☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
FORIAN INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14(a)-6(i)(1) and 0-11. |
| | Sincerely, | |
| | ||
| | Max Wygod Executive Chairman, Chief Executive Officer and President |
1. | The election of the four director nominees that are set forth in the attached Proxy Statement to serve as Class III directors, whose term will expire in 2027; |
2. | The ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
3. | Such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof. |
| | By Order of the Board of Directors, | |
| | ||
| | Max Wygod Executive Chairman, Chief Executive Officer and President |
Q: | Why am I receiving these materials? |
A: | You have received these proxy materials because our Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares. |
Q: | What is included in these materials? |
A: | These materials include: |
• | this Proxy Statement for the Annual Meeting; |
• | a proxy card for the Annual Meeting; and |
• | the Annual Report. |
Q: | Who is entitled to vote? |
A: | Only stockholders of record as of the Record Date shall be entitled to notice of, and to vote at, the Annual Meeting. During the ten days before the Annual Meeting, you may inspect a list of stockholders eligible to vote. If you would like to inspect the list, please contact our Secretary at 267-376-0525 or [email protected] to arrange a visit to our offices. The list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/FORA2024, which may be accessed using your 16-digit control number that was included in the Notice of Internet Availability of Proxy Materials you received in the mail. |
Q: | How many shares of common stock can vote? |
A: | There were 31,139,797 shares of common stock outstanding as of the Record Date. Each stockholder entitled to vote at the Annual Meeting may cast one vote for each share of common stock owned by such stockholder that has voting power upon each matter considered at the Annual Meeting. Our stockholders do not have the right to cumulate their votes in elections of directors. |
Q: | What may I vote on? |
A: | You may vote on the following matters: |
1. | the election of the four director nominees to serve as Class III directors, whose term will expire in 2027; |
3. | the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024; and |
4. | such other business that may properly come before the Annual Meeting and any adjournment or postponement thereof. |
Q: | Will any other business be presented for action by stockholders at the Annual Meeting? |
A: | Management knows of no business that will be presented at the Annual Meeting other than Proposals 1 and 2. If any other matter properly comes before the Annual Meeting, the persons named as proxies in the accompanying proxy card intend to vote the proxies (which confer discretionary authority to vote on such matters) in accordance with their judgment on the matter. |
Q: | How does our Board recommend that I vote on each of the proposals? |
A: | Our Board recommends a vote “FOR” each of the director nominees and “FOR” the ratification of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
Q: | How do I vote my shares? |
A: | The answer depends on whether you own your shares of common stock of the Company directly (that is, you hold shares that show your name as the registered stockholder) or if your shares are held in a brokerage account or by another nominee holder. |
○ | If you wish to vote by Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your Internet vote must be received by 11:59 p.m. Eastern Time on June 11, 2024 to be counted. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. |
○ | If you wish to vote by telephone, dial toll-free 800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 11, 2024 to be counted. |
○ | If you wish to vote by mail, simply complete, sign and date the proxy card that may be delivered 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. |
○ | If you sign your proxy card but do not indicate how you wish to vote, the proxies will vote your shares “FOR” each of the four director nominees, “FOR” the ratification of Marcum LLP as our independent registered public accounting firm, and, in their discretion, on any other matter that properly comes before the Annual Meeting. Unsigned proxy cards will not be counted. |
○ | If you wish to vote at the Annual Meeting, attend the live webcast at www.virtualshareholdermeeting.com/FORA2024 and use your 16-digit control number included in the Notice, the proxy card, or in the instructions that accompany your proxy materials. |
Q: | What do I need to do to attend the Annual Meeting virtually? |
A: | In order to attend our Annual Meeting live via the Internet, you must register at www.virtualshareholdermeeting.com/FORA2024 and use your 16-digit control number included in the Notice. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a 16-digit control number included in the Notice in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/FORA2024. |
Q: | Will I have the same participation rights in this virtual-only stockholder meeting as I would have at an in-person stockholder meeting? |
A: | Yes. If you register to attend, and attend, the Annual Meeting pursuant to the instructions above, you will be able to vote online during the Annual Meeting, change a vote you may have submitted previously, or ask questions online that will be reviewed and answered by the speakers. |
Q: | What is a proxy? |
A: | A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxy our Executive Chairman, Chief Executive Officer and President, Max Wygod. He may act on your behalf and will have the authority to appoint a substitute to act as proxy. Whether or not you expect to attend the Annual Meeting, we request that you please use the means available to you to vote by proxy so as to ensure that your shares of common stock may be voted. |
Q: | What is the effect if I fail to give voting instructions to my broker or other nominee? |
A: | If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other organization how to vote your shares (or do not provide instructions by the deadline prescribed by it), your broker, bank or other organization may still be able to vote your shares in its discretion. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the Nasdaq Stock Market (“Nasdaq”), “non-routine” matters may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, including the advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation. Proposal 1 is considered to be non-routine. Proposal 2 is considered to be routine. |
Q: | What if I want to change my vote or revoke my proxy? |
A: | A registered stockholder may change their vote or revoke their proxy at any time before the Annual Meeting by (i) going www.virtualshareholdermeeting.com/FORA2024 and log in using and use your 16-digit control number included in the Notice of Internet Availability of Proxy Materials, (ii) attending and voting at the Annual Meeting, or (iii) submitting a later dated proxy card. We will count your vote in accordance with the last instructions we receive from you prior to the closing of the polls, whether your instructions are received by mail or at the Annual Meeting. If you hold your shares through a broker, bank or other nominee and wish to change your vote, you must follow the procedures required by your nominee. |
Q: | What is a quorum? |
A: | The holders of one-third of the 31,139,797 shares of our common stock outstanding as of the Record Date, either present or represented by proxy, constitutes a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present by attendance the Annual Meeting or represented by proxy, the stockholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting until a quorum is present. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting. |
Q: | What vote is required to approve each proposal? |
A: | The vote required for each Proposal is described below: |
○ | Election of Class III directors: A plurality of the votes cast at the Annual Meeting is required for the election of directors. This means that the four director nominees with the most votes for a particular director seat are elected to that seat. You may choose to vote or withhold your vote for such nominees. A properly executed proxy marked “WITHHOLD” with respect to the election of a director will not be voted with respect to the director indicated and will have no impact on the election of directors, although it will be counted for the purposes of determining whether there is a quorum. |
○ | Ratification of our independent registered public accounting firm: A majority of the shares of stock that are present or represented by proxy and entitled to vote at the Annual Meeting must be voted in favor of the proposal. A properly executed proxy marked “ABSTAIN” with respect to the proposal will not be voted, although it will be counted for purposes of determining the number of shares of common stock present or represented by proxy and entitled to vote. Accordingly, if you choose to “ABSTAIN” with respect to either proposal, your abstention has the same effect as a vote “AGAINST.” |
Q: | What if additional proposals are presented at the Annual Meeting? |
A: | We do not intend to bring any other matter for a vote at the Annual Meeting and we do not know of anyone else who intends to do so. However, with respect to any other business that properly comes before the Annual Meeting, your proxies are authorized to vote on your behalf using their judgment. |
Q: | Do the directors and officers of the Company have an interest in the outcome of the matters to be voted on? |
A: | Our directors and officers will not receive any special benefit as a result of the outcome of the matters to be voted on, except that our directors will receive compensation for such service as described later in this Proxy Statement under the headings “EXECUTIVE COMPENSATION” and “DIRECTOR COMPENSATION.” |
Q: | How many shares do the directors and officers of the Company beneficially own and how do they plan to vote their shares? |
A: | Directors and executive officers, who, as of the Record Date, had beneficial ownership (or had the right to acquire beneficial ownership within sixty days following the Record Date) of approximately 25.7% of our outstanding common stock, are expected to vote, or direct the voting of their shares, in favor of the election of the four Class III director nominees set forth in this Proxy Statement and in favor of the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024. |
Q: | Who will count the votes? |
A: | Broadridge will count the votes cast by proxy. A representative of Broadridge will count the votes cast at the Annual Meeting and will serve as the inspector of election. |
Q: | Who can attend the Annual Meeting? |
A: | All stockholders as of the Record Date are invited to virtually attend the Annual Meeting. |
Q: | Who pays the costs of this proxy solicitation? |
A: | The Company will pay all the costs of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies by telephone, or by other means of communication and they will not be paid any additional compensation for solicitation. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
Q: | Where can you find the voting results? |
A: | Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual |
Q: | Who is our independent registered public accounting firm and will they be represented at the Annual Meeting? |
A: | Marcum LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2023 and audited our financial statements for such fiscal year. Marcum LLP has been selected by our Audit Committee to serve in the same role and to provide the same services for the fiscal year ending December 31, 2024. We expect that one or more representatives of Marcum LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the end of the Annual Meeting. |
Q: | Why are you being asked to ratify the selection of Marcum LLP? |
A: | Although stockholder approval of our Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, the Audit Committee has agreed to reconsider its appointment of Marcum LLP, but will not be required to take any action. |
Name | | | Director Since | | | Age | | | Independent | | | Position | | | Board Committees | ||||||
| Audit | | | Compensation | | | Nominating | ||||||||||||||
Ian G. Banwell | | | 2021 | | | 60 | | | ✔ | | | Director | | | ✔ | | | ✔ | | | |
Adam Dublin | | | 2021 | | | 58 | | | | | Chief Strategy Officer and Director | | | | | | | ||||
Alyssa Varadhan | | | 2021 | | | 43 | | | ✔ | | | Director | | | | | | | ✔ | ||
Max C. Wygod | | | 2021 | | | 36 | | | | | Executive Chairman, Chief Executive Officer and President | | | | | | |
Name | | | Director Since | | | Age | | | Independent | | | Position | | | Board Committees | ||||||
| Audit | | | Compensation | | | Nominating | ||||||||||||||
Mark J. Adler, M.D. | | | 2021 | | | 67 | | | ✔ | | | Director | | | | | ✔ | | | ||
Jennifer Hajj | | | 2021 | | | 40 | | | ✔ | | | Director | | | | | | | ✔ | ||
Shahir Kassam-Adams | | | 2021 | | | 64 | | | ✔ | | | Director | | | | | | | |||
Stanley S. Trotman, Jr. | | | 2021 | | | 80 | | | ✔ | | | Director | | | ✔ | | | ✔ | | | |
Kristiina Vuori, M.D., Ph.D. | | | 2021 | | | 56 | | | ✔ | | | Director | | | ✔ | | | | |
• | appointing, approving the compensation of and assessing the independence of our registered public accounting firm; |
• | overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; |
• | reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures; |
• | coordinating our Board’s oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; |
• | discussing our risk management policies; |
• | meeting independently with our internal auditing staff, if any, registered public accounting firm and management; |
• | reviewing and approving or ratifying any related person transactions; and |
• | preparing the audit committee report required by SEC rules. |
• | reviewing and approving, or recommending for approval by our Board, the compensation of our Chief Executive Officer and other executive officers; |
• | overseeing and administering our cash and equity incentive plans; |
• | reviewing and making recommendations to our Board with respect to director compensation; and |
• | preparing the annual compensation committee report by SEC rules, to the extent required. |
• | identifying individuals qualified to become Board members; |
• | recommending to our Board the persons to be nominated for election as directors and to each Board committee; |
• | developing and recommending to our Board corporate governance guidelines and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and |
• | overseeing a periodic evaluation of our Board. |
Board Diversity Matrix (As of April 29, 2024) | ||||||||||||
Total Number of Directors | | | | | 9 | |||||||
| | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | ||||
Directors | | | 3 | | | 6 | | | | | ||
Part II: Demographic Background | | | | | | | | | ||||
African American or Black | | | | | | | | | ||||
Alaskan Native or Native American | | | | | | | | | ||||
Asian | | | | | 1 | | | | | |||
Hispanic or Latino | | | | | | | | | ||||
Native Hawaiian or Pacific Islander | | | | | | | | | ||||
White | | | 3 | | | 5 | | | | | ||
Two or More Races or Ethnicities | | | | | | | | | ||||
LGBTQ+ | | | | | | | | | ||||
Did Not Disclose Demographic Background | | | 1 |
| | Audit Committee: Ian G. Banwell Stanley S. Trotman, Jr. Kristiina Vuori |
• | each stockholder known by the Company to own beneficially more than 5% of our common stock; |
• | each of our named executive officers (as that term is defined later in this Proxy Statement under the heading “EXECUTIVE COMPENSATION”); |
• | each of our directors; and |
• | all directors and executive officers as a group. |
Name of Beneficial Owner | | | Number of Shares of Common Stock | | | Percentage of Class |
Named Executive Officers and Directors: | | | | | ||
Mark J. Adler, M.D.(1) | | | 57,583 | | | * |
Ian G. Banwell(2) | | | 126,034 | | | * |
Daniel Barton | | | 747,080 | | | 2.4% |
Adam Dublin | | | 2,321,027 | | | 7.6% |
Jennifer Hajj(3) | | | 31,250 | | | * |
Shahir Kassam-Adams(4) | | | 197,434 | | | * |
Edward Spaniel, Jr.(5) | | | 2,928,505 | | | 9.3% |
Stanley S. Trotman, Jr.(6) | | | 172,500 | | | * |
Alyssa Varadhan(7) | | | 26,250 | | | * |
Michael Vesey(8) | | | 426,015 | | | 1.4% |
Kristiina Vuori, M.D., Ph.D.(9) | | | 50,007 | | | * |
Max C. Wygod | | | 1,132,748 | | | 3.6% |
Directors and Executive Officers as a group (12 individuals) | | | 8,266,433 | | | 25.7% |
Beneficial Owners of more than 5% of our common stock: | | | | | ||
Thomas Coleman(10) | | | 1,910,147 | | | 6.1% |
Phyllis Dublin(11) | | | 1,831,526 | | | 5.9% |
Larry N. Feinberg(12) | | | 1,819,527 | | | 5.8% |
Anthony Vuolo(13) | | | 4,015,795 | | | 12.9% |
Pamela Wygod(14) | | | 3,094,089 | | | 9.8% |
* | Represents beneficial ownership of less than one percent (1%). |
(1) | Includes (i) 35,083 shares held by Dr. Adler and (ii) 22,500 shares issuable to Dr. Adler pursuant to options exercisable within 60 days of April 26, 2024. |
(2) | Includes (i) 3,750 shares held by Mr. Banwell; (ii) 99,784 shares held by Mr. Banwell’s spouse; and (iii) 22,500 shares issuable to Mr. Banwell pursuant to options exercisable within 60 days of April 26, 2024. |
(3) | Includes (i) 3,750 shares held by Ms. Hajj; (ii) 5,000 shares held by Ms. Hajj’s spouse; and (iii) 22,500 shares issuable to Ms. Hajj pursuant to options exercisable within 60 days of April 26, 2024. |
(4) | Includes (i) 174,934 shares held by Mr. Kassam-Adams and (ii) 22,500 shares issuable to Mr. Kassam-Adams pursuant to options exercisable within 60 days of April 26, 2024. |
(5) | Includes (i) 634,397 shares held by Mr. Spaniel; (ii) 462,582 shares issuable to Mr. Spaniel pursuant to options exercisable within 60 days of April 26, 2024; and (iii) 1,831,526 shares held by The Adam H. Dublin 2019 Family Trust of which Mr. Spaniel is co-trustee and has joint investment and dispositive power. Mr. Spaniel disclaims beneficial ownership of the shares held by The Adam H. Dublin 2019 Family Trust. |
(6) | Includes (i) 150,000 shares held by Mr. Trotman and (ii) 22,500 shares issuable to Mr. Trotman pursuant to options exercisable within 60 days of April 26, 2024. |
(7) | Includes (i) 3,750 shares held by Ms. Varadhan and (ii) 22,500 shares issuable to Ms. Varadhan pursuant to options exercisable within 60 days of April 26, 2024. |
(8) | Includes (i) 27,578 shares held by Mr. Vesey and (ii) 398,437 shares issuable to Mr. Vesey pursuant to options exercisable within 60 days of April 26, 2024. |
(9) | Includes (i) 27,507 shares of held by Dr. Vuori and (ii) 22,500 shares issuable to Dr. Vuori pursuant to an option exercisable within 60 days of April 26, 2024. |
(10) | Based solely on the information included in the most recently available Schedule 13G filed with the SEC on February 14, 2022 by Thomas J. Coleman (“Coleman”). The address for Coleman listed in the Schedule 13G is 55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830. |
(11) | These shares are held by The Adam H. Dublin 2019 Family Trust of which Ms. Dublin is co-trustee and has joint investment and dispositive power. |
(12) | Based solely on the information included in the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by Larry N. Feinberg. Aggregate amount for Mr. Feinberg includes 281,380 shares held by Mr. Feinberg, 72,234 shares held by Oracle Ten Fund, L.P. (“Ten Fund”), 28,000 shares held by Oracle Investment Management, Inc. Employees’ Retirement Plan (the “Retirement Plan”), 7,200 shares held by The Feinberg Family Foundation (the “Foundation”), 179,114 shares held by Oracle Institutional Partners, L.P. (“Institutional Partners”), 1,251,599 shares beneficially owned by Oracle Partners, L.P. (“Partners”), 1,502,947 shares beneficially owned by Oracle Associates, LLC (“OAL”) and 1,530,947 shares beneficially owned by Oracle Investment Management, Inc. (“OIM”). Mr. Feinberg reported shared voting and dispositive power with respect to 1,538,147 shares of our common stock. Mr. Feinberg serves as the managing member of OAL, the general partner of Ten Fund, Partners and Institutional Partners, and accordingly, may be deemed to be the indirect beneficial owner of the shares beneficially owned by Ten Fund, Partners and Institutional Partners. Mr. Feinberg is the sole shareholder, director and president of OIM, which serves as investment manager to Ten Fund and the Retirement Plan, and accordingly, may be deemed to be the beneficial owner of the shares beneficially owned by Ten Fund and the Retirement Plan. Mr. Feinberg is the trustee of the Foundation, and accordingly may be deemed to be the beneficial owner of the shares beneficially owned by the Foundation. Mr. Feinberg disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. The address of the principal business office of such reporting persons is 77 W. Putnam Avenue, Greenwich, Connecticut 06830. |
(13) | Includes (i) 370,396 shares held directly by Mr. Vuolo and (ii) 3,645,399 shares held by the Max Wygod Dynasty Trust of which Mr. Vuolo is trustee and has sole investment and dispositive power. Mr. Vuolo disclaims beneficial ownership of the shares held by the Max Wygod Dynasty Trust. |
(14) | Mrs. Wygod is the spouse of Martin J. Wygod, who served as a Class I director of the Company until his death on April 11, 2024. |
Name | | | Age | | | Position |
Max Wygod | | | 36 | | | Executive Chairman, Chief Executive Officer and President |
Adam Dublin | | | 58 | | | Chief Strategy Officer and Director |
Edward Spaniel, Jr. | | | 54 | | | Executive Vice President, General Counsel and Secretary |
Michael Vesey | | | 62 | | | Chief Financial Officer |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
Dan Barton(2) Former Chief Executive Officer | | | 2023 | | | 28,846 | | | — | | | — | | | — | | | — | | | 599,832(3) | | | 628,678 |
| 2022 | | | 250,000 | | | — | | | — | | | — | | | 87,500 | | | — | | | 337,500 | ||
| | | | | | | | | | | | | | | | |||||||||
Max C. Wygod(2) Executive Chairman, Chief Executive Officer and President | | | 2023 | | | 75,000 | | | — | | | 758,000 | | | — | | | — | | | — | | | 833,000 |
| 2022 | | | 75,000 | | | — | | | — | | | — | | | — | | | — | | | 75,000 | ||
| | | | | | | | | | | | | | | | |||||||||
Edward Spaniel, Jr. EVP, General Counsel and Sec. | | | 2023 | | | 310,080 | | | — | | | 227,400 | | | 500,363 | | | 93,636 | | | — | | | 1,131,479 |
| 2022 | | | 304,000 | | | — | | | — | | | 545,412 | | | 91,800 | | | — | | | 941,212 | ||
| | | | | | | | | | | | | | | | |||||||||
Michael Vesey Chief Financial Officer | | | 2023 | | | 310,080 | | | — | | | 189,500 | | | 500,363 | | | 156,060 | | | — | | | 1,156,003 |
| 2022 | | | 304,000 | | | — | | | — | | | 545,412 | | | 153,000 | | | — | | | 1,002,412 |
(1) | The amounts reported in these columns represent the aggregate grant date fair value of RSUs and options to purchase shares of our common stock, as applicable, computed in accordance with FASB ASC Topic No. 718. See Note 12 of the Notes to our Consolidated Financial Statements included in our Annual Report for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. These amounts do not purport to reflect the value that will be recognized by the NEOs upon sale of the underlying securities. |
(2) | Mr. Barton resigned as Chief Executive Officer of the Company on February 10, 2023 and the Company’s Executive Chairman, Max Wygod, was appointed Chief Executive Officer and President as of such date. |
(3) | Represents cash severance in the amount of $250,000 and the fair market value of 106,656 shares of Forian common stock for which vesting was accelerated, in each case in accordance with the terms and conditions of a separation agreement with Mr. Barton. |
| | | | Option Awards | | | Stock Awards | ||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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 ($) |
Dan Barton(1) | | | 3/4/21 | | | — | | | — | | | — | | | — | | | — | | | — |
Max C. Wygod | | | 2/13/23 | | | — | | | — | | | — | | | — | | | 200,000(2) | | | 664,000 |
Edward Spaniel, Jr. | | | 3/5/21 | | | 256,650 | | | 128,350(3) | | | 12.18 | | | 3/5/31 | | | 50,000(4) | | | 166,000 |
| 5/11/22 | | | 75,000 | | | 125,000(5) | | | 2.98 | | | 5/11/32 | | | — | | | — | ||
| 2/13/23 | | | — | | | 185,000(6) | | | 3.79 | | | 2/13/33 | | | 60,000(7) | | | 199,200 | ||
Michael Vesey | | | 9/2/21 | | | 196,875 | | | 153,125(8) | | | 10.62 | | | 9/2/31 | | | 20,000(9) | | | 66,400 |
| 5/11/22 | | | 75,000 | | | 125,000(10) | | | 2.98 | | | 5/11/32 | | | — | | | — | ||
| 2/13/23 | | | — | | | 185,000(11) | | | 3.79 | | | 2/13/33 | | | 50,000(12) | | | 166,000 |
(1) | On March 2, 2021, in connection with the closing of the business combination and in exchange for previously held options and profits interests in MOR, Mr. Barton received 413,338 shares of restricted stock which vest in thirty-one equal monthly installments commencing on March 30, 2021. The unvested shares of restricted stock outstanding as of February 10, 2023, the date of Mr. Barton’s separation from the Company, were accelerated as of such date in accordance with our separation agreement with Mr. Barton. |
(2) | On February 13, 2023, Mr. Wygod was granted 200,000 restricted stock units which vest in four equal annual installments beginning on February 13, 2024. |
(3) | On March 5, 2021, Mr. Spaniel was granted an option to purchase 385,000 shares of common stock which vests 25% on March 1, 2022 and 75% in thirty-six equal monthly installments thereafter. |
(4) | On March 5, 2021, Mr. Spaniel was granted 100,000 restricted stock units which vest in four equal annual installments beginning on March 1, 2022. |
(5) | On May 11, 2022, Mr. Spaniel was granted an option purchase 200,000 shares of common stock which vests 25% on May 11, 2023 and 75% in twelve equal quarterly installments beginning on August 11, 2023. |
(6) | On February 13, 2023, Mr. Spaniel was granted an option purchase 185,000 shares of common stock which vests 25% on February 13, 2024 and 75% in twelve equal quarterly installments beginning on May 13, 2024. |
(7) | On February 13, 2023, Mr. Spaniel was granted 60,000 restricted stock units which vest in four equal annual installments beginning on February 13, 2024. |
(8) | On September 2, 2021, Mr. Vesey was granted an option to purchase 350,000 shares of common stock which vests 25% on September 2, 2022 and 75% in twelve equal quarterly installments beginning December 2, 2022. |
(9) | On September 2, 2021, Mr. Vesey was granted 40,000 restricted stock units which vest in four equal annual installments beginning on September 2, 2022. |
(10) | On May 11, 2022, Mr. Vesey was granted an option purchase 200,000 shares of common stock which vests 25% on May 11, 2023 and 75% in twelve equal quarterly installments beginning on August 11, 2023. |
(11) | On February 13, 2023, Mr. Vesey was granted an option purchase 185,000 shares of common stock which vests 25% on February 13, 2024 and 75% in twelve equal quarterly installments beginning on May 13, 2024. |
(12) | On February 13, 2023, Mr. Vesey was granted 50,000 restricted stock units which vest in four equal annual installments beginning on February 13, 2024. |
Plan category | | | Number of securities 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 securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) |
Equity compensation plans approved by security holders | | | 3,490,544 | | | $6.77 | | | 2,274,450 |
Equity compensation plans not approved by security holders | | | 350,000 | | | $10.62 | | | — |
Total | | | 3,840,544 | | | $7.12 | | | 2,274,450 |
Name | | | Fees earned or paid in cash ($) | | | Option Awards ($)(1) | | | Total Compensation ($) |
Mark J. Adler, M.D. | | | — | | | 33,416 | | | 33,416 |
Ian G. Banwell | | | — | | | 33,416 | | | 33,416 |
Jennifer Hajj | | | — | | | 33,416 | | | 33,416 |
Shahir Kassam-Adams | | | — | | | 33,416 | | | 33,416 |
Stanley S. Trotman, Jr. | | | — | | | 33,416 | | | 33,416 |
Alyssa F. Varadhan | | | — | | | 33,416 | | | 33,416 |
Kristiina Vuori, M.D., Ph.D. | | | — | | | 33,416 | | | 33,416 |
Martin J. Wygod(2) | | | — | | | — | | | — |
(1) | The amounts reported in these columns represent the aggregate grant date fair value of the options to purchase 15,000 shares of our common stock at an exercise price of $3.14, computed in accordance with FASB ASC Topic No. 718. See Note 12 of the Notes to our Consolidated Financial Statements included in our Annual Report for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. These amounts do not purport to reflect the value that will be recognized by the directors upon sale of the underlying securities. |
(2) | Martin J. Wygod served as a Class I director of the Company until his death on April 11, 2024. |
| | 2023 | | | 2022 | |
Audit Fees(1) | | | $385,000 | | | $446,300 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees(2) | | | — | | | $6,000 |
Total Fees | | | $385,000 | | | $452,300 |
(1) | Audit Fees: Consists of fees billed for professional services rendered in connection with quarterly reviews and the audit of our financial statements as of and for the years ended December 31, 2023 and 2022. |
(2) | All Other Fees: Consists of fees billed for professional services rendered in connection with registration statements and amendments thereto filed with the SEC relating to our business combination transaction and stock based compensation plans. |
• | no earlier than December 30, 2024; and |
• | no later than January 29, 2025; or |
• | if the 2025 Annual Meeting will be held be on or before May 13, 2025 or on or after July 12, 2025, then no earlier than the close of business on the 120th day prior to the 2024 Annual Meeting and not later than the close of business on the later of (A) the 90th day prior to the 2024 Annual Meeting and (B) the 10th day following the day on which notice of the date of the 2024 Annual Meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that our Board, or such person or persons requested by a majority of our Board to call special meetings, has determined that directors shall be elected at such special meeting and provided further that the nomination made by the stockholder is for one of the director positions that our Board, or such person or persons requested by a majority of our Board to call special meetings, as the case may be, has determined will be filled at such special meeting not later than the close of business on the later of (x) the 90th day prior to such special meeting and (y) the 10th day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. |
| | By Order of the Board of Directors, | |
| | ||
| | Max Wygod Executive Chairman, Chief Executive Officer and President |