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 (Amendment No. )
Filed by the Registrant þ
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Soliciting Material Pursuant to §240.14a-12 |
GLU MOBILE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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GLU MOBILE INC.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
May 1, 2008
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Glu Mobile Inc. (Glu or
Company), to be held at the 2207 Bridgepointe
Parkway, San Mateo, California on June 3, 2008 at
10:00 a.m. Pacific Time (the Annual
Meeting). At the Annual Meeting, you will be asked to vote
upon two proposals: the election of three Class I directors
to serve until the third succeeding annual meeting and the
ratification of Glus independent registered public
accounting firm for the 2008 fiscal year.
Accompanying this letter is the formal Notice of Annual Meeting,
Proxy Statement and Proxy Card relating to the Annual Meeting,
as well as Glus Annual Report to Stockholders for the year
ended December 31, 2007. The Proxy Statement contains
important information concerning the matters to be voted upon at
the Annual Meeting. We hope you will take the time to study it
carefully.
All stockholders of record at the close of business on
April 21, 2008, (the Record Date) are entitled
to vote at the Annual Meeting, and your vote is very important
regardless of how many shares you own. Whether or not you plan
to attend the Annual Meeting, we urge you to submit your proxy
as soon as possible. Instructions on the Proxy Card will tell
you how to submit your proxy over the Internet, by telephone or
by returning your Proxy Card in the enclosed postage-paid
envelope. If you plan to attend the Annual Meeting and vote in
person, and your shares are held in the name of a broker or
other nominee, as of the Record Date you must bring with you a
proxy or letter from the broker or nominee to confirm your
ownership of such shares.
Sincerely,
L. Gregory Ballard
President, Chief Executive Officer and Director
GLU MOBILE INC.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
Glu Mobile Inc., a Delaware corporation (Glu or the
Company), will be held on June 3, 2008, at
10:00 a.m. Pacific Time, at 2207 Bridgepointe Parkway,
San Mateo, California (the Annual Meeting). At
the Annual Meeting, our stockholders will be asked to consider
and vote upon:
1. The election of three Class I directors to serve on
our Board of Directors, each to serve until the Companys
annual meeting of stockholders to be held in 2011 and until his
or her successor is elected and qualified, or until his or her
death, resignation or removal.
2. Ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2008.
3. Transaction of such other business as may properly come
before the Annual Meeting or before any adjournments or
postponements thereof.
Only stockholders of record of our common stock at the close of
business on April 21, 2008 are entitled to notice of, and
to vote at, the Annual Meeting or any adjournments or
postponements thereof.
TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, YOU ARE URGED TO SUBMIT YOUR PROXY OVER THE INTERNET,
BY TELEPHONE OR BY COMPLETING, DATING AND SIGNING THE ENCLOSED
PROXY CARD AND MAILING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING
IN PERSON. YOU CAN WITHDRAW YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED.
By Order of the Board of Directors,
Kevin S. Chou
Vice President, General Counsel and Secretary
San Mateo, California
May 1, 2008
IMPORTANT
NOTICE
PLEASE
VOTE YOUR SHARES PROMPTLY
GLU MOBILE INC.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
This Proxy Statement is being furnished to the stockholders of
Glu Mobile Inc., a Delaware corporation (Glu or the
Company), in connection with the solicitation of
proxies by our Board of Directors for use at the Annual Meeting
of Stockholders to be held on June 3, 2008, at
10:00 a.m. Pacific Time, at 2207 Bridgepointe Parkway,
San Mateo, California, and at any adjournments or
postponements thereof (the Annual Meeting). At the
Annual Meeting, holders of our common stock will be asked to
vote upon: (i) the election of three Class I directors
to serve until the Companys annual meeting of stockholders
to be held in 2011; (ii) and the ratification of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2008; and (iii) any other business that properly comes
before the Annual Meeting, or any adjournments or postponements
thereof.
The Annual Meeting will also be webcast over the Internet,
available at www.glu.com/companyinfo.
This Proxy Statement and the accompanying Proxy Card are
first being mailed to stockholders on or about May 1, 2008.
The address of our principal executive offices is 2207
Bridgepointe Parkway, Suite 250, San Mateo, California
94404.
VOTING
RIGHTS AND PROXIES
Record
Date; Outstanding Shares; Quorum
Only holders of record of our common stock at the close of
business on April 21, 2008 (the Record Date)
will be entitled to notice of and to vote at the Annual Meeting.
As of the close of business on the Record Date, there were
29,347,658 shares of our common stock outstanding and
entitled to vote, held of record by 210 stockholders.
Pursuant to our Bylaws, a majority of the outstanding shares of
common stock, present in person or by proxy, will constitute a
quorum for the transaction of business. Each of our stockholders
is entitled to one vote for each share of common stock held as
of the Record Date. For ten (10) days prior to the Annual
Meeting, a complete list of stockholders entitled to vote at the
Annual Meeting will be available for examination by any
stockholder, for any purpose germane to the meeting, during
ordinary business hours at our principal executive office at
2207 Bridgepointe Parkway, Suite 250, San Mateo,
California 94404.
Voting of
Proxies; Revocation of Proxies; Votes Required
Stockholders are requested to complete, date, sign and return
the accompanying Proxy Card in the enclosed postage-paid
envelope. All properly executed, returned and unrevoked proxies
will be voted in accordance with the instructions indicated
thereon. Executed but unmarked proxies will be voted FOR each
director nominee listed on the Proxy Card and FOR the
ratification of our independent registered public accounting
firm for the fiscal year ending December 31, 2008. The
Board of Directors does not know of, and does not intend to
bring, any business before the Annual Meeting other than that
referred to in this Proxy Statement and specified in the Notice
of Annual Meeting. As to any other business that may properly
come before the Annual Meeting, including any motion made for
adjournment of the Annual Meeting (including for purposes of
soliciting additional votes), the Proxy Card will confer
discretionary authority on the proxies (who are persons
designated by the Board of Directors) to vote all shares covered
by the Proxy Card in their discretion. Any stockholder who has
given a proxy may revoke it at any time before it is exercised
at the Annual Meeting by (i) filing a written notice of
revocation with, or delivering a duly executed proxy bearing a
later date to, the Secretary of Glu, 2207 Bridgepointe Parkway,
Suite 250, San Mateo, California 94404 or
(ii) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not, by itself,
revoke a proxy).
Director elections are determined by a plurality of shares of
common stock represented in person or by proxy and voting at the
Annual Meeting. Approval of Glus our independent
registered public accounting firm for the 2008
1
fiscal year each require the affirmative vote of a majority of
the shares of common stock, represented in person or by proxy,
and entitled to vote on the matter.
Effect of
Abstentions
If an executed proxy is returned and the stockholder has
specifically abstained from voting on any matter, the shares
represented by such proxy will be considered present at the
Annual Meeting for purposes of determining a quorum and for
purposes of calculating the vote, but will not be considered to
have been voted in favor of such matter. As such, an abstention
will have the effect of a vote against ratification of
independent registered public accounting firm,
PricewaterhouseCoopers LLP, for the fiscal year ending
December 31, 2008.
Effect of
Broker Non-Votes
If an executed proxy is returned by a broker, bank or other
agent holding shares in street name that indicates that the
broker does not have discretionary authority as to certain
shares to vote on a proposal (broker non-votes),
such shares will be considered present at the Annual Meeting for
purposes of determining a quorum on all proposals, but will not
be considered to be entitled to vote on and thus will have no
effect on the outcome of such proposal.
Voting
Electronically via the Internet or by Telephone
General
Information for all Shares Voted Via the Internet or by
Telephone
Stockholders whose shares are registered in their own name may
choose to grant a proxy to vote their shares either via the
Internet or by telephone. The laws of Delaware, under which we
are incorporated, specifically permits electronically
transmitted proxies, provided that each such proxy contains or
is submitted with information from which the inspector of
elections can determine that such proxy was authorized by the
stockholder.
The Internet and telephone voting procedures set forth below, as
well as on the enclosed Proxy Card, are designed to authenticate
stockholders identities, to allow stockholders to grant a
proxy to vote their shares and to confirm that
stockholders voting instructions have been properly
recorded. Stockholders granting a proxy to vote via the Internet
should understand that there may be costs associated with
electronic access, such as usage charges from Internet access
providers and telephone companies, which must be borne by the
stockholder.
For
Shares Registered in Your Name
Stockholders of record may go to
http://www.voteproxy.com
to grant a proxy to vote their shares by means of the Internet.
They will be required to provide the control number contained on
their Proxy Cards. The voter will then be asked to complete an
electronic proxy card. Any stockholder using a touch-tone
telephone may also grant a proxy to vote shares by calling
1-800-776-9437
and following the recorded instructions.
You may use the Internet to vote your proxy 24 hours a day,
seven days a week, until 11:59 p.m. Eastern Time
(8:59 p.m. Pacific Time) on June 2, 2007. You may
use a touch-tone telephone to vote your proxy 24 hours a
day, seven days a week, until 11:59 p.m. Eastern Time
(8:59 p.m. Pacific Time) June 2, 2008. Submitting
your proxy via the Internet or by telephone will not affect your
right to vote in person should you decide to attend the Annual
Meeting.
For
Shares Registered in the Name of a Broker or Bank
Most beneficial owners whose shares are held in street name
receive voting instruction forms from their banks, brokers or
other agents, rather than Glus Proxy Card.
If on the record date, your shares were held, not in your name,
but rather in an account at a brokerage firm, bank or other
agent, then you are the beneficial owner of shares held in
street name and these proxy materials have been
forwarded to you by your broker, bank or other agent. The
broker, bank or other agent holding your account is considered
to be the stockholder of record for purposes of voting at the
annual meeting.
2
As a beneficial owner, you have the right to direct your broker,
bank or other agent on how to vote the shares in your account.
You are also invited to attend the annual meeting. However,
since you are not the stockholder of record, you may not vote
your shares in person at the meeting unless you request and
obtain a valid proxy issued in your name from your broker, bank
or other agent.
Solicitation
of Proxies and Expenses
We will bear the cost of the solicitation of proxies from our
stockholders in the enclosed form. Our directors, officers and
employees, without additional compensation, may solicit proxies
by mail, telephone, letter, facsimile, electronically or in
person. Following the original mailing of the proxies and other
soliciting materials, we will request that brokers, custodians,
nominees and other record holders forward copies of the proxy
and other soliciting materials to persons for whom they hold
shares of common stock and request authority for the exercise of
proxies. In such cases, we will reimburse such record holders
for their reasonable expenses incurred for forwarding such
materials.
Delivery
of this Proxy Statement
The Securities and Exchange Commission has adopted rules that
permit companies and intermediaries (for example, brokers) to
satisfy the delivery requirements for annual reports and proxy
statements with respect to two or more security holders sharing
the same address by delivering a single annual report and proxy
statement addressed to those security holders. This process,
which is commonly referred to as householding,
potentially means extra convenience for securityholders and cost
savings for companies.
A number of brokers with account holders who are our
stockholders will be householding our proxy
materials. A single annual report and proxy statement will be
delivered to multiple stockholders sharing an address unless
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker or
us that they will be householding communications to
your address, householding will continue until you
are notified otherwise or until you revoke your consent. We will
deliver promptly upon request a separate copy of the annual
report or proxy statement to a security holder at a shared
address to which a single copy of the documents was delivered.
If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate
annual report and proxy statement, please notify your broker and
direct your written request to Glu Mobile Inc., Attention:
Corporate Secretary, 2207 Bridgepointe Parkway, Suite 250,
San Mateo, California 94404, or contact our Corporate
Secretary at
(650) 532-2400.
Stockholders who currently receive multiple copies of the proxy
statement at their address and would like to request
householding of their communications should contact
their broker.
A copy of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007, including the
financial statements, schedule, list of exhibits and any exhibit
specifically requested, filed with the Securities and Exchange
Commission is available without charge upon written request to:
Corporate Secretary, Glu Mobile Inc., 2207 Bridgepointe Parkway,
Suite 250, San Mateo, California 94404.
(Item No. 1 on the Proxy Card)
Our Board of Directors currently consists of eight directors.
Our Amended and Restated Certificate of Incorporation and Bylaws
provide for a classified Board of Directors, divided into three
classes. At each annual meeting of stockholders, successors to
the class of directors whose term expires at that annual meeting
will be elected for a term to expire at the third succeeding
annual meeting. The individuals so elected will serve until
their successors are elected and qualified. This year the terms
of our Class I directors, currently consisting of Richard
A. Moran, Hany M. Nada and Sharon L. Wienbar, will expire at the
Annual Meeting. At the Annual Meeting, holders of common stock
will be asked to vote on the election of three directors as
Class I directors, whose current term will expire at our
2008 Annual Meeting.
3
The Board of Directors has nominated Richard A. Moran, Hany M.
Nada and Ellen Siminoff to serve as Class I directors for a
three-year term that is expected to expire at Glus annual
meeting in 2011, or until their earlier resignation or removal
(the Boards Nominees). You can find the
principal occupation and other information about the
Boards Nominees, as well as other Board members, below.
Two of the continuing directors are Class II directors,
whose terms will expire at our 2009 annual meeting, and three of
the continuing directors are Class III directors, whose
terms will expire at our 2010 annual meeting.
The election of Class I directors will be determined by the
three nominees receiving the greatest number of votes from
shares eligible to vote. Unless a stockholder signing a proxy
withholds authority to vote for one or more of the Boards
Nominees in the manner described on the proxy, each proxy
received will be voted for the election of each of the
Boards Nominees. In the event that any nominee is unable
or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for the nominee or nominees
who shall be designated by the present Board of Directors to
fill the vacancy. We are not aware that any of the nominees will
be unable or will decline to serve as a director.
There are no family relationships between any of our directors,
nominees or executive officers. There are also no arrangements
or understandings between any director, nominee or executive
officer and any other person pursuant to which he or she has
been or will be selected as a director
and/or
executive officer.
Information
Regarding Our Nominees and Directors
The following table lists the nominees and current members of
the Board of Directors by class, their ages as of April 1,
2008 and current positions with Glu. Biographical information
for each nominee
and/or
director is provided below.
Nominees
for Class I Directors
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Position
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Class I Directors (whose terms expire (if elected) at the
2011 annual meeting):
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Richard A. Moran(a)
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Director
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Hany M. Nada(c)
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Director
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Ellen Siminoff*
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40
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Director
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Continuing
Directors
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Position
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Class II Directors (whose terms will expire at the 2009
annual meeting):
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Ann Mather(c)
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Director
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Daniel L. Skaff(c)
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Lead Independent Director
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Class III Directors (whose terms expire at the 2010 annual
meeting): L. Gregory Ballard
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President, Chief Executive Officer and Director
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William J. Miller(a)
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62
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Director
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A. Brooke Seawell(b)
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Director
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Member of the Compensation Committee |
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Member of the Nominating and Governance Committee |
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Member of the Audit Committee |
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Effective upon the election of the nominee as a director, Ellen
Siminoff will be a member of the Compensation Committee and the
Nominating and Governance Committee. |
Biographies
Nominees
for Class I Directors
Richard A. Moran has served on our Board of Directors
since May 2002. He has served as a Partner of Venrock Associates
since January 2007. He served as Chairman of the board of
directors of Portal Software, Inc. from February 2003 until
Portal was sold to Oracle Corporation in July 2006. Also, since
January 2002, he has served as Chief Executive Officer of Moran
Manor and Vineyards LLC. From April 1996 to May 2002,
Mr. Moran served as a Partner at Accenture Inc. (formerly
Anderson Consulting LLP), focusing on media and entertainment.
He also serves on the boards of directors of PodTech Network,
Inc., TwoFish, Inc., TurnHere Inc. and the National Association
of Corporate Directors, Northern California Chapter.
Mr. Moran is the author of several books on business and
management. Mr. Moran holds a B.A. in English from Rutgers
College, an M.A. in personnel administration from Indiana
University and a Ph.D. in organizational behavior/higher
education from Miami University (Ohio).
Hany M. Nada has served on our Board of Directors since
April 2005. Mr. Nada co-founded Granite Global Ventures in
2000 and has served as a Managing Director since its inception.
He has also served as Managing Director and Senior Research
Analyst at Piper Jaffray & Co., specializing in
Internet software and
e-infrastructure.
Mr. Nada also serves on the boards of directors of OneWave
Technologies, Inc., Accruent, Inc., Vocera Communications, Inc.,
WildTangent, Inc., Blue Casa Communications and Endeca
Technologies, Inc. Mr. Nada holds a B.S. in economics and a
B.A. in political science from the University of Minnesota.
Ellen Siminoff will serve on our Board of Directors upon
her election as a director. Since March 2008, Ms. Sminoff
has served as Chief Executive Officer of Shmoop University,
Inc., an education-based web publishing company. From March 2004
to March 2008, Ms. Siminoff served as the Chief Executive
Officer of Efficient Frontier, Inc., a provider of paid search
engine marketing solutions. From 1996 to 2002, Ms. Siminoff
served in various capacities at Yahoo!, including as Senior Vice
President of Entertainment and Small Business and Senior Vice
President of Corporate Development. Ms. Siminoff also
serves on the board of directors of Journal Broadcasting and
U.S. Autoparts, and privately-held companies, including
Efficient Frontier, Inc. Ms. Siminoff holds an A.B. degree
in economics from Princeton University and an M.B.A. from
Stanford University.
Continuing
Directors
L. Gregory Ballard has served as our President,
Chief Executive Officer and director since September 2003. Prior
to joining us, Mr. Ballard consulted for Virgin USA, Inc.
from April 2003 to September 2003. Prior to then, he served as
Chief Executive Officer at SONICblue Incorporated, a
manufacturer of ReplayTV digital video recorders and Rio digital
music players, from August 2002 to April 2003, and as Executive
Vice President of Marketing and Product Management at SONICblue
from April 2002 to August 2002. Between July 2001 and April
2002, Mr. Ballard worked as a consultant. Mr. Ballard
served as Chief Executive Officer of MyFamily.com, Inc., a
subscription-based Internet service, from January 2000 to July
2001. Previously, he served as Chief Executive Officer or in
another senior executive capacity with 3dfx Interactive, Inc.,
an advanced graphics chip manufacturer, Warner Custom Music
Corp., a division of Time Warner, Inc., Capcom Entertainment,
Inc., a developer and publisher of video games, and Digital
Pictures, Inc., a video game developer and publisher.
Mr. Ballard also serves as an advisor to LaunchBox Digital.
Mr. Ballard holds a B.A. degree in political science from
the University of Redlands and a J.D. from Harvard Law School.
Ann Mather has served on our Board of Directors since
September 2005. From September 1999 to May 2004, Ms. Mather
was Executive Vice President and Chief Financial Officer for
Pixar Animation Studios Inc. From 1992 to July 1999, she held
various executive positions at The Walt Disney Company,
including Senior Vice President of Finance and Administration
for its Buena Vista International Theatrical Division. Prior to
then, she served in various roles with Alico, a division of AIG,
Inc., Polo Ralph Lauren Europes retail operations,
Paramount Pictures Corporation and KPMG in London.
Ms. Mather also serves on the boards of directors of Google
Inc., where she is a
5
member of its audit committee, Central European Media
Enterprises Ltd., where she is on its audit and related party
committees, Ariat International, Inc., Wine Network, Inc. and
Zappos.com, Inc. She also served as a director of Shopping.com
from May 2004 until it was acquired by Ebay in August 2005,
where she was chair of its audit committee and a member of its
corporate governance and nominating committee. Ms. Mather
holds an M.A. from Cambridge University in England.
On April 23, 2008, Ms. Mather was advised by the staff
of the Los Angeles office of the Securities and Exchange
Commission (SEC) that it intends to recommend that the SEC
initiate a civil proceeding against her, alleging violation of
various federal securities laws and regulations related to
certain employee stock option transactions involving her former
employer, Pixar Animation Studios. The staffs
recommendation arises out of Ms. Mathers prior
employment as Chief Financial Officer of Pixar, and not her
service as a director or chair of the Audit Committee of Glu.
William J. Miller has served on our Board of Directors
since January 2007. Mr. Miller has acted as an independent
director and adviser to a number of technology companies since
November 1999. From April 1996 until his retirement in November
1999, Mr. Miller served as Chairman of the Board of
Directors and Chief Executive Officer of Avid Corporation, a
provider of digital tools for multimedia companies, where he
also served as President from September 1996 to January 1999.
Prior to then, he served as Chief Executive Officer and Chairman
of the Board of Quantum Corporation, a data storage
manufacturer, and in various positions at Control Data
Corporation, a computer and data services company, most recently
as Executive Vice President and President, Information Services.
Mr. Miller serves as a director of NVIDIA Corporation,
Waters Corporation, Digimarc Corporation, Overland Storage,
Inc., and Viewsonic Corporation. Mr. Miller holds a B.A. in
speech communications and a J.D. from the University of
Minnesota.
A. Brooke Seawell has served on our Board of
Directors since June 2006. Since January 2005, Mr. Seawell
has served as a Venture Partner at New Enterprise Associates,
focusing on software and semiconductor investments. From
February 2000 to December 2004, he served as a Partner at
Technology Crossover Ventures. Prior to joining TCV,
Mr. Seawell worked in senior executive positions with
NetDynamics, Inc., an application server software company, and
Synopsys Inc., an electronic design automation software company.
Mr. Seawell also serves on the boards of directors of
NVIDIA Corporation, Informatica Corporation, SiTime Corporation
and Telegent Systems. In addition, Mr. Seawell is an
observer on the boards of directors of Tabula Inc.
Mr. Seawell holds a B.A. in economics from Stanford
University and an M.B.A. from the Stanford Graduate School of
Business.
Daniel L. Skaff has served on our Board of Directors
since December 2001 and has served as our lead independent
director since June 2005. Mr. Skaff is the founder of
Sienna Ventures, a venture capital firm, and has served as its
Managing Partner since its inception in June 2000. He also
co-founded Pon North America Inc., a distribution company, and
served as its Chairman from May 1998 to May 2001. Mr. Skaff
also is a founding investor and lead director of Protocol
Communications Inc., a call center and integrated marketing
services business, where he served as a director from June 1998
to December 1999. He is currently on the investment committee of
the Marin Community Foundation, a large charitable organization,
and is a founding advisory board member of Northstar Capital
LLC, a subordinated debt fund based in Minneapolis.
Mr. Skaff also serves on the boards of directors of EBT
Mobile China, Plc, Epana Networks, Inc., Farmacia Remedios and
Potenco, Inc. Mr. Skaff holds an A.B. in economics with
honors from Harvard University and an M.B.A. from the Wharton
School, University of Pennsylvania, where he was a Wharton
Fellow.
Board
Meetings, Committees and Corporate Governance
The Board of Directors had eleven meetings during 2007 and acted
by unanimous written consent on one other occasion. During 2007,
each incumbent director attended at least 75% of the aggregate
number of (i) the meetings of the Board of Directors and
(ii) the meetings of the committees on which he or she
served (during the periods that he or she served). Our Board of
Directors has determined that all of our Board members other
than Mr. Ballard are independent, as determined under the
rules of the NASDAQ Stock Market. Our Board of Directors has
established three committees of the Board that are currently in
place: the Audit Committee, Compensation Committee and
Nominating and Governance Committee.
6
Audit
Committee
The Audit Committee currently consists of three of our outside
directors, Ms. Mather, who is chair of the Audit Committee,
and Messrs. Nada and Skaff. The composition of our Audit
Committee meets the requirements for independence under the
current NASDAQ Stock Market and SEC rules and regulations,
including their transitional rules. Each member of our Audit
Committee is financially literate. Our Board of Directors has
determined that Ms. Mather and Mr. Skaff are
audit committee financial experts as defined in
Item 407(d) of
Regulation S-K.
All audit services to be provided to us and all permissible
non-audit services, other than de minimis non-audit services, to
be provided to us by our independent registered public
accounting firm will be approved in advance by our Audit
Committee. Our Audit Committee recommended, and our Board of
Directors has adopted, an amended and restated charter for our
Audit Committee, which has been posted on our website at
http://www.glu.com/corp/pages/investors.aspx.
Our Audit Committee, among other things:
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selects a firm to serve as an independent registered public
accounting firm to audit our financial statements;
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helps to ensure the independence of the independent registered
public accounting firm;
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discusses the scope and results of the audit with the
independent registered public accounting firm, and reviews, with
management and that firm, our interim and year-end operating
results;
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develops procedures for employees to submit anonymously concerns
about questionable accounting or audit matters;
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considers the adequacy of our internal accounting controls and
audit procedures; and
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approves or, as permitted, pre-approves all audit and non-audit
services to be performed by the independent registered public
accounting firm.
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The Audit Committee met eleven times during the 2007 fiscal
year, including meetings with our independent registered public
accounting firm to review our quarterly and annual results. The
Audit Committee operates pursuant to the Audit Committee charter.
Compensation
Committee
The Compensation Committee currently consists of three of our
outside directors, Mr. Miller, who is the chair of the
Compensation Committee, Mr. Moran and Ms. Wienbar.
Effective upon election as a director, Ms. Siminoff will be
a member of the Compensation Committee. The composition of our
Compensation Committee meets the requirements for independence
under the current NASDAQ Stock Market and SEC rules and
regulations. The purpose of our Compensation Committee is to
discharge the responsibilities of our Board of Directors
relating to compensation of our executive officers. Our
Compensation Committee, among other things
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reviews and determines the compensation policy for our executive
officers;
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administers our stock and equity incentive plans;
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reviews and makes recommendations to our Board of Directors with
respect to incentive compensation and equity plans; and
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establishes and reviews general policies relating to
compensation and benefits of our employees.
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The Compensation Committee considers the recommendations of the
Chief Executive Officer and our human resources department in
its executive officer compensation decisions.
The Compensation Committee operates pursuant to the Compensation
Committee charter. Under its charter, which has been posted on
our website at
http://www.glu.com/corp/pages/investors.aspx,
the Compensation Committee has authority to retain compensation
consultants, outside counsel and other advisors that the
committee deems appropriate, in its sole discretion, to assist
it in discharging its duties, and to approve the terms of
retention and fees to be paid to such consultants. The
Compensation Committee has retained Compensia Inc.
(Compensia), an executive compensation consulting
firm, to assist the committee in establishing the compensation
structure for our executive officers for 2007 and 2008. During
2007, Compensias assignments for the Compensation
Committee
7
included providing competitive data and business and technical
considerations, reviewing and analyzing the peer group data and
other benchmarks used by the Compensation Committee in
establishing the compensation structure for our executive
officers, and general executive compensation consultation
services.
The Compensation Committee met six times during the 2007 fiscal
year and acted by unanimous written consent on three other
occasions.
Nominating
and Governance Committee
The Nominating and Governance Committee currently consists of
two of our outside directors, Mr. Seawell, who is the chair
of the Nominating and Governance Committee, and
Ms. Wienbar. Effective upon election as a director,
Ms. Siminoff will be a member of the Nominating and
Governance Committee. The composition of our Nominating and
Governance Committee meets the requirements for independence
under the current NASDAQ Stock Market and SEC rules and
regulations. Our Nominating and Governance Committee, among
other things:
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identifies, evaluates and recommends nominees to our Board of
Directors and committees of our Board of Directors;
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conducts searches for appropriate directors;
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evaluates the performance of our Board of Directors;
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considers and makes recommendations to our Board of Directors
regarding the composition of our Board of Directors and its
committees;
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reviews related party transactions and proposed waivers of our
code of conduct;
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reviews developments in corporate governance practices;
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evaluates the adequacy of our corporate governance practices and
reporting; and
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makes recommendations to our Board of Directors concerning
corporate governance matters.
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The Nominating and Governance Committee met two times during the
2007 fiscal year and acted by unanimous written consent on one
other occasion. The Nominating and Governance Committee operates
pursuant to the Nominating and Governance Committee charter.
The Nominating and Governance Committee will consider nominees
recommended by stockholders for election as directors. If a
stockholder would like to recommend a director candidate for the
next annual meeting, the stockholder must deliver the
recommendation in writing to the Corporate Secretary, Glu Mobile
Inc., 2207 Bridgepointe Parkway, Suite 250, San Mateo,
California 94404. The recommendation must be submitted not less
than 75 days nor more than 105 days prior to the first
anniversary of the date of the immediately preceding annual
meeting of stockholders. Evaluations of candidates generally
involve a review of background materials, internal discussions
and interviews with selected identified candidates as
appropriate. In conducting its review and evaluation, the
Nominating and Governance Committee may solicit the views of
management, other members of the Board and other individuals it
believes may have insight into a candidates qualifications
and the needs of the Board and its committees. Candidates for
the Board of Directors are generally selected based on desired
skills and experience in the context of the existing composition
of the Board and needs of the Board and its committees at that
time, including the requirements of applicable SEC and NASDAQ
rules. The Nominating and Governance Committee will consider
these needs and further evaluate each candidates
qualifications based on their independence, integrity,
collegiality, diversity, skills, financial, technical,
operational and other expertise and experience, breadth of
experience, practical wisdom, judgment, knowledge about our
business or industry, personal and professional ethics,
availability and commitment to representing and enhancing the
long-term interests of our stockholders. From time to time, the
Nominating and Governance Committee may also identify and
consider other factors that reflect our environment as it
evolves or that it believes will otherwise contribute to the
Boards overall effectiveness and our success. The
Nominating and Governance Committee does not assign specific
weights to particular criteria, and no particular criterion is
necessarily applicable to all candidates, and will choose
candidates to recommend for nomination based on the specific
needs of the Board and Glu at that time. Although the Nominating
and Governance Committee uses these and other criteria as
appropriate to evaluate candidates, the
8
Nominating and Governance Committee has no stated minimum
criteria for candidates. Final approval of nominees to be
presented for election is determined by the full Board.
The Nominating and Governance Committee recommended to the Board
that Messrs. Moran and Nada and Ms. Siminoff be
nominated to serve as Class I directors.
The Board has designated Mr. Skaff as its lead independent
director. The lead independent director presides at all meetings
of the Board, including executive sessions of non-management or
independent directors. This director also calls meetings of the
independent or non-management directors and provides agendas for
such meetings. In addition, he serves as liaison between the
Chief Executive Officer and the independent and non-management
directors and provides input regarding information sent to the
Board. He also provides input regarding meeting agendas for the
Board, consults with the committee chairs regarding agendas of
committee meetings, provides advice with respect to the
selection of committee chairs, interviews Board candidates and
makes recommendations to the Nominating and Governance
Committee. He may also perform other duties as the Board may
from time to time delegate to assist the Board in the
fulfillment of its responsibilities.
Communications
with Directors
Stockholders and employees may communicate with the Board by
sending an email to bod@glu.com, or by sending written
correspondence to: Board of Directors,
c/o Corporate
Secretary, Glu Mobile Inc., 2207 Bridgepointe Parkway,
Suite 250, San Mateo, California 94404. Communications
are distributed to the Board, or to any individual directors as
appropriate, depending on the facts and circumstances outlined
in the communication. The Board has instructed the Corporate
Secretary to review all correspondence and to determine, in his
or her discretion, whether matters submitted are appropriate for
Board consideration. In particular, the Board has directed that
communications such as product or commercial inquiries or
complaints, resume and other job inquiries, surveys and general
business solicitations or advertisements should not be forwarded
to the Board. In addition, material that is unduly hostile,
threatening, illegal, patently offensive or similarly
inappropriate or unsuitable will be excluded, with the provision
that any communication that is filtered out must be made
available to any non-management director upon request. The
Corporate Secretary may forward certain communications elsewhere
in the company for review and possible response.
We encourage directors to attend our annual meetings of
stockholders but do not require attendance.
Director
Compensation
The Compensation Committee and the Nominating and Governance
Committee evaluate the appropriate level and form of
compensation for non-employee directors and recommend changes to
the Board when appropriate. In connection with our initial
public offering (IPO), the Board adopted the
following policy with respect to the compensation of
non-employee directors:
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Non-employee directors receive an annual retainer of $20,000,
provided that until the first annual meeting of stockholders
following the IPO, directors who are affiliated with one of our
principal stockholders are not eligible for this annual base
compensation;
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The lead independent director receives additional annual
compensation of $15,000;
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The chair of the Audit Committee receives additional annual
compensation of $15,000;
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The chair of the Compensation Committee receives additional
annual compensation of $15,000;
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The chair of the Nominating and Governance Committee receives
additional annual compensation of $5,000; and
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Each non-employee director receives additional annual
compensation of $5,000 for service on each of the Audit
Committee, Compensation Committee or Nominating and Governance
Committee, other than as chair.
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All cash compensation to directors will be paid in quarterly
installments upon continuing service. We also reimburse our
directors for reasonable expenses in connection with attendance
at Board and committee meetings.
9
In connection with our IPO, each non-employee director, other
than Ms. Mather and Mr. Moran who had previously
received an initial equity compensation award and consequently
received smaller awards, received an initial equity award of, at
that directors discretion, either an option to purchase
33,333 shares of our common stock or a grant of
11,000 shares of restricted stock, which in either case
vested as to
162/3%
of the shares after six months and thereafter vested and will
vest pro rata monthly for the next 30 months.
Ms. Mather and Mr. Moran had a choice of either an
option to purchase 11,000 shares of our common stock or a
grant of 3,666 shares of restricted stock, which in either
case vested as to 50% of the shares after six months and
thereafter vested pro rata monthly for the next six months.
Mr. Moran chose to receive an option to purchase
11,000 shares of our common stock and Ms. Mather chose
to receive a grant of 3,666 shares of restricted stock.
Each year at about the time of our annual meeting of
stockholders, each non-employee director will receive an
additional equity award of, at that directors discretion,
either a grant of a number of shares of restricted stock with a
then fair market value equal to $50,000 or an option to purchase
three times as many shares of our common stock, in either case
vesting pro rata monthly over one year.
Each new non-employee director will receive an initial equity
award of, at that directors discretion, either a grant of
a number of shares of restricted stock with a then fair market
value equal to $150,000 or an option to purchase three times as
many shares of our common stock, in either case vesting as to
162/3%
of the shares after six months and thereafter vesting pro rata
monthly over the next 30 months.
We do not provide compensation to Mr. Ballard for his
service on our Board of Directors because he is an officer of
the Company.
The following table sets forth certain information with respect
to compensation awarded to, earned by or paid to each person who
served as a non-employee director during the fiscal year ended
December 31, 2007.
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Fees Earned
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or Paid in
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Stock
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Option
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Cash
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Awards
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Awards
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Total
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Name
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($)
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($)
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($)(1)(2)(3)
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($)
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Richard A. Moran
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$
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18,535
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$
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67,193
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$
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85,728
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Hany M. Nada
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2,648
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59,333
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61,981
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Ann Mather
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18,535
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$
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32,756
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51,291
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Daniel L. Skaff
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7,944
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59,333
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67,277
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William J. Miller
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13,239
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59,333
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75.572
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A. Brooke Seawell
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5,295
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59,333
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64,628
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Sharon L. Wienbar
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5,295
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59,333
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64,628
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(1) |
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The amounts in this column represent amounts recognized as
compensation expense for financial statement reporting purposes
in 2007 in accordance with SFAS No. 123R in connection
with all of the options held or previously exercised by the
director. |
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(2) |
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The fair value of options granted to the directors during 2007
under FAS 123R are as follows: Mr. Moran: $67,193;
Mr. Nada: $59,333; Mr. Skaff: $59,333;
Mr. Miller: $59,333; Mr. Seawell: $59,333 and
Ms. Wienbar: $59,333. |
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(3) |
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The aggregate number of outstanding stock awards and stock
options held by the directors at the end of fiscal 2007 was as
follows: Mr. Moran: 26,000 stock options; Mr. Nada:
33,333 stock options; Ms. Mather: 916 unvested stock
awards and 75,000 stock options; Mr. Skaff: 33,333 stock
options; Mr. Miller: 33,333 stock options;
Mr. Seawell: 33,333 stock options and Ms. Wienbar:
33,333 stock options. |
Compensation
Committee Interlocks and Insider Participation
The Compensation Committee is comprised of Messrs. Miller
and Moran and Ms. Wienbar, each of whom is a non-employee
director. No member is or has been an officer or employee of Glu
or any of its subsidiaries and there are no other relationships
between committee members and Glu or any other company that are
required to be disclosed under this caption by the regulations
of the Securities and Exchange Commission.
10
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires our directors and
certain of our officers, and persons who own more than 10% of
our common stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange
Commission. Such persons are required by Securities and Exchange
Commission regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely on our review
of the copies of such forms furnished to us and written
representations from these officers and directors, we believe
that all Section 16(a) filing requirements were met during
fiscal 2007 with the exception of a Form 4 for Alessandro
Galvagni, which was filed on September 19, 2007 for a
transaction that occurred on April 25, 2007.
Executive
Officers and Key Employees
Our executive officers and key employees, their positions, and
their respective ages, as of April 1, 2008, are:
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Name
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Age
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Position
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Executive officers:
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L. Gregory Ballard
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54
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President, Chief Executive Officer and Director
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Albert A. Pimentel
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52
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Executive Vice President and Chief Financial Officer
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Jill S. Braff
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39
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Senior Vice President of Global Publishing
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Alessandro Galvagni
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37
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Senior Vice President of Global Product Development and Chief
Technology Officer
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Key Employees:
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Kevin S. Chou
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36
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Vice President, General Counsel and Secretary
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Eric R. Ludwig
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38
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Vice President, Finance and Assistant Secretary
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Our executive officers serve at the discretion of the Board of
Directors, subject to rights, if any, under contracts of
employment. See Executive Compensation
Employment Agreements and Offer Letters. Biographical
information for Mr. Ballard is provided above. See
Information Regarding Our Nominees and
Directors.
Albert A. Rocky Pimentel has served as our
Executive Vice President and Chief Financial Officer since
October 2004. Prior to joining us, Mr. Pimentel served as
Executive Vice President and Chief Financial Officer of Zone
Labs, Inc., an end-point security software company, from
September 2003 until it was acquired in April 2004 by Checkpoint
Software, Inc. From January 2001 to June 2003, he served as a
Partner of Redpoint Ventures, a venture capital firm focused on
investments in information technology. Prior to then, he served
as Chief Financial Officer for WebTV Networks, Inc., a provider
of set-top Internet access devices and services acquired by
Microsoft Corporation, and LSI Logic Corporation, a
semiconductor and storage systems developer listed on the New
York Stock Exchange. Mr. Pimentel also serves on the board
of directors of Danger, Inc. Mr. Pimentel holds a B.S. in
commerce from Santa Clara University and is a Certified
Public Accountant.
Jill S. Braff has served as our Senior Vice President of
Global Publishing since June 2007, and served as our Senior Vice
President of Worldwide Publishing from May 2005 to June 2007 and
also as our General Manager of the Americas from August 2005 to
June 2007. She also previously served as our Vice President of
Marketing from December 2003 to May 2005, and as a marketing
consultant from November 2003 to December 2003. From 2001 until
November 2003, Ms. Braff worked as an independent marketing
consultant and functioned as interim Vice President of Marketing
at Sega of America, Inc., an interactive entertainment company,
from June 2003 to August 2003, as Creative Director at Konami of
America, an electronic entertainment company, from January 2003
to June 2003, and as a wireless games consultant at Sprint PCS
from January 2002 to April 2002. Ms. Braff has also held
senior marketing positions at Photopoint Corporation,
MyFamily.com, Inc. and The Learning Company. Ms. Braff
serves on the board of directors of the Mobile Entertainment
Forum. Ms. Braff holds a B.A. in English from Colgate
University.
Alessandro Galvagni has served as our Senior Vice
President of Global Product Development and Chief Technology
Officer since June 2007, and served as our Chief Technology
Officer from September 2002 to June 2007 and also as our Senior
Vice President of Product Development from January 2006 to June
2007. Prior to
11
joining us, Mr. Galvagni served as an architect (pervasive
division) at BEA Systems, Inc. during 2001. Previously,
Mr. Galvagni served as project leader at Pumatech
International, a mobile software technology company, from 1999
to 2001. Prior to then, Mr. Galvagni served in senior
engineering roles with Proxinet, Inc., a mobile software
technology company, and at NASA Ames Research Center.
Mr. Galvagni holds a B.S. in computer engineering from
California State University at San Jose and an M.S. in
computer engineering from Santa Clara University.
Kevin S. Chou has served as our Vice President, General
Counsel and Secretary since July 2006. Prior to joining us,
Mr. Chou served as Senior Counsel at Knight-Ridder, Inc., a
newspaper publishing and Internet company, from August 2005 to
July 2006. From September 2002 to August 2005, he served as
Associate General Counsel at The Thomas Kinkade Company, an art
publishing company. Mr. Chou served as General Counsel of
Dialpad Communications, Inc., an Internet telephony company,
from October 2000 to March 2002. Previously, Mr. Chou
worked at Fenwick & West LLP, a law firm serving
technology and life sciences clients, and Orrick,
Herrington & Sutcliffe, an international law firm.
Mr. Chou holds a B.S. in economics from the University of
California at Berkeley and a J.D. from Yale Law School.
Eric R. Ludwig has served as our Vice President, Finance
and Assistant Secretary since July 2006, served as our Vice
President, Finance since April 2005, and served as our Director
of Finance from January 2005 to April 2005. Prior to joining us,
from January 1996 to January 2005, Mr. Ludwig held various
positions at Instill Corporation, an on-demand supply chain
software company, most recently as Chief Financial Officer, Vice
President, Finance and Corporate Secretary. Prior to Instill,
Mr. Ludwig was Corporate Controller at Camstar Systems,
Inc., an enterprise manufacturing execution and quality systems
software company, from May 1994 to January 1996. He also worked
at Price Waterhouse L.L.P. from May 1989 to May 1994.
Mr. Ludwig holds a B.S. in commerce from Santa Clara
University and is a Certified Public Accountant.
COMPENSATION
DISCUSSION AND ANALYSIS
The following discussion and analysis of compensation
arrangements of our executive officers should be read together
with the compensation tables and related disclosures set forth
below. This discussion contains forward-looking statements that
are based on our current plans, considerations, expectations and
determinations regarding future compensation programs. The
actual amount and form of compensation and the compensation
programs that we adopt may differ materially from currently
planned programs as summarized in this discussion.
This section discusses the principles underlying our executive
compensation policies and decisions and the most important
factors relevant to an analysis of these policies and decisions.
It provides qualitative information regarding the manner and
context in which compensation is awarded to and earned by our
executive officers and places in perspective the data presented
in the tables and narrative that follow.
Compensation
Philosophy and Objectives
The Compensation Committee of our Board of Directors is
comprised of three non-employee members of our Board of
Directors. The Compensation Committees basic
responsibility is to review the performance of our management in
achieving corporate goals and objectives and to ensure that our
executive officers are compensated effectively in a manner
consistent with our strategy and competitive practices. Toward
that end, the Compensation Committee oversees, reviews and
administers all of our compensation, equity and employee benefit
plans and programs applicable to executive officers.
Our compensation program for executive officers is designed to
attract individuals with the skills necessary for us to achieve
our business plan, to motivate those individuals, to reward
those individuals fairly over time, and to retain those
individuals who continue to perform at or above the levels that
we expect. It is also designed to reinforce a sense of
ownership, urgency and overall entrepreneurial spirit and to
link rewards to measurable corporate and individual performance.
We believe that the most effective executive compensation
program is one that is designed to reward the achievement of
specific quarterly, long-term and strategic goals, and which
aligns executive officers interests with those of the
stockholders by rewarding performance of established goals, with
the ultimate objective of improving stockholder value. We
evaluate compensation to ensure that we maintain the ability to
attract and retain talented employees in key positions and that
compensation provided to key employees remains competitive
12
relative to the compensation paid to similarly situated
executive officers of our peer companies. To that end, we
believe executive compensation packages provided by us to our
executive officers should include both cash and stock-based
compensation that reward performance against established goals.
We work within the framework of our pay-for-performance
philosophy to determine each component of an executive
officers compensation package based on numerous factors,
including:
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the individuals particular background and circumstances,
including training and prior relevant work experience;
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the individuals role with us and the compensation paid to
similar persons in the companies represented in the compensation
data that we review;
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the demand for individuals with the individuals specific
expertise and experience at the time of hire;
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performance goals and other expectations for the
position; and
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comparison to other executives within our company having similar
levels of expertise and experience.
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Role of
Executive Officers in Compensation Decisions
For compensation decisions relating to executive officers other
than Mr. Ballard, Mr. Ballard, as the manager of the
members of the executive team, assesses each individuals
contributions to their respective goals and makes a
recommendation to the Compensation Committee regarding any
merit-based adjustment to salary, the amount of cash bonus and
bonus level for the coming year and replenishment stock option
or other equity compensation grant. The Compensation Committee
evaluates, discusses and modifies or approves these
recommendations and conducts a similar evaluation of the
Mr. Ballards contributions to corporate goals and
achievement of individual goals. Consistent with our
compensation philosophy, each employees evaluation begins
with a written self-assessment, the supervisors own
evaluation of the employees performance and input from
others within the company. Mr. Ballard bases his
recommendations in part upon annual performance reviews of our
executive officers, including a review of self-evaluations
prepared by such executive officers and supervisor reviews when
the executive officers report to someone other than
Mr. Ballard. Our Compensation Committee may exercise its
discretion in modifying any recommended compensation adjustments
or awards to executive officers. Compensation committee meetings
typically have included, for all or a portion of each meeting,
not only the committee members but also Messrs. Skaff,
Pimentel and Chou, and Rocky Francis, our vice president of
global human resources.
Components
of Executive Compensation
Our executive officers compensation currently has three
primary components base compensation or salary,
quarterly (and, in the case of Mr. Ballard, also annual)
cash bonuses under a performance-based, non-equity incentive
plan, and stock option awards granted pursuant to our 2007
Equity Incentive Plan. In addition, we provide our executive
officers a variety of benefits that are available generally to
all salaried employees in the geographical location where they
are based. We fix executive officer base compensation at a level
we believe enables us to hire and retain individuals in a
competitive environment and to reward satisfactory individual
performance and a satisfactory level of contribution to our
overall business goals. We also take into account the base
compensation that is payable by companies that we believe to be
our competitors and by other companies with which we believe we
generally compete for executive officers. To this end, with the
help of Compensia, an executive compensation consulting firm, we
access a number of executive compensation surveys and other
databases and review them when making crucial executive officer
hiring decisions and annually when we review executive
compensation. We designed our executive bonus plan to focus our
management on achieving key corporate financial objectives, to
motivate certain desired individual behaviors and to reward
substantial achievement of these corporate financial objectives
and individual goals. We utilize cash bonuses to reward
performance achievements with a time horizon of one year or
less, and we utilize salary as the base amount necessary to
match our competitors for executive talent. We utilize initial
and refresh stock options to reward long-term performance, with
strong corporate performance and extended executive officer
tenure producing potentially significant value for the executive
officer.
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We view these components of compensation as related but
distinct. Although our Compensation Committee does review total
compensation, we do not believe that significant compensation
derived from one component of compensation should negate or
reduce compensation from other components. We determine the
appropriate level for each compensation component based in part,
but not exclusively, on competitive benchmarking consistent with
our recruiting and retention goals, our view of internal equity
and consistency, and other considerations we deem relevant, such
as rewarding extraordinary performance. We believe that, as is
common in the technology sector, stock option awards are the
primary compensation-related motivator in attracting and
retaining employees and that salary and bonus levels are
secondary considerations to most employees. Except as described
below, our Compensation Committee has not adopted any formal or
informal policies or guidelines for allocating compensation
between long-term and currently paid out compensation, between
cash and non-cash compensation, or among different forms of
non-cash compensation, but our Compensation Committees
general compensation philosophy is to provide a mix of cash
incentives and equity to balance the companys short-term
and long-term performance goals. In addition, our Compensation
Committees philosophy is to make a greater percentage of
an employees compensation performance-based as he or she
becomes more senior and to keep cash compensation to the minimum
competitive level while providing the opportunity to be well
rewarded through equity if the company performs well over time,
consistent with our pay-for-performance culture.
Our Compensation Committees current intent is to perform
at least annually a strategic review of our executive
officers compensation levels to determine whether they
provide adequate incentives and motivation to our executive
officers and whether they adequately compensate our executive
officers relative to comparable executive officers in other
companies with which we compete for executives. These companies
may or may not be public companies or even technology companies.
Our Compensation Committees most recent review occurred at
its October 2007 and November 2007 meetings.
We account for equity compensation paid to our employees under
the rules of SFAS No. 123R, which requires us to
estimate and record an expense over the service period of the
award. Accounting rules also require us to record cash
compensation as an expense at the time the obligation is
accrued. Unless and until we achieve sustained profitability,
the availability to us of a tax deduction for compensation
expense will not be material to our financial position. We
structure cash bonus compensation so that it is taxable to our
executives at the time it becomes available to them. We
currently intend that all cash compensation paid will be tax
deductible for us. However, with respect to equity compensation
awards, while any gain recognized by employees from nonqualified
options should be deductible, to the extent that an option
constitutes an incentive stock option, gain recognized by the
optionee will not be deductible if there is no disqualifying
disposition by the optionee. In addition, if we grant restricted
stock or restricted stock unit awards that are not subject to
performance vesting, they may not be fully deductible by us at
the time the award is otherwise taxable to the employee.
Benchmarking
Our Compensation Committee, at its September 2006 meeting, set
executive officers base salaries and total cash
compensation, which includes base salaries plus cash-based
bonuses, at levels that were at or near the 60th percentile
of salaries of executive officers with similar roles at
comparable pre-public and small public companies and set their
aggregate share and option holdings at a level that was at or
near the 75th percentile of executive officers in similar
positions. Our Compensation Committee believed that the
60th percentile for base salaries and total cash
compensation was the minimum cash compensation level that would
allow us to attract and retain talented executive officers.
However, because our Compensation Committee fixed salaries near
the median of comparable executive officers salaries, it
chose to make equity grants at or near the level of the
75th percentile. These guidelines governed the total cash
compensation of our executive officers through December 2007 and
the equity compensation of our executive officers through
November 2007, when new guidelines established by our
Compensation Committee at its October and November 2007 meetings
became effective.
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For the September 2006 meeting, Compensia, for consideration in
connection with determining the 2007 stock-based compensation
for all of our executive officers and the 2007 cash compensation
for our executive officers based in the United States, prepared
a peer analysis based on data from:
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the Advanced HR Option Impact Pre-IPO Compensation
Database for software companies in the San Francisco Bay
Area that had raised at least $50 million of capital;
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the Croner Entertainment and Educational Software Compensation
Survey, which includes a mix of private and public companies;
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the Radford Executive Survey of primarily public companies and
some private companies, in each case limited to the groups of
companies with revenues of less than $50 million and
companies with revenues between $50 million and
$200 million; and
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public filings of the following recently public companies,
primarily in the technology sector: Clayton Holdings,
Dealertrack Holdings, Emageon, Kenexa, Loopnet, Nci, Omniture,
Rackable Systems, Synchronoss Technologies, Taleo, Traffic.com,
Unica, Visicu, Vocus and Website Pros.
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For the September 2006 meeting, Compensia, for consideration in
connection with determining the 2007 cash compensation for our
executive officer based in the United Kingdom, used data from
the IPAS High Technology International Survey of primarily
public companies and some private companies.
At its October 2007 and November 2007 meetings, our Compensation
Committee confirmed its previously established guidelines of
setting executive officers base salaries and total cash
compensation, which includes base salaries plus cash-based
bonuses, at levels that are at or near the 60th percentile
of salaries of executive officers with similar roles at
comparable pre-public and small public companies. The committee
also determined to continue to set the aggregate share and
option holdings for executive officers at or near the
75th percentile of executive officers in similar positions.
Our Compensation Committee continues to believe that the
60th percentile for base salaries and total cash
compensation is the minimum cash compensation level that would
allow us to attract and retain talented executive officers.
However, because our Compensation Committee fixed salaries near
the median of comparable executive officers salaries, it
continues to choose to make equity grants at or near the level
of the 75th percentile.
For the October 2007 and November 2007 meetings, Compensia, for
consideration in connection with determining the 2008
stock-based and cash compensation for all of our executive
officers, prepared a peer analysis based on data from:
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comparable position compensation data for the following peer
companies: Actuate, Aruba Networks, Autobytel, BigBand Networks,
Chordiant Software, CommVault Systems, CyberSource, Digimarc,
DivX, DTS, Omniture, Opsware, Riverbed Technnology and Sonic
Solutions;
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the Radford April 2007 High-Tech Executive Survey of a subset of
the complete peer companies list (Actuate, BigBand Networks,
Chordiant Software, CommVault Systems, CyberSource, Digimarc,
Omniture and Opsware) plus Real Networks;
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the Radford April 2007 High-Tech Executive Survey of primarily
public and some private software companies, limited to companies
with revenues between $50 million and
$200 million; and
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where peer company proxy data was available, blended peer
company proxy data and the survey data set forth above in the
three points, giving equal weight to the proxy data and survey
data.
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Compensia and our Compensation Committee used a different set of
peer companies for benchmarking at our Compensation
Committees October 2007 and November 2007 meetings than
the set used at our Compensation Committees September 2006
meeting. At the time of the September 2006 meeting, we were a
private company so Compensia and our Compensation Committee
considered executive pay practices at technology companies that
were late stage private companies or had recently gone public to
gauge compensation levels, pay mix, equity vehicles and other
considerations, in order to transition from being a private
company to a public company in our compensation practices. In
April 2007, Radford and the Compensation Committee considered a
different set of peer companies in connection with a Radford
assessment of our equity compensation program for its employees
in general. Radford conferred with our management to develop a
proposed group of peer companies of companies
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similar to Glu based on industry, financial and organizational
comparability. The proposed group of peer companies was
presented by Radford and the Companys management to
Compensia and our Compensation Committee for input and based on
input from Compensia and our Compensation Committee, the group
of peer companies was modified slightly to reflect their view of
better aligned comparators, including consideration of similar
growth characteristics for example, resulting in the final group
of peer companies which Compensia and our Compensation Committee
considered at the Compensation Committees October 2007 and
November 2007 meetings.
Our Compensation Committee realizes that using a benchmark may
not always be appropriate but believes that it is the best
alternative at this point in the life cycle of our company. In
instances where an executive officer is uniquely key to our
success, our Compensation Committee may provide compensation in
excess of these percentiles. Our Compensation Committees
judgments with regard to market levels of base compensation and
aggregate equity holdings were based on a report obtained from
Compensia, which was engaged by our Compensation Committee to
assist in the adjustment of the compensation to our executives;
the report compared our executive compensation with the
executive compensation at a number of recently public companies
and a number of similarly situated private companies, analyzing
various factors including employee headcount and revenues. The
Compensation Committees choice of the foregoing
percentiles to apply to the data in the report reflected
consideration of our stockholders interests in paying what
was necessary, but not significantly more than necessary, to
achieve our corporate goals, while conserving cash and equity as
much as practicable. We believe that, given the industry in
which we operate and the corporate culture that we have created,
base compensation and options at these percentage levels are
generally sufficient to retain our existing executive officers
and to hire new executive officers when and as required.
Base
Salary
The base salaries of executive officers are determined at the
time of hiring by evaluating the responsibilities of the
position held and the experience and performance of the
individual, with reference to the competitive marketplace for
executive talent, including a comparison to base salaries for
comparable positions at the peer companies using the benchmarks
prepared by Compensia. We believe that this peer group is
representative of companies in our size range and industry that
are a fair representation of the employment market in which we
compete. The Compensation Committee reviews executive salaries
annually and adjusts them as appropriate to reflect changes in
the peer companies, individual performance and responsibility,
prior experience and salary history. Our policy is to target
base salaries at the 60th percentile of the peer companies.
In instances where an executive officer is uniquely key to our
success or has a role that does not exactly match the
benchmarking data, our Compensation Committee may provide
compensation below, or in excess of, the 60th percentile of
the peer companies.
At its September and October 2006 meetings, based on
consideration of the benchmarks, our Compensation Committee
recommended and our Board of Directors subsequently approved
salary increases and additional option grants to our executive
officers. The new annual base salary levels fixed in October
2006 for our executive officers were $300,000 for
Mr. Ballard, $250,000 for Mr. Pimentel, $240,000 for
Ms. Braff, $240,000 for Mr. Galvagni and £120,000
for Mr. Segerstråle. These base salary increases were
approved based on recommendations from the Chief Executive
Officer, an evaluation of each executive officers
performance that was performed in consultation with the Chief
Executive Officer, and consideration of the benchmarking data.
After taking these base salary increases into consideration, the
base salaries of Messrs. Ballard, Pimentel, Galvagni and
Segerstråle and Ms. Braff remained at or below the
guideline levels established by the Compensation Committee.
At its October and November 2007 meetings, based on
consideration of the benchmarks, our Compensation Committee
recommended and our Board of Directors subsequently approved
salary increases and additional option grants to our executive
officers. The new annual salary levels fixed in November 2007
and effective beginning December 15, 2007 for our executive
officers were $375,000 for Mr. Ballard, $280,000 for
Mr. Pimentel, $270,000 for Ms. Braff and $270,000 for
Mr. Galvagni. Mr. Segerstråle, an executive
officer in 2006, was not included in these recommendations as he
had resigned from the Company in August 2007. These base salary
increases were approved based on recommendations from the Chief
Executive Officer, an evaluation of each executive
officers performance that was performed in consultation
with the Chief Executive Officer, and consideration of the
benchmarking data. After taking these base salary increases into
consideration, the base salary of Mr. Ballard remained
below the
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guideline levels established by the Compensation Committee and
the base salaries of Messrs. Pimentel and Galvagni and
Ms. Braff were above the guideline levels established by
the Compensation Committee. The Compensation Committee believes
that Mr. Pimentels broader role, including
administration and corporate development, and his lengthy career
in the industry, Ms. Braffs broader role, including
worldwide sales and marketing, Mr. Galvagnis broader
role, including product development and engineering, and the
fact that, each of these positions entails broader
responsibilities than the comparable executives in the benchmark
comparisons, warrants in each case a base salary higher than the
guidelines established by the Compensation Committee.
Mr. Pimentels base salary exceeded the
60th percentile guideline used by the Compensation
Committee by approximately 8%, Ms. Braffs base salary
exceeded the 60th percentile guideline by approximately 12%
and Mr. Galvagnis base salary exceeded the
60th percentile guideline by approximately 11%. Our
Compensation Committees choice of the foregoing salaries
reflected consideration of our stockholders interests in
paying what was necessary, but not significantly more than
necessary, to achieve our corporate goals, while conserving cash
as much as practicable.
Equity
Compensation
Generally, a significant stock option grant is made in the year
when an executive officer commences employment with us. This
grant is made within our written guidelines for new hire grants,
consistent with the executive officers position and
considering also the benchmarks. The size of each grant is
generally set at a level that the Compensation Committee deems
appropriate to create a meaningful opportunity for stock
ownership based upon the grant guidelines, the individuals
position with us and the individuals potential for future
responsibility and promotion. The relative weight given to each
of these factors will vary from individual to individual at the
Compensation Committees discretion. Adjustments may be
made as the Compensation Committee deems reasonable to attract
candidates in the competitive environment in which we operate.
When a new executive officer is hired, an option grant will be
made at the first regularly scheduled meeting of the
Compensation Committee after the executive officer commences
employment. These initial grants vest over four years and no
shares vest before the one year anniversary of the option grant.
We spread the vesting of our options over four years to
compensate executive officers for their contribution over a
period of time.
Subsequent option grants may be made at varying times and in
varying amounts in the discretion of the Compensation Committee.
We do not make stock option grants in connection with the
release or withholding of material non-public information. As a
general matter, option grants to existing executive officers are
made annually at our regularly scheduled Compensation Committee
meetings in October. Other than as described above, we do not
have any program, plan or obligation that requires us to grant
equity compensation on specified dates. It is possible that we
will establish further programs or policies of this sort in the
future, but we do not currently have plans to do so. Option
grants were made to existing executive officers in November 2007
as the Compensation Committee determined at its October 2007
meeting that it wished to seek the input of the full Board of
Directors prior to making the option grants.
From February 2005 through the date of our IPO in March 2007,
our Compensation Committee sought periodic valuation updates
from an independent valuation firm to determine the fair market
value of our common stock. All equity awards through the date of
our IPO to our employees, including executive officers, and to
our directors have been granted and reflected in our
consolidated financial statements, based upon the applicable
accounting guidance, at the fair market value on the grant date
in accordance with the valuation determined by our independent,
outside valuation firm. Authority to make equity grants to
executive officers rests with our Compensation Committee,
although, as noted above, our Compensation Committee does
consider Mr. Ballards recommendations.
In January 2007, our Board of Directors adopted, and in March
2007 our stockholders approved, a new equity plan. The 2007
Equity Incentive Plan replaced our 2001 Stock Option Plan upon
our IPO in March 2007. Participation in the 2007 Equity
Incentive Plan is available to all executive officers as well as
our other employees. Participation in the 2007 Employee Stock
Purchase Plan, which our Board of Directors adopted in January
2007 and our stockholders approved in March 2007, is also
available to all executive officers on the same basis as our
other employees.
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In November 2007, our Compensation Committee awarded options to
purchase 125,000 shares of common stock to
Mr. Ballard, 70,000 shares to Mr. Pimentel, and
75,000 shares each to Ms. Braff and Mr. Galvagni.
These options for executive officers represented approximately
19.4% of the aggregate number of options that we awarded to our
employees in 2007. In October 2007, the Board of Directors
reduced the term of stock options granted by the company under
the 2007 Equity Incentive Plan from ten years to six years. All
of the stock options granted to the executive officers in
November 2007 thus have six year terms. The exercise price for
these stock options was set at the market price on the date of
approval by the Compensation Committee. These refresh grants
vest over four years and no shares vest before the one year
anniversary of the option grant, which is the same vesting
schedule as refresh grants to our other employees. The value of
the shares subject to these grants are reflected in the table
below entitled Grants of Plan-Based Awards in 2007.
To date, we have not awarded shares of restricted stock to our
executive officers. Since we have been in a high growth phase of
our business and our stock has only recently become publicly
traded, the Compensation Committee believes that the options
currently provide a more powerful incentive for our executive
officers. However, the Compensation Committee may make
restricted stock grants in the future.
Cash
Bonuses Under Our Non-Equity Incentive Plan
Our current executive bonus plan was adopted by our Compensation
Committee in February 2004, was amended in September 2007 and
was most recently amended in March 2008, to reward all vice
presidents and more senior executive officers, and certain
senior director-level employees. It contemplates the payment of
a maximum annual bonus equal to an officers current annual
salary multiplied by a percentage fixed in the officers
employment offer letter or subsequently fixed or amended by our
Chief Executive Officer or, in the case of our Chief Executive
Officers percentage, our Compensation Committee. The
percentages for 2007 were 50% for Mr. Ballard, 30% for
Mr. Pimentel and 25% for Ms. Braff and
Mr. Galvagni. These targeted amounts for 2007 were below
the guidelines established by the Compensation Committee. In
November 2007, the Compensation Committee increased the
percentages to 75% for Mr. Ballard and 50% for
Messrs. Pimentel and Galvagni and Ms. Braff, such
increases effective January 1, 2008. These targets amounts
for 2008 are at the guidelines established by the Compensation
Committee for Mr. Pimentel, above the guidelines
established by the Compensation Committee for Mr. Galvagni
and below the guidelines established by the Compensation
Committee for Mr. Ballard and Ms. Braff.
Mr. Galvagnis bonus percentage exceeded the
60th percentile guideline by approximately 42.9%, in light
of the factors discussed in Base Salary
above. Our Compensation Committees choice of the foregoing
salaries reflected consideration of our stockholders
interests in paying what was necessary, but not significantly
more than necessary, to achieve our corporate goals, while
conserving cash as much as practicable.
Except with regards to Mr. Ballard, we pay bonuses
quarterly with the maximum potential bonus in a given quarter
equal to 25% of the maximum annual bonus. We determined to pay
bonuses quarterly because our Compensation Committee believed a
short-term orientation was appropriate given the uncertainty and
unpredictability of operations in a small company.
Mr. Ballards maximum potential bonus in a given
quarter is equal to 20% of his maximum annual bonus, with the
final 20% being paid after our year-end based on his annual
performance. The Compensation Committee wanted
Mr. Ballards bonus to be largely aligned with those
of the other executive officers but to include a strategic
component that went beyond the short-term quarterly financial
metrics.
In 2007, we based quarterly bonuses on three
components corporate operational revenues, corporate
operational EBITDA and individual contributions. In March 2008,
the Compensation Committee modified the executive bonus plan
such that, for 2008 bonuses, the corporate operational EBITDA
target is replaced with a corporate non-GAAP earnings target. We
defined corporate operational revenues, for bonus purposes, to
mean the estimated revenues that we will ultimately recognize
from end-user downloads during the quarter. We defined corporate
operational EBITDA, for bonus purposes, to mean operational
revenues less the royalties associated with those revenues and
less our normal recurring cash operating expenses. Thus, we do
not subtract amortization or impairment of intangible assets,
impairment of prepaid royalties or guarantees, stock-based
compensation, depreciation, restructuring charges or any other
expenses that we consider nonrecurring. We defined corporate
non-GAAP earnings, for bonus purposes, to mean corporate GAAP
net income less amortization or impairment of intangible assets,
impairment of prepaid royalties or guarantees, stock-based
compensation, restructuring charges or any other expenses that
we consider nonrecurring. The Compensation Committee felt that
the largest portion of
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each bonus should be based on our executive officers
success as a team and thus based on corporate financial goals,
but that there should be some ability to reward individual
contributions. Each component of the bonus is independent of the
other components, and we will pay the applicable percentage of
the bonus if an objective is attained, regardless of whether any
or all of the other objectives are attained. For 2007, the
Compensation Committee chose corporate operational revenues and
corporate operational EBITDA because it believed that, as a
growth company, we should reward revenue growth, but only if
that revenue growth is achieved cost effectively. Likewise, it
believed a profitable company with little or no growth was not
acceptable. For 2008, the Compensation Committee chose corporate
operational revenues and corporate non-GAAP earnings because it
continued to believe that, as a growth company, we should reward
revenue growth, but only if that revenue growth is achieved cost
effectively, and that a profitable company with little or no
growth was not acceptable. The Compensation Committee decided to
replace the corporate operational EBITDA objective with the
corporate non-GAAP earnings objective because non-GAAP earnings
is a more precise measurement, requires our executive officers
to consider matters from a GAAP perspective in terms of
Glus financial goals, and is a better measure of our
financial performance to our stockholders. Thus, the
Compensation Committee considered the chosen metrics to be the
best indicators of financial success and stockholder value
creation. The targets are based on our annual budget, as
approved by the Board of Directors. The individual performance
objectives are determined by the executive officer to whom the
potential bonus recipient reports or, in the case of our Chief
Executive Officer, by our lead independent director and one or
more members of our Compensation Committee, after taking input
from the other members of our Board of Directors. The basis for
Mr. Ballards bonus might include such objectives as
developing our executive team, successfully integrating
acquisitions, ensuring the creation of a sufficient number of
games, developing improved content strategy or developing
strategic opportunities.
The actual amount of the quarterly and annual bonus payments in
2007 depended on whether we achieved our corporate operational
revenue and corporate operational EBITDA targets, and, for each
individual executive officer, whether he or she achieved his or
her individual goals. Each executive officer, other than
Mr. Ballard, is eligible to receive up to 37.5% of their
bonus opportunity based on our corporate operational revenues,
37.5% of their bonus opportunity based on our corporate
operational EBITDA and 25% of their bonus opportunity based on
the executive officers individual goals. Mr. Ballard
is eligible to receive up to 40% of his bonus opportunity based
on our corporate operational revenues, 40% of his bonus
opportunity based on our corporate operational EBITDA and 20% of
his bonus opportunity based on his individual annual goals. In
each case, payment for the financial targets components of the
bonuses is contingent on achieving 90% of the applicable target,
with 40% of the maximum amount for that portion of the bonus
being paid if we achieve at least 90% but less than 95% of the
applicable target, 70% of the maximum amount for that portion of
the bonus being paid if we achieve at least 95% but less than
100% of the applicable target, and 100% of the maximum amount
for that portion of the bonus being paid if we achieve at least
100% of the applicable target. At the end of each fiscal
quarter, we calculate performance for the quarter and determine
each participants quarterly bonus amount. The Compensation
Committee has retained the discretion to withdraw, amend, add to
or terminate the executive bonus plan, or any portion of it, at
any time. The aggregate bonus payments for our executive
officers earned in 2007 were $73,500, $33,281, $29,062 and
$29,062 for Mr. Ballard, Mr. Pimentel, Ms. Braff
and Mr. Galvagni, respectively.
Severance
and Change of Control Payments
We are a party to change of control severance agreements with
each of our executive officers, which have not been amended
during 2007 or 2008 (through the date of this proxy statement).
For each of Messrs. Ballard and Pimentel, if he is
terminated within 12 months following a change of control
of the company, all of his stock options will immediately vest.
For each of Ms. Braff and Mr. Galvagni, if she or he
is terminated within 12 months following a change of
control of the company, she or he will become vested as to an
additional 50% of each stock option originally granted.
Our Board of Directors determined to provide these change of
control arrangements in order to mitigate some of the risk that
exists for executives working in a small, dynamic company, an
environment where there is a meaningful likelihood that we may
be acquired. These arrangements are intended to attract and
retain qualified executives that have alternatives that may
appear to them to be less risky absent these arrangements, and
to mitigate a potential disincentive to consideration and
execution of such an acquisition, particularly where the
services of
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these executive officers may not be required by the acquirer.
For quantification of these severance and change of control
benefits, please see the discussion under Payments Upon
Termination or Change in Control below.
Absent a change of control event, no executive officer is
entitled upon termination to either equity vesting acceleration
or cash severance payments.
Other
Benefits
Executive officers are eligible to participate in all of our
employee benefit plans, such as medical, dental, vision, group
life, disability, and accidental death and dismemberment
insurance and our 401(k) plan, in each case on the same basis as
other employees. We did not match employee contributions under
our 401(k) plan in 2007. We also provide vacation and other paid
holidays to all employees, including our executive officers,
which are comparable to those provided at peer companies. There
were no special benefits or perquisites provided to any
executive officer in 2007.
Financial
Restatements
The Compensation Committee has not adopted a policy with respect
to whether we will make retroactive adjustments to any cash- or
equity-based incentive compensation paid to executive officers
(or others) where the payment was predicated upon the
achievement of financial results that were subsequently the
subject of a restatement. Our Compensation Committee believes
that this issue is best addressed when the need actually arises,
when all of the facts regarding the restatement are known.
Tax and
Accounting Treatment of Compensation
Section 162(m) of the Internal Revenue Code places a limit
of $1 million on the amount of compensation that we may
deduct in any one year with respect to our Chief Executive
Officer, our Chief Financial Officer and each of our three most
highly paid executive officers. There is an exception to the
$1 million limitation for performance-based compensation
meeting certain requirements. To qualify for the exemption, our
stockholders were asked to approve a limit under our 2007 Equity
Incentive Plan on the maximum number of shares for which a
participant may be granted stock options in any calendar year.
Because this limit was adopted, any compensation deemed paid to
an executive officer when he or she exercises an option with an
exercise price that is at least equal to the fair market value
of the option shares on the grant date should qualify as
performance-based compensation and should not be subject to the
$1 million deduction limitation. Restricted stock awards
are generally not considered performance-based under
Section 162(m) of the Internal Revenue Code and, therefore,
are generally not deductible. However, such awards may qualify
for the exemption if vesting is based on stockholder-approved
performance metrics. To maintain flexibility in compensating
executive officers in a manner designed to promote varying
corporate goals, the Compensation Committee has not adopted a
policy requiring all compensation to be deductible. However, to
date we have not exceeded the $1 million limit for any
executive officer. Moreover, exceeding that limitation may not
result in the current payment of increased federal income taxes
due to our significant net operating loss carryforward.
We account for equity compensation paid to our employees under
the rules of SFAS 123(R), which requires us to estimate and
record an expense for each award of equity compensation over the
service period of the award. Accounting rules also require us to
record cash compensation as an expense at the time the
obligation is accrued.
COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed this
Compensation Disclosure and Analysis set forth above with our
management. Based on its review and discussions, the committee
recommended to our Board of Directors that the Compensation
Disclosure and Analysis be included in this report.
Submitted by the Compensation Committee of
the Board of Directors,
William Miller
Richard Moran
Sharon Wienbar
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Equity
Compensation Plan Information
The following table sets forth information as of
December 31, 2007 regarding equity awards under our 2001
Second Amended and Restated Stock Option Plan; 2007 Equity
Incentive Plan and 2007 Employee Stock Purchase Plan and any
amendments to such plans:
Equity
Compensation Plan Information Table
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|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
Number of Securities
|
|
|
|
|
|
for Future Issuance
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Under Equity
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column (a))
|
|
|
Equity compensation plans approved by security holders(1)
|
|
|
4,035,629
|
|
|
$
|
6.75
|
|
|
|
816,624
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,035,629
|
|
|
$
|
6.75
|
|
|
|
816,624
|
|
|
|
|
(1) |
|
Of these shares, 1,766,000 shares are available for
issuance under our 2007 Equity Incentive Plan, which permits the
grant of stock options, stock appreciation rights, restricted
stock, stock awards and restricted stock units, and
667,000 shares are available for issuance under our 2007
Employee Stock Purchase Plan. |
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The following table sets forth certain information with respect
to compensation awarded to, earned by or paid to each person who
served as our Chief Executive Officer or was one of our four
other most highly compensated executive officers (collectively,
the Named Executive Officers) during the fiscal year
ended December 31, 2007 and during the fiscal year ended
December 31, 2006.
Summary
Compensation Table 2006 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
Option
|
|
Incentive Plan
|
|
|
Principal Position
|
|
Year
|
|
Salary(1)
|
|
Bonus(2)
|
|
Awards(3)
|
|
Compensation(4)
|
|
Total(5)
|
|
L. Gregory Ballard
|
|
|
2007
|
|
|
$
|
301,442
|
|
|
|
|
|
|
$
|
486,001
|
|
|
$
|
73,500
|
|
|
$
|
860,943
|
|
Chief Executive Officer
|
|
|
2006
|
|
|
|
280,769
|
|
|
|
|
|
|
|
526,126
|
|
|
|
73,125
|
|
|
|
880,020
|
|
Albert A. Rocky Pimentel
|
|
|
2007
|
|
|
|
250,576
|
|
|
|
|
|
|
|
278,701
|
|
|
|
33,281
|
|
|
|
562,558
|
|
Chief Financial Officer
|
|
|
2006
|
|
|
|
223,076
|
|
|
|
|
|
|
|
277,195
|
|
|
|
31,365
|
|
|
|
531,636
|
|
Jill S. Braff
|
|
|
2007
|
|
|
|
240,577
|
|
|
|
|
|
|
|
132,249
|
|
|
|
29,062
|
|
|
|
401,888
|
|
Senior Vice President of
|
|
|
2006
|
|
|
|
216,923
|
|
|
$
|
12,500
|
|
|
|
43,668
|
|
|
|
30,425
|
|
|
|
303,516
|
|
Global Publishing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alessandro Galvagni
|
|
|
2007
|
|
|
|
240,576
|
|
|
|
|
|
|
|
132,561
|
|
|
|
29,062
|
|
|
|
402,199
|
|
Senior Vice President of
|
|
|
2006
|
|
|
|
197,692
|
|
|
|
12,500
|
|
|
|
39,899
|
|
|
|
27,113
|
|
|
|
277,204
|
|
Product Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kristian Segerstråle(6)
|
|
|
2007
|
|
|
|
160,342
|
|
|
|
|
|
|
|
|
|
|
|
15,043
|
|
|
|
175,385
|
|
Managing Director, EMEA
|
|
|
2006
|
|
|
|
221,154
|
|
|
|
|
|
|
|
16,081
|
|
|
|
17,328
|
|
|
|
254,563
|
|
|
|
|
(1) |
|
The amounts in this column include any salary contributed by the
Named Executive Officer to our 401(k) plan. |
21
|
|
|
(2) |
|
Bonuses paid in 2006 and 2007 were generally made under the
criteria established in our executive bonus plan, and these plan
bonus amounts are included in the Non-Equity Incentive
Plan Compensation column. The amounts in this column
represent discretionary bonuses paid to the Named Executive
Officers as described under Compensation
Discussion and Analysis Cash Bonuses Under Our
Non-Equity Incentive Plan above. |
|
(3) |
|
The amounts in this column represent the amounts recognized as
compensation expense for financial statement reporting purposes
in 2006 and 2007 in accordance with SFAS No. 123R in
connection with all of the options held or previously exercised
by the Named Executive Officer. |
|
(4) |
|
The amounts in this column represent total performance-based
bonuses earned for services rendered during 2006 and 2007. These
bonuses were based entirely on our financial performance and the
Named Executive Officers performance against his or her
specified individual objectives. The bonuses earned in the last
quarter of 2006 were paid in 2007, and in the last quarter of
2007 were paid in 2008. |
|
(5) |
|
The dollar value in this column for each Named Executive Officer
represents the sum of all compensation reflected in the
preceding columns. |
|
(6) |
|
Mr. Segerstråle resigned as an executive officer
effective August 2007; prior to his departure, in 2007,
Mr. Segerstråle earned $160,342. |
Outstanding
Equity Awards at Fiscal Year-End
The following table provides information on the current holdings
of stock options by the Named Executives Officers as of
December 31, 2007. This table includes unexercised and
unvested option awards. Each equity grant is shown separately
for each Named Executive Officer. The vesting schedule for each
grant is shown following this table, based on the option grant
date.
2007
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option
|
|
|
|
|
|
|
|
|
Estimated Future
|
|
Awards:
|
|
|
|
|
|
|
|
|
Payouts Under Non-
|
|
Number of
|
|
|
|
|
|
|
|
|
Equity
|
|
Securities
|
|
Exercise
|
|
Grant Date
|
|
|
|
|
Incentive Plan
|
|
Underlying
|
|
Price of
|
|
Fair Value
|
|
|
Grant
|
|
Awards(1)
|
|
Options
|
|
Option
|
|
of Option
|
Name
|
|
Date
|
|
Threshold
|
|
Maximum
|
|
Awards(2)
|
|
Awards(3)
|
|
Awards(4)
|
|
L. Gregory Ballard
|
|
|
11/29/07
|
|
|
$
|
48,000
|
|
|
$
|
150,000
|
|
|
|
125,000
|
|
|
$
|
5.95
|
|
|
$
|
292,575
|
|
Albert A. Rocky Pimentel
|
|
|
11/29/07
|
|
|
|
22,500
|
|
|
|
75,000
|
|
|
|
70,000
|
|
|
|
5.95
|
|
|
|
126,294
|
|
Jill S. Braff
|
|
|
11/29/07
|
|
|
|
18,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
|
|
5.95
|
|
|
|
136,208
|
|
Alessandro Galvagni
|
|
|
11/29/07
|
|
|
|
18,000
|
|
|
|
60,000
|
|
|
|
75,000
|
|
|
|
5.95
|
|
|
|
136,208
|
|
Kristian Segerstråle(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Under our executive bonus plan in 2007, for each of the Named
Executive Officers, except for Mr. Ballard, 37.5% of each
quarterly bonus was based on our performance relative to our
operational revenue plan and 37.5% was based on our performance
relative to our operational EBITDA plan, in each case with 40%
of the maximum amount for that portion of the bonus being paid
if we achieved at least 90% of our plan, 70% if we achieved at
least 95% of our plan and 100% if we met or exceeded our plan.
The final 25% of each quarterly bonus was based on the
percentage of individual objectives that the chief executive
officer determined the executive officer met. These objectives
typically included qualitative and quantitative elements such as
demonstrated leadership and achieving spending within plan for
the officers area of functional responsibility, as well as
tactical and strategic objectives to be achieved within the
officers functional area. Under our executive bonus plan
in 2007, for Mr. Ballard, 80% of his bonus was paid on a
quarterly basis and the remaining 20% of his bonus was paid on
an annual basis. Of Mr. Ballards quarterly bonus, 50%
was based on our performance relative to our operational revenue
plan and 50% was based on our performance relative to our
operational EBITDA plan. The final 20% of his total bonus was
based on his individual annual goals. In the table above, the
Threshold column represents the smallest total bonus
that would have been paid in 2007 to each Named Executive
Officer if, in each quarter of 2007, we had achieved the minimum
operational revenue |
22
|
|
|
|
|
and operational EBITDA amounts required for the payment of any
bonus but the executive officer did not meet any of his or her
individual objectives. Payment of the applicable portion of each
bonus is contingent on (a) our having achieved either
(i) at least 90% of our operational revenue plan or
(ii) at least 90% of our operational EBITDA plan or
(b) the executive officers achieving one or more of
his or her individual performance goals. Failure to meet all of
these conditions in any quarter would result in an executive
officer receiving no bonus. The Maximum column
represents the largest total bonus that could have been paid to
each Named Executive Officer if all corporate financial and
individual objectives were met in each quarter of 2007. The
actual bonus amount earned by each Named Executive Officer in
2007 is shown in the Summary Compensation
Table 2006 and 2007 above. |
|
(2) |
|
All option awards were made under our 2007 Equity Incentive
Plan. Each award was divided into two options, with one option
covering shares designated as an incentive stock option and the
other option covering the remaining shares designated as a
nonqualified stock option. Each option vests as to
1/4
of the shares of common stock underlying it on the first
anniversary of the grant date and as to
1/48
of the underlying shares monthly thereafter. These options
contain provisions that call for accelerated vesting upon
certain events following a change of control event, as discussed
in Compensation Discussion and
Analysis Severance and Change of Control
Payments above and in Severance and
Change of Control Agreements below. |
|
(3) |
|
The closing market price of our stock on November 29, 2007
was $5.95 per share. |
|
(4) |
|
The amounts in this column represent the grant date fair value,
computed in accordance with SFAS No. 123R, of each
option granted to the Named Executive Officer in 2007, less in
the case of modified or replacement options the fair value of
the option modified or replaced. Our compensation cost for these
option grants is similarly based on the grant date fair value
but is recognized over the period, typically four years, in
which the Named Executive Officer must provide services in order
to earn the award. |
|
(5) |
|
Mr. Segerstråle resigned as an executive officer
effective August 2007. |
23
The following table provides information regarding each
unexercised stock option held by each of our Named Executive
Officers as of December 31, 2007.
Outstanding
Equity Awards at December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
Underlying
|
|
Option
|
|
Option
|
|
|
Unexercised Options(1)
|
|
Exercise
|
|
Expiration
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Price(2)
|
|
Date
|
|
L. Gregory Ballard(3)
|
|
|
105,556
|
|
|
|
|
|
|
$
|
0.18
|
|
|
|
10/01/08
|
|
|
|
|
166,666
|
|
|
|
|
|
|
|
0.75
|
|
|
|
11/03/09
|
(4)
|
|
|
|
183,333
|
|
|
|
|
|
|
|
3.90
|
|
|
|
07/20/16
|
(5)
|
|
|
|
41,664
|
|
|
|
91,668
|
|
|
|
10.53
|
|
|
|
09/07/16
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
5.95
|
|
|
|
11/29/13
|
|
Albert A. Rocky Pimentel(6)
|
|
|
69,971
|
|
|
|
34,987
|
|
|
|
4.50
|
|
|
|
04/28/10
|
|
|
|
|
28,644
|
|
|
|
63,022
|
|
|
|
10.53
|
|
|
|
09/07/16
|
|
|
|
|
47,579
|
|
|
|
|
|
|
|
0.75
|
|
|
|
11/03/09
|
|
|
|
|
|
|
|
|
70,000
|
|
|
|
5.95
|
|
|
|
11/29/13
|
|
Jill S. Braff(7)
|
|
|
2,084
|
|
|
|
|
|
|
|
0.30
|
|
|
|
02/04/09
|
|
|
|
|
16,666
|
|
|
|
|
|
|
|
0.75
|
|
|
|
06/30/09
|
|
|
|
|
24,727
|
|
|
|
|
|
|
|
0.30
|
|
|
|
05/06/09
|
|
|
|
|
16,665
|
|
|
|
8,335
|
|
|
|
4.50
|
|
|
|
04/28/10
|
|
|
|
|
23,435
|
|
|
|
51,564
|
|
|
|
10.53
|
|
|
|
09/07/16
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
5.95
|
|
|
|
11/29/13
|
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
3.54
|
|
|
|
12/15/15
|
|
Alessandro Galvagni(7)
|
|
|
16,666
|
|
|
|
|
|
|
|
0.18
|
|
|
|
09/01/08
|
|
|
|
|
28,887
|
|
|
|
14,446
|
|
|
|
4.50
|
|
|
|
04/28/10
|
|
|
|
|
23,435
|
|
|
|
51,564
|
|
|
|
10.53
|
|
|
|
09/07/16
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
5.95
|
|
|
|
11/29/13
|
|
Kristian Segerstråle(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Except as otherwise described in these footnotes, each option
vests as to
1/4
of the shares of common stock underlying it on the first
anniversary of the grant date and as to
1/48
of the shares of common stock underlying it monthly thereafter.
In December 2004, our Board of Directors amended the stock
options granted to employees at the level of vice president and
above such that their previously granted stock options would be
immediately exercisable, and determined that, unless otherwise
approved by our Board of Directors or our Compensation
Committee, future option grants to these employees would also be
immediately exercisable. Any options exercised prior to their
vesting date would be subject to our right of repurchase as
specified in the 2001 Stock Option Plan. |
|
(2) |
|
The amounts in this column represent the fair market value of a
share of our common stock, as determined by our Board of
Directors, on the options grant date. Please see
Compensation Discussion and
Analysis Equity Compensation above for a
discussion of how we have valued our common stock. |
|
(3) |
|
In May 2006, upon recommendation and approval from our
Compensation Committee, we entered into the severance agreement
described under Payments Upon Termination or
Change in Control below, including a change of control
provision, with Mr. Ballard. This agreement was amended in
December 2006. This agreement covers all stock option grants
made or to be made to Mr. Ballard. |
|
(4) |
|
This option vests monthly as to
1/48
of the shares of common stock underlying it. |
|
(5) |
|
This stock option was immediately exercisable. It vested as to
1/2
of the shares of common stock underlying it on the second
anniversary of the grant date and as to
1/48
of the shares of common stock underlying it monthly thereafter.
Any unvested shares vested upon the completion of the
Companys initial public offering, so it is fully vested. |
|
(6) |
|
In May 2006, upon recommendation and approval from our
Compensation Committee, we entered into the severance agreement
described under Payments Upon Termination or
Change in Control below, including |
24
|
|
|
|
|
a change of control provision, with Mr. Pimentel. This
agreement was amended in December 2006. This agreement covers
all stock option grants made or to be made to Mr. Pimentel. |
|
|
|
(7) |
|
In December 2006, upon recommendation and approval from our
Compensation Committee, we entered into a severance agreement
described under Payments Upon Termination or
Change in Control below, including a change of control
provision, with each of Ms. Braff and Mr. Galvagni.
These agreements cover all stock option grants made or to be
made to Ms. Braff and Mr. Galvagni. |
|
(8) |
|
Mr. Segerstråle resigned as an executive officer
effective August 2007. He does not hold any options to purchase
securities of the Company. |
Option
Exercises
The following table shows the number of shares acquired pursuant
to the exercise of options by each Named Executive Officer
during 2007 and the aggregate dollar amount realized by the
Named Executive Officer upon exercise of the option.
2007
Option Exercises
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares Acquired
|
|
|
Value Realized
|
|
Name
|
|
on Exercise
|
|
|
On Exercise(1)
|
|
|
L. Gregory Ballard
|
|
|
50,000
|
|
|
$
|
541,000
|
|
Albert A. Rocky Pimentel
|
|
|
|
|
|
|
|
|
Jill S. Braff
|
|
|
57,188
|
|
|
$
|
372,818
|
|
Alessandro Galvagni
|
|
|
49,999
|
|
|
$
|
362,015
|
|
Kristian Segerstråle(2)
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The aggregate dollar amount realized upon the exercise of an
option represents the difference between the aggregate market
price of the shares of our common stock underlying that option
on the date of exercise. |
|
(2) |
|
Mr. Segerstråle resigned as an executive officer
effective August 2007. Mr. Segerstråle did not
exercise any options in 2007. |
Pension
Benefits
The Company does not provide any pension benefits to the Named
Executive Officers.
Nonqualifed
Deferred Compensation
The Named Executive Officers are not provided with a
nonqualified deferred compensation plan.
Payments
Upon Termination or Change in Control
Messrs. Ballard
and Pimentel
In May 2006, we entered into severance agreements with
Messrs. Ballard and Pimentel, which were amended in
December 2006. Each agreement, as amended, provides that, should
the executive terminate his employment for good
reason or be terminated, other than for cause
or disability, within 12 months after a change in
control transaction, he would continue for 12 months
to receive his then-current base salary and benefits (other than
any prospective bonus) he might have been eligible to receive.
Each such executive will also be eligible to receive a partial
bonus prorated for the portion of the relevant period served by
the executive prior to the termination. Additionally, all of his
unvested options or outstanding shares of common stock subject
to our lapsing right of repurchase would become fully vested.
25
Ms. Braff
and Mr. Galvagni
In December 2006, our Board of Directors approved severance
arrangements with Ms. Braff and Mr. Galvagni, under
which, should the executive terminate his or her employment for
good reason or be terminated, other than for
cause or disability, within 12 months after a
change in control transaction, the executive would
continue for six months to receive his or her then-current base
salary and benefits (other than any bonus) the executive might
have been eligible to receive. Each such executive will also be
eligible to receive a partial bonus prorated for the portion of
the relevant period served by the executive prior to the
termination. Additionally, each of these executives outstanding
unvested options or outstanding shares of common stock subject
to our lapsing right of repurchase would become vested as to an
additional 50% of the shares originally subject to that option
or lapsing repurchase right.
The following definitions are utilized in the severance
arrangements with each of Messrs. Ballard, Galvagni and
Pimentel and Ms. Braff:
A change in control transaction is defined to mean
the closing of (i) a merger or consolidation in one
transaction or a series of related transactions, in which our
securities held by our stockholders before the merger or
consolidation represent less than 50% of the outstanding voting
equity securities of the surviving corporation after the
transaction or series of related transactions, (ii) a sale
or other transfer of all or substantially all of our assets as a
going concern, in one transaction or a series of related
transactions, followed by the distribution to our stockholders
of any proceeds remaining after payment of creditors or
(iii) a transfer of more than 50% of our outstanding voting
equity securities by our stockholders to one or more related
persons or entities other than our company in one transaction or
a series of related transactions.
Good reason is defined to mean (i) without his
or her express written consent, a significant reduction in his
or her duties, position or responsibilities, or his or her
removal from these duties, position and responsibilities, unless
he or she is provided with a position of substantially equal or
greater organizational level, duties, authority and
compensation; provided, however, that a change of title, in and
of itself, or a reduction of duties, position or
responsibilities solely by virtue of our being acquired and made
part of a larger entity will not constitute good
reason, (ii) a greater than 15% reduction in his or
her then-current annual base compensation that is not applicable
to our other executive officers, or (iii) without his or
her express written consent, a relocation to a facility or a
location more than 30 miles from his or her then-current
location of employment.
Cause is defined to mean (i) the
executives committing an act of gross negligence, gross
misconduct or dishonesty, or other willful act, including
misappropriation, embezzlement or fraud, that materially
adversely affects us or any of our customers, suppliers or
partners, (ii) his or her personal dishonesty, willful
misconduct in the performance of services for us, or breach of
fiduciary duty involving personal profit, (iii) his or her
being convicted of, or pleading no contest to, any felony or
misdemeanor involving fraud, breach of trust or misappropriation
or any other act that our Board of Directors reasonably believes
in good faith has materially adversely affected, or upon
disclosure will materially adversely affect, us, including our
public reputation, (iv) any material breach of any
agreement with us by him or her that remains uncured for
30 days after written notice by us to him or her, unless
that breach is incapable of cure, or any other material
unauthorized use or disclosure of our confidential information
or trade secrets involving personal benefit or (v) his or
her failure to follow the lawful directions of our Board of
Directors or, if he or she is not the chief executive officer,
the lawful directions of the chief executive officer, in the
scope of his or her employment unless he or she reasonably
believes in good faith that these directions are not lawful and
notifies our Board of Directors or chief executive officer, as
the case may be, of the reasons for his or her belief.
26
The following table below estimate the potential payments to
each Named Executive Officer upon involuntary termination or his
or her terminating his or her employment for good reason within
12 months following a change in our control as of
December 31, 2007, using the closing sales price of our
common stock on such date ($5.22), based on vesting as of that
date, assuming the Named Executive Officers fully exercised the
stock options to the extent vested and assuming these executive
officers could have sold the shares purchased upon exercise and
if any shares were subject to a right of repurchase by the
Company, the extent to which such right lapses and the Named
Executive Officer sold such shares:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Benefits and
|
|
Name
|
|
Salary(1)
|
|
|
Acceleration(2)
|
|
|
Perquisites(3)
|
|
|
L. Gregory Ballard
|
|
$
|
375,000
|
|
|
$
|
170,732
|
|
|
$
|
14,706
|
|
Albert A. Rocky Pimentel
|
|
|
280,000
|
|
|
|
237,877
|
|
|
|
14,706
|
|
Jill S. Braff
|
|
|
135,000
|
|
|
|
20,402
|
|
|
|
7,353
|
|
Alessandro Galvagni
|
|
|
135,000
|
|
|
|
5,201
|
|
|
|
2,398
|
|
Kristian Segerstråle(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects 12 months of continued salary in the cases of
Messrs. Ballard and Pimentel and six months of continued
salary in the cases of the other Named Executive Officers. |
|
(2) |
|
Calculated based on the change in control taking place as of
December 31, 2007 and based on the closing price of our
stock as of that date. Reflects 100% acceleration of vesting of
equity awards in the cases of Messrs. Ballard and Pimentel,
and reflects 50% acceleration of vesting of equity awards in the
cases of the other Named Executive Officers, in each case as of
that date. |
|
(3) |
|
Reflects 12 months of continued health (medical, dental and
vision) and life insurance benefits in the cases of
Messrs. Ballard and Pimentel and six months of continued
health (medical, dental and vision) and life insurance benefits
in the cases of the other Named Executive Officers. |
|
(4) |
|
Mr. Segerstråle resigned as an executive officer
effective August 2007. |
Employment
Agreements and Offer Letters
We are party to the following agreements contained in employment
offer letters with our Named Executive Officers.
L. Gregory
Ballard
On September 23, 2003, Mr. Ballard executed our
written offer of employment as our Chief Executive Officer and
President. The written offer of employment specifies that
Mr. Ballards employment with us is at
will. Mr. Ballards current base compensation is
$375,000. He is currently eligible to receive a bonus of up to
75% of his base compensation. The provision of
Mr. Ballards offer letter regarding termination upon
a change in control event has been superseded by the
Severance Agreement described above in
Payments Upon Termination or Change in
Control above.
Albert
A. Rocky Pimentel
On September 28, 2004, Mr. Pimentel executed our
written offer of employment as our Executive Vice President and
Chief Financial Officer. The written offer of employment
specifies that Mr. Pimentels employment with us is
at will. Mr. Pimentels current base
compensation is $280,000. He is currently eligible to receive a
bonus of up to 50% of his base compensation. The provision of
Mr. Pimentels offer letter regarding termination upon
a change of control event has been superseded by the
Severance Agreement described above in
Payments Upon Termination or Change in
Control above.
Alessandro
Galvagni
On September 23, 2002, Mr. Galvagni executed our
written offer of employment as our Chief Technical Officer
commencing on September 30, 2002. He is currently Senior
Vice President of Global Product Development
27
and Chief Technology Officer. The written offer of employment
does not specify a specific term for Mr. Galvagnis
employment; rather, Mr. Galvagnis employment with us
is at will. Mr. Galvagnis current base
compensation is $270,000. He is currently eligible to receive a
bonus of up to 50% of his base compensation.
Jill
S. Braff
On December 23, 2003, Ms. Braff executed our written
offer of employment as our Vice President, Marketing commencing
on December 29, 2003. She is currently Senior Vice
President of Global Publishing. This offer letter was
subsequently amended on July 23, 2004. The written offer of
employment does not specify a specific term for
Ms. Braffs employment; rather, Ms. Braffs
employment with us is at will. Ms. Braffs
current base compensation is $270,000. She is currently eligible
to receive a bonus of up to 50% of her base compensation.
Limitation
on Liability and Indemnification Matters
Our restated certificate of incorporation contains provisions
that limit the liability of our directors for monetary damages
to the fullest extent permitted by Delaware law. Consequently,
our directors will not be personally liable to us or our
stockholders for monetary damages for any breach of fiduciary
duties as directors, except liability for the following:
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|
|
any breach of their duty of loyalty to our company or our
stockholders;
|
|
|
|
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
|
|
|
|
unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware
General Corporation Law; or
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|
|
|
any transaction from which they derived an improper personal
benefit.
|
Our restated bylaws provide that we shall indemnify, to the
fullest extent permitted by law, any person who is or was a
party or is threatened to be made a party to any action, suit or
proceeding, by reason of the fact that he or she is or was one
of our directors or officers or is or was serving at our request
as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise. Our restated bylaws
provide that we may indemnify, to the fullest extent permitted
by law, any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding, by reason of the
fact that he or she is or was one of our employees or agents or
is or was serving at our request as an employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. Our restated bylaws also provide that we must
advance expenses incurred by or on behalf of a director or
officer in advance of the final disposition of any action or
proceeding, subject to very limited exceptions.
We have obtained insurance policies under which, subject to the
limitations of the policies, coverage is provided to our
directors and officers against loss arising from claims made by
reason of breach of fiduciary duty or other wrongful acts as a
director or officer, including claims relating to public
securities matters, and to us with respect to payments that may
be made by us to these officers and directors pursuant to our
indemnification obligations or otherwise as a matter of law.
In connection with our IPO, we entered into indemnity agreements
with each of our directors and executive officers that may be
broader than the specific indemnification provisions contained
in the Delaware General Corporation Law. These indemnity
agreements may require us, among other things, to indemnify our
directors and executive officers against liabilities that may
arise by reason of their status or service. These indemnity
agreements may also require us to advance all expenses incurred
by the directors and executive officers in investigating or
defending any such action, suit or proceeding. We believe that
these agreements are necessary to attract and retain qualified
individuals to serve as directors and executive officers.
At present, we are not aware of any pending litigation or
proceeding involving any person who is or was one of our
directors, officers, employees or other agents or is or was
serving at our request as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise, for which indemnification is sought, and we
are not aware of any threatened litigation that may result in
claims for indemnification.
28
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling our company pursuant to the foregoing
provisions, we have been informed that, in the opinion of the
SEC, that indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
Related
Party Transaction Approval Policy
The Board recognizes that related party transactions can present
conflicts of interest and questions as to whether the
transactions are in the best interests of the Company.
Our policy and the charters of our Nominating and Governance
Committee and our Audit Committee adopted by our Board of
Directors on December 13, 2006 require that any transaction
with a related party that must be reported under applicable
rules of the SEC, other than compensation-related matters, must
be reviewed and approved or ratified by our Nominating and
Governance Committee, unless the related party is, or is
associated with, a member of that committee, in which event the
transaction must be reviewed and approved by our Audit
Committee. These committees have not adopted policies or
procedures for review of, or standards for approval of, these
transactions.
Certain
Relationships and Related Party Transactions
Other than the compensation arrangements that are described
above in Director Compensation, the option grants
and exercises, restricted stock awards, stock purchases and
other arrangements that are described in Compensation
Discussion and Analysis and Executive Compensation
and Related Information, since December 31, 2006, we
have not been a party to any transaction or series of similar
transactions in which the amount involved exceeded or will
exceed $120,000 and in which any director, nominee for director,
executive officer, holder of more than 5% of our common stock or
certain persons or entities affiliated with them had or will
have a material interest.
29
PRINCIPAL
STOCKHOLDERS
The following table sets forth certain information regarding
ownership of our common stock as of April 1, 2008 by:
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Each Named Executive Officer;
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|
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Each of our directors and nominees for director;
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|
|
all of our executive officers and directors as a group; and
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|
|
all persons known to Glu to beneficially own 5% or more of our
common stock.
|
Share ownership in each case includes shares issuable upon
exercise of outstanding options and warrants that are
exercisable within 60 days of April 1, 2008 as
described in the footnotes below. Percentage ownership is
calculated pursuant to SEC
Rule 13d-3(d)(1)
and based on 29,338,260 shares of our common stock
outstanding as of April 1, 2008. Except as otherwise
indicated, the address of each of the persons in this table is
as follows:
c/o Glu
Mobile Inc., 2207 Bridgepointe Parkway, Suite 250,
San Mateo, California 94404.
|
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|
|
|
|
|
|
|
|
|
Number of
|
|
Percentage
|
|
|
Shares
|
|
of
|
|
|
Beneficially
|
|
Total
|
Name of Beneficial Owner
|
|
Owned
|
|
Vote
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
New Enterprise Associates 10, L.P.(1)
|
|
|
4,794,449
|
|
|
|
16.3
|
%
|
Columbia Management Advisors, LLC(2)
|
|
|
2,402,030
|
|
|
|
8.2
|
%
|
BAVP, L.P.(3)
|
|
|
2,400,819
|
|
|
|
8.2
|
%
|
T. Rowe Price Associates(4)
|
|
|
1,729,852
|
|
|
|
5.9
|
%
|
Stephens Investment Management, LLC(5)
|
|
|
1,641,189
|
|
|
|
5.6
|
%
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
L. Gregory Ballard(6)
|
|
|
767,804
|
|
|
|
2.6
|
%
|
Albert A. Rocky Pimentel(7)
|
|
|
347,470
|
|
|
|
1.2
|
%
|
Jill S. Braff(8)
|
|
|
95,035
|
|
|
|
|
*
|
Alessandro Galvagni(9)
|
|
|
102,459
|
|
|
|
|
*
|
Ann Mather(10)
|
|
|
78,666
|
|
|
|
|
*
|
William J. Miller
|
|
|
10,000
|
|
|
|
|
*
|
Richard A. Moran(11)
|
|
|
88,666
|
|
|
|
|
*
|
Hany M. Nada(12)
|
|
|
1,089,177
|
|
|
|
3.7
|
%
|
A. Brooke Seawell(13)
|
|
|
20,000
|
|
|
|
|
*
|
Daniel L. Skaff(14)
|
|
|
790,862
|
|
|
|
2.7
|
%
|
Sharon L. Wienbar(15)
|
|
|
|
|
|
|
|
|
Ellen Siminoff
|
|
|
|
|
|
|
|
|
All 12 directors and executive officers as a group(16)
|
|
|
3,390,139
|
|
|
|
11.6
|
%
|
|
|
|
* |
|
Represents beneficial ownership of less than 1% of the
outstanding shares of our common stock. |
|
(1) |
|
The information provided with respect to these shareholders is
based solely upon a Schedule 13G dated February 13,
2008, filed by such stockholder(s) with the Securities and
Exchange Commission. The Company has not done any independent
investigation with respect to the beneficial ownership of these
stockholder(s). The address for New Enterprise Associates 10,
L.P. is 1119 St. Paul Street, Baltimore, Maryland 21202. |
|
(2) |
|
The information provided with respect to this shareholder is
based solely upon a report provided by 13F dated as of
February 13, 2008, filed by Bank of America Corporation,
the institutional investment manager reporting for Columbia
Management Advisors, LLC, with the Securities and Exchange
Commission. The Company has not done any independent
investigation with respect to the beneficial ownership of this
stockholder. The address for Columbia Management Advisors, Inc.
is 100 Federal Street, Boston, Massachusetts 02110. |
30
|
|
|
(3) |
|
The voting and disposition of our shares held by BAVP, L.P. are
determined by the four managing members of Scale Venture
Management I, LLC (formerly BA Venture Partners VI, LLC),
the ultimate general partner of BAVP, L.P. See footnote
(14) regarding the relationship between this securityholder
and Ms. Wienbar. The address of BAVP, L.P. is 950 Tower
Lane, Suite 700, Foster City, California 94404. |
|
(4) |
|
The information provided with respect to these shareholders is
based solely upon a Schedule 13G dated February 13,
2008, filed by such stockholder(s) with the Securities and
Exchange Commission. The Company has not done any independent
investigation with respect to the beneficial ownership of these
stockholder(s). The address for T. Rowe Price Associates is
100 E. Pratt Street, Baltimore, Maryland 21202. |
|
(5) |
|
The information provided with respect to these shareholders is
based solely upon a Schedule 13G/A dated February 13,
2008, filed by such stockholder(s) with the Securities and
Exchange Commission. The Company has not done any independent
investigation with respect to the beneficial ownership of these
stockholder(s). The address for Stephens Investment Management,
LLC is One Ferry Building, Suite 255, San Francisco,
California 94111. |
|
(6) |
|
Includes 461,106 shares subject to options that are
exercisable within 60 days of April 1, 2008,
26,668 shares held by Mr. Ballards minor
children, 130,030 shares held in the L.Gregory Ballard and
Lucy H Ballard Revocable Trust UAD and 150,000 shares
held in the L. Gregory Ballard & Lucy H Ballard
Trustees for the Ballard Family GRAT. |
|
(7) |
|
Includes 119,096 shares subject to options that are
exercisable within 60 days of April 1, 2008 and
33,306 shares subject to our right of repurchase, which
right lapses as to 4,757 shares each succeeding month over
the next seven months. |
|
(8) |
|
Represents 95,035 shares subject to options that are
exercisable within 60 days of April 1, 2008 |
|
(9) |
|
Includes 71,314 shares subject to options that are
exercisable within 60 days of April 1, 2008. |
|
(10) |
|
Includes 3,666 shares granted pursuant to a restricted
stock award. |
|
(11) |
|
Includes 26,000 shares subject to options that are
exercisable within 60 days of April 1, 2008.and
62,666 shares held by the Moran Family 2003 Revocable Trust. |
|
(12) |
|
Represents 1,067,939 shares held by Granite Global
Ventures II L.P. and 21,238 shares held by GGV II
Entrepreneurs Fund L.P. Mr. Nada is a managing
director of the general partner of the foregoing entities, which
has seven individual managing directors, and shares voting and
investment power with respect to the shares held by these
entities with the other managing directors of the general
partner. Mr. Nada disclaims beneficial ownership of these
shares except to the extent of his individual pecuniary
interests in these entities. Excludes 136,102 shares
issuable upon exercise of warrants held by Granite Global
Ventures II L.P. that were issued in February 2007. |
|
(13) |
|
Excludes 4,847,144 shares held by New Enterprise Associates
10 L.P. and 24,350 shares held by NEA Ventures 2001, L.P.
Mr. Seawell is a venture partner of NEA Development Corp.,
an entity that provides administrative services to the foregoing
entities. Mr. Seawell does not have voting or dispositive
power with respect to any of the shares held by New Enterprise
Associates 10 L.P or NEA Ventures 2001, L.P., and disclaims
beneficial ownership of any securities held by them, except to
the extent of his respective proportionate pecuniary interests
in these entities. |
|
(14) |
|
Includes 27,252 shares held by the Daniel &
Michelle Skaff Trust and 10,263 shares issued pursuant to a
warrant exercise. Mr. Skaff is the managing member of
Sienna Associates III, L.L.C., the general partner of Sienna
Limited Partnership III, L.P. Mr. Skaff, Robert Conrads and
Gilbert Amelio share voting and dispositive power over these
shares and disclaim beneficial ownership of these shares except
to the extent of their respective individual pecuniary interests
in this entity. The address of Sienna Limited Partnership III,
L.P. and Mr. Skaff is 2330 Marinship Way, Suite 130,
Sausalito, California 94965. |
|
(15) |
|
Excludes 2,400,819 shares held by BAVP, L.P. The voting and
disposition of our shares held by BAVP, L.P. are determined by
the four individual managing members of BA Venture Partners VI,
LLC, the ultimate general partner of BAVP, L.P. Sharon Wienbar,
one of our directors, is one of the members of Scale Venture
Management I, LLC (formerly BA Venture Partners VI,
LLC) but does not share voting or dispositive power for
shares of our common stock. |
31
|
|
|
(16) |
|
Includes 33,206 shares subject to our right of repurchase,
which right lapses as to 4,757 shares each succeeding month
over the next seven months, and 772,551 shares subject to
options that are exercisable within 60 days of
April 1, 2008, of which 421,541 shares, if these
options were exercised in full, would be subject to vesting and
right of repurchase in our favor upon the executive
officers cessation of service prior to vesting. Excludes
the shares indicated to be excluded in footnotes (13) and
(15). |
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors is composed of
Ms. Mather and Messrs. Nada and Skaff, each of whom is
an independent director, as independence for audit committee
members is defined in the NASDAQ Stock Markets listing
standards. At the beginning of 2007, the Audit Committee
consisted of Ms. Mather and Messrs. Nada and Seawell;
however, Mr. Skaff was appointed to the Audit Committee as
Mr. Seawells replacement in March 2008. The Board of
Directors has determined that Ms. Mather is an audit
committee financial expert as defined in Item 407(d)
of
Regulation S-K.
As members of the Audit Committee for the 2008 fiscal year, we
assist the Board of Directors in fulfilling its responsibilities
relating to the oversight of the accounting, financial
reporting, internal controls, financial practices and audit
activities of Glu and its subsidiaries. The Board of Directors
has determined that each member of the Audit Committee is an
independent director as defined in the NASDAQ Stock
Markets listing standards. The Audit Committee operates
under a charter.
In fulfilling its oversight role, the Audit Committee has
reviewed and discussed with management and the independent
registered public accounting firm Glus audited financial
statements. The Audit Committee met eleven times during the 2007
fiscal year, including meetings with our independent registered
public accounting firm to review our quarterly and annual
results. It is not the duty of the Audit Committee to plan or
conduct audits or to determine that the financial statements are
complete and accurate and conform to generally accepted
accounting principles. Management is responsible for the
preparation, presentation, and integrity of Glus financial
statements, accounting and financial reporting principles,
internal controls, and procedures designed to ensure compliance
with accounting standards, applicable laws and regulations.
PricewaterhouseCoopers LLP, Glus independent registered
public accounting firm, is responsible for expressing an opinion
on the conformity of Glus audited financial statements to
generally accepted accounting principles.
The Audit Committee discussed with our independent registered
public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with
Audit Committees). Our independent registered public accounting
firm also provided to the Audit Committee the written
disclosures and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the Audit Committee discussed with the
independent registered public accounting firm that firms
independence.
Based upon the Audit Committees review and discussions
referred to above, the Audit Committee recommended to the Board
of Directors that our audited consolidated financial statements
be included in our Annual Report on
Form 10-K
for the year ended December 31, 2007, filed with the
Securities and Exchange Commission on March 31, 2008.
Submitted by the Audit Committee of the Board of Directors,
Ann Mather
Hany M. Nada
Daniel L. Skaff
32
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
PRICEWATERHOUSECOOPERS LLP, FOR THE 2008 FISCAL YEAR
(Item No. 2 on the Proxy Card)
Our Audit Committee has selected, and is submitting for
ratification by the stockholders its selection of, the firm of
PricewaterhouseCoopers LLP (PwC) to serve as our
independent registered public accounting firm for the fiscal
year ending December 31, 2008 and until their successors
are appointed. Although action by stockholders is not required
by law, the Audit Committee has determined that it is desirable
to request approval of this selection by the stockholders.
Notwithstanding the selection, the Audit Committee, in its
discretion, may direct the appointment of a new independent
registered public accounting firm at any time during the year,
if the Audit Committee feels that such a change would be in the
best interests of Glu and its stockholders. In the event of a
negative vote on ratification, the Audit Committee will
reconsider the selection of PwC as our independent registered
public accounting firm.
The following table sets forth the aggregate fees and related
expenses for professional services provided by PwC during 2007
and 2006. The Audit Committee considered the provision of the
services corresponding to these fees, and the Audit Committee
believes that the provision of these services is compatible with
PwC maintaining its independence. The Audit Committee
pre-approval policies and procedures require prior approval of
each engagement of PwC to perform services. We adopted these
pre-approval policies in accordance with the requirements of the
Sarbanes-Oxley Act and the professional services listed below
were approved in accordance with these policies.
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2007
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2006
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Audit fees
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$
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1,241,000
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$
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719,000
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Audit-related fees
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140,000
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529,000
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Tax fees
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157,000
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35,000
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All other
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4,000
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2,000
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TOTAL
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$
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1,542,000
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$
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1,285,000
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For the year ended December 31, 2007, fees for PwC audit
services include fees associated with the integrated annual
audit, reviews of Glus quarterly reports on
Form 10-Q,
accounting consultations and SEC registration statements. All
other fees include fees associated with the annual subscription
to PwC online accounting and auditing research tool.
Representatives of PwC are expected to be at the Annual Meeting.
Representatives of PwC will be given the opportunity to make a
statement if they desire to do so, and they will be available to
respond to appropriate questions.
RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2008 FISCAL YEAR.
33
STOCKHOLDER
PROPOSALS FOR THE 2009 ANNUAL MEETING OF
STOCKHOLDERS
Under our Bylaws, stockholders who wish to present proposals for
action, or to nominate directors, at our next annual meeting of
stockholders (that is, the next annual meeting following the
Annual Meeting to which this Proxy Statement relates) must give
written notice thereof to our Corporate Secretary at the address
set forth on the cover page of this Proxy Statement in
accordance with the provisions of our Bylaws, which require that
such notice be given not less than 75 days nor more than
105 days prior to the first anniversary of the date of the
immediately preceding annual meeting of stockholders. To be
timely for the 2009 Annual Meeting of Stockholders, a
stockholders notice must be received by us between
February 18, 2009 and March 20, 2009. Such proposals
should be delivered or mailed to the attention of our Corporate
Secretary at our principal executive offices, which are Glu
Mobile Inc., 2207 Bridgepointe Parkway, Suite 250,
San Mateo, California 94404.
If the date of the 2009 annual meeting is more than 30 days
before or more than 60 days after the anniversary date of
the 2008 annual meeting, in order for a notice to be timely, it
must be delivered no earlier than 105 days and not later
than 75 days prior to the 2009 annual meeting or the close
of business on the 10th day following the day on which the
Company first publicly announces the date of the 2009 annual
meeting.
These stockholder notices must contain information required by
our Bylaws. We reserve the right to reject, rule out of order,
or take other appropriate action with respect to any proposal
that does not comply with these and other applicable
requirements. If a matter is properly brought before our next
annual meeting under the procedures outlined in this paragraph,
the proxy holders named by our Board of Directors will have the
discretion to vote on such matter without having received
directions from stockholders delivering proxies to them for such
meeting, provided that our proxy statement for our next meeting
briefly describes the matter and how the proxy holders intend to
vote on it.
In order for proposals to be eligible for inclusion in our proxy
statement and proxy card for the next annual meeting pursuant to
Rule 14a-8
under the Exchange Act, stockholder proposals would have to be
received by our Corporate Secretary no later than
January 1, 2009 and satisfy the conditions established by
the Securities and Exchange Commission for stockholder
proposals. In order for such stockholder proposals to be
eligible to be brought before the stockholders at the 2009
annual meeting, the stockholder submitting such proposals must
also comply with the procedures, including the deadlines,
required by our then current Bylaws, as referenced in the
preceding paragraph. Stockholder nominations of directors are
not stockholder proposals within the meaning of
Rule 14a-8
and are not eligible for inclusion in our proxy statement. Any
such nominations should comply with our Bylaws.
TRANSACTION
OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors
knows of no other business that will be conducted at the 2008
Annual Meeting of Stockholders other than as described in this
Proxy Statement. If any other matter or matters are properly
brought before the Annual Meeting, or any adjournment of the
Annual Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in
accordance with their best judgment.
By Order of the Board of Directors,
Kevin S. Chou
Vice President, General Counsel and Secretary
May 1, 2008
34
ANNUAL MEETING OF STOCKHOLDERS OF
GLU MOBILE INC.
June 3, 2008
PROXY VOTING INSTRUCTIONS
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
- OR -
TELEPHONE - Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries and follow the
instructions. Have your proxy card available when you call.
- OR -
INTERNET - Access www.voteproxy.com and follow the on-screen instructions. Have your
proxy card available when you access the web page.
- OR -
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER |
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You may enter your voting instructions at 1-800-PROXIES in the United States or 1-718-921-8500 from
foreign countries or www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or
meeting date.
â Please detach along perforated line and mail in the envelope provided IF you are not voting via
telephone or the
Internet.â
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n
20330000000000000000 9 |
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060308 |
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE x
1. |
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The election of three Class I directors to serve on our Board of Directors, each to serve until
the Companys annual meeting of stockholders to be held in 2011 and until his or her successor is
elected and qualified, or until his or her death, resignation or removal.
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NOMINEES: |
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FOR ALL NOMINEES |
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Richard a. Moran Hany M. Nada |
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WITHHOLD
AUTHORITY FOR ALL NOMINEES |
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Ellen siminoff |
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FOR ALL
EXCEPT (See instructions below) |
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INSTRUCTIONS:
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To withhold authority to vote for any individual nominee(s), mark FOR ALL
EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here: |
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To change the address on your account, please check the box at right and indicate your new address
in the address space above. Please note that changes to the registered name(s) on the account may
not be submitted via this method. |
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FOR |
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ABSTAIN |
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Ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2008. |
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Transaction of such other business as may properly come before the Annual Meeting or before any
adjournments or postponements thereof. |
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Only stockholders of record of our common stock at the close of business on April 21, 2008 are
entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements
thereof. |
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TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, YOU ARE URGED TO SUBMIT YOUR
PROXY OVER THE INTERNET, BY TELEPHONE OR BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD
AND MAILING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON. YOU CAN WITHDRAW YOUR PROXY AT ANY TIME BEFORE IT IS VOTED. |
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Signature of Stockholder |
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Date: |
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Signature of Stockholder |
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Date: |
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |
n |
GLU MOBILE INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints L. Gregory Ballard as a proxy, with full power of substitution, to represent and vote as designated on the reverse side, all of
the shares of Common Stock of Glu Mobile Inc. held of record by the undersigned on April 21, 2008,
at the Annual Meeting of Stockholders to be held at 2207 Bridgepointe Parkway, San Mateo,
California 94404, on June 3, 2008, at 10:00 a.m. Pacific Time, or any adjournment or postponement
thereof.
(Continued and to be signed on the reverse side)