Agenda Item
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Board Vote Recommendation
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1.
A proposal to elect three Class II directors to serve for a term of three years and until their respective successors are duly elected and qualified.
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“FOR”
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2.
A proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
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“FOR”
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3.
A proposal to amend the Company’s 2020 Equity Incentive Plan to increase the number of shares of Class A common stock reserved under the plan by 7,000,000.
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“FOR”
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4.
A proposal to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Class A common stock by 150,000,000 (from 300,000,000 to 450,000,000).
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“FOR”
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5.
Any other business as may properly come before the 2022 Annual Meeting.
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Proposals
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Vote Required
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Broker
Discretionary Voting Allowed |
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Proposal One – Elect three Class II directors | | | Plurality of the votes cast by the stockholders present or represented by proxy at the 2022 Annual Meeting | | | No | |
Proposal Two – Ratify the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 | | | Majority of the votes cast by the stockholders entitled to vote and present or represented by proxy at the 2022 Annual Meeting | | | Yes | |
Proposals
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Vote Required
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Broker
Discretionary Voting Allowed |
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Proposal Three – Approve an amendment to the 2020 Plan to increase the number of shares of Common Stock reserved under the plan by 7,000,000 | | | Majority of votes cast by the stockholders entitled to vote and present or represented by proxy at the 2022 Annual Meeting | | | No | |
Proposal Four – Amend the Charter to increase the number of authorized shares of Common Stock by 150,000,000 (from 300,000,000 to 450,000,000) | | | Votes representing a majority of the shares outstanding and entitled to vote at the 2022 Annual Meeting | | | No | |
Name
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Age
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Length of Service as Director
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Position with the Company
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Angela Strand | | | 53 | | | Since 2020 | | |
Chairman of the Board
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Joseph B. Anderson, Jr. | | | 79 | | | — | | | Director Nominee | |
Laura J. Soave | | | 49 | | | — | | | Director Nominee | |
Name
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Age
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Position with the Company
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Daniel A. Ninivaggi | | |
57
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Director, Chief Executive Officer
(Class I director, term ends at 2024 Annual Meeting) |
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David T. Hamamoto | | |
62
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Director, Chairman of the Nominating and Corporate Governance Committee
(Class III director, term ends at 2023 Annual Meeting) |
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Keith Feldman | | |
45
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Director, Chairman of the Audit Committee and Compensation Committee Member
(Class III director, term ends at 2023 Annual Meeting) |
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Jane Reiss | | |
60
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Director, Audit Committee Member
(Class I director, term ends at 2024 Annual Meeting) |
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Dale Spencer | | |
64
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Director, Chairman of the Compensation Committee and Nominating and Corporate Governance Committee Member
(Class I director, term ends at 2024 Annual Meeting) |
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Michael Gates | | |
61
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Director and Member of the Nominating and Corporate Governance Committee
(Class II director, term ends at 2022 Annual Meeting) |
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Martin J. Rucidlo | | |
64
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Director and Member of the Audit Committee
(Class II director, term ends at 2022 Annual Meeting) |
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FEE CATEGORY
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2021
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2020
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Audit Fees
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| | | $ | 1,262,957 | | | | | $ | 950,158 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | $ | 6,640 | | | | | | 92,825 | | |
Total Fees
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| | | $ | 1,269,597 | | | | | $ | 1,042,983 | | |
FEE CATEGORY
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2021
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2020
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Audit Fees
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| | | $ | — | | | | | $ | 67,465 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
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| | | | — | | | | | | — | | |
Total Fees
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| | | $ | — | | | | | $ | 67,465 | | |
Fiscal Year
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Options
Granted |
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Common Shares,
Time-Based Restricted Shares and RSUs Granted |
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Performance
Units Granted at Maximum |
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RSUs
Earned |
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Basic Weighted
Average of Shares Outstanding |
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2021
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| | | | 5,545 | | | | | | 6,114 | | | | | | 300 | | | | | | 50 | | | | | | 180,722 | | |
2020
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| | | | 1,021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 96,716 | | |
2019
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| | | | 4,436 | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,279 | | |
Use of Shares
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Number of
Shares as of December 30, 2021 |
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Total outstanding options, with a weighted-average exercise price of $10.76 per share and
weighted average remaining term of 7.8 years |
| | | | 6,741 | | |
Total outstanding full value awards(1)
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| | | | 6,262 | | |
Total shares available for new grants under 2020 Plan
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| | | | 1,809 | | |
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Total Number of Directrors
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| | | | 8(1) | | |
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Female
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Male
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Non-
Binary |
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Did Not
Disclose Gender |
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Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
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| | | | 2 | | | | | | 4 | | | | | | | | | | | | 0 | | | | | | 2 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
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| | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |
Alaskan Native or Native American
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| | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |
Asian
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| | | | 0 | | | | | | 1 | | | | | | | | | | | | 0 | | | | | | 0 | | |
Hispanic or Latinx
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| | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |
Native Hawaiian or Pacific Islander
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| | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |
White
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| | | | 3 | | | | | | 2 | | | | | | | | | | | | 0 | | | | | | 0 | | |
Two or More Races or Ethnicities
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| | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |
LGBTQ+
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| | | | | | | | | | | | | | | | 0 | | | | | | | | | | | | | | |
Did Not Disclose Demographic Background
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| | | | | | | | | | | | | | | | 2 | | | | | | | | | | | | | | |
Name
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Age
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Position
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Daniel A. Ninivaggi | | | 57 | | | Chief Executive Officer | |
Adam Kroll | | | 47 | | | Executive Vice President and Chief Financial Officer | |
Edward T. Hightower | | | 56 | | | President | |
Jane Ritson-Parsons | | | 59 | | | Executive Vice President — Chief Commercial Officer | |
Melissa A. Leonard | | | 52 | | | Executive Vice President, General Counsel & Secretary | |
Name
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Age
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Position
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Daniel A. Ninivaggi | | | 57 | | | Chief Executive Officer (current PEO) (since August 26, 2021) | |
Adam Kroll | | | 47 | | | Executive Vice President and Chief Financial Officer (since October 25, 2021) | |
Jane Ritson-Parsons | | | 59 | | | Executive Vice President — Chief Commercial Officer | |
Stephen S. Burns | | | 62 | | | Former Chairman of the Board and Former Chief Executive Officer (former PEO) (through June 14, 2021) | |
Angela Strand | | | 53 | | | Former Executive Chair (former PEO) (from June 18, 2021 through August 26, 2021) | |
Thomas V. Canepa | | | 62 | | | Former General Counsel and Corporate Secretary (through December 17, 2021) | |
Chuan D. (John) Vo | | | 49 | | | Former Vice President of Propulsion (through February 25, 2022) | |
NAMED EXECUTIVE OFFICER
AND PRINCIPAL POSITION |
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YEAR
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SALARY
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BONUS
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STOCK
AWARDS(1) |
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OPTION
AWARDS(1) |
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ALL
OTHER COMPENSATION(2) |
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TOTAL
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Daniel A. Ninivaggi
Chief Executive Officer (since August 26, 2021) |
| | | | 2021 | | | | | $ | 236,538(3) | | | | | $ | 160,740 | | | | | $ | 3,857,000 | | | | | $ | 1,309,770 | | | | | $ | — | | | | | $ | 5,564,048 | | |
Adam Kroll
Chief Financial Officer (since October 25, 2021) |
| | | | 2021 | | | | | $ | 69,231 | | | | | | — | | | | | $ | 1,307,500 | | | | | $ | 400,440 | | | | | | — | | | | | $ | 1,777,171 | | |
Jane Ritson-Parsons
Executive Vice President — Chief Commercial Officer |
| | | | 2021 | | | | | $ | 200,000 | | | | | $ | 100,000 | | | | | $ | 3,993,500 | | | | | | — | | | | | $ | 2,677 | | | | | $ | 4,296,177 | | |
Angela Strand
Former Executive Chair (from June 18, 2021 to August 26, 2021) |
| | | | 2021 | | | | | $ | 500,000 | | | | | | — | | | | | $ | 900,521 | | | | | | — | | | | | | — | | | | | $ | 1,400,521 | | |
Stephen S. Burns
Former Chief Executive Officer (through June 14, 2021) |
| | | | 2021 | | | | | $ | 258,654 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 230,769 | | | | | $ | 489,423 | | |
| | | 2020 | | | | | $ | 269,266 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 269,266 | | | ||
Thomas V. Canepa
Former General Counsel & Corporate Secretary (through December 17, 2021) |
| | | | 2021 | | | | | $ | 397,885 | | | | | | | | | | | $ | 2,282,000 | | | | | $ | 190,805 | | | | | $ | 1,358 | | | | | $ | 2,872,048 | | |
| | | 2020 | | | | | $ | 292,345 | | | | | | — | | | | | | — | | | | | $ | 88,040 | | | | | | — | | | | | $ | 380,385 | | | ||
Chuan D. (John) Vo
Former Vice President of Propulsion (through February 25, 2022) |
| | | | 2021 | | | | | $ | 301,923 | | | | | | — | | | | | $ | 2,496,500 | | | | | $ | 154,707 | | | | | | — | | | | | $ | 2,953,130 | | |
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Option Awards
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Stock Awards
|
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Name
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Grant date
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Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market
value of shares or units of stock that have not vested ($)(1) |
| |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested |
| |
Equity
incentive plan awards: market or payout value of unearned shares(1), units or other rights that have not vested |
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Daniel A. Ninivaggi
|
| | | | 8/26/21(2) | | | | | | — | | | | | | 700,000 | | | | | $ | 5.51 | | | | | | 8/26/31 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/26/21(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 700,000 | | | | | $ | 2,415,000 | | | | | | — | | | | | | — | | | ||
Adam Kroll
|
| | | | 10/13/21(3) | | | | | | — | | | | | | 200,000 | | | | | $ | 5.12 | | | | | | 10/13/31 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 10/13/21(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | $ | 862,500 | | | | | | — | | | | | | — | | | ||
Jane Ritson-Parsons
|
| | | | 6/13/21(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 350,000 | | | | | $ | 1,207,500 | | | | | | — | | | | | | — | | |
Angela Strand
|
| | | | 2/5/21(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,164 | | | | | $ | 21,266 | | | | | | — | | | | | | — | | |
| | | 2/5/21(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,164 | | | | | $ | 21,266 | | | | | | — | | | | | | — | | | ||
| | | 6/13/21(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | ||
Stephen S. Burns
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Thomas V. Canepa
|
| | | | 11/1/19(8)(9) | | | | | | 702,703 | | | | | | — | | | | | $ | 1.79 | | | | | | 11/1/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/14/20(8)(9) | | | | | | 81,386 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/13/30 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/5/21(10) | | | | | | — | | | | | | 18,500 | | | | | $ | 26.77 | | | | | | 2/4/31 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 6/13/21(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | $ | 690,000 | | | | | | — | | | | | | — | | | ||
Chuan D. (John) Vo
|
| | | | 2/14/20(8)(12) | | | | | | 74,433 | | | | | | 149,093 | | | | | $ | 1.79 | | | | | | 2/13/30 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/5/21(13) | | | | | | — | | | | | | 15,000 | | | | | $ | 26.77 | | | | | | 2/4/31 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 6/13/21(14) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | $ | 690,000 | | | | | | — | | | | | | — | | | ||
| | | 12/7/21(1)(15) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,000 | | | | | $ | 690,000 | | |
NAME
|
| |
FEES
EARNED OR PAID IN CASH ($)(1) |
| |
STOCK
AWARDS ($)(2) |
| |
ALL OTHER
COMPENSATION |
| |
TOTAL
|
| ||||||||||||
David T. Hamamoto
|
| | | $ | 71,413 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 401,413 | | |
Keith Feldman
|
| | | $ | 80,982 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 410,982 | | |
Jane Reiss
|
| | | $ | 71,803 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 401,803 | | |
Dale Spencer
|
| | | $ | 74,619 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 404,619 | | |
Michael Gates
|
| | | $ | 66,823 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 396,823 | | |
Angela Strand
|
| | | $ | 68,025 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 398,025 | | |
Martin J. Rucidlo
|
| | | $ | 72,070 | | | | | $ | 330,000 | | | | | | — | | | | | $ | 402,070 | | |
Mick Kowitz(3)
|
| | | $ | 46,674 | | | | | $ | — | | | | | | — | | | | | $ | 46,674 | | |
| | |
Common Stock Beneficially Owned
|
| | | | | | | |||
Name and Address of Beneficial Owner
|
| |
Number of
Shares of Class A Common Stock Beneficially Owned |
| |
Percent of Class A
Common Stock Outstanding |
| ||||||
Directors and Named Executive Officers (Current Officers)
|
| | | | | | | | | | | | |
Keith Feldman(1)
|
| | | | 234,645 | | | | | | * | | |
Michael Gates
|
| | | | 18,320 | | | | | | * | | |
David T. Hamamoto(2)
|
| | | | 4,229,135 | | | | | | 2.13% | | |
Jane Reiss(3)
|
| | | | 147,923 | | | | | | * | | |
Martin J. Rucidlo
|
| | | | 20,754 | | | | | | * | | |
Dale Spencer(3)
|
| | | | 147,923 | | | | | | * | | |
Angela Strand
|
| | | | 58,219 | | | | | | * | | |
Daniel A. Ninivaggi
|
| | | | 20,000 | | | | | | * | | |
Adam Kroll
|
| | | | — | | | | | | * | | |
Jane Ritson-Parsons
|
| | | | — | | | | | | * | | |
Named Executive Officers (Former Officers) | | | | | | | | | | | | | |
Stephen S. Burns(4)
|
| | | | 35,362,745 | | | | | | 17.9% | | |
Thomas V. Canepa(5)
|
| | | | 698,059 | | | | | | * | | |
Chuan D. (John) Vo(6)
|
| | | | 227,641 | | | | | | * | | |
All Current Directors and Executive Officers, as a group (12 individuals)(7)
|
| | | | 5,033,570 | | | | | | 2.53% | | |
Five Percent Holders | | | | | | | | | | | | | |
The Vanguard Group(8)
|
| | | | 11,264,704 | | | | | | 5.73% | | |
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights(1) (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights(2) (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
Equity compensation plans approved by stockholders
|
| | | | 13,003 | | | | | $ | 10.76 | | | | | | 1,809 | | |
Equity compensation plans not approved by stockholders
|
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total
|
| | | | 13,003 | | | | | $ | 10.76 | | | | | | 1,809 | | |
By: |
|