advancedphotonix_def14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934
Filed by Registrant [X] |
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Preliminary Proxy Statement |
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Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material under
§240.14a-12 |
Advanced Photonix,
Inc. |
(Name of Registrant as Specified In Its
Charter) |
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Statement, if other than the
Registrant) |
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securities to which transaction applies: |
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Aggregate number of
securities to which transaction applies: |
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined): |
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Proposed maximum
aggregate value of transaction: |
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offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing. |
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Amount
Previously Paid: |
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or Registration Statement No.: |
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TABLE OF CONTENTS
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Page |
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS |
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i |
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PROXY STATEMENT |
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1 |
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Voting Securities |
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2 |
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Security Ownership of Certain Beneficial
Owners and Management |
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3 |
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Proposal 1: Election of
Directors |
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4 |
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Corporate Governance |
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7 |
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Board Meetings and
Committees |
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7 |
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Executive Compensation |
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10 |
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Certain Relationships and Related
Transactions |
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20 |
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Proposal 2: Ratification of the
Appointment of BDO USA, LLP as the Company’s |
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Independent Registered Public Accounting Firm |
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21 |
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Independent Registered Public
Accounting Firm Fees and Services |
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21 |
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Audit Committee Report |
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21 |
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Miscellaneous |
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23 |
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Notice Of Annual Meeting Of Stockholders
To Be Held
August 20,
2010
To the Stockholders
of Advanced Photonix, Inc.:
You are invited to attend the 2010 Annual
Meeting of Stockholders (the Annual Meeting) of Advanced Photonix, Inc., which
will be held at our principal office at 2925 Boardwalk, Ann Arbor, Michigan, at
10:00 a.m., Eastern Time, on August 20, 2010, to consider the following matters:
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(1) |
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The
election of the six directors nominated by the Board of Directors to hold
office until the next Annual Meeting or until their respective successors
are duly elected and qualified. The persons nominated by the Board of
Directors are Richard D. Kurtz, Robin F. Risser, Lance Brewer, M. Scott
Farese, Donald Pastor and Stephen P. Soltwedel; |
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(2) |
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The
ratification of the appointment of BDO USA, LLP (formerly known as BDO
Seidman, LLP) as the Company’s independent registered public accounting
firm for the fiscal year ending March 31, 2011; and |
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(3) |
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The
transaction of such other matters as may properly be brought before the
Annual Meeting. |
The Board of Directors has fixed the close of
business on July 9, 2010 as the record date for the Annual Meeting. Only
stockholders who owned our Class A Common Stock at the close of business on July
9, 2010 will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof. Shares of our Class A Common Stock can be voted at the
Annual Meeting only if the holder is present in person or represented by proxy.
The Board of Directors is soliciting the
accompanying proxy to vote at our 2010 Annual Meeting. Reference is made to the
attached Proxy Statement for further information with respect to the business to
be transacted at the Annual Meeting.
Stockholders are cordially invited to attend the Annual Meeting. Whether
or not you expect to attend the Annual Meeting in person, please complete, date
and sign the accompanying proxy card and return it without delay in the enclosed
postage prepaid envelope. Your proxy will not be used if you are present and
prefer to vote in person or if you revoke your proxy before its exercise.
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By Order of the Board of Directors, |
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July 15, 2010 |
ROBIN F. RISSER |
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Secretary |
- i -
Proxy Statement
Annual Meeting of Stockholders
August 20, 2010
This Proxy Statement is furnished in
connection with the solicitation of proxies by the Board of Directors (the
Board) of Advanced Photonix, Inc., a Delaware corporation (the Company or we),
for use at the 2010 Annual Meeting and for any adjournments thereof to be held
at the Company’s principal office at 2925 Boardwalk, Ann Arbor, Michigan, at
10:00 a.m., Eastern time, on August 20, 2010, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders (the Notice). A Board of
Directors’ proxy (the Proxy) for the Annual Meeting is enclosed, by means of
which you may vote as to the proposals described in this Proxy Statement.
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The following proposals are scheduled
for a vote at the Annual Meeting: |
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Proposal 1: |
The election of the six directors named
in this Proxy Statement to serve until the next Annual Meeting of
Stockholders; and |
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Proposal 2: |
The ratification of the appointment of
BDO USA, LLP (formerly known as BDO Seidman, LLP) as the Company’s
independent registered public accounting firm for the fiscal year ending
March 31, 2011. |
The Board recommends a
vote
- FOR
the election of the six nominees to
the Board named in this Proxy Statement (See Proposal 1);
and
- FOR the ratification of the appointment of BDO USA, LLP
as the Company’s independent registered public accounting firm for the fiscal
year ending March 31, 2011 (See Proposal 2).
All Proxies that are properly completed,
signed and returned to the Company prior to the Annual Meeting, and which have
not been revoked, will be voted in accordance with the stockholder’s
instructions contained in such Proxy. In the absence of instructions, shares
represented by such Proxy will be voted FOR the election of
the six nominees to the Board named in this Proxy Statement and FOR the
ratification of the appointment of BDO USA, LLP as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2011. The
Board is not aware of any business to be presented at the Annual Meeting except
the matters set forth in the Notice and described in this Proxy Statement. If
any other matters properly come before the Annual Meeting, the persons named in
the accompanying Proxy will vote on those matters in accordance with their
discretion. A stockholder may vote before the Annual Meeting by mail by filling
in, signing and returning the enclosed Proxy. A stockholder may vote “For” all
the nominees to the Board or may withhold authority to vote for any nominee(s)
specified. A stockholder may vote “For”, “Against” or “Abstain” on Proposal 2. A
stockholder may vote at the Annual Meeting if he or she attends the meeting in
person. Even if you plan to attend the Annual Meeting,
the Company recommends that you submit your Proxy via mail so that your vote
will count if you later decide not to attend the Annual Meeting in
person.
A stockholder may revoke or change his or her
Proxy at any time before it is exercised by filing with the Secretary of the
Company at its principal office at 2925 Boardwalk, Ann Arbor, Michigan 48104,
either a written notice of revocation or a duly executed Proxy bearing a later
date, or by appearing in person at the Annual Meeting and expressing a desire to
vote his or her shares in person. A stockholder may receive more than one set of
proxy materials, including multiple copies of this Proxy Statement and multiple
Proxies. For example, if a stockholder holds shares in more than one brokerage
account, he or she may receive a separate proxy card for each brokerage account
in which shares are held. If a stockholder is of record and his or her shares
are registered in more than one name, he will receive more than one Proxy.
Please complete, sign, date and return each
Proxy received to ensure that all shares are voted.
This Proxy Statement, the accompanying Notice
and the 2010 Annual Report to Stockholders are being sent to Stockholders on or
about July 15, 2010.
- 1 -
VOTING SECURITIES
The Company has fixed July 9, 2010 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof. As of that date, the
Company had outstanding 25,505,341 shares of Class A Common Stock, $.001 par
value (the Common Stock). A quorum, representing a majority of the total
outstanding shares of Common Stock entitled to vote, must be established for the
Annual Meeting to be held and any action to be taken. The presence, in person or
by proxy, of stockholders entitled to cast a majority of votes will constitute a
quorum for the Annual Meeting. Holders of Common Stock are entitled to one vote
for each share of Common Stock owned.
Brokers holding shares for beneficial owners
(shares held in “street name”) must vote those shares according to the specific
instructions they receive from such beneficial owners. If specific instructions
are not received, brokers may vote those shares in their discretion depending on
the type of proposal involved. The Company believes that, in accordance with the
rules applicable to such voting by brokers, brokers will have discretionary
authority to vote with respect to the ratification of the appointment of BDO
USA, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending March 31, 2011 but will not have discretionary authority to
vote with respect to the election of the Company’s directors. Shares as to which
brokers do not have such discretionary authority are considered “broker
non-votes.” Broker non-votes will count toward the quorum for the Annual
Meeting.
For Proposal 1, the six nominees for election
as directors who receive the highest number of “FOR” votes will be elected as
directors. As a plurality of votes cast is required for the election of
directors, abstentions and broker non-votes will have no effect on the outcome
of the election.
For Proposal 2, the affirmative vote of the
holders of a majority of the shares present in person or by proxy and entitled
to vote is necessary to ratify the appointment of BDO USA, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending March
31, 2011. Abstentions will have the effect of a vote against Proposal 2.
Votes will be counted by the Company’s
independent inspectors of election appointed for the Annual Meeting. The Company
will pay for the entire cost of preparing, assembling, printing, soliciting and
mailing Proxies. The Company will request banks and brokers to solicit their
customers who beneficially own shares listed of record in names of nominees, and
will reimburse banks and brokers for the cost of forwarding proxy materials to
beneficial owners. In addition, our directors and employees may solicit proxies
in person, by telephone, by Internet, or by other means of communication.
Directors and employees will not be paid any additional compensation for
soliciting proxies. Preliminary voting results will be announced at the Annual
Meeting. Final voting results will be published in a filing with the U.S.
Securities and Exchange Commission (SEC) on Form 8-K.
- 2 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of June 30,
2010 certain information concerning the holdings of each person who was known by
the Company to be the beneficial owner of more than five percent (5%) of our
outstanding shares of Common Stock, of each of our directors and executive
officers, and of all of our directors and executive officers as a
group.
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Number |
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Name & Address |
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of Shares |
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Shares Underlying |
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Percent of |
of Beneficial Owner |
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Owned |
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Options/Warrants (1) |
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Class
(2) |
5% Stockholders |
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Paul J. Solit (3) |
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1,905,535 |
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500,000 |
(4) |
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9.2 |
% |
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Potomac Capital Management Inc.
(3) |
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483,391 |
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292,981 |
(4) |
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3.0 |
% |
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Potomac Capital Management LLC
(3) |
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1,417,144 |
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207,019 |
(4) |
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6.3 |
% |
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825 Third Avenue, 33rd
Floor |
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New York, NY 10022 |
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Named Executive Officers and
Directors |
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Richard D. Kurtz |
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161,300 |
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609,000 |
(5) |
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2.9 |
% |
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Robin F. Risser |
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958,333 |
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150,136 |
(6) |
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4.3 |
% |
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Steven Williamson |
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1,902,667 |
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158,224 |
(7) |
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8.0 |
% |
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Lance Brewer |
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49,813 |
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100,000 |
(5) |
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0.6 |
% |
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M. Scott Farese |
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97,182 |
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425,000 |
(5) |
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2.0 |
% |
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Donald Pastor |
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52,813 |
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100,000 |
(5) |
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0.6 |
% |
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Stephen P. Soltwedel |
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82,182 |
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425,000 |
(5) |
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2.0 |
% |
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Directors & Executive Officers as a
Group |
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3,304,290 |
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1,967,360 |
(8) |
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19.2 |
% |
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____________________
1) |
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Represents shares issuable pursuant to stock options and stock
purchase warrants that are exercisable within 60 days of June 30,
2010. |
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2) |
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Represents percentage of issued and outstanding shares of the
Company’s Common Stock, assuming the beneficial owner (and no other
beneficial owner) exercises all stock purchase warrants and stock options
which are exercisable within 60 days of June 30, 2010. |
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3) |
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Based
solely on a Schedule 13G filed jointly by Paul J. Solit, Potomac Capital
Management Inc. and Potomac Capital Management LLC. Paul J. Solit has sole
voting power and sole dispositive power with respect to 5,000 shares and
shared voting power and shared dispositive power with respect to 2,400,535
shares. Potomac Capital Management Inc. has sole voting power and sole
dispositive power with respect to 776,372 shares. Potomac Capital
Management LLC has sole voting power and sole dispositive power with
respect to 1,624,163 shares. |
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4) |
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Represents shares underlying stock purchase warrants. |
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5) |
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Represents shares underlying stock options. |
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6) |
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Includes 137,500 shares underlying stock options and 12,636 shares
underlying stock purchase warrants. |
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7) |
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Includes 137,500 shares underlying stock options and 20,724 shares
underlying stock purchase warrants. |
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8) |
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Includes 1,934,000 shares underlying stock options and 33,360
shares underlying stock purchase
warrants. |
- 3 -
Section 16(a) Beneficial Ownership Reporting
Compliance
Federal securities laws require our executive
officers and directors and persons owning more than 10% of our Common Stock to
file certain reports on ownership and changes in ownership with the SEC. Based
on a review of our records and other information, we believe that during the
fiscal year ended March 31, 2010, our executive officers, directors and persons
holding more than 10% of our Common Stock timely filed all required Section
16(a) reports.
PROPOSAL 1 - ELECTION OF DIRECTORS
Six people will be elected at the Annual
Meeting as directors of the Company, each to serve, subject to the provisions of
the Company’s by-laws, until the next annual meeting of stockholders or until
his successor is duly elected and qualified. It is the Board’s and management’s
recommendation that the accompanying form of Proxy be voted FOR the election of
each of the six nominees named below, all of whom are currently directors of the
Company and two of whom are currently executive officers of the Company. The
Board believes that the nominees named below are willing to serve as directors.
However, in the event that any of the nominees should become unable or unwilling
to serve as a director, the Proxy will be voted for the election of such person
or persons as shall be designated by the Board pursuant to the recommendation of
our Nominating and Governance Committee. The nomination of each of the nominees
listed below was recommended by our Nominating and Governance Committee and
approved by the Board.
The following persons are nominees
for election as directors:
Name |
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Age |
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Position or Principal
Occupation |
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Director Since |
Richard D. Kurtz |
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58 |
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Chairman of the Board, President and
Chief Executive Officer |
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2000 |
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Robin F. Risser |
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59 |
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Chief Financial Officer, Secretary and
Director |
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2005 |
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Lance Brewer |
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51 |
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Director |
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2005 |
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M. Scott Farese |
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53 |
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Director |
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1998 |
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Donald Pastor |
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56 |
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Director |
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2005 |
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Stephen P. Soltwedel |
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63 |
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Director |
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2000 |
Set forth below is certain
information relating to the directors and executive officers of the
Company.
- 4 -
Richard D. Kurtz - Chairman of the Board, President and Chief Executive
Officer
Mr.
Kurtz became a director of the Company in February 2000, was elected Chairman of
the Board in July 2000, and was appointed Chief Executive Officer in February
2003. Mr. Kurtz also serves as the President of Picometrix LLC (Picometrix), a
wholly-owned subsidiary of the Company formerly known as Picometrix, Inc. In
June 2006, Mr. Kurtz was appointed to serve as President of the Company. Prior
to joining the Company in February 2003, he was director of Client Services and
Strategic Planning for Quantum Compliance Systems Inc., a privately owned
software company specializing in the development and installation of
environmental health and safety management systems. Prior to joining Quantum in
June 2001, Mr. Kurtz served as Vice President of Sales and Marketing for
Filtertek Inc., an ESCO technology company, for more than thirteen years. Mr.
Kurtz’s extensive executive experience managing high technology companies, his
in-depth knowledge of our Company and its day-to-day operations, and his strong
strategic vision for the Company qualify him to serve on the Board.
Robin F. Risser – Chief Financial Officer and Director
Mr. Risser
joined the Company in May 2005 through its acquisition of Picometrix, and was
appointed Chief Financial Officer of the Company and General Manager of
Picometrix at that time and became a director of the Company in July 2005. Prior
to joining the Company, Mr. Risser served as the Chief Executive Officer and a
member of the board of directors of Picometrix since 1992, the year in which he
co-founded Picometrix. Mr. Risser is also a member of the Optical Society of
America. Mr. Risser has passed the certified public accountant exam and holds an
M.B.A. from the University of Michigan. Mr. Risser’s intimate knowledge of the
Company’s operations, his prior experience as the Chief Executive Officer and a
member of the board of directors of Picometrix and his substantial expertise in
financial matters make him a valuable member of the Board.
Lance Brewer – Director
Mr. Brewer became a director of the Company in
July 2005. He has been a partner at the law firm of Brewer & Brewer since
1989, the year in which he co-founded the firm. Brewer & Brewer is
headquartered in Newport Beach, California and specializes in the representation
of financial institutions, business acquisitions and litigation and insurance
defense. Mr. Brewer’s career-long experience with matters of business and law
informs the Board’s consideration of management issues and strategic
initiatives, many of which involve complex legal and financial arrangements.
M. Scott Farese - Director
Mr. Farese became a director of the Company in
August 1998. Mr. Farese is currently President of Chelsea Partners, a firm which
he founded in 2004 that specializes in facilitating private investments in
privately held companies. For the thirteen years prior to the establishment of
Chelsea Investments, Mr. Farese was employed by Filtertek, Inc., an ESCO
technology company, most recently holding the position of Business Unit
Director. Until February 2010 he was the Chief Executive Officer of Memacin, a
firm the he co-found in 2007 that specializes in the manufacture and
distribution of dietary supplements and nutraceuticals. Mr. Farese’s extensive
knowledge of the Company, his many years’ experience managing high technology
businesses that face the same financial and technical challenges as the Company
and his experience in the private investment market make him a valuable member
of the Board.
Donald Pastor – Director
Mr. Pastor became a director of the Company in
July 2005 and is currently the President – Electronics Systems Division of
Telephonics Corporation where he has been employed since 1986. In addition, Mr.
Pastor previously served as the Chief Financial Officer of TLSI, a wholly owned
subsidiary of Telephonics. For the past thirty years, Mr. Pastor has held a
variety of financial, administrative and operational positions in high
technology and defense related industries. Mr. Pastor’s extensive experience in
financial, administrative and operational positions in high technology and
defense related industries qualify him for service on the Board.
Stephen P. Soltwedel - Director
Mr. Soltwedel became a director of the Company
in February 2000. In May 2007 he retired as President of Filtertek, Inc., an
ESCO technology company where he had been employed since 1979 and had previously
held the position of Vice President and Chief Financial Officer. Prior to
joining Filtertek, Mr. Soltwedel was employed by the public accounting firm of
Baillies Denson Erickson & Smith in Lake Geneva, Wisconsin. Mr. Soltwedel’s
prior executive experience managing a high technology company and his
substantial expertise in financial and accounting matters make him a valuable
member of the Board.
- 5 -
Steven Williamson - Chief Technology Officer
Mr. Williamson
joined the Company in May 2005 through its acquisition of Picometrix and was
appointed Chief Technology Officer of the Company at that time. Prior to joining
the Company, Mr. Williamson served as the President, Chief Technology Officer
and a member of the board of directors of Picometrix since 1992, the year in
which he co-founded Picometrix. Mr. Williamson earned his B.A. in Physics
(Optics) from the University of Rochester, has 35 publications in the field of
ultra fast optics and optoelectronics and holds twelve patents.
- 6 -
CORPORATE GOVERNANCE
The Company seeks to follow best practices in
corporate governance in a manner that is in the best interests of our business
and our stockholders. We are in compliance with the corporate governance
requirements imposed by the Sarbanes-Oxley Act, U.S. securities laws and NYSE
Amex and will continue to review our policies and practices to meet ongoing
developments in this area.
Code of Ethical Conduct
The Company has adopted a Code of Ethical
Conduct applicable to its President and Chief Executive Officer (CEO) and Chief
Financial Officer (CFO) pursuant to the Sarbanes-Oxley Act of 2002. In addition
the Company has adopted a Code of Business Conduct and Ethics applicable to all
employees and directors, including the officers listed above. Both Codes of
Ethics are published on the Company’s web site, www.advancedphotonix.com under the “Corporate Governance” link on the
Investors page. Both Codes of Ethics are also available in print to any
requesting stockholder. We will post any amendments to or waivers of either Code
of Ethics on the Company’s website.
BOARD MEETINGS AND
COMMITTEES
Board Meetings, Annual Meeting and Attendance
of Directors
The Board held four meetings during the fiscal
year ended March 31, 2010. Each person who served as a director during the 2010
fiscal year attended at least 75% or more of the total number of meetings of the
Board held during the fiscal year and the total number of meetings held during
the fiscal year by all Committees of the Board on which such person served. As a
matter of policy, members of the Board are required to make every reasonable
effort to attend the Annual Meeting of Stockholders. All members of the Board
attended the Company’s 2009 Annual Meeting of Stockholders.
Board Leadership Structure
The Board believes that it is important to
retain the flexibility to combine or separate the responsibilities of the
offices of Chairman of the Board and Chief Executive Officer, as from time to
time may be in the best interests of the Company based on the position and
direction of the Company and the membership of the Board. Mr. Kurtz, the current
Chairman, President and Chief Executive Officer, possesses detailed and in-depth
knowledge of the issues, opportunities, and challenges facing the Company, and
is thus best positioned to solicit potential agenda topics from the Company’s
independent directors to develop an agenda that ensures that the Board’s time
and attention are focused on the most critical matters. Mr. Kurtz’s experiences
as Chief Executive Officer enables him to provide broad leadership for the Board
as it considers strategy and as it exercises its fiduciary responsibilities to
its stockholders. Each of the Audit Committee, the Compensation Committee and
the Nominating and Governance Committee are chaired by directors who have been
determined to be independent within the applicable definitions of the NYSE Amex
listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. While
the Company has not appointed a lead independent director, the Board believes
the current leadership structure with the Board chaired by the Chief Executive
Officer and each Committee chaired by an independent director is appropriate
given the Company’s current needs.
Director Independence
The Board has affirmatively determined that
the following directors have no material relationship with the Company and are
independent within the meaning of Rule 10A-3 of the Securities Exchange Act of
1934, as amended (Rule 10A-3) and within the applicable NYSE Amex definition of
“independence”: Lance Brewer, M. Scott Farese, Donald Pastor and Stephen P.
Soltwedel. Independent directors receive no compensation from the Company for
service on the Board or the Committees other than directors’ fees and
non-discretionary awards granted under our 2007 Equity Incentive
Plan.
- 7 -
Executive Sessions
As required by the NYSE Amex listing
standards, our non-management directors meet in executive sessions with only
non-management directors present at least once annually.
Communications with Directors
You may contact the entire Board, any
Committee of the Board, the non-management directors as a group or any
individual director by calling the Company’s hotline at 800-785-1003 (U.S. and
Canada) which is administered by a third party service provider, Lighthouse
Services. Lighthouse Services collects all requests for contact and delivers
them to the appropriate director or group of directors. The contact information
for our hotline is also located on our website at www.advancedphotonix.com under the “Independent Directors” link on the
Investors page. Stockholders are also welcome to communicate directly with the
Board at the Company’s Annual Meeting.
Committees of the Board
The Board has three standing Committees: the
Audit Committee, the Compensation Committee and the Nominating and Governance
Committee. All of the members of the Audit Committee, the Compensation Committee
and the Nominating and Governance Committee are independent directors within the
applicable definitions of the NYSE Amex listing standards and Rule 10A-3. Each
of the Committees has the authority to retain independent advisors and
consultants, with all fees and expenses to be paid by the Company. The Charters
for the Audit Committee, the Compensation Committee and the Nominating and
Governance Committee have been approved by the Board and are posted on the
Company’s website, www.advancedphotonix.com
under the “Corporate Governance” link on the Investors page. The Charters are
also available in print to any requesting stockholder.
Audit Committee. As set forth
in the Audit Committee Charter, the Audit Committee’s primary responsibilities
are to: (1) oversee the Company’s financial reporting principles and policies
including review of the financial reports and other financial and related
information released by the Company to the public, or in certain circumstances
governmental bodies; (2) review the Company’s system of internal controls
regarding finance, accounting, business conduct and ethics and legal compliance
that management and the Board have established; (3) review the Company’s
accounting and financial reporting processes; (4) review and appraise with
management the performance of the Company’s independent auditors; and (5)
provide an open avenue of communication between the independent auditors and the
Board. The Audit Committee, chaired by Stephen Soltwedel, held four meetings
during the fiscal year ended March 31, 2010. During the 2010 fiscal year, the
Audit Committee consisted of Messrs. Farese, Pastor and Soltwedel. The Board has
determined that Donald Pastor and Stephen P. Soltwedel qualify as “audit
committee financial experts” under the regulations promulgated by the
SEC.
Compensation Committee. The Compensation Committee evaluates
directors’ and management compensation and administers the Company’s equity
incentive plans. The Compensation Committee, chaired by M. Scott Farese, met 4
times during the 2010 fiscal year. The members of the Compensation Committee are
Messrs. Brewer, Farese, and Soltwedel. Pursuant to the Compensation Committee
Charter, the Compensation Committee is responsible for (i) discharging the
Board’s responsibilities relating to compensation of the Company’s executive
officers, (ii) reviewing and approving an annual report on executive
compensation prepared by management for inclusion in the Proxy Statement in
accordance with applicable rules and regulations and (iii) reviewing and
recommending to the Board the fees paid to the independent directors for service
on the Board and its Committees. The Compensation Committee made recommendations
concerning executive compensation for our executive officers for the 2010 fiscal
year which were approved by the independent directors of the Board. Further
information relating to the Compensation Committee’s processes and procedures
for the consideration and determination of executive officer compensation is set
forth under the heading “Compensation Discussion and Analysis.”
Nominating and Governance
Committee. The Nominating
and Governance Committee identifies individuals qualified to become members of
the Board and its Committees and addresses the Company’s demands for governance.
The Nominating and Governance Committee, chaired by Lance Brewer, held one
meeting during the 2010 fiscal year. The members of the Nominating and
Governance Committee are Messrs. Brewer, Farese and Pastor. The Nominating and
Governance Committee’s responsibilities include (i) identifying individuals
qualified to become Board members, (ii) recommending individuals to the Board as
director nominees and recommending directors to serve as members of the Board’s
Committees, and (iii) developing and recommending to the Board a set of
Corporate Governance Guidelines.
- 8 -
Nomination
Procedures. The Nominating and Governance Committee
identifies, investigates and recommends prospective directors to the Board with
the goal of creating a balance of knowledge, experience and diversity. In
conducting this assessment, the Nominating and Governance Committee considers,
among other things, the candidates’ skills, expertise, integrity, character,
judgment, independence, corporate experience, length of service, willingness to
serve, conflicts and commitments (including, among other things, the number of
other public and private company boards on which a director candidate serves),
and such other factors as it deems appropriate to maintain a balance and
diversity of knowledge, experience and capability on the Board. The Nominating
and Governance Committee also considers whether a prospective nominee has
appropriate business experience, as well as the ability to make independent,
analytical judgments, the ability to be an effective communicator and the
ability and willingness to devote the time and effort to be an effective and
contributing member of the Board.
In the case of incumbent directors whose terms
of office are set to expire, the Nominating and Governance Committee reviews
such directors’ overall service to the Company during their terms, including the
number of meetings attended, level of participation and quality of performance.
Consideration of new director nominee candidates typically involves a series of
internal discussions, review of information concerning candidates and interviews
with selected candidates. The Nominating and Governance Committee identifies
potential new director candidates by recommendations from its members, other
Board members, Company management and stockholders, and may, if necessary or
appropriate, utilize the services of a professional search firm.
The Nominating and Governance Committee
considers recommendations for director candidates submitted by stockholders
using the same criteria that it applies to recommendations from the Committee
members, directors and members of management. In order to be considered, a
recommendation from a stockholder must be submitted to the Secretary of the
Company in accordance with the director nomination procedures set forth in our
by-laws and the applicable rules of the SEC. See the section of this Proxy
Statement under the heading “Proposals of Stockholders; Stockholder Business”.
The Company has not made any changes to the
procedures by which stockholders may recommend nominees to the Board since the
Company’s last proxy statement.
The Board’s Role in Risk Oversight
The Board is responsible for overseeing the
major risks facing the Company and reviewing management’s proposals for their
mitigation. In addition, the Board has delegated oversight of certain categories
of risk to the Audit Committee. The Audit Committee reviews and discusses
significant financial and nonfinancial risk exposures and the steps management
has taken to monitor, control, and report such exposures. In performing their
oversight responsibilities, the Board and the Audit Committee periodically
discuss with management the Company’s policies with respect to risk assessment
and risk management. The Audit Committee reports to the Board regularly on
matters relating to the specific areas of risk that the Audit Committee
oversees.
- 9 -
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND
ANALYSIS
This Compensation Discussion and Analysis
provides information on the compensation program in place for the Company’s
President and Chief Executive Officer (CEO), Chief Financial Officer (CFO) and
Chief Technology Officer (CTO) (together, Named Executive Officers or NEOs).
Compensation Philosophy and Objectives. The Company generally compensates the NEOs
with a mix of cash and equity compensation designed to be competitive with the
compensation offered by peer companies of similar size which operate in similar
industries. The objective of the Company’s compensation program is to attract
and retain exceptional personnel. The design of the Company’s executive
compensation program is primarily performance-based and is intended to reward
contributions to the Company’s short and long term growth. The Compensation
Committee does not consider the Company’s current compensation program to
encourage unnecessary or excessive risk-taking by the NEOs and from time to time
reviews the program to determine if any such risk-taking may be so encouraged.
In particular, prior to the 2010 fiscal year, the Company’s Executive Incentive
Compensation Plan (Bonus Plan) was amended and restated to permit the
Compensation Committee to pay all or a portion of NEO incentive bonuses under
the Bonus Plan in the form of restricted stock (in lieu cash) to further align
the NEOs’ interests with the long-term interests of the Company’s stockholders.
Board Process. The
Compensation Committee reports to the Board of Directors (Board) and is
responsible for setting and administering the Company’s compensation program and
policies as well as monitoring the Company’s compensation philosophy and
objectives. Upon conclusion of each fiscal year, the Compensation Committee
reviews and recommends to the independent directors for approval various
compensation elements, including base salaries and “target” bonuses (expressed
as a percentage of base salary) for the next fiscal year for the CEO, CFO and
CTO. Furthermore, as described in greater detail below, the Compensation
Committee also determines whether a bonus was achieved under the Company’s Bonus
Plan for the Company’s fiscal year just ended and, if achieved, whether such
bonus will be paid in the form of cash, restricted stock, or some combination
thereof. Generally, the Compensation Committee reviews the total compensation of
the CEO, and, following discussions with him and other advisors where it deems
appropriate, establishes the CEO’s total compensation level to be recommended to
the Board. With respect to the total compensation levels of the other NEOs, the
Compensation Committee receives recommendations from the CEO and other
performance evaluations and, based on such input, provides its recommendations
to the Board.
The Compensation Committee has discretion to
grant stock options and stock awards to the NEOs under the Company’s 2007 Equity
Incentive Plan. In deciding about potential grants, the Compensation Committee,
in general, considers the Company’s and the NEOs’ performance during the prior
fiscal year, the equity incentive practices of the Company’s peer companies, the
goals of the Company’s equity incentive program, recommendations of the CEO and,
as applicable, reports received from its independent compensation consultant.
Principles and Methodologies for Setting Compensation. After taking into consideration the Company’s
performance in the 2009 fiscal year and the fact that successive base salary
increases had been authorized for fiscal years 2008 and 2009 to bring the NEOs’
base salaries to the then median level of the Company’s peer companies, the
Compensation Committee determined not to make any adjustment to the NEOs’ target
compensation (base salary and potential bonus under the Bonus Plan) for the 2010
fiscal year.
In general, the Compensation Committee has
historically established a targeted cash compensation level for each NEO (which
included the aggregate level of compensation that the Company would pay if
target Company performance objectives under the Bonus Plan were achieved) and
then allocated this amount between base salary and potential bonus under the
Bonus Plan. From time to time, the Compensation Committee has also commissioned
and reviewed surveys performed by compensation consultants to identify peer
companies in the high technology industry and benchmark the base salaries of the
NEOs against the base salaries paid to executives in comparable positions at the
median level of the Company’s peer companies.
The Compensation Committee has also
historically structured compensation such that the ratio of bonus payments and
other incentive compensation to base salary is higher with respect to the NEOs’
compensation than the ratio used for its other employees, and believes that this
approach is appropriate because the Company’s executive officers have the
greatest ability to influence the Company’s performance. For the 2010 fiscal
year, the Compensation Committee allocated targeted bonuses to the CFO and CTO
of approximately 35% of their respective base salaries and, with respect to the
CEO, who is the individual with the greatest ability to influence the Company’s
performance, a targeted bonus of approximately 50% of his base salary with, in
each case, an even greater portion of total compensation being at risk and tied
to performance if the maximum performance objectives under the Bonus Plan are
accomplished. As indicated above, the Company has the option to pay all or any
portion of any bonus payable to the NEOs pursuant to the Bonus Plan in Company
stock, thereby further aligning the NEOs’ interests with the long-time interests
of the Company’s stockholders. In addition to incentive compensation payable
under the Bonus Plan, the NEOs’ compensation may include options or stock issued
under the Equity Plan to further align the NEOs’ interests with the long-term
interests of the Company’s stockholders. In determining equity awards for each
NEO, the Compensation Committee takes into account Company performance and the
NEO’s scope of responsibility.
- 10 -
Elements of Executive
Compensation.
Base Salary.
As stated above, after taking into consideration the Company’s performance in
the 2009 fiscal year and the fact that successive salary increases had been
authorized for fiscal years 2008 and 2009 to bring the NEOs’ base salaries to
those of the then median level of the Company’s peer companies, the Compensation
Committee determined not to make any adjustment to the NEOs’ base salaries for
the 2010 fiscal year. Since no adjustment to base salaries was made, the
Compensation Committee did not require updated compensation data via market
surveys or consultants’ reports regarding the base salaries of executive
officers of the Company’s peer companies.
The Compensation Committee generally believes
in providing the NEOs with a level of cash compensation in the form of base
salary that is generally competitive with the base salaries paid to the
executive officers of the Company’s peer companies. Base salary is intended to
provide an element of certainty and security to the NEOs on an ongoing basis and
the Compensation Committee reviews base salaries at the end of each fiscal
year.
Bonus Plan.
The Company maintains the Executive Incentive Compensation Plan (Bonus Plan)
pursuant to which it pays incentive bonuses (which may be paid in the form of
cash, restricted stock, or some combination thereof) based upon achievement of
certain Company performance objectives relating to Sales results and EBIT
Percentage results, the latter of which, in the discretion of the Compensation
Committee, may be adjusted by adjusting net income to eliminate (i) the costs of
acquiring an ownership interest in any entity during such fiscal year, (ii) the
operating results of such acquired entities for such fiscal year, (iii) losses
on the impairment of intangible assets or goodwill, (iv) deductions relating to
depreciation and amortization and (v) stock-based compensation expense (but, in
the case of each of the amounts described in clauses (i) through (v), only to
the extent such amount was taken into account in arriving at net income for such
fiscal year). These objectives are established by the Compensation Committee at
the beginning of each fiscal year. Under the Bonus Plan, each NEO is assigned a
targeted bonus expressed as a percentage (ranging between 35% and 50%) of such
NEO’s base salary. The NEO is eligible to earn up to 200% of his targeted bonus
each fiscal year based on the level of achievement of that year’s Company
performance objectives. The Compensation Committee believes that Sales and EBIT
Percentage are the most appropriate and reliable criteria upon which to base
bonus payments because such data is most fundamental to evaluating the Company’s
growth and success. The range of the Company performance objectives is
considered appropriate given the Company’s debt, capital structure and projected
revenue growth and income. After the end of each fiscal year, the Compensation
Committee compares the Company’s actual performance to its performance
objectives in order to determine the amount of bonus for each NEO, which may be
less or greater than such NEO’s targeted bonus, depending on the Company’s Sales
and EBIT Percentage for the year. Any bonus may be paid in cash or, at the
election of the Compensation Committee, in the form of restricted stock issued
under the Company’s 2007 Equity Incentive Plan.
For the 2010 fiscal year, the Compensation
Committee set minimum Company performance objectives of Sales of $26.9 million
and an EBIT Percentage of 11.7% of Sales (meaning that if the Company achieved
Sales of less than $26.9 million or an EBIT Percentage of less than 11.7% of
Sales, an NEO would not receive any bonus under the Bonus Plan for that year)
and maximum Company performance objectives of Sales of $34 million and an EBIT
Percentage of 17.3% of Sales (meaning that if the Company achieved Sales of at
least $34 million and an EBIT Percentage of at least 17.3% of Sales, an NEO
would be paid the maximum bonus under the Bonus Plan). Between the minimum and
the maximum bonus payments, the Bonus Plan establishes a matrix that combines
the two Company performance objectives (expressed in terms of Sales and an EBIT
Percentage) and establishes the level of bonus earned based on the actual
Company performance results. The amount of Sales and the EBIT Percentage that
are midway between the minimum and maximum performance objectives are the
Company’s targeted results for the applicable fiscal year. However, achievement
of the targeted result for one of the performance objectives will not result in
payment of 100% of the NEOs’ targeted bonus unless the other performance
objective
- 11 -
is also
achieved at the targeted result. The Compensation Committee aims to establish
Company performance objectives which are realistic at the minimum level and
inspirational but plausible at the maximum level in order to provide motivation
to the NEOs under a wide range of circumstances. For its 2010 fiscal year, the
Company did not achieve either its minimum Sales or EBIT Percentage performance
objectives and therefore no bonuses were payable to the NEOs pursuant to the
Bonus Plan for the 2010 fiscal year.
Equity Plan. Under the Company’s 2007 Equity
Incentive Plan (Equity Plan), the Company may grant stock options and stock
awards, which may be subject to time-based or performance-based vesting. The
Compensation Committee believes that equity awards are an important component of
long-term compensation that help to attract and retain executive talent. No
equity awards were awarded during the 2010 fiscal year as compensation for
services performed during such year, however, the Compensation Committee
approved grants of restricted stock under the Equity Plan to the CEO (80,000
shares), CFO (40,000 shares) and CTO (40,000 shares) during the 2010 fiscal year
as compensation for services rendered during the 2009 fiscal year in recognition
of the Company’s increased revenues and EBITDA in such fiscal year.
Employment Agreements,
Post-Termination Benefits and Change in Control
Arrangements. The Company has historically entered
into employment agreements with its NEOs. The Compensation Committee believes
that employment agreements with its NEOs provide significant benefits to the
Company’s stockholders due to the non-competition, non-solicitation,
confidentiality and work for hire provisions contained in the agreements and the
certainty and security that such agreements provide to the NEOs, which in turn
improves each NEO’s ability to perform in the Company’s interest. The original
employment agreements with the Company’s CEO, CFO and CTO (collectively, the
Original Employment Agreements) expired on February 10, 2005, May 2, 2008 and
May 2, 2008, respectively. After extensive review and negotiation, the Company
entered into replacement employment agreements with each of its NEOs (each an
Employment Agreement and collectively, the Employment Agreements) on November
30, 2009. As was the case with the Original Employment Agreements, the
Employment Agreements provide, among other things, that the NEOs (i) will be
eligible to receive incentive compensation if the performance based goals
established under the Bonus Plan are met, (ii) will receive severance payments
under certain circumstances and (iii) will be subject to standard limitations on
competition or interference with the Company following termination. Further
information relating to the Original Employment Agreements and the Employment
Agreements is set forth under the heading “Executive Compensation Tables and
Narrative Disclosure.”
The Employment Agreements do not
provide benefits to any NEO in the event of a change in control of the Company.
Under the Equity Plan the Board may, in its sole discretion, accelerate vesting
of stock options and stock awards in connection with a change in control. The
Compensation Committee views such change in control benefits as a potentially
valuable compensation element to attract and retain the highest quality
executive officers and will continue to evaluate their usefulness on a
case-by-case basis.
Benefits. In terms of health benefit plans,
retirement plans and perquisites, the NEOs receive the same benefits and
perquisites as all other Company employees except that the NEOs are entitled to
supplemental long-term disability benefits which are greater than those offered
by the Company to its other employees. The cost to the Company for this benefit
is included in the Summary Compensation Table under the category “All Other
Compensation.”
Certain Tax and Accounting
Considerations: Deductibility of Executive Compensation
Section 162(m) of the Internal
Revenue Code generally limits the deductibility of compensation (other than
qualified performance-based compensation) in excess of $1,000,000 paid in a
taxable year to a company’s chief executive officer and the four other most
highly compensated executive officers. The Compensation Committee considers the
impact of this deductibility limitation on its compensation program; however, in
certain cases, the Compensation Committee may determine that the Company’s
interest in providing necessary compensation to these executives may outweigh
its interest in tax deductibility.
Current accounting rules, including
FASB ASC Topic 718, require the Company to record, as an expense, the estimated
fair value of stock option and restricted stock grants, which reduces the
Company’s reported profits. The Compensation Committee considers the impact of
this expense when determining the type and value of equity awards to be granted
to its employees, including the NEOs.
- 12 -
The Company uses the Black-Scholes
model to determine the fair value of stock option grants, ensuring
that the amount of compensation accrued annually by the Company in connection
with its stock option grants may be more easily compared year to year since the
Black-Scholes model is the same methodology used by the Company to determine its
compensation expense in accordance with FASB ASC Topic 718.
Compensation Committee Report
We have reviewed and discussed with
management the Compensation Discussion and Analysis to be included in the
Company’s 2010 Stockholder Meeting Schedule 14A Proxy Statement (Proxy
Statement), filed pursuant to Section 14(a) of the Securities Exchange Act of
1934. Based on the reviews and discussions referred to above, we have
recommended to the Board of Directors that the Compensation Discussion and
Analysis referred to above be included in the Company’s Proxy Statement.
|
Compensation
Committee
|
|
M. Scott Farese (Chairman) |
|
Lance Brewer |
|
Stephen P. Soltwedel
|
- 13 -
EXECUTIVE COMPENSATION TABLES AND
NARRATIVE DISCLOSURE
The following tables set forth
compensation for the Company’s President and Chief Executive Officer (CEO),
Chief Financial Officer (CFO) and Chief Technology Officer (CTO) (together,
Named Executive Officers or NEOs) for the 2010 fiscal year.
Summary Compensation Table
The following table sets forth the
compensation of the Named Executive Officers for the fiscal years ended March
31, 2010, 2009 and 2008.
|
|
|
|
|
|
Option |
|
Stock |
|
Non-Equity |
|
All Other |
|
|
|
|
Fiscal |
|
|
|
Awards |
|
Awards |
|
Incentive Plan |
|
Compensation |
|
|
Name &
Position |
|
Year |
|
Salary
($) |
|
($)
(1) |
|
($)
(2) |
|
Compensation
($) |
|
($)(3) |
|
Total
($) |
Richard D. Kurtz,
CEO |
|
2010 |
|
295,000 |
|
39,035 |
|
52,000 |
|
- |
|
6,160 |
|
392,195 |
|
|
2009 |
|
295,000 |
|
23,913 |
|
- |
|
88,502 |
|
14,480 |
|
421,895 |
|
|
2008 |
|
256,000 |
|
8,095 |
|
- |
|
- |
|
6,332 |
|
270,427 |
Robin F. Risser, CFO |
|
2010 |
|
225,000 |
|
20,640 |
|
26,000 |
|
- |
|
6,011 |
|
277,651 |
|
|
2009 |
|
225,000 |
|
24,124 |
|
- |
|
47,248 |
|
14,867 |
|
311,239 |
|
|
2008 |
|
206,928 |
|
14,247 |
|
- |
|
- |
|
9,418 |
|
230,593 |
Steven Williamson,
CTO |
|
2010 |
|
210,000 |
|
20,640 |
|
26,000 |
|
- |
|
6,820 |
|
263,460 |
|
|
2009 |
|
210,000 |
|
24,124 |
|
- |
|
44,099 |
|
14,056 |
|
292,279 |
|
|
2008 |
|
200,008 |
|
14,247 |
|
- |
|
- |
|
8,918 |
|
223,173 |
____________________
1) |
Represents the aggregate grant date fair value related to stock
option awards granted during the reported fiscal year as computed in
accordance with FASB ASC Topic 718. Accordingly, the dollar amounts listed
do not necessarily reflect the dollar amount of compensation that may be
realized by the Named Executive Officers. For a discussion of valuations
assumptions used in calculating the amounts reported for the 2008-2010
fiscal years, see Note 8 to the Company’s 2010 Consolidated Financial
Statements included in its Annual Report on Form 10-K for the year ended
March 31, 2010. |
|
2) |
Represents the aggregate grant date fair value related to
restricted stock awards issued during the 2010 fiscal year for services
rendered by the NEOs during the 2009 fiscal year, as computed in
accordance with FASB ASC Topic 718. Accordingly, the dollar amounts listed
do not necessarily reflect the dollar amount of compensation that may be
realized by the Named Executive Officers. For a discussion of valuation
assumptions used in calculating the amounts reported for the 2010 fiscal
year, see Note 8 to the Company’s 2010 Consolidated Financial
Statements included in its Annual Report on Form 10-K for the year ended
March 31, 2010. |
|
3) |
Amounts
include life insurance premiums, Company matching contributions to the
Company’s 401K Savings Plan in fiscal years 2008 and 2009 and long-term
disability premiums. |
- 14 -
Grants of Plan-Based Awards
The Company provides incentive
awards (which may be paid in the form of cash, restricted stock, or some
combination thereof) to the NEOs pursuant to the Executive Incentive
Compensation Plan (Bonus Plan). Annually, the Compensation Committee establishes
a targeted bonus for each NEO based on a percentage of his annual base salary.
With respect to the 2010 fiscal year, the CEO’s targeted bonus was approximately
50% of his 2010 fiscal year base salary and the CFO’s and CTO’s targeted bonuses
were approximately 35% of their 2010 fiscal year base salaries. The Bonus Plan
provides for a range of potential bonus payments based on the Company’s
achievement of Sales and EBIT Percentage results (each term, as described under
the Bonus Plan) which are approved by the Compensation Committee at the
beginning of the fiscal year and are set forth in a matrix of potential results.
The NEOs are eligible for bonus payments under the bonus matrix ranging from 20%
to 200% of their targeted bonuses based on the Company’s Sales and EBIT
Percentage results for the fiscal year. Since the Company did not achieve the
minimum performance objectives for the 2010 fiscal year, no incentive awards
were issued to the NEOs pursuant to the Bonus Plan for the 2010 fiscal year. A
discussion of the Compensation Committee’s administration of the Bonus Plan is
provided under the heading “Compensation Discussion and Analysis.”
Grants of Plan-Based Awards Table
The following table sets forth
certain additional information regarding grants of plan-based awards for the
Named Executive Officers for the fiscal year ended March 31, 2010.
|
|
Estimated Future
Pay-Outs |
|
|
|
Grant Date |
|
|
|
|
Under Non-Equity
Incentive |
|
All Other
Stock |
|
Fair Value of |
|
|
|
|
Plan Awards
(1)(2) |
|
Awards:
Number |
|
Stock and |
|
|
|
|
Threshold |
|
Target |
|
Maximum |
|
of Shares of
Stock |
|
Option |
|
|
Name |
|
($) |
|
($) |
|
($) |
|
or Units
(#)(3) |
|
Awards ($)(4) |
|
Grant Date |
Richard D. Kurtz |
|
29,500 |
|
147,503 |
|
295,006 |
|
80,000 |
|
52,000 |
|
6/15/2009 |
Robin F. Risser |
|
15,750 |
|
78,748 |
|
157,499 |
|
40,000 |
|
26,000 |
|
6/15/2009 |
Steven Williamson |
|
14,700 |
|
73,499 |
|
146,998 |
|
40,000 |
|
26,000 |
|
6/15/2009 |
____________________
1) |
The
threshold, target and maximum amounts which could be paid under the Bonus
Plan with respect to the 2010 fiscal year represent 20%, 100% and 200%,
respectively, of each NEO’s targeted bonus. A discussion of the Bonus Plan
is provided under the heading “Compensation Discussion and Analysis.” As
noted above, since the Company did not achieve the minimum performance
objectives for the 2010 fiscal year, no incentive awards were issued to
the NEOs pursuant to the Bonus Plan for that fiscal year.
|
|
|
2) |
Although bonuses under the Bonus Plan may be paid in the form of
cash, restricted stock, or some combination thereof, the threshold, target
and maximum amounts set forth above represent the cash value of the
potential bonus awards. The number of shares of restricted stock issuable
upon the achievement of the respective performance targets is not
determinable because the number of shares is derived by dividing the
amount of the bonus award by the average of the high and low selling
prices of the Company’s Class A Common Stock on the trading day
immediately preceding the date the bonus is paid.
|
|
|
3) |
Represents equity award compensation for services performed during
the 2009 fiscal year which was granted during the 2010 fiscal year. Each
award consisted of shares of Class A Common Stock underlying a restricted
stock grant issued under the Company’s 2007 Equity Incentive Plan that
vested on the three month anniversary of the grant date.
|
|
|
4) |
Represents the aggregate grant date fair value of restricted stock
awards issued during the 2010 fiscal year for services rendered by the
NEOs during the 2009 fiscal year, as computed in accordance with FASB ASC
Topic 718. Accordingly, the dollar amounts listed do not necessarily
reflect the dollar amount of compensation that may be realized by the
NEOs. For a discussion of valuation assumptions used in calculating the
amounts reported for the 2010 fiscal year, see Note 8 to the
Company’s 2010 Consolidated Financial Statements included in its Annual
Report on Form 10-K for the year ended March 31, 2010.
|
- 15 -
Narrative Addendum to the Summary
Compensation Table
and the Grants of Plan-Based Awards
Table
Equity Plan
The only compensation plan pursuant
to which the Company presently grants equity awards is its 2007 Equity Incentive
Plan (Equity Plan). Pursuant to the Equity Plan, employees, including the Named
Executive Officers, may be granted stock options and restricted stock awards
(Awards). The exercise price of all stock options, including Incentive Stock
Options (ISOs) as defined by Section 422 of the Internal Revenue Code of 1986,
is the fair market value of the Company’s Class A Common Stock on the date of
the option grant. All employees of the Company and its subsidiaries as well as
the Company’s non-employee directors, consultants and advisors are eligible to
receive Awards under the Equity Plan. The Equity Plan provides that the
Compensation Committee may determine which employees are granted Awards and the
number of shares subject to each Award. In addition, as discussed in the
Compensation Discussion and Analysis section of this Proxy Statement, bonuses
payable to the Named Executive Officers under the Bonus Plan may be paid in the
form of stock issued pursuant to the Equity Plan. On account of the Company’s
increased revenues and EBITDA in the 2009 fiscal year and as compensation for
services rendered during such year, the Compensation Committee approved grants
of restricted stock under the Equity Plan to the CEO (80,000 shares), CFO
(40,000 shares) and CTO (40,000 shares) during the 2010 fiscal
year.
Upon termination of employment
(unless due to death, disability or retirement), vested options granted to an
employee remain exercisable for three months following such termination. Subject
to certain conditions, upon a termination of employment due to the death of an
employee, all unvested options then held become fully exercisable and
remain so for the remainder of their terms. Subject to certain conditions, upon
the termination of employment due to the retirement or disability of an
employee, all unvested options then held will continue to vest and
will remain exercisable for the remainder of their terms. Upon a termination of
employment for any reason, restricted stock granted to an employee as to which
vesting conditions have not been satisfied or waived are forfeited.
Prior to the adoption of the Equity
Plan, the Company granted options under its 1997 Employee Stock Option Plan and
its 2000 Stock Option Plan (together, Prior Option Plans). Following adoption of
the Equity Plan, the Company ceased to award options under the Prior Option
Plans. However, all outstanding options awarded under the Prior Option Plans
continue to be governed by the terms of such Prior Option Plans.
- 16 -
Outstanding Equity Awards at Fiscal
Year End Table
The following table sets forth
information regarding the unexercised options held by each of the Named
Executive Officers as of March 31, 2010.
|
|
|
|
Number of Securities |
|
|
|
|
|
|
Number of Securities |
|
Underlying
Unexercised |
|
Option |
|
|
|
|
Underlying
Unexercised |
|
Options –
Unexercisable |
|
Exercise |
|
Option |
Name |
|
Options –
Exercisable (#) |
|
(#) |
|
Price
($) |
|
Expiration
Date |
Richard D. Kurtz |
|
150,000 |
|
- |
|
|
3.19 |
|
8/25/2010 |
|
|
70,000 |
|
- |
|
|
0.80 |
|
4/20/2011 |
|
|
25,000 |
|
- |
|
|
0.86 |
|
8/17/2011 |
|
|
150,000 |
|
- |
|
|
0.67 |
|
2/20/2012 |
|
|
90,000 |
|
- |
|
|
0.93 |
|
5/19/2013 |
|
|
28,000 |
|
- |
|
|
2.25 |
|
6/10/2014 |
|
|
21,000 |
|
- |
|
|
2.32 |
|
6/03/2015 |
|
|
50,000 |
|
50,000 |
(1) |
|
1.50 |
|
6/10/2018 |
Robin F. Risser |
|
100,000 |
|
- |
|
|
2.11 |
|
5/02/2015 |
|
|
25,000 |
|
25,000 |
(1) |
|
1.50 |
|
6/10/2018 |
Steven Williamson |
|
100,000 |
|
- |
|
|
2.11 |
|
5/02/2015 |
|
|
25,000 |
|
25,000 |
(1) |
|
1.50 |
|
6/10/2018 |
____________________
1) |
These
options were granted on June 10, 2008 and become exercisable as to 25% of
the shares underlying the option on the six month, first, second and third
anniversaries of the grant date. |
Option Exercises and Stock Vested
None of the Named Executive Officers
exercised any options during the fiscal year ended March 31, 2010. The following
table sets forth information regarding the vesting of stock awards during the
fiscal year ended March 31, 2010.
|
|
Stock
Awards |
|
|
Number of Shares |
|
Value Realized on |
|
|
Acquired on Vesting |
|
Vesting |
Name |
|
(#)(1) |
|
($) |
Richard D. Kurtz |
|
80,000 |
|
63,200 |
Robin F. Risser |
|
40,000 |
|
31,600 |
Steven Williamson |
|
40,000 |
|
31,600 |
____________________
1) |
Represents a restricted stock grant covering shares of Class A
Common Stock issued to each NEO under the Company’s 2007 Equity Incentive
Plan during the 2010 fiscal year for services rendered during the 2009
fiscal year. These shares vested on the three month anniversary of the
grant date.
|
- 17 -
Employment Agreements,
Post-Termination Benefits and Change in Control
Arrangements. The Company has historically entered
into employment agreements with its NEOs. The original employment agreements
with the Company’s CEO, CFO and CTO (collectively, the Original Employment
Agreements) expired on February 10, 2005, May 2, 2008 and May 2, 2008,
respectively. In general, the Original Employment Agreements provided for, among
other things, (i) the payment of incentive compensation if certain performance
based goals were met, (ii) the right to receive severance payments equal to the
remaining base salary such NEO would have received under his respective Original
Employment Agreement in the absence of such termination (along with the
provision of certain fringe benefits) in the event of a termination without
Cause (and, in the case of the CFO and CTO, a resignation for Good Reason) (each
term as defined in the applicable Original Employment Agreement) and subject to
execution and delivery of a general release, (iii) in the case of the CEO, the
right to receive severance payments and the immediate vesting of all options
following a change in control of the Company, and (iv) standard limitations on
competition or interference with the Company following termination.
After extensive review and
negotiation, the Company entered into replacement employment agreements with
each of its NEOs (each an Employment Agreement and collectively, the Employment
Agreements) on November 30, 2009. Pursuant to the terms of the Employment
Agreements, each NEO will continue to be employed by the Company in his current
position for an indefinite period commencing on November 30, 2009. As was the
case with the Original Employment Agreements, the Employment Agreements provide,
among other things, that the NEOs (i) will be eligible to receive incentive
compensation if the performance based goals established under the Bonus Plan are
met, (ii) will receive severance payments under certain circumstances and (iii)
will be subject to standard limitations on competition or interference with the
Company following termination. In particular, if an NEO’s employment is
terminated by the NEO for Good Reason or by the Company Without Cause or due to
the NEO’s Disability (each term as defined in the Employment Agreements), each
Employment Agreement provides that, subject to the NEO’s execution and delivery
of a general release, the Company will, among other things, (i) continue to pay
to the NEO for a period of two years commencing upon such termination (the
Pay-Out Period) his base salary in effect at the time of termination, (ii) pay
the NEO any accrued but unpaid bonus earned by him under the Bonus Plan with
respect to the fiscal year preceding the year of termination, plus a pro rated
portion (based on a fraction, the numerator of which is the number of days in
the fiscal year preceding the date of termination and the denominator of which
is 365) of any bonus that would have been earned by him under the Bonus Plan for
the fiscal year of termination assuming that such NEO’s employment had continued
for the full fiscal year, and (iii) use its reasonable best efforts to ensure
that the NEO continues to participate in the Company’s group medical and dental
health insurance plans during the Pay-Out Period and, in any event, pay to the
NEO an amount equal to the monthly costs for such coverage. Each Employment
Agreement further provides that upon termination the NEO will be subject to
standard limitations on competition or interference with the Company for the
longer of any Pay-Out Period or one year.
In addition to the above, the
Company’s Employment Agreements with its CEO and CFO obligate the Board to
endeavor to maintain each of the CEO and CFO as a director during the term of
their respective Employment Agreement.
The following table sets forth the
compensation that would have been received by each of the NEOs had his
employment been terminated by the Company without Cause or by the NEO with Good
Reason as of March 31, 2010.
|
|
|
|
|
|
Non-Equity |
|
Medical |
|
|
|
|
Salary |
|
Stock |
|
Incentive Plan |
|
Benefit |
|
|
|
|
Continuation($) |
|
Awards |
|
Compensation ($) |
|
Continuation |
|
|
Name &
Position |
|
(1) |
|
($) (2) |
|
(2) |
|
($) (3) |
|
Total |
Richard D. Kurtz,
CEO |
|
590,000 |
|
- |
|
- |
|
5,336 |
|
595,336 |
Robin F. Risser, CFO |
|
450,000 |
|
- |
|
- |
|
26.375 |
|
476,375 |
Steven Williamson,
CTO |
|
420,000 |
|
- |
|
- |
|
26,245 |
|
446,245 |
____________________
1) |
Equals
two times the 2010 base salary, payable over two years. |
|
2) |
Consists of amounts payable (at the election of the Company, in
either cash or restricted stock) for the 2010 fiscal year under the Bonus
Plan as reflected in the “Summary Compensation Table”. |
|
3) |
Equals
24 times the monthly premium under the Company’s group medical and dental
plans. |
The Employment Agreements do not
provide benefits to any NEO in the event of a change in control of the Company.
Under the Equity Plan the Board may, in its sole discretion, accelerate vesting
of stock options and stock awards in connection with a change in
control.
- 18 -
Director Compensation Table
The table below summarizes the
compensation paid by the Company to its non-employee directors for the fiscal
year ended March 31, 2010.
|
|
Fees Earned or |
|
Stock Awards |
|
Option Awards |
|
|
Name |
|
Paid in Cash
($) |
|
$(1) |
|
($)(1) |
|
Total
($) |
Lance Brewer |
|
51,525 |
|
25,000 |
|
- |
|
76,525 |
M. Scott Farese |
|
55,900 |
|
25,000 |
|
- |
|
80,900 |
Donald Pastor |
|
49,400 |
|
25,000 |
|
- |
|
74,400 |
Steve P. Soltwedel |
|
58,025 |
|
25,000 |
|
- |
|
83,025 |
____________________
1) |
Represents the aggregate grant date fair value related to stock
awards and stock option awards granted in the 2010 fiscal year computed in
accordance with FASB ASC Topic 718. Accordingly, the dollar amounts listed
do not necessarily reflect the dollar amount of compensation that may be
realized by the directors. For a discussion of valuation assumptions see
Note 8 to the Company’s 2010 Consolidated Financial Statements
included in the Company’s Annual Report on Form 10-K for the year ended
March 31, 2010. |
Director Fees
During the 2010 fiscal year, each
non-employee director was paid an annual retainer of $40,650 plus a fee of
$1,000 for each Board meeting attended. In addition each non-employee Committee
member was paid $1,000 for each Committee meeting attended, and the Chairman of
the Compensation Committee received $250 per quarter and the Chairman of the
Audit Committee received $625 per quarter. In addition, the Company reimburses
any out-of-town non-employee directors for expenses associated with travel to
any Board meeting.
Automatic Equity
Grants
The Company’s non-employee directors
participate in the Equity Plan. Under the Equity Plan, upon a non-employee
director’s initial appointment to the Board, such director receives an automatic
initial stock grant covering that number of shares of Class A Common Stock
having a fair market value on the date of grant of $25,000 (pro-rated for the
period from the date of appointment to the following September 1), which fully
vests on the six month anniversary of the grant date. On September 1 of each
year, each then serving non-employee director receives an automatic annual stock
grant covering that number of shares of Common Stock having a fair market value
of $25,000 on the date of grant, which fully vests on the six month anniversary
of the grant date. Any non-employee director, however, who received an initial
option grant under any prior option plans that is not fully-vested on the date
such director would otherwise receive an automatic stock grant will not be
entitled to receive such stock grant.
- 19 -
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The Company is the obligor with
respect to a promissory note held by Mr. Risser, a director of the Company and
its CFO (the Risser Note), and a promissory note held by Mr. Williamson, the
Company’s CTO (the Williamson Note, and together with the Risser Note, the
Notes). The Notes were entered into in connection with the Company’s acquisition
of Messrs. Risser’s and Williamson’s equity interests in Picometrix, Inc. in
2005. The highest amount owing under the Risser Note during the 2010 fiscal year
was $466,833 which was the amount owing as of March 31, 2010. The highest amount
owing under the Williamson Note during the 2010 fiscal year was $933,667 which
was the amount owing as of March 31, 2010. As of June 30, 2010, $466,833 was
outstanding under the Risser Note and $933,667 was outstanding under the
Williamson Note. The principal and interest on the Notes is payable in annual
and quarterly installments, respectively, and each promissory note accrues
interest at a per annum rate equal to the Prime Rate (as defined in the Notes)
plus one percent (1%); the current interest rate is 4.25% per annum. As approved
by the Company’s Audit Committee, the Company entered into a fourth amendment to
each Note to extend the due date for the fourth annual installment under the
Notes (in the aggregate principal amount of $450,000) to December 1, 2010 and
the final installment (in the aggregate principal amount of $950,500) to March
1, 2011 from the prior payment date of March 1, 2010. Accordingly, the final
payment under the Notes is due on March 1, 2011. With respect to the fiscal year
ended March 31, 2010, the Company paid no principal and $ 19,840.40 in interest
under the Risser Note and no principal and $39,608.85 in interest under the
Williamson Note.
The Company’s written Code of
Business Conduct and Ethics provides that all conflicts of interest, including
transactions with executive officers, directors or their family members, are
prohibited unless approved by the Board or a Committee of the Board. In
addition, all directors and executive officers are required to annually complete
a questionnaire to identify their related interests and are required to notify
the Company of any changes in that information. These reports are reviewed by
the Company and, as appropriate, the Company’s outside counsel. If any director,
executive officer or other employee of the Company becomes aware of a conflict
of interest or potential conflict of interest, such person is required to bring
it to the attention of an executive officer, the Audit Committee or the Board.
- 20 -
PROPOSAL 2 - RATIFICATION OF THE
APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
BDO USA, LLP
(formerly known as BDO Seidman, LLP),
independent auditors, audited the Company’s financial statements for the 2010
fiscal year. BDO USA, LLP has been engaged by the Company as its independent
auditor since July 19, 2007. Representatives of BDO USA, LLP are
expected to be present at the Annual Meeting to respond to appropriate questions
from stockholders and to make a statement if they desire to do so. It is the
Board and management’s recommendation that the stockholders ratify the
appointment of BDO USA, LLP as the Company’s independent registered public
accounting firm for fiscal year ending March 31, 2011.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FEES AND SERVICES
The following table sets forth the
aggregate fees billed to the Company for professional services rendered by BDO
USA, LLP for the audit of the Company’s annual financial statements included in
the Company’s Annual Report on Form 10-K and review of its financial statements
included in the Company’s quarterly reports on Form 10-Q for the 2010 and 2009
fiscal years, and fees billed for other services rendered by BDO USA,
LLP for such fiscal years.
|
|
2010 |
|
2009 |
Audit Fees |
|
$174,785 |
|
$167,987 |
Audit Related Fees |
|
-0- |
|
-0- |
Tax Fees |
|
-0- |
|
-0- |
All Other Fees |
|
-0- |
|
-0- |
Total |
|
$174,785 |
|
$167,987 |
|
|
|
|
|
The Audit Committee’s policy is to
pre-approve all audit services and all non-audit services that the Company’s
independent auditor is permitted to perform for the Company under applicable
federal securities regulations. While it is the general policy of the Audit
Committee to make such determinations at full Audit Committee meetings, the
Audit Committee may delegate its pre-approval authority to one or more members
of the Audit Committee, provided that all such decisions are presented to the
full Audit Committee at its next regularly scheduled meeting.
AUDIT COMMITTEE REPORT*
For the fiscal year ended March 31,
2010, the Audit Committee consisted of M. Scott Farese, Stephen P. Soltwedel and
Donald Pastor. The Board has affirmatively determined that Messrs. Farese,
Soltwedel and Pastor are independent as determined under Rule 10A-3 of the
Securities Exchange Act of 1934, as amended, and the NYSE Amex listing
standards. The Audit Committee operates under a written charter adopted by the
Board.
As required by its written charter,
which sets forth its responsibilities and duties, the Audit Committee reviewed
and discussed our audited financial statements as of and for the year ended
March 31, 2010 with management, the internal auditor and BDO USA, LLP our
independent registered public accounting firm. Management represented that the
consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America. The Audit
Committee reviewed and discussed the audited consolidated financial statements,
as well as the unaudited financial statements included in Quarterly Reports on
Form 10-Q for each of the first three quarters of the fiscal year, with
management and BDO USA, LLP. The Audit Committee discussed with BDO USA, LLP
matters required to be discussed by the Statement of Auditing Standards No. 61
(Communication with Audit Committees) as amended (AICPA, Professional Standards,
Vol. 1, AU Section 380, as adopted by the Public Company Accounting Oversight
Board in Rule 3200T). BDO USA, LLP also provided the Audit Committee with the
written independent disclosures required by applicable requirements of the
Public Company Accounting Oversight Board, and the Audit Committee discussed
with BDO USA, LLP its independence.
____________________
* |
Notwithstanding anything to the contrary set forth in any of our
previous or future filings under the Securities Act of 1933 or the 1934
Act, the Audit Committee Report shall not be incorporated by reference in
any such filings. |
- 21 -
In reliance on the reviews and
discussions referred to above, the Audit Committee recommended to the Board that
the audited financial statements be included or incorporated by reference in the
Annual Report on Form 10-K for the fiscal year ended March 31, 2010 for filing
with the Securities and Exchange Commission.
|
Audit Committee
|
|
Stephen P. Soltwedel (Chairman)
|
|
Donald Pastor |
|
M. Scott Farese
|
- 22 -
MISCELLANEOUS
Annual Report
The Company’s 2010 Annual Report is
being mailed to stockholders together with this Proxy Statement.
Form 10-K
AT YOUR WRITTEN REQUEST, WE WILL
PROVIDE WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON FORM 10-K AS FILED WITH
THE SEC FOR THE FISCAL YEAR ENDED MARCH 31, 2010. PLEASE MAIL YOUR REQUEST TO
THE SECRETARY, ADVANCED PHOTONIX, INC., 2925 BOARDWALK, ANN ARBOR, MICHIGAN
48104. YOU MAY ALSO ACCESS OUR FORM 10-K UNDER THE “INVESTORS” LINK ON OUR
WEBSITE AT WWW.ADVANCEDPHOTONIX.COM.
Delivery of Documents to
Stockholders Sharing an Address
The SEC’s “householding” rules
permit us to deliver only one set of proxy materials to stockholders who share
an address unless otherwise requested. If you share an address with another
stockholder and have received only one set of proxy materials, you may request a
separate copy of these materials at no cost to you by calling the corporate
Secretary at (734) 864-5600 or by writing to the Company at 2925 Boardwalk, Ann
Arbor, Michigan 48104. For future annual meetings, you may request separate
voting materials, or request that we send only one set of proxy materials to you
if you are receiving multiple copies, by calling or writing to us at the number
or address given above. If you are a beneficial owner and wish in the future to
receive a separate set of proxy materials for each brokerage account through
which you may own our shares or if your household is currently receiving
multiple copies of the proxy materials and you would like in the future to
receive only a single set of proxy materials at your address, please contact the
corporate Secretary at (734) 864-5600 or by writing to the Company at 2925
Boardwalk, Ann Arbor, Michigan 48104, and indicate your name, the name of each
of your brokerage firms or banks where your shares are held, and your account
numbers. We will promptly deliver to a stockholder who received one copy of the
proxy materials as the result of householding a separate copy of the materials
upon the stockholder’s written or oral request to through the methods set forth
above.
Proposals of Stockholders;
Stockholder Business
If you wish to submit a proposal for
consideration at our 2011 Annual Meeting of Stockholders, you should submit the
proposal in writing to the Secretary of the Company at the address set forth on
the Notice page of this Proxy Statement. Proposals must be received by us on or
before March 16, 2011 for inclusion in next year’s proxy materials. However, if
next year’s annual meeting is held on a date more than 30 days before or after
August 20, 2011, a stockholder proposal must be received by a reasonable time
before the Company begins to print and mail its proxy solicitation for such
annual meeting. If you submit a proposal you must, in all other respects, comply
with Rule 14a-8 under the Securities Exchange Act of 1934. If you intend to
present a proposal at our 2011 Annual Meeting without inclusion of the proposal
in our proxy materials, you are required to provide notice of the presenting
proposal to the Company in accordance with our by-laws no later than June 21,
2011 nor earlier than May 22, 2011. Pursuant and subject to Rule 14a-4(c)(2)
under the Securities Exchange Act of 1934, we may vote all of the shares for
which we have received proxies for the 2011 Annual Meeting of Stockholders in
our discretion as to any such proposal. We may vote in our discretion as to any
such proposal all of the shares for which we have received proxies for the 2011
Annual Meeting of Stockholders in accordance with and subject to applicable
rules under the Securities Exchange Act of 1934.
Your vote is important. We urge you
to vote without delay.
|
By
Order of the Board of Directors,
|
|
|
|
ROBIN F.
RISSER,
|
|
Secretary
|
Dated:
July 15, 2010
- 23 -
ADVANCED PHOTONIX,
INC.
Proxy - For the
Annual Meeting of Stockholders – August 20, 2010
I appoint Richard D. Kurtz
and Robin F. Risser, or either of them, as my proxies, with full power of
substitution, to vote all shares of Class A Common Stock of ADVANCED
PHOTONIX, INC. which I am entitled to vote at the Annual Meeting of
Stockholders to be held on August 20, 2010 at 10:00 a.m. at the Company’s
principal office at 2925 Boardwalk, Ann Arbor, Michigan and at any adjournments
of the meeting on all matters coming before said meeting.
My proxies will vote the shares represented by this
proxy as directed on the other side of this card, but in the absence of any
instructions from me, my proxies will vote “FOR” the election of all the
nominees listed under Proposal 1 and “FOR” the ratification of the selection of
the auditors in Proposal 2. My proxies may vote according to their discretion on
any other matter which may properly come before the meeting. I may revoke this
proxy prior to its exercise.
THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The Board of Directors
Recommends a Vote FOR Proposal
1 and FOR Proposal
2.
(continued on
reverse side)
ADVANCED
PHOTONIX, INC. 2925
BOARDWALK ANN ARBOR, MI
48104 |
VOTE BY
MAIL |
Mark, sign and date your proxy card and
return it in the postage-paid envelope we have provided or return it to
Vote Processing., c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK
AS FOLLOWS: |
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
DETACH AND RETURN THIS
PORTION ONLY |
|
|
|
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. |
|
|
|
|
|
|
|
|
|
|
The Board of
Directors recommends a vote FOR the following: |
For All |
Withhold All |
For
All Except |
|
|
|
|
To withhold authority
to vote for any individual nominee(s), mark “For All Except” and write the
number(s) of the nominee(s) on the line below. |
|
|
|
|
|
|
|
|
|
|
|
1. |
Election of Directors: |
o |
o |
o |
|
|
|
|
|
|
|
Nominees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 |
Richard D. Kurtz |
02 |
Robin F. Risser |
|
03 |
Lance Brewer |
04 |
M. Scott Farese |
05 |
Donald Pastor |
|
|
06 |
Stephen P. Soltwedel |
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends a |
|
|
|
|
|
|
|
|
vote FOR the
following proposal: |
For |
Against |
Abstain |
|
|
|
|
|
|
|
|
o |
o |
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2. |
Ratification of the selection of
BDO USA, LLP (formerly known as BDO Seidman, LLP) as Advanced Photonix,
Inc.’s independent registered public accounting firm for the fiscal year
ending March 31, 2011. |
|
|
|
|
|
|
|
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|
|
|
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NOTE: Such other business as may properly
come before the meeting or any adjournment thereof. |
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Please sign here exactly as your name(s)
appear(s) on this proxy. If signing for an estate, trust or corporation,
title or capacity should be stated. If shares are held jointly, each
holder should sign. If a partnership, sign in partnership name by an
authorized person.
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PLEASE SIGN, DATE
AND MAIL IN THE ENVELOPE
PROVIDED |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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