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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/26/20 Telenav, Inc. 10-K/A 6/30/20 12:1.4M Donnelley … Solutions/FA |
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10-K/A |
i ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
i Delaware |
i 77-0521800 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
i Common Stock, $0.001 Par Value per Share |
i TNAV |
i The NASDAQ Global Market |
Large accelerated filer | ☐ | i Accelerated filer | ☒ | |||
Non-accelerated filer |
☐ | Smaller reporting company | i ☐ | |||
Emerging growth company | i ☐ |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Director Since |
Current Position |
Expiration of Current Term |
||||||||||
Class I Directors |
||||||||||||||
Samuel Chen (2) (3) |
69 | 2002 | Director | 2022 | ||||||||||
Wes Cummins (1) (3) |
43 | 2016 | Director | 2022 | ||||||||||
Class II Directors |
||||||||||||||
Douglas Miller (1) |
63 | 2015 | Lead Independent Director | 2020 | ||||||||||
Ken Xie (2) (4) |
57 | 2012 | Director | 2020 | ||||||||||
Class III Directors |
||||||||||||||
HP Jin |
56 | 1999 | Chair of our Board of Directors, President and Chief Executive Officer | 2021 | ||||||||||
Randy Ortiz (1) (2) |
62 | 2017 | Director | 2021 |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the nominating and governance committee. |
(4) | Mr. Xie will not be standing for re-election when his current term expires as of the next annual meeting of stockholders. |
• | the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors; |
• | issues of character, judgment, independence, diversity, age, expertise, diversity of experience, length of service, other commitments and potential conflicts of interest; and |
• | other factors as our board of directors may consider appropriate. |
• | independence; |
• | high integrity; |
• | qualifications that will increase the overall effectiveness of our board of directors; and |
• | other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members. |
• | our accounting and financial reporting processes as well as the audit and integrity of our financial statements; |
• | the qualifications and independence of our independent registered public accounting firm; |
• | the performance of our independent registered public accounting firm; |
• | the organization and performance of the company’s internal audit function; |
• | our policies with respect to risk assessment and risk management pertaining to our financial, accounting and tax matters; and |
• | our compliance with our systems of disclosure controls and procedures, internal controls over financial reporting and compliance of our employees, directors and consultants with ethical standards we adopted. |
• | selecting and hiring the independent registered public accounting firm; |
• | supervising and evaluating the independent registered public accounting firm; |
• | evaluating the independence of the independent registered public accounting firm; |
• | approving audit and non-audit services and fees; |
• | reviewing financial statements and discussing with management, our internal auditor and the independent registered public accounting firm our annual and quarterly financial statements, the results of the independent audit and quarterly reviews, and reports and certifications regarding internal controls over financial reporting and disclosure controls; and |
• | reviewing reports and communications from the independent registered public accounting firm. |
Name |
Age |
Position | ||
HP Jin | 56 | Chair of our Board of Directors, President & Chief Executive Officer | ||
Salman Dhanani | 47 | Chief Operating Officer | ||
Adeel Manzoor | 45 | Chief Financial Officer & Treasurer | ||
Hassan Wahla | 48 | Chief Customer Officer | ||
Steve Debenham | 58 | Vice President, General Counsel & Secretary |
ITEM 11. |
DIRECTOR AND EXECUTIVE COMPENSATION |
Annual retainer |
$ | 40,000 | ||
Additional retainer, lead independent director |
15,000 | |||
Additional retainer, audit committee chair |
20,000 | |||
Additional retainer, audit committee member |
10,000 | |||
Additional retainer, compensation committee chair |
12,000 | |||
Additional retainer, compensation committee member |
6,000 | |||
Additional retainer, nominating and governance committee chair |
8,000 | |||
Additional retainer, nominating and governance committee member |
4,000 |
Name |
Fees Earned |
RSU Awards(1)(3) |
All Other Compensation |
Total |
||||||||||||
$ | 50,000 | $ | 104,924 | $ | — | $ | 154,924 | |||||||||
51,692 | 104,924 | — | 156,616 | |||||||||||||
Karen Francis(2) |
17,750 | — | 234,305 | 252,055 | ||||||||||||
68,654 | 104,924 | — | 173,578 | |||||||||||||
60,615 | 104,924 | — | 165,539 | |||||||||||||
50,000 | 104,924 | — | 154,924 |
(1) | Amounts reflect the aggregate grant date fair value of the annual awards to non-employee directors during the fiscal year which we computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. We |
measured the fair value of each RSU award based on $4.86, which was the closing price of our common stock on the date of grant. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of these awards, refer to Note 9 to the consolidated financial statements contained in the Original Filing. |
(2) | Ms. Francis’s service as a director ended on November 20, 2019. Accordingly, Ms. Francis did not receive an annual RSU award in fiscal 2020. However, pursuant to a consulting agreement we entered with Ms. Francis and effective as of November 20, 2019, Ms. Francis is being paid a quarterly consulting fee, and she received an RSU award during fiscal 2020. The amount we report for Ms. Francis in the “All Other Compensation” column includes $24,457 in consulting fees and $209,848 as the grant date fair value of the RSU award. Ms. Francis’ outstanding RSU award shall continue to vest in accordance with its terms until termination of the consulting agreement as of November 21, 2021. See “
Item 13 - Certain Relationships and Related Transactions and Director Independence. |
(3) | At June 30, 2020, each nonemployee director serving in that capacity as of that date held the following unvested RSUs and stock options, including vested and unvested options, to purchase the following aggregate number of shares of our common stock: |
Name |
Aggregate Shares Subject to Unvested RSUs |
Aggregate Shares Subject to Outstanding Options |
||||||
21,326 | 37,466 | |||||||
21,326 | 15,000 | |||||||
21,326 | 23,300 | |||||||
34,659 | — | |||||||
21,326 | 15,000 |
• | Total compensation opportunities should be competitive |
• | Total compensation should be related to our performance |
• | Total compensation should be related to individual performance |
• | Equity awards help executive officers think like stockholders |
• | to provide oversight of our overall compensation philosophy, policies, plans and benefit programs, including reviewing and making recommendations to our board of directors regarding certain compensation plans, as well as general compensation goals and guidelines for our executive officers and our board of directors as appropriate; |
• | to review and determine all compensation arrangements for our executive officers (including our chief executive officer) and to allocate such compensation among the various components of executive pay; |
• | to review and approve all equity compensation awards for all employees; and |
• | to oversee and direct our incentive and equity compensation plans, including our 2019 Equity Incentive Plan and 2019 Employee Stock Purchase Plan. |
• | assisted us in identifying a group of peer companies for purposes of comparing the levels of compensation for our CEO and other executive officers; |
• | gathered and analyzed compensation data from those peer companies as well as from other available compensation surveys from similarly sized companies in relevant industries; and |
• | assisted us in structuring awards as part of the equity incentive element of our compensation program, including assisting us in establishing appropriate amounts for equity incentive awards. |
• | our base salary levels placed our CEO at approximately the 15 th percentile, and the average of our other executive officers at approximately the 45th percentile of our peer and market survey companies; |
• | our target total cash compensation placed our CEO at approximately the 15 th percentile, and the average of our other executive officers at approximately the 45th percentile of our peer and market survey companies; |
• | our equity mix was weighted towards RSUs (including performance-based awards) compared to peer company practice, which typically included a greater mix of time-based options and RSUs; |
• | our target total direct equity compensation placed our CEO at approximately the 10 th percentile; with respect to Messrs. Dhanani and Wahla, and the average of our other executives at approximately the 60th percentile (with variation by individual executive officer), of our peer and market survey companies; and |
• | our overall compensation levels consider not only the peer and market survey company compensation levels but also reflect the unique job scope performed by many of the executives. |
• A10 Networks |
• Inseego | |
• Aerohive Networks |
• KVH Industries | |
• Agilysys |
• Leaf Group | |
• Amber Road |
• Limelight Networks | |
• American Software |
• Mitek Systems | |
• Brightcove |
• MobileIron | |
• Carbonite |
• Model N | |
• ChannelAdvisor |
• QAD | |
• Digi International |
• RealNetworks | |
• Digital Turbine |
• Rimini Street |
• | base salary: to retain employees, reflect differences in job scope and compensate for significant differences in responsibilities; |
• | cash bonuses: to encourage executives to deliver on short-term corporate financial and operating goals and individual objectives, and to ensure that a meaningful portion of compensation is based upon short-term performance in accordance with our performance-based pay philosophy; and |
• | equity awards: to encourage executives’ longer-term thinking, reward for innovation, promote alignment with stockholder interests and attract and retain key talent. |
Named Executive Officer |
Fiscal 2020 Base Salary |
|||
HP Jin (1) |
$ | 399,000 | ||
Salman Dhanani (2) |
365,000 | |||
Adeel Manzoor (3) |
340,000 | |||
Hassan Wahla (4) |
315,000 | |||
Steve Debenham (3) |
315,000 |
(1) | Dr. Jin’s base salary of $399,000 was an increase from $380,000 for fiscal 2019 |
(2) | The compensation committee originally set Mr. Dhanani’s base salary for fiscal 2020 at $330,000, which was an increase from $300,000 for fiscal 2019. The committee adjusted Mr. Dhanani’s base salary to $365,000 in February 2020 to reflect his expanded responsibilities in conjunction with his appointment by our board of directors as chief operating officer of the company. |
(3) | Mr. Manzoor joined the company, effective July 1, 2019, and Mr. Debenham, effective August 15, 2019. The compensation committee set their respective base salaries in conjunction with their commencement of employment with the company. |
(4) | Mr. Wahla’s base salary of $315,000 was an increase from $280,000 for fiscal 2019. |
Named Executive Officer |
Fiscal 2020 Target Bonus (% of Base Salary) (1) |
Fiscal 2020 Target Bonus Amount (1) |
||||||
HP Jin (2) |
100% | $ | 395,833 | |||||
Salman Dhanani (3) |
80 | 226,333 | ||||||
Adeel Manzoor (4) |
60 | 204,000 | ||||||
Hassan Wahla (2) |
60 | 185,500 | ||||||
Steve Debenham (4) |
55 | 152,292 |
(1) | We calculate the fiscal 2020 target bonus amount by multiplying the target bonus percentage times the blended salary amount to be received for the twelve months of fiscal 2020. |
(2) | The fiscal 2020 target bonus percentage for Dr. Jin and Mr. Wahla are unchanged from fiscal 2019. |
(3) | The compensation committee originally set Mr. Dhanani’s Target Bonus (%) for fiscal 2020 at 60%, which was unchanged from fiscal 2019, and his base salary at $330,000, an increase from $300,000 from fiscal 2019. In February 2020, the compensation committee adjusted Mr. Dhanani’s Target Bonus (%) to 80% and base salary to $365,000 to reflect his expanded responsibilities in conjunction with his appointment by our board of directors as chief operating officer of the company. |
(4) | Mr. Manzoor joined the company, effective July 1, 2019, and Mr. Debenham, effective August 15, 2019. The compensation committee set their respective target bonus percentages in conjunction with their commencement of employment with the company. |
• | “Revenue,” which we recognized during fiscal 2020, and which we reported in the Original Filing; |
• | “Adjusted EBITDA,” which we define as EBITDA for fiscal 2020, but adjusted to exclude the impact of stock-based compensation expense, depreciation and amortization, other income (expense), net, provision (benefit) for income taxes, and other applicable items such as goodwill impairment, legal settlements and contingencies, and other applicable items, and is calculated consistently with the Adjusted EBITDA metric presented in the Original Filing; and |
• | “Billings from Growth Opportunities,” which we define as revenue we recognized plus the change in deferred revenue from the beginning to the end of the applicable period, which we associate from new business opportunities we developed during fiscal 2020, and which we calculate consistently with the billings metrics presented in the Original Filing. |
Fiscal 2020 KPIs — Corporate |
Weighting |
Target KPI Level (in millions) |
||||||
Revenue |
20 | % | $ | 233.2 | ||||
Adjusted EBITDA |
50 | 8.4 | ||||||
Billings from Growth Opportunities |
30 | 115.0 |
Fiscal 2020 KPIs — Corporate |
Target KPI Level |
Achievement to Plan |
Weighted Performance Score |
|||||||||
(dollars in millions) | ||||||||||||
Revenue |
$ | 233.2 | 103.1 | % | 20.6% | |||||||
Adjusted EBITDA |
8.4 | 281.3 | 75.0 | |||||||||
Billings from Growth Opportunities |
115.0 | 33.5 | 0 | |||||||||
|
|
|||||||||||
Total Bonus Payout |
95.6% | |||||||||||
|
|
Named Executive Officer |
Fiscal 2020 Target Annual Cash Bonus |
Total Weighted Performance Score |
Fiscal 2020 Actual Annual Bonus Payment |
|||||||||
HP Jin |
$ | 395,833 | 95.6 | % | $ | 378,417 | ||||||
Salman Dhanani |
226,333 | 95.6 | 216,375 | |||||||||
204,000 | 95.6 | 195,024 | ||||||||||
Hassan Wahla |
185,500 | 95.6 | 177,338 | |||||||||
Steve Debenham |
152,292 | 95.6 | 145,591 |
Named Executive Officer |
Option Awards(1) |
RSU Awards(2) |
Performance- based RSU Awards(3) |
|||||||||
HP Jin |
— | — | 380,000 | |||||||||
Salman Dhanani(4) |
55,000 | 230,000 | 480,000 | |||||||||
Adeel Manzoor (5) |
— | 120,846 | — | |||||||||
Hassan Wahla(4) |
— | 50,000 | 200,000 | |||||||||
Steve Debenham (5) |
— | 122,500 | — |
(1) | 1/48th of the shares underlying each grant of options vest in equal monthly installments, with the first such vesting occurring on November 10, 2019 and the last such vesting occurring on October 10, 2023, subject to the recipient’s continuous status as a service provider to us. |
(2) | 1/4th of the shares underlying each grant of RSUs vest in equal annual installments, with the first such vesting occurring on October 10, 2020 and the last such vesting occurring on October 10, 2023, subject to the recipient’s continuous status as a service provider to us. |
(3) | The shares of stock subject to the performance-based RSUs (each, a “PSU Award”) are subject to four performance milestones, each requiring achievement of a specified trailing average closing share price on the Nasdaq Global Market for a 30 trading day period on or before the three-year anniversary of the PSU Award’s grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then with respect to the PSU Awards approved to Dr. Jin and Messrs. Dhanani and Wahla in September 2019, one-half of the shares that became eligible to vest under the PSU Award upon achievement of that stock price performance milestone shall vest on the date that the compensation committee certifies achievement of the milestone and the remaining one-half of the shares
will vest one year later. With respect to the PSU Awards approved to Messrs. Dhanani and Wahla in February 2020, shares eligible to vest upon achieving an individual stock price performance milestone will vest in four equal, successive, quarterly installments as of the ensuing March 10, June 10, September 10 and December 10 , subject to the executive officer’s continued service with us through the respective vesting dates. |
(4) | We also include in this table the PSU Awards which the compensation committee granted to Messrs. Dhanani and Wahla in February 2020, which we discuss above. |
(5) | Mr. Manzoor joined the company, effective July 1, 2019, and Mr. Debenham, effective August 15, 2019. We include in this table the RSU Awards which the compensation committee granted to Messrs. Manzoor and Debenham in conjunction with their commencement of employment with the company. |
Named Executive Officer |
Stock Holdings(1) |
Value of Stock Holdings(2) |
Stock Ownership Guidelines |
|||||||||
HP Jin |
2,357,927 | $ | 8,488,537 | $ | 2,394,000 | |||||||
Salman Dhanani |
257,216 | 925,978 | 547,500 | |||||||||
Adeel Manzoor (3) |
19,821 | 71,356 | 510,000 | |||||||||
Hassan Wahla |
71,813 | 258,526 | 397,500 | |||||||||
Steve Debenham (3) |
— | — | 472,500 |
(1) | Represents the number of shares of our common stock directly or beneficially held as of September 30, 2020. |
(2) | On September 30, 2020, the closing price of a share of our common stock on The Nasdaq Stock Market was $3.60 per share. |
(3) | Mr. Manzoor joined the company, effective July 1, 2019, and Mr. Debenham, effective August 15, 2019. Each executive has five years from their respective employment commencement date to demonstrate compliance with our stock ownership guidelines. |
Randy Ortiz (Chair) |
Samuel Chen |
Ken Xie |
Name and Principal Position |
Fiscal Year |
Salary |
Merit Bonus(1) |
RSU Awards (2) |
Option Awards (2) |
Non-Equity Incentive Plan Compensation(3) |
All Other Compensation |
Total |
||||||||||||||||||||||||
HP Jin Chair of our Board of Directors, President and Chief Executive Officer |
|
2020 2019 2018 |
|
$ |
395,833 380,000 380,000 |
|
$ |
— — — |
|
$ |
875,900 304,200 — |
|
$ |
— — — |
|
$ |
378,417 342,000 432,060 |
|
$ |
10,702(4) 9,382(4) 9,242(4) |
|
$ |
1,660,852 1,035,582 821,302 |
| ||||||||
Salman Dhanani Chief Operating Officer |
|
2020 2019 2018 |
|
|
336,667 296,667 277,500 |
|
|
250,000 — — |
|
|
3,551,200 153,000 662,500 |
|
|
124,619 162,400 — |
|
|
216,375 178,000 189,311 |
|
|
17,769(4) 22,489(6) 9,503(4) |
|
|
4,496,630 812,556 1,138,814 |
| ||||||||
2020 | |
340,000 — — |
|
|
150,000 — — |
|
|
1,120,242 — — |
|
|
— — — |
|
|
195,024 — — |
|
|
9,625(4) — — |
|
|
1,814,891 — — |
| |||||||||||
Hassan Wahla Chief Customer Officer |
|
2020 2019 2018 |
|
|
309,167 280,000 277,500 |
|
|
150,000 — — |
|
|
999,500 102,000 530,000 |
|
|
— 139,200 — |
|
|
177,338 168,000 189,311 |
|
|
11,210(8) 6,830(4) 15,182(8) |
|
|
1,647,215 696,030 1,011,993 |
| ||||||||
Steve Debenham (9) Vice President, General Counsel |
2020 | |
276,837 — — |
|
|
— — — |
|
|
632,100 — — |
|
|
— — — |
|
|
145,591 — — |
|
|
33,441(5) — — |
|
|
1,087,969 — — |
|
(1) | Amount represents $250,000 paid to Mr. Dhanani and $150,000 paid to Mr. Wahla, each in February 2020 as retention bonuses, and $150,000 paid to Mr. Manzoor in September 2019, in conjunction with commencement of his employment with us. Messrs. Dhanani, Wahla and Manzoor must repay the gross amount of the retention bonus in full should their respective employment with the company terminate under certain conditions within the two-year period following the payment |
(2) | Amounts represent the aggregate grant date fair value of performance-based RSUs, time-based RSUs and options we awarded during the fiscal year computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), and are not necessarily an indication of which named executive officers received the most gains from previously granted equity awards. We estimate the fair value of each performance-based RSU using the Monte Carlo valuation method. We measure the fair value of each RSU award based on the closing price of our common stock on the date of grant. We estimate the fair value of each option grant using the Black-Scholes option pricing model. For a more detailed discussion on the valuation model and assumptions we used to calculate the fair value of these awards, refer to Note 9 to the consolidated financial statements contained in the Original Filing. |
(3) | Amounts represent total performance-based bonuses earned pursuant to (i) our fiscal 2020 Bonus Plan, (ii) our fiscal 2019 Bonus Plan, and (iii) our fiscal 2018 Bonus Plan. |
(4) | Amounts represent 401(k) matching contributions and life insurance premiums we paid. |
(5) | Includes 401K matching and life insurance premiums, plus $21,000 in consulting fees we paid to Mr. Debenham in 2019, prior to commencement of his employment. |
(6) | Amount represents (i) $15,259 in relocation expenses we paid to Mr. Dhanani relating to his relocation to California and (ii) 401(k) matching contributions and life insurance premiums. |
(7) | Mr. Manzoor joined the company as our chief financial officer, effective July 1, 2019. |
(8) | Amount represents 401(k) matching contributions and life insurance premiums we paid, as well as an automobile leased for Mr. Wahla’s use. |
(9) | Mr. Debenham joined the company as our general counsel, effective August 15, 2019. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|||||||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
All Other Option Awards: Number of Securities Underlying Options(3) |
All Other Equity Awards RSUs(4) |
Exercise or Base Price of Option Awards |
Grant Date Fair Value of Stock and Option Awards(5) |
|||||||||||||||||||||||||||||||||
HP Jin(5) |
9/19/2019 | $ | — | $ | 395,833 | $ | 593,750 | $ | — | $ | 380,000 | $ | 380,000 | — | — | $ | — | $ | 875,900 | |||||||||||||||||||||||||
Salman Dhanani |
— | — | 226,333 | 339,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
11/20/2019 | — | — | — | — | — | — | 55,000 | — | 4.92 | 124,619 | ||||||||||||||||||||||||||||||||||
9/19/2019 | — | — | — | — | — | — | — | 30,000 | — | 154,800 | ||||||||||||||||||||||||||||||||||
2/27/2020 | — | — | — | — | — | — | — | 200,000 | — | 1,168,000 | ||||||||||||||||||||||||||||||||||
9/19/2019 | — | — | — | — | 80,000 | 80,000 | — | — | — | 184,400 | ||||||||||||||||||||||||||||||||||
2/27/2020 | — | — | — | — | 400,000 | 400,000 | — | — | — | 2,044,000 | ||||||||||||||||||||||||||||||||||
— | — | 204,000 | 306,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
7/29/2019 | — | — | — | — | — | — | — | 120,846 | — | 1,120,242 | ||||||||||||||||||||||||||||||||||
Hassan Wahla |
— | — | 185,500 | 278,250 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
9/19/2019 | — | — | — | — | — | — | — | 50,000 | — | 258,000 | ||||||||||||||||||||||||||||||||||
9/19/2019 | — | — | — | — | 100,000 | 100,000 | — | — | — | 230,500 | ||||||||||||||||||||||||||||||||||
2/27/2020 | — | — | — | — | 100,000 | 100,000 | — | — | — | 511,000 | ||||||||||||||||||||||||||||||||||
Steve Debenham |
— | — | 152,292 | 228,438 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
9/19/2019 | — | 183,458 | 275,187 | — | — | — | — | 122,500 | — | 632,100 |
(1) | The amounts in this column represent total performance-based bonuses earned pursuant to our fiscal 2020 Bonus Plan as we further describe in the section titled “ Executive Compensation—Compensation Discussion and Analysis Executive Compensation—Fiscal 2020 Summary Compensation Table |
(2) | Represents performance-based RSUs (each, a “PSU Award”) granted under our 2009 Plan and 2019 Plan on the dates set forth in this table. The PSU Awards are subject to four performance milestones, each requiring achievement of a specified trailing average closing share price on the Nasdaq Global Market for a 30 trading day period on or before the three-year anniversary of the PSU Award’s grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then with respect to the PSU Awards approved to Dr. Jin and Messrs. Dhanani and Wahla in September 2019, one-half of the shares that became eligible to vest under the PSU Award upon achievement of that stock price performance milestone shall vest on the date that the compensation committee certifies achievement of
the milestone and the remaining one-half of the shares will vest one year later. With respect to the PSU Awards approved to Messrs. Dhanani and Wahla in February 2020, shares eligible to vest upon achieving an individual stock price performance milestone will vest in four equal, successive, quarterly installments as of the ensuing March 10, June 10, September 10 and December 10, subject to continued service with us through the respective vesting dates. |
(3) | Represents stock options granted under our 2019 Plan on the date set forth in this table. |
(4) | Represents RSUs (excluding performance-based RSUs for Dr. Jin and Messrs. Dhanani and Wahla) granted under our 2009 Plan and 2019 Plan on the dates set forth in this table. |
(5) | Amounts reflect the aggregate grant date fair value of performance-based RSUs, time-based RSUs and options awarded during the fiscal year computed in accordance with FASB ASC Topic 718. We determined the fair value of Dr. Jin’s performance-based RSU using the Monte Carlo |
valuation method. We measured the fair value of each time-based RSU award based on the closing price of our common stock on the date of grant. We estimated the fair value of each option grant using the Black-Scholes option pricing model. For a more detailed discussion on the valuation model and assumptions we used to calculate the fair value of these awards, refer to Note 9 to the consolidated financial statements contained in the Original Filing. |
Option Awards(1) |
RSU Awards(1)(2) |
Equity Incentive Plan Awards |
||||||||||||||||||||||||||||||
Name |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units That Have Not Vested |
Market Value of Shares or Units That Have Not Vested |
Number of Unearned Shares, Units or Other Rights that Have Not Vested |
Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
||||||||||||||||||||||||
HP Jin |
8,125 | — | (3) | $ | 6.86 | 8/4/2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
52,500 | 15,000 | (4) | 5.14 | 9/15/2026 | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 240,000 | (5) | 1,317,600 | ||||||||||||||||||||||||
— | — | — | — | — | — | 380,000 | (5) | 2,086,200 | ||||||||||||||||||||||||
Salman Dhanani |
25,000 | 10,000 | (4) | 5.14 | 9/15/2026 | — | — | — | — | |||||||||||||||||||||||
16,042 | 39,375 | (6) | 5.10 | 9/25/2028 | — | — | — | — | ||||||||||||||||||||||||
6,875 | 48,125 | (7) | 4.92 | 11/20/2029 | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | 50,000 | (8) | 274,500 | — | — | ||||||||||||||||||||||||
— | — | — | — | 22,500 | (9) | 123,525 | — | — | ||||||||||||||||||||||||
— | — | — | — | 30,000 | (10) | 164,700 | — | — | ||||||||||||||||||||||||
— | — | — | — | 183,333 | (11) | 1,006,498 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 80,000 | (5) | 439,200 | ||||||||||||||||||||||||
— | — | — | — | — | — | 400,000 | (5) | 2,196,000 | ||||||||||||||||||||||||
— | — | — | — | 120,846 | (12) | 663,445 | — | — | ||||||||||||||||||||||||
Hassan Wahla |
30,000 | — | (13) | 7.43 | 1/31/2022 | — | — | — | — | |||||||||||||||||||||||
70,000 | — | (3) | 6.86 | 8/44/2025 | — | — | — | — | ||||||||||||||||||||||||
22,957 | 9,167 | (4) | 5.14 | 9/15/2026 | — | — | — | — | ||||||||||||||||||||||||
13,750 | 33,750 | (6) | 5.10 | 9/25/2028 | — | — | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | — | — | |||||||||||||||||||||||||
— | — | — | — | 40,000 | (8) | 219,600 | — | — | ||||||||||||||||||||||||
— | — | — | — | 15,000 | (9) | 82,350 | — | — | ||||||||||||||||||||||||
— | — | — | — | 50,000 | (10) | 274,500 | — | — | ||||||||||||||||||||||||
— | — | — | — | — | — | 100,000 | (5) | 549,000 | ||||||||||||||||||||||||
— | — | — | — | — | — | 100,000 | (5) | 549,000 | ||||||||||||||||||||||||
Steve Debenham |
— | — | — | — | 122,500 | (10) | 672,525 | — | — |
(1) | Unless otherwise noted, we granted all stock options and RSUs listed in this Outstanding Equity Awards table under our 2009 Plan, and vesting of stock options and RSUs is subject to continued service through the applicable vesting date. |
(2) | We calculated the market value of unvested RSUs by multiplying the number of unvested RSUs by the closing price of our common stock on June 30, 2020 (the last trading day in fiscal 2020), which was $5.49. |
(3) | All shares subject to this stock option were fully vested as of August 4, 2019. |
(4) | 1/48 th of the shares subject to this stock option began vesting in equal monthly installments on October 10, 2016. |
(5) | The shares of stock subject to the performance-based RSUs (each, a “PSU Award”) are subject to four performance milestones, each requiring achievement of a specified trailing average closing share price on the Nasdaq Global Market for a 30 trading day period on or before the three-year anniversary of the PSU Award’s grant date. Achieving each individual stock price performance milestone will result in one quarter of the shares subject to the PSU Award becoming eligible to vest. If a stock price performance milestone is achieved, then with respect to the PSU Awards approved to Dr. Jin and Messrs. Dhanani and Wahla in September 2019, one-half of the shares that became eligible to vest under the PSU Award upon achievement of that stock price performance milestone shall vest on the date that the compensation committee certifies achievement of the milestone and the remaining one-half of the shares
will vest one year later. With respect to the PSU Awards approved to Messrs. Dhanani and Wahla in February 2020, shares eligible to vest upon achieving an individual stock price performance milestone will vest in four equal, successive, quarterly installments as of the ensuing March 10, June 10, September 10 and December 10. |
(6) | 1/48 th of the shares subject to this stock option began vesting in equal monthly installments on October 25, 2018. |
(7) | 1/48 th of the shares subject to this stock option began vesting in equal monthly installments on December 10, 2019. |
(8) | 1/4 th of the shares subject to this RSU grant began vesting in equal annual installments on August 10, 2018. |
(9) | 1/4 th of the shares subject to this RSU grant began vesting in equal annual installments on October 10, 2019. |
(10) | 1/4 th of the shares subject to this RSU grant will begin vesting in equal annual installments on October 10, 2020. |
(11) | 1/12th of the shares subject to this RSU grant began vesting in equal quarterly installments on June 10, 2020. |
(12) | 1/4 th of the shares subject to this RSU grant will begin vesting in equal annual installments on July 10, 2020. |
(13) | All shares subject to this stock option were fully vested as of January 31, 2016. |
Name |
Number of Shares Acquired on Exercise |
RSUs Vested |
Value Realized on Exercise or Vesting |
|||||||||
HP Jin |
— | 17,500 | $ | 174,300 | ||||||||
Salman Dhanani |
— | 64,167 | 525,989 | |||||||||
409,583 | — | 1,706,905 | ||||||||||
— | 42,500 | 250,750 | ||||||||||
Hassan Wahla |
— | 32,500 | 296,825 | |||||||||
140,376 | — | 885,757 | ||||||||||
Steve Debenham |
— | — | — |
• | a lump sum severance payment equal to 12 months of his base salary in effect immediately prior to his termination; |
• | a lump sum bonus payment equal to his target bonus as in effect for the year in which the termination occurs, prorated to reflect the portion of the applicable performance period during which he was employed with the Company; and |
• | company-paid coverage for a period of up to 12 months for himself and his eligible dependents under our medical, dental and vision benefit plans. |
• | a lump sum severance payment equal to 18 months of his base salary in effect immediately prior to his termination; |
• | a lump sum bonus payment equal to his target bonus as in effect for the year in which the termination occurs, prorated to reflect the portion of the applicable performance period during which he was employed with the Company; |
• | a lump sum bonus payment equal to 75% of his target bonus as in effect for the year in which the termination occurs; |
• | company-paid coverage for a period of up to 18 months for himself and his eligible dependents under our medical, dental and vision benefit plans; and |
• | accelerated vesting as to one hundred percent (100%) of his equity awards covering shares of our common stock (or of our successor entity, if applicable) that are then subject to vesting based on continued employment or other service, but not as to any shares then subject to vesting based on further achievement of any performance-based objectives. |
• | a lump sum severance payment equal to six months of his base salary in effect immediately prior to his termination; |
• | a lump sum bonus payment equal to his target bonus as in effect for the year in which the termination occurs, prorated to reflect the portion of the applicable performance period during which he was employed with the Company; and |
• | company-paid coverage for a period of up to six months for himself and his eligible dependents under our medical, dental and vision benefit plans. |
• | a lump sum severance payment equal to 12 months of his base salary in effect immediately prior to his termination; |
• | a lump sum bonus payment equal to his target bonus as in effect for the year in which the termination occurs, prorated to reflect the portion of the applicable performance period during which he was employed with the Company; |
• | a lump sum bonus payment equal to 50% of his target bonus as in effect for the year in which the termination occurs; |
• | company-paid coverage for a period of 12 months for himself and his eligible dependents under our medical, dental and vision benefit plans; and |
• | accelerated vesting as to one hundred percent (100%) of his equity awards covering shares of common stock (or of our successor entity, if applicable) that are then subject to vesting based on continued employment or other service, but not as to any shares then subject to vesting based on further achievement of any performance-based objectives. |
• | in the event of a change of control involving our company primarily for cash, the performance period will be shortened, and we will measure the final performance under the 2019 PSU Award based on the per-share consideration our common stockholders would receive in connection with the change in control, as defined in the 2019 PSU Award; |
• | in the event of a change of control involving our company primarily for equity and where the buyer assumes the 2020 PSU Award and the equity plan from which the 2020 PSU Award issued, those shares that have not become eligible to vest based on actual performance achievement before or in connection with the change in control will remain subject to vesting under the 2020 PSU Award; and |
• | in the event of a change of control involving our company primarily for equity and where the buyer does not assume the 2020 PSU Award or the equity plan from which the 2020 PSU Award issued, vesting as to one hundred percent (100%) of the shares subject to the 2020 PSU Award shall be accelerated. |
(i) | the acquisition by any one person, or more than one person acting as a group (for these purposes, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with us), or person, that becomes the owner, directly or indirectly, of our securities representing more than 50% of the total voting power represented by our then outstanding securities; provided, however, that for the purposes of this subsection (i), the acquisition of additional securities by any one person, who is considered to own more than 50% of the total voting power of our securities shall not be considered a Change in Control; |
(ii) | a change in the composition of our board of directors occurring within a 12-month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are our directors as of the effective date of the employment agreement with the executive officer or (B) are elected, or nominated for election, to our board of directors with the affirmative votes of a least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of our directors); or |
(iii) | a change in the ownership of a substantial portion of our assets which occurs on the date that any person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such |
acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following shall not constitute a change in the ownership of a substantial portion of our assets: (1) a transfer to an entity that is controlled by our stockholders immediately after the transfer; or (2) a transfer of assets by us to: (A) a stockholder of ours (immediately before the asset transfer) in exchange for or with respect to our securities; (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by us; (C) a person, that owns, directly or indirectly, 50% or more of the total value or voting power of all our outstanding stock; or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person we describe in subsection (i) above. For purposes of this subsection (iii), gross fair market value means the value of our assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. |
(i) | any material act of personal dishonesty made by the executive officer in connection with the executive officer’s responsibilities as an employee; |
(ii) | the executive officer’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; |
(iii) | the executive officer’s gross misconduct; |
(iv) | the executive officer’s unauthorized use or disclosure of any of our proprietary information or trade secrets or of any other party to whom the executive officer owes an obligation of nondisclosure as a result of executive officer’s relationship with us; |
(v) | the executive officer’s willful breach of any obligations under any written agreement or covenant with us; or |
(vi) | the executive officer’s continued failure to perform his employment duties after the executive officer has received a written demand of performance from us which specifically sets forth the factual basis for our belief that the executive officer has not substantially performed his duties and has failed to cure such nonperformance to our satisfaction within 10 business days after receiving such notice. |
(i) | the assignment to the executive officer of any duties, the reduction of the executive officer’s duties or the removal of the executive officer from his position and responsibilities, either of which must result in a material diminution of the executive officer’s authority, duties, or responsibilities with us in |
effect immediately prior to such assignment, unless the executive officer is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); |
(ii) | a material reduction in the executive officer’s base salary, unless the base salaries of all of our (and, if applicable, our successor’s) other similarly situated employees are also similarly reduced (for these purposes, a reduction of the executive officer’s base salary by 10% or more will be considered material, provided that a reduction of less than 10% may still be material based on the facts and circumstances relating to the reduction); |
(iii) | a material change in the geographic location of the executive officer’s primary work facility or location; provided, however, that a relocation of less than 35 miles from the executive officer’s then present location will not be considered a material change in geographic location; or |
(iv) | our failure to obtain assumption of the employment agreement by any successor. |
Involuntary Termination |
||||||||||
Name |
Benefits |
More Than Two Months Before or More than 12 Months After Change in Control |
Within Two Months Before or 12 Months After Change in Control |
|||||||
HP Jin |
Severance Payment (Salary) | $ | 399,000 | $ | 598,500 | |||||
Severance Payment (Bonus)(1) | — | 299,520 | ||||||||
Fiscal 2021 bonus, pro-rated (2) |
399,000 | 399,000 | ||||||||
Continuation of Medical/Welfare Benefits | 24,062 | 36,093 | ||||||||
Acceleration of Stock Options and RSUs(3) | — | 5,250 | ||||||||
Acceleration of performance-based RSUs(4) | — | 680,760 | ||||||||
Salman Dhanani |
Severance Payment (Salary) | 182,500 | 280,000 | |||||||
Severance Payment (Bonus)(1) | — | 146,000 | ||||||||
Fiscal 2021 bonus, pro-rated (2) |
292,000 | 292,000 | ||||||||
Continuation of Medical/Welfare Benefits | 12,045 | 24,090 | ||||||||
Acceleration of Stock Options and RSUs(3) | — | 1,615,511 | ||||||||
Acceleration of performance-based RSUs(4) | — | 87,840 | ||||||||
Severance Payment (Salary) | 170,000 | 340,000 | ||||||||
Severance Payment (Bonus)(1) | — | 102,000 | ||||||||
Fiscal 2021 bonus, pro-rated (2) |
204,000 | 204,000 | ||||||||
Continuation of Medical/Welfare Benefits | 9,221 | 18,442 | ||||||||
Acceleration of Stock Options and RSUs(3) | — | 663,445 | ||||||||
Acceleration of performance-based RSUs(4) | — | — |
Involuntary Termination |
||||||||||
Hassan Wahla |
Severance Payment (Salary) | 157,500 | 315,000 | |||||||
Severance Payment (Bonus)(1) | — | 94,500 | ||||||||
Fiscal 2021 bonus, pro-rated (2) |
189,000 | 189,000 | ||||||||
Continuation of Medical/Welfare Benefits | 12,023 | 24,046 | ||||||||
Acceleration of Stock Options and RSUs(3) | — | 592,821 | ||||||||
Acceleration of performance-based RSUs(4) | — | 109,800 | ||||||||
Steve Debenham |
Severance Payment (Salary) | 157,500 | 315,000 | |||||||
Severance Payment (Bonus)(1) | — | 86,625 | ||||||||
Fiscal 2021 bonus, pro-rated (2) |
173,250 | 173,250 | ||||||||
Continuation of Medical/Welfare Benefits | 10,700 | 21,400 | ||||||||
Acceleration of Stock Options and RSUs(3) | — | 672,525 | ||||||||
Acceleration of performance-based RSUs(4) | — | — |
(1) | Assumes bonus is paid at target amount. |
(2) | Payment is equal to the executive’s target bonus as in effect for the year in which the termination occurs, prorated to reflect the portion of the applicable performance period during which he was employed with the Company. |
(3) | 100% of the unvested shares subject to stock options and RSUs would accelerate if the executive officer were terminated other than for Cause, death or disability or resigned for Good Reason within a two month period before or a 12 month period after a Change in Control. Value of options represents the gain the executive officer would receive, calculated as the difference between our closing stock price on June 30, 2020. Value of RSUs represents the gain the executive officer would receive, calculated based on our closing stock price on June 30, 2020. Our closing stock price on June 30, 2020 was $5.49 per share. |
(4) | Assumes that the performance criteria applicable to the PSU Awards outstanding for Dr. Jin and Messrs. Dhanani and Wahla have not been achieved as of June 30, 2020. Accordingly, upon a Change in Control on such date, we will treat a total of 20% of the target shares subject to the PSU Award as time-based RSUs and vesting would then accelerate in connection with an involuntary termination within a two-month period before or a 12-month period after the Change in Control. Value of RSUs represents the gain the executive officer would receive, calculated based on our closing stock price on June 30, 2020. Our closing stock price on June 30, 2020 was $5.49 per share. |
• | the annual total compensation of our median employee was $150,513; |
• | the annual total compensation of our CEO was $1,660,852; and |
• | the ratio of the annual total compensation of our CEO to that of our median employee was 11.0 to 1. |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS |
• | Awards Outstanding. |
Equity Plan(s) |
Number of Shares Subject to Outstanding Options, Warrants & Rights |
Weighted Average Exercise Price of Outstanding Options, Warrants & Rights |
Weighted Average Remaining Term |
Number of Shares Subject to Outstanding Restricted Stock Units |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||||||||
Nonstockholder-approved Equity Plan |
8,834 | $ | 7.55 | 2.50 | — | — | ||||||||||||||
Stockholder-approved Equity Plans |
1,629,044 | 6.54 | 5.17 | 3,776,373 | 5,279,690 | |||||||||||||||
All Equity Plans |
1,637,878 | 6.5454 | 5.17 | 3,776,373 | 5,279,690 |
• | Overhang. |
• | Burn Rate. |
Fiscal 2020 |
Fiscal 2019 |
Fiscal 2018 |
||||||||||
Options Granted |
55,000 | 290,000 | 67,682 | |||||||||
RSUs Granted |
1,633,608 | 1,194,766 | 1,833,288 | |||||||||
PSUs Vested |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,688,608 | 1,484,766 | 1,900,970 | |||||||||
|
|
|
|
|
|
|||||||
Weighted Avg. Shares Outstanding |
48,075,946 | 45,577,151 | 44,498,006 | |||||||||
Burn Rate |
3.47 | % | 3.26 | % | 4.27% |
• | Each person whom we know beneficially owns more than five percent of our common stock; |
• | Each of our directors and nominees for our board of directors; |
• | Each of our named executive officers; and |
• | All of our current directors and executive officers as a group. |
Shares Beneficially Owned |
||||||||
Name and Address of Beneficial Owner |
Shares |
Percentage |
||||||
5% Stockholders: |
||||||||
Digital Mobile Venture Ltd. (1) |
7,313,457 | 15.39% | ||||||
c/o Rayson Technology Co. Ltd. 5F No. 550 Ruei Guang Road Taipei, Taiwan |
||||||||
Nokomis Capital L.L.C. (2) |
4,494,205 | 9.46% | ||||||
2305 Cedar Springs Road, Suite 420 |
||||||||
Divisar Capital Management LLC (3) |
2,382,935 | 5.01% | ||||||
275 Sacramento St., 8th Floor |
||||||||
Named Executive Officers and Directors: |
||||||||
HP Jin (4) |
2,433,552 | 5.12% | ||||||
Salman Dhanani (5) |
343,154 | * | ||||||
Adeel Manzoor (6) |
19,821 | * | ||||||
Hassan Wahla (7) |
241,437 | * | ||||||
Steve Debenham (8) |
30,625 | * | ||||||
Samuel Chen (9) |
7,401,513 | 15.57% | ||||||
Wes Cummins (10) |
104,848 | * | ||||||
Douglas Miller (11) |
70,450 | * | ||||||
Randy Ortiz (12) |
99,848 | * | ||||||
Ken Xie (13) |
151,614 | * | ||||||
All current executive officers and directors as a group (10 people) (14) |
10,896,862 | 22.93% |
* | Represents beneficial ownership of less than one percent. |
(1) | Samuel Chen, one of our directors, and his wife, Fiona Chang, share voting and dispositive power over the shares of our common stock held by Digital Mobile Venture Ltd. (“Digital”). Based solely upon a Schedule 13D filed with the SEC on September 24, 2020 by Digital Mobile Venture Ltd. |
(2) | Based solely upon a Schedule 13G/A filed with the SEC on July 2, 2020 by Nokomis Capital L.L.C. |
(3) | Based solely on a Schedule 13G/A filed with the SEC on February 14, 2020 by Divisar Capital Management LLC. |
(4) | Includes (i) 2,357,927 shares held by Dr. Jin, (ii) 75,625 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020. |
(5) | Includes (i) 257,216 shares held by Mr. Dhanani, (ii) 70,938 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020, and (iii) 15,000 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(6) | Includes 19,821 shares held by Mr. Manzoor. |
(7) | Includes (i) 71,813 shares held by Mr. Wahla, (ii) 152,124 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020, and (iii) 17,500 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(8) | Includes 30,625 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020, 2020. |
(9) | Includes (i) 7,313,467 shares held by Digital, (ii) 39,254 shares held by Mr. Chen, (iii) 27,466 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020, and (iv) 21,326 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(10) | Includes (i) 68,522 shares held by Mr. Cummins, (ii) 15,000 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020 and (iii) 21,326 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. Mr. Cummins ended his service relationship with Nokomis Capital, L.L.C. in February 2020 and disclaims any voting or dispositive power over shares held by Nokomis Capital, L.L.C. and its affiliates. |
(11) | Includes (i) 47,723 shares held by Mr. Miller, (ii) 1,401 shares held by a trust over which Mr. Miller has shared control and (iii) 21,326 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(12) | Includes (i) 65,189 shares held by Mr. Ortiz and (ii) 34,659 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(13) | Includes (i) 91,855 shares held by Mr. Xie, (ii) 23,433 shares held by a trust over which Mr. Xie has shared control, (iii) 15,000 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020 and (iv) 21,326 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
(14) | Includes (i) 356,153 shares issuable upon the exercise of options exercisable within 60 days of September 30, 2020, and (ii) 183,088 shares issuable upon the settlement of RSUs that vest within 60 days of September 30, 2020. |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
Fiscal 2020 |
Fiscal 2019 |
|||||||
Audit fees (1) |
$ | 1,550,437 | $ | 2,164,970 | ||||
Audit-related fees |
— | — | ||||||
Tax fees |
— | — | ||||||
All other fees |
— | — | ||||||
|
|
|
|
|||||
Total fees |
$ | 1,550,437 | $ | 2,164,970 | ||||
|
|
|
|
(1) | Audit fees consist of fees billed for professional services rendered for: (i) the audit of our annual consolidated financial statements and reviews of applicable SEC filings including the Original Filing; (ii) audit of our internal control over financial reporting; (iii) the reviews of our quarterly financial statements and of applicable SEC filings including Form 10-Q; and (iv) services rendered in connection with our Form S-8 filings and other items related to SEC matters. Fees for fiscal 2019 also include fees billed for professional services rendered in connection with the adoption of ASC 606. |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) 1. |
Financial Statements |
(b) |
Exhibits |
Exhibit Number |
Description |
Incorporated by Reference From Form |
Incorporated by Reference From Exhibit Number |
Date Filed | ||||
101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | 10-K |
101.DEF | 8/21/2020 | ||||
101.LAB | InlineXBRL Taxonomy Label Linkbase Document | 10-K |
101.LAB | 8/21/2020 | ||||
101.PRE | InlineXBRL Taxonomy Extension Presentation Linkbase Document | 10-K |
101.PRE | 8/21/2020 | ||||
104.0 | Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101) | Filed Herewith |
# | Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. |
† | Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment. |
++ | Portions of the exhibit have been omitted by means of marking such portions with an asterisk because the identified portions are not material and would likely cause competitive harm to the Company if publicly disclosed. |
~ | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
ITEM 16. |
FORM 10-K SUMMARY |
TELENAV, INC. | ||||||
Dated: October 23, 2020 | By: | /s/ Dr. HP JIN | ||||
Chair of the Board of Directors, President and Chief Executive Officer |
Name and Signature |
Title |
Date | ||
/s/ Dr. HP Jin |
Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) |
October 23, 2020 | ||
/s/ Adeel Manzoor |
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
October 23, 2020 | ||
/s/ Samuel Chen |
Director | October 23, 2020 | ||
/s/ Wes Cummins |
Director | October 23, 2020 | ||
/s/ Douglas Miller |
Director | October 23, 2020 | ||
/s/ Randy Ortiz |
Director | October 23, 2020 | ||
/s/ Ken Xie |
Director | October 23, 2020 |
This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/1/25 | ||||
3/1/24 | ||||
10/10/23 | ||||
3/1/22 | ||||
11/21/21 | ||||
Filed as of: | 10/26/20 | |||
Filed on: | 10/23/20 | |||
10/10/20 | 4 | |||
10/5/20 | SC 13D | |||
10/2/20 | 8-K, DEFA14A, SC 13D, SC 13D/A | |||
10/1/20 | SC 13D/A | |||
9/30/20 | 10-Q, 8-K | |||
9/24/20 | ||||
8/21/20 | 10-K | |||
7/10/20 | 4 | |||
7/2/20 | 4, SC 13G | |||
7/1/20 | 4 | |||
For Period end: | 6/30/20 | 10-K | ||
6/10/20 | 4 | |||
2/14/20 | SC 13G/A | |||
2/1/20 | ||||
12/31/19 | 10-Q, NT 10-Q | |||
12/10/19 | ||||
11/20/19 | 4, 8-K, DEF 14A | |||
11/10/19 | 4 | |||
10/10/19 | 4, DEF 14A, DEFA14A | |||
9/1/19 | ||||
8/21/19 | ||||
8/15/19 | 3, 4, 4/A | |||
8/4/19 | ||||
7/1/19 | 3, 4, 8-K | |||
6/30/19 | 10-K | |||
10/25/18 | ||||
8/10/18 | 4 | |||
6/30/18 | 10-K | |||
11/2/17 | 8-K | |||
10/10/16 | ||||
1/31/16 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/08/21 Telenav, Inc. DEFM14A 1/08/21 1:2.2M Donnelley … Solutions/FA 12/31/20 Telenav, Inc. PRER14A 1:1.9M Donnelley … Solutions/FA 12/18/20 Telenav, Inc. PREM14A¶ 12/18/20 2:2M Donnelley … Solutions/FA 12/18/20 Telenav, Inc. 8-K:1,9 12/17/20 11:163K Donnelley … Solutions/FA |