SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
![[MISSING IMAGE: lg_charlesriver-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/lg_charlesriver-bw.jpg)
to be held on July 18, 2024
![[MISSING IMAGE: sg_jonathanyellin-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/sg_jonathanyellin-bw.jpg)
April 26, 2024
Please sign and return the enclosed proxy, whether or not you
plan to attend the annual meeting.
FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JULY 18, 2024:
The Proxy Statement and 2023 annual report to Shareholders
will be, on or prior to May 31, 2024, available at
Boston, Massachusetts 02116
(617) 425-3000
ANNUAL MEETING OF SHAREHOLDERS
to be held on July 18, 2024
200 Clarendon Street
9th Floor
Boston, Massachusetts 02116
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ELECTION OF DIRECTORS
Name
|
| |
Age
|
| |
Position
|
|
Paul Maleh(1)
|
| |
60
|
| | President, chief executive officer and chairman of the board | |
Daniel Mahoney
|
| |
45
|
| | Executive vice president, chief financial officer and treasurer | |
Chad Holmes
|
| |
51
|
| | Executive vice president and chief corporate development officer | |
Jonathan Yellin
|
| |
60
|
| | Executive vice president and general counsel | |
Thomas Avery(2)
|
| |
70
|
| | Director | |
Richard Booth(1)(3)
|
| |
54
|
| | Director | |
William Concannon(1)(2)(4)(5)
|
| |
68
|
| | Director | |
Christine Detrick(1)(2)(4)
|
| |
65
|
| | Director | |
Karen Keenan(3)
|
| |
61
|
| | Director | |
Alva Taylor(3)(4)
|
| |
63
|
| | Director | |
Heather Tookes(2)(4)
|
| |
50
|
| | Director | |
| Audit committee: | | | Compensation committee: | |
| Richard Booth (Chair) | | | Thomas Avery (Chair) | |
| Robert Holthausen* | | | William Concannon | |
| Karen Keenan | | | Christine Detrick | |
| Alva Taylor | | | Heather Tookes** | |
| Nominating and corporate governance committee: | | | Executive committee: | |
| Christine Detrick (Chair) | | | Paul Maleh (Chair) | |
| William Concannon | | | Richard Booth | |
| Alva Taylor | | | William Concannon | |
| Heather Tookes | | | Christine Detrick | |
|
Board Diversity Matrix (as of April 22, 2024)
|
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|
Total Number of Directors
|
| |
9
|
| |||||||||
| | | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not Disclose
|
|
|
Directors
|
| |
3
|
| |
6
|
| |
—
|
| |
—
|
|
| Number of Directors Who Identify in Any of the Categories Below: | | ||||||||||||
|
White
|
| |
2
|
| |
5
|
| |
—
|
| |
—
|
|
|
Black or African American
|
| |
1
|
| |
1
|
| | | | | | |
|
Did not Disclose
|
| | | | | | | | | | |
—
|
|
| | |
Shares beneficially owned
|
| |||||||||||||||||||||
Name of beneficial owner
|
| |
Outstanding
|
| |
Right to
acquire |
| |
Total
|
| |
Percent
|
| ||||||||||||
FMR LLC(1)
|
| | | | 583,841 | | | | | | — | | | | | | 583,841 | | | | | | 8.3% | | |
Neuberger Berman Group LLC(2)
|
| | | | 583,280 | | | | | | — | | | | | | 583,280 | | | | | | 8.3% | | |
BlackRock, Inc.(3)
|
| | | | 532,906 | | | | | | — | | | | | | 532,906 | | | | | | 7.6% | | |
Dimensional Fund Advisors LP(4)
|
| | | | 387,330 | | | | | | — | | | | | | 387,330 | | | | | | 5.5% | | |
The Vanguard Group(5)
|
| | | | 384,345 | | | | | | — | | | | | | 384,345 | | | | | | 5.5% | | |
Copeland Capital Management, LLC(6)
|
| | | | 361,270 | | | | | | — | | | | | | 361,270 | | | | | | 5.1% | | |
Paul Maleh(7)
|
| | | | 174,212 | | | | | | 31,477 | | | | | | 205,689 | | | | | | 3.0% | | |
Chad Holmes(8)
|
| | | | 41,300 | | | | | | 8,501 | | | | | | 49,801 | | | | | | * | | |
Jonathan Yellin(9)
|
| | | | 22,861 | | | | | | 5,222 | | | | | | 28,083 | | | | | | * | | |
William Concannon(10)
|
| | | | 14,950 | | | | | | — | | | | | | 14,950 | | | | | | * | | |
Robert Holthausen(10)
|
| | | | 10,755 | | | | | | — | | | | | | 10,755 | | | | | | * | | |
Thomas Avery(10)
|
| | | | 15,504 | | | | | | — | | | | | | 15,504 | | | | | | * | | |
Daniel Mahoney(11)
|
| | | | 13,624 | | | | | | — | | | | | | 13,624 | | | | | | * | | |
Richard Booth(10)
|
| | | | 7,539 | | | | | | — | | | | | | 7,539 | | | | | | * | | |
Christine Detrick(10)
|
| | | | 7,243 | | | | | | — | | | | | | 7,243 | | | | | | * | | |
Heather Tookes(10)
|
| | | | 1,867 | | | | | | — | | | | | | 1,867 | | | | | | * | | |
Alva Taylor(10)
|
| | | | 1,987 | | | | | | — | | | | | | 1,987 | | | | | | * | | |
Karen Keenan(10)
|
| | | | 1,008 | | | | | | — | | | | | | 1,008 | | | | | | * | | |
All current directors and executive officers as a group (12 persons)
|
| | | | 312,850 | | | | | | 45,200 | | | | | | 358,050 | | | | | | 5.2% | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock Awards
($)(1)(2)(3)(4) |
| |
Total
($) |
| |||||||||
Thomas Avery
|
| | | | 95,000 | | | | | | 99,921 | | | | | | 194,921 | | |
Richard Booth
|
| | | | 75,000 | | | | | | 99,921 | | | | | | 174,921 | | |
William Concannon
|
| | | | 120,000 | | | | | | 99,921 | | | | | | 219,921 | | |
Christine Detrick
|
| | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
Robert Holthausen
|
| | | | 100,000 | | | | | | 99,921 | | | | | | 199,921 | | |
Alva Taylor
|
| | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
Heather Tookes
|
| | | | 80,000 | | | | | | 99,921 | | | | | | 179,921 | | |
Name
|
| |
Shares (#)
|
| |||
Thomas Avery
|
| | | | 2,892 | | |
Richard Booth
|
| | | | 3,459 | | |
William Concannon
|
| | | | 2,892 | | |
Christine Detrick
|
| | | | 3,385 | | |
Robert Holthausen
|
| | | | 2,892 | | |
Alva Taylor
|
| | | | 1,738 | | |
Heather Tookes
|
| | | | 1,648 | | |
Compensation Program Highlights
|
| |||
Practice
|
| |
Highlights
|
|
Pay for Performance
|
| |
•
Annual Incentive Cash Bonuses. The annual incentive cash bonuses our executive officers are eligible to receive are tied to the achievement of objective financial goals and individual strategic goals tailored to the executive officer.
|
|
| | |
In fiscal 2023, the target payments of annual incentive cash bonuses constituted over 49% of the target cash compensation of our executive officers.(1)
|
|
| | |
•
Performance-Based LTIP Awards. The equity and cash awards granted under our LTIP include performance-vesting restricted stock units (“PRSUs”) and performance-based cash awards, with vesting tied to the achievement of objective financial goals over one or more fiscal years.
|
|
| | |
•
NEO Salary. Our performance is one of the primary factors considered by our compensation committee in determining the salaries of our executive officers, including our chief executive officer.
|
|
Compensation Program Highlights
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| |||
Practice
|
| |
Highlights
|
|
| | |
•
Risk Mitigation. To further ensure that payment under our executive compensation packages is commensurate with our performance, these packages have the features discussed in the “Risk Mitigation” section below.
|
|
Use of Variable, At-Risk Compensation
|
| |
•
Variable, At-Risk Compensation. The compensation packages granted to our executive officers include a significant percentage of variable at-risk compensation, including equity awards, the value of which after granting fluctuates with the performance of our common stock, and cash and equity awards with performance objectives that are tied to our performance.
|
|
| | |
In fiscal 2023, variable, at-risk compensation(2) comprised over 68% of the target total compensation of our executive officers.(3)
|
|
Retention
|
| |
•
Vesting Schedule. The stock options, time-vesting restricted stock units (“RSUs”), and PRSUs granted under our LTIP all vest over at least 4 years, with the first tranche vesting no earlier than the first anniversary of the date of grant. Other than service-based and performance-based cash awards granted to our Canadian employees, which vest over 3 years, all other service-based and performance-based cash awards granted under our LTIP in fiscal 2023 also vest over at least 4 years.
|
|
| | |
•
Minimum First-Year Vesting Tranche. All awards under our amended and restated 2006 equity incentive plan are granted with a minimum one-year vesting period, subject to a carve out for up to 5% of the shares issuable under the plan.
|
|
| | |
•
Dividends. The dividend equivalent rights that accrue with respect to the RSUs and PRSUs granted under our amended and restated 2006 equity incentive plan are subject to vesting on the same terms as the underlying award, and thus cannot be paid or otherwise settled until the underlying award has vested. The plan prohibits the payment of dividends or the accruing of dividend equivalent rights on stock options and stock appreciation rights granted under the plan, and prohibits the payment of dividends, and the settlement of dividend equivalent rights accruing, on unvested full-share awards granted under the plan after July 11, 2018, all as further described below under the heading “Dividends and dividend equivalent rights.”
|
|
Shareholder Alignment
|
| |
•
Annual Incentive Cash Bonuses. The fiscal 2023 annual incentive cash bonuses were tied to the achievement of equally weighted net revenue and profitability goals, motivating both top-line and bottom-line growth. For the chief executive officer, chief financial officer, chief corporate development officer and general counsel, the proportions of the target annual incentive bonus tied to these goals were 70%, 50%, 50% and 50%, respectively.
|
|
Compensation Program Highlights
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| |||
Practice
|
| |
Highlights
|
|
| | |
•
LTIP Equity Awards. The awards that may be granted under our LTIP include equity awards that gain value only as our stock price increases after the date of grant. The grants include PRSUs that are based on revenue growth and profitability measured over a performance period of at least one year. These awards further reinforce our focus on top-line and bottom-line growth.
|
|
Risk Mitigation
|
| |
•
Mix of Compensation. In fiscal 2023, our executive officer compensation contained a mix of salary, annual incentive cash bonuses and long-term incentive equity compensation designed to keep our executive officers motivated without encouraging unnecessary or excessive risk-taking.
|
|
| | |
•
Performance Award Caps/Committee Discretion. The annual incentive cash bonuses that our executive officers were eligible to receive for fiscal 2023 were subject to maximum payment amounts. The payouts are subject to the discretion of our compensation committee, which can reduce or eliminate the amount paid regardless of performance achieved. These factors mitigate the risk of payments that are not commensurate with our actual performance.
|
|
| | |
•
Ownership Guidelines. We have ownership requirements for equity awards granted to our executive officers under our LTIP described in the “Ownership Guidelines” section below, which align our executive officers’ long-term financial interests with those of our shareholders.
|
|
| | |
•
Independent Compensation Consultant. Our compensation committee can seek, and has sought and received, advice regarding the structuring of our compensation programs from an independent compensation consultant.
|
|
| | |
In fiscal 2023, our compensation committee received advice from Semler Brossy Consulting Group, LLC, or “Semler Brossy.” The committee determined that Semler Brossy was independent from us and that no conflicts existed.
|
|
| | |
•
Clawback Policy. We have adopted the compensation recovery policy discussed in the section “Clawback Policy” below.
|
|
No Derivatives, Hedging, Short Sales; Limited Pledging
|
| |
•
Derivatives, Hedging, Short Sales. Our trading policies prohibit transactions in derivatives, hedging or short sales of our common stock.
|
|
| | |
•
Pledging. Our trading policies prohibit pledging our common stock without the approval of our chief executive officer or our general counsel.
|
|
Acceleration Following Change in Control
|
| |
•
Cash Plan Awards. The annual incentive cash bonuses our executive officers are eligible to receive under our cash incentive plan are accelerated in connection with a change in control only if the awards are neither assumed nor substituted for by the acquirer.
|
|
| | |
•
Equity Plan Awards. There is no automatic acceleration of equity awards under our amended and restated 2006 equity incentive plan, or under our form agreements for these awards, in
|
|
Compensation Program Highlights
|
| |||
Practice
|
| |
Highlights
|
|
| | |
connection with a change in control. Acceleration in connection with a change in control of assumed or substituted for equity awards granted under our amended and restated 2006 equity incentive plan is limited to double-trigger acceleration. Acceleration in connection with a change in control of performance awards that are neither assumed nor substituted for is limited to acceleration based on actual performance that is prorated for the portion of the performance period that has been completed. In March 2020, we entered into severance agreements with each of our named executive officers, which provide for the acceleration of certain equity awards held by the applicable named executive officer upon termination of his employment within 12 months following a change in control, as described in this proxy statement under the heading “Compensation of Directors and Executive Officers—Executive compensation—Potential payments upon termination or change in control” below.
|
|
Clawback Policy
|
| |
•
NEOs. In response to recently adopted Nasdaq Stock Market and SEC rules, our board of directors has adopted a policy for the recovery of erroneously awarded compensation, which enables it to seek recoupment of annual or long-term incentive cash or equity compensation (including equity awards granted under our amended and restated 2006 equity incentive plan) from our current or former named executive officers in the event of an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws (excluding restatements resulting from changes to applicable accounting principles).
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|
Ownership Guidelines
|
| |
•
LTIP Awards. The equity awards granted to our executive officers under our LTIP are subject to ownership thresholds, which are set at 400% of annual base salary for our chief executive officer and 300% of annual base salary for each of our other executive officers.
|
|
No NEO Tax Gross Ups
|
| |
•
No NEO Tax Gross Ups. None of our named executive officers has an agreement that provides for any form of tax gross up.
|
|
Limited NEO Perquisites
|
| |
•
Limited NEO Perquisites. Except for modest perquisites, our executive officers receive benefits that are comparable to the benefits provided to our other employees and pay costs and taxes on such perquisites on the same basis as other employees.
|
|
NEO Severance Agreements
|
| |
•
NEO Severance Agreements. Each of our named executive officers has a severance agreement with us that provides severance and other benefits in connection with a termination by us without cause or by the named executive officer for good reason with added benefits if such termination is within 12 months of a change in control.
|
|
Thomas Avery (Chair)
William Concannon
Christine Detrick
Heather Tookes
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1)(2)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5)(6) |
| |
Total ($)
|
| |||||||||||||||||||||
Paul Maleh
|
| | | | 2023 | | | | | | 900,000 | | | | | | — | | | | | | 1,599,955 | | | | | | 1,055,000 | | | | | | 29,238 | | | | | | 3,584,193 | | |
President, chief executive officer
|
| | | | 2022 | | | | | | 900,000 | | | | | | 165,000(7) | | | | | | 1,599,969 | | | | | | 1,094,399 | | | | | | 35,339 | | | | | | 3,794,707 | | |
and chairman of the board
|
| | | | 2021 | | | | | | 850,000 | | | | | | 375,000(8) | | | | | | 1,500,032 | | | | | | 1,085,000 | | | | | | 28,360 | | | | | | 3,838,392 | | |
Daniel Mahoney
|
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 374,990 | | | | | | 380,000 | | | | | | 29,724 | | | | | | 1,234,714 | | |
Executive vice president, chief financial
|
| | | | 2022 | | | | | | 450,000 | | | | | | 70,000(7) | | | | | | 374,991 | | | | | | 385,958 | | | | | | 35,064 | | | | | | 1,316,013 | | |
officer and treasurer
|
| | | | 2021 | | | | | | 400,000 | | | | | | 75,000 | | | | | | 249,994 | | | | | | 315,000 | | | | | | 26,181 | | | | | | 1,066,175 | | |
Chad Holmes
|
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 374,990 | | | | | | 370,000 | | | | | | 21,149 | | | | | | 1,216,139 | | |
Executive vice president and chief
|
| | | | 2022 | | | | | | 450,000 | | | | | | 70,000(7) | | | | | | 374,991 | | | | | | 397,208 | | | | | | 20,581 | | | | | | 1,312,780 | | |
corporate development officer
|
| | | | 2021 | | | | | | 425,000 | | | | | | 75,000 | | | | | | 349,978 | | | | | | 390,000 | | | | | | 19,852 | | | | | | 1,259,830 | | |
Jonathan Yellin
|
| | | | 2023 | | | | | | 450,000 | | | | | | — | | | | | | 324,991 | | | | | | 335,000 | | | | | | 22,139 | | | | | | 1,132,130 | | |
Executive vice president and
|
| | | | 2022 | | | | | | 450,000 | | | | | | 70,000(7) | | | | | | 324,947 | | | | | | 344,247 | | | | | | 26,521 | | | | | | 1,215,715 | | |
general counsel
|
| | | | 2021 | | | | | | 425,000 | | | | | | 114,600(9) | | | | | | 274,973 | | | | | | 345,000 | | | | | | 22,492 | | | | | | 1,182,065 | | |
Name
|
| |
Type of
Award(1) |
| |
Grant
Date(2) |
| |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards |
| |
All Other Stock Estimated
Future Payouts Under Equity Incentive Plan Awards(3) |
| |
Awards:
Number of Shares of Stock or Units (#)(3)(4) |
| |
Grant Date
Fair Value ($)(5) |
| ||||||||||||||||||||||||||||||||||||
|
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#)(3) |
| |
Target
(#)(3) |
| |
Maximum
(#)(3) |
| |||||||||||||||||||||||||||||||||||||||||
Paul Maleh
|
| | | | CIB | | | | | | 4/11/23 | | | | | | 1,100,000 | | | | | | 2,002,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,016 | | | | | | 639,982 | | | ||
| | | PRSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | 4,512 | | | | | | 9,024 | | | | | | 13,536 | | | | | | — | | | | | | 959,973 | | | ||
Daniel Mahoney
|
| | | | CIB | | | | | | 4/11/23 | | | | | | 375,000 | | | | | | 637,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,410 | | | | | | 149,996 | | | ||
| | | PRSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | 1,057 | | | | | | 2,115 | | | | | | 3,172 | | | | | | 224,994 | | | | | | | | | ||
Chad Holmes
|
| | | | CIB | | | | | | 4/11/23 | | | | | | 375,000 | | | | | | 637,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,410 | | | | | | 149,996 | | | ||
| | | PRSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | 1,057 | | | | | | 2,115 | | | | | | 3,172 | | | | | | — | | | | | | 224,994 | | | ||
Jonathan Yellin
|
| | | | CIB | | | | | | 4/11/23 | | | | | | 325,000 | | | | | | 552,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,222 | | | | | | 129,996 | | | ||
| | | PRSU | | | | | | 4/11/23 | | | | | | — | | | | | | — | | | | | | 916 | | | | | | 1,833 | | | | | | 2,749 | | | | | | — | | | | | | 194,995 | | |
| | |
Option Awards
|
| |
Stock Awards(1)
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Type of
Awards(2) |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(7) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(13) |
| |||||||||||||||||||||||||||
Paul Maleh
|
| | | | OPT | | | | | | 16,304 | | | | | | — | | | | | | 44.87 | | | | | | 12/18/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | OPT | | | | | | 15,173 | | | | | | — | | | | | | 47.45 | | | | | | 12/6/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,951(3) | | | | | | 291,706 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,533(4) | | | | | | 448,087 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,762(5) | | | | | | 569,574 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,083(6) | | | | | | 601,305 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,312(8) | | | | | | 525,091 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,161(9) | | | | | | 806,715 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,241(10) | | | | | | 1,111,173 | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,536(11) | | | | | | 1,338,034 | | | ||
Daniel Mahoney
|
| | | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,137(12) | | | | | | 310,092 | | | | | | — | | | | | | — | | |
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 491(3) | | | | | | 48,535 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 755(4) | | | | | | 74,632 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,350(5) | | | | | | 133,448 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,425(6) | | | | | | 140,861 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 885(8) | | | | | | 87,482 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,359(9) | | | | | | 134,337 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,635(10) | | | | | | 260,470 | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,173(11) | | | | | | 313,602 | | | ||
Chad Holmes
|
| | | | OPT | | | | | | 4,076 | | | | | | — | | | | | | 44.87 | | | | | | 12/18/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | OPT | | | | | | 4,425 | | | | | | — | | | | | | 47.45 | | | | | | 12/6/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 688(3) | | | | | | 68,009 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,058(4) | | | | | | 104,583 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,350(5) | | | | | | 133,448 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,425(6) | | | | | | 140,861 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,240(8) | | | | | | 122,574 | | | | | | — | | | | | | — | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,904(9) | | | | | | 188,210 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,635(10) | | | | | | 260,470 | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,173(11) | | | | | | 313,602 | | | ||
Jonathan Yellin
|
| | | | OPT | | | | | | 2,377 | | | | | | — | | | | | | 44.87 | | | | | | 12/18/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | OPT | | | | | | 2,845 | | | | | | — | | | | | | 47.45 | | | | | | 12/6/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 540(3) | | | | | | 53,379 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 831(4) | | | | | | 82,144 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,170(5) | | | | | | 115,655 | | | | | | — | | | | | | — | | | ||
| | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,235(6) | | | | | | 122,080 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 974(8) | | | | | | 96,280 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,496(9) | | | | | | 147,880 | | | | | | | | | | | | | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,283(10) | | | | | | 225,675 | | | ||
| | | PRSU | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,750(11) | | | | | | 271,788 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(1)(2) |
| ||||||||||||
Paul Maleh
|
| | | | 20,000 | | | | | | 1,186,133 | | | | | | 38,021 | | | | | | 4,132,335 | | |
Daniel Mahoney
|
| | | | — | | | | | | — | | | | | | 8,270 | | | | | | 927,311 | | |
Chad Holmes
|
| | | | 6,000 | | | | | | 354,391 | | | | | | 8,972 | | | | | | 974,490 | | |
Jonathan Yellin
|
| | | | — | | | | | | — | | | | | | 6,803 | | | | | | 740,859 | | |
Vesting Date
|
| |
Closing Market
Price ($) |
| |||
12/15/2023
|
| | | | 99.20 | | |
12/05/2023
|
| | | | 95.91 | | |
04/03/2023
|
| | | | 109.55 | | |
03/22/2023
|
| | | | 107.56 | | |
03/10/2023
|
| | | | 111.70 | | |
03/03/2023
|
| | | | 110.48 | | |
with a Change in Control as of December 29, 2023
| | |
Salary
($)(3) |
| |
Target
Incentive Bonus ($)(4) |
| |
Cash
Management Performance Award ($)(5) |
| |
Restricted
Stock Units ($)(6) |
| |
Performance
Restricted Stock Units ($)(7) |
| |
Total Payment
Upon Termination ($) |
| ||||||||||||||||||
Paul Maleh
|
| | | | 1,841,040 | | | | | | 2,200,000 | | | | | | 1,100,000 | | | | | | 3,242,478 | | | | | | 2,003,195 | | | | | | 10,386,713 | | |
Daniel Mahoney
|
| | | | 491,040 | | | | | | 375,000 | | | | | | 375,000 | | | | | | 947,873 | | | | | | 469,538 | | | | | | 2,658,451 | | |
Chad Holmes
|
| | | | 491,040 | | | | | | 375,000 | | | | | | 375,000 | | | | | | 757,685 | | | | | | 469,538 | | | | | | 2,468,263 | | |
Jonathan Yellin
|
| | | | 491,040 | | | | | | 325,000 | | | | | | 325,000 | | | | | | 617,417 | | | | | | 406,867 | | | | | | 2,165,324 | | |
Within 12 Months of a Change in Control as of December 29, 2023
| | |
Salary
($)(3) |
| |
Target
Incentive Bonus ($)(4) |
| |
Cash
Management Performance Award ($)(5) |
| |
Restricted
Stock Units ($)(6) |
| |
Performance
Restricted Stock Units ($)(7) |
| |
Total Payment
Upon Termination or Change in Control ($) |
| ||||||||||||||||||
Paul Maleh
|
| | | | 2,291,040 | | | | | | 2,750,000 | | | | | | 1,100,000 | | | | | | 3,242,478 | | | | | | 2,003,195 | | | | | | 11,386,713 | | |
Daniel Mahoney
|
| | | | 716,040 | | | | | | 562,500 | | | | | | 375,000 | | | | | | 947,873 | | | | | | 469,538 | | | | | | 3,070,951 | | |
Chad Holmes
|
| | | | 716,040 | | | | | | 562,500 | | | | | | 375,000 | | | | | | 757,685 | | | | | | 469,538 | | | | | | 2,880,763 | | |
Jonathan Yellin
|
| | | | 716,040 | | | | | | 487,500 | | | | | | 325,000 | | | | | | 617,417 | | | | | | 406,867 | | | | | | 2,552,824 | | |
| | |
Salary
($) |
| |
Target
Incentive Bonus ($) |
| |
Cash
Management Performance Award ($) |
| |
Stock
Options ($) |
| |
Restricted
Stock Units ($)(1) |
| |
Performance
Restricted Stock Units ($)(2) |
| |
Total Payment
Upon Termination Upon Death, Disability or Retirement ($) |
| |||||||||||||||||||||
Paul Maleh
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,242,478 | | | | | | 2,003,195 | | | | | | 5,245,673 | | |
Daniel Mahoney
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 947,873 | | | | | | 469,538 | | | | | | 1,417,411 | | |
Chad Holmes
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 757,685 | | | | | | 469,538 | | | | | | 1,227,223 | | |
Jonathan Yellin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 617,417 | | | | | | 406,867 | | | | | | 1,024,284 | | |
Jurisdiction
|
| |
Headcount
|
| |||
Australia
|
| | | | 2 | | |
Belgium
|
| | | | 26 | | |
Brazil
|
| | | | 6 | | |
Czech Republic
|
| | | | 1 | | |
France
|
| | | | 3 | | |
Norway
|
| | | | 1 | | |
Switzerland
|
| | | | 11 | | |
Fiscal Year (a) | | | Summary Compensation Table Total for PEO(1) (b) | | | Compensation Actually Paid to PEO(1)(2)(3) (c) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) (e) | | | Value of Initial Fixed $100 Investment Based on(4): | | | Net Income ($ in millions) (h) | | | Net Revenue ($ in millions)(5) (i) | | |||||||||||||||||||||||||||
| Total Shareholder Return (TSR) (f) | | | Peer Group Total Shareholder Return (g) | | ||||||||||||||||||||||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||
Summary Compensation Table Total for PEO | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Less, Value of Stock Awards reported in SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
Plus, Year-end value of awards granted in fiscal year that are unvested and outstanding | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Plus, Change in fair value of prior year awards that are unvested and outstanding | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||
Plus, Fair market value of awards granted in fiscal year that vested in fiscal year | | | | | | | | | | | | | | | | | | | | | | ||||
Plus, Change in fair value (from prior year-end) of prior year awards that vested in fiscal year | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | ||
Less, Prior year-end fair value of awards that failed to vest in fiscal year | | | | | | | | | | | | | | | | | | | | | | ||||
Total Adjustments | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | ||
Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||
Summary Compensation Table Total for Non-PEO NEOs | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Less, Value of Stock Awards reported in SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | |
Plus, Year-end value of awards granted in fiscal year that are unvested and outstanding | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
Plus, Change in fair value of prior year awards that are unvested and outstanding | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||
Plus, Fair market value of awards granted in fiscal year that vested in fiscal year | | | | | | | | | | | | | | | | | | | | | | ||||
Plus, Change in fair value (from prior year-end) of prior year awards that vested in fiscal year | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | ||
Less, Prior year-end fair value of awards that failed to vest in fiscal year | | | | | | | | | | | | | | | | | | | | | | | |||
Total Adjustments | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||
Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: bc_capvstsr-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/bc_capvstsr-4c.jpg)
![[MISSING IMAGE: bc_netincome-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/bc_netincome-4c.jpg)
![[MISSING IMAGE: bc_noncaapnet-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/bc_noncaapnet-4c.jpg)
![[MISSING IMAGE: lc_tsrvspeertsr-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/lc_tsrvspeertsr-4c.jpg)
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Plan category
|
| |
Number of shares
to be issued upon exercise of outstanding options, warrants and rights (#) (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights ($) (b) |
| |
Number of shares
remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (#) (c) |
| |||||||||
Equity compensation plans approved by shareholders
|
| | | | 160,488(1) | | | | | | 46.15(2) | | | | | | 873,104(3) | | |
Equity compensation plans not approved
by stockholders |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 160,488(1) | | | | | | 46.15(2) | | | | | | 873,104(3) | | |
Richard Booth (Chair)
Robert Holthausen
Alva Taylor
Karen Keenan
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Fee category
|
| |
Fiscal 2023
|
| |
Fiscal 2022
|
| ||||||
Audit fees
|
| | | $ | 1,779,847 | | | | | $ | 1,768,385 | | |
Audit-related fees
|
| | | $ | 15,000 | | | | | | — | | |
Tax fees
|
| | | $ | 88,500 | | | | | $ | 42,400 | | |
All other fees
|
| | | | — | | | | | | — | | |
Total fees
|
| | | $ | 1,883,347 | | | | | $ | 1,810,785 | | |
![[MISSING IMAGE: px_24craproxy01pg01-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/px_24craproxy01pg01-4c.jpg)
![[MISSING IMAGE: px_24craproxy01pg02-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001053706/000110465924052934/px_24craproxy01pg02-4c.jpg)