UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2018

Or

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                to            

 

Commission file number 001-35901

 

FTD Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

32-0255852
(I.R.S. Employer Identification No.)

 

3113 Woodcreek Drive
Downers Grove, Illinois
(Address of principal executive office)

 

60515
(Zip Code)

 

(630) 719-7800

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, par value $0.0001 per share

 

The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

Non-accelerated filer o

 

Smaller reporting company o

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter (June 30, 2018), based upon the closing sale price of the registrant’s common stock as reported on the NASDAQ Global Select Market was $80.9 million. At March 6, 2019, there were 28,322,610 shares of the Registrant’s common stock outstanding.

 

 

 


 

 

EXPLANATORY NOTE

 

On March 18, 2019, FTD Companies, Inc. (the “Company,” “FTD,” “we,” “us,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Part III, Items 10 through 14, of the 2018 Form 10-K to include information previously omitted from the 2018 Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year. The Company does not anticipate that it will file a definitive proxy statement that involves the election of directors by April 30, 2019 (i.e., within 120 days after the end of the Company’s 2018 fiscal year). Accordingly, Part III of the 2018 Form 10-K is hereby amended and restated to add the information set forth below.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV. The certifications are filed with this Amendment as Exhibits 31.1 and 31.2. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosures with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. This Amendment does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 because no financial statements are being filed with this Amendment.

 

Except as described above, this Amendment does not reflect events occurring after the filing of the 2018 Form 10-K. No attempt has been made in this Amendment to modify or update in any way other disclosures presented in the 2018 Form 10-K, and we have not updated the disclosures contained herein to reflect any events which occurred subsequent to the filing of the 2018 Form 10-K or to modify the disclosures contained in the 2018 Form 10-K other than to reflect the changes described above.

 

This Amendment should be read in conjunction with the 2018 Form 10-K and with our filings with the SEC subsequent to the filing of the 2018 Form 10-K.

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

DIRECTORS

 

The information provided below is biographical information about each of our directors, including other public company board memberships. Age and other information is as of April 24, 2019.

 

Name

 

Age

 

Director
Since

 

Position(s)

Mir Aamir

 

46

 

2018

 

Director

James T. Armstrong

 

53

 

2013

 

Director; Nominating and Corporate Governance Committee Chairman; Member of the Audit Committee

Tracey L. Belcourt

 

52

 

2014

 

Director; Member of the Nominating and Corporate Governance Committee

Robert Berglass*

 

81

 

2013

 

Board of Directors Chairman; Compensation Committee Chairman; Member of the Audit Committee

Candace H. Duncan

 

65

 

2014

 

Director; Member of the Audit Committee

Sue Ann R. Hamilton*

 

58

 

2014

 

Director; Member of the Nominating and Corporate Governance Committee

Joseph W. Harch

 

65

 

2013

 

Director; Audit Committee Chairman; Member of the Compensation Committee

Robin S. Hickenlooper

 

40

 

2014

 

Director; Member of the Compensation Committee

Scott D. Levin*

 

57

 

2018

 

Director; President, Chief Executive Officer and Secretary

Christopher W. Shean*

 

53

 

2014

 

Director

 


*This director will be up for election at our next annual meeting.

 

Mir Aamir has served as one of our directors since June 2018. Mr. Aamir is President and Chief Executive Officer of Quotient Technology Inc., which provides a digital marketing platform to deliver personalized and targeted promotions and media to consumers, and a member of the company’s board of directors. He joined Quotient in 2013 and helped lead their successful initial public offering in March 2014. Mr. Aamir assumed the Chief Executive Officer role in 2017 after previously serving as President, Chief Operating Officer and Chief Financial Officer. From 2005 to 2013, Mr. Aamir worked for Safeway Inc. where he served as President, Customer Loyalty and Digital Technology from 2011 to 2013. He also served as a Senior Vice President, Marketing Strategy & FP&A from 2007 to 2011 and as Group Vice President, FP&A from 2005 to 2007. Prior to joining Safeway Inc., Mr. Aamir served as an Officer and Vice President at A.T. Kearney, Inc. Mr. Aamir received his B.B.A./M.B.A. in finance from the University of Karachi, Pakistan and his M.B.A. from the University of Chicago. Mr. Aamir brings to the Board of Directors over 20 years of strategy, operational and finance experience, primarily in the retail and consumer packaged goods industries. He also brings digital and mobile marketing experience, having helped found Safeway’s industry-leading digital and mobile platform for loyalty and targeted marketing.

 

James T. Armstrong has served as one of our directors since November 2013. Mr. Armstrong also served as a director of United Online, Inc. (“United Online”) from September 2001 to June 2016 and was a director of NetZero, Inc. (“NetZero”) from 1998 to September 2001. Mr. Armstrong has been a Managing Director of March Capital Partners since June 2014 and a Managing Director with Clearstone Venture Partners (formerly idealab! Capital Partners), an incubator and financier of early stage startup companies, since August 1998. From May 1995 to August 1998, Mr. Armstrong was an associate with Austin Ventures. From September 1989 to March 1992, Mr. Armstrong was a senior auditor with Ernst & Young. Mr. Armstrong serves on the board of directors of several private companies. Mr. Armstrong received his B.A. in economics from the University of California at Los Angeles and his M.B.A. from the University of Texas. Serving as a Managing Director of a venture capital fund focused on growing technology companies in a variety of markets, Mr. Armstrong brings to our Board of Directors well-developed business and financial acumen critical to our Company.

 

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In addition, having served as a director of United Online when we were a wholly-owned subsidiary of United Online, Mr. Armstrong possesses a breadth of knowledge regarding our business.

 

Tracey L. Belcourt has served as one of our directors since February 2014. Ms. Belcourt has served as Senior Vice President of Global Growth and Development at Fortune Brands Home & Security, Inc. since December 2016, where she leads Strategy, Corporate Development and Consumer Insights. Before Fortune Brands, Ms. Belcourt served four years as the Executive Vice President of Strategy for Mondelēz International, Inc. (“Mondelēz”) where she led a group of individuals in executing the company’s strategy function and mergers and acquisition activities. She was also responsible for developing and implementing Mondelēz’s growth strategy. Before joining Mondelēz in 2012, Ms. Belcourt worked at Bain & Co. (“Bain”) in Toronto, where she was a partner for 13 years. At Bain, Ms. Belcourt specialized in the design and implementation of growth strategies to improve business performance across a variety of consumer industries. Prior to Bain, Ms. Belcourt was an economic consultant to the U.S. Agency for International Development in Africa. Ms. Belcourt began her career in academia serving as an Assistant Professor of economics at Concordia University in Montreal for five years and at the University of Bonn in Germany. Ms. Belcourt holds both a Ph.D and a Master’s in economics from Queen’s University in Canada and a Bachelor’s degree in mathematics and economics from the University of Alberta. Through her extensive management and consulting roles, Ms. Belcourt brings to our Board of Directors significant leadership, oversight and operational management skills, as well as experience in strategy consulting and implementation. In addition, Ms. Belcourt has a deep knowledge of consumer industries and has significant international work experience.

 

Robert Berglass has served as the non-executive Chairman of our Board of Directors since November 2013. Mr. Berglass also served as a director of United Online from September 2001 to June 2016 and was a member of the board of directors of Classmates Media Corporation, a wholly-owned subsidiary of United Online, from September 2007 to January 2010. Mr. Berglass was a director of NetZero from November 2000 to September 2001. Mr. Berglass was United Online’s Lead Independent Director from February 2006 to November 2013. From February 2002 to August 2013, Mr. Berglass was a consultant to and served as the Chairman of DAVEXLABS LLC, an independent hair care company dedicated to salon professionals. From 1998 to April 2001, Mr. Berglass was the Chairman, Chief Executive Officer and President of Schwarzkopf & DEP, Inc. (formerly DEP Corporation), a division of Henkel KGAA. Mr. Berglass held those positions following Henkel KGAA’s acquisition of DEP Corporation in 1998. From 1969 to 1998, Mr. Berglass was the Chairman, Chief Executive Officer and President of DEP Corporation. Before joining DEP Corporation, Mr. Berglass held various positions at Faberge, Inc., including Corporate Executive Vice President. Having served as Chairman, Chief Executive Officer and President of a large, global personal care products company with some of the world’s most recognized brands, Mr. Berglass is able to present valuable insight into organizational and operational management issues crucial to a public company, as well as valuable insight on various aspects of consumer marketing. In addition, having served as a director of United Online when we were a wholly-owned subsidiary of United Online, Mr. Berglass possesses a breadth of knowledge regarding our business.

 

Candace H. Duncan has served as one of our directors since December 2014 in connection with the closing of the Company’s acquisition of Provide Commerce, Inc. in 2014 (the “Acquisition”). Ms. Duncan retired from KPMG LLP in November 2013, where she was Managing Partner of the Washington, D.C. metropolitan area since 2009. Ms. Duncan also was on the KPMG LLP board of directors from 2009 to 2013 and served as Chairwoman of that board’s Nominating Committee as well as the Partnership and Employer of Choice Committee. Prior to her appointment to the KPMG LLP board of directors, Ms. Duncan served in various roles at the firm, including Managing Partner for Audit for the Mid-Atlantic area and Audit Partner in Charge for the Virginia business unit. Ms. Duncan was admitted to the KPMG LLP partnership in 1987 and had more than 35 years of experience as a professional with the firm. Ms. Duncan currently serves on the board of directors of Discover Financial Services and Teleflex Incorporated, where she also serves as a member of their respective audit committees. Ms. Duncan received a B.S. in accounting from Kansas State University. Ms. Duncan’s extensive experience in public company accounting, financial statements and corporate finance provides her with significant skills and knowledge to serve on our Board of Directors. Ms. Duncan is a designee of Qurate Retail, Inc. (“Qurate”), formerly known as Liberty Interactive Corporation (“Liberty”), and was appointed pursuant to the terms of the investor rights agreement entered into by FTD and Liberty concurrent with the closing of the Acquisition (the “Investor Rights Agreement”), as described below under “Item 13—Certain Relationships and Related Transactions, and Director Independence—Related-Party Transactions—Qurate Investor Rights Agreement.”

 

Sue Ann R. Hamilton has served as one of our directors since December 2014 in connection with the closing of the Acquisition. As Principal of the consultancy Hamilton Media LLC, Ms. Hamilton advises and represents major media and technology companies. In this role, Ms. Hamilton serves as Executive Vice President—Distribution and Business

 

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Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency (CAA) and CBS, and she represents The Mark Cuban Companies/Radical Ventures as board observer for Philo, Inc., a privately held technology company. Ms. Hamilton also serves as Executive Vice President—Distribution and Business Development for HDNet LLC. Effective March 9, 2018, Ms. Hamilton was appointed to the board of a newly formed public company, GCI Liberty, Inc., in which Qurate had a controlling interest until March 2018. Prior to launching Hamilton Media, from 2003 until 2007, Ms. Hamilton served as Executive Vice President—Programming and Senior Vice President—Programming for Charter Communications, Inc. (“Charter”), a cable and internet service provider. Before her work at Charter, Ms. Hamilton held numerous management positions at AT&T Broadband, L.L.C. and its predecessor, Tele-Communications, Inc. dating back to 1993. Prior to her career in technology, media, and telecommunications, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions. Ms. Hamilton received her J.D. degree from Stanford Law School, where she was Associate Managing Editor of the Stanford Law Review and Editor of the Stanford Journal of International Law. She is a magna cum laude graduate of Carleton College in Northfield, Minnesota. As a result of her extensive management experience, Ms. Hamilton brings to our Board of Directors significant leadership, oversight and consulting skills, as well as experience in the media, technology and legal fields. Ms. Hamilton is a Qurate designee and was appointed pursuant to the terms of the Investor Rights Agreement.

 

Joseph W. Harch has served as one of our directors since November 2013. Mr. Harch has been the Managing Member of Harch Capital Management, LLC, a Registered Investment Advisor, since June 2011. Harch Capital Management, LLC is the successor-in-interest to Harch Investment Advisors Inc., which Mr. Harch founded in 1991. From 1991 until May 2011, Mr. Harch has held various leadership positions with Harch Capital Management, LLC and its predecessor organizations. From 1990 to 1991, Mr. Harch was a senior investment banker employed by Donaldson, Lufkin & Jenrette, Inc. From 1988 to 1990, Mr. Harch served as the national High Yield and Corporate Syndicate Manager for Drexel Burnham Lambert, Inc., where he also served as a Managing Director in the Corporate Finance Department from 1984 to 1988. Mr. Harch was a First Vice President in the Corporate Finance Department of Prudential Bache Securities from 1982 to 1984 and a First Vice President in the Corporate Finance Department of Batemen Eichler, Hill Richards from 1979 to 1982. From 1975 to 1979, Mr. Harch was a Certified Public Accountant with Arthur Young & Company. Mr. Harch brings to our Board of Directors experience conducting audits for public companies, preparing audited financial statements, working with ratings agencies and serving as an investment banker to public companies. Mr. Harch also has significant experience advising corporate issuers in capital markets and merger and acquisition transactions.

 

Robin S. Hickenlooper has served as one of our directors since December 2014 in connection with the closing of the Acquisition. Ms. Hickenlooper has been Senior Vice President, Corporate Development of Qurate since January 2017. Ms. Hickenlooper served as Vice President, Corporate Development of Qurate from January 2013 to December 2016. Ms. Hickenlooper served as Director, Corporate Development of Qurate from January 2010 to December 2012, and as Manager, Corporate Development from July 2008 to December 2010. Ms. Hickenlooper also serves as the Senior Vice President, Corporate Development of Liberty Media Corporation. Prior to joining Qurate, Ms. Hickenlooper worked in the Strategic Planning and Business Development group at Del Monte Foods and in investment banking at Thomas Weisel Partners. Ms. Hickenlooper currently serves on the board of directors of Chipotle Grill, Inc. and served as a director of Sirius XM Radio Inc. from January 18, 2013 to September 9, 2013. Ms. Hickenlooper has an M.B.A. from Kellogg School of Management and a Bachelor’s degree in public policy from Duke University. Ms. Hickenlooper brings to our Board of Directors significant corporate development and financial experience. Ms. Hickenlooper is a Qurate designee and was appointed pursuant to the terms of the Investor Rights Agreement.

 

Scott D. Levin has been our President and Chief Executive Officer since November 2018 and Secretary since November 2013, and has served as one of our directors since December 2018. Mr. Levin was our Interim President and Chief Executive Officer from July 2018 to November 2018. Previously, Mr. Levin served as our Executive Vice President and General Counsel from September 2013 until November 2018. In addition, Mr. Levin was a member of the Office of the CEO from November 2016 to March 2017. Mr. Levin was the Chief Legal Officer and Secretary of Coskata, Inc., a renewable fuels and chemicals production company, from 2012 to September 2013. From 2007 to 2012, Mr. Levin was Senior Vice President, General Counsel and Secretary for Morton’s Restaurant Group, Inc., which was a publicly held restaurant holding company during that time. Prior to that, Mr. Levin held General Counsel positions at Torex Retail Americas (a global technology solutions provider) and OurHouse, Inc. (the home improvement e-commerce business for Ace Hardware Corporation). From 1996 to 1999, Mr. Levin served as Vice President and General Counsel of FTD, Inc. Mr. Levin also worked at Schulte Roth & Zabel LLP in New York City where he practiced in the mergers and acquisitions, securities and finance areas. Mr. Levin earned a J.D. from The National Law Center at George Washington

 

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University and a Bachelor’s degree from Boston College. Mr. Levin brings to our Board of Directors more than five years of experience at the Company serving as the President, Chief Executive Officer and Secretary and in other senior executive positions, including General Counsel. He has a unique, in-depth knowledge of the Company’s history, including his deep understanding of the Company’s operations and strategy and the consumer products industry as a whole.

 

Christopher W. Shean has served as one of our directors since December 2014 in connection with the closing of the Acquisition. Mr. Shean was our Interim President and Chief Executive Officer from November 2016 to February 2017. Mr. Shean has also served as the Chief Executive Officer of Liberty Expedia Holdings, Inc. since November 2016. Mr. Shean was the Chief Financial Officer of Qurate until October 2016 and currently serves as its Senior Advisor. Prior to being named Qurate’s Chief Financial Officer in November 2011, Mr. Shean served as Qurate’s Controller for eleven years. Mr. Shean also served as the Chief Financial Officer of Liberty Media Corporation until October 2016 and currently serves as its Senior Advisor. Prior to joining Qurate, Mr. Shean was an audit partner with KPMG focusing mainly on clients operating in the media and entertainment industry. Mr. Shean serves on the board of directors of Expedia, Inc. and Liberty Expedia Holdings, Inc. From February 2013 to December 2015, Mr. Shean served on the board of directors of TripAdvisor, Inc. Mr. Shean also serves on the advisory committee for the Pamplin School of Business at Virginia Tech. Mr. Shean received a B.S. degree in accounting from Virginia Tech in 1987. Mr. Shean brings to our Board of Directors valuable business, financial and risk management advice and possesses a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. Mr. Shean is a Qurate designee and was appointed pursuant to the terms of the Investor Rights Agreement.

 

EXECUTIVE OFFICERS

 

The following table sets forth certain information regarding all our executive officers as of April 24, 2019:

 

Name

 

Age

 

Title

Scott D. Levin

 

57

 

Director, President, Chief Executive Officer and Secretary

Steven D. Barnhart

 

57

 

Executive Vice President and Chief Financial Officer

Rhys J. Hughes

 

49

 

President, Interflora British Unit

Tom D. Moeller

 

55

 

Executive Vice President, Florist Division

Joseph R. Topper, Jr.

 

58

 

Executive Vice President and Chief Digital Officer

 

The following is a brief description of the capacities in which each of the executive officers has served during the past five or more years. The biography for Mr. Levin appears under the subheading “—Directors” above.

 

Steven D. Barnhart was appointed Executive Vice President and Chief Financial Officer in January 2018. Most recently, Mr. Barnhart served as Senior Vice President and Chief Financial Officer of Bankrate, Inc., a leading publicly traded internet publisher, aggregator and distributor of personal finance content, from September 2014 until the sale of the company in November 2017. From August 2012 to June 2014, Mr. Barnhart served as Senior Vice President and Chief Financial Officer for Sears Hometown and Outlet Stores, a leading appliance retailer. From 2010 to 2012, he served as Senior Vice President and Chief Financial Officer for Bally Total Fitness, which was a leading operator of fitness centers across the United States. From 2003 to 2009, Mr. Barnhart served in several roles with Orbitz Worldwide, an online travel company, including President and Chief Executive Officer (from 2007 to 2009), board member, Chief Financial Officer and Vice President of Planning. Prior to joining Orbitz Worldwide, Mr. Barnhart spent over 13 years working in a variety of finance and strategy roles at PepsiCo. Mr. Barnhart holds an M.B.A. in International Business and Finance from the University of Chicago and a B.A. in Economics from the University of Chicago.

 

Rhys J. Hughes is the head of our International Division and was appointed President of Interflora British Unit (“Interflora”) in May 2008, having previously spent two years as its Chief Operating Officer. Mr. Hughes was also appointed head of Global Floral Strategy for the Company in October 2016. Prior to joining Interflora in 2001 as Finance Director, Mr. Hughes held senior financial roles with Boots Opticians and Vision Express. Mr. Hughes is a Chartered Accountant, having qualified with KPMG in Nottingham, where he spent most of his time in audit services. Mr. Hughes received a First Class Honours degree in industrial economics from Nottingham University.

 

Tom D. Moeller is the head of our Florist Division and has been with the Company since April 2010. Mr. Moeller joined FTD as Executive Vice President, Florists’ Transworld Delivery, Inc. from the William Wrigley Jr. Company (“Wrigley”), where he served as Global Chief Customer Officer since 2007 and as Vice President, U.S. Customer Sales and Support from 2001 to 2007. Prior to Wrigley, Mr. Moeller served as General Manager at Schering-Plough HealthCare

 

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(“Schering-Plough”), responsible for their Wal-Mart and Alternative Trade Channel businesses. Before joining Schering-Plough, Mr. Moeller spent 12 years at Nabisco, Inc. in various sales and customer marketing roles. Mr. Moeller has over 25 years of experience in consumer packaged goods. He is a graduate of Wartburg College and continued his executive education at Northwestern University and Cornell University.

 

Joseph R. Topper, Jr. was promoted to Executive Vice President and Chief Digital Officer in July 2018. Mr. Topper joined the Company as Executive Vice President, Chief Information Officer in October 2016. Previously, he served as the Chief Information Officer, Chief Technology Officer and Customer Services for VitaCost.com, a subsidiary of the Kroger Company. Under Mr. Topper’s leadership, Vitacost.com was the top e-retailer among websites selling health and beauty products in 2013, and earned the second place spot in customer satisfaction—second only to Amazon.com—according to the ForeSee Experience Index. Prior to Vitacost.com, Mr. Topper served as SVP, Customer Success and Chief Information Officer for Rosetta Stone, Inc. During his tenure, the company earned back-to-back Stevie Awards in 2011 and 2012 for innovation in customer service. Earlier in his career, Mr. Topper held various progressive leadership roles in technology and operations, and was a Commissioned Officer in the U.S. Coast Guard. He earned a B.S. in Mathematics from the U.S. Coast Guard Academy and his M.S. in Telecommunications and Information Management from the Polytechnic Institute of New York University.

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that our executive officers, our directors, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the SEC. Executive officers, directors and greater than 10% beneficial owners are required to furnish us with copies of all of the forms that they file.

 

Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2018, our executive officers, directors, greater than 10% beneficial owners and other persons subject to Section 16(a) of the Exchange Act filed on a timely basis all reports required of them under Section 16(a).

 

CODE OF ETHICS

 

Our Code of Ethics applies to all of our outside directors, officers and employees, including, but not limited to, our Chief Executive Officer and Chief Financial Officer. The Code of Ethics constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of conduct” within the meaning of the listing standards applicable to companies listed on the NASDAQ Global Select Market (“NASDAQ”).

 

Our Code of Ethics is available on our corporate website (www.ftdcompanies.com) under “Investor Relations.”

 

DIRECTOR NOMINATIONS PROCESS

 

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors since the last time such procedures were disclosed.

 

INFORMATION ABOUT OUR AUDIT COMMITTEE

 

The Board of Directors has a separately designated standing Audit Committee. The Audit Committee consists of Messrs. Armstrong, Berglass and Harch and Ms. Duncan. Our Board of Directors has determined that all members of the Audit Committee are independent directors as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules and also satisfy the additional criteria for independence for Audit Committee members set forth in Rule 10A-3(b)(1) under the Exchange Act. Each of Mr. Harch, who serves as Chairman of the Audit Committee, Mr. Armstrong and Ms. Duncan qualifies as an “audit committee financial expert” as that term is defined under applicable SEC rules.

 

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ITEM 11. EXECUTIVE COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Overview

 

This Compensation Discussion and Analysis (“CD&A”) section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers and the most important factors relevant to an analysis of these policies and decisions. This section also describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2018. In addition, this section provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

 

2018 Named Executive Officers

 

The individuals in the table below were our named executive officers for 2018. In this CD&A, we refer to Messrs. Levin, Barnhart, Hughes, Moeller and Topper as our “Continuing NEOs.”

 

Name

 

Title

Scott D. Levin(1)

 

President, Chief Executive Officer and Secretary

John C. Walden(2)

 

Former President and Chief Executive Officer

Steven D. Barnhart(3)

 

Executive Vice President and Chief Financial Officer

Brian S. Cooper(4)

 

Former Interim Chief Financial Officer

Rhys J. Hughes

 

President, Interflora British Unit

Tom D. Moeller

 

Executive Vice President, Florist Division

Joseph R. Topper, Jr.

 

Executive Vice President and Chief Digital Officer

Simha Kumar(5)

 

Former Executive Vice President and Chief Operating Officer

Jeffrey D. T. Severts(6)

 

Former Executive Vice President and Chief Marketing Officer

 


(1)                                 Mr. Levin was appointed the Company’s President and Chief Executive Officer on November 2, 2018 after serving as Interim President and Chief Executive Officer since July 2018. Mr. Levin also serves as the principal executive officer and has served as the Company’s Secretary since his appointment on November 1, 2013.

 

(2)                                 Mr. Walden stepped down from his positions as the Company’s President and Chief Executive Officer effective July 18, 2018.

 

(3)                                 Mr. Barnhart joined the Company as Executive Vice President and Chief Financial Officer effective January 8, 2018.

 

(4)                                 Mr. Cooper, of Randstad North America, Inc. (d/b/a Tatum) (“Tatum”), an executive consulting services firm, served in an interim role as the Company’s Chief Financial Officer, principal financial officer and principal accounting officer from September 5, 2017 until January 8, 2018.

 

(5)                                 Effective July 18, 2018, Mr. Kumar was no longer employed by the Company.

 

(6)                                 Effective August 30, 2018, Mr. Severts was no longer employed by the Company.

 

Recent Highlights

 

We have been undergoing a multi-year strategic business transformation in an effort to rebuild our winning customer brands, recreate a network of strong florist partners, gain supply chain efficiencies and extend our business in complementary non-floral categories. In July 2018 we announced that our Board of Directors initiated a review of strategic alternatives focused on maximizing stockholder value. We also announced a corporate restructuring and cost savings plan, under which we have identified opportunities to optimize our operations, drive efficiency and reduce costs. Our 2018 compensation program described below generally reflects the different compensation arrangements approved in order to rebuild the Company’s leadership and its business in connection with our strategic business transformation plan.

 

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Many of our 2018 compensation decisions were driven by our need to attract new executive leadership and retain select key personnel in the context of our overall strategic transformation plan and therefore varied from the compensation cycle we have used in previous years. In 2018, as in years past, awards in the annual cycle and to retain executives consisted of time-vested options and restricted stock units (“RSUs”). Additionally, in 2018, the Company began granting performance-based equity awards, specifically performance-based restricted stock units (“PSUs”), which vest, if at all, based on achieving revenue and Adjusted EBITDA (as defined below) goals over a three-year period.

 

Chief Executive Officer Transition

 

On July 18, 2018, Mr. Levin was appointed as Interim President and Chief Executive Officer. On November 2, 2018, Mr. Levin was appointed as the Company’s President and Chief Executive Officer and on December 7, 2018, Mr. Levin was appointed to our Board of Directors. Mr. Levin also serves as the Company’s Secretary. Mr. Levin succeeded Mr. Walden, who had served as President and Chief Executive Officer since March 1, 2017. Mr. Walden succeeded Mr. Shean, a member of our Board of Directors, who had served as our Interim President and Chief Executive Officer since November 3, 2016. For more information about Mr. Levin’s compensation arrangements, see “Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements” below.

 

In accordance with his employment agreement, Mr. Walden was entitled to certain severance benefits in connection with his departure from the Company, including (i) a cash severance payment equal to the sum of (A) two times his then-current annual salary and (B) two times his target bonus for 2018, (ii) a cash payment in lieu of certain service-based RSUs, (iii) reimbursement for 12 months of COBRA coverage for Mr. Walden, his spouse and his dependents, and (iv) accelerated vesting of certain of his outstanding equity awards, subject in each case to his compliance with certain covenants in the employment agreement. For more information about Mr. Walden’s severance benefits, see “Executive Compensation and Other Information—Summary Compensation Table” below.

 

Chief Financial Officer Transition

 

On January 4, 2018, we announced the appointment of Mr. Barnhart as Executive Vice President and Chief Financial Officer, effective January 8, 2018. Mr. Barnhart is our principal financial officer and principal accounting officer. In connection with Mr. Barnhart’s appointment as our Executive Vice President and Chief Financial Officer, Mr. Cooper stepped down from the position of Interim Chief Financial Officer, effective January 8, 2018. Mr. Cooper did not receive any separation payments in connection with his departure from the Company. Mr. Cooper had served in this interim role since September 5, 2017, during which time a search for a permanent Chief Financial Officer was ongoing. While holding this position, Mr. Cooper did not participate in any Company employee benefit plans or receive any salary, bonus, equity awards or other compensation or benefits directly from the Company in connection with his service as Interim Chief Financial Officer.

 

Compensation Practices and Governance Highlights

 

Pay for Performance

 

We work to link the compensation of our named executive officers to the success of our business objectives.

Stockholder Alignment

 

We align the interests of our named executive officers with those of our stockholders through the use of long-term equity incentives, including performance-based equity awards granted initially in January 2018 tied to multi-year revenue and Adjusted EBITDA goals.

Compensation Governance

 

We have 100% independent directors on the Compensation Committee.

 

 

The Compensation Committee meets regularly in executive session without management present.

 

 

Our independent compensation consultant, FW Cook, reports directly to the Compensation Committee.

Change in Control Provisions

 

We provide “double-trigger” change in control benefits.

 

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We do not allow tax gross-ups on severance or change in control benefits.

Post-termination/Retirement Benefits

 

We do not provide post-termination retirement or pension benefits.

Hedging, Pledging and Margin Loans

 

We prohibit holding shares of our common stock in a margin account or otherwise pledging shares of our common stock as collateral for a loan unless that individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities.

 

 

We prohibit entering into hedging, monetization or similar transactions involving our common stock that are intended to realize the value of, or limit the risks and rewards of owning, our common stock, unless the individual receives pre-clearance from our General Counsel.

Stock Ownership Guidelines

 

We maintain non-employee director stock ownership guidelines to promote executive stock ownership.

 

Compensation Philosophy and Objectives

 

The primary objectives of the Compensation Committee with respect to executive compensation are to:

 

·                  attract, retain and motivate experienced and talented executives;

 

·                  ensure executive compensation is aligned with our corporate strategies, programs and business goals;

 

·                  recognize the individual contributions of executives, but foster a shared commitment among executives by aligning their individual goals with our corporate goals;

 

·                  promote the achievement of key strategic and operational performance measures by linking compensation to the achievement of measurable corporate and departmental performance goals; and

 

·                  align the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value.

 

To achieve these objectives, the Compensation Committee evaluates our executive compensation program with the goal of setting compensation at levels that are justifiable based on each executive’s level of experience, performance and responsibility and that the Compensation Committee believes are broadly competitive with those of other internet and catalog retail and specialty retail companies that compete with us for executive talent. In addition, our executive compensation program ties a portion of each executive’s overall compensation to the achievement of key corporate and individual goals. In 2018, we provided a portion of our executive compensation in the form of (1) time/service based awards, specifically RSUs and/or stock options that vest over time, which we believe helps to retain our executives and aligns their interests with those of our stockholders by allowing them to participate in our longer term success as reflected in the appreciation of our stock price, and (2) PSUs that vest over a three-year period based on the achievement of revenue and Adjusted EBITDA targets, which we believe align our executives’ interests with those of our stockholders by tying vesting to performance under our multi-year strategic transformation plan.

 

We review peer group data from time to time and do not benchmark our executive compensation to target total direct compensation at a specific level relative to our comparative group of peer companies. For 2018, the named executive officers had target and actual total direct compensation, which includes base salary, cash bonus incentive, and the grant date fair value of equity awards made in 2018, that was generally consistent with or below the median of our compensation peer group, with a below-median salary and bonus opportunity.

 

Compensation Setting Practice

 

The Compensation Committee consists of three directors, Messrs. Berglass and Harch and Ms. Hickenlooper, each of whom is an independent director as defined in Rule 5605(a)(2) of the NASDAQ Marketplace Rules. The

 

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Compensation Committee administers our executive compensation programs and is responsible for reviewing the compensation of our executive officers and determining the nature and amount of the various components of such compensation, including adjustments to annual base salary and the establishment of the applicable performance goals under our annual management incentive bonus plan and the specific bonus amount for each potential level of goal attainment. The Compensation Committee also administers our equity incentive plan and has the exclusive authority to make awards under such plan to our executive officers and determine the appropriate mix of equity awards, including the establishment of performance goals applicable to PSUs granted under the equity incentive plan. The Compensation Committee also approves all employment agreements, severance or termination arrangements, and other compensatory contracts or arrangements made with our executive officers. The Compensation Committee will also perform other functions or duties as may be assigned to it under the terms of any executive compensation or equity-based benefit plan or as otherwise deemed appropriate by our Board of Directors. The Compensation Committee held five meetings during 2018. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is reviewed annually and revised as appropriate.

 

The Compensation Committee makes all decisions regarding the cash and equity compensation of our Chief Executive Officer, although the Compensation Committee may, in its discretion, request the concurrence or approval of such decisions by a majority of the independent members of our Board of Directors. With respect to all other executive officers, the Compensation Committee determines their compensation, taking into account the recommendations of our Chief Executive Officer, who annually reviews the performance of the other executive officers and then presents to the Compensation Committee the conclusions reached and his recommendations for their compensation based on those reviews. The Compensation Committee can, and often does, exercise its discretion in determining whether to approve or modify any recommended compensation adjustments or equity awards. Decisions regarding any other forms of compensation provided to our executive officers that are not provided to all senior level employees (for example, any executive level health and welfare benefits, deferral plans and perquisites) are made by the Compensation Committee after taking into consideration the recommendations made by our Chief Executive Officer. The Compensation Committee reviews peer data from time to time, but does not target any specific percentile.

 

The Compensation Committee has the authority to retain the services of an independent compensation consulting firm in connection with its responsibilities in setting the compensation for our executive officers. Pursuant to that authority, the Compensation Committee has engaged FW Cook, a nationally recognized, independent compensation consulting firm, to review the executive compensation programs and individual compensation arrangements for our executive officers. All executive compensation services provided by the independent consultant are conducted under the direction or authority of the Compensation Committee. During 2018, FW Cook served solely as a consultant to the Compensation Committee and did not provide any services to management. Based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act, and such other factors as were deemed relevant under the circumstances, the Compensation Committee determined that its relationship with FW Cook, and the work of FW Cook on behalf of the Compensation Committee, did not raise any conflict of interest.

 

FW Cook provides the Compensation Committee with relevant market data and alternatives to consider when making compensation decisions regarding our executive officers and considering the recommendations of our Chief Executive Officer regarding the compensation of other executive officers. In designing our executive compensation program, our Compensation Committee periodically considers publicly available compensation data for a group of peer companies to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Although the Compensation Committee considers FW Cook’s advice and recommendations about our executive compensation program, the Compensation Committee ultimately makes its own decisions about executive compensation matters.

 

In 2016, FW Cook provided our Compensation Committee with updated comparative peer group data showing where our total compensation and each element of our compensation ranked among a group of 19 publicly-traded U.S.-based internet and catalog retail and specialty retail companies. The peer group companies included were 1-800-FLOWERS.COM, American Eagle Outfitters, Blue Nile, Cabela’s, Caleres, Groupon, Grubhub, HSN, Lands’ End, Libbey, Monster Worldwide, Overstock.com, Pier 1 Imports, Restoration Hardware, Shutterfly, Tiffany & Co., Vitamin Shoppe, WebMD and Williams-Sonoma. The 2016 peer group companies reflected the removal of three previous peer companies due to acquisition (Ann Taylor, Conversant and Orbitz) and the addition of three new peer companies with similar revenues and/or market capitalizations (Blue Nile, Grubhub and Lands’ End). Our peer group is subject to change.

 

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While we expect that our Compensation Committee will continue to periodically review and update the list, the 2016 study was not updated for purposes of our 2018 compensation decisions.

 

The peer group was chosen to reflect a cross-section of similar retail and internet retail companies with revenue size between about 0.2x and 5x our size. This reflects the Company’s executive labor market, and companies that might attract similar investors.

 

Compensation Elements

 

The primary elements of our executive compensation program are:

 

·                  base salary;

 

·                  annual management incentive bonuses;

 

·                  equity incentive awards, both short-term and long-term;

 

·                  benefits and other compensation; and

 

·                  severance and change in control benefits.

 

We do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. Instead, our Compensation Committee, after periodically reviewing information provided by our compensation consultant and other relevant data, determines subjectively what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives to maximize long-term value for FTD and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward good performance on an annual basis and in the form of bonus compensation to incent and reward superior performance based on specific annual and longer-term goals. To further focus our executives on longer-term performance and the creation of stockholder value, we make equity-based awards that vest over a meaningful period of time. Beginning in 2018, we granted certain performance-based awards, specifically PSUs, that vest, if at all, based on the achievement of revenue and Adjusted EBITDA goals over a three-year period. In addition, we provide our executives with benefits that are generally available to our salaried employees and severance benefits to incentivize them to continue to strive to achieve stockholder value in connection with change in control situations.

 

Base Salary

 

We use base salaries to recognize the experience, skills, knowledge and responsibilities of our employees, including our executive officers. Base salaries for our named executive officers typically are established through arm’s length negotiation at the time the executive is hired, taking into account the position for which the executive is being considered and the executive’s qualifications, prior experience and prior salary. None of our executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. However, on an annual basis, our Compensation Committee reviews and evaluates, with input from our President and Chief Executive Officer, the need for adjustment of the base salaries of our executives based on changes and expected changes in the scope of an executive’s responsibilities, including promotions, the individual contributions made by and performance of the executive during the prior fiscal year, the executive’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the executive’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may also draw upon the experience of members of our Board of Directors with other companies. No formulaic base salary increases are provided to our named executive officers, and we do not target the base salaries of our named executive officers at a specified compensation level within our peer group or other market benchmark. In mid-2018, in connection with the announcement of the review of strategic alternatives and the corporate restructuring and cost savings plan, the Company entered into retention letter agreements with certain of the named executive officers, among others, which in some cases included a salary increase through July 2019. For more information on the retention letter agreements, see “—2018 Compensation

 

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Actions—Retention Letter Agreements.” Please refer to “Executive Compensation and Other Information—Summary Compensation Table” for a listing of the base salaries of each of our named executive officers for 2018.

 

Base salaries for our Continuing NEOs for 2018 were generally at or near the median of the peer group data reviewed by the Compensation Committee for all such named executive officers.

 

Annual Management Incentive Cash Bonuses

 

We designed our 2018 Management Bonus Plan to emphasize pay-for-performance and to reward our named executive officers for the achievement of specified corporate objectives. For each participant, bonus awards are tied to various corporate performance goals. Those goals are based on company-wide financial metrics, including revenue and Adjusted EBITDA. For certain participants, the performance objectives may include specified Company key operating metrics or individual goals. For additional information about the annual performance-based cash bonus program for 2018, see “—2018 Compensation Actions—2018 Management Bonus Plan” below.

 

Long-Term Incentive Compensation

 

Grants of stock-based awards may result in limited rewards if the price of our common stock does not appreciate significantly, but may provide substantial rewards to executives as our stockholders in general benefit from stock price appreciation. Grants of stock-based awards are also intended to align compensation with the price performance of our common stock. Stock-based awards are also a useful vehicle for attracting and retaining executive talent in a competitive market. Our stock-based awards may consist of service-based or performance-based stock options, restricted stock units, restricted stock awards, performance stock units or a combination thereof.

 

Our Compensation Committee develops its stock-based award determinations based on its judgment as to whether the total compensation packages provided to our executive officers, including prior stock-based awards and the level of vested and unvested stock-based awards then held by each participating officer, are sufficient to retain, motivate, and adequately reward the executive officers. In addition, our Compensation Committee considers the potential dilution associated with the stock-based awards and the cost of awards relative to budget and to market capitalization.

 

Long-term incentive compensation grants for named executive officers in 2018 included grants of options, RSUs and PSUs. For additional information about these grants, see “—2018 Compensation Actions—2018 Long-Term Equity Awards: RSU, Stock Option and PSU Awards.”

 

Stock Options

 

We believe that stock options, when granted with exercise prices equal to the fair market value of our common stock on the date of grant, provide an appropriate long-term incentive for our executive officers because they are rewarded only to the extent that, following the grant date of the options, our stock price grows and our stockholders see the value of their investment also grow.

 

Restricted Stock Awards and Restricted Stock Units

 

Restricted stock awards and restricted stock units reflect both increases and decreases in stock prices from the grant-date market prices and thus tie compensation more closely to changes in stockholder value at all levels compared to stock options, whose intrinsic value changes only when the market price of shares is above the exercise price. Restricted stock awards and restricted stock units also have retention value even during periods in which our trading price does not appreciate, which supports continuity in the senior management team. In addition, restricted stock awards and restricted stock units allow our Compensation Committee to deliver equivalent value with use of fewer authorized shares.

 

Performance Stock Units

 

A performance stock unit represents either (1) a unit with a dollar value tied to the level at which pre-established corporate performance objectives based on one or more performance goals are attained or (2) a participating interest in a special bonus pool tied to the attainment of pre-established corporate performance objectives based on one or more performance goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each performance unit which becomes due and payable upon the attained level of

 

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performance will be determined by dividing the amount of the resulting bonus pool (if any) by the total number of performance units issued and outstanding at the completion of the applicable performance period. Performance stock units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable service-vesting requirement may be paid in cash or shares of our common stock valued at fair market value on the payment date, or a combination of shares of common stock and cash, as set forth in the applicable award agreement.

 

Equity Award Mix

 

Our Compensation Committee may in the future adjust the mix of equity award types or approve different awards as part of the overall long-term incentive award. Awards made in connection with a new, extended, or expanded employment relationship may involve a different mix of service-based and performance-based stock options, RSUs, restricted stock awards, performance stock units or other stock-based awards depending on our Compensation Committee’s assessment of the total compensation package being offered.

 

Benefits and other compensation

 

We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. We maintain broad-based benefits that are provided to all employees, including medical insurance, dental insurance, vision insurance, group life insurance, accidental death and dismemberment insurance, long and short term disability insurance, medical and dependent care flexible spending accounts and matching contributions in our 401(k) plan. All of our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. Under our 401(k) plan, we are permitted to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. Our named executive officers may also participate in the FTD Companies, Inc. 2015 Employee Stock Purchase Plan (the “2015 ESPP”), which provides a means for our employees, and the employees of certain of our subsidiaries, to purchase shares of the Company’s common stock. Consistent with our compensation philosophy, we intend to continue to maintain our current benefits for our named executive officers. The Compensation Committee in its discretion may revise, amend or add to the named executive officer’s benefits and perquisites if it deems it advisable.

 

Severance and change in control benefits

 

Pursuant to employment agreements we have entered into with our executive officers, certain of our executive officers are entitled to specified double trigger benefits in the event of the termination of their employment under specified circumstances, including termination following a change in control of FTD. In addition, pursuant to retention letter agreements we have entered into with certain of our executive officers, certain of our executives are entitled to cash awards in the event of certain transaction events (including a change in control) or certain involuntary terminations. Please refer to “Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control” and “—2018 Compensation Actions—Retention Letter Agreements” for a more detailed discussion of these benefits. We have provided estimates of the value of the severance payments and other benefits that would have been made or provided to executive officers under various termination circumstances under the caption “Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control” below.

 

Relevant Prior-Year Compensation Actions

 

Advisory Votes Related to Named Executive Officer Compensation

 

At our annual meeting of stockholders held in June 2016, the compensation of our named executive officers set forth in the proxy statement for that meeting was approved, on an advisory basis, by approximately 84% of the votes cast by our stockholders. At the same meeting, the recommendation of the Board of Directors to hold an advisory vote regarding the compensation of our named executive officers every three years received the support of a majority of the votes cast by our stockholders. Taking into consideration that support, the Board of Directors determined to hold future stockholder advisory votes regarding the compensation of our named executive officers every three years until the next required vote regarding that frequency in 2022. After taking into account the substantial stockholder support of the compensation described in the proxy statement for our 2016 annual meeting, the Compensation Committee did not implement changes to our executive compensation program as a result of the stockholder advisory vote held in 2016.

 

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2018 Compensation Actions

 

Appointment of Steven D. Barnhart and Related Hiring Grant

 

In connection with Mr. Barnhart’s appointment as our Executive Vice President and Chief Financial Officer, he received a grant of (i) 25,000 RSUs, (ii) 40,000 PSUs and (iii) 125,000 options to purchase shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the grant date. The RSU and option grants vest in four equal annual installments beginning January 22, 2019. The PSUs vest on the third anniversary of the date of grant, subject to achievement of certain performance goals. For additional information about the RSUs, PSUs and options, see “—2018 Long-Term Equity Awards: RSU, Stock Option and PSU Awards.”

 

Additionally, his employment agreement provided that to the extent the bonus paid to Mr. Barnhart under the 2018 Management Bonus Plan with respect to the Company’s 2018 fiscal year was less than 50% of his annual earned base salary for the fiscal year (prorated for the period of time employed during such year), the Company was required to make, and did so make, a payment to Mr. Barnhart so that the amount of bonus paid to Mr. Barnhart for the 2018 fiscal year equaled 50% of his prorated base salary for 2018. For additional information about Mr. Barnhart’s employment agreement, see “Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements—Steven D. Barnhart.”

 

Retention Letter Agreements

 

In connection with his appointment as Interim President and Chief Executive Officer and in connection with the announcement of the review of strategic alternatives and the corporate restructuring and cost savings plan, Mr. Levin entered into a retention letter agreement with the Company, under which he was awarded a monthly salary rate increase of $40,000, effective through the first anniversary of July 18, 2018. This monthly salary rate increase was subsequently removed from Mr. Levin’s retention letter agreement and incorporated into Mr. Levin’s base salary under his amended employment agreement upon his appointment as President and Chief Executive Officer in November 2018. Pursuant to Mr. Levin’s retention letter agreement, in the event Mr. Levin remains continuously employed by the Company until the first of the following to occur (if any): (a) first anniversary of the effective date of his appointment to Interim President and Chief Executive Officer, (b) consummation of a Transaction (as defined below) or (c) Mr. Levin’s Involuntary Termination (as defined in Mr. Levin’s retention letter agreement), Mr. Levin will receive a retention bonus of $250,000. In addition, in the event Mr. Levin remains continuously employed by the Company until the consummation of a Transaction, provided that such Transaction meets certain requirements, Mr. Levin will be entitled to receive a transaction cash bonus of $500,000. This cash bonus would also be payable to Mr. Levin in the event he experiences an Involuntary Termination under certain specified circumstances as outlined in his retention letter agreement.

 

In connection with the announcement of the review of strategic alternatives and the corporate restructuring and cost savings plan, on July 18, 2018, the Company entered into the following additional retention letter agreements, among others:

 

1.              Mr. Barnhart: Under Mr. Barnhart’s retention letter agreement, he was awarded a monthly salary rate increase of $10,000, effective through the first anniversary of July 18, 2018. In the event of an Involuntary Termination (as defined in Mr. Barnhart’s retention letter agreement) prior to the first anniversary of July 18, 2018, the Company will pay Mr. Barnhart a lump sum cash payment equal to the amount Mr. Barnhart would have received in connection with such monthly salary increase had he remained continuously employed with the Company through the first anniversary of July 18, 2018. In addition, this monthly salary increase will be disregarded for purposes of calculating any severance payments that are calculated on the basis of base salary and will be disregarded for purposes of calculating Mr. Barnhart’s annual bonus opportunity and annual bonus (if any) for calendar years 2018 and 2019. In the event Mr. Barnhart remains continuously employed by the Company until the first of the following to occur (if any): (a) first anniversary of July 18, 2018, (b) consummation of a Transaction or (c) Mr. Barnhart’s Involuntary Termination, Mr. Barnhart will receive a retention bonus of $200,000. In the event Mr. Barnhart remains continuously employed by the Company until the consummation of a Transaction, provided that such Transaction meets certain requirements, Mr. Barnhart will be entitled to receive a transaction cash bonus of $400,000. This cash bonus would also be payable to Mr. Barnhart in the event he experiences an Involuntary Termination under certain specified circumstances as outlined in his retention letter agreement.

 

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2.              Mr. Hughes: Under Mr. Hughes’ retention letter agreement, in the event Mr. Hughes remains continuously employed by the Company until the first of the following to occur (if any): (a) first anniversary of July 18, 2018, (b) consummation of a Transaction or (c) Mr. Hughes’ Involuntary Termination (as defined in Mr. Hughes’ retention letter agreement), Mr. Hughes will receive a retention bonus of $200,000. In the event Mr. Hughes remains continuously employed by the Company until the consummation of a Transaction, provided that such Transaction meets certain requirements, Mr. Hughes will be entitled to receive a transaction cash bonus of $200,000. This cash bonus would also be payable to Mr. Hughes in the event he experiences an Involuntary Termination under certain specified circumstances as outlined in his retention letter agreement.

 

3.              Mr. Moeller: Under Mr. Moeller’s retention letter agreement, in the event Mr. Moeller remains continuously employed by the Company until the first of the following to occur (if any): (a) first anniversary of July 18, 2018, (b) consummation of a Transaction or (c) Mr. Moeller’s Involuntary Termination (as defined in Mr. Moeller’s retention letter agreement), Mr. Moeller will receive a retention bonus of $200,000. In the event Mr. Moeller remains continuously employed by the Company until the consummation of a Transaction, provided that such Transaction meets certain requirements, Mr. Moeller will be entitled to receive a transaction cash bonus of $200,000. This cash bonus would also be payable to Mr. Moeller in the event he experiences an Involuntary Termination under certain specified circumstances as outlined in his retention letter agreement.

 

4.              Mr. Topper: Under Mr. Topper’s retention letter agreement, he was awarded a monthly salary increase of $10,000, effective through the first anniversary of July 18, 2018. In the event of an Involuntary Termination (as defined in Mr. Topper’s retention letter agreement) prior to the first anniversary of July 18, 2018, the Company will pay Mr. Topper a lump sum cash payment equal to the amount Mr. Topper would have received in connection with such monthly salary increase had he remained continuously employed with the Company through the first anniversary of July 18, 2018. In addition, this monthly salary increase will be disregarded for purposes of calculating any severance payments that are calculated on the basis of base salary and will be disregarded for purposes of calculating Mr. Topper’s annual bonus opportunity and annual bonus (if any) for calendar years 2018 and 2019. In the event Mr. Topper remains continuously employed by the Company until the first of the following to occur (if any): (a) first anniversary of July 18, 2018, (b) consummation of a Transaction or (c) Mr. Topper’s Involuntary Termination (as defined in Mr. Topper’s retention letter agreement), Mr. Topper will receive a retention bonus of $200,000. In the event Mr. Topper remains continuously employed by the Company until the consummation of a Transaction, provided that such Transaction meets certain requirements, Mr. Topper will be entitled to receive a transaction cash bonus of $400,000. This cash bonus would also be payable to Mr. Topper in the event he experiences an Involuntary Termination under certain specified circumstances as outlined in his retention letter agreement.

 

For purposes of the retention letter agreements described above, a “Transaction” means, collectively: (i) a public offering or private placement of debt or equity securities of the Company, provided that the gross proceeds thereof exceed $75,000,000; (ii) the repayment or permanent refinancing of the outstanding debt under the Company’s existing credit agreement; (iii) the occurrence of any Change in Control (as defined in the FTD Companies, Inc. Third Amended and Restated 2013 Incentive Compensation Plan); or (iv) any other transaction that the Board of Directors of the Company may hereafter determine should be treated as a Transaction for purposes of such retention letter agreement.

 

President and Chief Executive Officer Appointment

 

In connection with Mr. Levin’s appointment as President and Chief Executive Officer, Mr. Levin’s employment agreement was amended to adjust his annual base salary to $897,000. Relatedly, the temporary monthly salary rate increase awarded in connection with Mr. Levin’s appointment as Interim President and Chief Executive Officer was removed from his retention letter agreement.

 

2018 Management Bonus Plan

 

On February 26, 2018, our Compensation Committee adopted our 2018 Management Bonus Plan. The 2018 Management Bonus Plan was an annual incentive program which could pay out in cash, stock or a combination of both,

 

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depending on level and performance of each eligible employee. These short-term incentives were designed to reward achievement against specific, pre-set financial goals and operating performance objectives, including in certain cases individual performance goals, measured over the fiscal year for which the award is paid. Under the 2018 Management Bonus Plan, the financial goals upon which the awards were based related to the Company’s consolidated revenue and Adjusted EBITDA (as defined below) (the “2018 consolidated financial targets”). The operating performance criteria was based on achievement of specific corporate objectives relating to Company initiatives as discussed below. Individual goals, where applicable to a named executive officer’s bonus potential, were approved by our CEO.

 

2018 Bonus Potential

 

The 2018 bonus potential for our Continuing NEOs, as well as Messrs. Kumar and Severts (prior to their departure from the Company mid-2018), was based 40% upon the Company’s performance relative to the 2018 consolidated financial targets, 40% upon the Company’s performance relative to the key operating metrics (specifically, customer satisfaction, order volume, customer population, order shipments, florist retention, pilot program implementation and website and mobile enhancements, each with equal weighting), and 20% upon each named executive officer’s respective individual goals, scaling up to a maximum payout of 120% of salary.

 

Mr. Walden, our former President and Chief Executive Officer, had a 2018 bonus potential based 662/3% upon the Company’s performance relative to the 2018 consolidated financial targets and 331/3% upon other performance criteria (specifically holiday performance, supply chain efficiency, the FTD florist network and shareholder engagement, each with specified weighting), scaling up to a maximum payout of 150% of salary.

 

2018 Consolidated Financial Targets

 

For 2018, up to eleven potential levels of goal attainment from threshold to maximum were established for the applicable revenue and Adjusted EBITDA goals. Level six of eleven represents the “target” level earned for achieving the 2018 consolidated financial targets. The amount of the bonus award was based on the actual levels at which the applicable goals were in fact attained. Absent at least threshold attainment of each applicable goal, no bonus award would be earned with respect to that particular performance metric. In addition, if consolidated Adjusted EBITDA for the 2018 fiscal year was more than 10% below target, no payouts could be earned under the 2018 Management Bonus Plan regardless of performance as to any other performance metric. In order to receive their bonuses, participants generally were required to continue in the Company’s employ through December 31, 2018. The 2018 Management Bonus Plan imposed a limit of $2.0 million on the maximum bonus amount payable to any participant for the 2018 fiscal year.

 

For the purposes of the 2018 Management Bonus Plan, we define Adjusted EBITDA as net income/loss before net interest expense, provision for/benefit from income taxes, depreciation, amortization, stock-based compensation, litigation and dispute settlement charges and gains (including, without limitation, damages and settlement costs related to litigation, arbitration, investigations, disputes or similar matters), transaction related costs (including, without limitation, expenses resulting from actual or potential transactions such as business combinations, mergers, acquisitions, and financing transactions, and including compensation expense and expense for advisors and representatives related to such transactions such as investment bankers, consultants, attorneys and accounting firms), restructuring and other exit costs (including, without limitation, severance expenses, facility closure expenses and other restructuring charges) and impairment of goodwill, intangible assets and long-lived assets. Adjusted EBITDA is also calculated before, and expenses for the purposes of calculating Adjusted EBITDA exclude, (1) any bonus amounts which accrue under the 2018 Management Bonus Plan; (2) any adjustments to Adjusted EBITDA attributable to a change in accounting principles that occurred after January 1, 2018 (such that the actual Adjusted EBITDA is calculated consistently with the Adjusted EBITDA target as it relates to accounting principles); (3) all items of gain, loss or expense determined to be extraordinary, unusual or non-recurring (except that Item 10(e) of Regulation S-K under the Securities Act does not constitute a limitation on any such determination); (4) losses, fees, charges or expenses with respect to litigation, investigations or other legal matters; and (5) all items of gain, loss or expense related to the sale or divestiture of a business; provided, however, that in determining the actual level at which the Adjusted EBITDA has been attained, the associated amount under clause (1), clause (3) or clause (4) shall be excluded from the calculation of Adjusted EBITDA only to the extent the actual aggregate amount under clause (1), clause (3) or clause (4) exceeds the aggregate budgeted amount therefor that was included in the Adjusted EBITDA targets set forth in the applicable performance goals.

 

16


 

The following two tables highlight the payout percentages under the 2018 Management Bonus Plan for our Continuing NEOs and Mr. Walden, respectively:

 

 

 

Scott D. Levin/
Steven D. Barnhart/
Rhys J. Hughes
Tom D. Moeller/
Joseph R. Topper, Jr.(1)
Consolidated

 

 

 

Revenue
Payout %

 

Adj. EBITDA
Payout %

 

1

 

10.0

%

10.0

%

2

 

12.0

%

12.0

%

3

 

14.0

%

14.0

%

4

 

16.0

%

16.0

%

5

 

18.0

%

18.0

%

6 (Target)

 

20.0

%

20.0

%

7

 

20.8

%

20.8

%

8

 

21.6

%

21.6

%

9

 

22.4

%

22.4

%

10

 

23.2

%

23.2

%

11

 

24.0

%

24.0

%

 


(1)                                 Messrs. Severts and Kumar were subject to the same payout percentages under the 2018 consolidated financial targets during their employment at the Company.

 

 

 

John C. Walden
Consolidated

 

 

 

Revenue
Payout %

 

Adj. EBITDA
Payout %

 

1

 

25.0

%

25.0

%

2

 

30.0

%

30.0

%

3

 

35.0

%

35.0

%

4

 

40.0

%

40.0

%

5

 

45.0

%

45.0

%

6 (Target)

 

50.0

%

50.0

%

7

 

50.0

%

50.0

%

8

 

50.0

%

50.0

%

9

 

50.0

%

50.0

%

10

 

50.0

%

50.0

%

11

 

50.0

%

50.0

%

 

2018 Results

 

For purposes of the 2018 Management Bonus Plan, the Company achieved consolidated corporate revenue and Adjusted EBITDA for 2018, as determined in accordance with the terms and provisions of the plan, of $1,014 million and $33.4 million, respectively. The results achieved for the revenue portion of the plan were 9.4% below the target established at the start of the year while the results achieved for the Adjusted EBITDA portion of the plan were 45.0% below the corresponding target. Under the 2018 Management Bonus Plan, if consolidated Adjusted EBITDA for the 2018 fiscal year was more than 10% below target, no payouts could be earned under the 2018 Management Bonus Plan regardless of performance as to any other performance metric. After comparing the achieved results to the 2018 consolidated financial targets, the Compensation Committee determined that regardless of the achievement related to both the operating performance metrics and individual goals, the required threshold was not met for the Adjusted EBITDA portion of the 2018 Management Bonus Plan and therefore no payments under the 2018 Management Bonus Plan were warranted for the Continuing NEOs.

 

Pursuant to Mr. Barnhart’s employment agreement, to the extent the bonus paid to Mr. Barnhart under the 2018 Management Bonus Plan with respect to the 2018 fiscal year was less than 50% of Mr. Barnhart’s annual base salary (prorated for the period of time employed during such year), the Company was required to make, and did so make, a

 

17


 

payment to Mr. Barnhart so that the amount of bonus paid to Mr. Barnhart for the 2018 fiscal year equaled 50% of his prorated base salary for 2018.  As such, Mr. Barnhart received a bonus of $232,945 for 2018.

 

Pursuant to their respective employment agreements, upon termination and in lieu of receiving a payment under the 2018 Management Bonus Plan discussed above, Mr. Walden received a cash severance payment of $3,000,000, a sum equal to two times his target bonus for 2018 and Messrs. Kumar and Severts received cash severance payments of $515,000 and $432,600, respectively, sums equal to their target bonuses for 2018.

 

For additional information about the amounts paid to our named executive officers under our 2018 Management Bonus Plan, see “Executive Compensation and Other Information—Summary Compensation Table” below.

 

2018 Long-Term Equity Awards: RSU, Stock Option and PSU Awards

 

In January 2018, and in light of the Company’s multi-year strategic plan announced in January 2018, the Compensation Committee approved a set of awards for our named executive officers in lieu of the annual long-term incentive awards the Company has typically made in the first quarter of the year. These awards consisted of a combination of service-based RSUs; service-based stock options; and PSUs, with performance measured over a three-year period. The Company chose the mix of award types to incentivize the named executive officers to lead the Company during a challenging time and better align the named executive officers’ interests with stockholder interests. The majority of these awards are “at-risk”: stock options require appreciation in the Company’s stock price for an award recipient to realize value, and the PSUs require that challenging performance goals be met in order for the recipient to receive value. PSUs represent the largest component of these awards based on grant date fair value. Grants of long-term equity awards in 2018 were not targeted to a specific percentile relative to our comparative group of peer companies, though Mr. Walden’s 2018 award value, as the Company’s then-President and Chief Executive Officer, was below the median and the 2018 award value for all other named executive officers was generally below or near the median of our compensation peer group.

 

For 2018, target long-term compensation for our named executive officers was allocated as follows:

 

1.              Time-Vested RSUs: 34% in time-vested RSUs that vest in equal installments over a four-year period, subject to the named executive officer’s continued employment through each vesting date;

 

2.              Stock Options (At-Risk Award): 22% in stock options that vest in equal installments over a four-year period and have value only if our stock price increases over the grant price of the options; and

 

3.              PSUs (At-Risk Award): 44% in PSUs that vest after a three-year performance period only if the Company meets pre-determined equally-weighted revenue and Adjusted EBITDA goals. Of the 2018 PSU grant, fifty percent (50%) of the target PSUs (the “AEBITDA PSUs”) shall be earned based on the Company’s achievement relative to a pre-determined Adjusted EBITDA performance goal during the applicable performance period and fifty percent (50%) of the target PSUs (the “Revenue PSUs”) shall be earned based on the Company’s achievement relative to a pre-determined revenue performance goal during the applicable performance period. The PSUs granted in 2018 are subject to a three-year performance period that began on January 1, 2018 and will end on December 31, 2020. For purposes of the AEBITDA PSUs, we use the same definition of Adjusted EBITDA as that used under the 2018 Management Bonus Plan. A percentage of target PSUs (if any) shall vest following the applicable performance period, subject to the participant’s continued service through such date and to the extent that the applicable performance goals are certified by the Compensation Committee, in its sole discretion, as having been achieved during the performance period. The Compensation Committee chose revenue and Adjusted EBITDA as the performance metrics for the 2018 PSU grants in order to align the incentive opportunities of executive officers with the interests of the Company’s stockholders. The Compensation Committee established threshold, target and maximum levels of revenue and Adjusted EBITDA for the PSUs at the beginning of the performance period, which correspond to payouts in shares of Company common stock at a rate of 0% to 200% of target as noted below. At the time the Compensation Committee established the target levels of performance, it believed that achievement of the threshold performance level was attainable, but not certain; that target performance would be difficult to achieve; and that the maximum level of performance was possible, but not likely to be achieved.

 

18


 

Performance Level

 

AEBITDA PSUs Earned as a
Percentage of Target

 

Revenue PSUs Earned as a
Percentage of Target

 

Below Threshold Performance

 

0%

 

0%

 

Threshold Performance

 

0%

 

0%

 

Target Performance

 

100%

 

100%

 

Maximum Performance

 

200%

 

200%

 

 

Total stock options, RSUs and PSUs granted to our named executive officers in 2018 were as follows:

 

Name

 

Stock
Options

 

RSUs

 

PSUs

 

Scott D. Levin(1)

 

51,781

 

777,929

 

36,142

 

John C. Walden(2)

 

100,000

 

187,970

 

187,970

 

Steven D. Barnhart(3)

 

125,000

 

200,000

 

40,000

 

Brian S. Cooper

 

 

 

 

Rhys J. Hughes(1)

 

51,781

 

202,929

 

36,142

 

Tom D. Moeller(1)

 

51,781

 

202,929

 

36,142

 

Joseph R. Topper, Jr.(1)

 

51,781

 

202,929

 

36,142

 

Simha Kumar(2)

 

54,032

 

29,143

 

37,714

 

Jeffrey D. T. Severts(2)

 

54,032

 

29,143

 

37,714

 

 


(1)                                 The stock options and RSUs granted on January 22, 2018 vest in four equal annual installments beginning January 22, 2019. The RSUs granted on November 12, 2018 vest in four equal annual installments beginning January 22, 2020. The stock options expire ten years after the grant date. The PSUs granted on January 22, 2018 will vest, to the extent targets are met, following completion of the three-year performance period to end on December 31, 2020. For additional information about the awards granted on each grant date, including the award amounts and related grant date fair values, see “Executive Compensation and Other Information—Grants of Plan-Based Awards” below.

 

(2)                                 The stock options and RSUs granted on January 22, 2018 were scheduled to vest in four equal annual installments beginning on January 22, 2019. The stock options expire ten years after the grant date. The PSUs granted on January 22, 2018 were scheduled to vest, to the extent targets were met, following completion of the three-year performance period to end on December 31, 2020. For additional information about the awards granted on each grant date, including the award amounts and related grant date fair values, see “Executive Compensation and Other Information—Grants of Plan-Based Awards” below.

 

Messrs. Walden’s, Kumar’s and Severts’ respective outstanding and unvested stock options, RSUs and PSUs were either accelerated or canceled upon termination of their respective employments with the Company. For additional information about the treatment of Messrs. Walden’s, Kumar’s and Severts’ equity awards upon termination of their respective employment with the Company, see footnote 17 to the Summary Compensation Table included in “Executive Compensation and Other Information” below.

 

(3)                                 Awards granted on January 22, 2018 represent a hiring grant to Mr. Barnhart. The stock options and RSUs granted on January 22, 2018 vest in four equal annual installments beginning January 22, 2019. The RSUs granted on November 12, 2018 vest in four equal annual installments beginning January 22, 2020. The stock options expire ten years after the grant date. The PSUs granted on January 22, 2018 will vest, to the extent targets are met, following completion of the three-year performance period to end on December 31, 2020. For additional information about the awards granted on each grant date, including award amounts and related grant date fair values, see “Executive Compensation and Other Information—Grants of Plan-Based Awards” below.

 

Certain 2019 Compensation Actions

 

Additional Employment Agreements

 

Joseph R. Topper, Jr. Mr. Topper is party to an employment agreement with FTD, dated as of January 22, 2019. Under his employment agreement, Mr. Topper is eligible to receive a base salary of $396,550 per year, plus an additional $10,000 per month based on his retention letter agreement, discussed above, and a target bonus of 100% of base salary, subject to certain performance criteria to be established by the Board of Directors. If Mr. Topper’s employment is terminated without cause, or he resigns for good reason, other than in connection with a change in control of the

 

19


 

Company, then he will receive, with certain exceptions, an additional 12 months of vesting credit under his outstanding equity awards, had each applicable award been structured to vest in successive equal monthly installments over the vesting schedule for that award, provided, however, that any PSUs will be subject to the vesting acceleration provisions set forth in the applicable PSU award agreement. The employment agreement also provides that if Mr. Topper’s employment is terminated without cause, or he resigns for good reason, in connection with a change in control or the execution of a definitive agreement for a change in control, then, with certain exceptions, his outstanding equity awards will vest in full (other than any PSUs which will be subject to the vesting acceleration provisions set forth in the applicable PSU award agreement). If Mr. Topper’s employment is terminated without cause, or he resigns for good reason, other than in connection with a change in control of the Company, then he will be entitled to a separation payment equal to the sum of (i) his then-current annual base salary and (ii) a prorated portion of his actual bonus (if any) he would have earned for the fiscal year of termination, based on the level at which the applicable performance goals for such fiscal year were attained. If Mr. Topper’s employment is terminated without cause, or he resigns for good reason, in the same fiscal year as a change in control of the Company, then he will be entitled to a separation payment equal to the sum of (i) his then-current annual base salary and (ii) a prorated portion of his target bonus for that fiscal year, reduced by any actual bonus received for the same fiscal year. Mr. Topper will also be entitled to any earned but unpaid bonus for the fiscal year preceding his termination, as well as be eligible to receive, for a period of 12 months following the date of termination, reimbursement for COBRA health care continuation coverage expenses. If Mr. Topper’s employment is terminated due to his death or disability, then he (or his estate or beneficiaries) will receive, with certain exceptions, an additional 12 months of vesting credit under his outstanding equity awards as if each applicable award had been structured to vest in successive equal monthly installments over the vesting schedule for that award. The employment agreement also required Mr. Topper to enter into customary confidentiality and non-competition agreements.

 

Mr. Topper is party to a retention letter agreement which, among other things, provides for cash awards in the event of certain transaction events (including a change in control) or certain involuntary terminations. Please refer to “—2018 Compensation Actions—Retention Letter Agreements” for a more detailed discussion of these benefits.

 

For a discussion of other employment agreements with the named executive officers, see “Executive Compensation and Other Information—Employment Agreements and Potential Payments Upon Termination or Change in Control—Employment Agreements.”

 

Tax and Accounting Implications

 

Under Section 162(m) of the Code, compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million is not tax deductible. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available.

 

Management and the Compensation Committee have in the past generally considered the impact of Section 162(m) of the Code when establishing incentive compensation plans. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes. Portions of the compensation we paid to certain of the named executive officers in 2018 may not be deductible due to the application of Section 162(m) of the Code and, with the general elimination of the “performance-based” exception and the expansion of the definition of “covered employees” brought about by 2017 tax reform, the Compensation Committee is likely to approve compensation that is not deductible under Section 162(m). In addition, because of the uncertainties associated with the application and interpretation of Section 162(m) and the regulations issued thereunder, there can be no assurance that compensation intended to satisfy the requirements for deductibility under Section 162(m), as in effect prior to 2018, will in fact be deductible.

 

20


 

Compensation Committee Report

 

The Compensation Committee of the Board of Directors of FTD Companies, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment to our Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

Compensation Committee

 

 

 

Robert Berglass (Chairman)
Joseph W. Harch
Robin S. Hickenlooper

 

21


 

EXECUTIVE COMPENSATION AND OTHER INFORMATION

 

Summary Compensation Table

 

The following table provides certain summary information concerning the compensation earned by our named executive officers in 2018 and, for those who were named executive officers during such periods, the fiscal years ended December 31, 2017 and 2016.

 

Name and Principal Position

 

Year

 

Salary
(10)

 

Bonus
(11)

 

Stock
Awards
(12)

 

Stock
Option
Awards
(13)

 

Non-Equity
Incentive Plan
Compensation
(14)

 

All Other
Compensation
(15)(16)(17)

 

Total

 

Scott D. Levin(1)

 

2018

 

$

622,964

 

 

 

$

2,406,072

 

$

142,165

 

 

 

$

28,893

 

$

3,200,094

 

President, Chief Executive Officer, Secretary and Director

 

2017

 

$

395,499

 

$

240,000

 

$

295,440

 

 

 

$

183,511

 

$

29,910

 

$

1,144,360

 

 

2016

 

$

372,191

 

 

 

$

240,100

 

$

321,413

 

$

167,977

 

$

23,344

 

$

1,125,025

 

John C. Walden(2)(3)

 

2018

 

$

651,240

 

 

 

$

2,500,002

 

$

274,550

 

 

 

$

7,542,518

 

$

10,968,310

 

Former President, Chief Executive Officer and Director

 

2017

 

$

819,231

 

 

 

$

2,815,400

 

$

6,454,377

 

$

679,934

 

$

18,515

 

$

10,787,457

 

Steven D. Barnhart(2)(4)

 

2018

 

$

508,885

 

 

 

$

894,250

 

$

343,188

 

$

232,945

 

$

26,944

 

$

2,006,212

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brian S. Cooper(2)(5)

 

2018

 

$

54,000

 

 

 

 

 

 

 

 

 

 

 

$

54,000

 

Former Interim Chief Financial Officer

 

2017

 

$

226,800

 

 

 

 

 

 

 

 

 

 

 

$

226,800

 

Rhys J. Hughes(2)(6)

 

2018

 

$

262,480

 

 

 

$

888,072

 

$

142,165

 

 

 

$

49,668

 

$

1,342,385

 

President, Interflora British Unit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tom D. Moeller(2)

 

2018

 

$

428,025

 

 

 

$

888,072

 

$

142,165

 

 

 

$

28,893

 

$

1,487,155

 

Executive Vice President,

 

2017

 

$

413,458

 

 

 

$

246,200

 

 

 

$

191,845

 

$

29,910

 

$

881,413

 

Florist Division

 

2016

 

$

405,187

 

 

 

$

168,070

 

$

321,413

 

$

322,586

 

$

23,344

 

$

1,240,600

 

Joseph R. Topper, Jr.(2)

 

2018

 

$

445,594

 

 

 

$

888,072

 

$

142,165

 

 

 

$

28,893

 

$

1,504,724

 

Executive Vice President and Chief Digital Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Simha Kumar(2)(7)

 

2018

 

$

324,824

 

 

 

$

444,599

 

$

148,345

 

 

 

$

1,049,730

 

$

1,967,498

 

Former Executive Vice President and Chief Operating Officer

 

2017

 

$

200,000

 

 

 

$

346,250

 

$

880,488

 

$

100,000

 

$

6,006

 

$

1,532,744

 

Jeffrey D. T. Severts(2)(8)(9)

 

2018

 

$

304,365

 

 

 

$

444,599

 

$

148,345

 

 

 

$

873,450

 

$

1,770,759

 

Former Executive Vice President and Chief Marketing Officer

 

2017

 

$

367,840

 

 

 

$

346,250

 

$

880,488

 

$

96,923

 

$

1,564

 

$

1,693,065

 

 


(1)                                     Mr. Levin was appointed President and Chief Executive Officer of the Company on November 2, 2018 after serving as Interim President and Chief Executive Officer since July 18, 2018. Mr. Levin also serves as the Company’s Secretary. Prior to that, Mr. Levin served as the Executive Vice President, General Counsel and Secretary of the Company.

 

(2)                                     Compensation for Messrs. Walden, Cooper, Kumar and Severts is provided only for 2018 and 2017 because they were not named executive officers in 2016. Compensation for Messrs. Barnhart, Hughes and Topper is provided only for 2018 because they were not named executive officers in 2017 or 2016. Although Mr. Moeller was not a named executive officer in 2017, his compensation information is provided for that year because Mr. Moeller was a named executive officer in 2016.

 

(3)                                     Mr. Walden served as President and Chief Executive Officer and as a member of the Board of Directors from March 1, 2017 to July 18, 2018.

 

(4)                                     Mr. Barnhart joined the Company as Executive Vice President and Chief Financial Officer effective January 8, 2018.

 

(5)                                     Represents amounts paid to Tatum under an executive consulting services arrangement pursuant to which Mr. Cooper served as the Company’s Interim Chief Financial Officer until January 8, 2018 and as a consultant to the Company until January 27, 2018. Mr. Cooper did not participate in any Company employee benefit plans or receive any salary, bonus, equity awards or other compensation or benefits directly from the Company in connection with his service as Interim Chief Financial Officer.

 

22


 

(6)                                     Mr. Hughes is the President of Interflora British Unit. Other than stock awards and stock option awards, all amounts shown in the table relating to Mr. Hughes are shown in U.S. Dollars and have been converted from British Pounds based on the currency exchange rate of £1:$1.335, which was the average exchange rate for 2018. The value of the stock awards and stock option awards are in U.S. Dollars as the stock underlying the awards is valued in U.S. Dollars.

 

(7)                                     Effective July 18, 2018, Mr. Kumar was no longer employed by the Company.

 

(8)                                     Includes consulting fees for 2017 of $174,000 for the period from April 2017 through July 5, 2017. Mr. Severts became an employee of FTD on July 10, 2017.

 

(9)                                     Effective August 30, 2018, Mr. Severts was no longer employed by the Company.

 

(10)                                The salaries reflected in the Summary Compensation Table may be subject to future increase at the discretion of the Board of Directors. The base salary level, once increased, becomes the new minimum base salary. The amount reported as base salary in the Summary Compensation Table also includes the portion deferred under our 401(k) plan, a tax qualified deferred compensation plan. For those named executive officers who were terminated during 2018, base salary figures represent the amount paid through the respective termination date. For those named executive officers whose retention letter agreements provided for a monthly increase, this base salary was adjusted to reflect such increase. See “Compensation Discussion and Analysis—2018 Compensation Actions—Retention Letter Agreements” for further details.

 

(11)                                Represents cash bonus awards made to our named executive officers. The amount for 2017 includes $240,000 paid to Mr. Levin as a member of the Office of the CEO.

 

(12)                                Amounts reflect the aggregate grant date fair value of the stock awards (RSUs and PSUs for 2018 and RSUs for 2017 and 2016) made in the applicable fiscal year. The grant date fair values are, in each instance, calculated in accordance with ASC 718 and do not take into account estimated forfeitures relating to service based vesting requirements. For information regarding the assumptions underlying the ASC 718 valuation of these equity awards, see Note 10 to our audited consolidated financial statements for the fiscal year ended December 31, 2018 included in our Annual Report on Form 10-K for that period.

 

The amounts included for 2018 include PSUs granted on January 22, 2018 that will vest, to the extent equally-weighted revenue and Adjusted EBITDA goals are met, following completion of a three-year performance period to end on December 31, 2020. PSUs that vest will be paid out in shares of FTD common stock in early 2021.

 

If a relevant threshold performance measure is not met, the related PSU award is not earned. For PSU grants made in 2018, awards range from 0% to 200% of the target number of shares for performance between threshold and maximum. The amounts for 2018 in the Summary Compensation Table above that represent PSUs reflect the value of the PSU grants at target. The table below provides the potential value of the 2018 PSU grants assuming threshold, target and maximum levels of performance achieved.

 

 

 

2018-2020 PSUs
Granted 1/22/2018

 

Name

 

Value at Threshold
Level (0%)

 

Value at Target
(100%) (Reported
in “Stock Awards
Column” Above)

 

Value at Maximum
(200%)

 

Scott D. Levin

 

 

$

240,344

 

$

480,688

 

John C. Walden*

 

 

$

1,250,001

 

$

2,500,002

 

Steven D. Barnhart

 

 

$

266,000

 

$

532,000

 

Rhys J. Hughes

 

 

$

240,344

 

$

480,688

 

Tom D. Moeller

 

 

$

240,344

 

$

480,688

 

Joseph R. Topper, Jr.

 

 

$

240,344

 

$

480,688

 

Simha Kumar*

 

 

$

250,798

 

$

501,596

 

Jeffrey D. T. Severts*

 

 

$

250,798

 

$

501,596

 

 


* Messrs. Walden’s, Kumar’s and Severts’ 2018 PSU awards were canceled upon their departure from the Company.

 

The material terms of RSUs and PSUs granted in 2018 are described in the “Outstanding Equity Awards at Fiscal Year-End” and “Grants of Plan-Based Awards” tables included below. For additional information regarding the treatment of Messrs. Walden’s Kumar’s and Severts’ RSUs and PSUs upon termination of their respective employment with the Company, see Note 17 below.

 

(13)                                Amounts reflect the aggregate grant date fair value of the stock option awards made in the applicable fiscal year. The grant date fair values are, in each instance, calculated in accordance with ASC 718 and do not take into account estimated forfeitures relating to service based vesting requirements. For information regarding the assumptions underlying the ASC 718

 

23


 

valuation of these equity awards, see Note 10 to our audited consolidated financial statements for the fiscal year ended December 31, 2018 included in our Annual Report on Form 10-K for that period. For additional information regarding the treatment of Messrs. Walden’s Kumar’s and Severts’ options upon termination of their respective employment with the Company, see Note 17 below.

 

(14)                                Represents performance-based cash bonuses paid pursuant to the FTD Companies, Inc. 2018 Management Bonus Plan, 2017 Management Bonus Plan or 2016 Management Bonus Plan, as applicable. The amount for 2018 includes $232,945 paid to Mr. Barnhart pursuant to his employment agreement.

 

(15)                                Includes a matching contribution we made to the 401(k) plan on behalf of each participating named executive officer. In 2018, 2017 and 2016, matching contributions for participating named executive officers were limited to the lesser of (1) 50% of the participating officer’s contribution, and (2) 50% of the first 6% of the participating officer’s eligible compensation, as determined under such plan.

 

See Note 17 below for the dollar amounts of the matching 401(k) plan included in the “All Other Compensation” column of the Summary Compensation Table.

 

(16)                                The RSUs and PSUs held by our named executive officers generally contain dividend equivalent rights. Pursuant to those rights, as dividends or other distributions are declared and paid on our outstanding shares of common stock, a special book account for such named executive officer will be established and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the shares of common stock underlying those units had such shares been issued and outstanding at the time that dividend or distribution was made to our stockholders. As and to the extent such RSUs and PSUs subsequently vest, the phantom dividend equivalents so credited to such RSUs and PSUs in the book account will also vest, and the vested dividend equivalents will be distributed to the named executive officer in the same form as the actual dividend or distribution was paid to stockholders concurrently with the payment of the vested RSUs or PSUs to which those phantom dividend equivalents relate, subject to applicable withholding taxes. The Company does not currently pay dividends on its common stock.

 

(17)                                The table below sets forth the various items included in the “All Other Compensation” column of the Summary Compensation Table for our Continuing NEOs for each of the preceding three fiscal years in which they were named executive officers:

 

Name

 

Year

 

401(k)
Matching
Contribution

 

Health
Benefits

 

Company
Vehicle

 

Pension
Benefits

 

Total

 

Scott D. Levin

 

2018

 

$

8,250

 

$

20,643

 

 

 

 

 

$

28,893

 

 

 

2017

 

$

8,100

 

$

21,810

 

 

 

 

 

$

29,910

 

 

 

2016

 

$

7,950

 

$

15,394

 

 

 

 

 

$

23,344

 

Steven D. Barnhart

 

2018

 

$

8,250

 

$

18,694

 

 

 

 

 

$

26,944

 

Rhys J. Hughes

 

2018

 

 

 

$

3,372

 

$

26,090

 

$

20,206

 

$

49,668

 

Tom D. Moeller

 

2018

 

$

8,250

 

$

20,643

 

 

 

 

 

$

28,893

 

 

 

2017

 

$

8,100

 

$

21,810

 

 

 

 

 

$

29,910

 

 

 

2016

 

$

7,950

 

$

15,394

 

 

 

 

 

$

23,344

 

Joseph R. Topper, Jr.

 

2018

 

$

8,250

 

$

20,643

 

 

 

 

 

$

28,893

 

 

The table below sets forth the various items included in the “All Other Compensation” column of the Summary Compensation Table for the 2018 and 2017 fiscal years for Messrs. Walden, Kumar and Severts:

 

Name

 

Year

 

401(k)
Matching
Contribution

 

Health
Benefits

 

Cash
Severance(a)

 

Total

 

John C. Walden

 

2018

 

$

8,250

 

$

34,268

 

$

7,500,000

 

$

7,542,518

 

 

 

2017

 

$

2,146

 

$

16,369

 

 

 

$

18,515

 

Simha Kumar

 

2018

 

$

7,692

 

$

12,038

 

$

1,030,000

 

$

1,049,730

 

 

 

2017

 

$

6,000

 

$

6

 

 

 

$

6,006

 

Jeffrey D. T. Severts

 

2018

 

$

8,250

 

 

 

$

865,200

 

$

873,450

 

 

 

2017

 

$

808

 

$

756

 

 

 

$

1,564

 

 


(a)                                      Amounts reflect the cash severance paid to Messrs. Walden, Kumar and Severts upon their respective separations from the Company in 2018. In connection with his separation from the Company and pursuant to his employment agreement, Mr. Walden received a lump sum cash payment equal to (1) two times the sum of his then-current base salary plus his target bonus for the 2018 fiscal year, plus (2) two cash severance payments each equaling $1.25 million as a result of Mr. Walden’s 2019-2020 Service-Based RSU Grants (as defined herein) not being made. In connection with his separation from the Company and pursuant to his employment agreement, Mr. Kumar received a lump sum cash payment equal to his then-current base salary plus his target bonus for the 2018 fiscal year. In

 

24


 

connection with his separation from the Company and pursuant to his employment agreement, Mr. Severts received a lump sum cash payment equal to his then-current base salary plus his target bonus for the 2018 fiscal year.

 

In addition to the cash severance outlined above, pursuant to the terms of their respective employment agreements and equity award agreements, Messrs. Walden’s, Kumar’s and Severts’ respective outstanding and unvested stock options, RSUs and PSUs were either accelerated or canceled upon termination of their respective employments with the Company as follows:

 

Mr. Walden: Stock Options: The vesting of 50,000 stock options granted on January 22, 2018 and 479,167 stock options granted on March 17, 2017 was accelerated to July 27, 2018. As the exercise price exceeded the then-current stock price, the options were not exercised within the required three-month period following termination prior to their cancellation. RSUs: The vesting of 187,970 RSUs granted on January 22, 2018 and 67,083 RSUs granted on March 17, 2017 was accelerated to July 27, 2018.  In compliance with Internal Revenue Code Section 409A, the shares underlying the accelerated RSUs were not distributed to Mr. Walden until February 1, 2019 at which time the shares had a value of $573,869. In connection with this delayed distribution, the taxes on such vesting were similarly delayed until February 1, 2019 upon which the Company retained 112,989 shares for the payment of such taxes. PSUs: All outstanding PSUs were canceled upon termination.

 

Mr. Kumar: Stock Options: The vesting of 20,262 stock options granted on January 22, 2018 and 100,000 stock options granted on August 11, 2017 was accelerated to July 27, 2018. As the exercise price exceeded the then-current stock price, the options were not exercised within the required three-month period following termination prior to their cancellation. RSUs: The vesting of 10,929 RSUs granted on January 22, 2018 and 12,500 RSUs granted on August 11, 2017 was accelerated to July 27, 2018, with an aggregate realized value upon vesting of $79,190. In connection with this distribution, the Company retained 6,866 shares for the payment of taxes on the award. PSUs: All outstanding PSUs were canceled upon termination.

 

Mr. Severts: Stock Options: The vesting of 21,388 stock options granted on January 22, 2018 and 58,334 stock options granted on August 11, 2017 was accelerated to September 7, 2018. As the exercise price exceeded the then-current stock price, the options were not exercised within the required three-month period following termination prior to their cancellation. RSUs: The vesting of 11,536 RSUs granted on January 22, 2018 and 7,292 RSUs granted on August 11, 2017 was accelerated to September 7, 2018, with an aggregate realized value upon vesting of $68,722. In connection with this distribution, the Company retained 5,518 shares for the payment of taxes on the award. PSUs: All outstanding PSUs were canceled upon termination.

 

25


 

Outstanding Equity Awards at Fiscal Year End

 

The following table provides certain summary information concerning outstanding FTD equity awards held by the named executive officers as of December 31, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option Awards

 

Stock Awards

 

Name

 

Grant
Date

 

Number of
Securities
Underlying
Unexercised
Options
Exercisable

 

Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)

 

Option
Exercise
Price

 

Option
Expiration
Date

 

Grant
Date

 

Number of
Shares of
Units of
Stock That
Have Not
Vested(1)

 

Market
Value of
Shares or
Units That
Have Not
Vested(2)

 

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units, or
Other
Rights
That
Have
Not
Vested(3)

 

Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units,
or Other
Rights
That
Have Not
Vested(3)

 

Scott D. Levin

 

3/11/2014

 

7,000

 

 

$

31.40

 

3/10/2024

 

3/9/2015

 

2,500

(7)

$

3,700

 

 

 

 

 

 

8/10/2015

 

112,500

 

37,500

(5)

$

29.97

 

1/1/2021

 

3/7/2016

 

5,000

(8)

$

7,400

 

 

 

 

 

 

11/10/2016

 

50,000

 

25,000

(5)

$

20.90

 

1/1/2021

 

1/3/2017

 

9,000

(9)

$

13,320

 

 

 

 

 

 

1/22/2018

 

 

51,781

(6)

$

6.65

 

1/22/2028

 

1/22/2018

 

27,929

(10)

$

41,335

 

36,142

 

$

53,490

 

 

 

 

 

 

 

 

 

 

 

 

 

11/12/2018

 

750,000

(11)

$

1,110,000

 

 

 

 

John C. Walden(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven D. Barnhart

 

1/22/2018

 

 

125,000

(6)

$

6.65

 

1/22/2028

 

1/22/2018

 

25,000

(10)

$

37,000

 

40,000

 

$

59,200

 

 

 

 

 

 

 

 

 

 

 

 

 

11/12/2018

 

175,000

(11)

$

259,000

 

 

 

 

Brian S. Cooper

 

 

 

 

 

 

 

 

 

 

 

 

 

Rhys J. Hughes

 

3/11/2014

 

9,000

 

 

$

31.40

 

3/10/2024

 

3/9/2015

 

2,250

(7)

$

3,330

 

 

 

 

 

 

8/10/2015

 

112,500

 

37,500

(5)

$

29.97

 

1/1/2021

 

3/7/2016

 

5,000

(8)

$

7,400

 

 

 

 

 

 

11/10/2016

 

50,000

 

25,000

(5)

$

20.90

 

1/1/2021

 

8/15/2016

 

500

(12)

$

740

 

 

 

 

 

 

1/22/2018

 

 

51,781

(6)

$

6.65

 

1/22/2028

 

1/3/2017

 

7,500

(9)

$

11,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1/22/2018

 

27,929

(10)

$

41,335

 

36,142

 

$

53,490

 

 

 

 

 

 

 

 

 

 

 

 

 

11/12/2018

 

175,000

(11)

$

259,000

 

 

 

 

Tom D. Moeller

 

3/11/2014

 

7,000

 

 

$

31.40

 

3/10/2024

 

3/9/2015

 

1,750

(7)

$

2,590

 

 

 

 

 

 

8/10/2015

 

112,500

 

37,500

(5)

$

29.97

 

1/1/2021

 

3/7/2016

 

3,500

(8)

$

5,180

 

 

 

 

 

 

11/10/2016

 

50,000

 

25,000

(5)

$

20.90

 

1/1/2021

 

1/3/2017

 

7,500

(9)

$

11,100

 

 

 

 

 

 

1/22/2018

 

 

51,781

(6)

$

6.65

 

1/22/2028

 

1/22/2018

 

27,929

(10)

$

41,335

 

36,142

 

$

53,490

 

 

 

 

 

 

 

 

 

 

 

 

 

11/12/2018

 

175,000

(11)

$

259,000

 

 

 

 

Joseph R. Topper, Jr.

 

11/10/2016

 

66,667

 

33,333

(5)

$

20.90

 

1/1/2021

 

11/15/2016

 

4,000

(13)

$

5,920

 

 

 

 

 

 

1/22/2018

 

 

51,781

(6)

$

6.65

 

1/22/2028

 

1/3/2017

 

6,000

(9)

$

8,880

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1/22/2018

 

27,929

(10)

$

41,335

 

36,142

 

$

53,490

 

 

 

 

 

 

 

 

 

 

 

 

 

11/12/2018

 

175,000

(11)

$

259,000

 

 

 

 

Simha Kumar

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey D. T. Severts

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)                                     Each such unvested stock option or unvested RSU award will vest, in whole or in part, on an accelerated basis upon the occurrence of certain events, as described elsewhere herein.

 

(2)                                     The valuations are based on the $1.48 closing price per share of FTD common stock on December 31, 2018.

 

(3)                                     Represents PSUs that vest based on the achievement of predetermined equally-weighted revenue and Adjusted EBITDA goals at the end of a three-year performance period ending on December 31, 2020. PSUs that vest will be paid out in shares of FTD common stock in early 2021. At December 31, 2018, the Company did not expect the PSUs to vest. The valuations are based on the $1.48 closing price per share of FTD common stock on December 31, 2018.

 

(4)                                     In connection with his separation from the Company and pursuant to his employment agreement, Mr. Walden had 255,053 RSUs that were accelerated and vested on July 27, 2018; the shares underlying the accelerated RSUs were not distributed to Mr. Walden until February 1, 2019 in compliance with Internal Revenue Code Section 409A.

 

(5)                                     The remaining stock options vested on January 1, 2019.

 

(6)                                     Subject to the named executive officer’s continued employment through each vesting date, the remaining stock options will vest in a series of four successive equal annual installments beginning January 22, 2019.

 

(7)                                     The remaining RSUs vested on February 15, 2019.

 

26


 

(8)                                     Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of two successive equal annual installments beginning February 15, 2019.

 

(9)                                     Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of three successive equal annual installments beginning January 3, 2019.

 

(10)                                Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of four successive equal annual installments beginning January 22, 2019.

 

(11)                                Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of four successive equal annual installments beginning January 22, 2020.

 

(12)                                Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of two successive equal annual installments beginning August 15, 2019.

 

(13)                                Subject to the named executive officer’s continued employment through each vesting date, the remaining RSUs will vest in a series of two successive equal annual installments beginning November 15, 2019.

 

27


 

Grants of Plan-Based Awards

 

 

 

 

 

 

 

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)

 

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)

 

All Other
Stock
Awards:
Number
of
Shares of
Stock or

 

All Other
Option
Awards:
Number of
Securities
Underlying

 

Exercise
or
Base
Price
of Option
Awards

 

Grant
Date
Fair
Value of
Stock
and
Option

 

Name

 

Award Type

 

Grant Date

 

Threshold ($)

 

Target ($)

 

Maximum ($)

 

Threshold (#)

 

Target (#)

 

Maximum (#)

 

Units(3)

 

Options(4)

 

($/sh)

 

Awards

 

Scott D. Levin

 

2018 MBP

 

 

$

62,296

 

$

622,964

 

$

747,557

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

27,929

 

 

 

$

185,728

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

51,781

 

$

6.65

 

$

142,165

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

36,142

 

72,284

 

 

 

 

$

240,344

 

 

 

RSU

 

11/12/2018

 

 

 

 

 

 

 

750,000

 

 

 

$

1,980,000

 

John C. Walden(5)

 

2018 MBP

 

 

$

150,000

 

$

1,500,000

 

$

1,500,000

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

187,970

 

 

 

$

1,250,001

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

100,000

 

$

6.65

 

$

274,550

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

187,970

 

375,940

 

 

 

 

$

1,250,001

 

Steven D. Barnhart

 

2018 MBP

 

 

$

232,945

 

$

475,000

 

$

570,000

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

25,000

 

 

 

$

166,250

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

125,000

 

$

6.65

 

$

343,188

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

40,000

 

80,000

 

 

 

 

$

266,000

 

 

 

RSU

 

11/12/2018

 

 

 

 

 

 

 

175,000

 

 

 

$

462,000

 

Brian S. Cooper

 

 

 

 

 

 

 

 

 

 

 

 

 

Rhys J. Hughes

 

2018 MBP

 

 

$

26,245

 

$

262,453

 

$

314,944

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

27,929

 

 

 

$

185,728

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

51,781

 

$

6.65

 

$

142,165

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

36,142

 

72,284

 

 

 

 

$

240,344

 

 

 

RSU

 

11/12/2018

 

 

 

 

 

 

 

175,000

 

 

 

$

462,000

 

Tom D. Moeller

 

2018 MBP

 

 

$

42,803

 

$

428,025

 

$

513,630

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

27,929

 

 

 

$

185,728

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

51,781

 

$

6.65

 

$

142,165

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

36,142

 

72,284

 

 

 

 

$

240,344

 

 

 

RSU

 

11/12/2018

 

 

 

 

 

 

 

175,000

 

 

 

$

462,000

 

Joseph R. Topper, Jr.

 

2018 MBP

 

 

$

39,655

 

$

396,550

 

$

475,860

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

27,929

 

 

 

$

185,728

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

51,781

 

$

6.65

 

$

142,165

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

36,142

 

72,284

 

 

 

 

$

240,344

 

 

 

RSU

 

11/12/2018

 

 

 

 

 

 

 

175,000

 

 

 

$

462,000

 

Simha Kumar(5)

 

2018 MBP

 

 

$

51,500

 

$

515,000

 

$

618,000

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

29,143

 

 

 

$

193,801

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

54,032

 

$

6.65

 

$

148,345

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

37,714

 

75,428

 

 

 

 

$

250,798

 

Jeffrey D. T. Severts(5)

 

2018 MBP

 

 

$

43,260

 

$

432,600

 

$

519,120

 

 

 

 

 

 

 

 

 

 

RSU

 

1/22/2018

 

 

 

 

 

 

 

29,143

 

 

 

$

193,801

 

 

 

Stock Option

 

1/22/2018

 

 

 

 

 

 

 

 

54,032

 

$

6.65

 

$

148,345

 

 

 

PSU

 

1/22/2018

 

 

 

 

 

37,714

 

75,428

 

 

 

 

$

250,798

 

 


(1)                         Amounts in this column represent annual incentive targets under the 2018 Management Bonus Plan paid, if earned, in 2019. Payouts could range from 0% to 120% of target for all named executive officers, except for Mr. Walden whose payout could have ranged from 0% to 150% of target. Actual payouts, if any, under the 2018 Management Bonus Plan are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Pursuant to Mr. Barnhart’s employment agreement, to the extent the bonus paid to Mr. Barnhart under the 2018 Management Bonus Plan with respect to the 2018 fiscal year was less than 50% of Mr. Barnhart’s annual base salary (prorated for the period of time employed during such year), Mr. Barnhart was entitled to a bonus equal to 50% of his prorated base salary for 2018. Therefore, the threshold amount for Mr. Barnhart is equal to 50% of his pro-rated base salary for 2018.

 

(2)                         Amounts in this column represent PSUs awarded for the 2018-2020 performance measurement period. The Compensation Committee will determine the performance of the Company against predetermined equally-weighted revenue and Adjusted EBITDA goals to determine vesting of the PSU awards, if any, in 2021. The number of PSUs that will ultimately vest can range from 0% to 200% of the PSUs awarded. Because payment will be made in shares of FTD common stock, the actual value of the earned awards is based on the price of FTD common stock at the time of vesting. The grant date fair values were determined in accordance with FASB ASC Topic 718.

 

28


 

(3)                         The amounts shown for RSUs represent the number of RSUs awarded in 2018 and the grant date fair values were determined in accordance with FASB ASC Topic 718. RSUs vest ratably over a period of four years.

 

(4)                         The amounts shown for stock options represent the number of nonqualified stock options granted in 2018. The option exercise prices and the grant date fair values were determined in accordance with FASB ASC Topic 718. The stock options vest in four successive equal annual installments, subject to the named executive officer’s continued employment with us through each vesting date over a period of four years.

 

(5)                         Messrs. Walden, Kumar and Severts departed the Company during 2018. For a discussion of their severance benefits, see “—Summary Compensation Table” above.

 

Option Exercises and Stock Vested

 

 

 

Stock Awards

 

Name

 

Number of Shares
Acquired on
Vesting(#)(1)

 

Value
Realized on
Vesting($)(2)

 

Scott D. Levin

 

8,875

 

$

58,221

 

John C. Walden

 

290,053

 

$

1,067,179

(3)

Steven D. Barnhart

 

 

 

Brian S. Cooper

 

 

 

Rhys J. Hughes

 

9,750

 

$

62,268

 

Tom D. Moeller

 

7,750

 

$

50,668

 

Joseph R. Topper, Jr.

 

4,000

 

$

20,080

 

Simha Kumar

 

23,429

 

$

79,190

(4)

Jeffrey D. T. Severts

 

25,078

 

$

97,097

(5)

 


(1)                                 Includes the following number of shares retained by FTD for the payment of applicable taxes: Mr. Levin, 3,161; Mr. Hughes, 4,584; Mr. Moeller, 2,758; Mr. Topper, 1,338; Mr. Kumar, 6,866; and Mr. Severts, 7,350. For Mr. Walden, this figure includes 10,273 shares retained by FTD for the payment of applicable taxes on the vesting of the 35,000 RSUs that vested on March 1, 2018.  See Note 3 below for a discussion of the tax implications related to the vesting of Mr. Walden’s 255,053 RSUs on July 27, 2018.

 

(2)                                 The aggregate dollar value realized on vesting of the stock awards was calculated by multiplying the closing price of Common Stock on the vesting date by the number of vested shares. The named executive officers may keep the shares acquired upon vesting or sell them at different prices; therefore, these amounts do not necessarily reflect cash value received by the named executive officers.

 

(3)                                 Mr. Walden had 35,000 RSUs vest on March 1, 2018 with a realized value of $205,100. In connection with his separation from the Company and pursuant to his employment agreement, Mr. Walden had 255,053 RSUs that were accelerated and vested on July 27, 2018 with a value of $862,079.  In compliance with Internal Revenue Code Section 409A, the shares underlying the accelerated RSUs were not distributed to Mr. Walden until February 1, 2019 at which time the shares had a value of $573,869. In connection with this delayed distribution, the taxes on such vesting were similarly delayed until February 1, 2019 upon which the Company retained 112,989 shares for the payment of such taxes.

 

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