Filed by the Registrant
|
☒
|
Filed by a Party other than the Registrant
|
☐
|
Check the appropriate box:
|
|
☐
|
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 Pursuant to Section 240.14a-12
|
Payment of Filing Fee (Check all boxes that apply):
|
|
☒
|
No fee required.
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
|
To elect eight directors for the coming year.
|
2.
|
To approve the Company’s 2024 Equity Participation Plan.
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3.
|
To ratify the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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4.
|
To hold a non-binding advisory vote to approve the Company’s executive compensation.
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5.
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To transact such other business as may properly come before the meeting.
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS
POSSIBLE. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS IN THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL OR, IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS,
YOUR ENCLOSED PROXY CARD. ANY STOCKHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. THOSE VOTING BY
INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE.
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(i)
|
FOR the nominees named in the proxy to our Board of
Directors;
|
(ii)
|
FOR the approval of our 2024 Equity Participation Plan (the
“2024 Plan”);
|
(iii)
|
FOR the ratification of the selection of Marcum LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2024;
|
(iv)
|
FOR the approval of the compensation of our named
executive officers.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards(1)
|
Option Awards(1)
|
Non-Equity
Incentive Plan
Compensation
|
All Other
Compensation
|
Total
|
|||||||||||||||||||||
Meryl S. Golden
|
2023
|
$
|
500,000
|
$
|
-
|
$
|
136,500
|
(2)
|
$
|
-
|
$
|
-
|
$
|
25,200
|
(5)
|
$
|
661,700
|
||||||||||||
Chief Executive Officer
and President
|
2022
|
$
|
500,000
|
$
|
-
|
$
|
150,000
|
(3)
|
$
|
-
|
$
|
-
|
$
|
24,200
|
(6)
|
$
|
674,200
|
||||||||||||
Barry B. Goldstein
|
2023
|
$
|
450,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
22,200
|
(7)
|
$
|
472,200
|
|||||||||||||
Executive Chairman of
the Board; formerly
Chief Executive Officer
|
2022
|
$
|
500,000
|
$
|
-
|
$
|
136,500
|
(4)
|
$
|
-
|
$
|
-
|
$
|
24,200
|
(8)
|
$
|
660,700
|
||||||||||||
Sarah (Minlei) Chen
|
2023
|
$
|
347,750
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,588
|
(9)
|
$
|
355,338
|
|||||||||||||
Chief Actuary; Senior
Vice President,
Kingstone Insurance
Company
|
2022
|
$
|
306,620
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,994
|
(9)
|
$
|
313,614
|
(1)
|
Amounts reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC
Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, available electronically to our stockholders.
|
(2)
|
In January 2023, Ms. Golden was granted 101,111 shares of restricted common stock under our Amended and Restated 2014 Equity Participation Plan (the “2014 Plan”).
Such grant vested to the extent of 50,556 shares on the first anniversary of the date of grant and vests to the extent of 50,555 shares on the second anniversary of the date of grant. See “Termination of Employment and Change-in-Control
Arrangements – Meryl Golden” below for a discussion of certain provisions relating to the restricted stock granted to Ms. Golden.
|
(3)
|
In January 2022, Ms. Golden was granted 30,000 shares of restricted common stock under the 2014 Plan. Such grant vested to the extent of 10,000 shares on each of the
first and second anniversaries of the date of grant and vests to the extent of 10,000 shares on the third anniversary of the date of grant. See “Termination of Employment and Change-in-Control Arrangements – Meryl Golden” below for a
discussion of certain provisions relating to the restricted stock granted to Ms. Golden.
|
(4)
|
In January 2022, Mr. Goldstein was granted 27,300 shares of restricted common stock under the 2014 Plan. Such grant vests on December 30, 2024. See “Termination of
Employment and Change-in-Control Arrangements – Barry B. Goldstein” below for a discussion of certain provisions relating to the restricted stock granted to Mr. Goldstein.
|
(5)
|
Represents employer matching contributions under our defined contribution plan of $13,200 and a car allowance of $12,000.
|
(6)
|
Represents employer matching contributions under our defined contribution plan of $12,200 and a car allowance of $12,000.
|
(7)
|
Represents employer matching contributions under our defined contribution plan of $13,200 and a car allowance of $9,000.
|
(8)
|
Represents employer matching contributions under our defined contribution plan of $12,200 and a car allowance of $12,000.
|
(9)
|
Represents employer matching contributions under our defined contribution plan.
|
Fiscal
Year
|
Summary
Compensation
Table Total for
CEO – M. Golden (b1) (1)
|
Summary
Compensation
Table Total for
CEO – B. Goldstein
(b2) (2)
|
Compensation
Actually Paid to
CEO – M. Golden
(c1) (3)
|
Compensation
Actually Paid to
CEO – B. Goldstein
(c2) (3)
|
Average Summary
Compensation
Table for
Non-CEO NEOs(4)
|
Average
Compensation
Actually Paid to
Non-CEO NEOs(5)
|
Value of Initial
Fixed $100 Investment
Based On
Total
Stockholder
Return(6)
|
Net Loss(7)
|
||||||||||||||||||||||||
2023
|
$
|
661,710
|
$
|
472,200
|
$
|
766,188
|
$
|
615,791
|
$
|
355,338
|
$
|
359,090
|
$
|
150.00
|
$
|
(6,168,346
|
)
|
|||||||||||||||
2022
|
-
|
$
|
660,700
|
-
|
$
|
(64,300
|
)
|
$
|
493,907
|
$
|
387,280
|
$
|
111.66
|
$
|
(22,524,794
|
)
|
||||||||||||||||
2021
|
-
|
$
|
1,921,435
|
-
|
$
|
1,601,697
|
$
|
542,622
|
$
|
511,682
|
$
|
67.48
|
$
|
(7,378,301
|
)
|
(1)
|
The dollar amount reported is the amount of total compensation reported in the “Total” column of our Summary Compensation Table for Meryl S. Golden for 2023. Ms.
Golden was not CEO in 2021 or 2022. She became CEO on October 1, 2023.
|
(2)
|
The dollar amounts reported are the amounts of total compensation reported in the “Total” column of our Summary Compensation Table for Barry B. Goldstein for 2021, 2022 and 2023. Mr. Goldstien served as CEO
through September 30, 2023.
|
(3)
|
The dollar amounts disclosed in Columns (c1) and (c2) represent the amount of “compensation actually paid,” as computed in accordance with SEC rules for Ms. Golden and Mr. Goldstein. The dollar amounts do not
reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:
|
Fiscal
Year
|
Reported
Summary Compensation
Table Total for CEO
|
Less:
Reported
Value of Equity
Awards(a)
|
Plus:
Equity
Award
Adjustments(b)
|
Equals:
Compensation Actually Paid to CEO
|
2023
|
$661,710
|
$136,500
|
$240,978
|
$766,188
|
2022
|
-
|
-
|
-
|
-
|
2021
|
-
|
-
|
-
|
-
|
Fiscal
Year
|
Reported
Summary Compensation
Table Total for CEO
|
Less:
Reported
Value of Equity
Awards(a)
|
Plus:
Equity
Award
Adjustments(b)
|
Equals:
Compensation Actually Paid to CEO
|
2023
|
$472,200
|
$-
|
$143,591
|
$615,791
|
2022
|
$660,700
|
$136,500
|
$(588,500)
|
$(64,300)
|
2021
|
$1,921,435
|
$1,386,500
|
$1,066,762
|
$1,601,697
|
(a)
|
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in our Summary Compensation Table for the
applicable year.
|
|
(b)
|
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in
prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior
fiscal year) in fair value. There were no awards vested in the year they were granted. The amounts deducted or added in calculating the equity award adjustments are as follows:
|
Fair Value of Equity Awards for CEO
|
2023
|
2022
|
2021
|
As of year-end for unvested awards granted during the year
|
$215,366
|
-
|
-
|
Year-over-year increase of unvested awards granted in prior years
|
$24,024
|
-
|
-
|
Increase from prior fiscal year-end for awards granted in prior years that vested during the year
|
$1,588
|
-
|
-
|
Total Equity Award Adjustments
|
$240,978
|
-
|
-
|
Fair Value of Equity Awards for CEO
|
2023
|
2022
|
2021
|
As of year-end for unvested awards granted during the year
|
$-0-
|
$36,855
|
$1,258,845
|
Year-over-year increase (decrease) of unvested awards granted in prior years
|
$143,591
|
$(671,932)
|
$(192,083)
|
Increase (decrease) from prior fiscal year-end for awards granted in prior years that vested during the year
|
$-0-
|
$46,577
|
$-0-
|
Total Equity Award Adjustments
|
$143,591
|
$(588,500)
|
$1,066,762
|
(4)
|
The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of our Summary
Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts for each applicable year are Ms. Golden and Ms. Chen for 2021 and 2022 and Ms. Chen for
2023.
|
(5)
|
The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with
SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were
made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
|
Fiscal
Year
|
Average Reported
Summary Compensation
Table Total for
Non-CEO NEOs
|
Less:
Average Reported
Value of
Equity Awards
|
Plus:
Average Equity
Award
Adjustments(a)
|
Equals:
Average Compensation
Actually Paid to
Non-CEO NEOs
|
2023
|
$355,338
|
$-
|
$3,752
|
$359,090
|
2022
|
$493,907
|
$75,000
|
$(31,627)
|
$387,280
|
2021
|
$542,622
|
$123,770
|
$92,830
|
$511,682
|
(a)
|
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
|
Average Fair Value of Equity Awards for Non-CEO NEOs
|
2023
|
2022
|
2021
|
As of year-end for unvested awards granted during the year
|
$-0-
|
$20,250
|
$95,930
|
Year-over-year increase (decrease) of unvested awards granted in prior years
|
$1,552
|
$(49,299)
|
$(2,363)
|
Increase (decrease) from prior fiscal year-end for awards granted in prior years that vested during the year
|
$2,200
|
$(2.578)
|
$(737)
|
Total Average Equity Award Adjustments
|
$3,752
|
$(31,627)
|
$92,830
|
(6)
|
The amounts shown in the table represent the Company’s Total Stockholder Return (“TSR”) on an assumed investment of $100 in our common stock over the indicated
measurement period. Cumulative TSR is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our common stock price at the end and the
beginning of the measurement period by (ii) our common stock price at the beginning of the measurement period.
|
(7)
|
The dollar amounts reported represent the amount of net loss attributable to the Company as reflected in our audited financial statements for the applicable year.
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Securities Underlying
Unexercised
Options
Exercisable
|
Number of Securities Underlying Unexercised Options Unexercisable
|
Option
Exercise Price
|
Option Expiration Date
|
Number of Shares of
Stock
That Have Not Vested
|
Market
Value of Shares of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested
|
|
Meryl S. Golden
|
50,000
|
-
|
$8.72
|
9/25/24
|
131,911(1)
|
$280,970
|
$-
|
$-
|
|
Barry B. Goldstein
|
-
|
-
|
-
|
-
|
211,391(2)
|
$450,263
|
$-
|
$-
|
|
Sarah (Minlei) Chen
|
-
|
-
|
-
|
-
|
1,990(3)
|
$4,239
|
$-
|
$-
|
(1)
|
Such shares vested to the extent of 60,556 shares on January 3, 2024 and 10,000 shares on January 4, 2024 and will vest to the extent of 800 shares on December 13,
2024, 50,555 shares on December 31, 2024 and 10,000 shares on January 3, 2025.
|
(2)
|
Such shares will vest on December 30, 2024.
|
(3)
|
Such shares vested to the extent of 1,190 shares on January 28, 2024 and will vest to the extent of 800 shares on December 13, 2024.
|
Name
|
Fees Earned or
Paid in Cash
|
Stock Awards(1)
|
Option Awards
|
Total
|
||||||||||||
Timothy P. McFadden
|
$
|
65,000
|
$
|
53,000
|
$
|
-
|
$
|
118,000
|
||||||||
Floyd R. Tupper
|
$
|
75,000
|
$
|
53,000
|
$
|
-
|
$
|
128,000
|
||||||||
William L. Yankus
|
$
|
80,000
|
$
|
53,000
|
$
|
-
|
$
|
133,000
|
||||||||
Carla A. D’Andre
|
$
|
65,000
|
$
|
53,000
|
$
|
-
|
$
|
118,000
|
(1)
|
Amounts reflect the aggregate grant date fair value of grants made in the fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic
718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, available electronically to our stockholders.
|
Name
|
Unvested Restricted Stock Awards (#)
|
|
|
Timothy P. McFadden
|
39,259
|
Floyd R. Tupper
|
39,259
|
William L. Yankus
|
39,259
|
Timothy P. McFadden
|
39,259
|
●
|
$50,000;
|
●
|
an additional $25,000 for service as audit committee chair, an additional $20,000 for service as compensation and finance committee chair, an additional $10,000 for
service as investment committee chair, and an additional $15,000 for service as chair of other committees; and
|
●
|
$53,000 of our common stock determined by the closing stock price on the first business day of the year, which vest on the first anniversary of the grant date.
|
Name and Address
of Beneficial Owner
|
Number of Shares
Beneficially Owned
|
Approximate
Percent of Class
|
||||||
Barry B. Goldstein
15 Joys Lane
Kingston, New York
|
814,076
|
(1)
|
7.4
|
%
|
||||
Meryl S. Golden
|
176,604
|
(2)
|
1.6
|
%
|
||||
Floyd R. Tupper
|
126,835
|
(3)
|
1.2
|
%
|
||||
Timothy P. McFadden
|
77,999
|
*
|
||||||
William L. Yankus
|
77,204
|
*
|
||||||
Carla A. D’Andre
|
65,354
|
(4)
|
*
|
|||||
Sarah (Minlei) Chen
|
6,893
|
*
|
||||||
Thomas Newgarden
|
3,500
|
*
|
||||||
Manmohan Singh
|
-0-
|
(5)
|
-
|
|||||
Gregory Fortunoff
49 West 37th Street
New York, New York 10018
|
813,905
|
(6)
|
7.4
|
%
|
||||
Michael Doak
Griffin Highline Capital LLC
4514 Cole Avenue
Dallas, Texas
|
595,238
|
(7)
|
5.4
|
%
|
||||
All executive officers
and directors as a group
(10 persons)
|
1,353,310
|
(1)(2)(3)(4)(5)
|
12.2
|
%
|
||||
|
(1)
|
The information regarding Mr. Goldstein is based solely on publicly available information filed with the SEC. Includes (i) 73,168 shares of common stock owned by Mr.
Goldstein’s wife and (ii) 15,000 shares held in a retirement trust for the benefit of Mr. Goldstein. Mr. Goldstein has sole voting and dispositive power over 740,908 shares of common stock and shared voting and dispositive power over 73,168
shares of common stock. The inclusion of the shares owned by Mr. Goldstein’s wife and the retirement trust shall not be construed as an admission that Mr. Goldstein is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of such shares.
|
(2)
|
Includes (i) 20,000 shares held in a retirement trust for the benefit of Ms. Golden and (ii) 50,000 shares issuable upon the exercise of options that are exercisable
currently. The inclusion of the shares owned by the retirement trust shall not be continued as an admission that Ms. Golden is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares.
|
(3)
|
Includes (i) 32,395 shares owned by Mr. Tupper’s wife, (ii) 6,675 shares held in a retirement trust for the benefit of Mr. Tupper and (iii) 810 shares held in a
retirement trust for the benefit of Mr. Tupper’s wife. Mr. Tupper has sole voting and dispositive power over 93,630 shares of common stock and shared voting and dispositive power over 33,205 shares of common stock. The inclusion of the shares
owned by Mr. Tupper’s wife and the retirement trusts for the benefit of Mr. Tupper and his wife shall not be construed as an admission that Mr. Tupper is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of
such shares.
|
(4)
|
Represents (i) 63,954 shares owned by a limited liability company controlled by Ms. D’Andre and (ii) 1,400 shares held in a retirement trust for the benefit of Ms.
D’Andre. The inclusion of the shares owned by the limited liability company and the retirement trust shall not be construed as an admission that Ms. D’Andre is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner
of such shares.
|
(5)
|
Funds managed by Angel Oak Capital Advisors ("AOCA") hold warrants for the purchase of 519,000 shares of common stock. Mr. Singh serves as Group Chief Financial
Officer and Head of Corporate Development of AOCA. Mr. Singh disclaims beneficial ownership of such securities.
|
(6)
|
The information regarding Gregory Fortunoff is based solely on Amendment No. 2 to Schedule 13G filed by him with the SEC on May 22, 2023 (the “Fortunoff 13G/A”).
According to the Fortunoff 13G/A, Mr. Fortunoff has sole voting and dispositive power over 618,905 shares of common stock and shared voting and dispositive power over 195,000 shares of common stock. The Fortunoff 13G/A also indicates that
Scott Fortunoff has sole voting and dispositive power over 244,500 shares of common stock and shared voting and dispositive power over 195,000 shares of common stock.
|
(7)
|
The information regarding Michael Doak (“Doak”) and Griffin Highline Capital LLC (“Griffin”) is based solely on Amendment No. 4 to Schedule 13D filed by such
reporting persons with the SEC on November 15, 2022 (the “Doak/Griffin 13D/A”). According to the Doak/Griffin 13D/A, each of Doak and Griffin has shared voting and dispositive power over the 595,238 shares of common stock.
|
●
|
All compensation plans previously approved by security holders; and
|
●
|
All compensation plans not previously approved by security holders.
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
107,201
|
$
|
8.31
|
1,242,378
|
(1)
|
|||||||
|
||||||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
|
||||||||||||
Total
|
107,201
|
$
|
8.31
|
1,242,378
|
(1)
|
(1)
|
Includes 550,581 shares reserved for issuance pursuant to unvested restricted stock grants.
|
Name
|
Age
|
Positions and Offices Held
|
Director
Since
|
|
|||
Meryl S. Golden
|
64
|
Chief Executive Officer, President and Director
|
2020
|
Barry B. Goldstein
|
71
|
Executive Chairman of the Board and Director
|
2001
|
Floyd R. Tupper
|
69
|
Secretary and Director
|
2014
|
Timothy P. McFadden
|
62
|
Director (Lead Independent Director)
|
2018
|
William L. Yankus
|
64
|
Director
|
2016
|
Carla A. D’Andre
|
68
|
Director
|
2017
|
Manmohan Singh
|
51
|
Director
|
2024
|
Thomas Newgarden
|
56
|
Director
|
2024
|
Board Diversity Matrix (as of June 14, 2024)
|
||
Board Size:
|
||
Total Number of Directors:
|
8
|
|
Female
|
Male
|
|
Part I: Gender Identity
|
||
Directors
|
2
|
6
|
Part II: Demographic Background
|
||
White
|
2
|
5
|
Asian
|
0
|
1
|
•
|
assist the Board of Directors in fulfilling its responsibilities by reviewing the financial reports provided by us to the Securities and Exchange Commission, our
stockholders or to the general public, and our internal financial and accounting controls;
|
•
|
oversee the appointment, compensation and retention of, and the work performed by, any independent public accountants engaged by us;
|
•
|
recommend, establish and monitor procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations;
|
•
|
recommend, establish and monitor procedures designed to facilitate:
|
◾
|
the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters; and
|
◾
|
the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.
|
•
|
review and approve the compensation of our Chief Executive Officer;
|
•
|
make recommendations to our Board regarding the compensation of all other executive officers;
|
•
|
review, and make recommendations to our Board regarding, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for
approval by our stockholders, which includes the ability to adopt, amend and terminate such plans;
|
•
|
administer our incentive compensation plans and equity-based plans, including designating the employees to whom awards are to be granted, the amount of the award or
equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan;
|
•
|
review, and make recommendations to our Board regarding, employment agreements and severance arrangements or plans, including any benefits to be provided in
connection with a change in control, for our Chief Executive Officer and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans;
|
•
|
review, and make recommendations to our Board regarding, all employee benefit plans, which includes the ability to adopt, administer, amend and terminate such
plans;
|
•
|
review director compensation for service on our Board and Board committees and recommend any changes to our Board;
|
•
|
review and make recommendations to our Board with regard to the following matters:
|
◾
|
our annual capital plan, including capital allocation, funding and capital expenditures;
|
◾
|
possible changes to our capital structure, including proposed equity and debt issuances, redemptions and repurchases;
|
◾
|
proposed credit facilities, letters of credit, borrowings and guarantees;
|
◾
|
any significant financial exposures or contingent liabilities;
|
◾
|
the financial aspects of our corporate insurance programs.
|
•
|
preside at meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;
|
•
|
serve as a liaison between the Chairman of the Board and the independent directors;
|
•
|
preview the information to be provided to the Board;
|
•
|
approve meeting agendas for the Board;
|
•
|
assure that there is sufficient time for discussion of all meeting agenda items;
|
•
|
organize and lead the Board’s evaluation of the CEO;
|
•
|
be responsible for leading the Board’s annual self-assessment;
|
•
|
have authority to call meetings of the independent directors; and
|
•
|
if requested by stockholders, be available for consultation and direct communication.
|
Fee Category
|
Fiscal 2023 Fees
|
Fiscal 2022 Fees
|
||||||
Audit Fees(1)
|
$
|
326,035
|
$
|
275,010
|
||||
Tax Fees(2)
|
$
|
-
|
$
|
-
|
||||
Audit-Related Fees(3)
|
$
|
-
|
$
|
-
|
||||
All Other Fees(4)
|
$
|
-
|
$
|
-
|
||||
$
|
326,035
|
$
|
275,010
|
(1)
|
Audit Fees consist of fees billed for services rendered for the audit of our consolidated financial statements and review of our condensed consolidated financial
statements included in our Quarterly Reports on Form 10-Q, services rendered in connection with the filing of Form S-8, additional services rendered in connection with the filing of the September 30, 2023 Quarterly Report on Form 10-Q,
services rendered in response to due diligence requests in connection with the refinancing of the 2017 Notes, responses in connection with a New York State Department of Financial Services examination of KICO, and services provided in
connection with other statutory or regulatory filings.
|
(2)
|
Marcum did not provide any tax services during the fiscal year.
|
(3)
|
Marcum did not provide any “Audit-Related” services during the fiscal year.
|
(4)
|
Marcum did not provide any other services during the fiscal year.
|
•
|
a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at such meeting;
|
•
|
the name and address of the stockholder proposing such business;
|
•
|
the class and number of our shares which are beneficially owned by such stockholder; and
|
•
|
any material interest of such stockholder in such business.
|
•
|
the day on which the notice of the date of the meeting was made available to stockholders, or
|
•
|
the day on which such public disclosure of the meeting date was made.
|
•
|
the name, age, business and residential addresses, occupation or employment and shares held by the nominee;
|
•
|
any other information relating to such nominee required to be disclosed in a proxy statement; and
|
•
|
the name, address and number of shares held by the stockholder.
|