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SCHEDULE 14A
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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2))
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[x]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material under §240.14a 12
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[x]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies: ________________________________________________________________________________________
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid: _______________________________________________________________________________________
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(2)
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Form, Schedule or Registration Statement No.: _______________________________________________________________________________________
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(3)
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Filing Party: _______________________________________________________________________________________
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(4)
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Date Filed: _______________________________________________________________________________________
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•
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Item 1: to elect two
Class III
directors to serve until the Company’s
2021
Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;
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•
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Item 2: to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2018;
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•
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Item 3: the advisory approval of the compensation of the Company's named executive officers; and
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•
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to act upon such other business as may properly come before the Annual Meeting.
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(1)
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Election of two
Class III
directors to serve until the Company’s
2021
Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;
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(2)
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Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for fiscal year 2018;
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(3)
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Advisory approval of the executive compensation of the Company’s named executive officers; and
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(4)
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Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE OR VOTE YOUR SHARES ON THE INTERNET.
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(1)
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the election of two
Class III
directors to serve until the Company’s
2021
Annual Meeting of Stockholders, or until such directors’ successors shall have been duly elected and qualified;
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(2)
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to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2018;
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(3)
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advisory approval of the compensation of the Company’s named executive officers; and
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(4)
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action upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Class III
(current term ends at this Annual Meeting) |
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Class I
(current term ends at the 2019 Annual Meeting) |
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Class II
(current term ends at the 2020 Annual Meeting) |
Kevin C. Lavan
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Jill Layfield
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Peter Block
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Robert P. LoCascio
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William G. Wesemann
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Fred Mossler
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•
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All of the members of the Board other than Mr. LoCascio are “independent” under the Nasdaq rules.
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•
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All members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent.
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•
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The Board has adopted a Code of Conduct applicable to all of our employees, including our executive officers, as well as a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. The Code of Conduct and Code of Ethics can be found at
www.liveperson.com/company/ir/corporate-governance
.
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•
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The Board has adopted a policy regarding conflicts of interest and “related-person transactions” under which all potential conflicts of interest and related-person transactions must be reviewed and pre-approved by the Audit Committee.
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•
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An annual risk assessment of the Company’s compensation policies is conducted by the Board and the Compensation Committee.
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Audit Committee
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Compensation Committee
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Nominating and Corporate Governance Committee
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Executive Committee
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Kevin C. Lavan (Chair)
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Peter Block (Chair)
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Peter Block
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Peter Block
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Jill Layfield
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Kevin C. Lavan
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Kevin C. Lavan
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Kevin C. Lavan
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William G. Wesemann
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Jill Layfield
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Jill Layfield
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Robert LoCascio
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Fred Mossler
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Fred Mossler
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William G. Wesemann
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William G. Wesemann
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William G. Wesemann (Chair)
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•
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the Company’s annual incentive compensation is based on balanced performance metrics that promote disciplined progress towards Company goals;
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•
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the Company does not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value;
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•
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the Company’s long-term incentives do not drive high-risk investments at the expense of long-term Company value; and
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•
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the Company’s compensation programs are appropriately balanced between cash and equity, and the equity component does not promote unnecessary risk taking.
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•
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each person or group of affiliated persons whom we know to beneficially own more than five percent of our common stock;
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•
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each of our named executive officers identified in the “Summary Compensation Table” included in this Proxy Statement on page 24;
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•
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each of our directors and director nominees; and
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•
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each of our directors and executive officers as a group.
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Name and Address
(1)
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Number of
Shares Beneficially
Owned
(2)
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Percentage of
Common Stock
Outstanding
(%)
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5% Stockholders
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BlackRock, Inc.
(3)
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6,868,993
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11.7%
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The Vanguard Group.
(4)
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5,136,834
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8.6%
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RGM Capital, LLC
(5)
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3,339,823
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5.6%
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Gilder, Gagnon, Howe & Co. LLC
(6)
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3,112,529
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5.2%
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Named Executive Officers and Directors
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Robert P. LoCascio
(7)
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5,454,556
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8.9%
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Daniel Murphy
(8)
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465,212
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*
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Eran Vanounou
(9)
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212,500
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*
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Monica Greenberg
(9)
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197,325
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*
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Daryl J. Carlough
(9)
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81,843
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*
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Peter Block
(10)
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201,000
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*
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Kevin C. Lavan
(11)
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181,000
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*
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Jill Layfield
(9)
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65,000
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*
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Fred Mossler
(9)
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65,000
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*
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William G. Wesemann
(12)
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315,000
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*
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Directors and Executive Officers as a group (12 persons)
(13)
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7,238,436
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11.5%
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(1)
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Unless noted otherwise, the business address of each beneficial owner is c/o LivePerson, Inc., 475 Tenth Avenue, 5
th
Floor, New York, New York 10018.
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(2)
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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investment power with respect to the shares shown as beneficially owned.
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(3)
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Based solely on our review of the Schedule 13G/A filed with the SEC on January 17, 2018 by BlackRock, Inc., whose address is 55 East 52
nd
Street, New York, New York 10022.
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(4)
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Based solely on our review of the Schedule 13G filed with the SEC on February 7, 2018 by The Vanguard Group, whose address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
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(5)
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Based solely on our review of the Schedule 13G/A filed with the SEC on February 14, 2018 by RGM Capital, LLC., whose address is 9010 Strada Stell Court, Suite 105, Naples, Florida 34109.
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(6)
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Based solely on our review of the Schedule 13G filed with the SEC on February 13, 2018 by Gilder, Gagnon, Howe & Co. LLC, whose address is 475 10th Avenue, New York, New York 10018.
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(7)
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Of the total shares held by Mr. LoCascio, 4,686,983 shares of common stock are held indirectly by Mr. LoCascio through Ikon LP, a limited partnership of which Mr. LoCascio is the sole owner. Includes 767,573 shares underlying options that are currently exercisable or that will be exercisable and/or RSUs that have vested or that will vest, in each case at or within 60 days of April 17, 2018. 2,000,000 shares of common stock beneficially owned by Mr. LoCascio are pledged as collateral in connection with a line of credit extended to Mr. LoCascio by UBS.
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(8)
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Includes 459,362 shares underlying options that are currently exercisable and/or RSUs that have vested, in each case at or within 60 days of April 17, 2018.
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(9)
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Reflects shares underlying options that are currently exercisable or that will be exercisable and/or RSUs that have vested or that will vest, in each case at or within 60 days of April 17, 2018.
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(10)
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Includes 195,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of
April 17, 2018
.
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(11)
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Includes 175,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of
April 17, 2018
.
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(12)
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Includes 20,000 shares of common stock that are owned of record by a family trust over which Mr. Wesemann has indirect beneficial ownership. Also includes 205,000 shares of common stock issuable upon exercise of options presently exercisable or exercisable within 60 days of
April 17, 2018
.
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(13)
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Includes 2,423,603 shares underlying options that are currently exercisable or that will be exercisable and/or RSUs that have vested or that will vest, in each case at or within 60 days of
April 17, 2018
and shares over which the directors and executive officers are indirect beneficial owners. Includes holdings of all directors and executive officers as a group including executive officers not listed above.
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Name
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Age
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Position(s)
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Robert P. LoCascio
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49
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Chief Executive Officer and Chairman of the Board
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Christopher E. Greiner
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42
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Chief Financial Officer
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Eran Vanounou
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47
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Chief Technology Officer
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Monica L. Greenberg
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49
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Executive Vice President, Corporate Development, Strategic Alliances and General Counsel
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Alexander Spinelli
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45
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Global Chief Technology Officer
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Daryl J. Carlough
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46
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Senior Vice President, Global and Corporate Controller
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•
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Perquisites
. We do not provide special benefits, perquisites or supplemental retirement plans to our Named Executive Officers.
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•
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Tax Gross-Ups
. We do not provide any tax gross-ups to our Named Executive Officers.
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•
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Independence
. Our Compensation Committee is comprised solely of independent directors.
|
•
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Periodic Review
. The Compensation Committee reviews our compensation practices and program to ensure that our Named Executive Officers are compensated in a manner consistent with our business strategy, competitive market practice, sound corporate governance principles and stockholder interests.
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•
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Risk Analysis
. Our executive compensation program is structured to avoid inappropriate risk taking by our Named Executive Officers by having the appropriate pay philosophy tied to reasonable business objectives. The Compensation Committee has concluded that the Company’s executive compensation program is reasonable, in the best interest of our stockholders, and not likely to have a material adverse effect on our Company.
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•
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Hedging
. Our Insider Trading Policy prohibits hedging of Company stock or the use of Company stock and any other transactions which could reasonably cause our officers to have interests adverse to our stockholders.
|
•
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align incentives, including bonus targets, performance metrics and equity, with Company fiscal performance as well as achievement of strategic objectives that create stockholder value;
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•
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retain and encourage high potential team players to build a career at the Company;
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•
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provide incentives that are cost-efficient, competitive with other organizations and fair to employees and stockholders; and
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•
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design a balanced approach to compensation that properly aligns incentives with Company performance and stockholder value and does not promote inappropriate risk taking.
|
•
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Base Salary - fixed pay that takes into account an individual’s role and responsibilities, experience, and expertise.
|
•
|
Annual Incentive - variable pay that is designed to reward attainment of annual business goals. Executives are eligible for an annual cash incentive payment and performance-based restricted stock units based on the achievement of a combination of Company performance as well as individual performance against defined objectives tied to the Company’s strategic and fiscal objectives. In the case of executives whose primary objective is revenue generation, incentive compensation may take the form of commissions tied to revenue as well as other Company and individual performance metrics.
|
•
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Long-Term Incentives - the Company’s equity based incentive plan allows for awards that may include stock options, stock appreciation rights, restricted stock, performance shares and other stock based awards, including restricted stock units and deferred stock units. To date, the Company has used only stock options and restricted stock units for long-term incentive awards. Stock options are typically granted on or after the first year of service, and occasionally to new hires in key roles, and may also be granted from time to time during an employee’s continued tenure. Restricted stock units are granted on a discretionary basis from time to time as determined to be appropriate by the Compensation Committee. All equity awards granted to date are subject to certain vesting conditions, as described more fully below.
|
•
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Benefits and Perquisites - the Company offers certain benefits, including medical, dental and life insurance benefits, a deferred compensation program, and retirement savings that it considers to be consistent with industry practices and important for competitive recruitment and retention. The Named Executive Officers are eligible to participate in these programs on the same basis as our other employees. The Company does not offer special benefits such as supplemental executive retirement plans, perquisites, tax gross-ups or tax equalization.
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1.
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Base Salary
|
2.
|
Annual Incentive Compensation
|
•
|
earnings per share;
|
•
|
gross or net revenues;
|
•
|
revenue per employee;
|
•
|
adjusted EBITDA
(*)
;
|
•
|
adjusted EBITDA per share
(*)
;
|
•
|
attainment of strategic milestones;
|
•
|
attainment of product innovation or delivery objectives; or
|
•
|
such other goals established by the Committee.
|
3.
|
Long-term Incentives - Equity-Based Awards
|
4.
|
Other Benefits and Perquisites
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
|
Stock Awards ($)
(1)
|
Option Awards ($)
(1)
|
Non-Equity Incentive Plan Compensation ($)
(2)
|
All Other Compensation ($)
|
|
Total
($) |
|||||||
Robert P. LoCascio
Chief Executive Officer |
2017
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552,150
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1,000,000
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(3)
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2,875,000
|
|
259,200
|
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611,820
|
|
31,450
|
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(4)
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5,329,620
|
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2016
|
540,536
|
|
—
|
|
|
—
|
|
—
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380,000
|
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17,096
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937,632
|
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2015
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534,038
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|
—
|
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1,134,100
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—
|
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380,000
|
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18,381
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|
|
2,066,519
|
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|||||||
Daniel R. Murphy
(5)
Chief Financial Officer |
2017
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429,450
|
|
—
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|
|
—
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259,200
|
|
210,000
|
|
26,692
|
|
(4)
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925,342
|
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2016
|
420,536
|
|
—
|
|
|
—
|
|
—
|
|
157,500
|
|
20,174
|
|
|
598,210
|
|
|
2015
|
415,288
|
|
—
|
|
|
1,134,100
|
|
—
|
|
168,000
|
|
28,711
|
|
|
1,746,099
|
|
|
|
|
|
|
|
|
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|||||||
Eran Vanounou
(6)
Chief Technology Officer |
2017
|
393,417
|
|
—
|
|
|
—
|
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259,200
|
|
206,891
|
|
154,825
|
|
(7)
|
1,014,333
|
|
2016
|
348,372
|
|
—
|
|
|
—
|
|
—
|
|
158,201
|
|
64,473
|
|
|
507,448
|
|
|
2015
|
330,973
|
|
—
|
|
|
1,237,200
|
|
—
|
|
94,603
|
|
61,795
|
|
|
1,724,571
|
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|||||||
Monica L. Greenberg
Executive Vice President, Corporate Development, Strategic Alliances and General Counsel |
2017
|
359,920
|
|
—
|
|
|
—
|
|
259,200
|
|
125,000
|
|
16,094
|
|
(4)
|
760,214
|
|
2016
|
352,525
|
|
—
|
|
|
—
|
|
—
|
|
100,000
|
|
10,867
|
|
|
463,392
|
|
|
2015
|
347,928
|
|
—
|
|
|
670,150
|
|
—
|
|
100,000
|
|
13,870
|
|
|
1,131,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Daryl J. Carlough
Senior Vice President, Global and Corporate Controller |
2017
|
277,500
|
|
—
|
|
|
—
|
|
64,800
|
|
140,000
|
|
23,634
|
|
(4)
|
505,934
|
|
2016
|
269,150
|
|
—
|
|
|
—
|
|
—
|
|
106,575
|
|
15,204
|
|
|
390,929
|
|
|
2015
|
261,459
|
|
—
|
|
|
206,200
|
|
—
|
|
88,000
|
|
20,160
|
|
|
575,819
|
|
(1)
|
Amounts represent the aggregate grant date fair value for restricted stock units and stock options granted in the fiscal year computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, and in accordance with SEC rules. Generally, the aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the Named Executive Officers and there is no assurance that these grant date fair values will ever be realized by the Named Executive Officers. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to the grants, refer to Note 1 of LivePerson’s consolidated financial statements contained in our Annual Report on Form 10-K for the
2017
Fiscal Year, as filed with the SEC.
|
(2)
|
The performance-based, annual cash incentive bonuses earned in
2017
and paid in 2018 are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for
2017
, those earned in 2016 and paid in
2017
are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for 2016 and those earned in 2015 and paid in 2016 are reflected in the column entitled “Non-Equity Incentive Plan Compensation” for 2015.
|
(3)
|
On December 28, 2017, the Compensation Committee approved and the Company granted a one-time cash payment of $1,000,000 to Mr. LoCascio in connection with the restatement of his employment agreement.
|
(4)
|
Amount includes: (i) $
45
for premiums for term life insurance paid by us on behalf of Mr. LoCascio, Mr. Murphy, Ms. Greenberg, and Mr. Carlough (ii) $
6,000
for matching contributions to 401(k) plans paid by us on behalf of Mr. LoCascio, Mr. Murphy, Ms. Greenberg, and Mr. Carlough, and (iii) $
25,404
, $
20,647
, $
9,269
, and $
16,809
for Mr. LoCascio, Mr. Murphy, Ms. Greenberg, and Mr. Carlough respectively, for health, dental, vision and disability insurance, and (iv) $780 for transit paid by us on behalf of Ms. Greenberg and Mr. Carlough.
|
(5)
|
On November 9, 2017, the Company and Mr. Murphy entered into a Separation Agreement and General Release. Mr. Murphy served as the Company’s Chief Financial Officer through November 9, 2017, at which time he began a transition period scheduled to end on February 16, 2018 when Mr. Murphy’s employment with the Company ceased. Further information regarding this agreement is included under the section entitled “Potential Payments Upon Termination or Change-in-Control”.
|
(6)
|
Payments to Mr. Vanounou were made in Israeli New Shekels, or NIS. For the 2017 Fiscal Year, an average exchange rate of approximately U.S. $1.00/NIS
3.56
was used to calculate amounts for Mr. Vanounou with respect to amounts under “Salary,” “Non-Equity Incentive Plan Compensation,” and "All Other Compensation".
|
(7)
|
Amount includes: (i)
82,122
for employer contributions to Mr. Vanounou’s study fund, (ii) $
22,644
for employer contributions to Mr. Vanounou’s executive insurance fund, (iii) $
6,320
for employer contributions to Mr. Vanounou’s education fund, (iv) $
1,472
for employer contribution to Mr. Vanounou’s disability insurance, (v) $
10,139
for employer contribution to the Israeli National Insurance Fund , (vi) $
31,438
for statutory contributions to Mr. Vanounou’s severance fund, and (vii) $
690
paid as a convalescence allowance as required under Israeli labor law.
|
Named Executive Officer
|
|
Reason for Payment
|
|
Salary-Related Payments
($)
|
|
Bonus-Related Payments ($)
|
|
Accelerated
Vesting of Equity
Awards
($)
|
|
Other Benefits
($)
|
|
||||
Robert P. LoCascio
|
|
Termination (i) without cause, (ii) for good reason or (iii) by Company notice of nonrenewal (not in connection with a change of control)
|
|
917,730
|
|
(1)
|
917,730
|
|
(2)
|
2,538,171
|
|
(3)
|
23,474
|
|
(4)
|
|
|
Termination by reason of (i) death, (ii) Disability or (iii) notice of nonrenewal by Mr. LoCascio after reaching retirement age.
|
|
—
|
|
|
917,730
|
|
(2)
|
2,538,171
|
|
(3)
|
23,474
|
|
(4)
|
|
|
Termination without cause or for good reason (in connection with a change of control)
|
|
917,730
|
|
(1)
|
917,730
|
|
(2)
|
3,652,500
|
|
(3)
|
23,474
|
|
(4)
|
|
|
Change of control
|
|
—
|
|
|
—
|
|
|
1,826,250
|
|
(5)
|
—
|
|
|
Eran Vanounou
(6)
|
|
Termination without cause (regardless of whether a change of control occurred)
|
|
131,139
|
|
(7)
|
—
|
|
|
—
|
|
|
—
|
|
|
Monica L. Greenberg
|
|
Termination without cause or constructively terminated, not following a change of control
|
|
181,250
|
|
(8)
|
—
|
|
|
582,738
|
|
(9)
|
4,301
|
|
(10)
|
|
Termination without cause or constructively terminated, following a change in control
|
|
271,875
|
|
(11)
|
—
|
|
|
582,738
|
|
(9)
|
4,301
|
|
(10)
|
|
Daryl J. Carlough
|
|
Termination without cause (regardless of whether a change of control occurred)
|
|
70,000
|
|
(12)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents 18 months of Mr. LoCascio’s annual base salary as of December 31,
2017
.
|
(2)
|
Represents 1.5 times Mr. LoCascio’s 2017 Fiscal Year bonus.
|
(3)
|
Represents the closing price of our common stock on December 29, 2017 less the exercise price, for the options, and stock awards held by Mr. LoCascio, multiplied by (a) for a qualifying termination not in connection with a change of control or in a result of death or disability, the number of unvested shares underlying the options or stock awards that would otherwise have vested in the two year period following termination of employment; and (b) for a qualifying termination in connection with a change of control, the total number of unvested shares underlying the options or stock awards.
|
(4)
|
Represents 18 months of company contributions toward premium payments for health insurance coverage under COBRA.
|
(5)
|
Represents the closing price of our common stock on December 29, 2017 less the exercise price, for the options, and stock awards held by Mr. LoCascio, multiplied by 50% the total number of unvested shares underlying the options or stock awards.
|
(6)
|
Payments to Mr. Vanounou are made in Israeli New Shekels, or NIS. For this disclosure, an average exchange rate of approximately U.S. $1.00/NIS 3.56 was used to calculate amounts for Mr. Vanounou.
|
(7)
|
Represents Mr. Vanounou’s base salary as of December 31,
2017
for 120 days.
|
(8)
|
Represents Ms. Greenberg’s base salary as of December 31,
2017
for 6 months.
|
(9)
|
Represents the closing price of our common stock on December 29,
2017
less the exercise price for the options and stock awards held by Ms. Greenberg, multiplied by the total number of unvested shares underlying the options.
|
(10)
|
Represents up to 6 months of company contributions toward premium payments for health insurance coverage under COBRA.
|
(11)
|
Represents Ms. Greenberg’s base salary as of December 31,
2017
for 9 months.
|
(12)
|
Represents Mr. Carlough’s base salary as of December 31,
2017
for 3 months.
|
Name
|
Grant
Date
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
(1)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying Options
(#)
|
|
Exercise
or
Base
Price of
Option Awards
($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards
($)
|
|||||||||||
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
||||||||||||||||
Robert P. LoCascio
|
|
|
—
|
|
|
611,820
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
5/5/2017
|
|
|
|
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
259,200
|
|
|||
|
12/28/2017
|
|
|
|
|
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
2,875,000
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Daniel R. Murphy
|
|
|
—
|
|
|
210,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
5/5/2017
|
|
|
|
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
259,200
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eran Vanounou
|
|
|
—
|
|
|
206,891
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
5/5/2017
|
|
|
|
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
259,200
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Monica L. Greenberg
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
5/5/2017
|
|
|
|
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
259,200
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Daryl Carlough
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
|
5/5/2017
|
|
|
|
|
|
|
|
—
|
|
|
20,000
|
|
|
7.6
|
|
|
64,800
|
|
(1)
|
Amounts shown represent the target awards that could have been earned by the Named Executive Officer under the Company’s annual cash incentive bonus plan for these executives. There were no threshold or maximum bonus opportunities. The target amount could be exceeded based on performance metrics. Awards are based on achievement of individual performance objectives, Company performance as measured by adjusted EBITDA and the achievement of strategic objectives. The Compensation Committee retains discretion to adjust the bonus amount paid to any employee or executive up or down, regardless of that person’s target bonus or specific corporate performance metrics. Additional information about these bonus opportunities appear in the section of this Proxy Statement entitled “Compensation Discussion and Analysis.” The actual incentives earned in
2017
and paid in 2018 are reflected in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised
Options (#)
Exercisable
(1)
|
|
Number of Securities Underlying Unexercised
Options (#)
Unexercisable
(1)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Grant Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(3)
|
||||||
Robert P. LoCascio
|
|
25,000
|
|
|
—
|
|
|
1.79
|
|
|
3/5/2019
|
|
|
|
|
—
|
|
|
—
|
|
|
|
400,000
|
|
|
—
|
|
|
13.28
|
|
|
4/22/2021
|
|
|
|
|
—
|
|
|
—
|
|
|
|
100,000
|
|
|
—
|
|
|
16.98
|
|
|
9/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
|
70,000
|
|
|
—
|
|
|
9.24
|
|
|
7/1/2023
|
|
|
|
|
—
|
|
|
—
|
|
|
|
75,000
|
|
|
25,000
|
|
|
10.13
|
|
|
4/25/2024
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
5/5/2027
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6/16/2015
|
|
37,500
|
|
(2)
|
431,250
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/28/2017
|
|
250,000
|
|
(4)
|
2,875,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Daniel R. Murphy
|
|
100,000
|
|
|
—
|
|
|
13.03
|
|
|
5/2/2021
|
|
|
|
|
—
|
|
|
—
|
|
|
|
100,000
|
|
|
—
|
|
|
16.98
|
|
|
9/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
|
70,000
|
|
|
—
|
|
|
9.24
|
|
|
7/1/2023
|
|
|
|
|
—
|
|
|
—
|
|
|
|
75,000
|
|
|
25,000
|
|
|
10.13
|
|
|
4/25/2024
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
80,000
|
|
|
7.60
|
|
|
5/5/2027
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6/16/2015
|
|
37,500
|
|
(2)
|
431,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Eran Vanounou
|
|
82,500
|
|
|
27,500
|
|
|
13.37
|
|
|
2/9/2024
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
5/5/2027
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6/16/2015
|
|
41,250
|
|
(2)
|
474,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Monica L. Greenberg
|
|
93,750
|
|
|
—
|
|
|
3.45
|
|
|
2/22/2018
|
|
|
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|
—
|
|
|
1.79
|
|
|
3/5/2019
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
20,750
|
|
|
—
|
|
|
7.02
|
|
|
6/17/2020
|
|
|
|
|
—
|
|
|
—
|
|
|
|
23,000
|
|
|
—
|
|
|
11.33
|
|
|
9/1/2021
|
|
|
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
—
|
|
|
16.98
|
|
|
9/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
—
|
|
|
9.24
|
|
|
7/1/2023
|
|
|
|
|
—
|
|
|
—
|
|
|
|
26,250
|
|
|
8,750
|
|
|
10.13
|
|
|
4/25/2024
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
80,000
|
|
|
7.6
|
|
|
5/5/2027
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6/16/2015
|
|
22,500
|
|
(2)
|
258,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Daryl J. Carlough
|
|
60,000
|
|
|
—
|
|
|
9.34
|
|
|
10/31/2023
|
|
|
|
|
—
|
|
|
—
|
|
|
|
7,875
|
|
|
2,625
|
|
|
10.13
|
|
|
4/25/2024
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
20,000
|
|
|
7.60
|
|
|
5/5/2027
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6/16/2015
|
|
7,500
|
|
(2)
|
86,250
|
|
(1)
|
The total original number of shares subject to each stock option grant listed above vests as to 25% of the original number of shares covered by each stock option grant on the first anniversary of the grant date of each stock option (the “
Grant Date
”) and as to an additional 25% of the original number of shares at the end of each successive anniversary of the Grant Date until the fourth anniversary of the Grant Date, subject to the executive's continued service with the Company through each vesting date and any acceleration provisions set forth in each executive’s employment agreement as described above in “Employment Agreement for our Named Executive Officers.”
|
(2)
|
The total original number of units subject to each restricted stock unit award listed above vests over four years, with 25% of the units vesting on the first anniversary of the grant date (the “
Grant Date
”) and the balance vesting in equal quarterly installments over the following 36 months.
|
(3)
|
The market value of unvested restricted stock units is based on the closing market price of the Company's Common Stock on December 29,
2017
of $11.50.
|
(4)
|
The total original number of units subject to each restricted stock unit award listed above vests over three years, with 33.33% of the units vesting on each anniversary of the grant date (the “
Grant Date
”).
|
|
|
Option Awards
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
(1)
|
|
Value Realized on Vesting ($)
(2)
|
Robert P. LoCascio
|
|
—
|
|
—
|
|
25,000
|
|
287,500
|
Daniel R. Murphy
|
|
—
|
|
—
|
|
25,000
|
|
287,500
|
Eran Vanounou
|
|
—
|
|
—
|
|
27,500
|
|
316,250
|
Monica Greenberg
|
|
—
|
|
—
|
|
15,000
|
|
172,500
|
Daryl J. Carlough
|
|
—
|
|
—
|
|
5,000
|
|
57,500
|
Name
|
|
Beginning Balance ($)
|
|
Executive contributions in Last FYE
($)
(1)
|
|
Registrant contributions in Last FYE
($)
|
|
Aggregate earnings in Last FYE ($)
|
|
Aggregate withdrawals/ distributions ($)
|
|
Aggregate balance at last FYE ($)
(1)
|
Daryl J. Carlough
|
|
8,848
|
|
9,813
|
|
—
|
|
2,460
|
|
—
|
|
21,121
|
Location
|
|
Total
|
|
% of Total
|
||
Excluded due to De Minimis exemption
|
||||||
Canada
|
|
3
|
|
|
0.24
|
%
|
France
|
|
6
|
|
|
0.47
|
%
|
Italy
|
|
4
|
|
|
0.32
|
%
|
Netherlands
|
|
5
|
|
|
0.39
|
%
|
Japan
|
|
9
|
|
|
0.71
|
%
|
Subtotal
|
|
27
|
|
|
2.13
|
%
|
|
|
|
|
|
||
Included in basis for identification of Median Employee
|
||||||
United States
|
|
534
|
|
|
42.21
|
%
|
United Kingdom
|
|
72
|
|
|
5.69
|
%
|
Australia
|
|
66
|
|
|
5.22
|
%
|
Israel
|
|
530
|
|
|
41.90
|
%
|
Germany
|
|
36
|
|
|
2.85
|
%
|
Subtotal
|
|
1,238
|
|
|
97.87
|
%
|
Grand Total
|
|
1,265
|
|
|
100
|
%
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Option
Awards
($)
(1)(2)
|
|
Total
($)
|
|
Peter Block
|
|
47,000
|
|
136,800
|
|
183,800
|
|
Kevin C. Lavan
|
|
56,000
|
|
136,800
|
|
192,800
|
|
Jill Layfield
|
|
46,000
|
|
136,800
|
|
182,800
|
|
Fred Mossler
|
|
40,000
|
|
247,750
|
|
287,750
|
|
William G. Wesemann
|
|
51,000
|
|
136,800
|
|
187,800
|
|
(1)
|
This column represents the aggregate grant date fair value of stock options granted to each non-employee director in the 2017 Fiscal Year computed in accordance with FASB ASC Topic 718, and in accordance with SEC rules. Generally, the aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. These amounts reflect the company’s accounting expense and do not correspond to the actual value that will be realized by the non-employee directors and there is no assurance that these grant date fair values will ever be realized by the non-employee directors. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information on the valuation assumptions with respect to the grants, refer to Note 1 of LivePerson’s consolidated financial statements contained in our Annual Report on Form 10-K for the
2017
Fiscal Year, as filed with the SEC.
|
(2)
|
As of December 31,
2017
, the number of shares underlying unexercised stock options were: Mr. Block, 195,000; Mr. Lavan, 175,000; Ms. Layfield, 65,000; Mr. Mossler 65,000; and Mr. Wesemann, 205,000.
|
•
|
none of the members of the Compensation Committee was an officer (or former officer) or employee of the Company or any of its subsidiaries;
|
•
|
none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which the Company was a participant and the amount involved exceeded $120,000;
|
•
|
none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served on our Compensation Committee;
|
•
|
none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and
|
•
|
none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire board of directors) of another entity where one of that entity’s executive officers served as a director on our Board of Directors.
|
Fiscal Years 2017 and 2016 Accounting Fees
|
||||||||
Fees
|
|
2017 Fiscal Year
|
|
2016 Fiscal Year
|
||||
Audit Fees
(1)
|
|
$
|
680,299
|
|
|
$
|
603,310
|
|
Audit-Related Fees
(2)
|
|
$
|
5,000
|
|
|
$
|
17,450
|
|
Tax Fees
(3)
|
|
$
|
32,955
|
|
|
$
|
16,400
|
|
All Other Fees
(4)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
“
Audit Fees
” consists of fees for professional services rendered in connection with the audit of the Company’s consolidated annual financial statements, the review of the Company’s interim condensed consolidated financial statements included in quarterly reports, the audits in connection with statutory and regulatory filings or engagements and the audit of the Company’s internal controls over financial reporting.
|
(2)
|
“
Audit-Related Fees
” consists primarily of fees for professional services rendered in connection with the audits of the Company’s employee benefit plan and acquisition accounting due diligence.
|
(3)
|
“
Tax Fees
” consists of fees billed for professional services rendered for tax compliance, tax consulting and tax planning services.
|
(4)
|
“
All Other Fees
” - none.
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA does not consider the impact of acquisition costs;
|
•
|
adjusted EBITDA does not consider the impact of restructuring costs;
|
•
|
adjusted EBITDA does not consider the impact of other non-recurring costs;
|
•
|
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Reconciliation of Adjusted EBITDA:
|
|
|
|
||||
Net loss
|
$
|
(18,191
|
)
|
|
$
|
(25,873
|
)
|
Amortization of purchased intangibles
|
4,682
|
|
|
6,673
|
|
||
Stock-based compensation
|
8,944
|
|
|
9,736
|
|
||
Restructuring costs
|
2,594
|
|
|
2,369
|
|
||
Depreciation
|
12,358
|
|
|
12,011
|
|
||
Other non-recurring costs
|
7,648
|
|
|
7,818
|
|
||
Provision for income taxes
|
501
|
|
|
5,934
|
|
||
Other expense (income), net
|
(136
|
)
|
|
530
|
|
||
Adjusted EBITDA
|
$
|
18,400
|
|
|
$
|
19,198
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Anthem, Inc. | ANTM |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|