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SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Support.com, Inc.
Form: 10-K/A
Date Filed: 2016-04-29
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Table of contents

  • Page 1
    SECURITIES & EXCHANGE COMMISSION EDGAR FILING Support.com, Inc. Form: 10-K/A Date Filed: 2016-04-29 Corporate Issuer CIK: 1104855 © Copyright 2016, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

  • Page 2
    ... ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 yor the fiscal year ended December 31, 2015 Or TRANSITION REPORT PURSUANT...Chesapeake Drive, 2nd Floor, Redwood City, CA (Address of principal executive offices) Registrant's telephone number, including area code: ...

  • Page 3
    ...EXPLANATORY NOTE PART III. ITEM 10. ITEM 11. ITEM 12. DIRECTORS, EXECUTIVE OyyICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP Oy CERTAIN BENEyICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE...

  • Page 4
    ... 10-K (this "Amendment") amends the Annual Report on yorm 10-K for the fiscal year ended December 31, 2015 of Support.com, Inc., as originally filed...currently dated certifications from the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes...

  • Page 5
    ...President and Chief Executive Officer, Dr. Cholawsky also brings extensive experience in leadership, general management, and the ...software products, as well as a number of private companies and currently serves as a Director for the Northern California Chapter of the National Association of Corporate...

  • Page 6
    ... and software services ...manager, from October 2008 to yebruary 2010, and as the President and Chief Executive Officer...IBM Corporation. Ms. Portmann also brings expertise and experience in managing large-scale...Compensation Committee. He has also acted as an advisor and/or Board member at a number...

  • Page 7
    ...Support.com. JIM STEPHENS , age...career with Adobe. Mr. Stephens served on Adobe's executive management team and was a corporate officer for eight years, helping drive Adobe's growth from $900 million to almost $2 billion in annual...2015. Mr. Stephens is a member of the National Association of Corporate...

  • Page 8
    ....com/wp-co.te.t/uploads/2015/03/Code-of-Ethics-a.d-Busi.ess-Co.duct.pdf Copies of the Code of Ethics are also available in print upon written request to Support.com, Inc., Attention: Corporate Secretary, 900 Chesapeake Drive, Second yloor, Redwood City, California 94063. Director Nominations No...

  • Page 9
    ... our executive officers when they contribute to the achievement of our business objectives and create long-term stockholder value. To further these objectives, our program uses both short- and long-term components, which in 2015 are highlighted by: Pay for Performa.ce - Our executive compensation...

  • Page 10
    ...listed in the Summary Compensation Table below. We refer to these senior executives as our "Named Executive Officers," and for 2015 they include: Name Title Elizabeth Cholawsky Roop Lakkaraju Shaun Donnelly (1) Greg Wrenn (2) Preside.t a.d Chief Executive Officer Executive Vice Preside.t, Chief Fi...

  • Page 11
    ..." proposal based on record shares voted. The Compensation Committee considered the 2015 say-on-pay voting results at its meetings, and the Compensation Committee believes the voting results demonstrate significant support for our Named Executive Officer compensation program. No significant changes...

  • Page 12
    ... on industry and peer group pay practices. Compensia is independent of Support.com's directors and officers, and has not been retained by the Board, any committee, or by management of the Company to provide any other services. Compensia's fees for its services in 2015 were substantially below $120...

  • Page 13
    ... for all such decisions. Analysis of 2015 Executive Compensation Decisions and Actions Base Salary Base salary is the baseline cash compensation that we pay to our Named Executive Officers throughout the year. Base salaries provide our Named Executive Officers with a predictable level of income. We...

  • Page 14
    ... were made at that time. The annual base salary rates for our Named Executive Officers for 2015 are set forth in the table below: 2015 Base Salary $ $ $ $ 370,000 329,600 235,644 267,800 Name Elizabeth Cholawsky Roop Lakkaraju Shaun Donnelly (1) Greg Wrenn (2) (1) As a result of his role change...

  • Page 15
    ... that were considered in determining 2015 base salaries. In yebruary 2015, the Compensation Committee, considering the advice of Compensia and reviewing the data and factors described above as part of the annual executive compensation review, increased the annual short-term cash incentive award...

  • Page 16
    ...Executive Officer Period Description of Objective Cash Incentive Potential Actual % of Objective Achieved Actual Cash Incentive Paid 2015-Q3 2015-Q4 Target Company adjusted non-GAAP net income of $(2,968,000) Target Nexus annual... Nexus annual recurring revenue of $375,129 Deliver contact center ...

  • Page 17
    ...2015-Q4 Target Company revenue of $17,624,000 Target Company adjusted non-GAAP net income of $(3,086,000) Target Nexus annual recurring revenue of $371,769 Deliver contact center productive hours consistent with plan Deliver cost structure realignment based on staffing needs Complete hiring of new...

  • Page 18
    ... Named Executive Officer Period Description of Objective Cash Incentive Potential Actual % of Objective Achieved Actual Cash Incentive Paid 2015-Q2 2015-Q3 2015-Q4 Target Company revenue of $20,834,000 Target Company adjusted non-GAAP net income of $(2,968,000) Target Nexus annual recurring...

  • Page 19
    ... training for Nexus sales team Assist consultant and CEO in completing Phase I of "Values" project Target Company revenue of $20,834,000 Target Company adjusted non-GAAP net income of $(2,968,000) Target Nexus annual recurring revenue of $375,129 Execute plan to launch new Intranet solution Complete...

  • Page 20
    .... Equity compensation for executive officers is reviewed at least annually, but the frequency, type, and amount of long-term equity awards are made at the discretion of the Compensation Committee based on an assessment of overall compensation and grant date fair value of any new awards, performance...

  • Page 21
    ... our stock as reported on Nasdaq is at or above $1.85 per share. Mr. Donnelly is no longer a Section 16 Officer for 2016 and he resigned his employment with the Company as of April 1, 2016. Other Benefits We also provide our Named Executive Officers with certain employee benefits that are generally...

  • Page 22
    ... the title of President and Chief Executive Officer on May 16, 2014. In connection with her employment, we entered into an offer letter with Dr. Cholawsky. Our arrangement with Dr. Cholawsky provided for her to receive an annual base salary of $360,000 and an annual short-term cash incentive target...

  • Page 23
    .... Shaun Donnelly Mr. Donnelly was hired as Vice President, General Manager, Small and Medium Business on December 29, 2011. In connection with his employment, we entered into an offer letter with Mr. Donnelly. Our arrangement with Mr. Donnelly provided for him to receive an annual base salary of...

  • Page 24
    ... shows compensation information for 2015, 2014 and 2013 for our Named Executive Officers. Name and Principal Position Elizabeth Cholawsky (4) President and Chief Executive Officer Roop Lakkaraju (6) Chief yinancial Officer and Executive Vice President of yinance and Administration Shaun Donnelley...

  • Page 25
    ... Sales, Mr. Donnelly is no longer an executive officer of the Company effective yebruary 9, 2016. Mr. Donnelly resigned his employment with the Company effective April 1, 2016. Includes $71,984 in housing allowances to Mr. Donnelly through November 2015 in connection with his new residence near...

  • Page 26
    ... statements included in our Annual Report on yorm 10-K for the year ended December 31, 2015. As a result of his role change from SVP of Business Development and Account Management to SVP of Customer Success and Services Sales, Mr. Donnelly is no longer an executive officer of the Company effective...

  • Page 27
    ...12(6) 7/5/12(12) 5/21/14 5/21/14(7) 5/21/14(9) 2/10/15 Greg Wrenn (13) Shaun Donnelly (11) Option Exercise Price ($) 2.21 2.21 2.21 1.85 5.57 2.26 2.26 2.26 1.85...25 - Grant Date (3) 5/16/14(5)(8) 10/30/13(8) 08/05/13 - Number of Shares or Units of Stock that have not Vested (#) 164,064 142,187 8,...

  • Page 28
    ... vested for our Named Executive Officers during 2015. No stock options were exercised by our Named Executive Officers during 2015. Stock Awards Number of Shares Acquired on Vesting (#) Name Value Realized on Vesting ($) (1) Elizabeth Cholawsky Roop Lakkaraju Shaun Donnelly (2) Greg Wrenn (3) 54...

  • Page 29
    ...We also do not maintain any nonqualified deferred compensation plans, defined benefit plans or other plans with specified retirement benefits for our Named Executive Officers or our employees. Potential Payments upon Termination or Change-in-Control During 2015, we were party to employment contracts...

  • Page 30
    ... change-incontrol, based on a December 31, 2015 closing stock price of $1.01. As a result of his role change from SVP of Business Development and Account Management to SVP of Customer Success and Services Sales, Mr. Donnelly is no longer an executive officer of the Company effective yebruary 9, 2016...

  • Page 31
    ...other entity whose executive officer(s) serve as a member of the Company's Board or Compensation Committee. Director Compensation We compensate our non-employee directors for serving on our Board. We do not pay Dr. Cholawsky, the only Company employee to serve as director during 2015, any additional...

  • Page 32
    ... stock-based compensation under "Management's Discussion and Analysis of yinancial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on yorm 10-K for the fiscal year ended December 31, 2015. As of December 31, 2015, our non-employee directors held...

  • Page 33
    ... (2) Prescott General Partners LLC and affiliates (3) Royce & Associates, LLC (4) Kennedy Capital Management, Inc. (5) Directors and Named Executive Officers (6): Elizabeth Cholawsky (7) Roop Lakkaraju (8) Shaun Donnelly (9) Greg Wrenn (10) Elizabeth yetter (11) Toni Portmann (12) Lowell Robinson...

  • Page 34
    ... of Common Stock. The mailing address for Kennedy Capital Management, Inc. is 10829 Olive Boulevard, St. Louis, MO 63141. The address of each director and named executive officer is Support.com, Inc., 900 Chesapeake Drive, Second yloor, Redwood City, California 94063, Attention: Investor Relations...

  • Page 35
    ... officers. During 2015, our named executive officers consisted of Elizabeth Cholawsky, Roop Lakkaraju, Shaun Donnelly, and Greg Wrenn. As of April 18, 2016, our independent directors consisted of Elizabeth yetter, Toni Portmann, Lowell Robinson, Tim Stanley and Jim Stephens. Securities Authorized...

  • Page 36
    ... independent directors except for the Strategy Committee, upon which our Chief Executive Officer is permitted to serve. The Board has a standing Nominating and Corporate Governance Committee, Strategy Committee, Compensation Committee, and Audit Committee. Members of these committees are selected by...

  • Page 37
    ...fees for fiscal years 2014 and 2015. All Other Fees. This category consists of fees for services other than the services reported in audit fees... the Original yorm 10-K. All other schedules are omitted since the information required is...to Exhibit 3.1 of Support.com's annual report on yorm 10-K for the ...

  • Page 38
    ... as of October 1, 2013 (incorporated by reference to Exhibit 10.20 of Support.com's annual report on yorm 10-K filed with the SEC on March 7, 2014) (1) Change Management yorm Number 1 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com...

  • Page 39
    ... Support.com's current report on yorm 8-K filed with the SEC on yebruary 18, 2015) (1) Compensatory Arrangement between Support.com and Jim Stephens for his term as Executive Chairman and Interim CEO commencing March 25, 2014 Change Management yorm Number 6 under Statement of Work Number 3 to Master...

  • Page 40
    ... filed with the SEC on November 24, 2015) (1) yorm of Directors' and Officers' Indemnification Agreement (incorporated by reference to Exhibit 10.1 of Support.com's current report on yorm 8-K filed with the SEC on December 10, 2015). Change Management yorm Number 1 to Master Services Agreement Call...

  • Page 41
    ...the Original yorm 10-K yiled herewith Denotes an executive or director compensation plan or arrangement. Confidential treatment has been ... registrant specifically incorporates it by reference. yinancial Statement Schedules. (c) No schedules have been filed because the information required to be...

  • Page 42
    ... requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUPPORT.COM, INC. Dated: April 29, 2016 By: /s/ Elizabeth Cholawsky Elizabeth Cholawsky President and Chief Executive Officer 39

  • Page 43
    ...with the SEC on October 14, 2015) Support.com's amended and restated 2010 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 of Support.com's current report on yorm 8-K filed with the SEC on May 21, 2010). Support.com's 2010 Employee Stock Purchase Plan (incorporated by...

  • Page 44
    ... as of October 1, 2013 (incorporated by reference to Exhibit 10.20 of Support.com's annual report on yorm 10-K filed with the SEC on March 7, 2014) (1) Change Management yorm Number 1 under Statement of Work Number 1 to Master Services Agreement Call Handling Services between Comcast and Support.com...

  • Page 45
    ... Support.com's current report on yorm 8-K filed with the SEC on yebruary 18, 2015) (1) Compensatory Arrangement between Support.com and Jim Stephens for his term as Executive Chairman and Interim CEO commencing March 25, 2014 Change Management yorm Number 6 under Statement of Work Number 3 to Master...

  • Page 46
    ...Officer Section 302 Certification. Chief Executive Officer Section 302 Certification. Chief yinancial Officer Section 302 Certification. Statement of the Chief Executive Officer... 10-K + yiled herewith * Denotes an executive or director compensation plan or arrangement. (1) (2) Confidential treatment ...

  • Page 47
    EX-31.3 2 c84846_ex31-3.htm EXHIBIT 31.3 CHIEF EXECUTIVE OFFICER SECTION 302 CERTIFICATION I, Elizabeth Cholawsky, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on yorm 10-K of Support.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of...

  • Page 48
    EX-31.4 3 c84846_ex31-4.htm EXHIBIT 31.4 CHIEF FINANCIAL OFFICER SECTION 302 CERTIFICATION I, Roop K. Lakkaraju, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on yorm 10-K of Support.com, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a...