Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
This compensation discussion and analysis describes the principles underlying our executive compensation program and discusses how those principles affected our policies and decisions regarding the compensation of our named executive officers. This compensation discussion and analysis includes disclosures on a voluntary basis given our status as a smaller reporting company.
EXECUTIVE SUMMARY FOR 2021
Overview. In 2021, RealNetworks made progress on key growth initiatives and made a leadership change in the Games segment making 2021 a solid year strategically. While the COVID-19 pandemic continued to add complexity, uncertainty and risk to nearly all aspects of the business, we continued our strategic transformation to an Artificial Intelligence and Machine Learning based company and stabilizing the businesses. Our key growth initiatives, SAFR and KONTXT had substantial revenue growth of 44% and 14%, respectively offsetting some of the revenue lost from the Games segment and Foundation businesses. Games revenue that had considerable growth in 2020 was down 16% in 2021 resulting in the overall revenue of the business declining compared to the previous year. As a result, we brought in an outstanding new leader for our Games business, who, in our view, will drive meaningful growth to the games beyond 2023. We ended 2021 with a strong balance sheet with $27.1 million of cash and no debt.
Throughout 2021, Chairman and Chief Executive Officer Rob Glaser drove the company’s efforts together with a strong leadership team comprising of Michael Ensing, President and Chief Operating Officer, Michael Parham, General Counsel, and Christine Chambers, Chief Financial Officer, who joined during the first quarter of 2021 following the departure of Judd Lee.
Aligning the compensation of our management team with our overall corporate strategy and growth plans, our compensation program is substantially performance-based and aims to encourage the performance necessary to drive growth and profitability for RealNetworks. Generally, our compensation philosophy and program for 2021 were consistent with prior years. The compensation package for our only executive officer hired in 2021, Christine Chambers was also in line with our new-hire compensation levels for business executives.
Financial Results. Overall, our 2021 financial results reflect efforts to advance key growth initiatives, enhance profitability, and improve cost structure. Consolidated revenue from continuing operations declined by 14.5% from 2020 when calculated in accordance with U.S. generally accepted accounting principles, or GAAP. While the revenue from our key growth initiatives, SAFR and KONTXT increased by 44% and 14% respectively, it was not enough to offset the declines in our Games and Foundation businesses. Consumer Media revenue in 2021 declined $2.3 million year-over-year, driven by declines in our legacy PC business and lumpiness in our IP business. Games revenue for the year was down $4.5 million compared to the prior year. The decrease was due to sales declines in both our legacy and free-to-play mobile games.
Total operating expenses in 2021 were $65.3 million compared to $56.6 million in the prior year. The increase was primarily due to the $8.6 million favorable fair value adjustment in 2020 related to the contingent consideration from our
Napster acquisition compared to the $1 million favorable adjustment in 2021. Net loss attributable to RealNetworks increased from a loss of $4.8 million in 2020 to a loss of $21.2 million in 2021. Adjusted EBITDA also declined from a loss of $8.6 million in 2020 to a loss of $13.8 million in 2021. Adjusted EBITDA for 2021 consisted of GAAP net income (loss) including noncontrolling interests, excluding interest income (expense); income tax expense; (gain) loss on equity and other investments, net; foreign currency (gain) loss; acquisitions-related intangible asset amortization; depreciation and amortization; fair value adjustments to contingent consideration liability; restructuring and other charges; and stock-based compensation.
Our incentive bonus program for 2021 was based on achievement against financial goals related to revenue and contribution margin achievement, as well as achievement against strategic objectives largely focused on driving our key growth initiatives. The program paid out to Mr. Glaser at a lower level than for 2020, primarily due to the achievement against the 2021 financial results. Mr. Ensing’s bonus payout was also less in 2021. His 2020 payout reflected a guaranteed amount based on negotiations surrounding his recruitment to join the company. Mr. Parham’s 2021 bonus payout was higher than for 2020 based on partial achievement against the financial goals and strong achievement of his strategic goals. The 2021 bonus payout for Christine Chambers reflected a guaranteed amount based on negotiations surrounding her recruitment to join the company in February 2021.
Management Team. The executive compensation program is designed to aggressively drive company performance by encouraging successful execution of our growth and strategic initiatives.
Our named executive officers for 2021 include the following executive officers:
Robert Glaser Founder, Chairman and Chief Executive Officer
Michael Ensing President & Chief Operating Officer
Michael Parham Senior Vice President, General Counsel and Corporate Secretary
Christine Chambers Senior Vice President, Chief Financial Officer and Treasurer (joined RealNetworks on February 22, 2021)
As a smaller reporting company, we have four named executive officers for fiscal year 2021.
Pay for Performance. Our Compensation Committee supports a pay-for-performance philosophy, with the goal of having a substantial part of our executive compensation program consisting of performance-based compensation. This is reflected in our annual performance-based incentive bonus plan, which we also refer to as our Executive Bonus Plan, which provides eligible executives the opportunity to earn a bonus upon achieving pre-established performance objectives, all of which are weighted toward financial and strategic objectives of our businesses. In 2021, all our named executive officers participated in the Executive Bonus Plan.
Due to the company’s pay-for-performance philosophy, actual compensation paid to our named executive officers varies with the company’s performance in achieving financial and strategic objectives and the executive’s individual performance. We
believe that our emphasis on pay for performance provides appropriate incentive to our executives to achieve important business objectives of the company and better aligns the interests of our executives with that of our shareholders.
Please note that for 2021 we defined “contribution margin by reportable segment” as operating income (loss) including other income (expense) net but excluding the impact of the following: depreciation and amortization; acquisitions-related intangible asset amortization; fair value adjustments to contingent consideration liability; stock-based compensation; restructuring and other charges; and foreign currency (gain) loss.
2021 Compensation Highlights.
Highlights relating to our named executive officers, generally:
•Three of our four 2021 named executive officers were also named executive officers in 2020; the fourth named executive officer rejoined RealNetworks in 2021.
•Of our continuing executive officers, only Mr. Parham received an increase to his annual base salary during 2021.
•The 2021 financial results led to a lower incentive bonus payout for Mr. Glaser than prior year and also for Mr. Ensing since he had a guaranteed amount that had been competitively negotiated at the time of his hiring. Mr. Parham had a higher payout in 2021 due to achievement against his aligned financial metrics and strategic goals. Ms. Chambers’ payout reflected a guaranteed amount negotiated during hiring.
•Mr. Glaser received a salary replacement option in the form of a long-term equity award in 2021 (discussed in next section). Mr. Parham received long-term equity awards in the form of stock options and restricted stock units in 2021. Ms. Chambers was granted new-hire equity awards in the form of stock options and restricted stock as an inducement to join RealNetworks. Ms. Chambers received a second stock option grant in August 2021. Mr. Ensing did not receive any equity award in 2021.
Highlights relating to our CEO:
•Mr. Glaser’s cash base salary, which is subject to annual review by the Compensation Committee, remained the same as the prior year and was below the median of our peer group.
•Pursuant to the 2021 Executive Bonus Plan, Mr. Glaser was awarded a cash payout tied to achievement of pre-established financial and strategic objectives. Due to the financial results, Mr. Glaser’s incentive bonus payout was below target, and also lower than his payout for 2020.
•Mr. Glaser was granted a long-term equity award on July 21, 2021. This award was fully in the form of a stock option, scheduled to vest over 12 months, granted in lieu of cash salary for 2021, thus making a portion of his annual salary more performance-based and less guaranteed than if his salary had been paid solely in cash. We view these options as naturally performance-based as they only provide value to the CEO if our stock price increases above the closing price on the grant date. There was no premium added to the option
value when replacing the cash salary (i.e., $75,000 of salary for 2021 was granted as options in 2021 based on the Black-Sholes value on the date of grant). The company does not view the CEO's salary replacement option as long-term incentive compensation.
•Our CEO’s total direct compensation for 2021 was lower than in 2020, primarily due to a lower payout on his incentive bonus. Mr. Glaser’s total direct compensation was also far below the median for peer group CEOs.
EXECUTIVE COMPENSATION PROGRAM PHILOSOPHY AND ELEMENTS
The overall objectives of our executive compensation program are to provide compensation at competitive levels in order to recruit and retain talented executives, motivate our executives to achieve our strategic and financial objectives, and provide incentives to help align the interests of our executives with the interests of our shareholders.
Our executive compensation program provides the following three primary elements of compensation:
•Base salary. Our named executive officers receive base salary so that we can recognize them for their day-to-day contributions and provide competitive pay that encourages retention and recruitment. Base salaries are subject to annual review by our Compensation Committee.
•Annual performance-based incentive bonus. We establish a performance-based incentive bonus plan on an annual basis, under which our named executive officers each have an opportunity to earn a bonus, typically paid in cash (although 75% of Mr. Glaser’s 2020 bonus payout was made in the form of fully vested restricted stock units granted in the first quarter of 2021), upon achievement of certain performance objectives derived from the internal strategic plan we establish for the company each year. The bonuses are intended to motivate our executives to achieve our financial and strategic objectives. These bonuses are typically not guaranteed, except sometimes in the case of newly hired executives.
•Long-term equity compensation. We provide equity-based compensation to our named executive officers to better align their interests with the interests of our shareholders as well as to motivate our officers to enhance the long-term performance of RealNetworks. Equity awards also are an important retention tool for us because the awards typically vest over a multi-year period.
These elements provide incentives to encourage our executives to appropriately balance their focus between our short-term and long-term strategic goals.
We believe that there are multiple, dynamic factors that contribute to the success of our businesses and the individuals that lead those businesses. Moreover, we recognize that our business and the industry in which we operate are constantly evolving and highly competitive in nature. Our approach to executive compensation, therefore, has been to avoid adopting a strict, formulaic structure and to instead allow for a more nuanced and customized system. Under our executive compensation program, we consider the needs of our businesses and our company as a whole; design various elements of compensation to drive our executives and their teams to meet or exceed company goals and objectives; and take into account competitive
practices in order to achieve our recruiting and retention needs. Consistent with our desire to maintain competitive practices and achieve our recruiting and retention goals, in addition to our three primary elements of compensation, our executive compensation packages also contain certain severance and change in control arrangements; some targeted, one-time bonuses; and retirement and other generally available, broad-based benefits. In general, we provide very limited executive perquisites, and we do not provide our executives with tax gross ups or supplemental retirement plans.
EXECUTIVE COMPENSATION DECISION-MAKING PROCESS
The Roles of our Board, Compensation Committee and Chief Executive Officer. Our Compensation Committee’s purpose is to discharge the Board of Director’s responsibilities relating to the compensation of our executive officers and the adoption of policies that govern our compensation and benefits programs, other than with respect to our chief executive officer’s compensation. Our Compensation Committee reviews and recommends the chief executive officer’s compensation, which is subject to the approval of the Board. The Board is able to make any adjustments that it may determine are appropriate with respect to our chief executive officer’s compensation. The Compensation Committee determines all compensation for our other named executive officers. At the invitation of our Compensation Committee, our chief executive officer provides input regarding the performance and appropriate compensation of the other named executive officers. The Compensation Committee gives considerable weight to the chief executive officer’s assessment of the other named executive officers because of his direct knowledge of each executive’s role, performance and contributions. During 2021, our chief executive officer attended all Compensation Committee meetings at the request of the Compensation Committee. However, no executive officer was present for the portion of a Compensation Committee meeting during which his or her own compensation was discussed or determined.
The Role of the Compensation Consultant. Our Compensation Committee has selected and directly retains the services of Frederic W. Cook & Co., Inc., an independent executive compensation consulting firm. F.W. Cook does not provide any other services to RealNetworks and works with our management only on matters for which the Compensation Committee is responsible. The Compensation Committee has assessed the independence of F.W. Cook pursuant to SEC rules and concluded that no conflict of interest exists that would prevent F.W. Cook from serving as an independent consultant to the Compensation Committee. The Compensation Committee periodically seeks input from F.W. Cook on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. F.W. Cook also provides general observations on our compensation programs, but it does not determine or recommend the amount or form of compensation for our named executive officers. A representative of F.W. Cook attends Compensation Committee meetings from time to time, when requested by the Compensation Committee.
The Role of Peer Groups and Surveys. In early 2016, with the oversight of our Compensation Committee, F.W. Cook performed an executive compensation review that included identifying a peer group of companies (the “Peer Group”) to be used by us for the purpose of comparing our executive compensation to the market. This 2016 market analysis was used by the Compensation Committee to evaluate 2016, 2017, 2018, 2019, 2020 and 2021 executive compensation levels, including long-term equity incentive compensation.
The companies in the Peer Group were selected based on being publicly traded, U.S.-based software and media content companies, and were selected to reflect our smaller size following organizational changes around that time and, in our view, were competitors of ours for purposes of recruiting executive talent. The companies comprising the Peer Group still actively trading are:
Angi Inc. (fka Angie’s List, Inc.) eGain SeaChange International, Inc.
AutoWeb, Inc. (fka Autobytel Inc.) Glu Mobile Spark Networks, Inc.
Avid Technology, Inc. Harmonic Inc. TechTarget, Inc.
Blucora, Inc. Limelight Networks, Inc. Travelzoo Inc.
Brightcove Inc. Marchex, Inc. XO Group Inc.
DHI Group QuinStreet, Inc.
We consider multiple data sources for assessing our compensation practices. In addition to our Peer Group analysis, we also refer to Aon Radford Global Compensation Database for technology industry companies, or the Survey Data. Although we consider competitive market data regarding compensation in order to achieve our goals to recruit and retain our executives, we do not attempt to maintain a certain target percentile within a peer group, nor do we rely solely on such market data. Our management and the Compensation Committee strive to incorporate flexibility into our compensation programs and the assessment process so that we are able to respond to and adjust for the evolving business environment and the value delivered by our named executive officers. In addition to competitive data, we may take into account a variety of other factors, for example, general market conditions, internal equity, an individual’s level of responsibilities, as well as an individual’s recent or future expected contributions.
Consideration of Say-on-Pay Vote Results. We provide our shareholders with the opportunity to cast an annual advisory vote on executive compensation. At our 2021 annual meeting of shareholders, which took place last December, our shareholders approved the compensation of our named executive officers as disclosed in our 2021 proxy statement by a vote of approximately 99% of the votes cast on the proposal. By the time that this vote was conducted, some of the decisions relating to the 2021 compensation of our executive officers had been made, so the 87% support of shareholders at the 2020 annual meeting was also considered. We highly value the input of our shareholders, and, the Compensation Committee, with input from F.W. Cook, has carefully considered the results of the 2021 say-on-pay vote. The Compensation Committee will continue to consider the results of the annual say-on-pay vote and specific shareholder input in determining 2022 and future compensation programs for our executive officers.
2021 COMPENSATION
Chief Executive Officer Compensation
Upon recommendation of the Compensation Committee as advised by F.W. Cook and after considering the company’s compensation strategy, internal factors, performance, competitive factors and applicable regulatory requirements, the Board
determined Mr. Glaser’s compensation for 2021, which was substantially consistent with the compensation package structure that he has had since returning to the CEO role in July 2014. For 2021, Mr. Glaser’s compensation package included (i) an annualized cash base salary of $525,000 and an additional $75,000 of salary to be paid in the form of an option; (ii) an annual incentive bonus opportunity equal to 100% of his annual cash base salary, payable upon the achievement of certain performance objectives set by the Board; (iii) severance arrangements as more fully described below; (iv) certain perquisites, which for 2021 included facilities-related costs attributable to his personal assistant; and (v) generally available employee benefits.
The annualized total compensation value targeted by the Compensation Committee for Mr. Glaser, assuming all bonus goals were achieved, was below the median for peer chief executives in F.W. Cook’s 2016 executive compensation review, and Mr. Glaser’s actual 2021 compensation was also below the median of the total compensation for chief executive officers in the Peer Group companies.
Cash Salary and Salary Option. Mr. Glaser's annual base salary was intended to remain consistent with prior years at $600,000, with $525,000 to be paid in cash and $75,000 to be paid in the form of an option (with such dollar value to be equal to the option’s grant date fair value determined in accordance with GAAP).
With regard to the salary replacement option that comprised a portion of his annual base salary, consistent with prior years, the Compensation Committee determined that part of Mr. Glaser’s base salary would be provided as a stock option in order to base a higher proportion of his compensation on the company’s performance. The stock option in lieu of salary for 2021, granted on July 21, 2021, covered 66,416 shares of our common stock with an exercise price equal to $1.96 per share, which was the closing price of our common stock on the date of grant. Because these were in lieu of a portion of annual salary, the salary replacement option vested ratably each month over the year until fully vested as of December 31, 2021, subject to Mr. Glaser's continued employment with us through each such vesting date. This salary replacement option was granted pursuant to the 2005 Stock Incentive Plan, or 2005 Plan.
Annual Performance-Based Incentive Bonus. The Board determined that Mr. Glaser would be eligible to participate in the 2021 Executive Bonus Plan, which is discussed in further detail below. His target bonus opportunity was equal to 100% of his cash base salary, based upon achievement of pre-established company revenue and contribution margin goals, and strategic goals, all of which are set forth in the discussion below. At the time of adoption of the 2021 Executive Bonus Plan, the Compensation Committee determined that any bonuses approved pursuant to the plan would be paid to executives in cash or in the form of fully vested RSUs, or some combination thereof. During the first quarter of 2022, the Board approved a bonus for Mr. Glaser, pursuant to the 2021 Executive Bonus Plan, equal to $131,250 or 25% of his cash base salary paid fully in cash. The incentive bonus payout was lower than in the prior year because, as discussed in more detail below, the financial goals were not achieved, while the strategic objectives were achieved.
Long-Term Equity Award. On March 15, 2021, the Board, upon recommendation of the Compensation Committee, granted to Mr. Glaser 66,399 fully vested RSUs awarded in lieu of cash as partial payment of his 2020 incentive bonus.
Additionally, Mr. Glaser received his 2021 salary replacement option. No other equity awards were granted to Mr. Glaser in 2021.
Stock Ownership Guidelines. While he serves as our chief executive officer, Mr. Glaser is expected to hold shares of our common stock equal to at least ten times his annual base salary. Mr. Glaser continued to meet this stock ownership threshold for fiscal year 2021.
Base Salaries
Base salaries for our named executive officers are determined for each executive based on position, responsibility, experience and competitive market data. Base salaries are adjusted from time to time to recognize various levels of responsibility, promotions, individual performance, market conditions and internal equity issues. Rather than applying a formulaic approach, the Compensation Committee awards base salaries for our named executive officers within the context of our overall merit increase system considering level of responsibility, individual performance, market competitive factors, and the critical role of the executive in our future growth and strategy. The base salaries for our named executive officers were evaluated against the Peer Group data generated by F.W. Cook in its 2016 review and the Survey Data. As a result of that assessment and other factors, including Mr. Parham’s strong performance and that Mr. Parham’s salary had remained the same since 2018, an increase to the base salary for Mr. Parham was approved in 2021 from $325,000 to $350,000, and the base salary for Mr. Ensing remained unchanged from the prior year. Ms. Chambers’ annual base salary of $330,000 was established in connection with her hire. The Compensation Committee and Board believed that such salary amount was appropriate in order to recruit Ms. Chambers to join the company and based on her roles and responsibilities at the company.
Annual Performance-Based Incentive Bonuses
In August 2021, the Compensation Committee established our 2021 Executive Bonus Plan, which is our performance-based incentive bonus program, in order to motivate and reward an individual’s annual contribution to company performance. The Executive Bonus Plan is administered pursuant to the 2005 Plan. The Executive Bonus Plan pays an annual bonus, historically in the form of cash, to executives based on the achievement of pre-established financial and strategic objectives consistent with our internal strategic plan previously established by the Board in consultation with management.
Payouts approved under the 2021 Executive Bonus Plan were paid 100% in cash to our senior executives. For payouts in each of the past several years, however, an independent determination has been made based on liquidity needs as to whether incentive bonuses should be paid out in the form of cash or equity or some combination of the two. In 2018, the Compensation Committee determined that the payouts approved under the 2018 Executive Bonus Plan would be paid 100% in the form of fully vested RSUs. In 2017 and 2016, bonuses were paid 50% in cash and 50% in equity, and in 2015 100% of the bonus was paid in equity. Because incentive bonuses have, for the predominant part of the company’s history, been paid only in cash and the primary purpose for payment in equity is cash preservation, the Compensation Committee considers payouts under the incentive bonus program to be part of the cash compensation package for executives. There has been no determination by the Compensation Committee as to what form future payouts under the incentive bonus program will take. Accordingly, for purposes of this Compensation Discussion and Analysis and the compensation tables that follow, we report bonus payouts,
whether in cash or in the form of fully vested equity, in the year in which the bonus is earned rather than the year in which it is paid, and we do not consider these bonus equity grants to be part of an executive’s equity compensation.
Each of our named executive officers was eligible to participate in the 2021 Executive Bonus Plan. Mr. Glaser and Mr. Ensing each had a target bonus opportunity equal to 100% of annual cash base salary, and Mr. Parham and Ms. Chambers each had a target bonus opportunity equal to 75% of annual cash base salary. The maximum bonus payable under the 2021 Executive Bonus Plan for each named executive officer was 187.5% of his or her target bonus opportunity amount. The Compensation Committee reviewed the targets and deemed them appropriate based on internal equity considerations and the desire to emphasize teamwork to achieve the company’s performance objectives. Pursuant to her employment agreement and in order to provide the appropriate incentive to join RealNetworks, Ms. Chambers’ 2021 bonus was guaranteed, though prorated based on her date of hire.
The following elements were applicable to our 2021 Executive Bonus Plan:
•Performance Criteria - The financial performance criteria used to determine the annual bonuses for the participating named executive officers were revenue and contribution margin by reportable segments. The Compensation Committee’s philosophy is to establish performance goals for executives that reflect our strategy of producing financial results that (a) are in the interests of our company and shareholders, (b) have a degree of difficulty that the Compensation Committee considers to be challenging but achievable with significant effort and skill, and (c) require a high level of financial performance in the context of the present state of our business and the annual budget.
Consistent with this strategy, the Compensation Committee established revenue goals as performance metrics under the 2021 Executive Bonus Plan. We consider revenue to be a key driver of our growth and success. The plans for Mr. Glaser, Mr. Ensing and Mr. Parham included a revenue metric for the SAFR business for the second half of 2021, weighted 25% of their potential bonus. Additionally, Mr. Glaser and Mr. Ensing were measured against total company revenue for the second half of 2021, excluding the Scener business, which spun off in 2021, also weighted 25% of their potential bonus. Mr. Parham was measured against total company revenue for the second half of 2021, excluding the Scener business which spun off, and Games, since he did not have regular oversight for Games, weighted 25% of his potential bonus. The plan’s revenue metrics were tied to second half of the fiscal year’s performance because the Compensation Committee believed setting specific and more aggressive goals for each of the third and fourth quarters would be important for the success of the business for the year and going into 2022, and given that the 2021 Executive Bonus Plan was adopted in August 2021. The Compensation Committee adopted the 2021 Executive Bonus Plan later than typically done in past years, since the first half of 2021 had involved various one-time activities that could impact the company’s financial metrics, including for example the spin-off of the Scener business and sale of Napster.
In order to reward our executives for maintaining fiscal responsibility, continuing our efforts to reduce operating costs, and achieving profitability, the Compensation Committee also established a performance metric under the 2021 Executive Bonus Plan tied to contribution margin, representing 25% of the potential bonus. Please note that contribution
margin by reportable segment is a non-GAAP financial measure used by management, beginning in 2016, in reporting financial results and, for 2021, was defined by the company as operating income (loss) plus other income (expense) net, but excluding depreciation and amortization, acquisitions-related intangible asset amortization, fair value adjustments to contingent consideration liability, stock-based compensation, restructuring and other charges, and foreign currency (gain) loss.
Performance criteria for our named executive officers also included non-financial strategic goals intended to motivate each executive and the executive team as a whole to accomplish specific goals that would drive our growth and strong financial performance. These strategic goals, representing 25% of the potential bonus, included goals that were shared by the full executive team and goals that were specific to individual executives. The shared goals encompassed, in part, driving revenue growth, implementing successful commercial product launches, and achieving budget goals, and the individual goals generally related to leadership, collaboration and teamwork, and contribution to strategic outcome, with some goals tied directly to achievement of certain key performance indicators. Any payout for achievement of these strategic goals was capped at 150% of the portion of the target bonus opportunity allocated to such goals (based on the 25% weighting).
•Performance Targets and Actual Performance - Target performance goals for the financial criterion were set based on objectives in our internal strategic plan for 2021. The strategic plan for 2021 served as the basis for revenue and contribution margin targets under the Executive Bonus Plan. The following table shows the target and actual revenue and contribution margin goals that applied for 2021:
| | | | | | | | |
| 2021 Revenue Goals: | Target | Actual |
2nd Half Company Revenue, excluding Scener | $33.91M | $27.73M |
| | |
2nd Half Company Revenue, excluding Games & Scener | $20.30M | $16.38M |
| | |
2nd Half SAFR Revenue | $5.11M | $2.01M |
| | |
| 2021 Contribution Margin Goal: | | |
| Company Contribution Margin, excluding Scener | ($7.62M) | ($11.45M) |
| | |
| Company Contribution Margin, excluding Games & Scener | ($8.49M) | ($10.19M) |
| | |
Actual performance against the strategic goals set for 2021 was assessed for each executive during the first quarter of 2022. The Compensation Committee determined that the achievement against the revenue and contribution margin goals did not meet the threshold for a payout for the financial goals. The Compensation Committee determined that the strategic goals, which comprised 25% of total bonus opportunity, were fully achieved for Mr. Glaser and Mr. Ensing. Mr. Parham overachieved on his strategic goals. The bonus payouts for these named executive officers was based upon
their collective and individual achievement level. In connection with Ms. Chambers recruitment by the company, her bonus payout reflected a guaranteed payout, prorated from her date of hire.
• Payout Structure - The overall payout structure ensured that there was no ability for participants in the 2021 Executive Bonus Plan to earn awards greater than 125% for contribution margin or revenue performance unless revenue or contribution margin performance, respectively, was at least at target, the rationale for which was to emphasize the need for both growth and operational discipline.
The payout mechanics of the 2021 Executive Bonus Plan for the portions of the named executive officers’ bonus opportunities that were subject to the company’s two key financial metrics were as follows:
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|
| | |
Revenue |
Attainment (as a Percentage of Target) | | Incentive Payout (1) |
<90% | | No payout |
90% - 100% | | 50 - 100% |
100% - 120%+ | | 100% - 200% |
| | | | | | | | |
|
| | |
Contribution Margin |
Attainment (as a Percentage of Target) | | Incentive Payout (2) |
>$2M below budget | | No payout |
$2M below, up to budget | | 50 - 100% |
Budget to >$2M above | | 100% - 200% |
| | | | | | | | |
| |
(1) | Payout based on revenue goals was capped at 125% unless the contribution margin reached 100%. |
| | |
(2) | Payout based on contribution margin goals was capped at 125% unless the revenue attainment reached 100%. | |
Notwithstanding the performance and payout targets established under the 2021 Executive Bonus Plan, the Compensation Committee reserved the right to adjust performance and payout targets based on acquisitions or dispositions of assets and also decrease or eliminate an executive officer’s award before it was paid. Executive officers were required to be employed on the date award payments were made in order to be eligible to receive payment under the 2021 Executive Bonus Plan, except in the case of death or disability.
The dollar-equivalent payouts earned for performance under the 2021 Executive Bonus Plan were as follows:
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| Name | | Target % Payout under 2021 Executive Bonus Plan (as a percentage of base salary) | | Actual % Payout under 2021 Executive Bonus Plan (as a percentage of base salary) | | Actual $ Payout under 2021 Executive Bonus Plan |
| | | | | | |
| Rob Glaser | | 100.0% | | 25.0% | | $131,250 |
| Mike Ensing | | 100.0% | | 25.0% | | $118,750 |
| Michael Parham | | 75.0% | | 38.9% | | $129,700 |
| Christine Chambers (1) | | 75.0% | | n/a | | $126,000 |
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(1) In connection with her recruitment to RealNetworks, it was agreed that Ms. Chambers would receive a guaranteed bonus payout for 2021, prorated based on the date that she commenced employment at RealNetworks.
Special Cash Bonus Awards
From time to time, we utilize discretionary signing, promotion, retention or other bonus awards as compensation tools that provide incentives for executives to accept employment offers, to reward outstanding performance by executives and to retain key executives. We believe that these bonus awards are consistent with our overall executive compensation philosophy to achieve our recruiting and retention objectives as well as to allow discretion to address the needs of our businesses, which operate in a constantly evolving and highly competitive environment.
Signing Bonus. Pursuant to her employment agreement, Ms. Chambers received a $100,000 signing bonus. The Compensation Committee believed that this signing bonus was necessary to recruit Ms. Chambers to the company. The signing bonus is subject to repayment by Ms. Chambers on a prorated basis if she voluntarily leaves the company within 24 months of her hire date other than for good reason.
Discretionary Bonuses: Mr. Ensing, Mr. Parham, and Ms. Chambers each received a one-time discretionary bonus in the amount of $50,000 for their contributions to the public offering of common stock rolled out in April 2021. These one-time bonuses were paid in September 2021 after approval from the Compensation Committee.
The Role of Long-Term Equity Awards
Because the value of an equity award is dependent on our stock price, our equity compensation program is designed to align executive compensation with the interests of our shareholders and also with the long-term performance of RealNetworks. Equity compensation awards are also an important employee retention tool as they generally vest over a multi-year period, subject to continued service by the award recipient.
Consistent with the past several years, awards of stock options served as our primary equity vehicle for the 2021 executive compensation program. The rationale for this is to motivate executives to focus on increasing shareholder value. We also provide a smaller portion of equity compensation in the form of restricted stock units. The Compensation Committee and Board believe that a mix of options and restricted stock units is appropriate to balance the stronger incentive value of options with the stronger retentive value of restricted stock units; restricted stock units generally retain value based on the company’s stock price, whereas options deliver value to the recipient based only on increases in the company’s stock price following grant.
2021 Equity Awards. On August 20, 2021, the Compensation Committee granted the following equity awards to Mr. Parham and Ms. Chambers. These awards were in conjunction with broad-based equity award grants to employees. It was determined that Ms. Chambers should receive an additional award beyond her March new hire grants in light of her strong performance thus far since her hire, to balance her equity compensation which included options granted earlier in the year with a substantially higher per share exercise price, and to provide additional incentive to increase shareholder value:
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| Name | Number of Shares Subject to Options | Number of Shares Subject to Restricted Stock Units |
| Michael Parham | 250,000 | 50,000 |
| Christine Chambers | 40,000 | ― |
The time-based stock option granted to each such named executive officer has a per share exercise price equal to $1.61, the closing price of a share of our common stock on the grant date. Each of such option awards is scheduled to vest over four years, with 12.5% vesting upon the completion of six months of employment following the vesting commencement date, then as to an additional 12.5% at the expiration of each successive six months of continued employment. Mr. Parham’s RSUs are scheduled to vest as to 25% annually for each successive twelve months of continued employment. No options were granted to Mr. Glaser in 2021 other than his 2021 salary replacement option. No options or restricted stock units were granted to Mr. Ensing in 2021, after consideration of his substantial new hire grants. See the section entitled, “Chief Executive Officer Compensation” for a discussion of Mr. Glaser’s 2021 restricted stock unit award and salary replacement option compensation.
On March 16, 2021, the Compensation Committee granted the following equity awards to Ms. Chambers, in connection with the commencement of her employment with us:
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| Name | Number of Shares Subject to Options | Number of Shares Subject to Restricted Stock Units |
| Christine Chambers | 125,000 | 80,000 |
The time-based stock option granted to Ms. Chambers has a per share exercise price equal to $6.35, the closing price of a share of our common stock on the grant date. The option is scheduled to vest over four years, with 25% vesting on the one-year anniversary of the grant date, subject to continued employment, then as to as additional 12.5% at the expiration of each successive six months of continued employment. The time-based restricted stock units award granted to Ms. Chambers is scheduled to vest over four years, with 25% vesting on the one-year anniversary of the grant date, subject to continued employment, then as to as additional 12.5% at the expiration of each successive six months of continued employment. At the time of entry into an offer letter with Ms. Chambers in January 2021, the Compensation Committee contemplated that the company would grant Ms. Chambers an option to purchase 250,000 shares of company common stock in connection with her
hire. However, in March 2021, the Compensation Committee considered the then-ongoing discussions regarding the appropriate mix of equity awards under the executive compensation program being a combination of options and restricted stock units, as discussed further above, and granted a mix of options and restricted stock units to Ms. Chambers. The Compensation Committee believes that the mixed award was appropriate as part of the compensation package for Ms. Chambers.
Benefits, Perquisites, Severance and Certain Benefits in Connection with a Change in Control
Benefits. Benefits are part of a competitive compensation package to attract and retain employees, including executives. Our executive officers are eligible to participate in all of the benefit programs offered to employees in the geographic region in which their customary employment is based. These programs include medical, dental, vision, group life and disability insurance, a medical reimbursement plan, a transportation subsidy.
Our employees, including our named executive officers, are also eligible to participate in our 401(k) savings plan, a tax-qualified retirement savings plan pursuant to which all U.S.-based employees are able to contribute the lesser of up to 50% of their cash compensation (including base salary, bonuses, commissions and overtime pay) or the limit prescribed by the Internal Revenue Service to the plan on a before-tax basis. RealNetworks will match 50% of the first 3% of pay that is contributed to the 401(k) savings plan. All employee contributions to the 401(k) savings plan are fully vested upon contribution. Matching contributions by RealNetworks become fully vested after three years, or earlier upon attainment of retirement age (as defined by the plan) or death or disability while still employed by RealNetworks. Our executive officers are eligible to participate in the benefit programs described above on the same basis as our other employees.
Perquisites. We may offer other benefits to our employees and executive officers from time to time, including relocation packages, which benefits are typically offered to help us compete more effectively to attract or retain an executive officer. When hiring new executives, we may offer relocation benefits that are typically subject to prorated repayment if the executive voluntarily leaves his or her employment with RealNetworks other than for good reason (as defined in the offer letter) within 12 months of his or her start date. We also may provide reimbursement or payment for costs of professional development from time to time. These arrangements typically are integrally and directly related to the named executive officer’s performance of his or her duties, and therefore we do not consider them as perquisites. In 2021, for Mr. Glaser, we imputed $7,096 in costs associated with the occupancy of office space and parking in our headquarters building by Mr. Glaser’s personal assistant. Pursuant to his employment agreement, $210 in legal fees were paid by RealNetworks on behalf of Mr. Ensing. All of these amounts have been reported as taxable income to the respective executive and reported in the “Summary Compensation Table” that follows this discussion. Relocation benefits are subject to prorated repayment if the executive voluntarily leaves his or her employment with RealNetworks other than for good reason (as defined in the offer letter) within 12 months of his relocation. There were no other special benefits or perquisites provided to any other named executive officer in 2021.
Severance Benefits. We have entered into arrangements with each of our named executive officers pursuant to which the executive may become entitled to receive severance benefits upon a qualifying termination of employment. Additionally, Mr. Glaser’s arrangements provide that if his employment terminates, but Mr. Glaser remains as Chairman of the Board, then he
will remain eligible to participate in our group health plans or we may provide him with an annual cash payment equivalent to our premium cost for his participation in our group health plan. The terms of the severance benefits that each named executive officer is eligible to receive were negotiated with the executive at the time of his or her hire. The Compensation Committee believes that these severance benefits are appropriate in order to provide competitive compensation and enable the company to recruit and retain talented executives.
Severance and Change in Control Benefits. We entered into a severance agreement with Mr. Glaser pursuant to which he is eligible to receive certain severance benefits upon a qualifying termination in connection with a change in control. With all of our other named executive officers, we have agreed to “double-trigger” change in control and severance arrangements. These agreements were entered into in order to encourage the retention and commitment of these executives during times of leadership transition and restructuring activities. Each of our executives has entered into an agreement with change-in-control terms in connection with his or her hire, or promotion. The Compensation Committee may request F.W. Cook to review peer practices and market data with respect to change in control and severance practices. The Compensation Committee last reviewed our change in control severance practices as compared to our peers, including the results of a study of peer practices compiled by F.W. Cook in August 2012 and determined that our practices in this regard were in line with those of our peers.
Our change-in-control terms provide for severance benefits if the employment of the executive is terminated without “cause” or such executive resigns for “good reason” (as such terms are defined in the relevant agreements) during the period beginning three months prior to a change in control of the company and ending 12-18 months after the change in control. In addition, under our equity incentive plans, our executive officers may be eligible to receive certain benefits with respect to outstanding awards granted under our equity incentive plans in the event of a change in control of RealNetworks. A change in control of a corporation is often accompanied by changes in the corporate culture and job losses due to redundancy, especially at the executive levels. If a change in control of RealNetworks were under consideration, we expect that our executives could be faced with personal uncertainties and distractions about how the transaction may affect their continued employment with us. By granting awards under our equity incentive plans that include change in control benefits before any such transaction is contemplated, we hope to focus our executive’s full attention and dedication to our shareholders’ best interests in the event of a threatened or pending change in control, and to encourage the executive to remain employed by RealNetworks through the completion of any such transaction.
The severance and change in control arrangements are described in further detail in the section below entitled, “2021 Potential Payments Upon Termination of Employment of Change-in-Control.”
Tax, Accounting, and Governance Considerations
Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986 generally limits the federal corporate income tax deduction for compensation paid by a public company to its chief executive officer and certain other executive officers and employees to $1 million in the year the compensation becomes taxable to the executive, unless the compensation was “performance-based compensation” or qualified under certain other exceptions.
The Tax Cuts and Jobs Act (the “Act”), which was enacted on December 22, 2017, included a number of significant changes to Section 162(m), such as the repeal of the qualified performance-based compensation exemption and the Act broadened the application of the deduction limit to certain additional executive officers and employees who previously were exempt from such limit. As a result of these changes, except as otherwise provided in the transition relief provisions of the Act, compensation paid to any of our covered employees generally will not be deductible in 2021 or future years, to the extent that it exceeds $1 million.
Our Compensation Committee seeks to balance its objective of ensuring an effective compensation package with the need to maximize the deductibility of executive compensation, and intends to seek to qualify executive compensation for deductibility under Section 162(m) to the extent consistent with the best interests of RealNetworks. However, due to the scope and application of 162(m) under the Act, we cannot guarantee that any compensation in excess of $1 million paid to our covered employees, including each of our named executive officers, after 2017 will be or will remain exempt from Section 162(m).
Accounting for Stock-Based Compensation. We account for stock-based compensation in accordance with the requirements of Accounting Standards Codification Topic 718, Compensation - Stock Compensation. Under the fair value provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award.
Compensation Risk Assessment. Our Compensation Committee has reviewed our compensation policies and believes that our policies do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the company. As part of its assessment, the Compensation Committee considered, among other factors, the allocation of compensation among base salary and short- and long-term compensation, our approach to establishing company-wide and individual financial, divisional and other performance targets, our bonus structure of payouts and the nature of our key performance metrics. We believe these practices encourage our employees to focus on sustained long-term growth, which we believe will ultimately contribute to the creation of shareholder value.
Insider Trading Policy. Our insider trading policy discourages speculative trading relating to the future price of the Company’s securities, including put, call or short sales, or market trading in Company stock options. Officers and directors are prohibited from engaging in short sales involving the Company’s securities. Other hedging transactions and pledges of the Company’s securities are not otherwise specifically prohibited. Our insider trading policy permits our directors and certain employees, including our named executive officers, to adopt Rule 10b5-1 trading plans.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal year 2021 with RealNetworks’ management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in RealNetworks’ annual report on Form 10-K and proxy statement relating to the 2022 annual meeting of shareholders.
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| The Compensation Committee of the Board of Directors |
Bruce A. Jaffe, Chair Dawn G. Lepore |
EXECUTIVE COMPENSATION
Summary Compensation Table for Fiscal Years 2021, 2020, and 2019
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| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3)(4) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) |
| | | | | | | | |
| Robert Glaser | 2021 | 525,000 | — | — | 75,000 | 131,250 | 8,902 | 740,152 |
| Founder, Chairman and Chief Executive Officer | 2020 | 525,000 | — | — | 377,403 | 525,000 | 6,770 | 1,434,173 |
| 2019 | 415,625 | — | | 75,000 | — | 8,470 | 499,095 |
| | | | | | | | |
| Michael Ensing | 2021 | 475,000 | 50,000 | — | — | 118,750 | 5,526 | 649,276 |
President and Chief Operating Officer
| 2020 | 431,143 | 88,900 | 1,280,000 | 448,000 | — | 10,376 | 2,669,576 |
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| Michael Parham | 2021 | 333,333 | 50,000 | 80,500 | 402,500 | 129,700 | 5,769 | 1,001,802 |
| Senior Vice President, General Counsel and Corporate Secretary | 2020 | 325,000 | — | — | — | 121,875 | 6,694 | 453,569 |
| 2019 | 325,000 | 50,000 | — | — | 121,875 | 5,619 | 502,494 |
| | | | | |
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| Christine Chambers | 2021 | 281,346 | 276,000 | 508,000 | 858,150 | — | 4,630 | 1,928,126 |
| Senior Vice President, Chief Financial Officer & Treasurer | | | | | |
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(1) For Mr. Glaser, as discussed in further detail in the Compensation Discussion and Analysis in the section entitled “2021 Compensation — Chief Executive Officer Compensation,” beginning in 2018, the Compensation Committee approved a change in allocation of cash salary versus salary replacement option from $450,000 in cash with a salary replacement option valued at $150,000, to $525,000 in cash with a salary replacement option valued at $75,000, but remaining consistent with prior years with total base salary value of $600,000.
(2) Mr. Ensing’s 2020 Bonus amount and Ms. Chambers’ 2021 Bonus amount represent payments under the company’s executive bonus plan for the applicable year that were guaranteed as part of each of Mr. Ensing’s and Ms. Chambers’ hiring packages.
(3) The 2020 stock awards reported for Mr. Ensing includes a $200,000 signing bonus paid in the form of restricted stock units and negotiated in connection with his recruitment to the company in August 2020. The restricted stock units vested in full on the one-year anniversary of the commencement of his employment, with such vesting subject to his continued employment with RealNetworks. See grant details below in the “2021 Grant of Plan-Based Awards” table.
(4) The amounts reported reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of awards granted or modified in the year shown pursuant to our 2005 Plan, determined in accordance with financial accounting rules (FASB ASC Topic 718), rather than an amount paid to or realized by the executive officer. For a discussion of valuation assumptions for these awards, see Note 1 and Note 14 to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year.
(5) The amounts reported represent incentive bonus compensation that is based on performance in the year shown. This performance-based incentive bonus compensation is discussed in further detail in the Compensation Discussion and Analysis in the section entitled “2021 Compensation — Annual Performance-Based Incentive Bonuses.” The bonuses determined to be payable pursuant to the 2021 Executive Bonus Plan were paid in cash in the first quarter of 2022. In the case of Mr. Glaser’s 2020 bonus payout, $393,750 or 75% of the $525,000 bonus was paid in the form of fully vested restricted stock units and $131,250 or 25% of the bonus was paid in cash. Mr. Ensing’s Bonus and Non-Equity Incentive Plan Compensation amount for 2020 has been adjusted from the fiscal 2020 Summary Compensation Table to correct the allocation of bonus payments that were guaranteed rather than performance-based, in accordance with Item 402(a)(6)(iii) of Regulation S-K.
(6) All other compensation generally consists of RealNetworks’ 401(k) company match of up to $4,350 in 2021 and life insurance premiums paid by RealNetworks for the benefit of the named executive officer. For Mr. Glaser, however, in addition to life insurance premiums, all other compensation includes $7,096 for office space and parking for Mr. Glaser’s personal assistant as described in the Compensation Discussion and Analysis in the section entitled “2021 Compensation - Perquisites.” For Mr. Ensing, all other compensation also includes legal fees paid by RealNetworks on Mr. Ensing’s behalf in the amount of $210 in 2021 and $5,779 in 2020, pursuant to the terms of his employment agreement.
CEO Pay Ratio
For 2021:
1.The annual total compensation of the employee identified at the median of our company (other than our CEO), was $74,768; and
2.The annual total compensation of our CEO was $740,152.
Based on this information, for 2021, the ratio of the annual total compensation of Mr. Glaser, our CEO, to the median of the annual total compensation of all employees was estimated to be 9.90 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
For our 2021 ratio, we used the median employee identified pursuant to our 2020 identification process, as we believe the changes to our employee population and compensation have not significantly impacted our ratio. For 2020, to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows:
1.We determined that, as of November 30, 2020, our employee population consisted of approximately 336 individuals globally. We selected November 30, which was within the last three months of 2020, as the date upon which we would
identify the “median employee,” because it allowed us to make such identification in a reasonably efficient and economical manner given the global scope of our operations.
2.We included all of our full-time, part-time, and temporary employees globally. The compensation of all newly hired permanent employees was annualized based on the compensation received during this period.
3.Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange rates applicable on November 30, 2020. We did not make any cost-of-living adjustments.
4.To identify the “median employee” from our employee population, we collected total cash compensation for each employee, including annual base salary and bonus paid during the period, as applicable, for 2020.
2021 Grants of Plan-Based Awards1
The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers for the year ended December 31, 2021.
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| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards # of Shares of Stock or Units (4) (#) | All Other Option Awards: Number of Securities Underlying Options (#) (2) | Exercise or Base Price of Option Awards ($/Sh) Threshold ($) | Grant Date Fair Value of Stock and Option Awards ($) (3) Target ($) |
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) |
| | | | | | | | | |
| Rob Glaser | — | | $525,000 | $984,375 | | | | | | | |
| 3/15/2021 | | | | | | | 66,399 | |
| $393,746 |
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| Michael Ensing | — | | $475,000 | $890,624 | | | | | | | |
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| Michael Parham | — | | $250,000 | $468,750 | | | |
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| 8/20/2021 | | | | | | | | 250,000 | $1.61 | $402,500 |
| 8/20/2021 | | | | | | | 50,000 | | | $80,500 |
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| Christine Chambers | | | n/a | | | | | | | |
|
| 03/16/2021 | | | | | | |
| 125,000 | $6.35 | $793,750 |
| 03/16/2021 | | | | | | | 80,000 | | | $508,000 |
| 08/20/2021 | | | | | | |
| 40,000 | $1.61 | $64,400 |
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(1) The amounts reported in these columns represent the threshold, target and maximum amounts of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for performance during the most recently completed fiscal year. The actual payouts approved for such performance are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” These awards are described in further detail in the Compensation Discussion and Analysis in the section entitled “2021 Compensation — Annual Performance-Based
Incentive Bonuses.” The bonus payouts approved pursuant to the 2021 Executive Bonus Plan were paid, in cash, during the first quarter of 2022.
(2) The number of securities reported in this column represent restricted stock units or nonqualified stock options granted under the 2005 Plan and are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at December 31, 2021” table. The per share exercise price of the stock options is equal to the closing price of a share of RealNetworks’ common stock on the date of grant.
(3) The dollar amounts reported in this column reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of the awards granted in the most recently completed fiscal year pursuant to the 2005 Plan, determined in accordance with financial accounting rules (FASB ASC Topic 718) rather than an amount paid to or realized by the executive officer. For a discussion of valuation assumptions, see Note 1 and Note 12 to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year. The option exercise price has not been deducted from the amounts indicated above. Regardless of the value placed on a stock option on the grant date, the actual value of the option will depend on the market value of RealNetworks’ common stock at such date in the future when the option is exercised. The proceeds to be paid to the individual following the exercise of the option do not include the option exercise price.
(4) The restricted stock units award granted to Mr. Glaser on March 15, 2021, having a grant date fair value of $393,746, represents 75% of his 2020 incentive bonus payout, which was paid in lieu of cash.
Outstanding Equity Awards at Fiscal Year Ended December 31, 2021
The following table provides information regarding the holdings of stock options and RSUs by the named executive officers as of December 31, 2021. The market value of the RSUs is based on the closing price of RealNetworks common stock on The Nasdaq Stock Market on December 31, 2021, which was $0.98.
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| | Option Awards | Stock Awards |
| Name | Vesting Commencement Date (1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options (#)
| Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights ($) |
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| Robert Glaser | 01/22/2015 | 45,398 (2) | — | | 6.78 | 01/22/2022 | | | | |
| 01/26/2016 | 87,714 (2) | — | | 3.68 | 01/26/2023 | | | | |
| 01/26/2017 | 63,675 (2) | — | | 5.40 | 01/26/2024 | | | | |
| 12/15/2017 | 400,000 (5) | | | 3.94 | 12/15/2024 | | | | |
| 01/31/2018 | 54,466 (2) | — | | 3.10 | 01/31/2025 | | | | |
| 12/27/2018 | 262,500(5) | 87,500(5) | | 2.14 | 12/27/2025 | | | | |
| 01/24/2019 | 58,443 (2) | — | | 2.98 | 01/24/2026 | | | | |
| 02/10/2020 | 138,863 (2) | — | | 1.33 | 02/10/2027 | | | | |
| 12/28/2020 | 125,000 (3) | 375,000 (3) | | 1.45 | 12/28/2027 | | | | |
| 07/21/2021 | 66,416 (2) | — | | 1.96 | 07/21/2028 | | | | |
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| Mike Ensing | 08/21/2020 | 250,000 | 750,000 (5) | | 1.28 | 08/21/2027 | | | | |
| 12/23/2020 | | | | | | 1,000,000(6) | 980,000 | | |
| 12/23/2020 | 135,005 (7) | | | 1.49 | 12/23/2027 | | | | |
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| Michael Parham | 12/06/2016 | 500 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 1,983 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 760 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 11,666 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 1,916 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 1,000 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 1,500 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 70,000 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 30,000 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 500 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 1,983 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 760 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 12/06/2016 | 120,000 (4) | — | | 4.73 | 12/06/2023 | | | | |
| 07/26/2018 | 112,500 (3) | 37,500 (3) | | 3.54 | 07/26/2025 | | | | |
| 08/20/2021 | 250,000 (3) | — | | 1.61 | 08/20/2028 | | | | |
| 08/20/2021 | | | | | | 50,000 | 49,000 | | |
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| Christine Chambers | 08/20/2021 | 40,000 (3) | — | | 1.61 | 08/20/2028 | | | | |
| 03/16/2021 | 125,000 (5) | — | | 6.35 | 03/16/2028 | | | | |
| 08/20/2021 | | | | | | 80,000 | 78,400 | | |
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(1) For better understanding of this table, we have included an additional column showing the date on which the stock option grant commenced vesting, subject to (a) continuation of employment (or service) with the company through the applicable vesting dates and (b) applicable performance conditions, if any, as indicated in footnotes (2) through (8) below.
(2) Options vested monthly over the fiscal year in which the option is granted, subject to continued employment with the company through the applicable vesting dates and were fully vested on December 31 of such year.
(3) Options vest at the rate of 12.5% on the six-month anniversary of the vesting commencement date and 12.5% every six months thereafter, such that the award becomes fully vested on the four-year anniversary of the vesting commencement date subject to continued employment with the company through the applicable vesting dates.
(4) Pursuant to the terms of the 2016 shareholder-approved option exchange program, the option is now fully vested.
(5) Options vest at the rate of 25% on the one-year anniversary of the vesting commencement date and 12.5% every six months thereafter, subject to the recipient’s continued service to the company through the applicable vesting dates, such that the award becomes fully vested on the four-year anniversary of the vesting commencement date.
(6) 40% of the shares subject to the award shall vest on August 3, 2022; an additional 40% of the shares shall vest on August 3, 2024; and the final 20% of the award shall vest on August 3, 2025, subject in all cases to continued full-time employment with the Company on each vesting date. However, 50% of the shares originally scheduled to vest on August 3, 2022, instead would have vested earlier on August 3, 2021 if both: (i) the Average Price (as defined in the Employment Agreement and subject to adjustments set forth therein) exceeds $2.50 for the 30-calendar-day period ending with August 3, 2021, and (ii) the Average Daily Trading Volume (as defined in the Employment Agreement) for such 30-day period was at least 200,000 shares. In addition, 50% of the shares originally scheduled to vest on August 3, 2024, instead will vest earlier on August 3, 2023, if both: (1) the Average Price exceeds $4.00 for the 30-calendar-day period ending with August 3, 2023, and (2) the Average Daily Trading Volume for such 30-day period is at least 200,000 shares. Average Price generally refers to the 30-day average of the closing prices of a share of our common stock ending with the applicable vesting date. Average Daily Trading Volume generally refers to the average of the number of shares of our common stock traded each trading day on Nasdaq during the applicable period.
(7) Award fully vested on August 17, 2021.
2021 Option Exercises and Stock Vested
The following table provides information regarding option award exercises and restricted stock unit awards vested for our named executive officers during the fiscal year ended December 31, 2021. None of our named executive officers exercised any option awards or vested in any other stock awards during fiscal year 2021.
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| Option Awards | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
| Rob Glaser | — | | — | | — | | — | |
| Michael Ensing | — | | — | | — | | — | |
| Michael Parham | — | | — | | — | | — | |
| Christine Chambers | — | | — | | — | | — | |
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2021 Potential Payments Upon Termination of Employment or Change-in-Control
The following table reflects the amount of compensation that would have been payable to each of our named executive officers in the event of the termination of such executive’s employment under certain circumstances, assuming that (1) the triggering event took place on December 31, 2021, (2) the price per share of our common stock was $0.98, which was the closing market price on December 31, 2021, and (3) that all cash payments are made in a lump sum.
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| | Not in Connection with a Change in Control | In Connection with a Change in Control | | | |
| Name | Benefit | Termination Without Cause($) | Termination Without Cause or For Good Reason($) | Voluntary Termination($) | Death($) | Disability($) |
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| Rob Glaser | Severance | 2,100,000 | 2,100,000 | — | — | — |
| Bonus | 131,250 | 525,000 | — | — | — |
| Equity award vesting acceleration | — | 55,000 | — | — | — |
| | | | | | |
| Michael Ensing | Severance | 475,000 | 712,500 | — | — | — |
| Bonus | 118,750 | 118,750 | — | — | — |
| Equity award vesting acceleration | 84,000 | 93,450 | — | — | — |
| | | | | | |
| Michael Parham | Severance | 350,000 | 437,500 | — | — | — |
| Bonus | — | 328,125 | — | 129,700 | 129,700 |
| Equity award vesting acceleration | — | — | — | — | — |
| | | | | | |
| Christine Chambers | Severance | 165,000 | $247,500 | — | — | — |
| Bonus | — | — | — | — | — |
| Equity award vesting acceleration | — | — | — | — | — |
| | | | | | |
Benefits Not In Connection With A Change in Control
Pursuant to his CEO severance agreement, in the event that, other than during the period beginning three months prior to a change in control of the company and ending 24 months after the change in control, either his employment is terminated without cause and other than due to his death or disability, or he resigns for good reason, Mr. Glaser is eligible to receive (i) a lump sum payment equal to 200% of the sum of his then-current annual cash base salary and his then-current target annual bonus, (ii) a lump sum payment equal to the amount of bonus that he otherwise would have received pursuant to the bonus plan in which he participated at the time of his termination based on actual performance, had he remained employed through the end of the performance period, but prorated based on the period he served as CEO during the applicable performance period, and (iii) up to 18 months of company-reimbursed COBRA coverage. These severance benefits are subject to Mr. Glaser entering into a release of claims in favor of the company, confidentiality obligations with respect to company confidential information,
and his compliance with non-disparagement, no-hire, non-solicitation and non-competition covenants for a period of 24 months following the termination of his employment.
Pursuant to his employment agreement, other than during the period beginning three months prior to a change in control of the company and ending 18 months after the change in control, in the event that his employment is terminated without cause or he resigns for good reason, Mr. Ensing is eligible to receive (i) 12 months of salary (payable in accordance with the company’s then-standard payroll practices, and with salary determined based on the higher of salary immediately prior to termination or immediately prior to any reduction pursuant to the “good reason” clause); (ii) a lump sum severance payment equal to the sum of his prorated bonus for any partial incentive period based on actual performance through termination and any unpaid bonus for the last completed bonus period prior to termination; (iii) acceleration of vesting by 12 months of any outstanding unvested non-performance-based stock options and acceleration of vesting of the 1,000,000 RSUs granted on December 23, 2020 of 50% of the first vesting tranche under such RSUs that otherwise was scheduled to vest after such termination; and (iv) up to 12 months of company-paid or reimbursed COBRA coverage. If Mr. Ensing resigns without good reason, then he is required under his employment agreement to provide the company with 3 months’ notice, and the company may require that he continue to work for the company during such 3-month period at his then current salary. In consideration for such notice period and release of claims in favor of the company, the company will provide Mr. Ensing with a lump sum cash payment equal to 3 months of his then current salary. If such resignation without good reason had occurred as of December 31, 2021, and Mr. Ensing became entitled to such cash payment, the amount of such payment would have been $118,750.
Pursuant to his offer letter, Mr. Parham is eligible to receive a lump sum payment of 12 months of his then current base salary in the event that his employment is terminated without cause other than in connection with a change in control event. The severance benefit is subject to Mr. Parham entering into and not revoking a release of claims in favor of the company.
Pursuant to her offer letter, Ms. Chambers is eligible to receive 6 months of salary in one or more payments, plus up to 6 months of company-paid COBRA coverage in the event that her employment is terminated without cause other than in connection with a change in control event.
The above severance benefits for Ms. Chambers are subject to the individual entering into a separation agreement and release of claims in favor of the company.
Mr. Glaser’s severance agreement provides that, if his employment terminates but Mr. Glaser remains as Chairman of the Board, then he will remain eligible to participate in our group health plans or we may provide him with an annual cash payment equivalent to our premium cost for an active employee participating in our group health plan.
Benefits In Connection With A Change in Control
The CEO severance agreement provides that if, during the period beginning three months prior to a change in control of the company and ending 24 months after the change in control, Mr. Glaser’s employment is terminated without cause and other than due to his death or disability, or he resigns for good reason, then he will receive (i) a lump sum payment equal to 200% of the sum of his then-current annual cash base salary and his then-current target annual bonus, (ii) a lump sum payment equal to his then-current target bonus, prorated to reflect his period he served as CEO during the applicable performance period, (iii) full acceleration of the vesting of any unvested, non-performance-based equity awards, and (iv) up to 18 months of company-reimbursed COBRA coverage. These severance benefits are subject to Mr. Glaser entering into a release of claims in favor of the company, confidentiality obligations with respect to company confidential information, and his compliance with non-disparagement, no-hire, non-solicitation and non-competition covenants for a period of 24 months following the termination of his employment.
Pursuant to Mr. Ensing’s employment agreement, if his employment is terminated without cause or he resigns for good reason and the termination occurs during the period beginning three months prior to a change in control of the company and ending 18 months after the change in control, then Mr. Ensing is entitled to receive (i) lump sum payment equal to 150% of his base salary (with salary determined based on the highest of salary immediately prior to termination, salary immediately prior to any reduction pursuant to the “good reason” clause, or salary immediately prior to the change in control); (ii) a lump sum severance payment equal to the sum of his prorated target bonus for any partial incentive period based on actual performance through termination and any unpaid bonus for the last completed bonus period prior to termination; (iii) acceleration of vesting by 12 months of any outstanding unvested time-based equity compensation awards (including performance-based awards with performance deemed achieved at target) and acceleration of vesting of the 1,000,000 RSUs granted on December 23, 2020, by 12 months (or if no RSUs would vest based on such 12-month period, then 50% of the first vesting tranche under such RSUs that otherwise was scheduled to vest after such termination); (iv) Mr. Ensing will have 18 months to exercise outstanding vested equity awards,subject to earlier termination based on the option’s maximum term and excluding any options that qualify as incentive stock options; and (v) up to 12 months of company-paid or reimbursed COBRA coverage.
Mr. Ensing’s employment agreement also provides that, if while Mr. Ensing is the company’s Chief Operating Officer, the company completes a transaction as a result of which the company ceases to be required to file annual and other periodic reports under the Securities Exchange Act of 1934, but the company remains a standalone entity, Mr. Ensing will receive additional vesting by 12 months of his time-based equity awards (and with respect to his 1,000,000 RSUs granted on December 23, 2020, if no RSUs would vest based on such 12-month period, then 50% of the first vesting tranche under such RSUs that otherwise was scheduled to vest after such termination will vest). If such transaction had occurred as of December 31, 2021, the value of such acceleration, determined based on the price per share of our common stock of $0.98, which was the closing market price on December 31, 2021, would have been $0.98
Mr. Parham entered into a change in control and severance agreement with the company. Pursuant to such agreement, if his employment is terminated without cause or he resigns for good reason and the termination occurs during the period beginning three months prior to a change in control of the company and ending 12 months after the change in control, then Mr. Parham is entitled to receive a lump sum payment equal to 125% of his base salary, a lump sum payment equal to 125% of his target bonus, and a lump sum payment of his prorated target bonus for any partial bonus period, full acceleration of equity awards granted after February 1, 2010, extension of post-termination exercisability period of outstanding vested options for up to 12 months (subject to earlier termination based on the option’s maximum term and excluding any options granted prior to the date of the agreement that qualify as incentive stock options, and up to 18 months of reimbursement of COBRA coverage. In the case of performance-based RSUs, the termination without cause or resignation for good reason of a named executive officer would result in full acceleration of such award.
Pursuant to Ms. Chambers’ offer letter, Ms. Chambers is eligible to receive severance benefits in accordance with a change in control and severance agreement to be entered into between Ms. Chambers and the company. In the event of a qualifying termination and such other conditions as may be set forth in her change in control and severance agreement, Ms. Chambers would receive 9 months of her base salary, up to 9 months of company-paid COBRA coverage, and vesting acceleration by 12 months of her then unvested time-based stock options.
The severance benefits for Mr. Ensing are subject to (1) his entering into a release of claims in favor of the company, (2) a non-disparagement obligation, and (3) non-solicitation and no-hire obligations for a period of 12 months following employment termination (or 18 months, if employment termination occurs during the change in control period). The severance benefits for Mr. Parham are subject to (1) his entering into a release of claims in favor of the company, (2) a non-disparagement obligation for one year following employment termination, and (3) non-solicitation and no-hire obligations for a period of one year following employment termination.
Benefits Upon Death and Disability
Under Mr. Glaser’s severance agreement, if his employment terminates due to his death or disability, then subject to a release of claims in favor of the company and other covenants as described above that are required for severance benefits under his severance agreement, Mr. Glaser’s then outstanding and vested options will remain exercisable for a period of 3 years following such termination (but no later than the option’s maximum term).
In the case of Mr. Parham, if his employment had terminated on December 31, 2021 due to his death or disability, he or his beneficiary would have been entitled to receive the portion of the performance-based cash incentive or discretionary bonus compensation earned in 2021 but not paid as of December 31, 2021. If his employment terminates due to his death, any stock options or RSUs that are unvested as of the date of his death will fully vest on such date and any options may be exercised by his estate or legal representative for a period of one year following such date, but not later than the expiration date of such stock options. If his employment terminates due to disability, and any of his outstanding stock options or RSUs are not fully vested,
the next vesting installment of such stock options or RSUs will vest on a pro rata basis for the portion of the year elapsed since the date on which the vesting of the options or RSUs commenced or the last anniversary thereof, expressed in full months. In the case of performance-based RSUs, the death or disability of a named executive officer would result in full acceleration of such award.
Certain Defined Terms
For purposes of Mr. Glaser’s severance agreement, the term “Cause” generally means conduct by the executive involving one or more of the following: (1) conviction of or plea of no contest to a felony involving moral turpitude resulting in material harm to the company; (2) willful, substantial and continuing failure for a period of 30 days after written notice to perform the reasonable duties of his position (other than due to illness or incapacity); (3) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by the executive involving the company or any of its subsidiaries, intended to result in substantial personal enrichment and that results in substantial material harm to the company; or (4) violation of any confidentiality or non-competition agreements with the company or its subsidiaries, resulting in substantial, material harm to the company.
For purposes of Mr. Ensing’s employment agreement, the term “Cause” generally means conduct by the executive involving one or more the following: (1) conviction of or plea of no contest to a felony involving moral turpitude; (2) the willful, substantial and continuing failure after written notice to perform the reasonable duties of his position in accordance with the terms and requirements of his employment (other than due to serious illness or incapacity); (3) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by the executive involving the company or any of its affiliates, in each case that is intended to result in the substantial personal enrichment of the executive; (4) violation of any confidentiality or non-competition agreements or other written agreement or policy with the company or its affiliates, resulting in material harm to the company; (5) a material breach of executive’s fiduciary duty to the company; (vi) executive’s failure to reasonably cooperate in any audit or investigation of the business or financial practices of the company that continues after written notice; (vii) executive’s substantially abusing alcohol, drugs, or similar substances, and such abuse in the Board’s judgment has materially affected executive’s ability to conduct the business of the company in a proper and prudent manner.
For purposes of Mr. Parham’s offer letter, the term “Cause” generally means conduct by the executive involving one or more the following: (1) conviction of or plea of no contest to a felony involving moral turpitude resulting in material harm to the company; (2) substantial and continuing failure after written notice to render services to the company in accordance with the terms and requirements of his employment (other than due to illness or incapacity); (3) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by the executive involving the company or any of its subsidiaries, resulting in material harm to the company; or (4) violation of any confidentiality or non-competition agreements with the company or its subsidiaries, resulting in material harm to the company.
For purposes of Ms. Chambers’ offer letter, the term “Cause” generally means conduct by the executive involving one or more the following: (1) conviction of or plea of no contest to a felony involving moral turpitude resulting in material harm to the company; (2) substantial and continuing failure after written notice to render services to the company in accordance with the terms and requirements of his employment (other than due to illness or incapacity); (3) willful misconduct, gross negligence, fraud, embezzlement, theft, willful misrepresentation or dishonesty by the executive involving the company or any of its subsidiaries, resulting in material harm to the company; or (4) violation of any confidentiality or non-competition agreements with the company or its subsidiaries, resulting in material harm to the company.
For purposes of Mr. Parham’s change in control and severance agreement, the term “Cause” generally means conduct by the executive involving one or more of the following: (1) conviction of or plea of no contest to a felony involving moral turpitude resulting in material harm to the company; (2) willful, substantial and continuing failure to perform the reasonable duties of his position (other than due to illness or incapacity) for at least 30 days following written notice from the Board; (3) willful misconduct, gross negligence, fraud, embezzlement, theft, misrepresentation or dishonesty by the executive involving the company or any of its subsidiaries, in each case that is intended to result in the substantial personal enrichment of the executive and that results in substantial, material harm to the company; or (4) violation of any confidentiality or non-competition agreements with the company or its subsidiaries, which violation results in substantial, material harm to the company.
For purposes of the equity award agreements, the term “Cause” generally means conduct by the executive involving one or more of the following: (1) conviction or plea of no contest to a felony or misdemeanor involving moral turpitude; (2) indictment for a felony or misdemeanor involving moral turpitude under the federal securities laws; (3) substantial and continuing failure after written notice to render services to the company in accordance with the terms or requirements of the executive’s employment for reasons other than illness or incapacity; (4) willful misconduct or gross negligence; (5) fraud, embezzlement, theft, misrepresentation or dishonesty involving the company or any subsidiary, or willful violation of a policy or procedure of the company, resulting in any case in significant harm to the company; or (6) violation of any confidentiality or non-competition agreements with the company or its subsidiaries.
For purposes of Mr. Glaser’s severance agreement, Mr. Ensing’s employment agreement, and Mr. Parham’s change in control and severance agreement, the term “Change in Control” generally means the occurrence of any of the following: (1) during any 24-month period for Mr. Glaser or 12-month period for Mr. Ensing, individuals who, at the beginning of the period constitute the Board (the “Incumbent Directors”) cease to constitute at least a majority of the Board, provided that any directors whose election or nomination for election was approved by a majority vote of the Incumbent Directors will be considered an Incumbent Director (but not any director who was initially elected or nominated as a result of an actual or threatened election contest or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board); or (2) any person is or becomes a beneficial owner of securities of the company representing 50% or more of the combined voting power of the company’s then outstanding securities eligible to vote for the election of the Board, excluding
any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan sponsored or maintained by the company or any subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in clause (3) below); or (3) a merger, consolidation, statutory share exchange, reorganization or similar form of corporate transaction involving the company or any of its subsidiaries that requires the approval of the company’s shareholders, unless immediately following such corporate transaction: (A) more than 50% of the total voting power of (x) the surviving corporation resulting from such transaction, or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the surviving corporation, is represented by company voting securities that were outstanding immediately prior to such corporate transaction (or, if applicable, is represented by shares into which such company voting securities were converted pursuant to such corporate transaction), and the voting power among the holders thereof is in substantially the same proportion as the voting power of such company voting securities among the holders thereof immediately prior to the corporate transaction, (B) no person is or becomes the beneficial owner of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent corporation or surviving corporation and (C) at least half of the members of the board of directors of the parent corporation or surviving corporation following the corporate transaction were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such corporate transaction (any corporate transaction which satisfies all of the criteria specified in (A), (B) and (C) above will be deemed to be a “Non-Qualifying Transaction”); or (4) a change in the ownership of a substantial portion of the company’s assets which occurs on the date that any person, or group of persons (in the case of Mr. Ensing’s employment agreement, excluding Mr. Glaser and his affiliates) acquires or has acquired during a 12-month period assets from the company with a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the company. Under Mr. Glaser’s severance agreement and Mr. Ensing’s employment agreement, the transaction also must constitute a change in control within the meaning of Internal Revenue Code Section 409A in order to be considered a “Change in Control.”
For purposes of the equity award agreements, the term “Disability” generally means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.
For purposes of Mr. Glaser’s severance agreement, Mr. Ensing’s employment agreement, and Mr. Parham’s change in control and severance agreement, the term “Good Reason” generally means the executive’s resignation within 30 days (or 60 days, for Mr. Glaser) after the expiration of any company cure period following the occurrence of one or more of the following, without his written consent: (1) a material reduction in the executive’s duties, authorities or responsibilities (and in the case of Mr. Glaser, his ceasing to be Chairman of the Board while CEO will not constitute “Good Reason,” and in the case of Mr. Ensing and Mr. Parham, relative to the executive’s duties, authorities or responsibilities as in effect immediately prior to the Change in Control); (2) a material reduction in the executive’s annual base compensation; (3) a material reduction in the executive’s annual target bonus opportunity; and (4) a material change in the geographic location at which the executive must perform services. The executive must first provide the company with written notice within 90 days of the event that the
executive believes constitutes “Good Reason” specifically identifying the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice.
For purposes of Ms. Chambers’ offer letter, the term “Good Reason” generally means the executive’s resignation within 30 days after the expiration of any company cure period following the occurrence of one or more of the following, without his written consent: (1) a material reduction in the executive’s duties, authorities or responsibilities relative to the executive’s duties, authorities or responsibilities (provided that the Company ceasing to be a publicly held corporation or the sale, spin-off or other divesture of certain of the company’s businesses shall not alone be considered a material reduction); (2) a material reduction in the executive’s annual base compensation; (3) a material reduction in the executive’s annual target bonus opportunity; and (4) a material change in the geographic location at which the executive must perform services. The executive must first provide the company with written notice within 90 days of the event that the executive believes constitutes “Good Reason” specifically identifying the acts or omissions constituting the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice.
Compensation Committee Interlocks and Insider Participation
In 2021, the Compensation Committee was composed of Bruce Jaffe and Dawn Lepore, and no executive officer of RealNetworks served as a member of the board of directors or compensation committee of any entity that had one or more executive officers serving as a member of RealNetworks’ Board of Directors or Compensation Committee. In addition, no interlocking relationship existed between any member of our Compensation Committee and any member of the compensation committee of any other company.
Compensation of Non-Employee Directors
In 2021, each director who was not an employee of RealNetworks was paid $8,750 per quarter for his or her services as a director. Non-employee directors were also paid (i) $1,000 for participation in each meeting of the Board, (ii) $1,000 for participation in each meeting of a Board committee, including our standing committees and certain special committees, and (iii) $5,000 per quarter for serving as chairperson of the Audit Committee, $3,125 per quarter for serving as chairperson of the Compensation Committee and $2,500 per quarter for serving as chairperson of the Nominating and Corporate Governance Committee. In addition, the lead independent director was paid an additional retainer of $5,000 per quarter. In 2021, a Special Committee composed of Bruce Jaffe and Erik Prusch from November 1 through December 31 was paid $7,500 each month for their participation. Directors were also reimbursed for their reasonable expenses incurred in attending Board of Directors or committee meetings.
Pursuant to the RealNetworks, Inc. 2007 Director Compensation Stock Plan, a sub-plan administered under our 2005 Plan, a non-employee director may make an irrevocable election prior to the commencement of each plan year to receive all or a portion of the cash compensation payable to such director for the coming year in shares of our common stock. No director elected to receive shares in lieu of cash compensation for the most recently ended fiscal year. Our 2005 Plan provides that
subject to any required adjustments under the terms of the 2005 Plan, during any twelve-month period, a non-employee director may be granted options or stock appreciation rights for up to a maximum of 650,000 shares of RealNetworks common stock, and up to a maximum of an additional 300,000 shares of RealNetworks common stock with respect to restricted stock, performance awards, restricted stock units, and other share-based awards denominated in shares under the 2005 Plan. In addition, a non-employee director may receive up to $1 million during any twelve-month period with respect to performance awards that are denominated in cash under the 2005 Plan.
Non-employee directors receive equity awards under the 2005 Plan on the third business day following each annual meeting of shareholders. The 2021 non-employee director equity awards consisted of (i) nonqualified stock options to purchase 15,000 shares of our common stock that, once vested, will remain exercisable for three years following the director’s separation from the Board or until the option’s earlier expiration, and (ii) RSUs valued at $50,000 on the grant date. These options and RSUs vest monthly in equal increments over a 12-month period following the award’s grant date assuming continued service as a director, with the RSU share distribution date occurring on the first anniversary of the grant date. Non-employee directors may make an annual irrevocable election to defer the RSU share distribution date to a date that is (i) five years following the RSU grant date, or (ii) concurrent with the director’s separation from the Board. Our Board has adopted stock ownership guidelines applicable to non-employee directors designed to achieve long-term alignment between non-employee directors and our shareholders. Under these guidelines, each non-employee director is required to own a number of shares of our common stock equal to three times such director’s annual retainer fee within five years of service on the Board. If a non-employee director were to own less than the requisite number of shares of our common stock under these guidelines, then such director would be restricted from selling shares of our common stock until the required level of share ownership under the guidelines was met. As of the last day of our fiscal year 2021, each of our non-employee directors satisfied such level of stock ownership specified by these guidelines.
On December 2, 2021, our non-employee directors at the time were each granted RSUs covering 44,642 shares and an option to purchase 15,000 shares of our common stock having an exercise price of $1.12 per share, which RSUs and options vest as described above.
In July 2016, our Board approved revisions to the company’s Outside Director Compensation program to provide for compensation, in the form of RealNetworks options and restricted stock units awards, to any nonemployee director of RealNetworks who is appointed by the RealNetworks Board to serve, on behalf of RealNetworks and the Board, on the board of directors of an entity that is an affiliate or investee of RealNetworks. The annual equity awards to be granted as compensation for such RealNetworks-designated service, would be equal to the annual equity awards granted to nonemployee directors of RealNetworks as described above.
In March 2019, our Board approved further revisions to the company’s Outside Director Compensation program to provide for cash compensation to the chair of the Board’s Corporate Development Committee, comprised of Mr. Jaffe as chair, and our CEO and CFO. The role of the Corporate Development Committee is to assist the Board in its design and analysis of
potential corporate development opportunities. For services rendered as chair of this committee, Mr. Jaffe was paid $7,500 per month cash compensation throughout 2021, which is reflected in the 2021 Director Compensation Table below and more specifically described in the footnotes that accompany the table. Mr. Glaser and Ms. Chambers did not receive any additional compensation for their service on this committee.
While Mr. Glaser serves as our Chief Executive Officer, he will not receive compensation as a director. See the “Summary Compensation Table” for Mr. Glaser’s compensation for services provided as Chief Executive Officer in 2021.
2021 Director Compensation Table
| | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Unit Awards ($)(1)(2) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) |
| Bruce A. Jaffe (3) | 167,369 | 50,000 | 16,800 | — | 234,169 |
| Christopher R. Jones | 69,144 | 50,000 | 16,800 | — | 135,944 |
| Dawn G. Lepore (4) | 57,693 | 50,000 | 16,800 | — | 124,493 |
| Erik E. Prusch (5) | 93,012 | 50,000 | 16,800 | — | 159,811 |
| | | | | |
| Michael B. Slade (6) | 74,620 | 50,000 | 16,800 | — | 141,420 |
| Tim Wan (7) | 75,620 | 50,000 | 16,800 | — | 142,420 |
_______________
(1)The amounts reported in these columns reflect the aggregate grant date fair value, excluding the effect of estimated forfeitures, of awards granted during the fiscal year pursuant to the 2005 Plan, determined in accordance with financial statement reporting rules rather than an amount paid to or realized by the director. For a discussion of valuation assumptions, see Note 1 and Note 12 to our Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the most recently completed fiscal year. As of December 31, 2021, the aggregate number of shares of RealNetworks common stock underlying outstanding option awards for each non-employee director was: 135,000 for Mr. Jaffe; 94,596 for Mr. Jones; 105,000 for Ms. Lepore; 43,750 for Mr. Prusch; 170,829 for Mr. Slade; and 43,750 for Mr. Wan.
(2)As of December 31, 2021, each of our non-employee directors held an outstanding RSU award covering 44,642 shares of RealNetworks common stock.
(3)Mr. Jaffe served as a Chair of the Audit Committee from January 1 to April 16, as Chair of the Compensation Committee from April 17 to December 31, and as Lead Independent Director for all of 2020. Mr. Jaffe also served as Chair of the Corporate Development Committee and received cash compensation of $7,500 per month throughout 2020 for that role. Also, Mr. Jaffe served as a member of the Special Committee from November 1 to December 31, 2021, and received cash compensation of $7,500 per month for that role.
(4)Ms. Lepore served as a member of the Compensation Committee and as Chair of the Nominating and Corporate Governance Committee for the entire fiscal year.
(5)Mr. Prusch served as a member of the Audit Committee for the entire fiscal year and served as a member of the Special Committee from November 1 to December 31, 2021 and received cash compensation of $7,500 per month for that role.
(6)Mr. Slade served as a member of the Audit Committee for the entire fiscal year.
(7)Mr. Wan served as a member of the Audit Committee for the entire fiscal year.