE) on which your broker
may vote shares held in street name in the absence of your
voting instructions. Non-discretionary items are proposals
considered non-routine under the rules of the NYSE,
including those involving a contest or a matter that may
substantially affect the rights or privileges of shareholders,
such as mergers or shareholder proposals. On non-discretionary
items for which you do not give your broker instructions, the
shares will be treated as broker non-votes.
How many
votes are needed to approve each proposal?
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For Proposal No. 1, the election of two directors, the
two nominees receiving the most For votes from the
holders of shares present in person or represented by proxy and
entitled to vote on the election of such directors will be
elected. Only votes For or Withheld will
affect the outcome. Broker non-votes will have no effect.
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To be approved, Proposal No. 2, the ratification of
the selection of Burr, Pilger & Mayer LLP as our
independent registered public accounting firm, must receive
For votes from the holders of a majority of votes
present and entitled to vote either in person or by
proxy.
If
you Abstain from voting, it will have the same
effect as an Against
vote.
Broker non-votes will have no effect.
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What is
the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if a majority of the outstanding votes
entitled to vote at the meeting are represented by stockholders
present at the meeting or by proxy. On the record date, there
were 9,216,760
shares
of common stock and 300,000 shares of
Series B Preferred Stock, representing 3,000,000 votes,
outstanding and entitled to vote. Thus, the holders of 6,108,381
votes must be present in person or represented by proxy at the
meeting to have a quorum.
Your shares will be counted towards the quorum only if you
submit a valid proxy (or one is submitted on your behalf by your
broker, bank or other nominee) or if you vote in person at the
meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, either
the Chairman of the Meeting or the holders of a majority of
votes present at the meeting in person or represented by proxy
may adjourn the meeting to another date.
3
How can I
find out the results of the voting at the annual
meeting?
Preliminary voting results will be announced at the annual
meeting. Final voting results will be published in our quarterly
report on
Form 10-Q
for the fiscal quarter ending September 30, 2008.
Proposal 1
Election
Of Directors
Our Board of Directors (the Board) is divided into
three classes, with each class having a three-year term.
Directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote at the
meeting; except that the holders of our Series B Preferred
Stock, voting separately as a class, are entitled to elect one
director.
Unless the Board determines otherwise, vacancies on the Board
may be filled only by the affirmative vote of a majority of the
remaining directors. This includes vacancies created by an
increase in the number of directors. A director elected by the
Board to fill a vacancy (including a vacancy created by an
increase in the authorized number of directors on the Board)
shall serve for the remainder of the full term of the class of
directors in which the vacancy occurred and until such
directors successor is elected and has qualified or until
the directors death, resignation or removal.
The Board presently has six members. Each of the nominees named
below is currently a director of Endwave who was previously
elected by our stockholders. There are two directors in the
class whose term of office expires in 2008. If elected at the
annual meeting, each nominee would serve until the 2011 Annual
Meeting of Stockholders and until his successor is elected and
has qualified, or until the directors death, resignation
or removal. It is our policy to encourage directors and nominees
for director to attend the annual meeting. All current directors
who were serving as directors at the time of the 2007 Annual
Meeting of Stockholders attended the 2007 Annual Meeting of
Stockholders.
Shares represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the two
nominees named below. In the event that the nominees should be
unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such
substitute nominees as the Board may propose. The persons
nominated for election have agreed to serve if elected, and the
Board has no reason to believe that these nominees will be
unable to serve.
The following is a brief biography of each nominee and each
director whose term will continue after the annual meeting. The
age specified for each director is as of June 12, 2008.
Nominees
for Election for a Three-year Term Expiring at the 2011 Annual
Meeting of Stockholders
John
M. McGrath, Jr.
Mr. McGrath
, age 43
,
has served as a
director of Endwave since January 2005. Mr. McGrath is
currently the Vice President and Chief Financial Officer for
Network Equipment Technologies, a manufacturer of data
networking equipment for government and enterprise applications,
a position he has held since 2001. Prior to joining Network
Equipment Technologies, Mr. McGrath was an independent
consultant to enterprise software firm Niku Corporation. From
1997 to 2000, Mr. McGrath served in various financial
capacities at Aspect Communications, including as Vice President
of Finance and Director of Finance for Europe, Middle East and
Africa. Prior to that, he was Director of Finance for TCSI
Corporation. From 1986 to 1991, Mr. McGrath worked as a
Manager in the High Technology/Manufacturing Group at
Ernst & Young LLP. Mr. McGrath holds a B.S. in
Accounting from the University of Wyoming and an M.B.A. from the
Stanford Graduate School of Business and is a registered C.P.A.
in the state of California. Mr. McGrath serves as a member
of the Board of Directors of the Presidio Fund, a publicly
traded mutual fund and Actel Corporation.
4
Wade
Meyercord
Mr. Meyercord
, age 67, has served as a director
of Endwave since March 2004. From 1987 to present,
Mr. Meyercord has served as President of Meyercord and
Associates, a consulting firm specializing in board of directors
and executive compensation. From 1999 to 2002,
Mr. Meyercord served as Senior Vice President and Chief
Financial Officer of RioPort.com, Inc., a company that delivers
an integrated, secure platform for acquiring, managing and
experiencing music and spoken audio programming from the
Internet. From 1998 to 1999, Mr. Meyercord Served as Senior
Vice President,
e-commerce
of Diamond Multimedia. Prior to 1998, Mr. Meyercord held
various management
and/or
executive level positions with Read-Rite Corporation, Memorex
Corporation and IBM Corporation. Mr. Meyercord received a
B.S. in mechanical engineering from Purdue University and an
M.B.A. in engineering administration from Syracuse University.
Mr. Meyercord serves as a member of the Board of Directors
of Microchip and California Micro Devices.
The
Board Of Directors Recommends
A Vote In Favor Of Each Named Nominee.
Directors
Continuing in Office Until the 2009 Annual Meeting of
Stockholders
Edward
A. Keible
Mr. Keible
, age 64, has served as our President
and Chief Executive Officer and as a director since
January 1994. From 1973 until 1993, Mr. Keible held
various positions at Raychem Corporation, a materials science
company, culminating in the position of Senior Vice President
with specific oversight of Raychems International and
Electronics Groups. Mr. Keible holds a B.A. in engineering
sciences and a B.E. and an M.E. in materials science from
Dartmouth College and an M.B.A. from Harvard Business School.
Mr. Keible serves as a member of the Board of Directors of
the American Electronics Association.
Edward
C.V. Winn
Mr. Winn
, age 69, has served as director of
Endwave since July 2000. From March 1992 to January 2000,
Mr. Winn served in various capacities with TriQuint
Semiconductor, Inc., a semiconductor manufacturer, most recently
as Executive Vice President, Finance and Administration and
Chief Financial Officer. Previously, Mr. Winn served in
various capacities with Avantek, Inc., a microwave component and
subsystem manufacturer, most recently as Product Group Vice
President. Mr. Winn received a B.S. in Physics from
Rensselaer Polytechnic Institute and an M.B.A. from Harvard
Business School. Mr. Winn serves as a member of the Board
of Directors of Volterra Semiconductor Corporation.
Directors
Continuing in Office Until the 2010 Annual Meeting of
Stockholders
Joseph
Lazzara
Mr. Lazzara
, age 56, has served as a director
of Endwave since February 2004. From September 2006 to March
2008, Mr. Lazzara served as the Vice Chairman and a
director of Omron Scientific Technologies, Inc. (formerly known
as Scientific Technologies, Inc. (NASDAQ: STIZ)), a manufacturer
of machine safeguarding products and automation sensors acquired
by Omron Corporation, a publicly traded Japanese corporation in
September 2006. Prior to the acquisition of Scientific
Technologies, Mr. Lazzara served as the Chief Executive
Officer between June 1993 and September 2006, as the
President of Scientific Technologies between 1989 and 2006 and
as the Treasurer and a director of Scientific Technologies
between 1984 and 2006. From 2006, Mr. Lazzara has also
served as the Vice Chairman and Director of Automation Products
Group, Inc., a privately held manufacturer of automation
sensors. Mr. Lazzara served as a Vice President of
Scientific Technologies between September 1984 and June
1989. He also served as Treasurer and a director of Scientific
Technologies parent company, Scientific Technology
Incorporation, from 1981 and 2006. Prior to 1981,
Mr. Lazzara was employed by Hewlett-Packard Company, a
global technology solutions provider, in Process and Engineering
Management. Mr. Lazzara received a B.S. in Engineering from
Purdue University and an M.B.A. from Santa Clara University.
5
Eric
D. Stonestrom
Mr. Stonestrom
, age 46
,
has served as a
director of Endwave since July 2006. Mr. Stonestrom is
currently President and Chief Executive Officer of Airspan
Networks, a supplier of broadband wireless equipment.
Mr. Stonestrom joined Airspan at its inception in January
1998 as Executive Vice President and Chief Operating Officer. In
May 1998, he was named Airspans President and Chief
Executive Officer as well as a member of the Board of Directors.
From 1995 to January 1998, Mr. Stonestrom was employed by
DSC Communications Corporation as a Vice President of operating
divisions, including the Airspan product line. From 1984 until
1995, Mr. Stonestrom worked at Bell Laboratories and
AT&T in a variety of positions. He received B.S., M.S. and
M. Eng. degrees in 1982, 1983 and 1984, respectively, from the
College of Engineering at the University of California at
Berkeley.
Meetings
of the Board of Directors
The Board met seven times during 2007, including two special
meetings. Each Board member attended 75% or more of the
aggregate of the meetings of the Board and of the committees on
which he served, held during the period for which he was a
director or committee member.
Independence
of the Board of Directors
As required under the Nasdaq Stock
Market
(
Nasdaq
)
listing standards, a majority of the members of our Board of
Directors must qualify as independent, as
affirmatively determined by the Board. The Board consults with
our counsel to ensure that the Boards determinations are
consistent with relevant securities and other laws and
regulations regarding the definition of independent,
including those set forth in pertinent listing standards of the
Nasdaq, as in effect time to time.
Consistent with these considerations, after review of all
relevant transactions or relationships between each director, or
any of his or her family members, and Endwave, its senior
management and its independent auditors, the Board has
affirmatively determined that the following five directors are
independent directors within the meaning of the applicable
Nasdaq listing standards: Mr. Winn, Mr. Meyercord,
Mr. Lazzara, Mr. McGrath and Mr. Stonestrom. In
making this determination, the Board found that none of these
directors had a material or other disqualifying relationship
with Endwave. Mr. Keible, our President and Chief Executive
Officer, is not an independent director by virtue of his
employment with us.
As required under applicable Nasdaq listing standards, in 2007,
our independent directors met five times in regularly scheduled
executive sessions at which only independent directors were
present. Each executive session was led by Mr. Winn.
Persons interested in communicating with the independent
directors with their concerns or issues may address
correspondence to a particular director, or to the independent
directors generally, in care of Endwave Corporation at 130
Baytech Drive, San Jose, California 95134. If no particular
director is named, letters will be forwarded, depending on the
subject matter, to the Chairman of the Board or the Chairpersons
of the Audit, Compensation, or Nominating and Governance
Committees.
6
Information
Regarding the Board of Directors and Its Committees
The Board has three
committees:
an Audit Committee, a Compensation Committee and a
Nominating and Governance
Committee.
The following table provides membership and meeting
information for fiscal 2007 for each of the Board committees:
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Nominating and
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Name
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Audit
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Compensation
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Governance
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Edward A. Keible, Jr.
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Joseph Lazzara
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X
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X
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X
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John M. McGrath, Jr.
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Wade Meyercord
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*
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X
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Eric D. Stonestrom
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X
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X
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Edward C.V. Winn
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X
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X
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X
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Total meetings in fiscal 2007
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9
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2
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2
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Below is a description of each committee of the Board. Each of
the committees has authority to engage legal counsel or other
experts or consultants, as it deems appropriate, to carry out
its responsibilities. The Board has determined that each member
of each committee meets the applicable rules and regulations
regarding independence and that each member is free
of any relationship that would interfere with his or her
individual exercise of independent judgment with regard to us.
Audit
Committee
The Audit Committee of the Board of Directors was established by
the Board in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934 to oversee our corporate
accounting and financial reporting processes and audits of our
financial statements.
For this purpose, the Audit Committee performs
several functions.
The Audit Committee evaluates the performance of and
assesses the qualifications of the independent registered public
accounting firm; determines and approves the engagement of the
independent registered public accounting firm; determines
whether to retain or terminate the existing independent
registered public accounting firm or to appoint and engage a new
independent registered public accounting firm; reviews and
approves the retention of the independent registered public
accounting firm to perform any proposed permissible non-audit
services; monitors the rotation of partners of the independent
registered public accounting firm on our audit engagement team
as required by law; confers with management and the independent
registered public accounting firm regarding the effectiveness of
internal controls over financial reporting; establishes
procedures, as required under applicable law, for the receipt,
retention and treatment of complaints received by us regarding
accounting, internal accounting controls or auditing matters and
the confidential and anonymous submission by employees of
concerns regarding questionable accounting or auditing matters;
and meets to review our annual audited financial statements and
quarterly financial statements with management and the
independent registered public accounting firm, including
reviewing our disclosures under Managements
Discussion and Analysis of Financial Condition and Results of
Operations. The Audit Committee is composed of three
non-employee directors: Messrs. Lazzara, McGrath (Chairman)
and Winn. The Audit Committee has adopted a written charter that
is available to stockholders on our website at
www.endwave.com.
The Board of Directors annually reviews the Nasdaq listing
standards definition of independence for Audit Committee members
and has determined that all members of our Audit Committee are
independent (as independence is currently defined in
Rule 4350(d)(2)(A)(i) and (ii) of the
Nasdaq
listing
standards). The Board of Directors has also determined that each
of Mr. Winn and Mr. McGrath qualifies as an
audit committee financial expert, as defined in
applicable rules promulgated by the Securities and Exchange
Commission, or the SEC. The Board made a qualitative assessment
of each of Mr. Winns and Mr. McGraths
level of knowledge and experience based on a
7
number of factors, including their respective formal education
and experience as chief financial officers for public reporting
companies.
Compensation
Committee
The Compensation Committee of our Board of Directors reviews and
approves our overall compensation strategy and policies. The
Compensation Committee reviews and approves corporate
performance goals and objectives relevant to the compensation of
our executive officers and other senior management; reviews and
approves the compensation and other terms of employment of our
Chief Executive Officer; reviews and approves the compensation
and other terms of employment of our other officers; and
administers our stock option and purchase plans, pension and
profit sharing plans, stock bonus plans, deferred compensation
plans and other similar programs. The Compensation Committee is
composed of four non-employee directors: Messrs. Lazzara,
Meyercord (Chairman), Stonestrom and Winn. All current members
of our Compensation Committee are independent within the meaning
of Rule 4200(a)(15) of the NASDAQ listing
standards.
The
Compensation Committee has adopted a written charter that is
available to stockholders on our website at
www.endwave.com
The responsibilities of the Compensation Committee, as stated in
its charter, include the following:
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developing compensation policies that will attract and retain
the highest quality executives, that will clearly articulate the
relationship of corporate performance to executive compensation
and will reward executives for Endwaves progress;
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proposing to the Board of Directors the adoption, amendment and
termination of stock option plans, stock appreciation rights
plans, pension and profit sharing plan, stock bonus plans, stock
purchase plans, bonus plans, deferred compensation plans and
other similar plans;
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granting rights, participation and interests in such plans to
eligible participants, subject in certain cases to ratification
by the Board; and
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reviewing and approving such other compensation matters as may
be necessary or appropriate in view of the Compensation
Committees overall responsibility.
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Our Compensation Committee plays an integral role in setting
executive officer compensation each year. In the first quarter
of each year, our Compensation Committee holds a regular meeting
in which our Chief Executive Officer and Chief Financial Officer
review with the Compensation Committee Endwaves financial
and business performance for the previous year and
managements business outlook and operating plan for the
current year. In reviewing the prior years performance,
the Compensation Committee compares our performance to the
financial and operational goals set for such year and the bonus
targets. In this meeting, the Chief Executive Officer also
reviews with the Compensation Committee his assessment of the
individual performance of each executive officer, including his
own performance, according to a variety of qualitative
performance criteria and salary and bonus trends. In addition,
during the fourth quarter of each year, the Chairman of the
Compensation Committee discusses with the full Board, recent
data and current trends in equity ownership programs for
comparable companies. Taking into account the information
conveyed and discussed at these meetings and the recommendations
of our Chief Executive Officer, the Compensation Committee then
determines, subject in some cases to ratification by the full
Board of Directors:
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the amount of bonus to be awarded to each executive officer in
respect of the prior years performance;
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whether to raise, lower or maintain the executive officers
base salary for the current year;
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the bonus targets to be set for the executive officers for the
current year; and
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option grants, if any, to be awarded to each executive officer.
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8
The Compensation Committee also reviews with management our
Compensation Discussion and Analysis (CD&A) and
considers whether to recommend that it be included inproxy
statements and other
filings.
Nominating
and Governance Committee
The Nominating and Governance Committee of the Board of
Directors is responsible for identifying, reviewing and
evaluating candidates to serve as our directors consistent with
criteria approved by the Board; reviewing and evaluating
incumbent directors, recommending candidates for election to the
Board of Directors; making recommendations to the Board
regarding the membership of the committees of the Board; and
assessing the performance of management and our Board of
Directors. The Nominating and Governance Committee is composed
of four non-employee directors: Messrs. Lazzara (Chairman),
Meyercord, Stonestrom and Winn. All members of the Nominating
and Governance Committee are independent (as independence is
currently defined in Rule 4200(a)(15) of the Nasdaq listing
standards). The Nominating and Governance Committee has adopted
a written charter that is available to stockholders on our
website and www.endwave.com.
The Nominating and Governance Committee believes that candidates
for director should have certain minimum qualifications,
including being able to read and understand basic financial
statements and having the highest personal and professional
integrity and ethics. The Nominating and Governance Committee
will seriously consider only those candidates who have
demonstrated exceptional ability and judgment and who are
expected to be effective, in connection with the other nominees
to the Board, in providing the skills and expertise appropriate
for us and serving the long-term interests of our stockholders.
However, the Nominating and Governance Committee retains the
right to modify these qualifications from time to time.
Candidates for director nominees are reviewed in the context of
the current composition of the Board, our operating requirements
and the long-term interests of stockholders. In conducting this
assessment, the Nominating and Governance Committee considers
diversity, age, skills and such other factors as it deems
appropriate, given the current needs of Endwave and the Board,
to maintain a balance of knowledge, experience and capability.
In the case of incumbent directors whose terms of office are set
to expire, the Nominating and Governance Committee reviews such
directors overall service to Endwave during their term,
including the number of meetings attended, level of
participation, quality of performance, and any other
relationships and transactions that might impair such
directors independence. In the case of new director
candidates, the Nominating and Governance Committee also
determines whether the nominee must be independent for Nasdaq
purposes, which determination is based upon applicable Nasdaq
listing standards, applicable rules and regulations promulgated
by the SEC and the advice of counsel, if necessary. The
Nominating and Governance Committee then uses its network of
contacts to compile a list of potential candidates, but may also
engage, if it deems appropriate, a professional search firm. The
Nominating and Governance Committee conducts any appropriate and
necessary inquiries into the backgrounds and qualifications of
possible candidates after considering the function and needs of
the Board. The Nominating and Governance Committee meets to
discuss and consider such candidates qualifications and
then selects a nominee for recommendation to the Board by
majority vote. In fiscal 2007, the Nominating and Governance
Committee paid no fees to any outside entity or director to
assist in the process of identifying or evaluating director
candidates.
The Nominating and Governance Committee will consider any
qualified director candidates recommended by stockholders. The
Nominating and Governance Committee does not intend to alter the
manner in which it evaluates candidates, including the minimum
criteria set forth above, based on whether or not the candidate
was recommended by a stockholder. Stockholders who wish to
recommend individuals for consideration by the Nominating and
Governance Committee to become nominees for election to the
Board may do so by delivering a written recommendation to the
Nominating and Governance Committee at 130 Baytech Drive,
San Jose, California
95134
no sooner than
120
days and no
later than 90 days prior to the first anniversary of the
most recent Annual Meeting of Stockholders. Submissions must
include the full name of the proposed nominee, a description of
the proposed nominees business experience for at least the
previous five years, complete biographical information, a
description of the proposed nominees qualifications as a
director and a representation that the nominating stockholder is
a beneficial or record holder of our stock and has been a holder
for at least one year. Any such submission must be accompanied
by the written consent of the proposed nominee to be named as a
nominee and to serve as a director if elected.
9
Stockholder
Communications With The Board
The Board has adopted a formal process by which stockholders may
communicate with the Board or any of its directors. Stockholders
who wish to communicate with the Board may do so by sending
written communications addressed to the Corporate Secretary of
Endwave Corporation at 130 Baytech Drive, San Jose,
California 95134. These communications will be reviewed by one
or more employees of the Company designated by the Board, who
will determine whether they should be presented to the Board.
The purpose of this screening is to allow the Board to avoid
having to consider irrelevant or inappropriate communications
(such as advertisements, solicitations and hostile
communications). The screening procedures have been approved by
a majority of the independent Directors of the
Board
.
All
communications directed to the Audit Committee in accordance
with our Code of Business Conduct and Ethicsthat relate to
questionable accounting or auditing matters involving Endwave
will be promptly and directly forwarded to the Audit Committee
without screening.
Code Of
Business Conduct and Ethics
We have adopted the Endwave Corporation Code of Business Conduct
and Ethics that applies to all officers, directors and
employees. The Endwave Corporation Code of Business Conduct and
Ethics is available on our website at www.endwave.com. We will
post on our website any amendments to this code or any waivers
of this code that apply to directors or executive officers.
10
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
1
The Audit Committee has reviewed and discussed the audited
consolidated financial statements for the fiscal year ended
December 31, 2007
with our
management.
The
Audit Committee has discussed with the independent registered
public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1. AU section 380), as
adopted by the Public Company Accounting Oversight Board
(PCAOB) in
Rule 3200T.
The Audit Committee has also received the written
disclosures and the letter from the independent registered
public accounting firm required by the Independence Standards
Board Standard No. 1,
(Independence Discussions with
Audit Committees)
, as adopted by the PCAOB in
Rule 3600T, and has discussed with the independent
registered public accounting firm the independent registered
public accounting firms
independence.
Based on the foregoing, the Audit Committee has
recommended to the Board of Directors that the audited
consolidated financial statements be included in our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007.
Audit Committee
Mr. John M. McGrath (Chairperson)
Mr. Joseph Lazzara
Mr. Edward C. V. Winn
Proposal 2
Ratification
Of Selection Of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has selected Burr,
Pilger & Mayer LLP (BPM) as our
independent registered public accounting firm for the fiscal
year ending December 31, 2008 and has further directed that
management submit the selection of the independent registered
public accounting firm for ratification by the stockholders at
the annual meeting. BPM has audited our financial statements
since 2005. Representatives of BPM are expected to be present at
the annual meeting. They will have an opportunity to make a
statement if they so desire and will be available to respond to
appropriate questions.
Neither our bylaws nor other governing documents or law require
stockholder ratification of the selection of BPM as our
independent registered public accounting firm. However, the
Audit Committee of the Board is submitting the selection of BPM
to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the
selection, the Audit Committee of the Board will reconsider
whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee of the Board in its discretion may
direct the appointment of a different independent registered
public accounting firm at any time during the year if they
determine that such a change would be in the best interests of
Endwave and its stockholders.
The affirmative vote of the holders of a majority of the votes
present in person or represented by proxy and entitled to vote
at the annual meeting will be required to ratify the selection
of
BPM
.
Abstentions will be counted toward the tabulation of votes cast
on proposals presented to the stockholders and will have the
same effect as negative votes. Broker non-votes are counted
towards a quorum, but are not counted for any purpose in
determining whether this matter has been approved.
1
The
material in this report is not soliciting material,
is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference in any of
our filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general
incorporation language in any such filing.
11
Independent
Registered Accounting Firms Fees
The following table shows the fees paid or accrued by Endwave
for the audit and other services provided by BPM for fiscal 2006
and 2007 (in thousands):
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2006
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2007
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Audit Fees(1)
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$
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578
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$
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543
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Audit-Related Fees(2)
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0
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13
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Total
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$
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578
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$
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556
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(1)
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Audit fees represent fees for professional services provided in
connection with the audit of our annual consolidated financial
statements, review of our quarterly condensed consolidated
financial statements and services that are normally provided by
Burr, Pilger & Mayer LLP in connection with statutory
and regulatory filings or engagements.
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(2)
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Audit-related fees consist of assurance and related services
that are reasonably related to the performance of the audit or
review of our consolidated financial statements and are not
reported above under audit fees. The services provided for the
fees disclosed under this category include due diligence and
accounting consultations in connection with acquisitions.
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Independence
of Independent Registered Public Accounting Firm and
Pre-Approval Policy
Our Audit Committee has determined that the provision by BPM of
non-audit services is compatible with maintaining the
independence of BPM. The Audit Committee has adopted a policy
for the pre-approval of audit and non-audit services rendered by
our independent registered public accounting firm. The policy
generally pre-approves specified services in the defined
categories of audit services, audit-related services and tax
services for up to $5,000. Pre-approval may also be given as
part of the Audit Committees approval of the scope of the
engagement of the independent registered public accounting firm
or on an individual explicit
case-by-case
basis before the independent registered public accounting firm
is engaged to provide each service. The pre-approval of services
may be delegated to one or more of the Audit Committees
members, but the decision must be reported to the full Audit
Committee at its next scheduled meeting. During fiscal 2007, all
services provided by BPM were pre-approved by the Audit
Committee.
The
Board Of Directors Recommends
A Vote In Favor Of
Proposal 2
.
12
Security
Ownership Of
Certain Beneficial Owners And Management
The following table sets forth certain information regarding the
ownership of our common stock as of May 16, 2008 by:
(i) each of our named executive officers; (ii) each
director; (iii) our executive officers and directors as a
group; and (iv) all those known by us to be beneficial
owners of more than five percent of our common stock. Except as
otherwise indicated, the address of each of the persons set
forth below is
c/o Endwave
Corporation, 130 Baytech Drive, San Jose, California 95134.
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Shares Beneficially Owned(1)
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Common Stock
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Series B Preferred Stock
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Name and Address
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Number
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Percent(2)
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|
Number
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|
Percent(2)
|
|
Entities affiliated with Oak Management Corporation, XI, LLC(3)
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3,900,000
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29.73
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%
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390,000
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100.00
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%
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One Gorham Island
Westport, CT 06880
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Entities affiliated with Potomac Capital Management(4)
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1,552,486
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16.85
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825 Third Avenue
New York, NY 10022
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Entities affiliated with EagleRock Capital Management(5)
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1,281,362
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13.90
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|
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551 Fifth Avenue, 34th Floor
New York, NY 10176
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Pate Capital Partners, LP(6)
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800,000
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|
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|
8.68
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|
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555 Montgomery Street, Ste. 603
San Francisco, CA 94111
|
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Entities affiliated with Dimensional Fund Advisors LP(7)
|
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668,971
|
|
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7.26
|
|
|
|
|
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1299 Ocean Ave.
Santa Monica, CA 90401
|
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Edward A. Keible, Jr.(8)
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553,884
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5.74
|
|
|
|
|
|
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John J. Mikulsky(9)
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283,155
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3.00
|
|
|
|
|
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Brett W. Wallace(10)
|
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204,053
|
|
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|
2.17
|
|
|
|
|
|
|
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Daniel P. Teuthorn(11)
|
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113,436
|
|
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|
1.22
|
|
|
|
|
|
|
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Steven F. Layton(12)
|
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118,884
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|
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|
1.27
|
|
|
|
|
|
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David M. Hall(13)
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142,805
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|
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|
1.53
|
|
|
|
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Edward C.V. Winn(14)
|
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21,634
|
|
|
|
*
|
|
|
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Joseph J. Lazzara(15)
|
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31,189
|
|
|
|
*
|
|
|
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|
|
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John F. McGrath, Jr.(14)
|
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28,549
|
|
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|
*
|
|
|
|
|
|
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Wade Meyercord(14)
|
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30,489
|
|
|
|
*
|
|
|
|
|
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Eric Stonestrom(14)
|
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14,749
|
|
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*
|
|
|
|
|
|
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All directors and executive officers as a group
(11 persons)(16)
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1,542,827
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14.65
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*
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Less than one percent.
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(1)
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This table is based upon information supplied to us by our
officers, directors and principal stockholders and upon any
Schedules 13D or 13G filed and Section 16 filings made with
the Securities and Exchange. Unless otherwise indicated in the
footnotes to this table, and subject to community property laws
where applicable, we believe that each of the stockholders named
in this table has sole voting and investment power with respect
to the shares indicated as beneficially owned.
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(2)
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Applicable percentages are based on 9,216,208 shares
outstanding on May 16, 2008, adjusted as required by rules
promulgated by the Securities and Exchange Commission.
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13
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(3)
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300,000 shares of Series B Stock are held of record by
Oak Investment Partners XI, Limited Partnership, a Delaware
limited partnership (Oak Investment Partners XI,).
Oak Associates XI LLC, a Delaware limited liability company
(Oak Associates XI), is the general partner of Oak
Investment Partners XI and as such may be deemed to beneficially
own the shares held by Oak Investment XI. Oak Management
Corporation, a Delaware corporation (Oak
Management), is the investment advisor to Oak Investment
Partners XI and as such may be deemed to beneficially own the
shares held by Oak Investment XI. Bandel L. Carano, Gerald R.
Gallagher, Edward F. Glassmeyer, Fredric W. Harman, Ann H.
Lamont and David B. Walrod are general partners, managing
members, shareholders, directors and/or officers of Oak
Investment XI and as such may be deemed to beneficially own the
shares held by Oak Investment XI. The number of shares of
Series B Stock beneficially owned by Oak Investment XI
includes 90,000 shares of Series B Stock issuable
within 60 days of the date of this table upon exercise of a
warrant held by Oak Investment XI. The number of shares of
common stock beneficially owned by Oak Investment XI includes
3,900,000 shares of common issuable within 60 days of
the date of this table upon conversion of 390,000 shares of
Series B Stock beneficially owned by Oak Investment XI.
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(4)
|
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Potomac Capital Partners LP is a private investment partnership
formed under the laws of the State of Delaware. Potomac Capital
Management LLC is the General Partner of Potomac Capital
Partners LP. Mr. Paul J. Solit is the Managing Member
of Potomac Capital Management LLC. The total also includes
3,000 shares held by Mr. Solit, of which
Mr. Solit has sole voting and dispositive power.
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(5)
|
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The shares are held by EagleRock Master Fund, L.P.
(ERMF) and EagleRock Institutional Partners LP
(ERIP). EagleRock Capital Management, LLC
(EagleRock) is the investment manager of ERMF and
ERIP and has sole power to vote and dispose of the shares held
by ERMF and ERIP and may be deemed to beneficially own such
shares. Nader Tavakoli is the Manager of EagleRock and may
direct the voting and disposition of the shares held by ERMF and
ERIP and may be deemed to beneficially own such shares.
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(6)
|
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The shares are beneficially held by Pate Capital Partners, LP .
Bruce A. Pate, General Partner has the sole power to vote or
direct the vote of said shares. In addition, Mr. Bruce A.
Pate has the sole power to dispose or to direct the disposition
of said shares.
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(7)
|
|
Dimensional Fund Advisors LP (formerly, Dimensional
Fund Advisors, Inc.) (Dimensional), an
investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, furnishes investment advice to
four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain
other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the
Funds. In its role as investment advisor or manager,
Dimensional possesses investment and/or voting power over the
securities of the Issuer described in this schedule that are
owned by the Funds, and may be deemed to be the beneficial owner
of the shares of the Issuer held by the Funds. However, all
securities reported are owned by the Funds. Dimensional
disclaims beneficial ownership of such securities.
Mr. Christopher Crossan, Global Chief Compliance Officer,
is a General Partner of Dimensional Holdings Inc.
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(8)
|
|
Includes 426,313 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
275,689 shares would be subject to repurchase by us. Also
includes 127,571 shares held by the Keible Family Trust, of
which Mr. Keible is co-trustee.
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|
(9)
|
|
Includes 219,677 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
126,875 shares would be subject to repurchase by us. Also
includes 600 shares owned by Mr. Mikulskys
daughter.
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(10)
|
|
Includes 200,000 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
120,000 shares would be subject to repurchase by us. Also
includes 4,053 shares held by the Brett William
Wallace & Deborah Siri Wallace Family Trust.
|
|
(11)
|
|
Includes 92,501 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
55,001 shares would be subject to repurchase by us.
|
|
(12)
|
|
Includes 117,324 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
63,438 shares would be subject to repurchase by us.
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|
(13)
|
|
Includes 135,000 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
70,314 shares would be subject to repurchase by us.
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14
|
|
|
(14)
|
|
Represents shares issuable upon exercise of options exercisable
within 60 days of the date of this table.
|
|
(15)
|
|
Includes 30,189 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. Also
includes 1,000 shares held by the Joseph J. and Nancy B.
Lazzara Family Trust, of which Mr. Lazzara is co-trustee.
|
|
(16)
|
|
See footnotes 8 through 15 above, as applicable. Includes
1,316,425 shares issuable upon exercise of options
exercisable within 60 days of the date of this table. If
exercised in full within 60 days of the date of this table,
711,317 shares would be subject to a repurchase right by us.
|
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers, and
persons who own more than ten percent of a registered class of
our equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of our common
stock and other equity securities. Officers, directors and
greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a)
forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations
that no other reports were required, during the fiscal year
ended December 31, 2007, all Section 16(a) filing
requirements applicable to our officers, directors and greater
than ten percent beneficial owners were complied with, except
that one report, covering three transactions, was filed one day
late by Wood River Capital Management, L.L.C. and an initial
report of ownership has not been filed by Potomac Capital
Management LLC.
Compensation
Overview
Our primary objectives with respect to executive compensation
are to attract and retain the best possible executive talent, to
link annual cash compensation and long-term stock-based
compensation to achievement of measurable corporate goals and
individual performance, and to align executives incentives
with stockholder value creation. To achieve these objectives, we
have implemented and maintain compensation plans that tie a
substantial portion of executives overall compensation to
our financial performance and common stock price. Overall, the
total compensation opportunity is intended to create an
executive compensation program that is competitive with
comparably-sized companies, as it is these companies with whom
we compete most vigorously for executive and technical talent.
We refer to these companies in this compensation discussion and
analysis as comparable companies.
Role
of Compensation Committee and Chief Executive
Officer
Our Compensation Committee approves, administers and interprets
our executive compensation and benefit policies and plans. Our
Compensation Committee is appointed by our Board of Directors,
and consists entirely of directors who are outside
directors for purposes of Section 162(m) of the
Internal Revenue Code and non-employee directors for
purposes of
Rule 16b-3
under the Exchange Act. Our Compensation Committee comprises
Mr. Wade Meyercord, Mr. Joseph J. Lazzara,
Mr. Eric D. Stonestrom and Mr. Edward C.V. Winn. Our
Compensation Committee is chaired by Mr. Meyercord,
President of Meyercord and Associates, a consulting firm
specializing in executive compensation.
Our Compensation Committee has primary responsibility for
ensuring that our executive compensation and benefit program is
consistent with our compensation philosophy and corporate
governance guidelines and is responsible for determining the
executive compensation packages offered to our executive
officers. The responsibilities of the Compensation Committee, as
stated in its charter, include the following:
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|
|
|
|
Developing compensation policies that will attract and retain
the highest quality executives, will clearly articulate the
relationship of corporate performance to executive compensation
and will reward executives for Endwaves progress;
|
15
|
|
|
|
|
Proposing to the Board of Directors the adoption, amendment and
termination of stock option plans, stock appreciation rights
plans, pension and profit sharing plan, stock bonus plans, stock
purchase plans, bonus plans, deferred compensation plans and
other similar plans;
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|
Granting rights, participation and interests in such plans to
eligible participants, subject in certain cases to ratification
by the Board of Directors; and
|
|
|
|
Reviewing and approving such other compensation matters as may
be necessary or appropriate in view of the Compensation
Committees overall responsibility.
|
Our Compensation Committee plays an integral role in setting
executive officer compensation each year. During the fourth
quarter of each year, the Chairman of the Compensation Committee
discusses with the full Board recent data and current trends in
equity ownership programs for comparable companies. In the first
quarter of the following year, our Compensation Committee holds
a regular meeting in which our Chief Executive Officer and Chief
Financial Officer review with the Compensation Committee
Endwaves financial and business performance for the prior
year and managements business outlook and operating plan
for the current year. In reviewing the prior years
performance, the Compensation Committee compares our performance
to the financial and operational goals set for such year and the
bonus targets set for such year. In this meeting, the Chief
Executive Officer also reviews with the Compensation Committee
his assessment of the individual performance of each executive
officer, including his own performance, according to a variety
of qualitative performance criteria and salary and bonus trends.
Taking into account the information conveyed and discussed at
these meetings and the recommendations of our Chief Executive
Officer, the Compensation Committee then determines, subject in
some cases to ratification by the full Board of Directors:
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|
|
The amount of bonus to be awarded to each executive officer in
respect of the prior years performance;
|
|
|
|
Whether to raise, lower or maintain the executive officers
base salary for the current year;
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|
The bonus targets to be set for the executive officers for the
current year; and
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Option grants, if any, to be awarded to each executive officer.
|
Each element of our executive compensation system is described
in more detail below.
Comparable
Company Comparisons
Each year, the Compensation Committee reviews the executive
compensation programs and amounts at comparable companies.
Endwaves total cash compensation packages, based on
achievement of target bonuses at the 100% level, are designed to
be at the median of total target cash compensation among
comparable companies for median performance by comparable
executives. Our equity compensation program is designed to
provide a percentage ownership of Endwave that is comparable to
the median percentage ownership among these comparable
companies. However, the individual elements of our executive
program (base salary, annual incentive compensation, equity
compensation and benefits) may vary from group medians as the
Compensation Committee or the Board of Directors deems
appropriate.
Since our initial public offering in 2000, the Compensation
Committee has studied comparable companies to calibrate
executive compensation. For this purpose, for 2007, the
Compensation Committee looked at companies with more than
$50 million but less than $200 million in annual
revenues as described in the quarterly executive salary survey
published by Radford Surveys + Consulting, a unit of Aon
Consulting (Radford). We believe this survey is
appropriate for benchmarking executive compensation because: the
companies surveyed are similar in size, both in terms of
revenues and market capitalization, to Endwave; Endwave competes
with many of the surveyed companies for executive and technical
talent; and companies in the indices are selected independently
by Radford. We do not benchmark our executive compensation
solely against companies in our industry because few of our
competitors are close to our size. Most of our competitors are
very large, diversified companies or very small, privately-held
companies. Rather, we focus on the companies with whom we
compete most vigorously for executive and technical talent.
16
Elements
of Executive Compensation
Our executive compensation consists of base salary, annual cash
incentive, equity plan participation and customary broad-based
employee benefits. Consistent with our pay for performance
philosophy, the Compensation Committee believes that we can
better motivate executive officers to enhance stockholder return
if a relatively large portion of their compensation is at
risk that is, contingent upon the achievement
of performance objectives and overall strong company
performance. The mix of base salary, annual cash bonus
opportunity based on achievement of objectives and anticipated
long-term stock-based compensation incentive (in the form of
appreciation in shares underlying stock options) varies
depending on the officers position level, but is always
heavily weighted toward annual bonus and long-term stock-based
compensation, as we believe that best aligns our executive
officers interests with that of our stockholders. The
Compensation Committee believes that the compensation of
executives who set the overall strategy for the business and
have the greatest ability to execute that strategy should be
largely performance-based. Consequently, at least 50% of the
target cash compensation of our Chief Executive Officer, 37.5%
of the target cash compensation of our Executive Vice Presidents
and 25% of the target cash compensation of our Senior Vice
Presidents is based on overall company performance. These
percentages are derived from industry data provided by Radford.
Base Salary:
Base salaries for our executives
are established based on the scope of their responsibilities,
taking into account market compensation paid by comparable
companies for equivalent positions. Base salaries are reviewed
on an annual basis and any increases are similar in scope to our
overall corporate salary increase. For comparison purposes, we
have utilized compensation survey data from Radford. Our
philosophy is to target executive base salaries near the median
range of salaries for executives in equivalent positions at
comparable companies. We believe targeting executive salaries at
the median relative to comparable companies reflects our best
efforts to ensure we are neither overpaying nor underpaying our
executives.
Annual Cash Incentive:
Our executive cash
incentive compensation plan provides for a cash bonus award,
payable once per year, that is dependent, in part, upon
attaining stated corporate objectives for the prior fiscal year.
The goal of our executive cash incentive compensation plan is to
reward executives in a manner that is commensurate with the
level of achievement of certain financial and strategic goals
that we believe, if attained, result in greater long-term
shareholder value. The Compensation Committee approves these
financial and strategic goals on an annual basis. These
financial and strategic goals typically have a one-year time
horizon. During 2007, the relevant performance goals were based
on revenues, gross margin percentage, profit margin and asset
utilization and these will continue to be the relevant
performance metrics in 2008. The Compensation Committee and
management use these factors because they are easy to measure
and compare to comparable companies and because they are
reflective of success and growth in our business and the
creation of long-term stockholder value.
For each performance factor, the Compensation Committee assigns
four different percentage payout levels (in 2007, 0%, 10%, 25%
or 35%), depending on Endwaves financial performance.
Therefore, the performance factor multiplier can range from 0%
if Endwave does not attain any of its performance goals to 140%
if Endwave achieves its highest targets on all four performance
goals. This performance multiplier is then multiplied by the
executive officers target (100% of base salary for our
Chief Executive Officer, 75% of base salary for our Executive
Vice Presidents and 50% for Senior Vice Presidents), deriving
the maximum bonus awards achievable of 140% of base salary for
our Chief Executive Officer, 105% of base salary for our
Executive Vice Presidents and 70% of base salary for Senior Vice
Presidents. An officers bonus may be increased or
decreased in the discretion of the Compensation Committee, to
take into account any factors the Compensation Committee deems
relevant, such as superior or sub-par performance by a
particular executive officer or to take into account particular
factors affecting Endwaves business for the year that
distorted the Companys financial performance.
As discussed above, each executive officers annual cash
incentive payment is dependent on the degree of achievement with
regard to each performance goal and is subject to discretionary
adjustment by the Compensation Committee. These performance
goals are established so that target attainment is not assured
and the attainment of payment for performance requires
significant effort on the part of our executives. Our
Compensation Committee establishes relevant performance metrics
under the Executive Incentive Plan that it believes range from
realistic to very difficult in terms of managements
ability to achieve the corresponding payout levels. Typically,
the relevant performance metrics for the current year are based
on significant improvement in performance over the prior
years
17
actual results. Based on Endwaves financial performance
and an analysis of each executive officers contributions
in 2007, the Compensation Committee determined to pay no bonuses
to our Chief Executive Officer, Executive Vice Presidents and
Senior Vice Presidents.
Stock Options:
We believe that stock ownership
is an important factor in aligning corporate and individual
goals. Therefore, we utilize stock options to encourage
long-term performance, with excellent corporate performance (as
manifested in our common stock price) and extended officer
tenure producing potentially significant value. Upon joining
Endwave, executive officers receive an initial stock option
grant. This grant is based on relevant industry comparisons
including data from Radford and is intended to be commensurate
with the experience level and scope of responsibilities of the
incoming executive officer. In addition, all executive officers
receive annual option grants. On an annual basis, the
Compensation Committee reviews with the Board the percentage
ownership of Endwave held by employees and compares that to the
employee ownership of comparable companies. The Compensation
Committee uses this metric because it is easy to measure and
compare to comparable companies. Based on its review, the
Compensation Committee approves an annual grant. For 2007, the
aggregate annual grant to all employees was approximately 3% of
fully-diluted shares.
All option grants are approved by the Compensation Committee at
Endwaves regularly quarterly Board of Directors meeting.
The options are approved so that the grant date is three days
after the release of our financial results for the preceding
quarter. The exercise price for option awards is determined as
the closing price on the day prior to grant. As permitted under
U.S. generally accepted accounting principles, Endwave has
historically determined fair market value under its stock option
plans based upon the closing market price as reported by the
NASDAQ Global Market for the day preceding the date of grant.
During 2007, the Compensation Committee decided to exchange
certain fully-vested out-of-the-money options for new options
with a four-year vesting period and an exercise price based on
the prevailing per share price of our common stock. All Endwave
employees including executive officers and non-executive
directors were offered the opportunity to exchange options with
exercise prices at or above $21.47 per share for these
newly-issued options. The Compensation Committee took this
action with the intent of aligning our employees interests
with our stockholders interests and to foster employee
retention. Many of our employees held stock options with
exercise prices that significantly exceeded the prevailing
market price of our common stock. The Compensation Committee
believed one of the reasons the exercise price of these stock
options significantly exceeded our current stock price is that
these stock options were issued when the undisclosed
accumulation of shares by Wood River Capital Management, L.L.C.
and certain of its affiliates resulted in a significant increase
in our stock price. Believing that these options no longer
provided the long-term incentive and retention objectives that
they were intended to provide, the exchange offer addressed this
situation by providing employees with an opportunity to exchange
eligible option grants for new option grants with new four year
vesting periods. This exchange offer was completed on
February 6, 2008.
Other Benefits:
Executive officers are
eligible to participate in all of our employee benefit plans,
such as medical, dental, group life, disability, and accidental
death and dismemberment insurance, our 401(k) plan and our
Employee Stock Purchase Plan (ESPP). During 2007, we
made group life insurance payments as reflected in the Summary
Compensation Table below. We do not maintain any pension plan,
retirement benefit or deferred compensation arrangements other
than our 401(k) plan. Endwave currently has a program applicable
to all of its 401(k) plan participants under which it matches
50% of employee contributions up to a maximum of 4% of
base salary.
Chief
Executive Officer Compensation
In general, the factors utilized in determining
Mr. Keibles compensation were similar to those
applied to the other executive officers in the manner described
in the preceding paragraphs. A significant percentage of his
potential compensation was, and continues to be, subject to
consistent, positive, long-term company performance. Based on a
review of the above mix of factors, for 2007, the Compensation
Committee granted to Mr. Keible compensation as detailed in
the Summary Compensation Table below. Based on these figures,
over 70% of Mr. Keibles total compensation (measured
according to the Summary Compensation Table and reflecting the
18
Estimated Possible Target Payout as discussed in the Grants of
Plan-Based Awards Table) was based on variable components such
as performance-based cash bonus and stock options.
Employment,
Severance and Change in Control Agreements
We believe that the retention of our executive officers is
critical to our business. Given the competitive nature of the
technology industry, the demand for experienced executives is
high. Moreover, the level of involuntary terminations of
executives in the technology industry is high. In order to
encourage our key employees to remain with Endwave, our board of
directors has established and maintains our Executive Officer
Severance and Retention Plan. Our Chief Executive Officer,
Executive Vice Presidents and Senior Vice Presidents participate
in the Executive Officer and Retention Plan.
Executive Officer Severance and Retention Plan Assuming No
Change of Control:
Under the Executive Officer
Severance and Retention Plan, if a participating executive
officer is terminated without cause, or resigns for certain
specified reasons constituting constructive termination, the
executive officer will receive (i) salary and benefits
continuation based on the executive officers position and
length of service with us and (ii) acceleration of vesting
on the unvested portion of some of the executive officers
stock options, based on the officers position and length
of service with us. In the case of the Chief Executive Officer,
the salary and benefits continuation period will be equal to the
greater of two months for every year of service to us, or a
total of 12 months, if the termination of employment does
not occur in connection with, or within six months after, a
change in control transaction. In the case of an Executive Vice
President, the salary and benefits continuation will be equal to
the greater of 1.5 months for every year of service to us,
or a total of nine months, if the termination of employment does
not occur in connection with, or within six months after, a
change in control transaction. The Executive Officer Severance
and Retention Plan does not provide for any benefits for Senior
Vice Presidents in the absence of a change of control.
Potential
2007 Severance and Retention Benefits Assuming No Change of
Control
The following table shows the potential payout to our Chief
Executive Officer and Executive Vice Presidents assuming
termination does not occur in connection with, or within six
months after, a change of control. The analysis assumes the
employees were terminated without cause on December 31,
2007:
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|
|
|
|
|
|
|
|
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|
|
COBRA
|
|
|
Option
|
|
|
Total
|
|
Name
|
|
Salary(1)
|
|
|
Benefits(2)
|
|
|
Awards(3)
|
|
|
Benefit
|
|
|
Edward A. Keible, Jr.
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|
$
|
810,333
|
|
|
$
|
26,809
|
|
|
$
|
0
|
|
|
$
|
837,142
|
|
John J. Mikulsky
|
|
$
|
368,500
|
|
|
$
|
24,392
|
|
|
$
|
0
|
|
|
$
|
392,892
|
|
Brett W. Wallace
|
|
$
|
177,000
|
|
|
$
|
12,486
|
|
|
$
|
0
|
|
|
$
|
189,486
|
|
|
|
|
(1)
|
|
Reflects 2 months salary for each full year of employment
for Mr. Keible (26 months total), 1.5 months
salary for each full year of employment for Mr. Mikulsky
(16.5 months total) and 9 months salary for
Mr. Wallace.
|
|
(2)
|
|
Reflects 2 months coverage for each full year of employment
for Mr. Keible (26 months total), 1.5 months
coverage for each full year of employment for Mr. Mikulsky
(16.5 months total) and 9 months coverage for
Mr. Wallace.
|
|
(3)
|
|
Reflects value of options accelerated in the event of
termination without cause without a change of control. Since the
closing price of Endwaves common stock on
December 31, 2007, was greater than the exercise price of
the options that would have been accelerated under the Severance
and Retention Plan, the value of shares as to which vesting
would have been accelerated is assumed to be zero.
|
Executive Officer Severance and Retention Plan Assuming
Change of Control:
Under the Executive Officer
Severance and Retention Plan, if an executive officer is
terminated without cause, or resigns for certain specified
reasons constituting constructive termination, the executive
officer will receive (i) salary and benefits continuation
based on the executive officers position and length of
service with us and (ii) acceleration of vesting on the
unvested portion of some of the executive officers stock
options, based on the officers position and length of
service with us. The Compensation Committee believes that it is
in the best interests of stockholders if our executive officers
are able to focus on our business during both strong and weak
business cycles without being distracted by the near-term
19
financial impact that a potential termination of employment
might have on them personally. Under the circumstances set forth
above, subject to certain exceptions, an executive officer will
vest as if the executive officer had remained employed by
Endwave for twice the salary continuation period described
above. Upon the closing of a change in control transaction, each
executive officer will receive this same amount of acceleration
of vesting even if his or her employment is not terminated.
However, if an executive officers employment is terminated
by us without cause or by the executive officer for certain
specified reasons in connection with, or within six months
after, the change in control transaction, the executive officer
will receive salary continuation for twice the period that would
have applied had such termination not occurred in connection
with a change in control, and additional accelerated vesting in
the same amount as provided when termination does not occur in
connection with a change in control transaction. The
Compensation Committee believes it is in the best interests of
stockholders if our executive officers are able to evaluate the
potential merits of a change-of-control transaction objectively
without being distracted by the potentially adverse personal
impact on themselves. The Compensation Committee believes that
the total potential value of all change of control agreements
with our executive officers is not disproportionate to the
overall market value of Endwave.
Potential
2007 Severance and Retention Benefits Assuming a Change of
Control
The following table shows the potential payout to named
executive officers under our Executive Officer Severance and
Retention Plan assuming termination occurs in connection with,
or within six months after, a change of control. The analysis
assumes the employees were terminated without cause on
December 31, 2007:
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|
|
|
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|
|
COBRA
|
|
|
Option
|
|
|
Total
|
|
Name
|
|
Salary(1)
|
|
|
Benefits(2)
|
|
|
Awards(3)
|
|
|
Benefit
|
|
|
Edward A. Keible, Jr.
|
|
$
|
1,620,667
|
|
|
$
|
26,809
|
|
|
$
|
0
|
|
|
$
|
1,647,476
|
|
John J. Mikulsky
|
|
$
|
737,000
|
|
|
$
|
24,392
|
|
|
$
|
0
|
|
|
$
|
761,392
|
|
Brett W. Wallace
|
|
$
|
354,000
|
|
|
$
|
12,486
|
|
|
$
|
0
|
|
|
$
|
366,486
|
|
David M. Hall
|
|
$
|
88,077
|
|
|
$
|
4,373
|
|
|
$
|
0
|
|
|
$
|
92,450
|
|
Steven F. Layton
|
|
$
|
125,538
|
|
|
$
|
11,826
|
|
|
$
|
0
|
|
|
$
|
137,364
|
|
Daniel P. Teuthorn
|
|
$
|
134,154
|
|
|
$
|
9,340
|
|
|
$
|
0
|
|
|
$
|
143,494
|
|
|
|
|
(1)
|
|
Reflects 4 months salary for each full year of employment
for Mr. Keible (52 months total), 3.0 months
salary for each full year of employment for Mr. Mikulsky
(33 months total), 18 months salary for
Mr. Wallace, 20 weeks salary for Mr. Hall, and
32 weeks salary for Messrs. Layton and Teuthorn.
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(2)
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Reflects 2 months coverage for each full year of employment
for Mr. Keible (26 months total), 1.5 months
coverage for each full year of employment for Mr. Mikulsky
(16.5 months total), 9 months coverage for
Mr. Wallace, 20 weeks for Mr. Hall, and
32 weeks for Messrs. Layton and Teuthorn.
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(3)
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Reflects value of options accelerated in the event of
termination without cause in connection with a change of
control. Since the closing price of Endwaves common stock
on December 31, 2007, was greater than the exercise price
of the options that would have been accelerated under the
Severance and Retention Plan, the value of shares as to which
vesting would have been accelerated is assumed to be zero.
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20
Named
Executive Officer Compensation
The following table provides information regarding all plan and
non-plan compensation awarded to, earned by or paid to our chief
executive officer, our chief financial officer, each of our
other executive officers serving as such at the end of 2007 for
all services rendered in all capacities to us during 2006 and
2007. We refer to these executive officers as our named
executive officers.
Summary
Compensation Table
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|
Non-Equity
|
|
|
|
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|
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|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
Total
|
Name and Principal Position
|
|
Year(1)
|
|
Salary(2)
|
|
Bonus(3)
|
|
Awards(4)
|
|
Compensation(5)
|
|
Compensation(6)
|
|
Compensation(7)
|
|
Edward A. Keible, Jr.
|
|
|
2007
|
|
|
$
|
371,923
|
|
|
$
|
1,741
|
|
|
$
|
570,948
|
|
|
$
|
0
|
|
|
$
|
11,827
|
|
|
$
|
956,439
|
|
President and Chief Executive Officer
|
|
|
2006
|
|
|
$
|
325,631
|
|
|
|
|
|
|
$
|
431,546
|
|
|
$
|
178,000
|
|
|
$
|
10,089
|
|
|
$
|
945,266
|
|
John J. Mikulsky
|
|
|
2007
|
|
|
$
|
266,154
|
|
|
|
|
|
|
$
|
234,746
|
|
|
$
|
0
|
|
|
$
|
5,773
|
|
|
$
|
506,673
|
|
Chief Operating Officer and Executive Vice President
|
|
|
2006
|
|
|
$
|
250,846
|
|
|
|
|
|
|
$
|
190,347
|
|
|
$
|
94,500
|
|
|
$
|
7,267
|
|
|
$
|
542,960
|
|
Brett W. Wallace(8)
|
|
|
2007
|
|
|
$
|
233,000
|
|
|
|
|
|
|
$
|
351,127
|
|
|
$
|
0
|
|
|
$
|
2,785
|
|
|
$
|
586,912
|
|
Chief Financial Officer, Executive Vice President and Corporate
Secretary
|
|
|
2006
|
|
|
$
|
170,038
|
|
|
|
|
|
|
$
|
349,168
|
|
|
$
|
65,625
|
|
|
$
|
315
|
|
|
$
|
585,146
|
|
David M. Hall
|
|
|
2007
|
|
|
$
|
227,961
|
|
|
|
|
|
|
$
|
272,262
|
|
|
$
|
0
|
|
|
$
|
4,971
|
|
|
$
|
505,194
|
|
Senior Vice President General Manager, Defense and Security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven F. Layton
|
|
|
2007
|
|
|
$
|
201,808
|
|
|
|
|
|
|
$
|
119,767
|
|
|
$
|
0
|
|
|
$
|
55,903
|
|
|
$
|
377,478
|
|
Senior Vice President General Manager, Telecom
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel F. Teuthorn
|
|
|
2007
|
|
|
$
|
216,039
|
|
|
|
|
|
|
$
|
119,715
|
|
|
$
|
0
|
|
|
$
|
57,172
|
|
|
$
|
392,926
|
|
Senior Vice President General Manager, Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Messrs. Hall, Layton and Teuthorn were promoted to
executive officer positions in February 2007; therefore, data
for 2006 is not reported.
|
|
(2)
|
|
The amounts in this column include any salary contributed by the
named executive officer to our 401(k) plan.
|
|
(3)
|
|
Reflects cash bonus paid to Mr. Keible for the award of a
patent. Any bonus amounts paid under our non-equity incentive
plan are included in the Non-Equity Incentive Plan
Compensation column.
|
|
(4)
|
|
The amounts included in the Option Awards column
represent the compensation cost recognized by Endwave related to
stock option awards to named executive officers, computed in
accordance with SFAS No. 123(R). For purposes of this
table, the value excludes the impact of estimated forfeitures.
For a discussion of other valuation assumptions, see Note 8
to our consolidated financial statements included elsewhere in
this report.
|
|
(5)
|
|
The amounts in this column represent total performance-based
bonuses earned for services rendered.
|
|
(6)
|
|
All Other Compensation represents group life insurance payments,
401(k) employer matching contributions and educational
reimbursement payments made by Endwave.
|
|
(7)
|
|
The dollar value in this column for each named executive officer
represents the sum of all compensation reflected in the
preceding columns.
|
|
(8)
|
|
Mr. Wallace joined Endwave on March 1, 2006, as
Executive Vice President. He was promoted to Chief Financial
Officer on April 25, 2006. Mr. Wallaces annual
salary for 2006 was $210,000.
|
21
The following table provides information with regard to
potential cash bonuses paid or payable in 2007 under our
performance-based, non-equity incentive plan, and with regard to
each stock option granted to each named executive officer during
2007. Other than the options awards, there were no other stock
awards granted during 2007.
Grants of
Plan-Based Awards in Fiscal 2007(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option
|
|
|
Exercise
|
|
|
Closing Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: Number
|
|
|
or Base
|
|
|
Price of
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Possible Payouts under
|
|
|
of Securities
|
|
|
Price of
|
|
|
Securities
|
|
|
Fair Value of
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Underlying
|
|
|
Option
|
|
|
Underlying
|
|
|
Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
|
Option Awards
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($/Sh)(1)
|
|
|
($)(2)
|
|
|
Edward A. Keible, Jr.
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
374,000
|
|
|
$
|
523,600
|
|
|
|
101,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
707,542
|
|
John J. Mikulsky
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
201,000
|
|
|
$
|
281,400
|
|
|
|
40,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
280,214
|
|
Brett W. Wallace
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
177,000
|
|
|
$
|
247,800
|
|
|
|
40,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
280,214
|
|
David M. Hall
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
114,500
|
|
|
$
|
160,300
|
|
|
|
20,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
140,107
|
|
Steven F. Layton
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
102,000
|
|
|
$
|
142,800
|
|
|
|
20,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
140,107
|
|
Daniel P. Teuthorn
|
|
|
2/12/07
|
|
|
$
|
0
|
|
|
$
|
109,000
|
|
|
$
|
152,600
|
|
|
|
20,000
|
|
|
$
|
13.23
|
|
|
$
|
13.02
|
|
|
$
|
140,107
|
|
|
|
|
(1)
|
|
The exercise price for option awards is determined as the
closing price on the day prior to grant. Therefore, the grant
date closing price of the security underlying the option can
differ materially, positively or negatively, from the exercise
price of the option award.
|
|
(2)
|
|
Each option vests as to 1/8 of the shares of common stock
underlying it on the six month anniversary of the grant date,
with the remaining seven-eighths of the grant vesting in equal
quarterly installments over the remaining four-year vesting
period. For a discussion of other valuation assumptions, see
Note 8 to our consolidated financial statements.
|
22
The following table provides information regarding each
unexercised stock option held by each of our named executive
officers as of December 31, 2007. Other than stock options
as noted, there were no other stock awards outstanding at
December 31, 2007.
Outstanding
Equity Awards at December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities Underlying Unexercised Options(1)(2)
|
|
|
Option
|
|
|
Option
|
|
Name and Principal Position
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Exercise Price
|
|
|
Expiration Date
|
|
|
Edward A. Keible, Jr.
|
|
|
75,000
|
|
|
|
0
|
|
|
$
|
9.77
|
|
|
|
2/6/2016
|
|
|
|
|
37,500
|
|
|
|
0
|
|
|
$
|
10.20
|
|
|
|
8/2/2014
|
|
|
|
|
42,500
|
|
|
|
0
|
|
|
$
|
10.22
|
|
|
|
2/2/2014
|
|
|
|
|
32,813
|
(3)
|
|
|
0
|
|
|
$
|
21.47
|
|
|
|
2/3/2015
|
|
|
|
|
37,500
|
(3)
|
|
|
0
|
|
|
$
|
34.89
|
|
|
|
7/31/2015
|
|
|
|
|
100,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
|
|
|
1,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
John J. Mikulsky
|
|
|
5,860
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
13,894
|
|
|
|
0
|
|
|
$
|
1.93
|
|
|
|
6/5/2013
|
|
|
|
|
30,000
|
|
|
|
0
|
|
|
$
|
9.77
|
|
|
|
2/6/2016
|
|
|
|
|
15,000
|
|
|
|
0
|
|
|
$
|
10.20
|
|
|
|
8/2/2014
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
10.22
|
|
|
|
2/2/2014
|
|
|
|
|
4,923
|
|
|
|
0
|
|
|
$
|
11.75
|
|
|
|
1/5/2011
|
|
|
|
|
15,000
|
(3)
|
|
|
0
|
|
|
$
|
21.47
|
|
|
|
2/3/2015
|
|
|
|
|
30,000
|
(3)
|
|
|
0
|
|
|
$
|
34.89
|
|
|
|
7/31/2015
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
Brett W. Wallace
|
|
|
120,000
|
|
|
|
0
|
|
|
$
|
9.32
|
|
|
|
2/29/2016
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
David M. Hall
|
|
|
80,000
|
|
|
|
0
|
|
|
$
|
12.90
|
|
|
|
10/19/2015
|
|
|
|
|
15,000
|
|
|
|
0
|
|
|
$
|
9.77
|
|
|
|
2/6/2016
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
Steven F. Layton
|
|
|
1,351
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
11,723
|
|
|
|
0
|
|
|
$
|
1.93
|
|
|
|
6/5/2013
|
|
|
|
|
15,000
|
|
|
|
0
|
|
|
$
|
9.77
|
|
|
|
2/6/2016
|
|
|
|
|
15,000
|
(3)
|
|
|
0
|
|
|
$
|
34.89
|
|
|
|
7/31/2015
|
|
|
|
|
8,750
|
|
|
|
0
|
|
|
$
|
10.20
|
|
|
|
8/2/2014
|
|
|
|
|
18,000
|
|
|
|
0
|
|
|
$
|
10.22
|
|
|
|
2/2/2014
|
|
|
|
|
7,500
|
(3)
|
|
|
0
|
|
|
$
|
21.47
|
|
|
|
2/3/2015
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
Daniel P. Teuthorn
|
|
|
938
|
|
|
|
0
|
|
|
$
|
1.17
|
|
|
|
1/30/2013
|
|
|
|
|
15,000
|
|
|
|
0
|
|
|
$
|
9.77
|
|
|
|
2/6/2016
|
|
|
|
|
7,500
|
|
|
|
0
|
|
|
$
|
10.20
|
|
|
|
8/2/2014
|
|
|
|
|
15,000
|
|
|
|
0
|
|
|
$
|
10.22
|
|
|
|
2/2/2014
|
|
|
|
|
6,563
|
(3)
|
|
|
0
|
|
|
$
|
21.47
|
|
|
|
2/3/2015
|
|
|
|
|
7,500
|
(3)
|
|
|
0
|
|
|
$
|
34.89
|
|
|
|
7/31/2015
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
$
|
13.23
|
|
|
|
2/11/2017
|
|
|
|
|
(1)
|
|
Each option vests as to 1/8 of the shares of common stock
underlying it on the six month anniversary of the grant date,
with the remaining seven-eighths of the grant vesting in equal
quarterly installments over the remaining four-year vesting
period. Each option expires ten years after the date of grant
or, if earlier, three months after termination of employment in
most cases.
|
|
(2)
|
|
All options described in the above table are reflected as
exercisable because all options granted to our executive
officers have an early exercise feature that allows
optionees to exercise unvested options, subject to our right to
repurchase the unvested shares at cost upon the optionees
termination of employment. Options unvested as
|
23
|
|
|
|
|
of December 31, 2007 are as follows: Keible, 137,877;
Mikulsky, 55,626; Wallace, 100,000; Hall, 64,689; Layton,
28,064; and Teuthorn, 28,064.
|
|
(3)
|
|
This option was replaced in our 2008 option exchange program for
an option exercisable for the same number of shares but with an
exercise price per share of $6.59. As required by such programs,
the new option vests over four years beginning in February 2008.
|
2007
Option Exercises
There were no stock options exercised by our named executive
officers during 2007.
Compensation
of Non-Employee Directors
The following table provides information regarding compensation
paid to our non-employee directors who served on our board as of
December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid
|
|
|
Option
|
|
|
Total
|
|
Name
|
|
in Cash
|
|
|
Awards(1)
|
|
|
Compensation
|
|
|
Edward C.V. Winn, Chairman
|
|
$
|
44,000
|
|
|
$
|
47,092
|
|
|
$
|
91,092
|
|
Joseph J. Lazzara
|
|
$
|
34,000
|
|
|
$
|
56,531
|
|
|
$
|
90,531
|
|
John F. McGrath
|
|
$
|
41,000
|
|
|
$
|
78,704
|
|
|
$
|
119,704
|
|
Wade Meyercord
|
|
$
|
33,000
|
|
|
$
|
56,155
|
|
|
$
|
89,155
|
|
Eric D. Stonestrom
|
|
$
|
28,000
|
|
|
$
|
71,790
|
|
|
$
|
99,790
|
|
|
|
|
(1)
|
|
The amounts included in the Option Awards column
represent the compensation cost recognized by Endwave in 2007
related to stock option awards to each member of our Board of
Directors, computed in accordance with
SFAS No. 123(R). For purposes of this table, the value
excludes the impact of estimated forfeitures. For a discussion
of other valuation assumptions, see Note 8 to our
consolidated financial statements.
|
At its January 2008 meeting, the Compensation Committee
completed its annual review of cash and equity compensation of
the board. The Compensation Committee reviewed the cash and
equity board compensation paid by a set of 18 technology
companies with revenues and market capitalization similar to
those of Endwave. The Compensation Committee recommended to the
full Board of Directors cash compensation as shown below, and
the Board of Directors approved. The levels of cash compensation
were reviewed based on projected current median pay levels of
the peer group. Fees for individual board meetings were
terminated and annual retainer fees were increased by the same
amount resulting in no change to overall cash compensation.
Equity compensation levels were also reviewed and compared with
the peer group and annual grants were increased from an option
to purchase 6,000 shares to an option to purchase
10,000 shares. The non-employee directors of Endwave will
receive for fiscal year 2008 and thereafter, until changed by
the Board of Directors, fees for service on the our Board of
Directors as listed in the table below. The members of the Board
of Directors are also eligible for reimbursement for travel
expenses incurred in connection with attendance at Board of
Directors and committee meetings in accordance with Endwave
company policy.
24
Board
Membership Fees Payable to Non-Employee Directors
|
|
|
|
|
Non-Employee Director Annual Retainer
|
|
$
|
25,000
|
|
Board Chair Annual Retainer
|
|
$
|
10,000
|
|
Audit Committee Chair Annual Retainer
|
|
$
|
16,000
|
|
Audit Committee Member Annual Retainer
|
|
$
|
6,000
|
|
Compensation Committee Chair Annual Retainer
|
|
$
|
8,000
|
|
Compensation Committee Member Annual Retainer
|
|
$
|
3,000
|
|
Nominating and Governance Committee Chair Annual Retainer
|
|
$
|
3,000
|
|
Nominating and Governance Committee Member Annual Retainer
|
|
$
|
0
|
|
Board Meeting Fee (in person)
|
|
$
|
0
|
|
Board Meeting Fee (telephonic)
|
|
$
|
0
|
|
Committee Meeting Fee (in person)
|
|
$
|
0
|
|
Committee Meeting Fee (telephonic)
|
|
$
|
0
|
|
Non-employee directors are eligible to receive automatic option
grants made under our Companys 2000 Non-Employee Director
Plan and our Companys 2007 Equity Incentive Plan. Pursuant
to these plans, each non-employee director is granted an option,
referred to as an initial option, to purchase 20,000 shares
of common stock automatically upon his or her initial election
or appointment to the Board of Directors. Each non-employee
director is also granted an option, referred to as an annual
option, to purchase an additional 10,000 shares of common
stock each year after his or her election or appointment to the
Board of Directors. Such annual option is granted on May 1.
In either case, if any non-employee director has not served in
that capacity for the entire period since the preceding grant
date, then the number of shares subject to the annual grant will
be reduced, pro rata, for each full quarter the director did not
serve during the previous period. All such options expire after
ten years and have an exercise price equal to the fair market
value on the date of grant. All initial options vest over four
years at the rate of 1/48 of the total option shares per month.
Annual options granted after February 2008 vest over one year at
the rate of 1/12 of the total option shares per month. Our
Companys non-employee directors are also eligible to
participate in our Companys 2007 Equity Incentive Plan on
a discretionary basis. No discretionary awards were made to
non-employee directors during 2007.
Compensation
Committee Interlocks and Insider Participation
As noted above, our Compensation Committee consists of
Mr. Meyercord, Lazzara and Winn. During fiscal year 2007,
we had no business with any of the entities represented by, or
affiliated with, these directors.
REPORT OF
THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS
2
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis, or
CD&A, contained in this report. Based on this review and
discussion, the Compensation Committee has recommended to our
board of directors that the CD&A be included in this report.
Compensation Committee
Mr. Wade Meyercord (Chairperson)
Mr. Joseph Lazzara
Mr. Eric Stonestrom
Mr. Edward C.V. Winn
2
The
material in this report is not soliciting material,
is not deemed filed with the Securities and Exchange
Commission and is not to be incorporated by reference in any of
our filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general
incorporation language in any such filing.
25
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Indemnification
Our bylaws provide that we will indemnify our directors and
executive officers and may indemnify our other officers,
employees and other agents to the extent not prohibited by
Delaware law. The bylaws also require us to advance litigation
expenses in the case of stockholder derivative actions or other
actions. The indemnified party must repay such advances if it is
ultimately determined that the indemnified party is not entitled
to indemnification.
Transactions
with Wood River
On May 23, 2007, we executed a settlement agreement with
the court-appointed receiver for Wood River Partners, L.P. and
Wood River Partners Offshore, Ltd., collectively referred to as
the Wood River Funds, and Wood River Capital Management, L.L.C.
and Wood River Associates, L.L.C., and together with the Wood
River Funds, collectively referred to as the Wood River
Entities, pursuant to which we agreed to settle our claims
against the Wood River Entities arising out of the Wood River
Entities accumulation of our common stock. In connection
with the settlement agreement, we also entered into a
registration rights agreement with the receiver, pursuant to
which we agreed to file with the SEC a shelf registration
statement covering the resale of the shares of our common stock
held by the Wood River Entities and to cooperate with the
receiver, upon the receivers request, in an underwritten
offering or registered direct offering of the shares of our
common stock held by the Wood River Entities.
Pursuant to the settlement agreement, upon the earliest of
(i) the sale by the Wood River Entities of a number of
shares of our common stock such that after giving effect to the
sale they hold in the aggregate less than 10% of the
then-outstanding shares of our common stock, (ii) promptly
after the receivers termination of an underwritten
offering or registered direct offering commenced pursuant to the
registration rights agreement or (iii) the consummation of
an underwritten offering or registered direct offering commenced
pursuant to the registration rights agreement pursuant to which,
at the receivers election, the Wood River Entities sell a
number of shares such that after giving effect to such offering
they continue to own more than 10% of the then-outstanding
shares of our common stock, the receiver would have been
required to pay us $425,000 for out-of-pocket expenses incurred
by us arising out of the Wood River Entities accumulation
of our common stock. The settlement agreement also included
mutual releases by both us and the receiver that would have
become effective upon the date of such payment.
The registration rights granted under the registration rights
agreement terminated upon the earlier of the date that is one
year after the effective date of the shelf registration
statement filed pursuant to the registration rights agreement
(subject to extension and suspension under certain
circumstances) or the earliest date when the Wood River Entities
held in the aggregate less than 10% of the then-outstanding
shares of our common stock. The registration rights agreement
provided that the Wood River Entities would pay all discounts
and commissions or placement agent fees in connection with an
offering pursuant to the registration rights agreement. The
registration rights agreement further provided that the Wood
River Entities would pay all other expenses incident to our
performance of the registration rights agreement, subject to a
cap of $750,000 of expenses related to an underwritten offering
or $550,000 of expenses related to a registered direct offering,
in either case, such expenses to be payable in cash or, if
mutually agreed by the receiver and us, in our common stock or a
combination of cash and our common stock.
The registration rights agreement also provided that the Wood
River Entities could not dispose of any shares of our common
stock held by them, except in compliance with Rule 144 of
the Securities Act of 1933, as amended, or dispositions where a
Wood River Entity transfers shares to another Wood River Entity,
until the consummation of an underwritten offering or registered
direct offering pursuant to which the Wood River Entities sold a
number of shares such that they own less than 10% of the
then-outstanding shares of our common stock.
On December 20, 2007, we executed an amended and restated
settlement agreement the court-appointed receiver for the Wood
River Entities, pursuant to which we and the receiver agreed to
a revised settlement of our claims against the Wood River
Entities arising out of the Wood River Entities
accumulation of our common stock.
On December 21, 2007, pursuant to the terms of the amended
and restated settlement agreement, we entered into a stock
purchase agreement with the Wood River Entities and the
receiver. Pursuant to the stock purchase
26
agreement, on December 24, 2007, we repurchased
2,502,247 shares of our common stock held by the Wood River
Funds. The remaining 1,600,000 shares of our common stock
owned by the Wood River Funds were sold to certain institutional
investors. The price paid by us and the institutional investors
was $6.83 per share in cash.
Upon the consummation of the stock repurchase, pursuant to the
terms of the amended and restated settlement agreement,
(a) the Wood River Entities reimbursed us $300,000 for
professional expenses incurred by us, (b) the Registration
Rights Agreement, dated as of May 23, 2007, between us and
the receiver terminated, and (c) a mutual release of claims
between us and the receiver for the Wood River Funds included in
the amended and restated settlement agreement became effective.
Related-Person
Transactions Policy and Procedures
We have a corporate policy with regard to our policies and
procedures for the identification, review, consideration and
approval or ratification of related-person
transactions. For purposes of our policy only, a
related-person transaction is a transaction,
arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which Endwave
and any related person are participants involving an
amount that exceeds $5,000. Transactions involving compensation
for services provided to Endwave as an employee, director,
consultant or similar capacity by a related person are not
covered by this policy. A related person is any executive
officer, director, or more than 5% stockholder of the Company,
including any of their immediate family members, and any entity
owned or controlled by such persons. This policy is not
currently in writing but instead is dictated by principles of
Delaware corporate law as in effect at the time and the
discharge of our directors fiduciary duties to Endwave.
In the event any transaction in which we propose to engage is a
related-person transaction, our management must present
information regarding the proposed related-person transaction to
the disinterested non-employee members of our board of directors
for consideration and approval or ratification. The presentation
must include a description of, among other things, the material
facts, the interests, direct and indirect, of the related
persons, the benefits to Endwave of the transaction and whether
any alternative transactions were available. To identify
related-person transactions in advance, we rely on information
supplied by our executive officers, directors and significant
stockholders. In considering related-person transactions, the
disinterested non-employee members of the board take into
account the relevant available facts and circumstances
including, but not limited to (a) the risks, costs and
benefits to Endwave, (b) the impact on a directors
independence in the event the related person is a director,
immediate family member of a director or an entity with which a
director is affiliated, (c) the terms of the transaction,
(d) the availability of other sources for comparable
services or products and (e) the terms available to or
from, as the case may be, unrelated third parties or to or from
employees generally. In the event a director has an interest in
the proposed transaction, the director must recuse himself or
herself form the deliberations and approval. The policy requires
that, in determining whether to approve, ratify or reject a
related-person transaction, the disinterested non-employee
members of the board look at, in light of known circumstances,
whether the transaction is in, or is not inconsistent with, the
best interests of Endwave and its stockholders, as determined in
the good faith exercise of such directors discretion.
Householding
of Proxy Materials
The SEC has adopted rules that permit companies and
intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy statements and annual reports with
respect to two or more stockholders sharing the same address by
delivering a single proxy statement addressed to those
stockholders. This process, which is commonly referred to as
householding, potentially means extra convenience
for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are our
stockholders will be householding our proxy
materials. A single proxy statement will be delivered to
multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders.
Once you have received notice from your broker that they will be
householding communications to your address,
householding will continue until you are notified
otherwise or until you revoke your consent. If, at any time, you
no longer wish to participate in householding and
would prefer to receive a separate proxy statement and annual
report, please notify your broker.
27
If you are subject to householding and wish to
receive a separate copy of this proxy statement, direct your
written request to Endwave Corporation, Attn: Curt Sacks,
Corporate Controller, 130 Baytech Drive, San Jose,
California 95134 or contact Mr. Sacks at
408-522-3100.
Stockholders who currently receive multiple copies
of the proxy statement at their addresses and would like to
request householding of their communications should
contact their brokers.
Other
Matters
The Board of Directors knows of no other matters that will be
presented for consideration at the annual meeting. If any other
matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying proxy to vote
on such matters in accordance with their best judgment.
By Order of the Board of Directors
Brett W. Wallace
Corporate Secretary
June 10, 2008
A copy of our Annual Report to the SEC on
Form 10-K
for the fiscal year ended December 31, 2007 is available
without charge upon written request to Investor Relations,
Endwave Corporation, 130 Baytech Drive, San Jose,
California 95134.
28
A. Election of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
1. To elect two directors to hold office until the 2011 Annual Meeting of Stockholders.
Nominees:
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01 John F. McGrath, Jr.
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02 Wade Meyercord
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B. Issue
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
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Abstain
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To ratify the selection by the Audit
Committee of the Board of Directors of
Burr, Pilger & Mayer LLP as independent
registered public accounting firm of
Endwave Corporation for its fiscal year
ending December 31, 2008.
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C. Authorized Signatures Sign Here This section must be completed for your instructions to be
executed.
Please sign exactly as your name appears hereon. If the stock is registered in the names of two or
more persons, each should sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate
name and have a duly authorized officer sign, stating title. If signer is a partnership, please
sign in partnership name by authorized person.
Dated:
, 2008
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE WHICH IS POSTAGE PREPAID
IF MAILED IN THE UNITED STATES.
PROXY
ENDWAVE CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
For The Annual Meeting of Stockholders
To be held July 22, 2008
The undersigned hereby appoints Edward A. Keible, Jr. and Brett Wallace, and each of them, as attorneys and proxies
of the undersigned, with full power of substitution, to vote all of the shares of stock of Endwave Corporation, which the
undersigned may be entitled to vote at the Annual Meeting of Stockholders of Endwave Corporation to be held at the corporate
headquarters of Endwave Corporation at 130 Baytech Drive, San Jose, California, on Tuesday July 22, 2008 at 12 noon (PDT), and at any
and all postponements, continuations and adjournments thereof with all powers that the undersigned would possess if personally present,
upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all
other matters that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL
1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS
ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
(continued on reverse side)
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