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Section 1: DEF 14A (DEF 14A)

ttgt-def14a_20200609.htm

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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  ☑

Filed by a party other than the Registrant   

 

 

Check the appropriate box:

 

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

TechTarget, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

 

(5)

Total fee paid:

 

 

 

 

 

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

 

(3)

Filing Party:

 

 

 

 

 

 

 

 

 

 

(4)

Date Filed:

 

 

 

 

 

 

 


 

TECHTARGET, INC.

275 GROVE STREET

NEWTON, MA 02466

 

April 22, 2020

Dear Stockholder:

We hope this finds you, your families, and your colleagues safe and healthy. As you know, the global disruption caused by the novel coronavirus disease (“COVID-19”) has been unexpected and sudden and has created significant ripple effects throughout the global economy. We appreciate that this disruption has impacted our employees, customers, vendors, members, stockholders, and other stakeholders, however, we are fortunate that the investments we have made over the years in technology, systems, and policies have allowed us to continue delivering the high level, quality services that our customers have come to appreciate. Moreover, we are confident that our financial strength, resilience, and most importantly, our smart, energetic, and driven workforce, position us to manage through this unprecedented global event and to provide the content and services that are important to our customers during this challenging time.

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of TechTarget, Inc. (the “Annual Meeting”), which will be held at 2:00 p.m., Eastern Time, on Tuesday, June 9, 2020, at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. While we intend to hold our Annual Meeting at our corporate headquarters, we are actively monitoring governmental guidance, protocols, and other restrictions relative to COVID-19 and are sensitive to the public health and travel concerns of our stockholders. In the event it is not possible or advisable to hold our Annual Meeting at our corporate headquarters, we will conduct our Annual Meeting solely online and make an announcement via press release (which we will also file with the U.S. Securities and Exchange Commission (“SEC”)) to that effect as promptly as practicable. Please monitor our website at www.techtarget.com for updated information. If you are planning to attend our Annual Meeting at our corporate headquarters, please check the website at least ten days prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to our Annual Meeting.

As in prior years, we are pleased to be using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Notice contains instructions on how to access those documents and vote online. The Notice also contains instructions on how each stockholder can receive a paper copy of our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and form of proxy. Using this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials.

We hope you will be able to attend, and participate in, the Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented and voted at the Annual Meeting. As a stockholder of record, you may vote your shares by telephone, over the Internet, or by proxy card, and we hope you will vote as soon as possible.

On behalf of the Board of Directors, we thank you for your continued confidence, support, and trust and ongoing interest in TechTarget, Inc.

 

Sincerely,

 

 

 

 

 

 

GREG STRAKOSCH

Executive Chairman

 

MICHAEL COTOIA

Chief Executive Officer


 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2020  

Notice is hereby given that all stockholders are cordially invited to attend the Annual Meeting of Stockholders of TechTarget, Inc., a Delaware corporation (the “Company”), to be held at 2:00 p.m., Eastern Time, on Tuesday, June 9, 2020 (the “Annual Meeting”), at our corporate headquarters located at 275 Grove Street, Newton, Massachusetts 02466. Stockholders will be asked to consider and act upon the following at the Annual Meeting:

 

(1)

To elect three Class I Directors named in this Proxy Statement, each to serve for a three-year term from the date of his or her election and until such Director’s successor is elected or until such Director’s earlier resignation or removal;

 

 

(2)

To ratify the appointment of Stowe & Degon, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2020;

 

 

 

(3)

To approve an advisory (non-binding) proposal on the compensation of our executive officers as described in this Proxy Statement; and

 

 

 

(4)

To consider and act upon any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

 

Only holders of record of outstanding shares of the Company’s common stock at the close of business on April 16, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof.

In accordance with the rules of the U.S. Securities and Exchange Commission, we will send a Notice of Internet Availability of Proxy Materials on or about April 24, 2020, and provide access to our proxy materials over the Internet, beginning on April 24, 2020, to the holders of record and beneficial owners of our capital stock as of the close of business on the Record Date.

Only stockholders, and persons holding proxies from stockholders, may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to attend the Annual Meeting in person. If your shares are held in the name of a broker, trust, bank, or other nominee, you must bring a proxy or letter from that broker, trust, bank, or other nominee that confirms that you are the beneficial owner of those shares.

By Order of the Board of Directors,

  

CHARLES D. RENNICK

Vice President, General Counsel

and Corporate Secretary

Newton, Massachusetts

April 22, 2020

 

 


TABLE OF CONTENTS

 

 

 

Page

Questions and Answers About the Annual Meeting and Voting Procedures

 

2

Proposal No. 1: Election of Class I Directors

 

5

Our Board of Directors

 

5

Information About the Nominees

 

5

Recommendation of the Board of Directors

 

5

Directors Continuing in Office

 

6

Information about Continuing Directors and Committee Membership

 

7

Board Leadership Structure

 

7

Lead Independent Director

 

7

Information about Other Executive Officers

 

7

Information about Corporate Governance

 

8

Corporate Governance Guidelines

 

8

Majority Voting and Resignation Policy

 

8

Prohibitions on Hedging and Pledging

 

9

Board Determination of Independence

 

9

Board Meetings and Attendance

 

9

Director Attendance at Annual Meeting of Stockholders

 

9

Board Committees

 

10

Director Nomination Process

 

11

Communications with Directors

 

12

The Board’s Role in Risk Oversight

 

12

Code of Business Conduct and Ethics

 

13

Director Compensation

 

13

Fiscal 2019 Director Compensation

 

13

Executive Compensation

 

14

Compensation Discussion and Analysis

 

14

Executive Incentive Bonus Plan

 

15

Equity Incentive Compensation and Other Benefits

 

16

Executive Compensation Tables

 

18

Summary Compensation Table

 

18

Grants of Plan-Based Awards for 2019

 

19

Non-Equity Incentive Plans

 

19

Equity Compensation Plans

 

19

Outstanding Equity Awards at Fiscal Year End for 2019

 

20

Option Exercises and Stock Vested For 2019

 

20

Nonqualified Deferred Compensation for 2019

 

21

Employment Agreements and Potential Payments Upon Termination or Change of Control

 

21

Potential Payments Upon Termination or Change of Control

 

22

Pay Ratio Disclosure

 

23

Equity Compensation Plan Information

 

23

Compensation Committee Interlocks and Insider Participation

 

23

Security Ownership of Certain Beneficial Owners and Management

 

24

Delinquent Section 16(a) Reports

 

25

Certain Relationships and Related Party Transactions

 

25

Compensation Committee Report

 

26

Audit Committee Report

 

26

Independent Registered Public Accounting Firm

 

26

Change in Independent Registered Public Accounting Firm

 

26

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

27

Recommendation of the Board of Directors

 

27

Proposal No. 3: Advisory Vote to Approve Executive Compensation

 

28

Recommendation of the Board of Directors

 

28

Stockholder Proposals for 2021 Annual Meeting of Stockholders

 

28

Householding of Annual Meeting Materials

 

28

Other Matters

 

29

General

 

29

 

 

i


 

 

PROXY STATEMENT

 

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of TechTarget, Inc. (the “Company,” “TechTarget,” “we,” or “us”) of proxies to be voted at our 2020 Annual Meeting of Stockholders (the “Annual Meeting”), to be held at 2:00 p.m., Eastern Time, on Tuesday, June 9, 2020, at our headquarters located at 275 Grove Street, Newton, Massachusetts 02466 or at any adjournments or postponements thereof. Stockholders of record of our common stock, $0.001 par value per share, as of the close of business on April 16, 2020 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 27,528,786 shares of our common stock issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on any matter presented at the Annual Meeting. Directions to the Company’s headquarters are available at: www.techtarget.com/contact-us/.

While we intend to hold our Annual Meeting at our corporate headquarters, we are actively monitoring governmental guidance, protocols, and other restrictions relative to COVID-19 and are sensitive to the public health and travel concerns our stockholders. In the event it is not possible or advisable to hold our Annual Meeting at 275 Grove Street, Newton, Massachusetts 02466, we will conduct our Annual Meeting solely online and make an announcement via press release (which we will also file with the SEC) to that effect as promptly as practicable. Please monitor our website at www.techtarget.com for updated information. If you are planning to attend our Annual Meeting at our corporate headquarters, please check the website at least ten days prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to our Annual Meeting.

If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein. If not otherwise specified, the shares of common stock represented by the proxies will be voted: (i) FOR the election of Directors (Proposal No. 1), (ii) FOR the ratification of Stowe & Degon, LLC as our independent registered public accounting firm (Proposal No. 2); (iii) FOR approval of an advisory (non-binding) proposal on the compensation of our executive officers (Proposal No. 3), and (iv) in the discretion of the person, or persons, named in the Company’s form of proxy, on any other proposals that may properly come before the Annual Meeting or any adjournment or postponements thereof. Any stockholder of record who has voted or otherwise submitted a proxy may revoke it at any time before it is voted by written notice addressed to and received by our Corporate Secretary, by submitting a duly executed proxy bearing a later date, by voting again over the telephone or the Internet prior to 1:00 a.m., Eastern Time, on June 9, 2020, or by electing to vote at the Annual Meeting. The mere attendance at the Annual Meeting of the person appointing a proxy does not, however, revoke the appointment.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2020:

A copy of our Annual Report on Form 10-K (including the audited consolidated financial statements and schedules) for the fiscal year ended December 31, 2019 (the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466 Attention: Corporate Secretary, Telephone: (888) 274-4111. This Proxy Statement and the Form 10-K are also available through the Investor Relations portion of our website at www.techtarget.com.

This Proxy Statement and the Form 10-K are available for viewing, printing, and downloading on or about April 24, 2020 at www.edocumentview.com/TTGT.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

1

 


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES

1.

What shares owned by me may be voted?

You may only vote the shares of our common stock owned by you as of the close of business on April 16, 2020, which is the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. These shares include the following: (i) shares of common stock held directly in your name as the stockholder of record; and (ii) shares of common stock held for you, as the beneficial owner, through a broker, trust, bank, or other nominee.

2.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a broker, trust, bank, or other nominee, rather than directly in their own names. As described below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare, Inc., then you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy to the persons specified on the form of proxy or to vote at the Annual Meeting. The persons named in the form of proxy will vote the shares you own in accordance with your instructions on the proxy card you mail in, submit online, or provide by telephone. If you return the proxy card, but do not give any instructions on a particular matter described in this Proxy Statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board. Alternatively, you may vote through the Internet or by telephone by following the instructions on the proxy card.

Beneficial Owners. If your shares are held in a brokerage account, by a bank, trust, or other nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials will be supplied to you by your broker, bank, trust, or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trust, or other nominee how to vote. You are also invited to attend the Annual Meeting, but since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a proxy from your broker, bank, trust, or nominee. Your broker, bank, trust, or other nominee should have supplied a voting instruction card or link to online voting for you to use. If you wish to attend and vote at the Annual Meeting, please mark the box on the voting instruction card received from your broker, bank, trust, or nominee and return it to the broker, bank, trust, or other nominee so that you receive a legal proxy to present at the Annual Meeting.

3.

How may I vote my shares?

You may vote your shares by attending the Annual Meeting, by using the Internet or telephone, or (if you received hard copies of the proxy materials) by completing and returning the form of proxy by mail.

Voting in Person by Attending the Annual Meeting. You may vote shares held directly in your name as the stockholder of record in person at the Annual Meeting. If you choose to vote in person at the Annual Meeting, please bring the proxy card and proof of identification with you. You may vote shares that you beneficially own if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting Without Attending the Annual Meeting. Whether you hold shares directly as the stockholder of record or as the beneficial owner in street name, you may direct your vote without attending the Annual Meeting. You may also do so by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please note that if you received a Notice of Internet Availability of Proxy Materials (“Notice”), then you may not vote your shares by filling out and returning the Notice. You must follow the instructions on the Notice to view materials and vote by using the Internet or telephone, or by requesting hard copy materials and a proxy card. If you choose to vote by proxy, the named proxies will vote your shares according to the directions you provide in the proxy, using the Internet or by telephone. If no directions are provided, except as otherwise indicated in this Proxy Statement, the shares will be voted, as recommended by the Board, FOR approval of Proposal No. 1, Proposal No. 2, and Proposal No. 3. Discretionary authority is provided in the proxy as to any matters not specifically referred to in the proxy. Our Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If other matters are properly brought before the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit the solicitation of additional proxies in the event that one or more proposals have not been approved by a sufficient number of votes at the time of the Annual Meeting, then the persons named in the proxy will vote on such matters in their own discretion. If you are a beneficial owner of common stock, please refer to the voting instruction card included by your broker, bank, trust, or other nominee for applicable voting procedures.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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4.

How may I revoke a proxy or an Internet or telephone vote?

A proxy may be revoked by executing a later-dated proxy card, by voting again over the telephone or on the Internet prior to 1:00 a.m., Eastern Time, on June 9, 2020, by attending the Annual Meeting and voting, or by giving written notice revoking the proxy to our Corporate Secretary before it is exercised. Attendance at the Annual Meeting will not automatically revoke a stockholder’s proxy. All written notices of revocation or other communications with respect to revocation of proxies should be addressed to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Corporate Secretary. If you own your shares in street name, then your bank or brokerage firm should provide you with appropriate instructions for changing your vote.

5.

What is the quorum required for the Annual Meeting?

Holders of record of our common stock on April 16, 2020 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. As of the Record Date, 27,528,786 shares of our common stock were issued and outstanding. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Broker non-votes will not be counted as present to determine whether a quorum has been established.

6.

How are votes counted?

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of Directors, for each share held by such stockholder as of the Record Date. Votes cast in person at the Annual Meeting or by proxy, Internet vote, or telephone vote will be tabulated by Computershare, Inc., the inspector of election appointed for the Annual Meeting, who will determine whether a quorum is present.

7.What are broker non-votes?

If you hold shares through a broker, bank, trust, or other nominee, generally the broker, bank, trust, or other nominee may under limited circumstances vote your shares if you do not return your proxy. Brokerage firms have discretionary authority to vote customers’ unvoted shares on “routine” matters. If you do not return a proxy to your brokerage firm to vote your shares, your brokerage firm may, on routine matters, either vote your shares or leave your shares unvoted. However, your brokerage firm cannot vote your shares on any matter that is not considered routine. If your representative cannot vote your shares on a particular matter because it does not have discretionary voting authority, this is a “broker non-vote” on that matter. Only Proposal No. 2 (ratifying the appointment of the independent public registered accounting firm) is considered a routine matter. The other proposals are not considered routine matters and, without your instruction, your broker, trust, bank, or other nominee cannot vote your shares on those proposals.

8.

What vote is required to approve the election of Directors (Proposal No. 1)?

With respect to the election of Directors (Proposal No. 1), on February 7, 2020 our Board approved amendments to the Company’s (i) Amended and Restated By-laws (the “By-laws”), adopting a majority voting standard for uncontested elections and (ii) Corporate Governance Guidelines, setting forth a related director resignation policy for our Director nominees. Our amended By-laws state that to be elected in an uncontested election where a quorum is present, a director nominee shall be elected if the number of votes cast “for” such Director’s election exceeds the number of votes cast “against” that Director’s election by the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election for directors. If the votes cast “against” a nominee’s election exceed the votes cast “for” the nominee’s election, the nominee will not be elected to the Board. However, under Delaware law, if a nominee that is an incumbent Director is not reelected to the Board, that incumbent Director will “hold over” in office as a Director until he or she is removed or until his or her successor is elected. Under our Corporate Governance Guidelines, in an uncontested election of Directors, each incumbent Director nominee must deliver to the Board a resignation that will become effective if such nominee does not receive the required vote and the Board determines to accept such resignation. Under the Guidelines, the Nominating and Corporate Governance Committee evaluates the resignation and makes a recommendation to the Board on the action to be taken. With respect to Proposal No. 1, you may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each nominee. Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.

9.

What vote is required to ratify the appointment of Stowe & Degon, LLC as our independent registered public accounting firm (Proposal No. 2)?

The appointment of Stowe & Degon, LLC as our independent registered public accounting firm will be ratified if we receive the affirmative vote of a majority of the votes properly cast at the Annual Meeting. With respect to Proposal No. 2, you may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions and broker non-votes will not be counted as votes cast and accordingly, will have no effect on the outcome of this proposal.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

3

 


10.

What vote is required to approve the advisory (non-binding) vote on executive compensation (Proposal No. 3)?

The affirmative vote of a majority of the votes properly cast at the Annual Meeting will be required for approval of the advisory (non-binding) vote on executive compensation. With respect to Proposal No. 3, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will not be counted as votes cast and, accordingly, will have no effect on the outcome of this proposal.

11.

What does it mean if I receive more than one Notice or voting instruction card?

This means your shares are registered differently or are in more than one account. Please provide voting instructions for all of your shares.

12.

Is my vote confidential?

Proxy cards, ballots and voting tabulations that identify individual stockholders are submitted, mailed, or returned to us and handled in a manner intended to protect your voting privacy. Your vote will not be disclosed except: (i) as needed to permit us to tabulate and certify the vote; (ii) as required by law; or (iii) in limited circumstances, such as a proxy contest in opposition to a Director candidate nominated by the Board. All comments written on the proxy card or elsewhere will be forwarded to management, but your identity will be kept confidential unless you ask that your name be disclosed.

13.

Where can I find the voting results of the Annual Meeting?

We will publish the voting results on Form 8-K within four business days after the Annual Meeting. You can read or print a copy of that report by going to the Investor Relations portion of our website at www.techtarget.com or by going directly to the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov. You can also request a copy by calling us at (888) 274-4111 or by calling the SEC at (800) SEC-0330 for the location of a public reference room.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

4

 


PROPOSAL NO. 1:

ELECTION OF CLASS I DIRECTORS

Our Board of Directors

Our Board is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. Our Board is currently authorized to have, and we currently have, seven members. At the Annual Meeting, the Class I Directors will stand for election. None of our Directors are related to any other Director or to any of our executive officers. Information about each nominee, the Company’s Class II and III Directors, and our executive officers, including their respective ages and positions, is included below and is current as of March 31, 2020.

Information About the Nominees

Our Board has nominated Michael Cotoia, Roger M. Marino, and Christina G. Van Houten for election as the Class I Directors each to serve a three-year term, until the 2023 Annual Meeting of Stockholders, or until their respective successors are elected and duly qualified. Each nominee is currently serving as a Director and has indicated that they are willing and able to serve as a Director if elected. If a nominee should become unable or unwilling to serve, the proxies intend to vote for the replacement selected by the Nominating and Corporate Governance Committee of our Board.

 

Name

 

Age

 

 

Position

Michael Cotoia

 

 

48

 

 

Chief Executive Officer and Director

Roger M. Marino(1)(2)

 

 

81

 

 

Director

Christina G. Van Houten(2)

 

 

53

 

 

Director

 

 

(1)

Chair of the Compensation Committee.

 

(2)

Member of the Nominating and Corporate Governance Committee.

Michael Cotoia. Mr. Cotoia has served as our Chief Executive Officer and a Director since May 2016. He has been employed by us since 2002, serving as our Chief Operating Officer from January 2012 to May 2016 and, prior to that, as Executive Vice President from 2010 to 2012 and in various other positions including Senior Vice President, and Vice President and Publisher from 2002 to 2010. Prior to joining TechTarget, he was Director of Sales at SANZ, a national storage integrator, and he also held positions at EMC Corporation, a provider of enterprise information storage systems, and Deloitte, a provider of audit, consulting, financial, risk management, tax, and related services. He holds a B.S. from Babson College and is a CPA. Mr. Cotoia’s history with the Company and experience in the IT advertising business provides the Board with specific knowledge of the Company’s operations and a greater understanding of the Company’s strategic opportunities. In the past five years, he has not served on the board of any other publicly traded company.

Roger M. Marino. Mr. Marino has served as a Director since 2000. He is an active private investor in numerous technology start-up companies. Since 2001, Mr. Marino founded and has been associated with RMM Group LLC (“RMM Group”), a film production company, and RMM-P, an investment company. Prior to founding RMM Group, he founded EMC Corporation and retired as its President in 1992. He holds a B.S. from Northeastern University and is a member (Emeritus) of Northeastern University’s Board of Trustees. He also serves on two private company boards. His extraordinary experience as an entrepreneur who co-founded and then served in various executive positions in a market-leading technology company provides the Board with both executive and sales experience from the perspective of the market in which all of our customers operate.

 

Christina G. Van Houten. Ms. Van Houten has served as a Director since August 2019. She is currently the Chief Strategy Officer at Mimecast Limited, a global provider of cloud cyber resilience solutions for corporate data and email, a role she has held since April 2018. Prior to joining Mimecast, from 2014 to 2018, Ms. Van Houten was Senior Vice President, Marketing Strategy & Product Management, at Infor Global Solutions, an enterprise software company that provides comprehensive business solutions. She served as Vice President, Industry Solution and Strategy, at Infor, from 2011 to 2014. She was Vice President of Strategy and Solutions at IBM Netezza from 2010 to 2011. Prior to that, from 2005 to 2010, she served in senior roles at Oracle Corporation. Ms. Van Houten holds a MBA from the Booth School of Business at the University of Chicago, and a B.A. degree from Georgetown University. Ms. Van Houten’s experience in marketing strategy and career with some of the world’s largest firms, provides the Board with invaluable business insight and expertise in overall sales and marketing strategies.

 

 

 

 

RECOMMENDATION OF THE
BOARD OF DIRECTORS:

The Board of Directors recommends that Stockholders vote FOR Proposal No. 1, the Election of the Nominees to serve as Class I Directors.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

5

 


Directors Continuing in Office

Class II Directors (Term Expires at the 2021 Annual Meeting of Stockholders)

Robert D. Burke. Mr. Burke has served as a Director since November 2012. Mr. Burke has over 36 years of experience in the technology industry with both private and public companies. Mr. Burke is currently the President of Metacura, Inc., a consulting company, a position he has held since 2011. Prior thereto, Mr. Burke was most recently the President and CEO of Art Technology Group, Inc. (“ATG”), a leading e-commerce software provider, from 2002 to 2011. Before ATG, Mr. Burke was CEO of Quidnunc from 2000 to 2002 and President of ePresence Solutions from 1997 to 2000. Mr. Burke started his career as an Operating Systems Specialist at Digital Equipment Corporation and held a wide variety of roles in hardware and software infrastructure, software applications, consulting, and systems integration. Since August 2017, Mr. Burke has served as a board member for EtQ, a private provider of quality management software solutions based in Burlington, Massachusetts. Additionally, Mr. Burke has served as a board member of Act-On Software, Inc., a private marketing automation SaaS provider based in Portland, Oregon since April 2018, a board member of RELEX Oy, a private retail optimization software company based in Helsinki, Finland since February 2019, and a board member of Rave Mobile Safety, a private safety software company based in Framingham, Massachusetts since March 2019. Mr. Burke was previously a board member for Sitecore Corporation A/S, a private leading web content management and marketing solution provider from 2011 to 2016 and for Exa Corporation, a public company that develops, sells, and supports simulation software and services for vehicle manufacturers from 2014 to 2017. Mr. Burke has a B.S. in Physics from Eastern Michigan University. The Company believes that Mr. Burke’s extensive experience as a CEO and President of technology driven companies that are similar to the Company’s target customers brings valuable strategic and industry-specific insight to the Board and can assist the Company as it implements its sales and marketing strategies.

Bruce Levenson. Mr. Levenson has served as a Director since February 2015 and, previously, from 2007 to 2012. Mr. Levenson is the co-founder of United Communications Group (“UCG”), where he has worked since 1977. He also founded Oil Price Information Service, a private company that provides wholesale/rack and retail fuel prices for the refined products, renewable fuels, and natural gas and gas liquids industries and, with other partners, acquired GasBuddy, LLC, which owns a group of local websites that offer a method for users to post and view retail gasoline prices, in 2013. He is currently a partner at UCG and GasBuddy, LLC, where he is involved in company strategy and acquisition efforts. Mr. Levenson is a founding partner of Hyperwave Technologies, LLC, a company that is focused on developing and licensing innovative cooking technologies, and a former partner of LPF Atlanta LLC, which was the former majority owner of the Atlanta Hawks National Basketball Association franchise, and owns the operating rights to the Philips Arena in Atlanta, Georgia. Mr. Levenson is also a former member of the Board of Governors of the National Hockey League. Mr. Levenson holds a B.A. from Washington University and a J.D. from American University. The Company believes that Mr. Levenson’s career of over forty years as a principal in a highly successful specialty publisher, UCG, provides the Board with valuable management and strategic experience in a core market the Company serves.

Class III Directors (Term Expires at the 2022 Annual Meeting of Stockholders)

Leonard P. Forman. Mr. Forman has served as a Director since December 2006. Mr. Forman served as the Chief Financial Officer and Executive Vice President of The New York Times Company from 2002 to 2006 when he retired. Mr. Forman had been President and CEO of The New York Times Company Magazine Group prior to its sale in April 2001. Previously, he served The New York Times Company as Senior Vice President of Corporate Development, New Ventures and Electronic Businesses. Mr. Forman also served on the board of directors of Wolters Kluwer, N.V., a global information services company, from 2005 to 2017. Mr. Forman holds a B.A. from Queens College, City University of New York and completed his Ph.D. in Economics at New York University. The Company believes that Mr. Forman’s financial, strategic, and operational experience and acumen in online services, print media, and advertising businesses bring valuable strategic and industry-specific insight to the Board and adds to its understanding of the risks and opportunities associated with our online media business.

Greg Strakosch. Mr. Strakosch has served as our Executive Chairman since May 2016. Prior thereto, he served as our CEO since our incorporation in September 1999 and as our Chairman since 2007. Prior to co-founding TechTarget, Mr. Strakosch was the President of the Technology Division of UCG, a business information publisher. Mr. Strakosch joined UCG in 1992 when it acquired Reliability Ratings, an information technology publishing company that he founded in 1989. Before Reliability Ratings, Mr. Strakosch spent six years at EMC Corporation. Mr. Strakosch holds a B.A. from Boston College. As one of the Company’s two co-founders and our Executive Chairman, Mr. Strakosch is uniquely positioned to provide essential insight and guidance to the Board from an inside perspective and provide the Board with the benefit of his many years of experience and comprehensive knowledge of the information technology advertising business.

 

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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Information about Continuing Directors and Committee Membership

 

Name

 

Age

 

 

Audit

 

 

 

 

Compensation

 

 

Nominating and Corporate Governance

 

Robert D. Burke

 

 

65

 

 

Member

 

 

 

 

Member

 

 

 

 

Leonard P. Forman(1)

 

 

74

 

 

Chair

 

 

 

 

Member

 

 

Member

 

Bruce Levenson(2)

 

 

70

 

 

Member

 

 

 

 

Member

 

 

Chair

 

Greg Strakosch(3)

 

 

57

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Audit Committee Financial Expert.

 

(2)

Lead Independent Director.

 

(3)

Executive Chairman.

 

Board Leadership Structure

Mr. Cotoia became our CEO and Mr. Strakosch became our Executive Chairman in May 2016. The Board continues to believe that this leadership structure, which separates the Executive Chairman and CEO roles, remains appropriate as the Company continues to transition from primarily providing quarterly marketing campaigns towards an increased focus on providing our customers with purchase-intent data under longer-term contracts. As Executive Chairman, Mr. Strakosch not only remains involved in long-term strategy, investor relations, and other key business areas critical to our continued growth and success, but he also continues to assist and advise Mr. Cotoia. As CEO, Mr. Cotoia is responsible for the general management and operation of the business and guiding and overseeing the Company’s senior executives. Mr. Cotoia’s in-depth knowledge of the Company’s business, industry, and operations also provides him with a strong understanding of the vision and strategic direction of our Company. The Board believes that the structure of a separate Executive Chairman and CEO, together with a Lead Independent Director having the duties described below, is in the best interest of the Company’s stockholders and harmonizes the various responsibilities, experiences, and independent perspectives important to furthering the Company’s strategic vision for growth, while also addressing the governance needs and oversight responsibilities of our Board. To strengthen independent oversight, the Board has adopted a number of governance practices, including (i) a clearly defined Lead Independent Director role (as detailed below) and (ii) executive sessions of the independent Directors. However, the Board recognizes that no single leadership model is right for all companies at all times and that depending on the circumstances, other leadership models, such as an independent Chairman of the Board, might be appropriate. Accordingly, the Board periodically reviews its leadership structure.

Lead Independent Director

Bruce Levenson, an independent Director who serves as a Member of the Audit and Compensation Committees and as the Chair of the Nominating and Corporate Governance Committee, was selected by the Board again this year to serve as the Lead Independent Director. Mr. Levenson has been selected for this position each year since 2016. The Lead Independent Director has the responsibility of presiding at all executive sessions of the Board, consulting with both the Executive Chairman and the CEO on Board and committee meeting agendas, acting as the principal liaison between management and the non-employee Directors, including maintaining frequent contact with both the Executive Chairman and the CEO and advising them on the efficacy of the Board meetings, and facilitating teamwork and communication between the non-employee Directors and management, as well as additional ancillary responsibilities.

Information about Other Executive Officers

Included in the table below is the name, age, and position of each executive officer of the Company, other than Messrs. Strakosch and Cotoia, as of March 31, 2020. No executive officer is related to another executive officer or Director.

 

Name

 

Age

 

 

Principal Occupation/Position Held with the Company

Don Hawk

 

 

48

 

 

Executive Director, Product Innovation

Daniel T. Noreck

 

 

48

 

 

Chief Financial Officer and Treasurer

Don Hawk. Mr. Hawk has served as TechTarget’s Executive Director of Product Innovation since January 2012. Prior to that, Mr. Hawk served as our President from our incorporation in September 1999 to 2012. Prior to co-founding TechTarget, Mr. Hawk was a Director of New Media Products for the Technology Division of UCG from 1997 to 1999. Prior to joining UCG, Mr. Hawk was the Director of Electronic Business Development for Telecommunications Reports International, Inc., a telecommunications publishing company. Mr. Hawk holds a B.A. and an M.A. from George Washington University.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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Daniel T. Noreck. Mr. Noreck has served as TechTarget’s Chief Financial Officer and Treasurer since December 2016 and, prior to that, as Chief Financial Officer and Treasurer of Providence and Worcester Railroad Company, a publicly-traded regional short line railroad with operations in Connecticut, Massachusetts, New York, and Rhode Island, from September 2010 to December 2016. Prior to that, Mr. Noreck was a Senior Audit Manager at Lefkowitz, Garfinkel, Champi & DeRienzo P.C. in Providence, Rhode Island from July 2003 to September 2010. Mr. Noreck holds a B.S. from the University of Massachusetts, Dartmouth and is a CPA and a chartered global management accountant.

INFORMATION ABOUT CORPORATE GOVERNANCE

Our Board believes that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders. This section describes the key corporate governance guidelines and practices that we have adopted. The charters governing the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, the Code of Business Conduct and Ethics, and our Corporate Governance Guidelines are posted on the corporate governance section of our investor relations website located at https://investor.techtarget.com. Additionally, a copy of any of these governance documents can be obtained without charge by writing to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466 Attention: Corporate Secretary.

 

Corporate Governance Guidelines

 

Our Board has adopted Corporate Governance Guidelines (“Guidelines”) to assist in the exercise of its duties and responsibilities and to serve our best interests and those of our stockholders. The Guidelines, which establish a framework for the conduct of the business of the Board, provide, among other things:

 

 

that our business and affairs are managed by, or under the direction of, our Board, acting on behalf of the stockholders. Our Board has delegated to our officers the authority and responsibility for managing the Company’s day-to-day affairs. Our Board has an oversight role and is not expected to perform or duplicate the tasks of our CEO or senior management;

 

that the Board, through the Nominating and Corporate Governance Committee, shall consider the criteria for prospective Board members as it deems necessary or advisable and identify prospective nominees;

 

that a majority of our Directors shall meet the independence standards of Nasdaq;

 

the expectations for attendance and participation at Board meetings;

 

the structure of the Board;

 

a process by which stockholders may communicate with the Board; and

 

that the independent members of our Board regularly meet in executive session.

These and other matters are described in more detail below and in the Guidelines themselves.

Majority Voting and Resignation Policy

On February 7, 2020, our Board approved an amendment to our Bylaws replacing the former plurality voting standard for uncontested Director elections with a majority voting standard. The Bylaw’s majority voting standard provision provides that a Director nominee in an uncontested election is not elected unless the number of votes cast “for” such Director’s election exceeds the number of votes cast “against” that Director’s election (the “Required Vote”) by the shares present or represented by proxy at our Annual Meeting and entitled to vote on the election of Directors. The Bylaws retain a plurality voting standard in the event of a contested Director election. Additionally, in connection with the amendment to the Bylaws, the Board also approved an amendment to its Corporate Governance Guidelines to provide that as a condition to being nominated by the Board for re-election, each incumbent Director must deliver to the Board an irrevocable resignation that becomes effective if (1) such nominee does not receive the Required Vote and (2) the Board determines to accept such resignation in accordance with the Guidelines.

Pursuant to the Guidelines, as amended, if an incumbent Director does not receive the Required Vote in an uncontested election, they shall continue to serve as a Director while the Nominating and Corporate Governance Committee decides whether to recommend that the Board accept or reject such Director’s resignation. The Nominating and Corporate Governance Committee will consider a number of factors in determining its recommendation, including, as it deems appropriate, any stated reasons why stockholders voted against the Director, how the shares were voted, the Director’s qualifications and past and expected future contributions to the Company and the overall composition of the Board.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote for such meeting. Thereafter, the Board will promptly publicly disclose its decision regarding the resignation, including its rationale for accepting or rejecting the resignation. If the Board accepts a Director’s resignation, or if a nominee for Director is not elected and the nominee is not an incumbent Director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to the Bylaws. If a Director’s resignation is not accepted by the Board, such Director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Prohibitions on Hedging and Pledging

The Company’s Insider Trading and Communication Policy restricts hedging and pledging of TechTarget stock. This policy prohibits TechTarget directors, officers, and employees from engaging in any of the following types of transactions with respect to TechTarget stock: short sales; purchases or sales of puts, calls or other derivative securities; and purchases of financial instruments or other transactions that hedge or offset any decrease in the market value of TechTarget stock (including swaps, forwards, options and futures). This policy also prohibits TechTarget directors, officers, and employees from pledging TechTarget stock except in certain limited circumstances.

Board Determination of Independence

Applicable Nasdaq rules require a majority of a listed company’s board of directors to be comprised of independent directors. Under applicable Nasdaq standards, a director will only qualify as an “independent director” if they can satisfy certain bright line tests set forth in such standards. In addition, the Board must determine that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that none of Messrs. Burke, Forman, Levenson or Marino, or Ms. Van Houten, has a relationship that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a Director and, further that each of these Directors is “independent” as the term is defined by Nasdaq standards.

In the course of determining the independence of each non-employee director, our Board, among other things, considers the annual amount of TechTarget sales to, or purchases from, any company where a non-employee director or a director’s family member serves as an executive officer. The Board considers all the relevant facts and circumstances surrounding such sales or purchases. With respect to Ms. Van Houten, the Board considered that Ms. Van Houten is the Chief Strategy Officer of Mimecast Limited (“Mimecast”). Mimecast purchases marketing services from TechTarget in the ordinary course of business, subject to our terms and conditions. Our Board has determined that Ms. Van Houten has no material direct or indirect interest in the transactions between Mimecast and TechTarget and that her relationship with Mimecast would not impede the exercise of her independent judgment.

Messrs. Strakosch and Cotoia are not deemed to be independent directors under these rules because they are our Executive Chairman and CEO, respectively. Other than the payments by the Company reported in the “Director Compensation” section of this Proxy Statement, none of our Directors have received, or will receive, any compensation, nor have they entered into any “golden leash” arrangements in connection with their service on our Board.

Board Meetings and Attendance

Each Director is expected to attend regularly scheduled Board meetings and to participate in special or other Board meetings. During 2019, our Board held seven meetings and each Director attended, during the period such Director served on our Board, at least 75% of (i) the total number of meetings of the Board held and (ii) the total number of meetings held by all committees on which he or she served.

 Director Attendance at Annual Meeting of Stockholders

Our Guidelines provide that Directors are encouraged to attend our Annual Meeting. In 2019, all of our Directors, with the exception of Mr. Levenson, Mr. Marino, and Ms. Van Houten, the latter of which became a Director on August 2, 2019, participated in the Annual Meeting either in person or by telephone.

 

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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Board Committees

Our Board has established Audit, Compensation, and Nominating and Corporate Governance committees. Each committee operates under a separate charter adopted by our Board. The committee charters are posted on the corporate governance section of our investor relations website located at https://investor.techtarget.com. Our Board has determined that all of the members of each of the Board’s three standing committees are independent as defined under Nasdaq listing standards as well as, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board has determined that all members of the Compensation Committee meet the additional independence requirements set forth in Rule 10C-1 of the Exchange Act and Section 162(m) of the Internal Revenue Code.

Audit Committee. During 2019, our Audit Committee was comprised of Leonard P. Forman, the Chair of the Committee, Bruce Levenson, and Robert D. Burke. Our Board has determined that Mr. Forman, who is an independent Director, is an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee’s responsibilities, as set forth in its Charter, include:

 

appointing, retaining, terminating, and approving the compensation of, and assessing the independence of, our independent registered public accounting firm;

 

assessing and evaluating the work of our independent registered public accounting firm;

 

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

 

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

 

meeting independently with our independent registered public accounting firm;

 

establishing policies and procedures for the receipt and retention of accounting related complaints and concerns;

 

coordinating the oversight, and reviewing the adequacy, of our internal controls over financial reporting;

 

reviewing our quarterly earnings releases and financial disclosures;

 

making regular reports to the Board;

 

preparing the Audit Committee report required by SEC rules to be included in our Proxy Statement;

 

reviewing and assessing the adequacy of the Audit Committee Charter; and

 

evaluating its own performance and reporting the results of such evaluation to the Board.

The Audit Committee met seven times in 2019.

 Compensation Committee. During 2019, our Compensation Committee was comprised of Roger M. Marino, the Chair of the Committee, Leonard P. Forman, Bruce Levenson, and Robert D. Burke. The Compensation Committee’s responsibilities include:

 

annually reviewing and approving corporate goals and objectives relevant to the compensation of our CEO;

 

evaluating the performance of our CEO in light of such corporate goals and objectives and determining the compensation of our CEO;

 

reviewing and approving the compensation of our other executive officers and those members of management that report directly to our CEO;

 

reviewing and discussing with management our executive compensation disclosures included in reports and registration statements filed with the SEC and producing required reports;

 

establishing and reviewing our overall management compensation philosophy and policy;

 

overseeing our compensation, welfare, benefit, pension, and other similar plans;

 

overseeing the evaluation of management;

 

developing, and reporting on, a CEO succession plan for consideration by the Board;

 

reviewing and making recommendations to the Board with respect to Director compensation, with guidance from our Nominating and Corporate Governance Committee;

 

making regular reports to our Board;

 

reviewing and assessing the adequacy of the Compensation Committee Charter;

 

preparing the Compensation Committee report required by SEC rules to be included in our Proxy Statement; and

 

evaluating its own performance and reporting the results of such evaluation to our Board.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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The Compensation Committee met four times in 2019. In accordance with its charter and subject to applicable law, the Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members, when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities. The Compensation Committee has not delegated any of its authority. The processes and procedures followed by our Compensation Committee in considering and determining executive and Director compensation are described below under the headings “Executive Compensation” and “Director Compensation.”

Nominating and Corporate Governance Committee. During 2019, our Nominating and Corporate Governance Committee was comprised of Bruce Levenson, the Chair of the Committee, Leonard P. Forman, Roger M. Marino, and, beginning on August 2, 2019, Christina G. Van Houten. The Nominating and Corporate Governance Committee’s responsibilities include:

 

developing and recommending to the Board criteria for Board and committee membership and providing guidance to the Compensation Committee regarding Director compensation;

 

identifying individuals qualified to become Board members;

 

establishing procedures for identifying and evaluating Director candidates including nominees recommended by stockholders;

 

reviewing disclosures concerning our policies and procedures for identifying and reviewing Board nominee candidates;

 

recommending to the Board the persons to be nominated for election as Directors and to each committee;

 

conducting an appropriate review and approval of all related party transactions for potential conflict of interest situations on an ongoing basis;

 

developing and recommending to the Board a Code of Business Conduct and Ethics and Corporate Governance Guidelines;

 

overseeing the evaluation of the Board and making regular reports to the Board;

 

reviewing and assessing the adequacy of the Nominating and Corporate Governance Committee charter; and

 

evaluating its own performance and reporting the results of such evaluation to the Board.

The Nominating and Corporate Governance Committee met three times in 2019. The processes and procedures followed by our Nominating and Corporate Governance Committee in identifying and evaluating Director candidates are described below under the heading “Director Nomination Process.”

Director Nomination Process

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate Director candidates includes meeting, from time to time, to evaluate biographical information and background material relating to potential candidates, interviewing selected candidates, and recommending prospective candidates for the Board’s consideration and review. Generally, the Committee identifies candidates through the personal, business and organizational contacts of the Directors and management.

In evaluating prospective Director candidates, the Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective Director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of our Board. Certain criteria are set forth in our Guidelines and include the candidate’s integrity, business acumen, knowledge of the Company’s business and industry, and experience. The Committee does not assign specific weights to particular criteria, although it does consider the following minimum qualifications:

 

Directors must be of the highest ethical character and share the values of the Company as reflected in the Company’s Code of Business Conduct and Ethics;

 

Directors must have reputations, both personal and professional, consistent with the image and reputation of the Company;

 

Directors must have the ability to exercise sound business judgment; and

 

Directors must have substantial business or professional experience and be able to offer meaningful advice and guidance to the Company’s management based on that experience.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

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The Board may also consider other qualities such as an understanding of, or experience in, online media, finance, and/or marketing as well as leadership experience within public companies. Our Board believes that the backgrounds and qualifications of its Directors, considered as a group, provide a composite mix of experience, knowledge, and abilities that allows our Board to fulfill its responsibilities. In addition to the foregoing factors, the Committee may also consider diversity in its evaluation of candidates for Board membership. The Board believes that diversity with respect to viewpoint, skills, and experience should be an important factor in Board composition. The Committee ensures that diversity considerations are discussed in connection with each potential nominee, as well as on a periodic basis, in connection with the composition of the Board as a whole. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential Director candidates by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attn: Corporate Secretary. Assuming that appropriate biographical and background material has been provided in a timely manner, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the Company’s proxy statement for the next annual meeting assuming the nominee consents to such inclusion.

Communications with Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if, and as, appropriate. The Executive Chairman is primarily responsible for monitoring and responding to communications from stockholders and other interested parties and for providing copies to our other Directors or to the individual Director so designated on a periodic basis, as he considers appropriate. Unless any communication is marked confidential and is addressed to a particular Board member, the Executive Chairman, prior to forwarding any correspondence, will review such correspondence and, in his discretion, will not forward items if they are deemed to be of a commercial, irrelevant, or frivolous nature or otherwise inappropriate for consideration by our Board. Interested parties may send written communications to our Board at the following address: TechTarget, Inc., 275 Grove Street, Newton, Massachusetts 02466, Attention: Executive Chairman of the Board, or to the attention of an individual Director.

The Board’s Role in Risk Oversight

The Board is primarily responsible for oversight of the Company’s risk management. As such, it regularly reviews issues that present particular risks to the Company, including those involving competition, customer demands, economic conditions, planning, strategy, finance, sales and marketing, products, information technology and cybersecurity, facilities and operations, and legal and regulatory compliance issues. Additionally, the Board relies on the Audit Committee to oversee issues related to financial risks and exposures, particularly financial reporting, tax, accounting, financial disclosures, internal control over financial reporting, financial policies, investment guidelines, and credit and liquidity matters. The Board believes that this approach provides appropriate checks and balances against undue risk taking. We believe that our leadership structure supports the risk oversight function of the Board. Having two members of management, specifically our Executive Chairman and our CEO, serving on the Board, facilitates open communication between the Company’s management team and Directors relating to risk and helps ensure that these risks are appropriately assessed, managed, and mitigated.

Compensation Risks. The Board relies on the Compensation Committee to evaluate the Company’s compensation programs to ensure that they do not create undue risk-taking in attempting to achieve Company goals. To assist the Compensation Committee in its evaluation in 2019, management conducted a risk analysis of the structure of the Company’s compensation policies and practices, including the design and metrics of its performance-based compensation programs, and reported the results to the Compensation Committee. Management analyzed each plan generally as well as each performance goal under each plan, in conjunction with the business process or processes involved in attaining the performance goal. Management considered any mitigating factors, including internal controls designed to prevent fraud or manipulation of business processes and operations, in its evaluation. For example, there is an inherent risk of manipulation in the recognition of revenue and the pricing and processing of orders in the Company’s business. In order to mitigate these risks, the Company has established numerous processes and controls regarding pricing, revenue recognition, accounts receivable, order processing, and expenses, including independent reviews of the various components of revenue and expense, and a multidisciplinary contracts management process that has multiple approval and signatory levels, and seeks to prevent any deviation from or circumvention of the processes.

 

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In addition to the numerous internal controls which require multidisciplinary review, the Company’s independent registered public accounting firm also reviews the interim financial statements included in our quarterly reports on Form 10-Q and audits the Company’s annual financial statements. Management presented its analysis to the Compensation Committee in April 2020. Based on the analysis, the Committee concluded that the Company’s performance-based compensation plans did not create risks that would be reasonably likely to have a material adverse effect on the Company.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code”) that applies to our Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We have posted the Code on our website, which is located at www.techtarget.com. In addition, we will disclose on our website any amendments to, or waivers granted to any Director or executive officer from, any provision of the Code.

DIRECTOR COMPENSATION

Directors who are also employees receive no compensation for their service as a Director. All non-employee Directors received the following compensation in 2019: (i) a base annual retainer of $20,000; (ii) a fee of $1,500 for attendance at each Board meeting; (iii) a fee of $1,000 for attendance at each Committee meeting; and (iv) an annual grant of options to purchase, at the fair market value on the date of grant, 5,000 shares of our common stock, which options are exercisable on the first anniversary of the date of grant. New non-employee Directors receive an initial grant of 2,500 options upon the commencement of service with the Company.

Each non-employee Director also receives, on an annual basis, the following retainer amounts for committee service: each member of the Audit Committee: $5,000; each member of the Compensation Committee: $2,500; and each member of the Nominating and Corporate Governance Committee: $2,500. In addition to the retainers for committee service, each committee chairperson also receives the following annual retainers: Chair of the Audit Committee: $10,000; Chair of the Compensation Committee: $5,000; and Chair of the Nominating and Corporate Governance Committee: $5,000. Directors are also reimbursed for actual out-of-pocket expenses incurred in attending any meetings.

In accordance with the terms of our non-employee Director compensation program described above, which is reviewed and approved annually by the Compensation Committee, Directors receive Restricted Stock Units (“RSUs”) in lieu of cash payments for their retainers and meeting attendance fees under our 2017 Stock Option and Incentive Plan. These RSUs are valued at the fair market value on the date of grant and are fully vested upon grant.

In the event that we add additional non-employee Directors to our Board, we may grant additional amounts of equity compensation based on the available benchmarking data for directors of comparable companies as well as other relevant factors, such as that person’s experience in our industry, unique skills and knowledge, and the extent to which we expect that person will serve on and/or chair any committees.

Fiscal 2019 Director Compensation

The following table details the compensation for 2019 of our non-employee Directors:

 

Name

 

Stock

Awards(1)($)

 

 

Option

Awards(2)($)

 

 

Total($)

 

Robert D. Burke

 

 

49,023

 

 

 

99,900

 

 

 

148,923

 

Leonard P. Forman

 

 

62,033

 

 

 

99,900

 

 

 

161,933

 

Bruce Levenson

 

 

54,043

 

 

 

99,900

 

 

 

153,943

 

Roger M. Marino

 

 

47,533

 

 

 

99,900

 

 

 

147,433

 

Christina G. Van Houten(3)

 

 

416,625

 

 

 

57,675

 

 

 

474,300

 

 

 

(1)

The “Stock Awards” column reflects the aggregate grant date fair value of the RSUs granted to each Director during 2019, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For the assumptions used to calculate the fair value of the equity awards granted, see Note 11 to our 2019 audited consolidated financial statements in our Form 10-K.

 

(2)

The “Option Awards” column reflects the aggregate grant date fair value of the Option Awards granted to each Director during 2019, computed in accordance with ASC 718. We use the Black-Scholes option pricing model to determine the fair value of option awards. For the assumptions used to calculate the fair value of the Option Awards granted, see Note 11 to our 2019 audited consolidated financial statements in our Form 10-K.

 

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(3)

In connection with Ms. Van Houten’s election to the Board, she received (i) an option to purchase 2,500 shares of the Company’s common stock subject to a one-year vesting period as provided in our 2017 Stock Option and Incentive Plan, (ii) a restricted stock unit grant reflective of the annual retainers established by the Compensation Committee and the Board for service on the Board and the Nominating and Corporate Governance Committee, pro-rated for actual service during 2019 and (iii) on the recommendation of the Nominating and Corporate Governance Committee, a grant of 16,500 restricted stock units with respect to the Company’s common stock, subject to annual vesting of 1/3 of the units in each of the three years following the date of grant.

 

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation programs for our principal executive officer, our principal financial officer, and our other two executive officers for 2019 (collectively, the “named executive officers”) who were:

 

 

Greg Strakosch, Executive Chairman

 

Michael Cotoia, Chief Executive Officer

 

Daniel T. Noreck, Chief Financial Officer and Treasurer

 

Don Hawk, Executive Director

Overview and Compensation Philosophy. The primary objectives of our Compensation Committee and our Board with respect to executive compensation are to attract, retain, and motivate executives who make important contributions to the achievement of our business goals, and to align the incentives of our executives with the creation of long-term value for our stockholders. The Compensation Committee implements and maintains compensation plans in order to enhance the likelihood that we achieve these objectives. Our executive compensation program is designed to attract and retain those individuals with the skills necessary for us to achieve our long-term business goals, to motivate and reward individuals who perform at or above the levels that we expect, and to link a portion of each executive officer’s compensation to the achievement of our business objectives. It is also designed to reinforce a sense of ownership, urgency, and overall entrepreneurial spirit. Further, our executive compensation program is designed in a manner that we believe aligns the interests of our executive officers with those of our stockholders by providing a portion of our executive officers’ compensation through equity-based awards.

Compensation Committee. Our current executive compensation policies and objectives were developed and implemented by our Compensation Committee which, throughout 2019, consisted of four independent Directors. The Compensation Committee reviews and approves compensation for our executive officers with input from both our Executive Chairman and CEO. Mr. Strakosch and Mr. Cotoia make recommendations to the Committee, from time to time, regarding the compensation of the Company’s executive officers based in part upon the periodic benchmarking exercise described in the “Equity Incentive Compensation and Other Benefits — Benchmarking of Compensation and Equity” section below. Neither Mr. Strakosch nor Mr. Cotoia plays any role in determining his own salary, bonus, or equity compensation. Our Compensation Committee annually reviews our executive compensation program to assess whether the program provides adequate incentives and motivation to our executive officers and whether it adequately compensates our executive officers. In addition to addressing cash compensation for our executive officers, which includes base salary and annual bonus plan and targets, our Compensation Committee reviews and approves equity grants to executive officers and employees who are not executive officers.

 

Elements of Executive Compensation. Our executive compensation consists of the following elements: (i) base salary; (ii) annual bonus; (iii) equity incentive compensation; and (iv) employee benefit plans. We view these elements of compensation as related but distinct. Although our Compensation Committee reviews total compensation, we generally do not believe that significant compensation derived from one element of compensation should necessarily negate or reduce compensation from other elements. We assess the appropriate level for each compensation component based on our view of internal fairness and consistency and other considerations we deem relevant, such as the executives’ equity ownership position. We may also, from time to time, review executive compensation levels at other companies with which we compete. For 2019, our overall mix of executive compensation continued to include a balance of cash and non-cash compensation, taking into consideration existing long-term equity awards.

 

Base Salary. Base salaries are used to recognize the experience, skills, knowledge, and responsibilities required of all our employees, including our executives. Base salaries for our executives typically have been set in our offer letter to the executive at the outset of employment. None of our executives are currently party to an employment agreement that provides for automatic or scheduled increases in base salary. We set base salary compensation for our executive officers at a level we believe enables us to retain and motivate and, as needed, hire individuals in a competitive environment, so

 

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that our executive officers will contribute to our overall business goals and success. We may also take into account the base salary compensation that is payable by companies that we believe to be our competitors and by other comparable private and public companies with which we believe we generally compete for executives. The Compensation Committee reviews base salaries periodically, most recently in early 2019, and adjusts them from time to time as appropriate after taking into account an individual’s responsibilities, performance, skills specific to our business, industry experience, as well as the limited benchmarking referenced above and described in the “Equity Incentive Compensation and Other Benefits — Benchmarking of Compensation and Equity” section below. For 2019, the annual base salary for all of our named executive officers remained the same as in 2018.

 

Executive Incentive Bonus Plan

 

Plan Performance Metrics and Individual Goals. The Compensation Committee designed our 2019 Executive Incentive Bonus Plan (the “2019 Bonus Plan”) in a manner it believed would focus and motivate our management on achieving key company financial and strategic objectives and reward our management for achievement of these measures of operating performance. In December 2018, our Board approved the 2019 Bonus Plan performance metrics. The Compensation Committee concluded that “Revenue” (as defined by Generally Accepted Accounting Principles (“GAAP”)), Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”), and an operating metric based on the percentage of customer contracts with terms longer than 270 days (“Longer-Term Contract”) were the appropriate measurements of our performance with respect to the 2019 Bonus Plan. Adjusted EBITDA is a non-GAAP financial measure defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, other (income) expense net, secondary offering costs, and other one-time charges, if any. For a detailed discussion of Adjusted EBITDA, including a reconciliation to our net income, please refer to our Form 10-K. The Compensation Committee included the Longer-Term Contract metric, coupled with the Revenue and Adjusted EBITDA metrics, because it felt this metric would continue to align our executive incentive compensation with the Company’s goal of moving towards providing our customers with purchase-intent data under Longer-Term Contracts. Payment of a bonus under the 2019 Bonus Plan was based on either the attainment of the Revenue and/or Adjusted EBITDA performance goals or attainment of the Longer-Term Contract performance goal. Payments under our bonus plan are made each year prior to March 15, based on the achievement of the prior year’s performance goals measured at the end of each fiscal year.

 

The Compensation Committee designed the relevant Revenue, Adjusted EBIDTA, and Longer-Term Contract targets used in the 2019 Bonus Plan by taking into consideration the 2019 budget as well as projected revenue. The Committee determined that the financial targets should, as in past years, be based on the Company’s current year budget and also took into consideration the Company’s actual performance against its 2018 budget. The Committee determined that the Longer-Term Contract target should be based on projected revenue and anticipated product mix. Based on these factors, the Committee established the 2019 targets against the prior year period. After the Compensation Committee established the 2019 Bonus Plan performance goals, it assigned a target bonus amount to each executive officer based on a recommendation from Mr. Strakosch and various factors noted above including consideration of the Company’s annual budget, and the Company’s strategic and financial goal of transitioning from primarily quarterly marketing programs to delivering campaigns under longer-term contracts. Mr. Strakosch’s target bonus amount was determined by the Compensation Committee based on the same factors noted above without input from Mr. Strakosch. The Compensation Committee approved the following target bonus amounts for Messrs. Strakosch, Cotoia, Hawk, and Noreck for 2019: $217,500, $217,500, $105,000 and $75,000, respectively. The threshold amounts varied depending on whether the executive met at least: (i) one of the Adjusted EBITDA or Revenue metrics and/or (ii) the Longer-Term Contracts metric. For more information on thresholds and maximums, see “2019 Plan Performance” below.

 

Plan Operation. In order for our executive officers to earn a bonus under the 2019 Bonus Plan, they must either: (1) have achieved the minimum threshold of 90% of the Adjusted EBITDA target (or $32.4 million) and/or Revenue target (or $120.15 million) or (ii) have achieved a minimum of 25% increase from the 2018 Longer-Term Contracts results towards the 2019 Longer-Term Contracts target (or 36%). With respect to Adjusted EBITDA and Revenue, if the applicable 90% threshold was achieved, then each of our executive officers would earn 50% of their targeted bonus amount with respect to the applicable metric. Furthermore, each of our executive officers could earn an additional 5% of their target bonus amount within the Adjusted EBITDA and/or Revenue metric for each additional 1% of the Adjusted EBITDA and/or Revenue (as applicable) bonus target achieved over 90%, until 100% of the Adjusted EBITDA and/or Revenue bonus target (as applicable) was achieved. Additionally, for each 25% increase towards the Longer-Term Contracts target, each of our executives would earn at least 25% of their targeted bonus amount with respect to that metric. For each additional 25% increase achieved towards the Longer-Term Contracts target, executive officers would earn at least 25% of that metric’s allocation for their targeted bonus until 100% of the Longer-Term Contracts bonus target was achieved. Actual performance compared to the target metric was measured at the end of the fiscal year. In the event that the Adjusted EBITDA metric and/or Longer-Term Contracts metric was greater than 100% of their respective targets, each executive

 

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could earn more than his or her respective target bonus. The target bonus pool would increase by up to 30% for amounts achieved up to $3.0 million of the Adjusted EBTIDA target (and by 33% for amounts in excess of $3.0 million) and by 25% for each 1% increase achieved in excess of the Longer-Term Contracts target. The portion of the bonus in excess of each executive’s target for both the Adjusted EBITDA and Longer-Term Contracts targets was payable in common stock of the Company. In the event that performance was less than 90% for both the Adjusted EBITDA and Revenue metrics and less than a 25% increase was achieved towards the Longer-Term Contracts metric, then no bonus would be earned.

 

2019 Plan Performance. In 2019, the Company’s Adjusted EBITDA, Revenue, and Longer-Term Contracts results measured at the end of the fiscal year, were 116% (or $41.9 million), 100% (or $133.9 million), and 35% respectively, which resulted in our executive officers receiving the following payouts under the 2019 Bonus Plan:

 

Name and Position

 

Threshold($)(1)

 

 

Target($)(2)

 

 

Maximum($)(3)

 

 

Actual($)(4)

 

Greg Strakosch, Executive Chairman

 

 

36,250

 

 

 

217,500

 

 

 

 

 

 

832,383

 

Michael Cotoia, Chief Executive Officer

 

 

36,250

 

 

 

217,500

 

 

 

 

 

 

832,383

 

Daniel T. Noreck, Chief Financial Officer

 

 

12,500

 

 

 

75,000

 

 

 

 

 

 

287,030

 

Don Hawk, Executive Director

 

 

17,500

 

 

 

105,000

 

 

 

 

 

 

401,840

 

 

 

(1)

Amount payable if 90% of the Adjusted EBITDA or Revenue bonus target was achieved and less than a 25% increase towards the Longer-Term Contracts target was achieved. Alternatively, if performance was less than 90% for both the Adjusted EBITDA and Revenue metrics and a 25% increase towards the Longer-Term Contracts target was achieved, then the following threshold amounts would have been due to Messrs. Strakosch, Cotoia, Hawk, and Noreck for 2019: $18,125, $18,125, $8,750 and $6,250, respectively.

 

(2)

Amount payable if 100% of all three performance targets were achieved.

 

(3)

In the event the Adjusted EBITDA or Longer-Term Contracts metrics were greater than 100%, then the executive could earn more than his respective target bonus, and the portion of the bonus in excess of each executive’s target would be payable in common stock of the Company. The 2019 Bonus Plan did not cap such excess amounts.

 

(4)

In accordance with the terms of the 2019 Bonus Plan, payments were made on or before March 15, 2020.

 

Equity Incentive Compensation and Other Benefits

 

We grant RSUs to attract, motivate, and retain employees. We believe that RSUs and other equity awards are an important component of an executive’s overall compensation package, which can be effective in rewarding the long-term performance of our executives. We believe that this compensation philosophy, in turn, may contribute to long-term value for our stockholders. Many of our executive officers and a majority of our key employees have received stock options and/or RSU grants under our 2007 Stock Option and Incentive Plan and our 2017 Stock Option and Incentive Plan. We believe that the vesting feature of our equity grants increases executive retention by providing an incentive to remain in our employ during the vesting period, which is typically multi-year. We typically make an initial equity award to each new executive in connection with the start of his or her employment. Other than with respect to new hire awards, we typically grant RSU awards once per year to a select group of employees, typically in August and December. Further, we do not routinely grant each named executive officer an RSU award each year; however, we may grant any individual executive officer an RSU award periodically. All grants of equity awards are approved by the Compensation Committee either as part of the annual grant process or at other times during the year. RSUs typically vest in equal tranches once per year on the anniversary of the grant date over a three-year period. Additionally, in accordance with the terms of the applicable award agreements, the Company may defer the delivery of shares underlying an RSU award, generally until the opening of the trading window immediately following the vesting date. In determining equity awards, our Compensation Committee considers the Company’s business and financial performance, the executive’s performance and future potential, the award value relative to other executives’ awards, and the value of previous awards and amount of outstanding unvested equity awards. The Committee also considers the recommendations of our CEO with respect to awards to the executive officers and employees other than the CEO, and, from time to time, the external data described in the “Benchmarking of Compensation and Equity” section below.

 

2019 Equity Grants. In August 2019, the Compensation Committee granted Mr. Strakosch 90,000 RSUs, Mr. Cotoia 225,000 RSUs, Mr. Hawk 30,000 RSUs, and Mr. Noreck 15,000 RSUs. These grants are subject to vesting one-third per year over three years. The grants were made in recognition of their performance and contributions to the Company as well as their expected future contributions. There were no other awards made to executive officers during 2019.

 

Employee Benefit Plans. Our employees, including our executive officers, are entitled to the following employee benefits: medical, dental, and vision care plans; supplemental vision care plan; flexible spending accounts for healthcare and dependent care; pre-tax transportation account; life, accidental death and dismemberment, and disability insurance; and a 401(k) plan with pre-tax and Roth options. Under our 401(k) plan, we may provide a discretionary matching contribution to all employees after they meet all eligibility requirements. During 2019, we matched fifty cents of each dollar of compensation contributed by the participant up to a maximum of $3,000 per year. The employer contributions vest over a four-year period commencing on the employee’s hire date.

 

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Financial Planning, Tax Preparation, and Estate Planning. The Company has made arrangements with a financial counseling firm to provide its executive officers with certain financial, estate and tax planning, and tax preparation services. If an executive officer elects to participate in this program, the Company pays the annual retainer and any fees incurred for the financial counseling firm’s services to the executive officer during the year.

 

Advisory Vote on Executive Compensation. At our 2017 Annual Meeting of Stockholders, a majority of stockholder votes were cast to approve on an advisory basis a say-on-pay vote once every three years. The Compensation Committee considered this stockholder vote and determined to hold stockholder advisory votes on our executive compensation program once every three years. At the 2017 Annual Meeting of Stockholders, a majority of stockholder votes were cast to approve on an advisory basis the compensation of the named executive officers as disclosed in the 2017 Proxy Statement. The Compensation Committee noted the affirmative vote on the Company’s executive compensation program as it determined executive officer compensation for 2018, 2019, and 2020.

 

Employment Agreements. Each of the named executive officers is party to an employment agreement with the Company which provides for certain benefits while employed at the Company, including base salary, bonus, and treatment of equity in the event of a termination of employment under certain circumstances or a change of control. The Company believes that retention of its executive officers is critical to the operation of the Company and has made the decision to provide these benefits in the employment agreements. In consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend for one-year post-termination for Mr. Strakosch, Mr. Cotoia, and Mr. Noreck, and nine months post-termination for Mr. Hawk. The executive officers’ employment agreements are described in more detail on page 21 under the heading “Employment Agreements and Potential Payments Upon Termination or Change in Control.”

 

Tax Considerations. Prior to the passage of the Tax Cut and Jobs Act of 2017 (“Tax Act”), Section 162(m) of the Internal Revenue Code of 1986, as amended generally disallowed a tax deduction for compensation in excess of $1.0 million a year to certain officers, including the CEO, unless such excess compensation qualified as “performance-based compensation.” The Tax Act, among other things, repealed the performance-based compensation exemption with respect to taxable years beginning after December 31, 2017, subject to certain transition rules. In addition, the Tax Act expanded the group of officers whose compensation is subject to the Section 162(m) deduction limitations. Accordingly, other than with respect to certain grandfathered compensation, the $1.0 million deduction limitation now applies to (i) anyone serving as the Company’s CEO or CFO at any time during the taxable year, (ii) the top three other highest compensated executive officers of the Company serving at the end of the taxable year and (iii) any individual who had been a covered employee for any taxable year of the Company that started after December 31, 2016. We previously considered the effect of Section 162(m) when structuring our executive compensation and, when feasible, complied with exemptions in Section 162(m) so that the compensation remained tax deductible to us. While our Compensation Committee will take the deductibility limitations of Section 162(m) into account in its future compensation decisions, it expects to authorize compensation payments that are not exempt under Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Benchmarking of Compensation and Equity. The Compensation Committee believes that using peer company compensation information in its executive compensation determinations may sometimes be appropriate and can be a meaningful factor in determining cash and equity compensation. The Committee also believes that reviewing such external data may not always be relevant and also relies on other factors, including Company performance and the Committee’s own substantial business and industry experience, in setting executive compensation. From time to time, including most recently in 2018, the Compensation Committee has reviewed peer company information and data compiled by Company officers from publicly available information regarding the following companies: WebMD, QuinStreet, Leaf Group, Dice Holdings, J2 Global, BankRate, XO Group, TheStreet.com and TripAdvisor. This group of peer companies was determined to have been appropriate by the Committee because of the characteristics of these companies, which have an industry focus that is similar to ours. With regard to our CEO and CFO, given that we believe the role and responsibilities for those positions are generally consistent from company to company, we review from time to time the compensation of those titled positions as detailed in public company filings and certain private company data for companies with similar financial and operational characteristics, including market capitalization (where applicable), revenue, profitability, headcount, industry, and geography. Additionally, for the other members of our executive management team, whose positions are more distinct and may not be as readily benchmarked by title, when we benchmark their compensation, we attempt to find analogous positions in other public and private companies in our industry with similar financial and operational characteristics by function and responsibilities. The Compensation Committee took this information into consideration when setting compensation for our executive officers in 2019 and

 

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2020. The Committee also considered additional individual factors that contribute to the executive’s value to the Company, such as length of service and specific skills that make an executive officer uniquely key to our success. Based on the Committee’s review of the compensation data available on the executives in the Company’s peer group, the Committee determined that the base salary for each executive officer for 2019 would remain unchanged from the prior year. For 2019, the Compensation Committee determined that the target bonus under the 2019 Executive Incentive Bonus Plan for Messrs. Strakosch, Cotoia, Hawk and Noreck would remain unchanged from the prior year target bonus for 2018. Neither the Compensation Committee nor the Company has retained a compensation consultant. During 2019, the Committee was comprised of Roger M. Marino, Leonard P. Forman, Bruce Levenson, and Robert D. Burke. The Compensation Committee members reviewed and approved the compensation of our executive officers, relying in part on their substantial business experience.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth the compensation paid or earned for 2019, 2018, and 2017 for our named executive officers.

 

Name and

Principal Position

 

Year

 

Salary($)

 

 

Stock Awards

($)(1)

 

 

Non-Equity

Incentive Plan

Compensation

($)(2)

 

 

All Other

Compensation

($)(3)

 

 

Total($)

 

Greg Strakosch

 

2019

 

 

600,000

 

 

 

2,663,533

 

 

 

181,250

 

 

 

14,000

 

 

 

3,458,783

 

Executive Chairman

 

2018

 

 

600,000

 

 

 

253,566

 

 

 

217,500

 

 

 

14,000

 

 

 

1,085,066

 

 

 

2017

 

 

600,000

 

 

 

 

 

 

130,500

 

 

 

13,000

 

 

 

743,500

 

Michael Cotoia

 

2019

 

 

600,000

 

 

 

5,682,133

 

 

 

181,250

 

 

 

14,000

 

 

 

6,477,383

 

Chief Executive Officer

 

2018

 

 

600,000

 

 

 

253,566

 

 

 

217,500

 

 

 

14,000

 

 

 

1,085,066

 

 

 

2017

 

 

600,000

 

 

 

1,435,500

 

 

 

130,500

 

 

 

13,000

 

 

 

2,179,000

 

Daniel T. Noreck

 

2019

 

 

225,000

 

 

 

559,930

 

 

 

62,500

 

 

 

14,000

 

 

 

861,430

 

Chief Financial Officer and Treasurer

 

2018

 

 

225,000

 

 

 

87,436

 

 

 

75,000

 

 

 

14,000

 

 

 

401,436

 

 

 

2017

 

 

225,000

 

 

 

288,960

 

 

 

45,000

 

 

 

11,885

 

 

 

570,845

 

Don Hawk

 

2019

 

 

480,000

 

 

 

985,140

 

 

 

87,500

 

 

 

3,000

 

 

 

1,555,640

 

Executive Director

 

2018

 

 

480,000

 

 

 

1,805,411

 

 

 

105,000

 

 

 

3,000

 

 

 

2,393,411

 

 

 

2017

 

 

480,000

 

 

 

 

 

 

63,000

 

 

 

2,000

 

 

 

545,000

 

 

 

(1)

The amounts in this column reflect the aggregate grant date fair value of RSU and common stock awards computed in accordance with ASC 718 granted to, or earned by, each named executive officer during the applicable year. See Note 11 to the audited consolidated financial statements in our Form 10-K with respect to the assumptions underlying the valuation of equity awards. For 2019, the amount in this column for Messrs. Strakosch, Cotoia, Noreck, and Hawk reflects the grant date fair value of common stock earned under the 2019 Bonus Plan in the amount of $651,133, $651,133, $224,530, and $314,340, respectively, and the grant date fair value of RSUs awarded in August 2019 in the amount of $2,012,400, $5,031,000, $335,400, and $670,800, respectively. For 2018, the amount in this column for Messrs. Strakosch, Cotoia, and Noreck reflects the grant date fair value of common stock earned under the 2018 Bonus Plan in the amount of $253,566, $253,566, and $87,436 respectively and, for Mr. Hawk, reflects the grant date fair value of common stock earned under the 2018 Bonus Plan in the amount of $122,411 and RSUs awarded to Mr. Hawk in August 2018 in the amount of $1,683,000.

 

(2)

The amounts reported in this column reflect the cash portion of the bonus payments to our named executive officers under the Executive Incentive Bonus Plans for 2019, 2018, and 2017. For more information, see “Executive Compensation – Executive Incentive Bonus Plan” above.

 

(3)

These amounts represent matching 401(k) contributions and costs to the Company for services incurred to provide certain financial counseling services including finances, estate and tax planning, and tax preparation services (“Financial Services”). Matching 401(k) contributions were $3,000 per executive officer in 2018 and 2019 and $2,000 per executive officer in 2017. For Messrs. Strakosch, Cotoia, Noreck, and Hawk, 2019 Financial Services totaled $11,000, $11,000, $11,000, and $0 respectively, 2018 Financial Services totaled $11,000, $11,000, $11,000, and $0, respectively, and 2017 Financial Services totaled $11,000, $11,000, $9,885, and $0 respectively.

 

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Grants of Plan-Based Awards For 2019

 

The following table sets forth grants of plan-based awards made during 2019 to our named executive officers.

 

 

 

 

 

 

 

Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)

 

 

 

 

 

 

 

 

 

Name

 

Grant Date

 

 

Threshold ($)

 

Target ($)

 

Maximum ($)

 

 

All Other Stock Awards:

Number of Shares

of Stock or Units(2)

 

 

Grant Date Fair Value

of Stock and Stock

Option Awards($)(3)

 

Greg Strakosch

 

 

 

 

36,250

 

217,500

 

 

 

 

 

 

 

 

 

 

 

8/2/2019

 

 

 

 

 

 

 

 

 

 

 

90,000

 

 

 

2,012,400

 

Michael Cotoia

 

 

 

 

36,250

 

217,500

 

 

 

 

 

 

 

 

 

 

 

8/2/2019

 

 

 

 

 

 

 

 

 

 

 

225,000

 

 

 

5,031,000

 

Daniel T. Noreck

 

 

 

 

12,500

 

75,000

 

 

 

 

 

 

 

 

 

 

 

8/2/2019

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

335,400

 

Don Hawk

 

 

 

 

17,500

 

105,000

 

 

 

 

 

 

 

 

 

 

 

8/2/2019

 

 

 

 

 

 

 

 

 

 

 

30,000

 

 

 

670,800

 

 

 

(1)

Reflects full year target awards under the 2019 Bonus Plan. Amounts earned by the named executive officers under the 2019 Bonus Plan are shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column and the footnote accompanying the “Stock Awards” column. For more information, see “Executive Compensation – Executive Incentive Bonus Plan” above.

 

(2)

Represents an RSU award granted to the named executive officer in accordance with our executive compensation program.

 

(3)

Amounts in this column represent the grant date fair value of each award computed in accordance with ASC 718. For a discussion of the assumptions underlying this valuation, see Note 11 to our audited consolidated financial statements included in our Form 10-K. See also our discussion of stock-based compensation in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Application of Critical Accounting Policies and Use of Estimates-Stock-Based Compensation” included in our Form 10-K.

Non-Equity Incentive Plans

We describe the material terms of our Executive Incentive Bonus Plan in the Compensation Discussion and Analysis section of this Proxy Statement.

Equity Compensation Plans

2007 Stock Option and Incentive Plan. Our 2007 Stock Option and Incentive Plan (the “2007 Stock Plan”) was adopted by our Board upon recommendation of the Compensation Committee and approved by our stockholders in April 2007. The 2007 Stock Plan expired on May 15, 2017 and no further equity grants may be made under the 2007 Stock Plan. Any awards granted on or before such date will remain outstanding. Our 2007 Stock Plan was administered by our Compensation Committee, which had full authority and discretion to interpret and apply the provisions of the 2007 Stock Plan.

2017 Stock Option and Incentive Plan. On March 10, 2017, the Board adopted the 2017 Stock Option and Incentive Plan (the “2017 Stock Plan”), upon recommendation by the Compensation Committee. The 2017 Stock Plan was approved by the Company’s stockholders and became effective on June 16, 2017. The 2017 Stock Plan permits us to make grants of incentive stock options, nonstatutory stock options, director options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based or cash-based awards, and performance awards to employees, officers, Directors, consultants, and advisors. The 2017 Stock Plan is administered by the Compensation Committee.

 

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Outstanding Equity Awards at Fiscal Year End for 2019

The following table summarizes the outstanding equity award holdings held by our named executive officers as of December 31, 2019.

 

 

 

 

 

Stock Awards

 

Name

 

Grant Date

 

Number of Shares or Units of

Stock that Have Not Vested(#)

 

 

Market Value of Shares or Units

of Stock that Have Not Vested($)(1)

 

Greg Strakosch

 

8/2/2019

 

 

90,000

 

(2)

 

2,349,000

 

Michael Cotoia

 

8/4/2017

 

 

50,000

 

(3)

 

1,305,000

 

 

 

8/2/2019

 

 

225,000

 

(4)

 

5,872,500

 

Daniel T. Noreck

 

12/22/2017

 

 

7,000

 

(5)

 

182,700

 

 

 

8/2/2019

 

 

15,000

 

(6)

 

391,500

 

Don Hawk

 

8/3/2018

 

 

40,000

 

(7)

 

1,044,000

 

 

 

8/2/2019

 

 

30,000

 

(8)

 

783,000

 

 

 

(1)

The amounts shown in this column are for RSUs. The value of the RSUs is based on $26.10, which was the closing price of the Company’s stock on December 31, 2019, the last trading day of the Company’s fiscal year.

 

(2)

Mr. Strakosch’s RSUs vest as follows: 30,000 on each of August 2, 2020, 2021, and 2022.

 

(3)

Mr. Cotoia’s RSUs vest as follows: 50,000 on August 4, 2020.

 

(4)

Mr. Cotoia’s RSUs vest as follows: 75,000 on each of August 2, 2020, 2021, and 2022.

 

(5)

Mr. Noreck’s RSUs vest as follows: 7,000 on December 22, 2020.

 

(6)

Mr. Noreck’s RSUs vest as follows: 5,000 on each of August 2, 2020, 2021, and 2022.

 

(7)

Mr. Hawk’s RSUs vest as follows: 20,000 on each of August 3, 2020 and 2021.

 

(8)

Mr. Hawk’s RSUs vest as follows: 10,000 on each of August 2, 2020, 2021, and 2022.

Option Exercises and Stock Vested For 2019

The following table sets forth the aggregate number of shares for which options were exercised and the aggregate number of RSU awards that vested for our named executive officers in 2019.

 

 

 

Stock Awards

 

Name

 

Number of Shares

Acquired On Vesting(#)

 

 

Value Realized

On Vesting($)(1)

 

Greg Strakosch

 

 

75,000

 

(2)

 

1,677,000

 

Michael Cotoia

 

 

100,000

 

(3)

 

2,236,000

 

Daniel T. Noreck

 

 

22,000

 

(4)

 

562,080

 

Don Hawk

 

 

50,000

 

(5)

 

1,118,000

 

 

 

(1)

Values shown represent the number of shares multiplied by the fair market value of a share of the Company’s common stock on the applicable vesting date.

 

(2)

Pursuant to the terms of the applicable RSU award agreement, where applicable, the shares underlying the RSUs vested and delivered as follows: 75,000 shares that vested on August 3, 2019 were deferred by the Company’s Compensation Committee and delivered on December 2, 2019.

 

(3)

Pursuant to the terms of the applicable RSU award agreements, where applicable, the shares underlying the RSUs vested and delivered as follows: 50,000 shares vested and delivered on August 4, 2019 and 50,000 shares that vested on August 3, 2019 were deferred by the Company’s Compensation Committee and delivered on December 9, 2019.

 

(4)

Pursuant to the terms of the applicable RSU award agreements, where applicable, the shares underlying the RSUs vested and delivered as follows: 7,000 shares vested and delivered on December 22, 2019 and 15,000 shares that vested on December 19, 2019 were deferred under the agreement and delivered on February 24, 2020.

 

(5)

Pursuant to the terms of the applicable RSU award agreement, where applicable, the shares underlying the RSUs vested and delivered as follows: 50,000 shares that vested on August 3, 2019 were deferred by the Company’s Compensation Committee and delivered on December 4, 2019.

 

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

20

 


Nonqualified Deferred Compensation for 2019

The following table sets forth the aggregate value of shares underlying RSUs the receipt of which were deferred during 2019 pursuant to the terms of the applicable RSU award agreements. For more information, see “Executive Compensation – Executive Incentive Compensation and Other Benefits” above.

 

Name

 

Executive Contribution

in Last Fiscal

Year($)(1)

 

 

Aggregate

Earnings in

Last FY($)(2)

 

 

Aggregate

Withdrawals/

Distributions($)(3)

 

 

Aggregate

Balance at

Last FYE($)(4)

 

Greg Strakosch

 

 

1,677,000

 

 

 

234,750

 

 

 

1,727,250

 

 

 

 

Michael Cotoia

 

 

1,118,000

 

 

 

136,500

 

 

 

1,222,500

 

 

 

 

Daniel T. Noreck

 

 

382,950

 

 

 

8,550

 

(5)

 

 

 

 

391,500

 

Don Hawk

 

 

1,118,000

 

 

 

144,500

 

 

 

1,262,500

 

 

 

 

 

 

(1)

Represents the amount that would have been earned if the underlying RSUs had been delivered on the vesting date.

 

(2)

Represents appreciation in the value, if any, of the shares from date of deferral to date of delivery.

 

(3)

Represents fair market value of the shares on the date of delivery.

 

(4)

Based on $26.10, the fair market value of a share of the Company’s common stock on December 31, 2019, the last trading day of the Company’s fiscal year.

 

(5)

Represents the amount that would have been earned if the shares had been delivered on December 31, 2019. The shares were delivered in February 2020.  

Employment Agreements and Potential Payments Upon Termination or Change of Control

We have entered into employment agreements with our named executive officers that would require us to make certain payments and/or provide certain benefits to them in the event of a termination of employment under certain circumstances or a change of control of the Company. The following narrative and tabular disclosure summarizes the material terms of the employment agreements and the payments that would be made to each named executive officer assuming that one of the events described below occurs.

Material Terms of Executive Employment Agreements — Termination of Employment. Our employment agreements entitle each executive officer to severance benefits if the Company terminates the executive officer’s employment in certain situations as follows: (i) without “cause”; (ii) if the executive officer terminates his or her employment for “good reason”; (iii) death; or (iv) disability. For purposes of the employment agreements, “cause” means: (a) any act of fraud or gross misconduct; (b) commission of a felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud; or (c) gross negligence or willful misconduct. Under the employment agreements, “good reason” means: (I) a material reduction of the executive’s salary and/or target bonus other than a reduction that is similar to the reduction made to the salary and/or target bonus of all other senior executives; (II) a change in the executive’s responsibilities and/or duties which constitutes a demotion; (III) relocation of the offices at which the executive is principally employed to a location more than 50 miles from such offices which relocation is not approved by the executive; (IV) our failure to pay amounts due under the employment agreement; or (V) the failure of any successor in interest to the business of the Company to assume our obligations under the employment agreement. In the event of a termination of the executive without “cause,” by the executive officer for “good reason,” as a result of the executive’s death or disability, or as a result of the failure by the Company to renew the term of the employment agreement following its expiration, the executive would be entitled to a payment, in the case of Mr. Strakosch and Mr. Cotoia, equal to their annual salary, and in the case of Messrs. Noreck and Hawk, equal to nine months of their respective annual salaries, and payment by the Company for continuation of health plan benefits for the post-employment period of the salary payments. Additionally, each executive would be entitled to a payment of a portion of his or her annual target bonus, pro-rated for the period of salary continuance, equal to the greater of (i) 50% of such target amount and (ii) a pro-rated amount based on the number of months that have passed in the applicable fiscal period. The executive would also be entitled to acceleration of unvested stock options and RSU grants in an amount equal to 10% for each year of service, with a minimum of 50% vesting of stock options and RSUs for those executive officers who have been employed by the Company for five years or less. In the event the executive officer ceases to be an employee of the Company in a manner that does not meet the conditions listed above, then all unvested stock options and all unvested RSU grants under the 2017 Stock Plan will be forfeited immediately and automatically to the Company, without the payment of any consideration to the executive. In consideration of these benefits, the executive in each instance has agreed not to (i) compete with the Company, (ii) employ or solicit any employee of the Company, or (iii) solicit or encourage a customer or supplier of the Company to terminate or modify adversely its relationship with the Company. The non-compete and non-solicit obligations extend post termination for one-year for Mr. Strakosch, Mr. Cotoia, and Mr. Noreck, and nine months for Mr. Hawk. In the event that the executive officer is terminated for cause or terminates his or her employment other than for good reason, the executive officer would not be entitled to any of the foregoing severance benefits under his employment agreement.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

21

 


Material Terms of Executive Employment Agreements — Change of Control. In the event of a Change of Control as that term is defined in our executive employment agreements, all unvested stock options, if any, under the 2007 Stock Plan (for Messrs. Strakosch, Cotoia, and Noreck) and all unvested RSU grants, will vest and become fully exercisable. In the event of a Change in Control Event as the term is defined in our 2017 Stock Plan that does not also conform to the definition of Change of Control under our executive employment agreements, all unvested stock options and all unvested RSU grants under the 2017 Stock Plan will vest in part so that one-half of the number of shares that would have otherwise become exercisable or vested on any date after the Change in Control Event will become exercisable or vested. In the event of a termination not for cause as a result of a change of control, in addition to the benefits mentioned above, the executive would be entitled to a prorated portion of that executive’s target annual bonus based on the date of termination.

Potential Payments upon a Triggering Event. The following table sets forth information regarding the amounts payable by us pursuant to the terms of the employment agreements described above to each named executive officer in the event there has been a termination of employment and/or Change of Control as defined under our executive employment agreements, in each case, on December 31, 2019. Because the disclosures in the table assume the occurrence of a termination and/or change of control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change of control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.

Potential Payments Upon Termination or Change of Control  

 

Name

 

Qualifying Termination ($)

 

 

Change of Control Without Termination ($)

 

 

Qualifying Termination within 12 Months Following Change of Control ($)

 

Greg Strakosch

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance(1)

 

 

600,000

 

 

 

 

 

 

600,000

 

Equity Awards(2)

 

 

2,349,000

 

 

 

2,349,000

 

 

 

 

Continuation of Benefits(3)

 

 

14,272

 

 

 

 

 

 

14,272

 

Other Benefits(4)

 

 

832,383

 

 

 

 

 

 

181,250

 

Total Value of Benefits

 

 

3,795,655

 

 

 

2,349,000

 

 

 

795,522

 

Michael Cotoia

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance(1)

 

 

600,000

 

 

 

 

 

 

600,000

 

Equity Awards(2)

 

 

7,177,500

 

 

 

7,177,500

 

 

 

 

Continuation of Benefits(3)

 

 

14,272

 

 

 

 

 

 

14,272

 

Other Benefits(4)

 

 

832,383

 

 

 

 

 

 

181,250

 

Total Value of Benefits

 

 

8,624,155

 

 

 

7,177,500

 

 

 

795,522

 

Daniel T. Noreck

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance(1)

 

 

168,750

 

 

 

 

 

 

168,750

 

Equity Awards(2)

 

 

574,200

 

 

 

574,200

 

 

 

 

Continuation of Benefits(3)

 

 

11,129

 

 

 

 

 

 

11,129

 

Other Benefits(4)

 

 

287,030

 

 

 

 

 

 

62,500

 

Total Value of Benefits

 

 

1,041,109

 

 

 

574,200

 

 

 

242,379

 

Don Hawk

 

 

 

 

 

 

 

 

 

 

 

 

Cash Severance(1)

 

 

360,000

 

 

 

 

 

 

360,000

 

Equity Awards(2)

 

 

1,827,000

 

 

 

1,827,000

 

 

 

 

Continuation of Benefits(3)

 

 

13,080

 

 

 

 

 

 

13,080

 

Other Benefits(4)

 

 

401,840

 

 

 

 

 

 

87,500

 

Total Value of Benefits

 

 

2,601,920

 

 

 

1,827,000

 

 

 

460,580

 

 

 

(1)

A “qualifying termination” means, under the employment agreements, a termination of employment by the Company without “cause,” by the executive for “good reason,” as a result of his or her death or disability, or as a result of the failure of the Company to extend the employment agreement following the expiration of the then current term. In the case of both Mr. Strakosch and Mr. Cotoia, the amount is equal to their annual salary. In the case of each of Messrs. Hawk and Noreck the amount is equal to nine months of their annual salary.

 

(2)

Represents the number of shares of our common stock underlying RSU grants that would vest multiplied by $26.10, the closing price of the Company’s common stock on December 31, 2019, the last trading day of the Company’s fiscal year.

 

(3)

Represents the Company-paid premium for any health or benefit plans in which the executive participates, for the periods of salary continuance set forth in footnote 1 above.

 

(4)

The total bonus payments due upon a termination following a change of control were calculated based on actual, full-year performance under the 2019 Bonus Plan as reported in the Summary Compensation Table.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

22

 


Pay Ratio Disclosure

 

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance (“Pay Ratio Rules”), we are providing the following information about the relationship of our annual total compensation of our median employee to the annual total compensation of our CEO, Mr. Cotoia. We believe the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.

We determined that, as of December 31, 2019, our total employee population including both U.S. and international offices and full-time and part-time employees, excluding our CEO, was 647. We identified the median employee from the total population of 647 employees by reviewing the 2019 total cash compensation of all full-time and part-time employees, excluding our CEO, who were employed by the Company and its subsidiaries on December 31, 2019. In our assessment of median employee compensation, we annualized pay for those employees who commenced work during 2019. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by the Company at the end of 2019. We believe the use of total cash compensation for all employees is a consistently applied compensation measure, as the Company does not widely distribute annual equity awards to employees.

 

After identifying the median employee based on total cash compensation, we calculated the annual total for the median employee using the same methodology we use for our named executive officers as set forth in the 2019 Summary Compensation Table. Mr. Cotoia’s 2019 annual total compensation was $6,477,383, as reflected in the Summary Compensation Table. Our median employee's annual total compensation for 2019 was $68,000. Our 2019 CEO to median employee pay ratio is 95 to 1.

Equity Compensation Plan Information

The following table provides information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2019.

 

 Plan Category

 

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights (a)

 

 

Weighted average

exercise price of

outstanding options,

warrants and rights

(b)($)

 

 

Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column (a))(c)

 

 

Equity compensation plans approved

    by security holders

 

 

1,471,130

 

(1)

 

13.14

 

 

 

1,036,142

 

(2)

Equity compensation plans not

   approved by security holders

 

 

 

 

 

 

 

 

 

 

Total

 

 

1,471,130

 

 

 

13.14

 

 

 

1,036,142

 

 

 

 

(1)

The amount in this column includes grants under our 2007 Stock Plan and our 2017 Stock Plan.

 

(2)

The amount in this column only includes securities remaining available under our 2017 Stock Plan, which was approved by the Company’s stockholders and became effective on June 16, 2017 with a total of 3,000,000 shares registered under the plan for issuance.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Messrs. Marino (Chair), Burke, Forman, and Levenson. None of our executive officers serves as a member of the Board or Compensation Committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or our Compensation Committee. None of the members of our Compensation Committee who served in fiscal year 2019 has ever been one of our employees.

 

TechTarget, Inc. | Proxy Statement for 2020 Annual Meeting of Stockholders

23

 


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information Regarding Beneficial Ownership of Principal Stockholders.

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2020 (or such other date as indicated) for each person, entity, or group who, to the best of the Company’s knowledge, beneficially owns more than 5% of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage of beneficial ownership is based on 27,528,786 shares of common stock outstanding as of March 31, 2020.

 

Name and Address

 

Total Number

Beneficially

Owned

 

 

% of Common

Stock

Outstanding

 

BlackRock, Inc.(1) 55 East 52nd Street

   New York, New York 10055

 

 

3,550,108

 

 

 

12.90

 

The Vanguard Group(2) 100 Vanguard Blvd.

   Malvern, Pennsylvania 19355

 

 

1,876,917

 

 

 

6.82

 

 

 

(1)

Information is based on a Schedule 13G/A filed with the SEC on February 4, 2020. As of December 31, 2019, BlackRock reported having sole voting power with respect to 3,505,071 shares and sole dispositive power with respect to 3,550,108 shares reported on the Schedule 13G/A. BlackRock reported that the following BlackRock subsidiaries beneficially owned our common stock, but only one of those subsidiaries, BlackRock Fund Advisors, individually beneficially owned 5% or greater of the outstanding shares of our common stock: BlackRock Advisors, LLC, BlackRock Asset Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC.

 

(2)

Information is based on a Schedule 13G filed with the SEC on February 12, 2020. As of December 31, 2019, The Vanguard Group had sole voting power with respect to 47,794 of the shares, shared voting power with respect to 2,020 of the shares, sole dispositive power with respect to 1,829,674 of the shares, and shared dispositive power with respect to 47,243 of the shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., wholly-owned subsidiaries of The Vanguard Group, are the beneficial owners of 45,223 and 4,591 of the shares, respectively.

Information Regarding Beneficial Ownership of Management.

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2020 for each of our named executive officers, Directors, and all executive officers and Directors as a group. Securities that may be beneficially acquired within sixty days of March 31, 2020, including shares subject to options exercisable within sixty days of March 31, 2020, and shares subject to RSUs scheduled to vest within sixty days of March 31, 2020, are deemed to be beneficially owned by the person or entity holding such securities for the purpose of computing ownership of such person or entity, but are not treated as outstanding for the purpose of computing the ownership of any other person or entity. No shares in this table held by our Directors or executive officers are pledged as security.

 

Name and Address(1)

 

Outstanding

Shares

 

 

Right to Acquire

Within 60 Days

 

 

Total Number

Beneficially Owned

 

 

% of Common

Stock

Outstanding

 

Robert D. Burke(2)

 

 

114,787

 

 

 

20,000

 

 

 

134,787

 

 

 

0.49

 

Leonard P. Forman(3)

 

 

115,554

 

 

 

27,500

 

 

 

143,054

 

 

 

0.52

 

Bruce Levenson(4)

 

 

1,246,690

 

 

 

22,500

 

 

 

1,269,190

 

 

 

4.61

 

Roger M. Marino(5)

 

 

2,138,889

 

 

 

27,500

 

 

 

2,166,389

 

 

 

7.87

 

Christina G. Van Houten

 

 

1,446

 

 

 

 

 

 

1,446

 

 

 

0.01

 

Greg Strakosch

 

 

608,942

 

 

 

 

 

 

608,942

 

 

 

2.21

 

Michael Cotoia

 

 

16,615

 

 

 

 

 

 

16,615

 

 

 

0.06

 

Daniel T. Noreck

 

 

27,146

 

 

 

 

 

 

27,146

 

 

 

0.10

 

Don Hawk

 

 

153,321