def14a
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
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FILED BY THE REGISTRANT
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FILED BY A PARTY OTHER THAN THE REGISTRANT
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Check the appropriate box:
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o Preliminary
Proxy Statement
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þ Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Psychemedics Corporation
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which
transaction applies:
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Aggregate number of securities to which
transaction applies:
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4) |
Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Psychemedics |
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C O R P O R A T I O N
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BOSTONLOS ANGELESCHICAGO
DALLASATLANTA |
April 3, 2007
Dear Stockholders:
We cordially invite you to attend the Annual Meeting of Stockholders, which will be held at
the Seaport Hotel, 200 Seaport Boulevard, Boston, MA 02210 on May 10, 2007, at 3:00 P.M.
The notice of the Annual Meeting and the proxy statement on the following pages cover the
formal business of the meeting. At the Annual Meeting, stockholders will elect directors for the
forthcoming year. I will report on current operations and discuss our plans for growth. We will
also have plenty of time for your questions and comments.
I believe that the Annual Meeting provides an excellent opportunity for stockholders to become
better acquainted with the Company and its directors and officers. I hope that you will be able to
attend.
Sincerely,
Raymond C. Kubacki, Jr.
Chairman, Chief Executive Officer,
and President
TABLE OF CONTENTS
PSYCHEMEDICS CORPORATION
125 Nagog Park
Acton, Massachusetts 01720
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 3, 2007
The Annual Meeting of Stockholders will be held on May 10, 2007 at 3:00 P.M at the Seaport
Hotel, 200 Seaport Boulevard, Boston, MA 02210, for the following purposes:
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To elect directors of the Company for the ensuing year and until their
respective successors are chosen and qualified; and |
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To consider and act upon matters incidental to the foregoing and to transact
such other business as may properly come before the Annual Meeting. |
The Board of Directors has fixed the close of business on March 12, 2007 as the record date
for the determination of stockholders entitled to receive notice of, and to vote at, the Annual
Meeting of Stockholders.
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By order of the Board of Directors,
Edward S. Brewer, Jr.,
Secretary
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The Companys Annual Report for 2006 containing a copy of the Companys Form 10-K (excluding
exhibits) for the year ended December 31, 2006 is enclosed herewith.
Please fill in, date, sign and mail promptly the accompanying proxy in the return
envelope furnished for that purpose, whether or not you plan to attend the Annual Meeting.
PSYCHEMEDICS CORPORATION
125 Nagog Park
Acton, Massachusetts 01720
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2007
This statement is furnished to the stockholders of PSYCHEMEDICS CORPORATION (hereinafter, the
Company) in connection with managements solicitation of proxies to be used at the Annual Meeting
of Stockholders on May 10, 2007 and at any adjournment of that meeting. The approximate date on
which this proxy statement and accompanying proxy are being sent to stockholders of the Company is
April 3, 2007. Each proxy delivered pursuant to this solicitation is revocable at the option of
the person executing the same by written notice delivered to the Secretary of the Company at any
time before the proxy is voted. A stockholder who attends the Annual Meeting in person may revoke
his or her proxy at that time and vote his or her shares if such stockholder so desires.
Most stockholders of the Company hold their shares through a stockbroker, bank, trustee or
other nominee rather than directly in their own name. As summarized below, there are some
distinctions between shares held of record and those owned beneficially.
Stockholders of Record. If your shares are registered directly in your name with the
Companys transfer agent, ComputerShare, you are considered the stockholder of record of
those shares and these proxy materials are being sent directly to you by the Company. As
the stockholder of record, you have the right to grant your voting proxy directly to the
Company or to vote in person at the Annual Meeting.
Beneficial Owner. If your shares are held in a stock brokerage account, by a bank, trustee
or other nominee, you are considered the beneficial owner of shares held in street name and
these proxy materials are being forwarded to you by your broker, trustee or nominee who is
considered the stockholder of record of those shares. As the beneficial owner, you have the
right to direct your broker, trustee or nominee on how to vote and are also invited to
attend the Annual Meeting. However, since you are not the stockholder of record, you may not
vote these shares in person at the Annual Meeting. Your broker, trustee or nominee is
obligated to provide you with a voting instruction card for you to use.
The presence in person or by proxy of stockholders entitled to cast a majority of the
outstanding shares, or 2,592,549 shares, shall constitute a quorum. With respect to the election
of Directors, the Company will treat votes withheld as shares that are present for purposes of
determining a quorum. A plurality is required to elect Directors, so the four persons receiving
the greatest number of votes will be elected. Withheld votes will not affect the outcome of the
election. If a broker indicates on a proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will be considered as present for
quorum purposes but not as shares entitled to vote with respect to that matter. Accordingly,
broker non-votes will have no effect on such a matter.
All shares represented by a properly executed proxy will be voted unless it is revoked and, if
a choice is specified, will be voted in accordance with such specification. If no choice is
specified, the proxies will be voted FOR the election of the four nominees named under Election of
Directors, unless authority to do so is withheld with respect to one or more of the nominees. In
addition, the proxy will be voted in the discretion of the proxy holders with respect to such other
business as may properly come before the Annual Meeting.
As of March 12, 2007, the Company had outstanding 5,185,097 shares of Common Stock. The
Common Stock is the only type of security entitled to vote at the Annual Meeting. Each share of
Common Stock entitles the holder of record thereof at the close of business on March 12, 2007 to
one vote on each of the matters to be voted upon at the Annual Meeting.
ELECTION OF DIRECTORS
At the Annual Meeting, directors are to be elected to hold office for the ensuing year and
until their respective successors are chosen and qualified. The Board of Directors has fixed the
size of the Board at four and has nominated four persons, all of whom are now directors of the
Company, to serve until the next Annual Meeting of Stockholders and until their successors are
elected and qualified. If the enclosed proxy is duly executed and received in time for the Annual
Meeting, and unless authority to do so is withheld, it will be voted to elect as directors the
following nominees: Raymond C. Kubacki, Jr., Harry F. Connick, Walter S. Tomenson and Fred J.
Weinert. In the event that any of the nominees becomes unavailable, then the proxy holders shall
have the right: (i) to vote for such substitute, if any, as the present Board of Directors may
designate; or (ii) to leave a vacancy on the Board.
BUSINESS EXPERIENCE OF NOMINEES AND
EXECUTIVE OFFICERS
Following is a list of names, ages and positions with the Company of all nominees for election
as directors and all executive officers of the Company.
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Raymond C. Kubacki, Jr.
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Chairman of the Board, |
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Chief Executive Officer, |
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President, Director and Nominee |
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Harry F. Connick
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Director and Nominee, Member of
Audit, Nominating and
Compensation Committees |
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Walter S. Tomenson
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60 |
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Director and Nominee, Member of Audit, Nominating and Compensation Committees |
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Fred J. Weinert
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Director and Nominee, Member of Audit, Nominating and Compensation Committees |
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William R. Thistle
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Senior Vice President, General Counsel |
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Michael I. Schaffer, Ph.D.
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Vice President, |
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Laboratory Operations |
All directors hold office until the next Annual Meeting of Stockholders or until their
successors are elected. Officers serve at the discretion of the Board of Directors.
Mr. Kubacki has been the Companys President and Chief Executive Officer and has served as a
director of the Company since 1991. He has also served as Chairman of the Board since 2003. He is
a
2
Director of Integrated Alarm Services Group Inc. He is also a trustee of the Center for
Excellence in Education based in Washington, DC.
Mr. Connick served as District Attorney for Orleans Parish (New Orleans, LA) from 1974 to
2003. In 2002, Mr. Connick received from Drug Czar John P. Walters the Directors Award for
Distinguished Service in recognition of exemplary accomplishment and distinguished service in the
fight against illegal drugs. Mr. Connick has been a director of the Company since 2003.
Mr. Tomenson is a Senior Advisor to Integro Ltd. From 1998 until 2004 he served as Managing
Director and Chairman of Client Development of Marsh, Inc. From January 1, 2005 until March 31,
2005 he served as a consultant to Marsh, Inc. From 1993 to 1998, he was Chairman of FINPRO, the
financial services division of Marsh, Inc. He is a director of the Trinity College School Fund,
Inc. He also serves on the Executive Council of the Inner-City Scholarship Fund. Mr. Tomenson has
been a director of the Company since 1999.
Mr. Weinert is an entrepreneur whose current business activities are concentrated in real
estate development, theatre and film development. He is the Chairman and Chief Executive Officer
of Bella Media Plc. He is also the Chief Executive Officer of Barrington Services Group, Inc.,
Bella Cinema LLC, and San Telmo Inc. He has served on the Business Advisory Council for the
University of Dayton for over 20 years. Mr. Weinert has been a director of the Company since 1991.
Mr. Thistle has been a Senior Vice President of the Company since 2001 and General Counsel of
the Company since 1995. He was a Vice President of the Company from 1995 to 2001. From 1993 to
1995, he served as Associate General Counsel for MGM Grand in Las Vegas. Mr. Thistle is a board
member of the Drug and Alcohol Testing Industry Association.
Dr. Schaffer has served as Vice President of Laboratory Operations since 1999. Prior to
joining the Company, he served as Director of Toxicology, Technical Manager and Responsible Person
for the Leesburg, Florida laboratory of SmithKline Beecham Clinical Laboratories, from 1990 to
1999. Dr. Schaffer has been an inspector for the Substance Abuse and Mental Health Services
Administrations National Laboratory Certification Program since 1989. Dr. Schaffer was also a
member of the Board of Directors of the American Board of Forensic Toxicologists from 1990 to 1999.
CORPORATE GOVERNANCE
General
The Company believes that good corporate governance is important to ensure that the Company is
managed for the long-term benefit of its stockholders. Over the past few years, the Company has
undertaken a comprehensive review of its corporate governance policies and practices in light of
the requirements imposed by the Sarbanes-Oxley Act of 2002, Securities and Exchange Commission
rules and listing standards imposed by the American Stock Exchange. As part of this review, the
Board of Directors has adopted a new charter for the Audit Committee, established a Nominating
Committee, adopted a charter for the Nominating Committee and adopted a comprehensive Code of
Ethics and Conduct. You may obtain a copy of the Companys current committee charters and Code of
Ethics and Conduct by writing to the Company at Investor Relations, Psychemedics Corporation, 125
Nagog Park, Acton, Massachusetts 01720. The Nominating Committee Charter is also posted on the
Companys web site at www.psychemedics.com.
Independence
Under the rules of the American Stock Exchange, a majority of the directors and all of the
members of the Audit Committee must qualify as independent directors. The Board of Directors of
the Company conducts an annual review of the independence of the members of the Board and its
committees. Three of our 4 directors are nonemployee directors (all except Mr. Kubacki). Although
the
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Board has not adopted categorical standards of materiality for independence purposes (other
than those set forth in the American Stock Exchange listing standards), information provided by the
directors and the Company did not indicate any relationships (e.g., commercial, industrial,
banking, consulting, legal, accounting, charitable, or familial), which would impair the
independence of any of the nonemployee directors.
Certain Relationships and Related Transactions
The Board of Directors has a adopted a policy whereby the Companys Audit Committee is
responsible for reviewing any proposed related party transaction. The types of transactions covered
by the policy include payments for products or services to or indebtedness to or from, related
parties, as defined in Item 404(b) of Regulation S-K under the federal securities laws. The Audit
Committee has determined that there were no related party transactions with any related party in
fiscal 2006 that would require disclosure under Item 404(a) of Regulation S-K.
Board of Directors Meetings and Committees
The Board of Directors has responsibility for establishing broad corporate policies and
reviewing the overall performance rather than day-to-day operations. The Boards primary
responsibility is to oversee the management of the Company and, in so doing, serve the best
interests of the Company and its stockholders. The Board selects, evaluates and provides for the
succession of executive officers and, subject to stockholder election, directors. It reviews and
approves corporate objectives and strategies, and evaluates significant policies and proposed major
commitments of corporate resources. It participates in decisions that have a potential major
economic impact on the Company. Management keeps the directors informed of Company activity
through regular reports and presentations at Board and committee meetings.
The Board of Directors met eight times in fiscal year 2006 (including teleconference
meetings). In addition, the directors acted by unanimous written consent in lieu of meetings on
three occasions during 2006. During fiscal year 2006, each of the directors attended at least 75%
of the total number of meetings of the Board of Directors and the committees of which such director
was a member. The Board has standing Audit, Compensation and Nominating Committees. The Audit
Committee and the Nominating Committee each has a charter that has been approved by the Board.
Each committee must review the appropriateness of its charter and perform a self-evaluation at
least annually. Mr. Kubacki is the only director who is also an employee of the Company. He does
not participate in any meeting at which his compensation is evaluated. All members of all
committees are non-employee directors.
The Company encourages all incumbent directors, as well as all nominees for election as
director, to attend the Annual Meeting of Stockholders. All of the Companys directors except for
Mr. Connick attended the Companys Annual Meeting in May, 2006.
Audit Committee
The Audit Committee, whose members are Messrs. Connick, Tomenson and Weinert, reviews the
appropriateness, quality and acceptability of the Companys accounting policies and the integrity
of financial statements reported to the public, and compliance with legal and regulatory
requirements. The Board has determined that each member of the Audit Committee satisfies the
requirements of the American Stock Exchange regarding competency in financial matters. In
addition, the Board of Directors has determined that Mr. Weinert, the Chairman of the Audit
Committee, qualifies as an audit committee financial expert as defined by the Securities and
Exchange Commission rules. None of Messrs. Connick, Tomenson or Weinert serves on the audit
committees of any other public company. The responsibilities of the Audit Committee and its
activities during fiscal year 2006 are described in the Report of the Audit Committee set forth
below in this proxy statement.
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Compensation Committee
The Compensation Committee, whose members are Messrs. Connick, Tomenson and Weinert, held two
meetings during 2006. The Compensation Committee does not have a charter. The responsibilities of
the Compensation Committee and its activities during fiscal year 2006 are described below under the
caption Compensation Discussion and Analysis.
Compensation Committee Interlocks and Insider Participation
None of Messrs. Connick, Tomenson or Weinert has ever been an officer or employee of the
Company or any subsidiary of the Company and no executive officer of the Company serves on the
board of directors of any company at which any of the Compensation Committee members is employed.
Nominating Committee
The Nominating Committee, whose members are Messrs. Connick, Tomenson and Weinert, held two
meetings during 2006. The Nominating Committee is charged with identifying and screening
candidates, consistent with criteria approved by the Board of Directors, and making recommendations
to the Board of Directors as to persons to be nominated by the Board of Directors for election
thereto by the stockholders or to be chosen by the Board of Directors to fill newly created
directorships or vacancies on the Board of Directors. The Board of Directors has determined that
each of the members of the Nominating Committee is independent as defined in the American Stock
Exchanges listing standards.
The Nominating Committee identifies Board candidates through numerous sources, including
recommendations from Directors, executive officers and stockholders of the Company. The Nominating
Committee evaluates identified Board candidates based on the criteria established by and
periodically reviewed by the Nominating Committee. The Nominating Committee seeks to identify
those individuals most qualified to serve as Board members and will consider many factors with
regard to each candidate, including judgment, integrity, diversity, prior experience, the interplay
of the candidates experience with the experience of other Board members, the extent to which the
candidate would be desirable as a member of any committees of the Board, and the candidates
willingness to devote the time and effort required for Board responsibilities. Selected candidates
are interviewed by members of the committee and certain other Board members. Based on the
foregoing, the Nominating Committee makes recommendations to the Board with respect to director
nominees.
The Companys stockholders may recommend individuals to the Nominating Committee for
consideration as potential director candidates at the Companys 2008 Annual Meeting by submitting
their names and appropriate background and biographical information to the Companys Nominating
Committee, Psychemedics Corporation, 125 Nagog Park, Acton, Massachusetts 01720 not later than
December 3, 2007. Assuming that the appropriate information has been timely provided, the
Nominating Committee will consider these candidates substantially in the same manner as it
considers other Board candidates it identifies.
Stockholder Communications
Historically, the Company has not adopted a formal process for stockholder communications with
the Board. Nevertheless, every effort has been made to ensure that the Board or individual
directors, as applicable, hear the views of stockholders and that appropriate responses are
provided to stockholders in a timely manner. Any matter intended for the Board, or for any
individual member or members of the Board, should be directed to the Secretary of the Company,
Psychemedics Corporation, 125 Nagog Park, Acton, Massachusetts 01720, with a request to forward the
same to the intended recipient.
5
Report of the Audit Committee
The Audit Committee of the Board of Directors is responsible for providing independent,
objective oversight of the Companys accounting functions and internal controls. Management has the
primary responsibility for the financial statements and the reporting process, including the system
of internal controls. The Audit Committee oversees the financial reporting process on behalf of the
Board of Directors, reviews financial disclosures, and meets privately, outside the presence of
management, with the independent auditors to discuss internal accounting control policies and
procedures. In fulfilling its oversight responsibilities, the Audit Committee reviews the audited
financial statements in the Annual Report on Form 10-K with management including a discussion of
the quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of disclosures in the financial statements. The Audit
Committee reports on these meetings to the Board of Directors. The Audit Committee also selects and
appoints the independent auditors, reviews the performance of the independent auditors in the
annual audit and in assignments unrelated to the audit, and pre-approves the independent auditors
services. The Audit Committee operates under a written charter adopted by the Board of Directors, a
copy of which can be viewed on the Companys website under Corporate Governance.
The Audit Committee is composed of three non-employee directors, Messrs. Connick, Tomenson and
Weinert, each of whom is an independent director under the rules of the American Stock Exchange
governing the qualifications of the members of audit committees. The Audit Committee held six
meetings during 2006. Mr. Weinert qualifies as an audit committee financial expert under the
rules of the Securities and Exchange Commission. In addition, the Board of Directors has
determined that each member of the Audit Committee meets the minimum standards regarding competency
in financial matters required under the rules of the American Stock Exchange. None of Messrs.
Connick, Tomenson and Weinert serves on the audit committees of any other public company.
The Audit Committee reviewed with the independent auditors their judgments as to the quality,
not just the acceptability, of accounting principles and such other matters as are required to be
discussed with the Audit Committee under the standards of the Public Company Accounting Oversight
Board (United States). In addition, the Audit Committee has discussed with the independent
auditors (i) the matters required to be discussed under Codification of Statements on Auditing
Standards, AU§380, and (ii) the auditors independence from the Company and its management,
including the matters in the written disclosures we received from the auditors as required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. The
Audit Committee concluded that BDO Seidman, LLPs provision of audit and non-audit services to the
Company is compatible with BDO Seidman, LLPs independence. Based on its review and discussions,
the Audit Committee recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
Members of the Audit Committee:
Harry F. Connick
Walter S. Tomenson
Fred J. Weinert
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Independent Auditors Fees and Other Matters
The following table presents fees for audit services rendered by the Companys independent
auditors for the audit of the Companys annual financial statements for the years ended December
31, 2006 and 2005, and fees billed for other services during those periods.
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131,500 |
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116,500 |
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11,000 |
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8,200 |
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25,000 |
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31,200 |
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2,000 |
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Total |
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167,500 |
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157,900 |
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Audit Fees Fees for professional services rendered to the Company (or estimates of
fees for services to be rendered ) in connection with auditing the Companys annual
financial statements and reviewing the interim financial information included in the
Companys Quarterly Reports on Form 10-Q, and consents and assistance with the review
of documents filed with the Securities and Exchange Commission. |
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Audit-Related Fees Fees billed to the Company for services related to the
audit of the Companys financial statements, that are not reported under Audit Fees,
which include due diligence assistance in connection with accounting consultations and
audit work performed on certain of the Companys benefit plans. |
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Tax Fees Fees billed to the Company related to tax compliance and
consultation. |
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All other Fees Fees billed to the Company for other permissible services that
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Audit Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services of Independent
Auditors
The Audit Committees policy is to pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include audit services, audit-related
services, tax services and other services. Any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific budget. The Audit Committee
may delegate pre-approval authority to one or more of its members when expedition of services is
necessary. The independent auditors and management are required to periodically report to the full
Audit Committee regarding the extent of services provided by the independent auditors, in
accordance with this pre-approval policy, and the fees for the services performed to date.
Director Compensation
Mr. Kubacki receives no additional compensation for serving on the Companys Board of
Directors. Each of the Companys outside (non-employee) directors receives cash compensation of
$30,000 per year, or $7,500 per quarter. In addition, Mr. Weinert, the Chairman of the Audit
Committee, receives additional cash compensation of $7,500 per year ($1,875 per quarter).
On May 11, 2006, Messrs. Connick, Tomenson and Weinert, who constituted the Companys outside
directors, were each issued 1,300 stock unit awards, each such stock unit award representing the
right to receive one share of Common Stock of the Company. The stock unit awards were granted
under the Companys 2006 Equity Incentive Plan. Each such award vests with respect to 50% of the
shares covered thereby on April 30, 2007 and with respect to the balance of the shares on April 30,
2008, in each case, so long as the recipient remains in continuous service as a member of the Board
of Directors of the Company through each such vesting date. Any unvested stock unit
awards terminate upon the cessation of a recipients service as a member of the Board of Directors,
subject to partial vesting in the
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case of termination on account of death or permanent disability. In the event of a change in
control of the Company (as defined in the restricted stock agreement evidencing the award) the
share unit awards become fully vested immediately prior to the effective date of such change in
control.
The following table shows, for the fiscal year ended December 31, 2006, the compensation paid
by the Company or accrued for such year, to the Companys non-employee directors. The compensation
paid to Mr. Kubacki for his service as Chairman, Chief Executive Officer and President, is reported
in the Summary Compensation Table under the caption Executive Compensation below.
Director Compensation For Fiscal Year Ended December 31, 2006
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Deferred |
|
All other |
|
|
|
|
or Paid in |
|
Awards |
|
Awards |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name |
|
Cash ($) |
|
($)(1) |
|
($) |
|
($) |
|
Earnings ($) |
|
($) |
|
($) |
Harry Connick |
|
|
30,000 |
|
|
|
6,927 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3 |
) |
|
|
36,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter Tomenson |
|
|
30,000 |
|
|
|
6,927 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3 |
) |
|
|
36,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred J. Weinert |
|
|
37,500 |
|
|
|
6,927 |
(2) |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
(3 |
) |
|
|
44,427 |
|
|
|
|
(1) |
|
The amounts in column (c) reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R)
of stock unit awards made in May, 2006 under the Companys 2006 Equity Incentive Plan.
Assumptions used in the calculation of these amounts are included in footnote 4 to the
Companys audited financial statements for the fiscal year ended December 31, 2006, included
in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission
on or around March 31, 2007. |
|
(2) |
|
The grant date fair value of the award to the named individual was $21,710. None of such
award was vested as to any of the shares subject to the award as of December 31, 2006. The
portion of the share unit award vested as of the record date for the 2007 Annual Meeting (or
within 60 days of such record date) is reflected in the stock
ownership table on page 17. |
|
(3) |
|
Any perquisites or other personal benefits received from the Company by the named director
were substantially less than the reporting thresholds established by the Securities and
Exchange Commission ($10,000). |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview of Compensation Program
The Compensation Committee (for purposes of this analysis, the Committee) of the
Board has responsibility for establishing, implementing and continually monitoring adherence with
the Companys compensation philosophy. The Committee ensures that the total compensation paid to
the executive officers is fair, reasonable and competitive.
Throughout this proxy statement, the individuals who served as the Companys Chief Executive
Officer and Chief Financial Officer during fiscal 2006, as well as the other individuals included
in the Summary Compensation Table on page 12, are referred to as the named executive officers.
Compensation Philosophy and Objectives
The Committee believes that the most effective executive compensation program is one that is
designed to reward the achievement of specific annual performance goals by the Company, and which
aligns executives interests with those of the stockholders by rewarding performance with the
ultimate objective of improving stockholder value. The Committee evaluates both performance and
compensation to ensure that the Company maintains its ability to attract and retain superior
employees in key positions
8
and that compensation provided to key employees remains competitive relative to the compensation paid
to similarly situated executives of similarly sized public companies. To that end, the
Committee believes executive compensation packages provided by the Company to its executives,
including the named executive officers, should include both cash and stock-based compensation that
reward performance as measured against established goals.
Role of Executive Officers in Compensation Decisions
The Committee makes all compensation decisions for the Chief Executive Officer, but takes into
account his recommendations when making compensation decisions with respect to the other executive
officers.
The Chief Executive Officer annually reviews the performance of each other executive officer.
The conclusions reached and recommendations based on these reviews, including with respect to
salary adjustments and annual award amounts, are presented to the Committee. The Committee can
exercise its discretion in modifying any recommended adjustments or awards to executives.
Setting Executive Compensation
Based on the foregoing objectives, the Committee has structured the Companys annual and
long-term incentive-based cash and non-cash executive compensation to motivate executives to
achieve the business goals set by the Company and reward the executives for achieving such goals.
In making compensation decisions, the Committee compares each element of total compensation
against what the Committee believes to be the average amount paid to similarly situated executives
at publicly-traded and privately-held companies.
A significant percentage of total compensation is allocated to incentives as a result of the
philosophy mentioned above. The Committee determines the appropriate level and mix of incentive
compensation. Income from such incentive compensation is realized as a result of the performance of
the Company or the individual, depending on the type of award, compared to established goals.
Historically, the Committee granted a significant portion of each executive officers total
compensation in the form of stock options. More recently, reflecting in part the recent change in
the accounting treatment of option grants, the Company began awarding a significant portion of its
total compensation payable to executive officers in the form of cash bonus awards tied to
achievement of performance goals and to the award of restricted stock units that would become
vested over a period of time.
2006 Executive Compensation Components
For the fiscal year ended December 31, 2006, the principal components of compensation for
named executive officers were:
|
|
|
base salary |
|
|
|
|
performance-based incentive compensation; and |
|
|
|
|
long-term equity incentive compensation |
Base Salary
The Company provides named executive officers and other employees with base salary to
compensate them for services rendered during the fiscal year. Base salary ranges for named
executive officers are determined for each executive based on his or her position and
responsibility.
During its review of base salaries for executives, the Committee primarily considers:
|
|
|
internal review of the executives compensation, both individually and
relative to other executive officers; and |
|
|
|
|
individual performance of the executive |
Salary levels are typically considered annually as part of the Companys performance review
process as well as upon a promotion or other change in job responsibility. Merit based increases to
salaries of executive officers are based on the Committees assessment of the individuals
performance.
9
Bonus Compensation
In January, 2007, the Committee awarded cash bonuses to the named executive officers based on
achievement by the Company of earnings per share targets and based upon achievement by the
executive officers of individual performance targets, in each case, during fiscal 2006.
Long-Term Incentive Compensation
Restricted Stock Awards.
In 2006, the Company adopted a new stock based plan called the 2006 Equity Incentive Plan (the
Equity Incentive Plan). Under the Equity Incentive Plan, up to 250,000 shares of Common Stock
(subject to adjustment in the event of stock splits, stock dividends and other similar events) may
be issued. The Equity Incentive Plan is intended to benefit the Company and its subsidiaries
through offering certain present and future officers, directors, employees and consultants a
favorable opportunity to become holders of stock in the Company over a period of years, thereby
giving them a permanent stake in the growth and prosperity of the Company and encouraging the
continuance of their services with the Company and/or its subsidiaries through (a) the grant of
options which qualify as incentive stock options under Section 422(b) of the Internal Revenue
Code of 1986, as amended, (b) the grant of options which do not qualify as incentive stock options
(non-qualified stock options), (c) the issuance of restricted stock, (d) the grant of stock
bonuses, or (e) the grant or issuance of other stock-based rights, which may include, for example,
stock appreciation rights and restricted stock units (all of the foregoing being hereinafter
referred to collectively as Awards).
In May, 2006, the Committee granted Awards in the form of restricted stock units to each of
the executive officers. Each of the units vests over the four-year period following the date of
grant and is convertible into shares of Common Stock of the Company upon vesting. The number of
units awarded to each of the executive officers in 2006 and the value of such awards is set forth
below in the Grants of Plan Based Awards Table on page 13. In addition, the value of the awards
attributable to the vesting period that occurred during 2006 is reflected in the Summary
Compensation Table on page 12.
Stock Options
While the Company has in the past granted options to acquire shares of its capital stock, it
did not grant any options in 2006.
Retirement and Other Benefits
The Company maintains a 401(k) profit sharing plan for the benefit of all employees who have
satisfied minimum age and service requirements. Employees have the opportunity to contribute to
the plan on a before tax basis, subject to limits prescribed under the Internal Revenue Code. The
Company will match 50% of the first 6% of pay that is contributed to the plan, subject to limits
prescribed for highly compensated employees. All employee contributions to the 401(k) plan are
fully vested upon contribution. The Companys matching contributions vest ratably over a five year
period. The Company does not maintain any separate non-qualified retirement plans.
Perquisites and Other Personal Benefits
Any perquisites or other personal benefits that the Company offers to its executive officers
are below the threshold limit ($10,000 per executive, per annum) for reporting under SEC rules.
The Company has entered into Change of Control Severance Agreements with certain key
employees, including certain named executive officers. The Change of Control Severance Agreements
are designed to promote stability and continuity of senior management. Information regarding
applicable payments under such agreements for the named executive officers is provided under the
heading Potential Payments Upon Termination or Change in
Control on page 14.
Tax and Accounting Implications
Deductibility of Executive Compensation
As part of its role, the Committee reviews and considers the deductibility of executive
compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may
not deduct
10
compensation of more than $1,000,000 that is paid to certain individuals. The Company believes
that all compensation paid to its executive officers is, or will be when paid, fully deductible for
federal income tax purposes.
Nonqualified Deferred Compensation
On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the
tax rules applicable to nonqualified deferred compensation arrangements. While the final
regulations have not become effective yet, the Company believes it is operating in good faith
compliance with the statutory provisions which were effective January 1, 2005.
Accounting for Stock-Based Compensation
Beginning on January 1, 2006, the Company began accounting for stock-based payments including
Awards under its Equity Incentive Plan in accordance with the requirements of FASB Statement
123(R).
Compensation Committee Report
The Compensation Committee of the Company has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement.
THE COMPENSATION
COMMITTEE
Fred J. Weinert
Harry Connick
Walter Tomenson
11
Summary of Cash and Certain Other Compensation
The following table shows, for the fiscal year ended December 31, 2006, the total compensation
earned by the Companys Chief Executive Officer, and the Companys other executive officers
(collectively the named executive officers).
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonquali- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
fied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Compen- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Plan |
|
sation |
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compen- |
|
Earnings |
|
Compensa- |
|
|
Position |
|
Year |
|
($) |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
sation |
|
($) |
|
tion ($)(4) |
|
Total ($) |
Raymond C.
Kubacki, Jr.
Chairman, CEO,
& President |
|
|
2006 |
|
|
|
333,668 |
|
|
|
69,000 |
|
|
|
26,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600 |
|
|
|
435,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter C. Monson
Vice President,
Treasurer, and
Chief Financial
Officer (5) |
|
|
2006 |
|
|
|
152,560 |
|
|
|
31,000 |
|
|
|
5,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,449 |
|
|
|
194,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle
Senior
Vice President
and General
Council |
|
|
2006 |
|
|
|
243,728 |
|
|
|
50,000 |
|
|
|
13,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,600 |
|
|
|
313,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer
Vice President
Laboratory
Operations |
|
|
2006 |
|
|
|
199,423 |
|
|
|
41,000 |
|
|
|
7,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,644 |
|
|
|
253,060 |
|
|
|
|
(1) |
|
The amounts in column (d) reflect cash bonus awards made to the
executive officers based on achievement of certain financial and individual
objectives, as described in more detail on page 10 under the heading Bonus
Compensation. |
|
(2) |
|
The amounts in column (e) reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December 31,
2006, in accordance with FAS 123(R) of stock unit awards made in May, 2006
under the Companys 2006 Equity Incentive Plan. Assumptions used in the
calculation of these amounts are included in footnote 4 to the Companys
audited financial statements for the fiscal year ended December 31, 2006,
included in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission on or around March 31, 2007. |
|
(3) |
|
The amounts in column (f) reflect the dollar amount recognized for
financial statement reporting purposes for the fiscal year ended December 31,
2006, in accordance with FAS 123(R) of stock option awards, to the extent
vested in 2006. No stock options were granted to any of the named executive
officers in 2006 and no grants of options from prior years to the named
executive officers became vested in 2006. |
|
(4) |
|
The amount shown in column (i) reflects for each named executive officer
matching contributions allocated by the Company to each of the named executive
officers pursuant to the Companys 401(k) Plan (which is more fully described
on page 10 under the heading Retirement and Other Benefits); the amount of
perquisites attributable to each named executive officer did not exceed $10,000
in 2006. |
|
(5) |
|
Effective March 31, 2007, Mr. Monson resigned as the Companys Chief
Financial Officer and from all other offices he held with the Company. |
12
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future |
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
Payouts Under Non- |
|
Estimated Future Payouts |
|
Number |
|
Awards: |
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
Equity Incentive Plan |
|
Under Equity Incentive |
|
of |
|
Number of |
|
Exercise or |
|
Fair Value |
|
|
|
|
|
|
Awards |
|
Plan Awards |
|
Shares |
|
Securities |
|
Base Price |
|
of Stock |
|
|
|
|
|
|
Thresh |
|
|
|
|
|
Maxi- |
|
Thresh- |
|
|
|
|
|
Maxi- |
|
of Stock |
|
Underlying |
|
of Option |
|
and Option |
|
|
|
|
|
|
-old |
|
Target |
|
mum |
|
old |
|
Target |
|
mum |
|
or Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Grant Date |
|
($) |
|
($) |
|
($) |
|
(#)(1) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
($/Sh) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
|
(k) |
|
(l) |
Raymond C. Kubacki, Jr. |
|
|
5/11/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
167,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter C. Monson |
|
|
5/11/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
33,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle |
|
|
5/11/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
|
|
|
|
|
83,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer |
|
|
5/11/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
66,800 |
|
|
|
|
(1) |
|
The amounts in column (i) reflect the grant of Stock Unit Awards under
the Companys 2006 Equity Incentive Plan. The Units vest with respect to 25%
of the shares covered thereby on the first anniversary date of the date of
grant, and with respect to an additional 25% of the shares covered thereby on
each of the three anniversary dates thereafter. |
13
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
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Equity |
|
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|
Incentive |
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Incentive |
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|
Plan |
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Plan |
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Awards: |
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Awards: |
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Number of |
|
Equity Incentive |
|
|
Number |
|
Number of |
|
Number of |
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|
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Market |
|
Unearned |
|
Plan Awards: |
|
|
of |
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Securities |
|
Securities |
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|
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Number of |
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Value of |
|
Shares, |
|
Market or Payout |
|
|
Securities |
|
Underlying |
|
Underlying |
|
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|
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Shares or |
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Shares or |
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Units or |
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Value of |
|
|
Underlying |
|
Unexercised |
|
Unexer- |
|
|
|
|
|
Units of |
|
Units of |
|
Other |
|
Unearned Shares, |
|
|
Unexercised |
|
Options |
|
cised |
|
Option |
|
|
|
Stock That |
|
Stock That |
|
Rights |
|
Units or Other |
|
|
Options |
|
(#) |
|
Unearned |
|
Exercise |
|
Option |
|
Have Not |
|
Have Not |
|
That Have |
|
Rights That Have |
|
|
(#) |
|
Unexercis- |
|
Options |
|
Price |
|
Expiration |
|
Vested |
|
Vested |
|
Not Vested |
|
Not Vested |
Name |
|
Exercisable |
|
able |
|
(#) |
|
($) |
|
Date |
|
(#) |
|
($) |
|
(#) |
|
($) |
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
(j) |
Raymond C. |
|
77,300 |
|
|
|
|
|
$14.40 |
|
05/24/2015 |
|
10,000 |
|
192,500 |
|
|
|
|
Kubacki, Jr. |
|
10,000 |
|
|
|
|
|
$11.85 |
|
05/13/2014 |
|
|
|
|
|
|
|
|
|
|
8,751 |
|
|
|
|
|
$13.68 |
|
05/09/2012 |
|
|
|
|
|
|
|
|
|
|
18,751 |
|
|
|
|
|
$18.00 |
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
17,500 |
|
|
|
|
|
$20.24 |
|
05/04/2008 |
|
|
|
|
|
|
|
|
|
Peter C. Monson |
|
17,100 |
|
|
|
|
|
$14.40 |
|
05/24/2015 |
|
2,000 |
|
38,500 |
|
|
|
|
|
|
3,000 |
|
|
|
|
|
$11.85 |
|
05/13/2014 |
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
$13.68 |
|
05/09/2012 |
|
|
|
|
|
|
|
|
|
|
6,250 |
|
|
|
|
|
$19.76 |
|
05/11/2010 |
|
|
|
|
|
|
|
|
|
|
6,250 |
|
|
|
|
|
$18.00 |
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
$22.36 |
|
03/30/2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle |
|
40,600 |
|
|
|
|
|
$14.40 |
|
05/24/2015 |
|
5,000 |
|
96,250 |
|
|
|
|
|
|
5,000 |
|
|
|
|
|
$11.85 |
|
05/13/2014 |
|
|
|
|
|
|
|
|
|
|
12,500 |
|
|
|
|
|
$13.68 |
|
05/08/2012 |
|
|
|
|
|
|
|
|
|
|
8,750 |
|
|
|
|
|
$19.76 |
|
05/11/2010 |
|
|
|
|
|
|
|
|
|
|
7,500 |
|
|
|
|
|
$18.00 |
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
3,750 |
|
|
|
|
|
$20.24 |
|
05/04/2008 |
|
|
|
|
|
|
|
|
|
Michael I. Schaffer |
|
16,600 |
|
|
|
|
|
$14.40 |
|
05/24/2015 |
|
4,000 |
|
77,000 |
|
|
|
|
|
|
3,000 |
|
|
|
|
|
$11.85 |
|
05/13/2014 |
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
$13.68 |
|
05/09/2012 |
|
|
|
|
|
|
|
|
|
|
6,250 |
|
|
|
|
|
$19.76 |
|
05/11/2010 |
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
|
|
|
$18.00 |
|
05/06/2009 |
|
|
|
|
|
|
|
|
|
|
8,750 |
|
|
|
|
|
$17.36 |
|
04/21/2009 |
|
|
|
|
|
|
|
|
None of the Companys named executive officers exercised any stock options during 2006 or
became vested in any restricted stock units in 2006.
Potential Payments Upon Termination or Change in Control
The Company has entered into change-in-control severance agreements with Messrs. Kubacki,
Thistle and Monson providing for severance benefits for a period of up to 12 months in the event of
termination within 12 months following a change in control (as defined in the agreements). The
agreements provide for severance benefits only if (1) the Company undergoes a change in control (as
defined in the agreement) and (2) within 12 months thereafter either (a) the Company (or
its successor) terminates the employee (other than termination for cause), or (b) the employee
terminates his employment for good reason (as defined in his agreement). The agreements do not
provide for severance benefits in the event of an employees death or disability, or in the event
of his voluntary termination without good reason, or on account of termination for any reason if
not preceded within 12 months by a change in control. The agreements provide that the employee
shall not compete with the Company during the period in which he is entitled to receive severance
payments. Except for such
14
change-in-control severance agreements, and except as provided below with respect to Mr.
Monson, none of Messrs. Kubacki, Thistle or Monson has an employment agreement with the Company.
On May 11, 2006, each of the named executive officers entered into share unit award agreements
pursuant to which each such executive officer was issued the share unit awards described above in
the Grants of Plan-Based Awards table. Each share unit award agreement provides that the vesting
accelerates upon a change in control.
In the event the Company had incurred a change in control on December 31, 2006 and terminated
the employment of all of the named executive officers on such date, the amounts paid out to the
named executive officers would have been as follows:
Change in Control Termination Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
|
Salary |
|
|
|
|
|
|
|
|
|
Acceleration |
|
|
|
|
and Bonus |
|
Accrued |
|
Health |
|
Of |
|
|
|
|
Continuation |
|
Vacation |
|
Benefits |
|
Equity |
|
|
Name |
|
($)(1) |
|
($) |
|
($)(2) |
|
Awards ($)(3) |
|
Total ($) |
Raymond C.
Kubacki, Jr.
12 month
Change in Control
Termination Payments (4) |
|
|
402,668 |
|
|
|
39,809 |
|
|
|
21,738 |
|
|
|
192,500 |
|
|
|
656,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 month Change in
Control Termination Payments (change of location only)
(4) |
|
|
201,334 |
|
|
|
39,809 |
|
|
|
10,869 |
|
|
|
192,500 |
|
|
|
444,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter C. Monson
6 month
Change in Control
Termination Payments (5) |
|
|
93,000 |
|
|
|
14,904 |
|
|
|
10,869 |
|
|
|
38,500 |
|
|
|
157,273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William R. Thistle
12 month
Change in Control
Termination Payments (6) |
|
|
293,728 |
|
|
|
40,212 |
|
|
|
21,738 |
|
|
|
96,250 |
|
|
|
451,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Schaffer
Acceleration benefits only
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,000 |
|
|
|
77,000 |
|
|
|
|
(1) |
|
The amounts in column (b) reflect the total amount of Base Salary and
Bonus compensation that would continue to be paid to the Executive during the
indicated period following a termination in connection with a
change-in-control. Such amounts are calculated based on the actual base salary
and bonus compensation earned or paid during the prior 6 or 12 month period
preceding such termination. |
|
(2) |
|
The amounts in column (d) represent the amount payable by the Corporation
during the applicable period for continuation of health benefits |
|
(3) |
|
The amounts in column (e) reflect the acceleration of the vesting under
stock unit awards granted under the Companys 2006 Equity Incentive Plan as
provided in each executive officers respective Share Unit Award Agreement with
the Company. The valuation is determined by multiplying the number of stock
unit awards that would have become vested on December 31, 2006 pursuant to such
acceleration provision, times the closing price of the Company stock on such
date ($19.25 per share). |
|
(4) |
|
Mr. Kubackis arrangement provides for 12 months of salary and bonus
continuation in the event of a termination by the |
15
|
|
|
|
|
Company without cause (as
defined in his agreement) or a termination by him for good reason (as defined
in his agreement) in either case, within a 12 month period following a change
in control of the Company (as such term is defined in the agreement), provided,
however, that in the event of termination by Mr. Kubacki for good reason solely
on account of a change in his required place of employment, following a change
in control, then in lieu of 12 months of salary and bonus compensation, his
benefits would be limited to 6 months of salary and bonus compensation. |
|
(5) |
|
Mr. Monsons change-in-control severance agreement provided for 6 months
of salary and bonus continuation in the event of a termination by the Company
without cause (as defined in his agreement) or a termination by him for good
reason (as defined in his agreement) in either case, within a 6 month period
following a change in control of the Company (as such term was defined in the
agreement). In February, 2007, in connection with Mr. Monsons agreement to
resign as Chief Financial Officer of the Company, the Company entered into a
separation agreement with Mr. Monson providing for severance benefits to Mr.
Monson in the aggregate amount of $41,730, payable over the 14-week period
following his termination, plus continuation of health benefits until September
30, 2007. The severance provisions of his earlier change-in-control severance
agreement described above no longer apply. |
|
(6) |
|
Mr. Thistles arrangement provides for 12 months of salary and bonus
continuation in the event of a termination by the Company without cause (as
defined in his agreement) or a termination by him for good reason (as defined
in his agreement) in either case, within a 12 month period following a change
in control of the Company (as such term is defined in the agreement). |
|
(7) |
|
Mr. Schaffer did not enter into a change in control severance agreement
with the Company. The benefits reflected in the table are derived from his
grant of stock unit awards under the Companys 2006 Equity Incentive Plan. |
16
PRINCIPAL STOCKHOLDERS AND
STOCKHOLDINGS OF MANAGEMENT
The following table shows, as of March 12, 2007, the number of shares beneficially owned (i)
by those stockholders who are known to the Company to own beneficially more than five percent of
the outstanding Common Stock of the Company, (including their addresses) (ii) by each director and
nominee for director of the Company, (iii) by each named executive officer, and (iv) by all
directors and executive officers as a group.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of |
|
Percentage |
Name |
|
Beneficial Ownership(1) |
|
Owned(2) |
Cortina Asset Management, LLC
|
|
|
633,028 |
(3) |
|
|
12.2 |
% |
330 East Kilbourn Avenue
Suite 850
Milwaukee, WI 53202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Wayne Huizenga
|
|
|
589,135 |
(4) |
|
|
11.3 |
% |
450 E. Las Olas Blvd.
Suite 1500
Fort Lauderdale, FL 33301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashford Capital
Management, Inc.
|
|
|
339,700 |
(5) |
|
|
6.5 |
% |
P.O. Box 4172
Wilmington, DE 19807 |
|
|
|
|
|
|
|
|
|
Raymond C. Kubacki, Jr.
|
|
|
200,065 |
(6)(7) |
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
Fred J. Weinert |
|
|
161,832 |
(6)(7)(8) |
|
|
3.1 |
% |
|
William R. Thistle |
|
|
79,350 |
(6)(7) |
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
Walter S. Tomenson |
|
|
43,188 |
(6)(7) |
|
|
* |
|
|
Michael I. Schaffer |
|
|
40,350 |
(6)(7) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Peter C. Monson |
|
|
25,250 |
(6)(7) |
|
|
* |
|
|
Harry F. Connick |
|
|
17,388 |
(6)(7) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
All Executive Officers and Directors as a group (6 persons) |
|
|
567,423 |
(9) |
|
|
10.2 |
% |
|
|
|
* |
|
denotes ownership of less than 1% |
|
(1) |
|
Shares are considered beneficially owned, for the purpose of this table only, if held by the
person indicated as beneficial owner, or if such person, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise has or shares the power to
vote, to direct the voting of and/or to dispose of or to direct the disposition of such
security, or if the person has the right to acquire beneficial ownership within sixty (60)
days, unless otherwise indicated in these footnotes. |
|
(2) |
|
Pursuant to the rules of the Securities and Exchange Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant to the exercise of
options or warrants or pursuant to the vesting of other share-based awards are deemed to be
outstanding for the purpose of computing the percentage ownership of such individual or group,
but with respect to options and warrants, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person shown in this table. |
17
|
|
|
(3) |
|
Based on the statement on Schedule 13G/A dated February 14, 2007 and delivered to the Company
on March 16, 2007, Cortina Asset Management, LLC, a registered investment adviser, has sole
voting power over 446,162 shares of Common Stock and sole dispositive power over 633,028
shares of Common Stock. |
|
(4) |
|
Includes: (i) 395,866 shares held by a limited partnership controlled by said individual and
(ii) 2,035 shares owned by said individuals spouse. |
|
(5) |
|
Based on the statement on Schedule 13G/A filed with the Securities and Exchange Commission on
February 13, 2007, Ashford Capital Management, Inc., a registered investment adviser, has sole
voting and dispositive power over 339,700 shares of Common Stock. |
|
(6) |
|
Includes the following number of shares of Common Stock which the individual had a right to
acquire within 60 days pursuant to the exercise of options: Mr. Kubacki 132,302; Mr. Weinert 55,650; Mr. Thistle 78,100; Mr. Tomenson 42,538; Dr. Schaffer 39,600; Mr. Connick
16,738; and Mr. Monson 24,750. |
|
(7) |
|
Includes the following number of shares of Common Stock which the individual had the right to
receive within 60 days pursuant to the vesting of share unit awards: Mr. Kubacki 2,500; Mr.
Weinert 650; Mr. Thistle 1,250; Mr. Tomenson 650; Dr. Schaffer 750; Mr. Connick
650; and Mr. Monson 500. |
|
(8) |
|
Includes 84,682 shares held by Mr. Weinert as trustee under the Fred J. Weinert, Jr.
Revocable Insurance Trust u/t/a dated May 17, 1982. |
|
(9) |
|
Includes 389,678 shares which the executive officers and directors had the right to acquire
within 60 days pursuant to the exercise of options, and 6,950 shares which were issuable to
the executive officers and directors within 60 days pursuant to the vesting of share unit
awards. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on its review of copies of reports filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or written representations from
persons required to file such reports (Reporting Persons), except as described below, the Company
believes that all such filings required to be made by such Reporting Persons with respect to fiscal
year 2006 were timely made in accordance with the requirements of the Exchange Act.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Companys Audit Committee has approved BDO Seidman, LLP as the Companys independent
registered public accounting firm for fiscal year 2007. Notwithstanding such approval, the Audit
Committee in its discretion may direct the appointment of a different firm at any time during the
year if it determines that such a change would be in the best interests of the Company and its
stockholders. Representatives of BDO Seidman, LLP will be available at the Annual Meeting to
respond to questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2008 Annual Meeting of Stockholders
must comply with Rule 14a-8 of the Securities and Exchange Commission issued under the Securities
Exchange Act of 1934, and must be received at the principal executive offices of the Company not
later than December 3, 2007.
OTHER MATTERS
The Board of Directors knows of no other matters which may come before the Annual Meeting.
However, if any matter not now known is presented at the Annual Meeting, it is the intention of the
persons named in the accompanying form of proxy to vote said proxy in accordance with their
judgment on such matter.
18
The Company will bear the cost of solicitation of proxies. Solicitations of proxies by mail
may be followed by telephone or other personal solicitation of certain stockholders by officers or
other employees of the Company.
|
|
|
|
|
By order of the Board of Directors, |
|
|
|
|
|
EDWARD S. BREWER, JR., |
|
|
Secretary |
April 3, 2007
19
PSYCHEMEDICS
CORPORATION
[CARD]
o Mark box with an X if you have made changes to your name or address details above
Annual Meeting Proxy Card
|
|
|
|
|
|
|
(A) |
|
Election of Directors |
|
|
|
|
|
|
|
|
|
The Board of Directors recommends a vote FOR the listed nominees. |
|
|
|
|
|
|
|
|
|
(01) Raymond C. Kubacki, Jr.
|
|
o For
|
|
o Withhold |
|
|
(02) Harry F. Connick
|
|
o For
|
|
o Withhold |
|
|
(03) Walter S. Tomenson, Jr.
|
|
o For
|
|
o Withhold |
|
|
(04) Fred J. Weinert
|
|
o For
|
|
o Withhold |
|
|
|
|
|
|
|
(B) |
|
Mark box at right if a comment has
been noted below. / / |
|
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|
DO YOU HAVE ANY COMMENTS? |
|
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(C) |
|
Authorized Signatures Sign Here This section must be completed for your instructions to
be executed. |
|
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|
Please sign this proxy exactly as your name appears on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority must sign. If
the shareholder is a corporation, the signature should be that of an authorized officer who
should state his or her title. |
|
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|
Signature 1:
|
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|
|
Signature 2:
|
|
|
|
Date:
|
|
|
|
|
Dear Stockholder:
Please take note of the important information enclosed with this Proxy Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be voted. Then sign the card and return
your proxy in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 10, 2007.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Psychemedics Corporation
Proxy Psychemedics Corporation
PROXY FOR 2007 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2007
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Raymond C. Kubacki, Jr. attorney of the undersigned (with
full power of substitution), to vote for and in the name of the undersigned, at the 2007
Annual Meeting of Stockholders of Psychemedics Corporation (the Company) to be held on
Thursday, May 10, 2007 at 3:00 p.m. at the Seaport Hotel, 200 Seaport Boulevard, Boston, MA
02210 and any adjournments thereof, according to the number of shares and as fully as the
undersigned would be entitled to vote if personally present.
Without limiting the general authorization hereby given, said proxy is instructed to vote or
act as follows on the proposal set forth in the Companys Proxy Statement dated April 3,
2007 and on such other matters as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR each of the nominees
listed on proposal A set forth on the reverse side.
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.