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(3) 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):
¨ Check box if any part of the fee is 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.
To elect two Class II members to the Board of Directors to serve until the 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
Internet Availability of Proxy Materials 1
Questions and Answers about these Proxy Materials and the Annual Meeting 2
Stockholder Proposals 7
Proposal 1: Election of Directors 7
Nominees for Election as Directors 8
Our Class III Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders 9
Our Class I Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders 10
Proposal 2: Ratification of Independent Registered Public Accounting Firm 11
Principal Accountant Fees and Services 11
Report of the Audit Committee 12
Corporate Governance 13
Board Meetings and Committees 13
Audit Committee 13
Compensation Committee 14
Compensation Committee Interlocks and Insider Participation 14
Governance and Nominating Committee 14
Strategic Alliance Committee 15
Code of Business Conduct and Ethics 15
Board Leadership Structure and Role in Risk Oversight 15
Compensation of Directors 16
Security Ownership of Certain Beneficial Owners and Management 18
Section 16(a) Beneficial Ownership Reporting Compliance 19
Proposal 3: Approval of an Increase in the Number of Authorized Shares of Common Stock 20
Proposal 4: Approval of an Amendment to Declassify the Board 22
Proposal 5: Approval of an Increase in the Number of Shares of Common Stock Reserved for Issuance Under the 2013 Omnibus Equity Incentive Plan 23
Proposal 6: Advisory Vote on Executive Compensation 32
Executive Compensation 33
Compensation Discussion and Analysis 35
Compensation Committee Report 44
Executive Compensation Tables 45
2015 Summary Compensation Table 45
2015 Grants of Plan-Based Awards 46
Outstanding Equity Awards at 2015 Fiscal Year-End 46
2015 Option Exercises and Stock Vested 47
Employment Agreements 48
Potential Payments Upon Termination or Change-In-Control 49
Securities Reserved for Issuance Under Equity Compensation Plans 51
Related Party Transaction s 51
Other Business 52
Incorporation by Reference 52
Appendix A: Amended Restated Certificate of Incorporation A-1
Appendix B: 2013 Omnibus Equity Incentive Plan B-1
Answer: Our Board of Directors has made these materials available to you on the Internet or, upon your request will deliver printed versions of these materials to you by mail, in connection with its solicitation of proxies for use at our Annual Meeting. As a stockholder, you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Answer: Under rules adopted by the SEC, we are now furnishing proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. We anticipate that the Notice will be mailed to stockholders on or about April 29, 2016 .
Answer: We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, fees, and impact on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will promptly deliver a separate copy of the Notice and, if applicable, the proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, dealer, or other similar organization to request information about householding.
Answer: We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Maxwell may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. If you choose to access the proxy materials and/or vote through the Internet, you are responsible for any Internet access charges you may incur.
Answer: Stockholders of record of our common stock on the close of business on April 19, 2016 are entitled to vote at the Annual Meeting.
Answer: If you are a registered holder of our common stock, meaning that your shares are registered with our transfer agent in your name, you have three options for submitting your vote before the meeting: via the Internet, by telephone or by mail. If you have Internet access, we encourage you to record your vote on the Internet. If you hold your shares in your name as a registered holder, you may also submit your vote in person at the Annual Meeting.
Answer: Yes. If you are the registered holder of the shares, you can vote in person by coming to the Annual Meeting. However, if you hold your shares in street name or you are a representative of an institutional stockholder, you must bring a legal proxy from the organization that is the registered holder of the shares authorizing you to vote the shares you intend to vote at the Annual Meeting.
over the Internet at www.proxyvote.com, by following the instructions for Internet voting on the Notice or Proxy Card mailed to you ;
Answer: Yes. You may revoke your proxy at any time until it is voted. You may also revoke your proxy by voting in person at the Annual Meeting. If you hold shares in street name, you must contact your brokerage firm or bank to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the meeting.
Answer: With regard to the election of directors, the two nominees who receive the greatest number of “FOR” votes will be elected to the Board. Stockholders are not entitled to cumulate votes. Votes against a candidate, votes withheld and abstentions have no legal effect in the election of directors. For the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year 2016 ; the approval of an increase in the number of authorized shares of common stock; the approval to declassify the Board and to provide that directors may be removed with or without cause; the approval of an increase in the number of shares of common stock reserved for issuance under the 2013 Omnibus Equity Incentive Plan; the approval of the compensation of our named executive officers; and the approval of any other matters properly presented at the Annual Meeting, the matter must be approved by the affirmative vote of a majority of the shares of common stock present or represented at the Annual Meeting. However, the vote for the approval of the compensation of our named executive officers is advisory and non-binding in nature and cannot overrule any decisions made by the Board of Directors.
Answer: The deadline for voting by telephone or through the Internet is 11:59 p.m. Eastern Daylight Time on June 14, 2016 . If you hold your shares in street name, please check the information you received from your brokerage firm, bank, dealer, or other similar organization for the voting deadline. If you plan to attend the Annual Meeting and to cast your vote in person, the polls will remain open until they are closed during the Annual Meeting on June 15, 2016 . If you hold your shares in street name, you will need to bring the required paperwork in order to vote in person at the Annual Meeting. Please see the answer to the question “May I cast my vote in person?” above for more information.
Name and Age Period Served as a Director, Positions and
Other Relationships with the Company, and Business Experience
Burkhard Goeschel, 70 (Class II) Dr. Goeschel was appointed a Class II director in February 2007. He serves as Chairperson of the Strategic Alliance Committee and is also a member of the Governance and Nominating Committee. Since January 2013, he has been senior advisor with Roland Berger Strategy Consultants, a leading global strategy consultancy. From 2007 through 2012, he was chief technology officer of MAGNA International, a leading global supplier of technologically advanced automotive systems, components and complete modules. From 2000 until his retirement in 2006, he was a member of the six-person management board of BMW Group, with overall responsibility for research, development and purchasing. Before beginning his career with BMW in 1978, he spent two years as a group leader for engine product development with Daimler Benz. He is an honorary professor of the Technical University in Graz, Austria, holds an honorary doctorate from the Technical University of Munich and is senator and a member of the university's management board and a trustee of its Institute for Advanced Studies. Further, he is honorary president of the German Research Association for Internal Combustion Engines, is a member of the Council for Technical Sciences of the Union of German Academies of Sciences and Humanities and was general chairperson of the Society of Automotive Engineers 2006 World Congress. In January 2013, Dr. Goeschel was honored by the State of Austria with the Great Golden Cross of the State of Austria.
Individual experience: Dr. Goeschel's global automotive industry experience, breadth of knowledge concerning the international marketplace, and prior experience at BMW Group and MAGNA International, in addition to a strong technical background and his deep view into the strategic developments of the automotive industry from his experience as a senior advisor with Roland Berger Strategy Consultants, make him further qualified to serve as a director.
David Schlotterbeck, 69 (Class II) Mr. Schlotterbeck was appointed as a Class II director in May 2013. He serves on the Audit Committee and is one of the co-Chairpersons of the Compensation Committee. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Aperio Technologies, Inc., a provider of digital pathology solutions, beginning in 2011 until its sale to Danaher Corporation in March of 2013. Mr. Schlotterbeck served as chief executive officer and chairman of the board of Carefusion, a global medical technology company that was spun-off from Cardinal Health, a diversified health service company, from 2009 until his retirement in 2011. Prior to the spinoff, beginning in 2008, he served as vice chairman of Cardinal Health, and, beginning in 2006, he served as chief executive officer of Cardinal Health’s Clinical and Medical Products business. He was previously president and chief executive officer of Alaris Medical Systems and Vitalcom, Inc. He was president and chief operating officer of Pacific Scientific Company and Nellcor, Inc. Mr. Schlotterbeck is a graduate of the General Motors Institute with a bachelor’s of science degree in electrical engineering. He also holds a master’s of science degree in electrical engineering from Purdue University. Mr. Schlotterbeck also served as a member of the board of directors of Virtual Radiologic Corporation beginning in 2008 until its sale in 2010. He currently serves as a director of the board and chairman of the compensation and CEO search committees of Juniper Networks, a leading technology company selling products and services for high-performance networks.
Individual experience: Mr. Schlotterbeck’s experience as a chief executive officer, including both his experience with strategic business collaborations as well as complex human resources and compensation-related matters, and board member of several public companies provides a history of experience in management and corporate governance leadership making him qualified to serve as a director.
Name and Age Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience
Robert Guyett, 79 (Class III) Mr. Guyett was appointed a Class III director in January 2000, and served as Chairperson of the Board from May 2010 to May 2011, and also from May 2003 until May 2007. He serves as the Chairperson of the Audit Committee. Since 1995, he has been president and chief executive officer of Crescent Management Enterprises LLC, a consulting firm that provides financial management and investment advisory services. From 1990 to 2013, he was a director and chairperson of the audit committee of Newport Corp., a public company which is a supplier of products and systems to the semiconductor, communications, electronics, research and life science markets. Until December 21, 2014, Mr. Guyett served as a director and the treasurer of the Christopher and Dana Reeve Foundation and currently serves on the board of a privately-held company. From 1991 to 1995, he was a director and chief financial officer of Engelhard Corp and from 1987 to 1991, he was a director and chief financial officer of Fluor Corporation. Individual experience: Mr. Guyett, with his experience in various senior leadership positions, including chief financial officer, as well as his extensive familiarity in international operations and his demonstrated leadership on the boards of several other companies provides the Company with broad insight into financial and operational matters.
Yon Yoon Jorden, 61 (Class III) Ms. Jorden was appointed a director in Class III in May 2008. She serves as one of the co-Chairpersons of the Compensation Committee and is also a member of the Audit Committee and the Governance and Nominating Committee, the latter of which she has previously served on as chairperson. During a business career spanning more than 25 years, she has served as chief financial officer of four publicly traded companies, most recently as executive vice president and chief financial officer of AdvancePCS, a $16 billion Nasdaq-listed provider of pharmacy benefits management to more than 75 million health plan participants, from 2002 to 2004. Previously she was chief financial officer of Informix, a Nasdaq-listed technology company, Oxford Health Plans, a Nasdaq-listed provider of managed health care services, and WellPoint, Inc., a NYSE-listed managed care company. Earlier in her career she was a senior auditor with Arthur Andersen & Co., where she became a certified public accountant. She also currently serves as a director of Methodist Health System, a Texas-based hospital system. She has also served as a director and chairperson of the audit committee of Magnatek, Inc., a Nasdaq-listed manufacturer of digital power control systems, U.S. Oncology, a leading oncology services company, and BioScrip, a Nasdaq-listed national provider of infusion and home care management solutions.
Individual experience: Ms. Jorden's extensive experience as both a chief financial officer as well as a board member, including multiple audit committee chairmanship positions, of public companies in various industries provides her a tremendous depth of knowledge into financial, operational and Board oversight matters and the financial expertise required for our Audit Committee. Ms. Jorden is a board leadership fellow of the National Association of Corporate Directors, demonstrating her commitment and leadership as a board member.
Richard Bergman, 52 (Class III) Mr. Bergman was appointed as a Class III director in May 2015. He serves on the Compensation Committee. Mr. Bergman is President and Chief Executive Oficer of Synaptics, Inc., a leading developer of human interface solutions for intelligent devices. He joined Synaptics (Nasdaq:SYNA) in 2011, after serving in a series of senior executive positions with AMD, where he was senior vice president and general manager of AMD’s Product Group from May 2009 to September 2011, and senior vice president and general manager of AMD’s Graphics Product Group (GPG) from October 2006 to May 2009. Until AMD acquired ATI in 2006, Mr. Bergman was senior vice president and general manager of ATI’s PC Group. Previously, from 1997 to 2000, he was chief operating officer of S3 Graphics and before that he held other senior management positions in the technology industry after beginning his career with Texas Instruments and IBM.
Individual Experience: Mr. Bergman’s expertise comes from a career of managing multi-national companies, including in the developing growth markets and related to corporations undergoing restructuring initiatives. Mr. Bergman’s personal experience with critical human resources and compensation-related matters provides unique insight into such practices.
Name and Age Period Served as a Director, Positions and Other Relationships with the Company, and Business Experience
Franz Fink, 54 (Class I)
Dr. Fink joined Maxwell as President and Chief Executive Officer effective as of May 1, 2014. Immediately prior to joining Maxwell, Dr. Fink was an independent business consultant, assisting companies in the industrial and automotive markets with business optimization and growth initiatives. From 2006 to 2012, Dr. Fink served as president and chief executive officer of Gennum Corp., a leading supplier of high-speed analog and mixed-signal semiconductors for the optical communications, networking, and video broadcast markets that was listed on the Toronto Stock Exchange before being acquired by Semtech Corp. in March 2012. From 2003 to 2006, Dr. Fink was senior vice president and general manager of the Wireless and Mobile Systems Group of Austin, Texas-based Freescale Semiconductor, Inc. From 1991 through 2003, Dr. Fink held a series of senior management positions in the Semiconductor Products Sector of Motorola Corp. in Germany, the United Kingdom and the United States. Dr. Fink holds a doctorate in natural sciences from the department of computer-aided design and a master’s degree in computer science and electrical engineering from the Technical University of Munich, Germany.
Individual experience: Dr. Fink is a seasoned technology executive with an established track record of bringing innovative products to the automotive, telecommunications and other global markets Further, his broad experience in international business operations in addition to his advanced technical education background make him qualified to serve as a director.
Roger Howsmon, 71 (Class I) Mr. Howsmon was appointed a Class I director in May 2008. He serves on the Governance and Nominating Committee. Since April 2013, Mr. Howsmon has been the chief operating officer of Wheatridge Manufacturing, a company specializing in the engineering, design and manufacturing of cabover trucks. From 2010 to 2013, Mr. Howsmon was the senior advisor to the president and chief executive officer of Blue Bird Corporation, one of the world's leading bus manufacturers, which is privately held by Cerberus Capital Management. From 2007 to 2010, he served as the senior vice president and chief marketing officer of Blue Bird Corporation. Prior to this, Mr. Howsmon, as executive vice president, led the manufactured housing group of Fleetwood Enterprises, and before that, was chairperson and chief executive officer of Global Promo Group, an international marketer of promotional products. Earlier in his career, he held a series of senior management positions in the diesel engine industry, as vice president for North American distribution for Cummins Engine Company and president of Perkins Engines, and then five years as general manager of Peterbilt Motors, a leading manufacturer of medium and heavy duty trucks. He currently serves as a director of Aura Systems, Inc., a manufacturer of mobile power solutions as well as serving on the boards of two privately held companies.
Individual experience: Mr. Howsmon's extensive experience as a senior executive of numerous companies and his broad-based international and domestic background in the areas of sales, marketing, manufacturing and distribution make him further qualified to serve as a director.
2015 2014
Audit fees $ 848
$ 750
Audit-related fees 9
13
Tax fees
5
All other fees

Total $ 857
$ 768
(1) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Maxwell under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Non-Employee Directors: Strategic Alliance
Name of Director Audit (1) Compensation (1) Governance (1)
Richard Bergman X X
Burkhard Goeschel, Ph.D. X X
Robert Guyett X* X
Roger Howsmon X*
Yon Yoon Jorden X X* X
David Schlotterbeck X X* X
The Compensation Committee retains a degree of discretion with respect to our annual cash incentive bonus program, and uses multiple performance objectives in that program, which minimizes the risk that might be posed by the short-term variable component of our compensation programs;
The long-term incentive component of our compensation program, which includes the grant of restricted stock with service and performance-based vesting conditions, provides employees with an incentive to increase the value of our stock while also exposing them to downside risk, thereby encouraging behaviors that support sustainable value creation; and
The annual incentive bonus and long-term incentive components of our compensation program are subject to maximum achievement levels, thereby limiting the amount of these compensation components that can be earned by our executive officers. Typically, the maximum that can be earned under the annual incentive bonus program is 150% of targeted bonus compensation, and for long-term incentive awards, the maximum awards that can be earned are 200% of targeted equity compensation.
Name Fees Earned or Paid in Cash ($) Stock Awards (9) ($) Total ($)
Richard Bergman 28,000
(1) 65,438
(10) 93,438
Jos é L. Cortes 27,500
(2) 85,000
(11) 112,500
Burkhard Goeschel, Ph.D. 55,000
(3) 85,000
(12) 140,000
Robert Guyett 70,000
(4) 85,000
(13) 155,000
Roger Howsmon 60,000
(5) 85,000
(14) 145,000
Yon Yoon Jorden 73,000
(6) 85,000
(15) 158,000
Mark Rossi 112,000
(7) 85,000
(16) 197,000
David Schlotterbeck 68,000
(8) 85,000
(17) 153,000
(7) Mr. Rossi is the current Chairperson of the Board and is also a member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. Mr. Rossi was not nominated for re-election at the 2016 Annual Meeting; therefore, following the 2016 Annual Meeting, Mr. Rossi will no longer serve as a member of the Board or on any of the committees on which he currently serves.
(9) The amounts in this column represent the grant date fair value of equity awards granted during the year ended December 31, 2015 . The amounts for each director consist of 11,707 restricted stock units granted to each of the directors on February 15, 2015 with a grant date fair value of $85,000 per director. Mr. Bergman's grant was prorated to reflect his service during 2015 and consisted of 11,263 restricted stock units granted on May 21, 2015 with a grant date fair value of $65,438.
Beneficial Ownership
Name and Address of 5% or Greater Beneficial Ownership Number of Shares (1) Percentage of Total (2)
Guggenheim Capital, LLC 2,934,263
(3) 9.19 %
227 West Monroe, Chicago, IL 60606
Van Den Berg Management, Inc. 1,882,413
(4) 5.89 %
805 Las Cimas Parkway, Suite 430, Austin, TX 78746
Neuberger Berman Group LLC 1,853,469
(5) 5.80 %
605 Third Avenue, New York, NY 10158
Beneficial Ownership
Beneficial Ownership of Directors and Officers Number of
Shares (1)
Percentage of
Total (2)
Franz Fink 227,332
(6) *
David Lyle 21,390
(7) *
Kevin S. Royal 170,141
(8) *
Michael Finger 11,656
(9) *
Chris Humphrey 15,654
(10) *
Richard Bergman 11,263
(11) *
Burkhard Goeschel, Ph.D. 105,111
(12) *
Robert Guyett 118,778
(13) *
Roger Howsmon 67,111
(14) *
Yon Yoon Jorden 71,111
(15) *
Mark Rossi 189,778
(16) *
David L. Schlotterbeck 59,098
(17) *
All current directors and executive officers as a group (9 persons) 870,972
(18) 2.72 %
(1) Information with respect to beneficial ownership is based on information furnished to the Company by each stockholder included in the table or filings with the SEC. The Company understands that, except as footnoted, each person in the table has sole voting and investment power for shares beneficially owned by such person, subject to community property laws where applicable.
(2) Shares of common stock subject to options that are currently exercisable or exercisable within 60 days and restricted stock units or restricted stock awards settling within 60 days of April 12, 2016 are deemed outstanding for computing the percentage of the person holding such options or awards but are not deemed outstanding for computing the percentage of any other person. Percentage of ownership is based on 31,945,687 shares of common stock outstanding on April 12, 2016 .
(10) Consists of (a) 6,284 shares of common stock held directly; (b) options to purchase 4,515 shares of common stock; (c) 2,500 shares of restricted stock and 2,354 restricted stock units settling within 60 days of April 12, 2016 . This beneficial ownership information is based on the last Form 4 that the Company filed on behalf of Mr. Humphrey.
(1) Of the 688,636 restricted stock awards granted, 293,672 were granted with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. The number of award shares disclosed is based upon the maximum achievement of 200% of target.
(2) Of the 677,037 restricted stock awards granted, 135,990 were granted with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. The number of award shares disclosed is based upon the maximum achievement of 200% of target.
Years Ended December 31,
2015 2014 2013
Total options granted 321,844

175,306
Time-based RSAs granted
255,600
300,971
Time based RSUs granted 614,167
138,891
69,594
Performance RSAs and RSUs earned and released


Total dilution 936,011
394,491
545,871
Weighted average basic common shares outstanding 30,715,580
29,216,391
28,869,201
Dilution* 3.0 % 1.4 % 1.9 %
3-Year Average Dilution 2.1 %
l Revenue l Cash flow per Share
l Gross profit l Return on equity
l Operating expenses l Return on assets
l Earnings before interest, taxes, depreciation and amortization (EBITDA); l Return on capital
l Operating income l Growth in assets
l Income from operations; l Economic value added
l Income before income taxes and minority interests l Share price performance
l Net income l Total stockholder return
l Net income per diluted Share l Improvement or attainment of expense levels
l A change in accounts receivable or inventory, or a change in another combination of assets and/or liabilities l Market share or market penetration
l Cash flow l Business expansion, and/or acquisitions or divestitures
the cancellation of options and SARs, provided that participants be given an opportunity to exercise their awards prior to the closing of the transaction;
the cancellation of options and SARs in exchange for a payment equal to the excess, if any, of (a) the value of the property the participant would have received upon exercise of the vested portion of the stock award over (b) the exercise price otherwise payable in connection with the stock award; or
the cancellation of stock units in exchange for a payment equal to the value that the holder of each share of common stock receives in the transaction.
any merger or consolidation of the company where our voting securities represent 50% or less of the total voting power of the surviving entity or its parent.
Name and Position Number of Stock Options Granted (2015) Number of
Restricted Stock Units
Granted (2015)
Franz Fink
President & Chief Executive Officer (1)
98,167
255,798
Chris Humphrey Former Vice President, Strategy, Marketing and Business Development (1) 18,063
34,515
All current executive officers as a group (three persons) 98,167
255,798
Richard Bergman
11,263
José L. Cortes (2)
11,707
Burkhard Goeschel, Ph.D.
11,707
Robert Guyett
11,707
Roger Howsmon
11,707
Yon Yoon Jorden
11,707
Mark Rossi
11,707
David Schlotterbeck
11,707
All current directors who are not executive officers as a group (seven persons)
81,505
All employees, including all current officers who are not executive officers, as a group 160,422
475,687
(1) On March 13, 2015, Dr. Fink and Mr. Humphrey were granted 102,319 and 12,551 restricted stock awards, respectively, with vesting contingent upon the Company achieving certain financial targets within the next three fiscal years. These awards will be earned at 100% of the target number of shares if the applicable financial metrics are achieved at the target level, and will be paid on a sliding scale from zero to 200% of target if the actual results achieved are higher or lower than the target. The number of award shares included in this table is based upon the maximum achievement of 200% of target. Mr. Humphrey resigned from employment on April 1, 2016.
Name Age Position(s)
Franz Fink 54 President, Chief Executive Officer and Director
David Lyle 52 Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Kevin S. Royal 52 Former Senior Vice President, Chief Financial Officer, Treasurer and Secretary
Michael Finger 45 Former Senior Vice President, Global Sales
Chris Humphrey 52 Former Vice President, Strategy, Marketing and Business Development
We initiated a restructuring plan to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align our cost structure with the current business forecast and to improve our operational efficiency, with anticipated annual cost savings between $5 million and $6 million expected to begin fully benefiting us by mid-2016.
Primarily as a result of the restructuring efforts during the year, we reduced operating expenses from $18.9 million and $18.4 million in the first and second quarters of 2015, respectively, to $14.9 million and $15.8 million in the third and fourth quarters of 2015, respectively.
We improved our balance sheet by paying off $15.8 million in net debt during the year and maintaining our cash, cash equivalents, and restricted cash balance, which was $25 million at both December 31, 2014 and December 31, 2015. Further, in 2015, we raised approximately $10 million in proceeds under an at-the-market equity offering.
Our gross profit margin decreased to 30% for 2015 compared with 37% in 2014, primarily related to lower prices for our ultracapacitor products sold into the hybrid transit vehicle market as a result of changes in the China government subsidy program and other market factors.
As a result of cost-savings measures implemented in response to our recent financial performance, we did not provide an annual incentive bonus opportunity for our employees for 2015.
For all other named executive officers, the long-term incentive award grant value was delivered 40% in restricted stock units with performance-based vesting, 30% in restricted stock units with time-based vesting and 30% in stock options with time-based vesting.
In 2015, and in advance of the SEC’s final rules on clawback policies becoming effective, we adopted a clawback policy specifying the Company’s authority to clawback incentive compensation of our executive officers under certain circumstances involving a financial restatement.
In 2015, we implemented executive officer and non-employee director stock ownership guidelines with minimum Company stock ownership requirements for certain executive officers (for CEO, stock with a value of at least 4 times, and for CFO and COO, 2 times, of their annual base salary). Non-employee directors are required to own Company stock with a value of at least 4 times of their annual retainer compensation.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Maxwell Technologies Announces Agreement For Sale Of Microelectronics Product Line - April 12, 2016