def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to Section 240.14a-12 |
TechTeam Global, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
TECHTEAM GLOBAL, INC.
27335 West 11 Mile Road
Southfield, Michigan 48033
(248) 357-2866
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Time and Date
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Wednesday, May 21, 2008, at 10:00 a.m. Eastern Daylight Time. |
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Place
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The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan. |
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Items of
Business
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1) To elect seven (7) directors to the Board of Directors of TechTeam Global, Inc.; |
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2) To ratify the appointment of Ernst & Young LLP as TechTeams
independent registered public |
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accounting firm for the year ending December 31,
2008; and |
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3) To consider such other business as may properly come before
the Annual Meeting. |
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Adjournments
And
Postponement
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Any action on the items of business described above may be
considered at the Annual Meeting at the time and
on the date specified above or at any time and date to which
the Annual Meeting may be properly adjourned or postponed. |
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Record Date
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You are entitled to vote only if you were a TechTeam
stockholder as of the close of business on March 26, 2008. |
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Meeting
Admission
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You are entitled to attend the Annual Meeting only if you
were a TechTeam stockholder as of March 26, 2008,
or hold a valid proxy for the Annual Meeting. |
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Voting
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Your vote is important. Whether or not you plan to attend
the Annual Meeting, please vote as soon as possible. You may
submit your proxy or voting instructions by completing the
proxy card and returning it in the pre-addressed envelope
provided or, in many cases, by using the telephone or the
Internet. For specific instructions on how to vote your
shares, please refer to the section entitled Questions and
Answers beginning on page 3 of this Proxy and the
instructions on the proxy card. |
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By order of the Board of Directors,
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April 4, 2008
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Michael A. Sosin |
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Vice President, Secretary |
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and General Counsel |
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This notice of annual meeting, proxy statement, the accompanying form of proxy and TechTeams Annual Report to
Stockholders for the year ended December 31, 2007, are first being mailed on or about April 16, 2008 to stockholders
entitled to vote at the Annual Meeting.
1
PROXY STATEMENT
TABLE OF CONTENTS
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2
TECHTEAM GLOBAL, INC.
27335 W. 11 Mile Road,
Southfield, Michigan 48033
(248) 357-2866
PROXY STATEMENT
The Board of Directors of TechTeam Global, Inc. (TechTeam or the Company) is soliciting
proxies for the 2008 Annual Meeting of Stockholders (the Annual Meeting). This proxy statement
contains important information for you to consider when deciding how to vote on the matters brought
before the Annual Meeting. Please read it carefully.
The Board of Directors of TechTeam (the Board of Directors or the Board) has set March 26,
2008 as the record date for the Annual Meeting. Stockholders of record who owned TechTeams common
stock at the close of business on that date are entitled to vote at and attend the Annual Meeting,
with each share entitled to one vote. There were approximately 10,691,188 shares of TechTeams
common stock outstanding on the record date.
QUESTIONS AND ANSWERS
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Q:
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When and where is the Annual Meeting? |
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TechTeams 2008 Annual Meeting of Stockholders is being held on Wednesday, May 21, 2008, at 10:00 a.m.
Eastern Daylight Time at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan. Please visit
www.techteam.com for a map providing directions to the Annual Meeting. |
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Q:
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Do I need a ticket to attend the Annual Meeting? |
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No, you will not need a ticket to attend the Annual Meeting. However, we ask that you bring evidence
that you are a stockholder of record as of the record date, such as your most recent account statement
prior to March 26, 2008. |
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Q:
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Why am I receiving this proxy statement and proxy card? |
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You are receiving a proxy statement and proxy card from us because you owned shares of common stock of
TechTeam on the record date. This proxy statement describes proposals on which we would like you, as a
stockholder, to vote. It also provides you information regarding these proposals so that you can make
an informed decision. The proxy card is used for voting. |
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Q:
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What am I voting on? |
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You are being asked to vote on: |
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The election of seven nominees to serve on our Board of Directors; and |
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The ratification of the appointment of Ernst & Young LLP to serve as TechTeams
independent registered public accounting firm for the year ending December 31, 2008. |
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Q:
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What is the effect of signing and returning my proxy card? |
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When you sign and return the proxy card, you appoint Gary J. Cotshott
and Michael A. Sosin as your representatives at the Annual Meeting.
Mr. Cotshott and Mr. Sosin will vote your shares at the Annual Meeting
as you have instructed them on the proxy card. This way, your shares
will be voted whether or not you attend the Annual Meeting. Even if
you plan to attend the Annual Meeting, we encourage you to vote in
advance of the Annual Meeting just in case your plans change. You can
vote in-person at the Annual Meeting, even if you have already sent in
your proxy card. |
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If you sign and return but do not indicate on the proxy card how you want your votes
cast, Mr. Cotshott and Mr. Sosin will vote your shares FOR the election of all nominees
for director, and FOR the ratification of Ernst & Young LLP as TechTeams independent
registered public accounting firm for the 2008 fiscal year. |
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If you sign and return the proxy card, and a matter properly comes up for a vote at the Annual
Meeting that is not described in this proxy statement, Mr. Cotshott and Mr. Sosin will vote
your shares in their discretion. |
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How do I vote? |
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There are four possible ways that you may vote, as explained in the detailed instructions on your
proxy card. In summary, you may: |
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Mail in your completed, signed and dated proxy card. |
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If set forth on your proxy card, you may place your vote via the Internet. |
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If set forth on your proxy card, you may place your vote by telephone. |
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Vote in-person by attending our Annual Meeting. |
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We will pass out written ballots to any stockholder that wishes to vote in-person at the
Annual Meeting. If you hold your shares in street name, you must request a legal proxy from
your stockbroker in order to vote at the Annual Meeting. |
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If you vote by Internet or telephone, you do not need to mail in your proxy card. The Internet and telephone voting procedures have been designed
to verify stockholders identities and allow stockholders to confirm that their voting instructions have been properly recorded. |
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What does it mean if I receive more than one proxy card? |
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It means that you have multiple accounts at the transfer agent and/or with stockbrokers or other nominees. Please complete and provide voting
instructions for all proxy cards and voting instruction cards that you receive. |
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What if I change my mind after I have voted? |
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You may revoke your proxy (that is, cancel it) and change your vote at any time prior to the Annual Meeting by: |
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Voting again via the Internet or by telephone (only your latest vote will be counted); |
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Completing, signing and returning another proxy card that is dated after the date
of your earlier proxy card (again, only your latest vote will be counted); |
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Sending written notice to our Corporate Secretary at our principal executive
offices in Southfield, Michigan, which notice must be received prior to the date of
the Annual Meeting, stating that you would like to revoke your proxy; or |
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Voting in-person at the Annual Meeting. |
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If you do not properly revoke your proxy, properly executed proxies will be voted as you
specified in your earlier proxy or by the representatives as explained in the proxy
statement. |
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Will my shares be voted if I do not sign and return my proxy card? |
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They could be. If your shares are held in street name and you do not
instruct your nominee how to vote your shares, your nominee may either
use its discretion to vote your shares on routine matters (such as
the election of directors) or leave your shares unvoted. For
non-routine matters, your nominee will not be able to vote on such
matters. |
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We encourage you to provide instructions to your nominee by completing
the instruction card or proxy that it sends to you. This will ensure
that the nominee votes your shares at the Annual Meeting as you
direct. |
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What is a broker non-vote? |
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Under the rules that govern brokers who have record ownership of
shares that they hold in street name for their clients who are the
beneficial owners of the shares, brokers have the discretion to vote
such shares on routine matters, but not on non-routine matters. Broker
non-votes generally occur when shares held by a broker nominee for a
beneficial owner are not voted with respect to a proposal because the
nominee has not received voting instructions from the beneficial owner
and lacks discretionary authority to vote the shares. Brokers normally
have discretion to vote on routine matters, such as director
elections, but not on non-routine matters, such approving stock option
plans. |
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How are broker non-votes counted? |
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Broker non-votes will be counted for the purpose of determining the
presence or absence of a quorum, but will not be counted for the
purpose of determining the number of shares entitled to vote on a
specific proposal. A broker non-vote will not affect the outcome of
any proposal in this proxy statement. |
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Q:
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How many shares can be voted at the Annual Meeting? |
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As of the record date, approximately 10,691,188 shares of common stock
were outstanding. Each outstanding share of common stock entitles the
record holder to one vote on all matters covered in this proxy
statement. |
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How do I vote if I hold common stock in my TechTeam 401(k) account? |
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If you are a TechTeam employee who is a stockholder through TechTeams
Retirement Savings Plan (the Plan), you will receive a form proxy
with respect to all of your shares so registered. You have the right
to direct the Trustee of the Plan how to vote the shares allocated to
your account. |
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What is a quorum? |
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A quorum is the number of shares of common stock that must be
present, in-person or by proxy, in order for business to be transacted
at the Annual Meeting. The required quorum for the Annual Meeting is a
majority of the shares outstanding and entitled to vote at the Annual
Meeting. There must be a quorum present for the Annual Meeting to be
held. All stockholders present in-person or represented by completed
and signed proxy cards, Internet votes and telephone votes, whether
representing a vote for, against, withheld, or abstained or a broker
non-vote, will be counted toward the quorum. |
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What is the required vote for a proposal to pass? |
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With regard to the proposal for the election of directors, the
required vote is a plurality of the votes of the shares present
in-person or represented by proxy at the Annual Meeting. There is no
cumulative voting for the election of directors. With regard to each
other proposal, the required vote is the affirmative vote of a
majority of shares that are (i) present in-person or represented by
proxy at the Annual Meeting and (ii) entitled to vote on each such
proposal. |
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How are abstentions and withheld votes counted? |
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Abstentions and withheld votes are counted for the purposes of
determining both (i) the presence of a quorum and (ii) the total
number of shares entitled to vote with respect to a proposal. Withheld
votes will have no effect on the outcome of the election of directors.
Abstentions will have the same effect as a vote AGAINST all other
proposals being presented at this Annual Meeting. |
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Who is soliciting my vote? |
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This proxy solicitation is being made by the Board of Directors of
TechTeam and will be paid for by the Company. In addition to this
solicitation by mail, proxies may be solicited by our directors,
officers and other employees by telephone, Internet or fax, in-person
or otherwise. Such persons will not receive any additional
compensation for assisting in the solicitation. We will also request
brokerage firms, nominees, custodians and fiduciaries to forward proxy
materials to the beneficial owners of shares of our common stock. We
will reimburse such persons and TechTeams transfer agent for their
reasonable out-of-pocket expenses in forwarding such material. |
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How may I obtain a copy of TechTeams 2007 Annual Report on Form 10-K? |
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TechTeams Annual Report to Stockholders, which is being mailed with
this proxy statement, includes a copy of the Companys 2007 Annual
Report on Form 10-K. Stockholders may request another free copy by
submitting a written request to TechTeam Global, Inc., Attention:
Investor Relations, 27335 W. 11 Mile Road, Southfield, Michigan,
48033; or by calling 1-248-357-2866; or by visiting our Web site at
http://www.techteam.com/investors. We will also provide copies of any
exhibit to the 2007 Annual Report on Form 10-K, at no expense, if
specifically requested. |
CORPORATE GOVERNANCE
TechTeam is committed to sound corporate governance principles, which are essential to running
TechTeams business efficiently and to maintaining TechTeams integrity in the marketplace. A
written charter has been developed and approved by the Board for each of the four standing
committees of the Board: Audit, Compensation, Nominating and Governance, and Strategy and
Investment. The committee charters are reviewed annually and modified as appropriate. They are
available at http://www.techteam.com/investors under the heading Governance.
Code of Ethics
The Company has adopted a code of ethics that applies to all of its directors, officers
(including its chief executive officer, chief financial officer and any other person performing
similar functions) and employees. The Code of Business Conduct is also available on our Web site at
http://www.techteam.com/investors under the heading Governance.
Director Independence
The Board has determined that each of the nominees standing for election, except Gary J.
Cotshott, the Companys President and Chief Executive Officer, has no material relationship with
TechTeam (either directly or as a partner, stockholder or officer of an organization that has a
relationship with TechTeam) and is independent within the meaning of the NASDAQ® Global
Market (NASDAQ) director independence standards as of the date of this proxy statement.
Furthermore, the Board has determined that no
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member of the Audit Committee, Compensation Committee or Governance and Nominating Committee
has a material relationship with TechTeam (directly or as a partner, stockholder or officer of an
organization that has a relationship with TechTeam) and that each such member is independent
within the meaning of the NASDAQ independence standards.
Procedures for Contacting Directors
The Board has established a process for stockholders to send communications to the Board.
Stockholders may communicate generally with the Board or with a specific director at any time by
writing to TechTeams Secretary at 27335 W. 11 Mile Road, Southfield, Michigan, 48033. The
Secretary will review all messages received and forward any message that reasonably appears to be a
communication from a stockholder about a matter of stockholder interest that is intended for
communication to the Board or a specific director. Communications can also be forwarded by email to
bod@techteam.com. The Secretary monitors this email address.
PROPOSAL 1. ELECTION OF DIRECTORS
The stockholders elect TechTeams directors annually as TechTeam does not have staggered board
terms. Each director will serve until the 2009 Annual Meeting of Stockholders, or until he or she
is succeeded by another qualified director who has been duly elected. As of the date of this proxy
statement, there are nine members of the TechTeam Board of Directors. However, after careful
consideration and at the recommendation of the Companys Governance and Nominating Committee, the
Board has decided to reduce the number of seats to seven, effective as of the Companys 2008 Annual
Meeting of Stockholders. If a nominee is unavailable for election, the proxy holders may vote for
another nominee proposed by the Board, or the Board may reduce the number of directors to be
elected at the Annual Meeting. Accordingly, stockholders will be electing seven (7) directors.
Proxies may not be voted for a greater number of persons than the number of nominees (seven) named
in this proxy statement.
The following is a description of the background of the persons nominated for election as
directors of TechTeam.
Gary J. Cotshott, 57, has been President, Chief Executive Officer and a director of TechTeam
since February 2008. Mr. Cotshott was Vice President and General Manager of the Dell Services
division of Dell Inc. between 1998 and August 2007.
Kent Heyman, 52, has been a director since June 2006. Mr. Heyman has been the Chairman of the
Board and Chief Executive Officer of Migo Software, Inc. (OTC: MIGO), a publicly-traded provider
of mobile computing software, since September 2006 and January 2006, respectively. Mr. Heyman was
the Chief Executive Officer of ServiceWare Technologies, Inc., a provider of customer relationship
management software applications that is now known as Knova Software, Inc. (OTC: KNVS), from
September 2001 to February 2006, and he served as the companys non-executive Chairman until March
2007, when it was sold to Consona Corporation. Prior to joining ServiceWare, Mr. Heyman was a
founding officer and General Counsel to MPower Communications, Inc., a competitive
telecommunications provider.
General John P. Jumper (USAF Ret.), 63, has been a director since June 2006. General Jumper
retired from the United States Air Force effective November 1, 2005. From September 2001 through
November 1, 2005, General Jumper was Chief of Staff of the United States Air Force, serving as the
senior uniformed Air Force officer responsible for the organization, training and equipping of more
than 700,000 active-duty, Guard, Reserve and civilian forces serving in the United States and
overseas. As a member of the Joint Chiefs of Staff, General Jumper functioned as a military advisor
to the Secretary of Defense, National Security Council and the President. Between February 2000 and
September 2001, General Jumper was the Commander of Headquarters Air Combat Control. General Jumper
serves on the Board of Directors of Goodrich Corporation (NYSE: GR), Jacobs Engineering Group,
Inc. (NYSE: JEC), SAIC, Inc. (NYSE: SAI), and Somanetics Corporation (NASDAQ: SMTS).
Alok Mohan, 59, has been a director and Chairman of the Board since June 2006. Mr. Mohan
served as Chief Executive Officer of Santa Cruz Operations, Inc. (SCO) from July 1995 until April
1998, when he was appointed that companys Chairman of the Board. He served as Chairman of SCO
until May 2001, when a portion of SCOs assets were sold to Caldera International, Inc. He
continued as Chairman of the Board of Directors of the remaining business, renamed Tarantella,
Inc., until it was sold to Sun Microsystems, Inc. in 2006. From May 1994 to July 1995, Mr. Mohan
served as Senior Vice President, Operations and Chief Financial Officer of SCO. Prior to joining
SCO, Mr. Mohan was employed with NCR Corporation (NCR), where he served as Vice President of
Strategic Planning, Controller and Vice President and General Manager of the Workstation Products
Division Mr. Mohan is also the non-executive Chairman of the Board of Directors of Rainmaker
Systems, Inc. (NASDAQ: RMKR), and he serves on the Board of Directors of Stampede Technologies,
Inc. and CrystalGraphics, Inc.
James G. Roche, DBA, 68, has been a director since June 2006. Dr. Roche served as the 20th
Secretary of the United States Air Force from June 2001 through January 2005. For the five years
prior to his Air Force service, he was Corporate Vice President and President of the Electronic
Sensors and Systems Sector of Northrop Grumman Corporation. Secretary Roche held various other
positions with Northrop Grumman, which included Corporate Vice President and Chief Advanced
Development, Planning, and Public Affairs Officer responsible for the companys strategy
development and mergers and acquisition strategy.
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Dr. Roche is a retired Captain in the United States Navy with 23 years of service. He is
currently a director of the Orbital Sciences Corporation (NYSE: ORB).
Andrew R. Siegel, 39, has been a director since June 2006. Since March 2005, Mr. Siegel has
been a Senior Vice President at Roark, Rearden & Hamot Capital Management LLC, an investment
management firm that is the general partner of Costa Brava Partnership III, L.P. Since October
2004, Mr. Siegel has been the founding Managing Member of White Bay Capital Management, an
investment management firm. From July 2003 to February 2004, Mr. Siegel was a Member of Debt
Traders, Ltd., a capital management firm. Mr. Siegel is a director of Telos Corporation (OTC:
TLSRP.PK).
Richard R. Widgren, 65, has been a director since May 2005. Mr. Widgren is currently Vice
President Finance, Treasurer and Chief Financial Officer of Urban Science, Inc., a retail sales
channel consulting company, where he began employment in August 2001. Previously, Mr. Widgren
served as Vice President Finance and Corporate Controller of Kelly Services, Inc. Mr. Widgren is
a member of the Detroit Medical Center Board as a Director, where he serves as the chairman of the
Audit Committee.
Required Vote and Board of Directors Recommendation
If a quorum is present, the seven nominees receiving the highest number of votes will be
elected to serve as a director until the 2009 Annual Meeting of Stockholders, or until he is
succeeded by another qualified director who has been elected. Withheld votes and broker non-votes
will each be counted as present for the purposes of determining the presence of a quorum but will
not have any effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.
BOARD MATTERS
Committee Composition and Meeting Attendance
During 2007, the Board held sixteen meetings of the Board, which included six separate
meetings of the non-employee Board members meeting in Executive Session. The Board has four
standing committees: (1) Audit, (2) Compensation, (3) Governance and Nominating and (4) Strategy
and Investment. The membership during the last fiscal year and the function of each of the
committees are set forth below. Each director attended at least 75% of all Board and applicable
Committee meetings.
|
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|
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|
|
|
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|
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|
|
|
|
Governance and |
|
Strategy and |
Name of Director |
|
Audit |
|
Compensation |
|
Nominating |
|
Investment |
William C. Brown |
|
|
|
|
|
|
|
|
|
|
|
|
|
Member |
Gary J. Cotshott |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kent Heyman |
|
|
|
|
|
Chair |
|
Member |
|
|
|
|
John P. Jumper |
|
|
|
|
|
Member |
|
|
|
|
|
Member |
James A. Lynch |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chair |
Alok Mohan |
|
|
|
|
|
Member |
|
Member |
|
|
|
|
James G. Roche |
|
Member |
|
|
|
|
|
Chair |
|
|
|
|
Andrew R. Siegel |
|
Member |
|
|
|
|
|
|
|
|
|
Member |
Richard R. Widgren |
|
Chair |
|
|
|
|
|
|
|
|
|
|
|
|
Number of Meetings in 2007 |
|
|
5 |
|
|
|
6 |
|
|
|
4 |
|
|
|
7 |
|
In November 2007, as a result of the decision not to renew the employment contract of William
C. Brown, the Board commenced a search for a new President and Chief Executive Officer, and it
formed two committees to assist during the transition: the Search Committee (comprised of Kent
Heyman, James A. Lynch, Alok Mohan and Richard R. Widgren) and the Transition Committee (comprised
of Alok Mohan). The Search Committee assisted the Board in the evaluation of CEO candidates, and
the Transition Committee provided additional Board oversight of the Companys day-to-day activities
during the leadership transition period.
7
Director Compensation
Compensation for non-employee directors of the Company includes cash compensation and equity
compensation. A non-employee directors total cash compensation is based upon his responsibilities
and the number of committee meetings attended, as set forth below:
|
|
|
|
|
Monthly retainer |
|
$ |
3,000 |
|
Additional monthly retainer for service as Chairman of the Board |
|
$ |
3,250 |
|
Additional monthly retainer for the Chair of standing committees |
|
$ |
1,000 |
|
Fee for each committee meeting attended in-person |
|
$ |
1,000 |
|
Fee for each committee meeting attended telephonically |
|
$ |
500 |
|
Each director is required to receive a minimum of 25% of his monthly Board retainer in the
Companys common stock, but may elect to receive up to 100% of his cash compensation in the
Companys common stock. The price of the common stock is determined as of the closing price of the
Companys common stock on five business days after earnings are announced for the quarter in which
the compensation was earned.
The non-employee directors equity compensation includes the grant of common stock, restricted
stock and non-qualified options to purchase the Companys common stock. Each non-employee Board
member receives 100 shares of the Companys common stock for Board meetings attended in-person and
50 shares for meetings attended by telephone. On March 16, 2007, the Board adopted the
Non-Employee Directors Equity Fee Guidelines under the 2006 Incentive Stock and Awards Plan that
sets non-employee director equity compensation for 2007 and thereafter. Under these guidelines on
May 31, 2007, each non-employee director was granted a one-time grant of restricted stock and stock
options for a number of shares of common stock that is determined based on the directors
responsibilities on May 31, 2007, as follows:
|
|
|
|
|
|
|
|
|
Board of Directors |
|
Restricted Stock |
|
Options |
All Board Members |
|
|
10,000 |
|
|
|
15,000 |
|
Board Chairman |
|
|
8,000 |
|
|
|
12,000 |
|
Committee Chairman |
|
|
4,000 |
|
|
|
6,000 |
|
Committee Members |
|
|
2,000 |
|
|
|
3,000 |
|
The restricted stock granted to each Board member vests ratably over four (4) years. The
options were granted to each director in three separate grants as follows: (a) one-half of the
options vest ratably, on a monthly basis, over three (3) years; (b) one-third of the options vest
ratably, on a monthly basis, over two (2) years; and (c) the remaining one-sixth of the options
vest monthly over one year.
For 2008 and thereafter, each non-employee director shall receive an additional grant of
non-qualified options to purchase the Companys common stock on May 31 of each year, priced on the
closing price on that date, which shall vest monthly over a four-year period in an amount that is
determined based on the directors responsibilities at that time:
|
|
|
|
|
Board of Directors |
|
Options |
All Board Members |
|
|
10,000 |
|
Board Chairman |
|
|
8,000 |
|
Committee Chairman |
|
|
4,000 |
|
Committee Members |
|
|
2,000 |
|
Upon termination of a non-employee directors service as a Board member, Chairman, Committee
Chairman or Committee member, the unvested restricted stock or stock options awarded will be
forfeited.
8
Director Compensation Table
The following table sets forth the cash value of all compensation earned by the directors for
their service during 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid |
|
|
|
|
|
|
|
|
|
Total |
Director Name |
|
in Cash |
|
Stock Awards |
|
Option Awards |
|
Compensation |
Kent Heyman |
|
$ |
45,000 |
|
|
$ |
50,279 |
|
|
$ |
66,882 |
|
|
$ |
162,161 |
|
John P. Jumper |
|
|
33,500 |
|
|
|
44,964 |
|
|
|
58,522 |
|
|
|
136,986 |
|
James A. Lynch |
|
|
44,000 |
|
|
|
44,184 |
|
|
|
58,522 |
|
|
|
146,706 |
|
Alok Mohan |
|
|
65,750 |
|
|
|
71,978 |
|
|
|
91,963 |
|
|
|
229,691 |
|
James G. Roche |
|
|
45,000 |
|
|
|
50,104 |
|
|
|
66,882 |
|
|
|
161,986 |
|
Andrew R. Siegel (1) |
|
|
|
|
|
|
83,351 |
|
|
|
58,522 |
|
|
|
141,873 |
|
Richard R. Widgren |
|
|
47,500 |
|
|
|
46,207 |
|
|
|
58,522 |
|
|
|
152,229 |
|
|
|
|
(1) |
|
Mr. Siegel is currently receiving 100% of his cash compensation in the form of
Company common stock. |
Audit Committee
The Audit Committee assists the Board in fulfilling its responsibilities for the general
oversight of the integrity of TechTeams financial statements, the independent registered public
accounting firms qualifications and independence, and risk assessment and risk management. Among
other things, the Audit Committee prepares the Report of the Audit Committee for inclusion in the
annual proxy statement; annually reviews the Audit Committee charter and the committees
performance; appoints, evaluates and determines the compensation of TechTeams independent
auditors; reviews and approves the scope of the annual audit, the audit fee and the financial
statements; reviews TechTeams disclosure controls and procedures, internal controls and corporate
policies with respect to financial information; oversees investigations into complaints concerning
financial matters; and reviews other risks that may have a significant impact on TechTeams
financial statements. The Audit Committee is also responsible for the review and approval or
ratification of any related party transaction required to be reported by the Company, and while the
policies and procedures relating to the Audit Committees review and approval of related party
transactions are not in writing, they are evidenced through the minutes of the Audit Committee
meetings where a related party transaction is discussed. The Audit Committee works closely with
management as well as TechTeams independent auditors. The Audit Committee has the authority to
obtain advice and assistance from, and receive appropriate funding from TechTeam for, outside
legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.
The report of the Audit Committee is included in this proxy statement on page 23.
Independence/Financial Expertise
The Board has determined that all members of the Audit Committee are independent directors
according to the independence standards adopted by NASDAQ. None of the members of the Audit
Committee receive compensation from the Company, except in their capacity as directors. Further,
the Board has specifically determined that each member is not an affiliate of the Company pursuant
to Exchange Act Rule 240.10A-3 (b)(1)(ii)(B). The Board has determined Richard R. Widgren qualifies
as an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the
Securities Exchange Act of 1934, as amended.
Compensation Committee
The Compensation Committee discharges the Boards responsibilities relating to compensation of
TechTeams executives; conducts an evaluation of the Chief Executive Officer; provides general
oversight of TechTeams compensation structure, including TechTeams equity compensation plans; and
retains and approves the terms of the retention of any compensation consultants and other
compensation experts. Other specific duties and responsibilities of the Compensation Committee
include the following: determining the compensation of executive officers; approving employment
agreements for executive officers; approving and amending TechTeams incentive compensation and
equity compensation programs (subject to stockholder approval if required); recommending director
compensation to the Board; and annually evaluating the Compensation Committees performance and
its charter.
The report of the Compensation Committee is included in this proxy statement on page 23. The
Compensation Committee has also approved the Compensation Discussion and Analysis contained in this
proxy statement (the CD&A) and recommended approval of the CD&A by the Board.
9
Governance and Nominating Committee
The Governance and Nominating Committee identifies and nominates individuals qualified to
become Board members, consistent with criteria approved by the Board, and identifies best practices
and recommends corporate governance principles. Other specific duties and responsibilities of the
Governance and Nominating Committee include the following: annually assessing the size and
composition of the Board; defining specific criteria for director independence; monitoring
compliance with Board and Board committee membership criteria; annually reviewing and recommending
directors for continued service; coordinating and assisting management and the Board in recruiting
new members to the Board; and overseeing the evaluation of the Board.
Consideration of Director Nominees
The Governance and Nominating Committee utilizes a variety of methods for identifying and
evaluating nominees for director. The Governance and Nominating Committee regularly assesses the
appropriate size of the Board and whether any vacancies on the Board are expected due to retirement
or otherwise. In the event that vacancies are anticipated or otherwise arise, the Governance and
Nominating Committee considers various potential candidates for director. Candidates may come to
the attention of the Governance and Nominating Committee through current Board members,
professional search firms, stockholders or other persons. These candidates are evaluated at
meetings of the Governance and Nominating Committee and may be considered at any point during the
year.
The Board believes that all of its directors should have the highest personal integrity and
have a demonstrated record of ability and judgment. There are no firm minimum qualifications or
skills that a candidate must possess. The Committee evaluates director candidates on a number of
qualifications, including their independence, judgment, leadership ability, expertise in the
industry, experience in developing and analyzing business strategies, financial literacy and, for
incumbent directors, past performance.
Any stockholder nominations proposed for consideration by the Governance and Nominating
Committee should include the nominees name and qualifications for Board membership, all
information relating to each person whom the stockholder proposes to nominate that is required to
be disclosed under applicable rules and regulations of the U.S. Securities and Exchange Commission
(SEC), and the written consent of the person proposed to be nominated to be named in the proxy
statement as a nominee and serve as a director if elected. Nominations should be addressed to:
Corporate Secretary
TechTeam Global, Inc.
27335 W. 11 Mile Road
Southfield, MI 48033
The Governance and Nominating Committee will evaluate a stockholder nominee for director in
the same manner as any other proposed nominee.
Strategy and Investment Committee
The purpose of the Strategy and Investment Committee is to work with management to review,
assess and recommend to the Board, as a whole, the long-term business goals and strategies of the
Company, and to oversee the investment objectives and performance of the Companys investment
activities.
Executive Sessions
Executive sessions of non-employee directors are scheduled at the end of each regular meeting
of the Board. The sessions are scheduled and chaired by the non-employee Chairman of the Board.
Director Attendance at Annual Meeting
The Company expects each of its director nominees to attend the Annual Meeting.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has selected Ernst & Young LLP (Ernst & Young) to serve as TechTeams
independent registered public accounting firm for the fiscal year ending December 31, 2008. The
stockholders will be asked to ratify the selection at the Annual Meeting.
Representatives of Ernst & Young are expected to be present at the Annual Meeting, and they
will have an opportunity to make a statement if they so desire. They will be available to respond
to appropriate questions.
10
Information about our Independent Registered Public Accounting Firm
Ernst & Young, or its predecessors, have audited our consolidated financial statements since
TechTeam became a public company in 1987. As our independent registered public accounting firm,
Ernst & Young will audit our consolidated financial statements for fiscal 2008 and perform
audit-related services in connection with various accounting and financial reporting matters. Ernst
& Young also performs certain non-audit services for TechTeam that are permitted under the
Sarbanes-Oxley Act of 2002 and related rules of the SEC. The Audit Committee has determined that
the provision of audit-related and permitted non-audit services by Ernst & Young is compatible with
maintaining Ernst & Youngs independence pursuant to the auditor independence rules of the SEC.
Fees of Ernst & Young LLP for 2007
The aggregate fees for professional services by Ernst & Young in 2007 and 2006 were as
follows:
|
|
|
|
|
|
|
|
|
Type of Fees |
|
2007 |
|
|
2006 |
|
|
|
(in thousands) |
|
Audit Fees |
|
$ |
809 |
|
|
$ |
1,020 |
|
Audit-Related Fees |
|
|
36 |
|
|
|
29 |
|
Tax Fees |
|
|
157 |
|
|
|
129 |
|
|
|
|
|
|
|
|
Total |
|
$ |
1,002 |
|
|
$ |
1,178 |
|
|
|
|
|
|
|
|
In the above table, in accordance with SEC definitions and rules, Audit fees are fees for
professional services for the audit of the Companys consolidated financial statements included in
Form 10-K, the related assessment of the Companys internal control over financial reporting and
disclosure; review of quarterly financial statements included in Form 10-Q; or for services that
are normally provided by the independent auditor in connection with statutory and regulatory
filings. Audit-related fees are fees for assurance and related services that are reasonably
related to the performance of the audit of the Companys financial statements, such as audits of
employee benefit plans, accounting consultation and pre-acquisition financial due diligence. Tax
fees are fees for tax compliance and tax planning and consulting, including expatriate tax
services.
Pre-Approval Policies and Procedures
In 2007, all audit and non-audit services performed by Ernst & Young were approved in advance
by the Audit Committee. As permitted by the SECs rules, the Audit Committee adopted a policy that
provides for pre-approval by the Audit Committee of specifically defined audit, non-audit and
tax-related services. Unless the specific service has been previously pre-approved with respect to
that year, the Audit Committee must approve the permitted service before the independent auditor is
engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee
authority to approve permitted services provided that the Chairman reports any such decision to the
Audit Committee at its next meeting.
Required Vote and Board of Directors Recommendation
The affirmative vote of a majority of votes cast at the meeting, at which a quorum is present,
is required to approve this proposal. Abstentions and broker non-votes will each be counted as
present for the purposes of determining the presence of a quorum, but will not have any effect on
the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS TECHTEAMS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008
OWNERSHIP OF COMPANY STOCK
The following table shows, as of March 16, 2008, how many shares of our common stock are
beneficially owned by (i) any persons who have reported or are known by the Company to be the
beneficial owner of more than 5% of our common stock, (ii) each director and nominee for director
and (iii) named executive officers included in the Summary Compensation Table included in this
proxy statement. The information for Heartland Advisors, Inc., Dimensional Fund Advisors, Inc., and
AXA Financial, Inc. is based upon their Schedule 13G filings in 2008. The information for Costa
Brava Partnership III, L.P. is based upon its Form 4 filed on February 29, 2008. There were
approximately 10,691,188 shares of the Companys common stock outstanding on March 16, 2008.
11
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Percentage of |
|
|
Beneficially |
|
Outstanding |
Name |
|
Owned (1) |
|
Common Stock (1) |
Greater-than-5% Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costa Brava Partnership III L.P.
420 Boylston Street, Boston, MA 02116. |
|
|
1,319,274 |
|
|
|
12.3 |
% |
|
Heartland Advisors, Inc.
789 North Water Street, Milwaukee, WI 53202 |
|
|
1,141,267 |
|
|
|
10.7 |
% |
|
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401 |
|
|
894,540 |
|
|
|
8.4 |
% |
|
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104 |
|
|
536,620 |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Brown (2) |
|
|
165,188 |
|
|
|
1.6 |
% |
Gary J. Cotshott (3) |
|
|
68,750 |
|
|
|
** |
|
Robert W. Gumber (4) |
|
|
63,630 |
|
|
|
** |
|
Kent Heyman (5) |
|
|
45,993 |
|
|
|
** |
|
Dennis J. Kelly (6) |
|
|
50,933 |
|
|
|
** |
|
John P. Jumper (7) |
|
|
40,568 |
|
|
|
** |
|
Marc J. Lichtman (8) |
|
|
56,063 |
|
|
|
** |
|
James A. Lynch (7) |
|
|
71,900 |
|
|
|
** |
|
Alok Mohan (9) |
|
|
63,729 |
|
|
|
** |
|
Christoph A. Neut (10) |
|
|
40,290 |
|
|
|
** |
|
James G. Roche (5) |
|
|
45,993 |
|
|
|
** |
|
Andrew R. Siegel (11) |
|
|
1,371,871 |
|
|
|
12.8 |
% |
Richard R. Widgren (7) |
|
|
42,118 |
|
|
|
** |
|
Current directors, nominees, and named
executive officers as a group (13 persons) |
|
|
|
|
|
|
19.9 |
% |
|
|
|
** |
|
Less than 1% |
|
(1) |
|
The number of shares shown includes shares that are individually or jointly owned,
as well as shares over which the individual has either sole or shared investment or
voting authority. For the purpose of computing the percentage of the outstanding shares
owned by a stockholder, shares subject to acquisition by such individual within 60 days
of March 16, 2008 are deemed to be outstanding securities of the class owned by that
individual but are not deemed to be outstanding for the purpose of computing the
percentage owned by any other person. |
|
(2) |
|
Includes 125,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(3) |
|
Includes 18,750 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(4) |
|
Includes 25,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(5) |
|
Includes 27,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(6) |
|
Includes 40,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(7) |
|
Includes 23,625 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(8) |
|
Includes 46,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(9) |
|
Includes 37,125 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(10) |
|
Includes 25,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of March 16, 2008. |
|
(11) |
|
Mr. Siegel is a Senior Vice President at Roark, Rearden & Hamot Capital Management
LLC, an investment management firm that is the general partner of Costa Brava Partnership
III, L.P. The shares held by Costa Brava Partnership III, L.P. have been included in the
calculation of the percentage of the holdings of current directors, nominees and named
executive officers as a group. Includes 23,625 shares subject to stock options that are
currently exercisable or exercisable within 60 days of March 16, 2008. |
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of the filings with the SEC and written representations that no other
reports were required, we believe that all of our directors and executive officers complied with
the reporting requirements of Section 16(a) of the Securities Exchange
12
Act of 1934, as amended, during fiscal 2007, except one Form 4 was filed late by each
non-employee director on June 4-5, 2007, to report the stock and option grants that were subject to
the passage of the 2006 Incentive Stock and Awards Plan at the Companys annual meeting of
stockholders on May 16, 2007.
EXECUTIVE MANAGEMENT COMPENSATION AND MANAGEMENT INFORMATION
Information Regarding Executive Management
All executive officers serve at the pleasure of the Board of Directors. There are no family
relationships among any of the directors or executive officers of the Company. The following is a
description of the background of TechTeams executive officers, other than Gary J. Cotshott, whose
biographical information is included in this proxy statement under PROPOSAL 1 ELECTION OF
DIRECTORS.
Kevin P. Burke, 48, Senior Vice President, Americas. Mr. Burke joined TechTeam in December
2006 from CrimeCog Technologies, Inc., a criminal justice enterprise software company, where he was
President and Chief Operating Officer from September 2005 through November 2006. Mr. Burke was
Channel Services Manager for Cisco Systems, Inc. and was responsible for the sales, promotion and
growth of Ciscos Remote Operation Services to IBM from May 2004 through August 2005. From March
2002 through May 2004, he was Region Manager for Information Builders, Inc., a business
intelligence software company. Mr. Burke was Vice President of Sales and Marketing for A.F. Kelly
and Associates from 1998 through February 2002.
Robert W. Gumber, 59, Vice President of Service Delivery. Mr. Gumber became Vice President of
Service Delivery on November 1, 2006. Mr. Gumber joined TechTeam in September 2003 as Vice
President of Operations, EMEA. For the year and a half prior, Mr. Gumber owned and operated RWG and
Associates, L.L.C., a company providing supply chain consulting services. From April 2001 to
October 2001, he was Director, Material Planning and Logistics, for Visteon Corporation.
Dennis J. Kelly, 47, President of TechTeam Government Solutions, Inc. Mr. Kelly joined
TechTeam Government Solutions, Inc. in November 2005. From January 2004 through November 2005, Mr.
Kelly was Senior Vice President of Corporate Communications for Anteon Corporation. In this role,
he was responsible for all external corporate relations including investor, government, public, and
media relations. From October 2002 to December 2003, Mr. Kelly was Senior Vice President for
Business Development at Anteon. From September 1999 to October 2002, he was Group Vice President
for Anteons Information Technology Center.
Marc J. Lichtman, 40, Vice President, Chief Financial Officer and Treasurer. Mr. Lichtman
joined TechTeam in December 2003 as Global Corporate Controller and was promoted to Vice President
and Chief Accounting Officer in August 2004. He was promoted to Chief Financial Officer and
Treasurer in June 2006. From June 2002 through April 2003, he served as a principal with
Ernst & Young LLP in their Assurance and Advisory Business Services Practice. From August 1989
through June 2002, Mr. Lichtman served in various positions with Arthur Andersen LLP in their
Assurance and Business Advisory Practice and was promoted to Partner in September 2001.
Christoph A. Neut, 41, Senior Vice President, EMEA. Mr. Neut has been employed by TechTeams
Belgian subsidiary, TechTeam Global NV/SA, since 1996, when he was responsible for business
development in Europe. In 1998, he became General Manager for TechTeam Global NV/SA. In 2000, he
became Director of Sales Europe. In August 2001, he became Vice President Europe. He became Vice
President of Sales and Marketing, EMEA, in September 2003. He was appointed to his current position
in November 2006.
Compensation Discussion & Analysis
Executive Compensation Policy
Our compensation program is designed to attract and retain highly qualified employees who are
properly motivated to enable the Company to achieve superior long-term performance. The Company
believes in a total compensation model of compensating its executive officers, which includes:
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Compensation based on the level of job responsibility, individual performance and
Company performance. |
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Compensation reflecting the value of the job in the marketplace. To attract and retain
a highly skilled work force, the Company must remain competitive with the pay of other
employers who compete with the Company for talent. |
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Compensation that rewards performance but balances the objectives of
pay-for-performance and retention to ensure that successful, high-achieving employees
will remain motivated and committed to the Company in periods of temporary downturns in
Company performance. |
13
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Performance-based compensation programs that enable employees to easily understand how
their efforts can affect their pay, through individual performance accomplishments and
contributing to the Companys achievement of its strategic and operational goals. |
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A significant proportion of an executive officers overall compensation in equity in
order to link the individual to Company performance and stockholder returns. |
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Compensation of our executive officers that fosters the long-term focus required for
success in our industry. |
The Committees Processes
During each fiscal year, the Compensation Committee (the Committee) reviews each element of
an executive officers compensation history and compares the executive officers compensation with
that of an appropriate market comparison group. Typically, for existing employees, the Committee
receives a performance assessment and compensation recommendation from the chief executive officer
for each named executive officer. The performance evaluation of each executive is based on his or
her achievement of objectives mutually agreed upon by the executive and the chief executive
officer, his or her contribution to the Companys performance, and other leadership
accomplishments. For new employees, the chief executive officer provides a recommendation to the
Committee regarding the appropriate total compensation appropriate for the position. The Committee
has the discretion to accept or modify the chief executive officers recommendations. The Committee
also evaluates the compensation of the chief executive officer, who is absent from those
deliberations, and makes a recommendation to the Board of Directors regarding the chief executive
officers compensation.
In February 2008, the Company hired Gary J. Cotshott to replace William C. Brown as President
and Chief Executive Officer. As a result, it is anticipated that the CEO and the Committee will be
re-evaluating the Companys executive compensation philosophy, policies and practices.
Elements of Executive Compensation
Our executive compensation package includes salary, performance-based cash bonuses, restricted
stock awards, stock option awards, life and disability insurance, and perquisites. The following is
an analysis of the considerations used in establishing each of the components for the named
executive officers.
Base Salary
A competitive salary in light of industry and market conditions is required to attract
executive officers that are capable of leading the Company to meet its objectives. Base salary is
the guaranteed element of an employees annual cash compensation. The value of base salary is
intended to reflect the employees long-term performance, skill set and the market value of that
skill set.
The Companys President and CEO during 2007, William C. Brown, did not receive an increase in
his base salary during 2007. His base salary was established in 2006 through negotiations between
Mr. Brown and the Company at the time of his hire. During the search process, the Board worked with
Korn/Ferry International (the CEO search firm) to establish the compensation required to retain a
qualified CEO. The base salary for Mr. Brown was consistent with the market rate based on
information provided by Korn/Ferry International.
Messrs. Gumber, Lichtman and Neut received pay increases in May 2007 based upon Mr. Browns
recommendation to the Committee. In determining his recommendation, Mr. Brown analyzed and
evaluated the individuals performance and compensation history, the market value of the skill set,
as well as the salary consistency for executive officers as a whole. Mr. Gumber received a 3%
increase to $231,750. Mr. Lichtman received a 4% increase to $178,880, and Mr. Neut received a
10.5% increase to 198,000, in part based upon his added responsibilities as Senior Vice
President, EMEA. As the leader of the Companys Government Solutions business unit, Mr. Kelly
declined to participate in the Companys customary annual merit increase schedule in May 2007 in
order to control the business units expenses. In November 2007, Mr. Kelly received a 10% increase
to $264,000. Mr. Browns recommendation for Mr. Kellys increase was based upon the same
information noted above for Messrs. Gumber, Lichtman and Neut.
14
Performance-Based Cash Bonus
The Company has established an annual performance-based cash bonus program (the Annual
Incentive Plan or AIP) in order to align employees goals with the Companys revenue and net
income objectives for the bonus year. For 2007, a participants AIP cash bonus was based on four
factors: (1) the target bonus percentage; (2) achieving the Companys adjusted net income
target1; (3) achieving the Companys revenue target; and (4) the individuals
performance on pre-set individual objectives.
The target bonus is based on job responsibilities and independent peer group data received
from outside compensation consultants in 2006. The Companys objective was to set bonus targets
such that total annual cash compensation was within the broad middle range of peer group companies,
and to ensure a substantial portion of that compensation was linked to Company performance.
Consistent with our executive compensation policy, individuals with greater job responsibilities
had a greater proportion of their total cash compensation tied to Company performance through the
bonus plan. The named executive officers bonus targets for 2007 (expressed as a percentage of base
salary) were: Mr. Brown, 50%; Mr. Kelly, 45%; Mr. Neut, 45%, Mr. Gumber, 40%, and Mr. Lichtman,
40%.
Each metric (adjusted net income, revenue and individual objectives) is allocated a percentage
of the officers target bonus. For Mr. Brown, as Chief Executive Officer, 100% of his bonus was
based upon the Company meeting its financial performance targets. For Messrs. Kelly and Neut, 75%
of their respective bonuses were based upon the Company meeting its financial performance targets,
and 25% of their respective bonus was based upon meeting their individual objectives. For Messrs.
Gumber and Lichtman, 50% of their respective bonuses were based upon the Company meeting its
financial performance targets, and 50% of their respective bonus was based upon meeting their
individual objectives. The Committee believes that this mix of performance measures encourages
employees to focus appropriately on growing revenue, delivering appropriate levels of net income
and completing their non-financial objectives that are important for the Companys continuing
success. These metrics are also effective motivators because they are easy to track and clearly
understood by employees. Under the plan formula, payouts to named executive officers could have
ranged from zero to 180% of target depending on Company performance. However, the Company must meet
80% of the target adjusted net income metric for any bonus under the AIP to become due.
For 2007, the Board initially set performance requirements of $190.5 million in annual revenue
and $7.98 million in adjusted net income. Inasmuch as the Company acquired three companies in 2007,
and the AIP did not specifically address how the results from acquisitions affected the target, the
Committee determined, in accordance with its discretion under the AIP, that the 2007 financial
targets should be modified to include the projected financial results of the acquisitions.
Accordingly, the performance requirements were modified to $224.4 million in annual revenue and
$9.97 million in adjusted net income. The Company did not meet the required 80% of adjusted net
income threshold for the payment of bonuses to named executive officers in 2007.
Nevertheless, pursuant to its discretionary authority, the Committee recommended, and the
Board approved, cash bonus payments to named executive officers in recognition of: (1) the solid
progress made by management during 2007, including leading to the improvement in the Companys
financial results; (2) the challenges caused by the CEO transition process and its effect on the
Companys 2007 financial results; and (3) the importance of providing incentive to retain
management personnel who performed well during the transition. The amounts paid to the named
executive officers are included in the Summary Compensation Table under Bonus.
Equity Incentives Total Equity Program
We employ two forms of equity incentives under the TechTeam Global, Inc. 2006 Incentive Stock
and Awards Plan: stock options and restricted stock awards. The Committee believes that incentives
foster the long-term perspective necessary for continued success in our business, and they ensure
that our executives are properly focused on increasing stockholder value.
Options. The Company strongly believes that stock options provide its executive officers with
the chance to benefit from the Companys long-term growth and profitability. As the value of
options is based on the Companys common stock price, the executive officers interests are closely
aligned with the interests of the Companys stockholders. The use of vesting periods assist the
Company in retaining key employees because the stock options are forfeited if the key employee does
not exercise the option within 90 days after leaving the employment of the Company. The Company has
not repriced options; likewise, if the stock price declines after the grant date, the Company has
not replaced options.
In 2007, the Company made two option awards to each named executive officer. In June 2007,
Messrs. Gumber, Kelly, Neut and Lichtman received options to purchase 5,000, 9,200, 9,200 and 5,000
shares, respectively. These awards were based upon a
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1 |
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Adjusted Net Income is the net income of the Company
for the Measurement Period as reported in the Companys Annual Report on Form
10-K, before the recognition of the expense and the associated tax benefit of
the bonus pool, and excluding net interest income or expense and the associated
tax liability or benefit resulting from that net interest income or expense. |
15
recommendation from Mr. Brown to the Committee, and the amounts were determined by his
evaluation and analysis of the appropriate amount of annual equity for the position of the named
executive officer. In November 2007, the Board, based upon the recommendation of the Committee
awarded each of Messrs. Kelly and Neut options to purchase 40,000 shares and each of Messrs. Gumber
and Lichtman options to purchase 25,000 shares. This grant of equity was primarily focused on the
retention of key employees during the period of CEO leadership transition. All of the options
awarded in 2007 have an exercise price equal to the market price on the date of grant, a ten-year
term and vest in equal installments over four years.
Incentive Equity. Restricted stock awards to named executive officers are made under the
Companys Long-Term Incentive Plan (the LTIP) approved in 2003. Under the LTIP, awards of
restricted stock are based upon the attainment of the Companys operating income targets set at the
beginning of each year for a rolling three-year period. If the cumulative operating income targets
have been met over the three-year term, restricted stock will be granted to the executive with a
value equal to a specified percentage of his base salary. The size of the award is dependent upon
the percentage attainment of the three-year operating income target, determined by dividing the
actual operating income for three-years by the three-year target operating income. If the Company
achieves at least 80% of the rolling three year target, a restricted stock award will be granted.
Between 80 and 89%, restricted stock valued at 50% of the executives target will be awarded.
Between 90 and 99%, restricted stock valued at 75% of the executives target will be awarded. If
the percentage is 100% or better, the executive officer will receive restricted stock valued at the
factor of his target multiplied by the percentage the Company exceeded the cumulative three-year
target.
In 2007, Mr. Browns target was 30% of his base salary; Messrs. Kelly and Neuts target was
25% of their base salary, and Messrs. Gumber and Lichtmans targets were 20% of their base salary.
The aggregate operating income for the past three-years was above 80%, and therefore the plan
provided the participants with an award of one-half of their target award. Restricted stock awards
were made to Messrs. Brown, Gumber, Kelly, Lichtman and Neut in the following numbers of shares,
respectively: 6,784; 2,650; 3,534; 2,026; and 4,140. Except for the shares awarded to Mr. Brown,
which vested immediately under the Amendment to his Employment and Non-competition Agreement, these
shares will vest in equal amounts over four years after the date of grant.
Employee and Post-Employment Benefits
The Company offers core employee benefits coverage in order to provide our global workforce
with a reasonable level of financial support in the event of illness or injury and in order to
enhance productivity and job satisfaction.
The benefits available are the same for all U.S. employees and named executive officers and
include medical and dental coverage and life insurance. In addition, the Companys maintains a
401(k) Plan in which all U.S. employees, including executive officers, are entitled to participate.
Messrs. Brown, Gumber and Lichtman participated in the Companys 401(k) Plan and received matching
contributions in Company stock up to three percent of their salary. Mr. Kelly participated in the
401(k) Plan provided to the employees of TechTeam Government Solutions, Inc., and received a
matching contribution of up to three percent of his salary.
In addition to the standard benefits offered by the Company, executive officers in the U.S.
are eligible to participate in the Companys Executive Benefits Program. An executive receives life
insurance for up to three times his base salary or a maximum of $500,000 coverage. Executives may
also apply for long-term disability insurance, which pays 67% of base salary, up to a maximum of
$10,000 per month, for qualified disabilities. These benefits are paid for by the Company.
Mr. Neut receives benefits available for all Belgium employees, including luncheon vouchers
and representation vouchers. The Company also provides him with payments for a retirement plan,
which amount was equal to $14,396 for 2007.
Perquisites
The Company does not provide significant perquisites or personal benefits to its named
executive officers, except that the Company pays for Mr. Browns apartment in Birmingham, Michigan.
Further, it leases automobiles for Messrs. Brown and Neut. The perquisites for Mr. Brown were
negotiated in his employment agreement in lieu of any relocation expenses. The perquisites paid to
the named executive officers in 2007 are further described in footnote (4) to the Summary
Compensation Table included below in this proxy statement.
Employment Contracts
On February 3, 2006, the Company entered into an Employment and Non-Competition Agreement with
Mr. Brown (the Employment Agreement). The term of the Employment Agreement is for three-years
commencing, on February 16, 2006. In November 2007, the Company and Mr. Brown agreed that his
Employment Agreement would not be renewed. Accordingly, on November 2, 2007, the Company and
Mr. Brown agreed to modify his Employment Agreement and entered into Amendment To Employment and
Noncompetition Agreement (Amendment). The Amendment provides, among other things, that: (1) all
unvested stock-based awards (options and restricted stock) then outstanding or issued as a result
of the 2007 LTIP awards would become immediately vested on the date of his resignation as President
and Chief Executive Officer, (2) Mr. Brown will have until
16
February 15, 2010, to exercise any outstanding stock options, and (3) Mr. Brown will be paid a bonus for
fiscal 2008 of not less than $75,000. Mr. Brown resigned as President and Chief Executive Officer
on February 11, 2008.
Mr. Brown remains employed by the Company, and the other terms of his Employment Agreement
remain in effect. His employment will terminate automatically upon his death or disability, and the
Company may terminate Mr. Browns employment only for cause, which includes, but is not limited
to; (1) any material breach of the Employment Agreement by Mr. Brown, which is not remedied within
thirty (30) days after written notice thereof; (2) Mr. Browns conviction of a felony or other
crime involving moral turpitude, or any act or omission by him during his employment involving
willful malfeasance or gross negligence in the performance of his duties hereunder; or (3) Mr.
Browns failure to follow the reasonable instructions given in good faith by the Board, which
failure is not remedied within thirty (30) days after written notice thereof. He is entitled to
participate in all benefits and executive perquisites under the Companys benefit plans, practices,
policies, and programs to the extent generally applicable to other executives of the Company, and
the Company is still leasing a car and an apartment for his use. The Agreement also provides
certain covenants by Mr. Brown not to compete with TechTeam during the term of the Agreement and
for a period of one year thereafter.
Christoph Neut, Senior Vice President, EMEA, is an employee of TechTeam Global NV/SA, the
Companys Belgian subsidiary. Mr. Neut has an employment contract with TechTeam Global NV/SA that
is similar in material aspects to the employment contracts for other employees of TechTeam Global
NV/SA.
Other than Employment Agreements Relating to a Change of Control discussed under Severance
Benefits below, the Company does not have employment agreements with any of its other named
executive officers.
Severance Benefits
Under Mr. Browns employment agreement, as described above, if Mr. Brown is dismissed from his
position without cause, as defined in the employment agreement, Mr. Brown will be entitled to
payment of his base salary for the remaining term of his agreement. Mr. Neut is a party to an
employment agreement subject to the laws of Belgium, which provides severance protection that is
dependent upon his salary and the length of time that he has been employed. Based upon the formula
utilized by the Belgian courts in determining the amount of the severance protection provided, the
Company the severance expense could be in excess of 500,000.
Messrs. Kelly, Gumber and Lichtman are entitled to severance benefits under the Companys
Executive Separation Policy Statement if they are terminated without cause, as defined in the
policy statement. Cause is defined as any one of the following: (1) conviction of a felony or
conduct with respect to his duties that are fraudulent or materially illegal; (2) use of illegal
drugs or the abuse of alcohol; (3) willful neglect of duties or negligence in the performance of
his duties which materially affects the Company or an affiliates business, or two consecutive
failing performance evaluations; or (4) failure to follow reasonable instructions given in good
faith by the Board of Directors. Under this policy, they are entitled to a lump-sum severance
payment of salary and medical benefits for a period of six months after termination. After being
employed by the Company for five years, the severance benefits increases to one year after
termination. Messrs. Kelly, Gumber and Lichtman have all been employed less than five years.
Mr. Gumber and Mr. Lichtman will have been employed for five years on October 6, 2008 and December
8, 2008, respectively. Currently, the Company estimates the severance expense for Messrs. Gumber,
Kelly and Lichtman to be approximately $125,000, $145,000, and $100,000, respectively. Under this
policy, in order to provide incentives for the executive to remain employed by the Company, an
executives unexercised vested stock options must be exercised within 90 days of termination, and
the unvested restricted stock or options are forfeited at the termination of employment.
The Company has adopted a change-in-control severance pay program for executive officers that
do not have employment contracts. The program is intended to preserve employee morale and
productivity and encourage retention in the face of the disruptive impact of an actual or rumored
change in control of the Company. In addition, for executives, the program is intended to align
executive and stockholder interests by enabling executives to consider corporate transactions that
are in the best interests of the stockholders and other constituents of the Company without undue
concern over whether the transactions may jeopardize the executives own employment.
Each of Messrs. Kelly, Gumber and Lichtman has entered into an Employment Agreements Relating
to Change of Control that provides him with severance benefits in the case of a change in control
of TechTeam. These agreements provide these executives, in the event of their involuntary
termination after a change in control, with (i) a lump-sum payment by TechTeam of 100% of their
respective base annual salary, (ii) accelerated vesting of all unvested options to purchase common
stock of TechTeam, (iii) employee benefits for a one-year period, and (iv) one year of Company-paid
outplacement services. Change of Control is defined in the agreement as: (1) the sale of (a) all
then outstanding shares of common stock of TechTeam or (b) 51% of outstanding voting securities of
TechTeam entitled to vote generally in the election of the directors; or (2) the consummation of
the sale or other disposition of all or substantially all of the assets or operations of TechTeam.
17
Deductibility Cap on Executive Compensation
Section 162(m) of the Internal Revenue Code provides, in general, that compensation to certain
individual executives during any year in excess of $1 million is not deductible by a public
company. The Committee believes that, given the range of salaries and number of stock options of
executive officers, the $1 million threshold will not be reached by an executive officer of
TechTeam in the near future. Accordingly, the Committee has not considered what its policy
regarding compensation not qualifying for tax deductibility might be. The Committee will assess
this issue when it appears the threshold may be reached.
Compensation Consultants
Consistent with the Committees charter, the Committee may retain the services of independent
compensation experts. In 2007, the Committee did not retain the services of any compensation
consultants to provide them with competitive salary data for executive officers.
2008 Compensation Decisions
In February 2008, the Company entered into an Employment and Non-competition Agreement with
its new President and Chief Executive Officer, Gary J. Cotshott (Cotshott Employment Agreement).
In negotiating this agreement, the Committee established a strong equity component to Mr.
Cotshotts compensation because it believes that a major share of the CEOs total compensation
needs to be driven by the Companys consistent delivery of solid financial results.
Under the Cotshott Employment Agreement, Mr. Cotshott will receive: (1) an initial annual base
salary of $350,000; (2) non-qualified stock options to purchase 300,000 shares, which (i) vest in
equal quarterly installments over four years, starting at the end of the 1st quarter of 2008, (ii)
have a ten-year term, and (iii) bear a strike price equal to the closing price of the Companys
common stock on February 11, 2008; (3) 50,000 shares of restricted stock, which vest in equal
quarterly installments over four years starting at the end of the 1st quarter of 2008; and (4)
annual option grants for four years, starting in 2009, for a minimum of 50,000 shares. Mr.
Cotshott is eligible to participate in the Companys Annual Incentive Plan and the Executive
Long-Term Incentive Plan during 2008, and he is guaranteed a cash bonus for fiscal 2008 of at least
$126,000 under the Annual Incentive Plan. Mr. Cotshott will be entitled to participate in all
benefits and executive prerequisites under the Companys benefit plans, and he will receive up to
$35,000 toward medical insurance reimbursement, professional financial and tax assistance, and
annual medical examinations.
Either TechTeam or Mr. Cotshott may terminate the Agreement without cause. TechTeam can
terminate the Agreement with Cause, and Mr. Cotshott can terminate the Agreement for Good
Reason or under certain circumstances upon a Change of Control. The Agreement will also terminate
upon Mr. Cotshotts death or disability. Cause includes: (1) an act of fraud, embezzlement,
theft, or other similar material dishonest conduct in connection with his employment; (2) his
willful and continued failure to substantially perform the principal aspects of the his duties,
which continues after fourteen (14) days written notice; (3) an intentional action or failure to
act by him that is materially injurious to the Company; (4) any act or omission by him involving
malfeasance or gross negligence in the performance of his duties hereunder; and/or (5) his failure
to follow the reasonable and lawful instructions given in good faith by the Board. Good Reason
includes: (a) violation by the Company of this Agreement, which remains uncured after such breach
for (60) days; (b) he is required to relocate outside the greater metropolitan Austin, Texas area;
or (c) the Company reduces or reassigns, in any material aspect, any of his offices, titles, duties
or responsibilities, reporting requirements, authority or prerogatives or removes him from any
position in the Company, including membership on the Board of Directors. A Change of Control of
the Company means: (i) any merger, consolidation, recapitalization of the Company or the sale or
other transfer of greater than 50% of all then outstanding voting shares of the Company entitled to
vote generally in the election of the directors; (ii) the consummation of the sale, lease,
dissolution or other transfer or disposition of all or a majority of the assets or operations of
the Company; or (iii) a change in composition of the Board of Directors involving a majority of the
then current incumbent directors as a result of either an actual or threatened election contest, as
such terms are used in Rule 14a-11 under the Securities Exchange Act of 1934, as amended.
Further, the Agreement requires Mr. Cotshott to maintain the confidentiality of TechTeams
confidential information, not to compete with TechTeam during his employment and for one year after
the termination of the Agreement, or solicit TechTeams employees or customers during the term of
the Agreement and two years thereafter.
The Company anticipates that the new CEO and the Committee will conduct a thorough review of
the Companys executive compensation philosophy, processes and practices during 2008.
18
Summary Compensation Table
The following table sets forth certain information concerning compensation awarded to, paid to
or earned by TechTeams Chief Executive Officer, Chief Financial Officer and each of the other
three most highly-compensated executive officers of TechTeam as of December 31, 2007 (the named
executive officers), and their compensation for the 2007, 2006 and 2005 fiscal years.
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SUMMARY COMPENSATION TABLE |
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Non-Equity |
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All Other |
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Stock |
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Option |
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Incentive Plan |
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Compensation |
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Total |
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|
Salary |
|
Bonus |
|
Awards(1) |
|
Awards(1) |
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Compensation |
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(4) |
|
Compensation |
Name and Principal Position |
|
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
William C. Brown (2) |
|
|
2007 |
|
|
$ |
384,000 |
|
|
$ |
95,500 |
|
|
$ |
57,600 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
56,397 |
|
|
$ |
593,497 |
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Principal Executive Officer |
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2006 |
|
|
|
313,108 |
|
|
|
310,000 |
|
|
|
263,000 |
|
|
|
361,117 |
|
|
|
|
|
|
|
55,524 |
|
|
|
1,302,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
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Marc J. Lichtman |
|
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2007 |
|
|
|
175,705 |
|
|
|
30,000 |
|
|
|
43,121 |
|
|
|
102,002 |
|
|
|
|
|
|
|
8,490 |
|
|
|
359,318 |
|
Principal Financial Officer |
|
|
2006 |
|
|
|
166,641 |
|
|
|
26,000 |
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
8,508 |
|
|
|
213,149 |
|
|
|
|
2005 |
|
|
|
156,154 |
|
|
|
|
|
|
|
24,075 |
|
|
|
82,766 |
|
|
|
35,900 |
|
|
|
5,842 |
|
|
|
304,737 |
|
|
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Robert W. Gumber |
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2007 |
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228,635 |
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45,550 |
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22,500 |
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|
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102,002 |
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44,759 |
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443,446 |
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Vice President of Service |
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2006 |
|
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158,365 |
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20,000 |
|
|
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22,500 |
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|
|
|
|
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75,089 |
|
|
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275,954 |
|
Delivery |
|
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2005 |
|
|
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210,769 |
|
|
|
|
|
|
|
42,800 |
|
|
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27,990 |
|
|
|
47,586 |
|
|
|
95,031 |
|
|
|
424,176 |
|
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Dennis J. Kelly |
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|
2007 |
|
|
|
246,846 |
|
|
|
85,010 |
|
|
|
55,920 |
|
|
|
167,840 |
|
|
|
|
|
|
|
7,088 |
|
|
|
562,704 |
|
President, TechTeam |
|
|
2006 |
|
|
|
239,999 |
|
|
|
150,000 |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
6,257 |
|
|
|
426,256 |
|
Government Solutions, Inc. |
|
|
2005 |
|
|
|
18,462 |
|
|
|
|
|
|
|
|
|
|
|
101,765 |
|
|
|
|
|
|
|
|
|
|
|
120,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christoph A. Neut (3) |
|
|
2007 |
|
|
|
303,001 |
|
|
|
65,707 |
|
|
|
35,145 |
|
|
|
167,840 |
|
|
|
|
|
|
|
37,374 |
|
|
|
609,067 |
|
Senior Vice President, |
|
|
2006 |
|
|
|
239,650 |
|
|
|
32,500 |
|
|
|
22,259 |
|
|
|
|
|
|
|
|
|
|
|
33,078 |
|
|
|
327,487 |
|
EMEA |
|
|
2005 |
|
|
|
205,356 |
|
|
|
|
|
|
|
45,752 |
|
|
|
27,990 |
|
|
|
47,440 |
|
|
|
30,661 |
|
|
|
357,199 |
|
|
|
|
(1) |
|
A discussion of the assumptions used in calculating these values may be found in
Note 9 to our 2007 audited financial statements on pages 64-68 of our Annual Report to
Stockholders for the year ended December 31, 2007. |
|
(2) |
|
Mr. Brown resigned as President and Chief Executive Officer on February 11, 2008. |
|
(3) |
|
Mr. Neuts 2007 compensation is reported in U.S. dollars based upon the prevailing
exchange rate from the euro to U.S. dollar on March 13, 2008 of $1.54. His 2006
compensation is reported in U.S. dollars based upon the prevailing exchange rate from the
euro to U.S. dollar on February 12, 2007 of $1.30 per euro. His 2005 compensation is
reported in U.S. dollars based upon the prevailing exchange rate from the euro to U.S.
dollar on March 20, 2006 of $1.22 per euro. The numbers represented in the tables are
determined by multiplying the exchange rates noted above by the amount of his
compensation in euro. |
|
(4) |
|
For the named executive officers, this column includes the information set forth in
the table below. |
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
401 (k) |
|
Insurance |
|
|
|
|
|
Belgian |
|
|
|
|
|
|
|
|
Company |
|
Premiums |
|
|
|
|
|
Benefits |
|
|
Name |
|
Year |
|
Match |
|
(a) |
|
Perquisites |
|
(d) |
|
Total |
William C. Brown |
|
|
2007 |
|
|
$ |
12,054 |
|
|
$ |
1,344 |
|
|
$ |
42,999 |
(b) |
|
|
n/a |
|
|
$ |
56,397 |
|
|
|
|
2006 |
|
|
|
5,252 |
|
|
|
672 |
|
|
|
49,600 |
(b) |
|
|
n/a |
|
|
|
55,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc J. Lichtman |
|
|
2007 |
|
|
|
6,051 |
|
|
|
2,439 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
8,490 |
|
|
|
|
2006 |
|
|
|
6,070 |
|
|
|
2,438 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
8,508 |
|
|
|
|
2005 |
|
|
|
2,793 |
|
|
|
3,049 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
5,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Gumber |
|
|
2007 |
|
|
|
6,770 |
|
|
|
214 |
|
|
|
37,775 |
(c) |
|
|
n/a |
|
|
|
44,759 |
|
|
|
|
2006 |
|
|
|
7,456 |
|
|
|
206 |
|
|
|
67,427 |
(c) |
|
|
n/a |
|
|
|
75,089 |
|
|
|
|
2005 |
|
|
|
4,216 |
|
|
|
n/a |
|
|
|
90,815 |
(c) |
|
|
n/a |
|
|
|
95,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis J. Kelly |
|
|
2007 |
|
|
|
5,815 |
|
|
|
1,273 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
7,088 |
|
|
|
|
2006 |
|
|
|
4,984 |
|
|
|
1,273 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
6,257 |
|
|
|
|
2005 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christoph A. Neut |
|
|
2007 |
|
|
|
14,396 |
(e) |
|
|
171 |
|
|
|
17,210 |
|
|
$ |
5,597 |
|
|
|
37,374 |
|
|
|
|
2006 |
|
|
|
11,726 |
(e) |
|
|
143 |
|
|
|
16,662 |
|
|
|
4,547 |
|
|
|
33,078 |
|
|
|
|
2005 |
|
|
|
7,703 |
(e) |
|
|
135 |
|
|
|
15,766 |
|
|
|
7,057 |
|
|
|
30,661 |
|
|
|
|
(a) |
|
Represents payments for health insurance and term life insurance. |
|
(b) |
|
Includes amounts for housing provided by the Company and/or the use of a Company
automobile. |
|
(c) |
|
Between November 2003 and June 2006, Mr. Gumber was the Vice President of
Operations, EMEA, living in Brussels, Belgium, as an expatriate. As part of his
employment arrangement, TechTeam paid for his automobile, housing, certain travel
expenses, and, as of October 2005, a monthly expense stipend. A portion of the amount
listed for 2005 and 2006 and all of the amounts paid in 2007 is for the gross up of the
compensation to pay for Mr. Gumbers additional tax burden as a result of the payments |
|
(d) |
|
Includes amounts paid for benefits particular to TechTeams subsidiary in Belgium,
TechTeam Global NV/SA, including luncheon vouchers and representation allowances. |
|
(e) |
|
Represents the amount paid by TechTeam Global, NV/SA toward a retirement plan for
Mr. Neut. |
20
Grants of Plan-Based Awards
The compensation plans under which the grants in the following table were made are generally
described in the Compensation Discussion and Analysis, beginning on page 13, and include the Annual
Incentive Plan (a non-equity, cash incentive plan) and the Long-Term Incentive Plan (which provides
for restricted stock grants).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other |
|
All other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock |
|
option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards: |
|
awards: |
|
Exercise or |
|
Grant date |
|
|
Grant |
|
Estimated future payouts under |
|
Estimated future payouts under equity |
|
Number of |
|
Number of |
|
base price |
|
fair value of |
|
|
Date |
|
non-equity incentive plan awards (2) |
|
incentive plan awards (3) |
|
shares of |
|
securities |
|
of option |
|
stock and |
|
|
(mm/dd/year) |
|
Threshold |
|
Target |
|
Maximum |
|
|
|
|
|
Target |
|
Maximum |
|
stock or |
|
underlying |
|
awards |
|
option |
Name |
|
(1) |
|
($) |
|
($) |
|
($) |
|
Threshold ($) |
|
($) |
|
($) (5) |
|
units (#) |
|
options (#) |
|
($/Sh) |
|
awards |
William C. Brown |
|
|
03/15/2008 |
|
|
$ |
|
|
|
$ |
192,000 |
|
|
$ |
307,200 |
|
|
$ |
|
|
|
$ |
115,200 |
|
|
$ |
230,400 |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc J. Lichtman |
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
12.96 |
|
|
|
19,320 |
|
|
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
25,920 |
|
|
|
|
11/14/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
11.82 |
|
|
|
82,682 |
|
|
|
|
03/15/2008 |
|
|
|
|
|
|
|
70,405 |
|
|
|
126,730 |
|
|
|
|
|
|
|
34,400 |
|
|
|
68,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Gumber |
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
|
|
|
12.96 |
|
|
|
19,320 |
|
|
|
|
11/14/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
11.82 |
|
|
|
82,682 |
|
|
|
|
03/15/2008 |
|
|
|
|
|
|
|
91,575 |
|
|
|
164,835 |
|
|
|
|
|
|
|
45,000 |
|
|
|
90,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis J. Kelly |
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,200 |
|
|
|
12.96 |
|
|
|
35,548 |
|
|
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
25,920 |
|
|
|
|
11/14/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
11.82 |
|
|
|
132,292 |
|
|
|
|
03/15/2008 |
|
|
|
|
|
|
|
109,800 |
|
|
|
186,660 |
|
|
|
|
|
|
|
60,000 |
|
|
|
120,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christoph Neut (4) |
|
|
06/08/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,200 |
|
|
|
12.96 |
|
|
|
35,548 |
|
|
|
|
11/14/2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
11.82 |
|
|
|
132,292 |
|
|
|
|
03/15/2008 |
|
|
|
|
|
|
|
132,137 |
|
|
|
224,633 |
|
|
|
|
|
|
|
76,230 |
|
|
|
152,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The grant date for 2007 awards under the Companys equity incentive plan was March
15, 2008. The values of the awards are disclosed in the Summary Compensation Table under
Stock Awards. The actual shares of restricted stock awarded were as follows: Mr.
Brown: 6,784; Mr. Lichtman: 2,026; Mr. Gumber: 2,650; Mr. Kelly: 3,534; and Mr. Neut:
4,140. |
|
(2) |
|
Represents the estimated range of payouts to named executive officers under the
Companys Annual Incentive Plan during 2007. |
|
(3) |
|
The Company is reporting these numbers in dollars, rather than in number of shares,
because the size of the award is a factor of the executive officers base salary. The
number of shares is determined by an average price of the Companys stock for the thirty
trading days before March 15 of each fiscal year. |
|
(4) |
|
Amounts for Mr. Neut are reported in U.S. dollars based upon the prevailing
exchange rate from the euro to U.S. dollar on March 13, 2008 of $1.54. The numbers
represented in the table are determined by multiplying the exchange rate by the amount of
his compensation in euro. |
|
(5) |
|
The maximum payout under the Long-Term Incentive Plan is unlimited. For purposes of
this table, a 200% payout was assumed. |
21
Outstanding Equity Awards at Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
Number of |
|
Market Value of |
|
|
|
|
|
|
Number of Securities Underlying |
|
Option |
|
Expiration |
|
Shares of |
|
Shares that have |
|
|
|
|
|
|
Unexercised Options |
|
Exercise |
|
Date |
|
Stock that have |
|
not Vested |
Name |
|
|
|
|
|
Exercisable |
|
Unexercisable |
|
Price |
|
(mm/dd/year) |
|
not Vested |
|
($) (7) |
William C. Brown |
|
|
(1 |
) |
|
|
90,000 |
|
|
|
35,000 |
|
|
$ |
9.58 |
|
|
|
02/16/16 |
|
|
|
|
|
|
$ |
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750 |
|
|
|
236,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,784 |
|
|
|
85,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marc J. Lichtman |
|
|
(3 |
) |
|
|
12,000 |
|
|
|
4,000 |
|
|
|
7.42 |
|
|
|
01/27/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
9.00 |
|
|
|
07/09/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,000 |
|
|
|
|
|
|
|
11.80 |
|
|
|
03/08/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
9.83 |
|
|
|
12/13/15 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
5,000 |
|
|
|
12.96 |
|
|
|
06/08/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
25,000 |
|
|
|
11.82 |
|
|
|
11/14/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,304 |
|
|
|
29,030 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,022 |
|
|
|
12,877 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
25,200 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,026 |
|
|
|
25,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Gumber |
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
9.00 |
|
|
|
07/09/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
9.83 |
|
|
|
12/13/15 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
5,000 |
|
|
|
12.96 |
|
|
|
06/08/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
25,000 |
|
|
|
11.82 |
|
|
|
11/14/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,377 |
|
|
|
55,150 |
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,096 |
|
|
|
51,609 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,915 |
|
|
|
24,129 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,650 |
|
|
|
33,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis J. Kelly |
|
|
|
|
|
|
40,000 |
|
|
|
|
|
|
|
8.90 |
|
|
|
11/14/15 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
9,200 |
|
|
|
12.96 |
|
|
|
06/08/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
40,000 |
|
|
|
11.82 |
|
|
|
11/14/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,554 |
|
|
|
32,180 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
25,200 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,534 |
|
|
|
44,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christoph Neut |
|
|
|
|
|
|
15,000 |
|
|
|
|
|
|
|
9.02 |
|
|
|
07/16/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
9.83 |
|
|
|
12/13/15 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
9,200 |
|
|
|
12.96 |
|
|
|
06/08/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
40,000 |
|
|
|
11.82 |
|
|
|
11/14/17 |
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,091 |
|
|
|
64,146 |
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,378 |
|
|
|
55,162 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,895 |
|
|
|
23,877 |
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,140 |
|
|
|
52,164 |
|
|
|
|
(1) |
|
The remaining options became fully vested on February 11, 2008 as part of the
amendment to Mr. Browns Employment Agreement. |
|
(2) |
|
The restricted shares became fully vested on February 11, 2008, as part of the
amendment to Mr. Browns Employment Agreement. |
|
(3) |
|
The options vest in four equal parts annually on the anniversary of the date of
grant. |
|
(4) |
|
The restricted shares vest in four equal parts annually commencing on January 1,
2009. |
|
(5) |
|
The restricted shares vest in four equal parts annually on the anniversary of the
date of award. |
|
(6) |
|
The restricted shares vest in four equal parts annually commencing on January 1,
2008. |
|
(7) |
|
The market value is based on the closing stock price of the Companys common stock
on December 31, 2007 of $12.60 per share. |
22
Options Exercised and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
Shares |
|
Value |
|
Number of |
|
Value |
|
|
Acquired on |
|
Realized on |
|
Shares Acquired |
|
Realized |
|
|
Exercise |
|
Exercise |
|
on Vesting |
|
on Vesting |
Name |
|
(#) |
|
($) |
|
(#) |
|
($) |
William C. Brown |
|
|
|
|
|
$ |
|
|
|
|
6,250 |
|
|
$ |
69,312 |
|
Marc J. Lichtman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Gumber |
|
|
14,000 |
|
|
|
50,120 |
|
|
|
|
|
|
|
|
|
Dennis J. Kelly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christoph A. Neut |
|
|
10,000 |
|
|
|
30,410 |
|
|
|
|
|
|
|
|
|
Deferred Compensation Program
The Company provides a non-qualified deferred compensation plan to its management. The
Supplemental Retirement Savings Plan (SRSP) enables executives to defer up to 17% of their
compensation to the Companys 401(k) and SRSP combined. Deferral elections are made in December for
the upcoming plan year and are irrevocable for that one year. Elections for deferrals on bonus
compensation must be made by June 15. None of the named executive officers participate in the SRSP.
Retirement Benefits
We maintain two 401(k) plans, which are defined contribution plans qualified under sections
401(a) and 401(k) of the Internal Revenue Code, under which our U.S. employees, including named
executive officers, may participate. Eligible employees may elect to contribute a portion of their
salary to the plan, and the Company provides matching contributions on the employees contributions
for 100% of the first 1% and 50% of the next 5% of the employees base salary. The TechTeam Global,
Inc. 401(k) plan pays this matching contribution in Company stock, and Messrs. Brown, Lichtman and
Gumber participate in this Plan. Mr. Kelly participates in the TechTeam Government Solutions 401(k)
Plan and Trust.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion
and Analysis as required by Item 402(b) with management. Based upon this review and discussion, the
Compensation Committee recommended to the Board, and the Board has approved, the inclusion of the
Compensation Discussion and Analysis in this Proxy.
The foregoing Compensation Committee Report does not constitute soliciting material and should
not be deemed filed or incorporated by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent the Company
specifically incorporates such report by reference therein.
Respectfully Submitted,
Kent Heyman
John P. Jumper
Alok Mohan
REPORT OF THE AUDIT COMMITTEE
The Audit Committee represents and assists the Board in fulfilling its responsibilities for
general oversight of the integrity of TechTeams financial statements, TechTeams compliance with
legal and regulatory requirements, the independent registered public accounting firms
qualifications and independence, and the performance of TechTeams internal audit function. The
Audit Committee manages TechTeams relationship with its independent registered public accounting
firm (which reports directly to the Audit Committee). The Audit Committee has the authority to
obtain advice and assistance from outside legal, accounting, or other advisors as the Audit
Committee deems necessary to carry out its duties and receives appropriate funding, as determined
by the Audit Committee, from TechTeam for such advice and assistance.
23
TechTeams management is primarily responsible for TechTeams internal control and financial
reporting process. TechTeams independent registered public accounting firm, Ernst & Young LLP, is
responsible for performing an independent audit of TechTeams consolidated financial statements and
issuing opinions on the conformity of those audited financial statements with United States
generally accepted accounting principles, and the effectiveness of TechTeams internal control over
financial reporting. The Audit Committee monitors TechTeams financial reporting process and
reports to the Board on its findings.
In this context, the Audit Committee hereby reports as follows:
|
1) |
|
The Audit Committee has reviewed and discussed the audited financial statements
with TechTeams management; |
|
|
2) |
|
The Audit Committee has discussed with the independent registered public accounting
firm the matters required to be discussed by Auditing Standards No. 61, as amended
(AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T; |
|
|
3) |
|
The Audit Committee has received the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees) as adopted by the Public Company Accounting Oversight Board in
Rule 36200T, and has discussed with the independent registered public accounting firm its
independence. |
|
|
4) |
|
Based on the review and discussions referred to in paragraphs (1) through (3)
above, the Audit Committee recommended to the Board, and the Board has approved, that the
audited financial statements be included in TechTeams Annual Report on Form 10-K for the
fiscal year ended December 31, 2007, for filing with the U.S. Securities and Exchange
Commission. |
The foregoing report of the Audit Committee does not constitute soliciting material and should
not be deemed filed or incorporated by reference into any other Company filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent the Company
specifically incorporates such report by reference therein.
Richard R. Widgren, Chair
James G. Roche
Andrew R. Siegel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the past fiscal year, the Compensation Committee was comprised solely of non-employee
directors. No member of the Compensation Committee was an officer or employee of TechTeam or any of
its subsidiaries during the fiscal year 2007. None of the executive officers of TechTeam has served
on the board of directors or on the compensation committees of any other entity of whose officers
have served either on the Board of Directors or on the Compensation Committee of TechTeam.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 2007, there have been no proposed or actual transactions, in which the
Company was or is proposed to be a participant and the amount involved exceeded or exceeds
$120,000, and in which any director, nominee for director, executive officer or 5% stockholder of
the Company, or any immediate family member of any of the foregoing, had or will have a direct or
indirect material interest.
STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
Stockholders may submit proposals on matters appropriate for stockholder action at annual
meetings in accordance with the rules and regulations adopted by the Securities and Exchange
Commission. Any proposal which an eligible stockholder desires to have included in the Companys
proxy statement and presented at the 2009 annual meeting of stockholders will be included in the
Companys proxy statement and related proxy card if it is received by the Company no later than
December 16, 2008 (120 calendar days prior to the anniversary of the mailing date of this proxy
statement) and if it complies with Securities and Exchange Commission rules regarding inclusion of
proposals in proxy statements.
Other deadlines apply to the submission of stockholder proposals for the 2009 annual meeting
that are not required to be included in the Companys proxy statement under Securities and Exchange
Commission rules. With respect to these stockholder proposals for the 2009 annual meeting, the
Companys bylaws provide certain requirements for advance notification by stockholders of business
to be conducted at annual meetings but not necessarily included in the Companys proxy statement.
In order to be timely, a stockholder notice must be delivered to or mailed and received in writing
by the Companys Secretary at the principal executive
24
offices of the Company not more than 120 days or less than 90 days prior to the date of the
meeting. These requirements are separate from and in addition to requirements that a stockholder
must meet in order to have a stockholder proposal included in the Companys proxy statement.
OTHER MATTERS
Management of TechTeam knows of no other matters to be brought before the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is intended that the shares of common
stock represented by proxy will be voted with respect thereto at the discretion of the persons
voting them.
|
|
|
|
|
|
|
|
|
|
|
|
By order of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Sosin |
|
|
|
|
Vice President, General Counsel
and Secretary |
|
|
Dated: April 4, 2008
25
TECHTEAM GLOBAL, INC.
Proxy for Annual Meeting of Stockholders May 21, 2008
This Proxy is Solicited on Behalf of the Board of Directors of
TechTeam Global, Inc. and will be Voted.
The undersigned hereby appoints Gary J. Cotshott and/or Michael A. Sosin, as attorneys and proxies
of the undersigned, with full power of substitution, for and in the name of the undersigned, to
represent the undersigned at the Annual Meeting of the Stockholders of TechTeam Global, Inc., a
Delaware corporation (the Company) to be held at the Townsend Hotel, 100 Townsend Street,
Birmingham, Michigan at 10:00 a.m. E.D.T., May 21, 2008, and any adjournment(s) or postponement(s)
thereof, and to vote all shares of stock of the Company standing in the name of the undersigned,
with all the powers the undersigned would possess if personally present at such meeting:
1. |
|
Election of directors of the Company: |
|
|
Nominees: Gary J. Cotshott, Kent Heyman, John P. Jumper, Alok Mohan, James G. Roche, Andrew R. Siegel, and Richard R. Widgren. |
|
q |
|
FOR all nominees listed above, except vote withheld from the following nominees (if any): |
|
|
q |
|
WITHHOLD AUTHORITY to vote for all nominees listed above. |
2. |
|
Ratification of independent registered public accounting firm for fiscal 2008: |
|
q |
|
RATIFY the appointment of Ernst & Young, LLP as the Companys independent registered public accounting firm. |
|
|
q |
|
REJECT the appointment of Ernst & Young, LLP as the Companys independent registered public accounting firm. |
(Continues and to be signed on the reverse side)
3. |
|
In their discretion on such other matters as may properly come before the meeting. |
|
|
|
Management and the Board of Directors recommend a vote FOR election of the directors set forth above and to RATIFY the appointment of Ernst
& Young, LLP. |
|
|
|
This proxy card when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted for the proposal(s).
|
|
|
|
Copies of the Notice of Meeting dated April 4, 2008 and the Proxy Statement dated April 4, 2008 have been received by the undersigned. |
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE DATE AND SIGN HERE |
|
|
|
|
|
|
|
Dated: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE DATE, SIGN, AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY. |
|
|
|
|
|
|
|
q Please check here if you plan to attend this meeting. |