Document

DEF 14A 1 def14aannualmeeting6102022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ý

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))
ý			Definitive Proxy Statement
			Definitive Additional Materials
			Soliciting Material Under § 240.14a-12

Ekso Bionics Holdings, 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):


ý			No fee required
			Fee paid previously with preliminary materials.
			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

EKSO BIONICS HOLDINGS, INC.

1414 Harbour Way South, Suite 1201

Richmond, California 94804

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 9, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Meeting”) of Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), will be held virtually via webcast on June 9, 2022 at 9:00 a.m., PDT, for the purpose of considering and voting upon the following matters:


			1.			To elect six persons to our Board of Directors, to serve until the annual meeting of stockholders to be held in 2023 and until their respective successors are elected and qualified, or until their earlier death, resignation or removal;
			2.			To amend the Company's Amended and Restated 2014 Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance pursuant to awards granted thereunder from 1,974,286 shares to 2,524,286 shares;
			3.			To approve, in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the Proxy Statement;
			4.			To ratify the appointment of WithumSmith+Brown PC as the Company’s independent auditors for the year ending December 31, 2022; and
			5.			To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

To enable easier access by our stockholders, the Meeting will be a completely virtual meeting conducted via webcast. You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2022. To participate in the Meeting, you must have your 16-digit control number that is shown on your proxy card or voting instruction form, as applicable. If you access the Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. You should log on to the meeting site at least fifteen minutes prior to the start of the Meeting to provide time to register and download the required software, if needed.

The Board of Directors of the Company has fixed the close of business on April 14, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.

We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules, which allows us to conserve natural resources and reduce our printing and mailing costs related to the Meeting. On or about April 29, 2022, we will mail to our stockholders of record as of April 14, 2022 a notice containing instructions on how to access our proxy statement and annual report on the Internet and also how to vote their shares. If you received a notice by mail you will not receive a printed copy of the proxy materials unless you specifically request them. Both the notice and this Proxy Statement contain instructions on how you can request a paper copy of the proxy statement and our annual report, both of which are also available at www.proxyvote.com.

Your vote is important. Whether or not you plan to attend the meeting we hope you will vote as soon as possible. Please refer to the section entitled “Important Information About the Meeting - How Do I Vote?” on page 3 of the proxy statement for a description of how to vote in advance of the meeting.


			By Order of the Board of Directors,
			/s/ Steven Sherman
			Steven Sherman
			Chief Executive Officer and Chairman

Richmond, California

April 29, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2022: THE NOTICE OF MEETING AND PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT WWW.PROXYVOTE.COM.

TABLE OF CONTENTS


	Page
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
EXPENSES OF SOLICITATION		5
STOCKHOLDER PROPOSALS		5
PARTICIPANTS IN THE SOLICITATION		5
ANNUAL REPORT ON FORM 10-K		6
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		7
CORPORATE GOVERNANCE		7
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		16
EXECUTIVE COMPENSATION		18
DIRECTOR COMPENSATION		23
AUDIT-RELATED MATTERS		25
MATTERS TO BE VOTED ON		27
OWNERSHIP OF OUR COMMON STOCK		36
OTHER MATTERS		37
APPENDIX A - AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN		A-1


			•			Over the Internet Before the Meeting. Go to the website of our tabulator, Broadridge, at www.proxyvote.com. Have your Notice of Internet Availability of Proxy Materials in hand (or, if you requested and received a paper or email copy of the proxy materials, have your Proxy Card in hand) when you access the website and follow the instructions to vote your shares. You must submit your internet proxy before 11:59 p.m., Eastern Time, on June 8, 2022, the day before the Meeting, for your proxy to be valid and your vote to count.
			•			By Telephone. You may vote by telephone if you request a copy of a form of Proxy Card to be mailed to you. In that case, call 1-800-579-1639. Have your Notice of Internet Availability of Proxy Materials in hand (or, if you requested and received a paper or email copy of the proxy materials, have your Proxy Card in hand) when you call. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on June 8, 2022, the day before the Meeting, for your proxy to be valid and your vote to count.
			•			By Mail. You may vote by mail if you request a copy of a form of Proxy Card to be mailed to you. In that case, you must complete and sign your proxy card and mail it to Broadridge in the postage prepaid envelope that will be provided to you to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Broadridge must receive the proxy card not later than June 8, 2022, the day before the Meeting, for your proxy to be valid and your vote to count.
			•			Electronically During the Meeting. You can vote electronically during the Meeting at www.virtualshareholdermeeting.com/EKSO2022.


			•			You may cast a new vote by telephone or over the internet.
			•			You may submit another properly completed proxy with a later date.
			•			You may remove a previously submitted vote online at www.proxyvote.com.
			•			You may attend the Meeting virtually via webcast and vote electronically (although simply attending the Meeting will not, by itself, revoke your proxy).


			•			FOR the election of each of the nominees for director (Proposal One);
			•			FOR the amendment to the Amended and Restated 2014 Equity Incentive Plan (Proposal Two);
			•			FOR the approval of the compensation of our named executive officers (Proposal Three); and
			•			FOR the ratification of WithumSmith+Brown PC as our independent auditors for the year ending December 31, 2022 (Proposal Four).


Name	Age	Position
Directors
Steven Sherman	76	Director, Chief Executive Officer and Chairman
Charles Li, Ph.D.	37	Director
Stanley Stern	65	Director
Mary Ann Cloyd	67	Director
Rhonda A. Wallen	55	Director
Corinna Lathan, Ph.D.	54	Director
Executive Officers (who are not also directors)
Scott G. Davis	52	President and Chief Operating Officer
John F. Glenn	60	Chief Financial Officer and Secretary
Jason C. Jones	50	Vice President of Product Development


			•			appointing, evaluating, retaining, approving the compensation of, and assessing the independence of our independent auditor;
			•			overseeing the work of our independent auditor, including through the receipt and consideration of certain reports from the independent auditor;
			•			reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures;
			•			monitoring our internal control over financial reporting, disclosure controls and procedures and the code of business conduct;
			•			discussing our risk management policies;
			•			establishing procedures for the receipt and retention of accounting related complaints and concerns;
			•			developing and reviewing policies and procedures for reviewing and approving or ratifying related person transactions;
			•			meeting independently with our internal audit staff, if any, independent auditors and management; and
			•			preparing the Audit Committee Report required by Securities and Exchange Commission rules (which is included on page 25 of this Proxy Statement).


			•			reviewing and approving (or, when the Compensation Committee deems it appropriate, recommending for approval by our Board of Directors) the compensation of our executive officers, including the Chief Executive Officer and our other executive officers;
			•			overseeing the evaluation of our senior executives;
			•			reviewing and making recommendations to our Board of Directors with respect to incentive-compensation and equity-based plans that are subject to Board approval;
			•			approving tax-qualified, non-discriminatory employee benefit plans (and parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by our officers, directors, employees or consultants;
			•			reviewing and making recommendations to our Board of Directors with respect to director compensation; and
			•			overseeing and administering our equity incentive plans.


			•			identifying individuals qualified to become Board members;
			•			recommending to our Board of Directors the persons to be nominated for election as directors and to each of the committees of our Board of Directors;
			•			monitoring issues and developments related to matters of corporate governance; and
			•			recommending to our Board of Directors, where appropriate, changes in corporate governance principles and practices.


Board Diversity Matrix (As of April 14, 2022)
Total Number of Directors	6
	Female	Male	Non-Binary	Gender Undisclosed
Part I: Gender Identity
Directors	3	3	-	-
Part II: Demographic Background
African American or Black	1	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	2	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-


Name and Principal Position		Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(2)	Total ($)
Jack Peurach(3)		2021	300,000	135,000	1,012,488	-	-	13,000	1,460,488
Former President and Chief Executive Officer		2020	275,000	82,500	97,519	-	-	9,224	464,243
John F. Glenn		2021	294,408	115,600	189,138	-	-	13,000	612,146
Chief Financial Officer		2020	275,000	44,000	29,441	-	-	13,000	361,441
William Shaw(4)		2021	300,000	267,988	232,516	-	-	9,750	810,254
Former Chief Commercial Officer		2020	275,000	117,388	35,880	-	-	9,750	438,018
(1)	The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of stock or stock options, as applicable, granted during the year computed in accordance with the provisions of FASB ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 14 and Note 13 to our financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2020 and 2021, respectively.
(2)	This amount represents employer matching contribution made under our 401(k) retirement plan, paid in the form of shares of our Common Stock.
(3)	Mr. Peurach resigned from all positions with us effective January 21, 2022.
(4)	Mr. Shaw resigned from the Company effective March 11, 2022.


		OPTION AWARDS						STOCK AWARDS
		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan: Number of Shares or Units of Stock That Have Not Yet Vested (#)		Equity Incentive Plan: Market Value of Shares or Units of Stock That Have Not Yet Vested ($)
Jack Peurach		1,452	-		-	48.30	1/18/2022	-		-
Jack Peurach		477	-		-	105.00	1/15/2024	-		-
Jack Peurach		619	-		-	85.50	5/24/2026	-		-
Jack Peurach		1,667	-		-	34.05	7/5/2027	-		-
Jack Peurach		46,875	3,125	(1)	-	27.30	8/6/2028	-		-
Jack Peurach		27,605	25,395	(2)	-	9.15	11/6/2029	-		-
Jack Peurach		-	-		-	-	-	17,666	(5)	2.76
Jack Peurach		-	-		-	-	-	45,725	(6)	6.85
Jack Peurach		-	-		-	-	-	45,725	(7)	6.85
Jack Peurach		-	-		-	-	-	75,000	(8)	4.64
John F. Glenn		22,223	4,444	(3)	-	40.20	8/31/2028	-		-
John F. Glenn		8,334	7,666	(2)	-	9.15	11/6/2029	-		-
John F. Glenn		-	-		-	-	-	5,333	(5)	2.76
John F. Glenn		-	-		-	-	-	13,015	(6)	6.85
John F. Glenn		-	-		-	-	-	13,015	(7)	6.85
William Shaw		20,667	11,333	(4)	-	20.55	5/29/2029	-		-
William Shaw		10,070	9,264	(2)	-	9.15	11/6/2029	-		-
William Shaw		-	-		-	-	-	6,500	(5)	2.76
William Shaw		-	-		-	-	-	16,000	(6)	6.85
William Shaw		-	-		-	-	-	16,000	(7)	6.85
(1)	Option became exercisable as to 25% of the total number of shares on March 9, 2019, and thereafter as to 1/36th of the remaining shares in equal monthly installments for 36 months.
(2)	Option became exercisable as to 1/48th of the total number of shares on December 6, 2019, and will continue to vest as to 1/48th of the number of shares in equal monthly installments on the same day of each month thereafter.
(3)	Option became exercisable as to 25% of the total number of shares on August 31, 2019, and will continue to vest as to 1/48th of the number of shares in equal monthly installments for 36 months on the same day of each month thereafter.
(4)	Option became exercisable as to 25% of the total number of shares on May 6, 2020, and will continue to vest as to 1/48th of the number of shares in equal monthly installments for 36 months on the same day of each month thereafter.
(5)	Restricted stock award vesting April 1, 2020 vesting as to 25% of the total number of stock awarded, and thereafter as to 1/4th of the remaining award in equal in installments annually on November 15 of each following year.
(6)	Restricted stock award vesting March 3, 2022 vesting as to 33.33% of the total number of stock awarded annually.
(7)	Performance stock award vesting March 3, 2022 vesting as to 50% when the Company's revenue target for the year ended December 31, 2021 is met at a minimum threshold of 90%, vesting 100% when the target threshold is met at 100%, and vesting 150% when the threshold is met at a maximum of 120%.
(8)	Restricted stock award vesting August 31, 2022 vesting as to 33.33% of the total number of stock awarded annually.


Name	Fees Earned or Paid in Cash ($)	RSU Awards ($)(1)	Option Awards ($)(1)	Total ($)
Steven Sherman(2)	100,000	100,000	—	200,000
Stanley Stern	65,000	100,000	—	165,000
Rhonda A. Wallen	65,000	140,017	—	205,017
Mary Ann Cloyd	57,500	140,017	—	197,517
Charles Li, Ph. D.	42,500	100,000	—	142,500
Corinna Lathan, Ph. D.(3)	—	45,300	—	45,300


	Member ($)	Chair ($)(1)
Board of Directors	35,000	70,000
Audit Committee	7,500	15,000
Compensation Committee	5,000	10,000
Nominating and Governance Committee	5,000	10,000
Strategy Committee(2)	15,000	30,000


		Year ended December 31,
Description of Service		2021	2020
Audit Fees(1)		$292,114	$313,472
Audit-Related Fees(2)		71,987	49,167
Tax Fees(3)		37,650	29,000
All Other Fees		—	—
Total Fees		$401,751	$391,639
(1)	Audit Fees consist of fees for audit of the Company’s annual financial statements for the respective year, reviews of the Company’s quarterly financial statements, services provided in connection with statutory and regulatory filings and audit of the Company’s internal controls over financial reporting.
(2)	Audit-Related Fees consist of fees for accounting consultations.
(3)	Tax Fees consist of fees for tax compliance and tax advice and planning services.


Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,731,846	$15.00	586,182
Equity compensation plans not approved by security holders	—	—	—
Total	1,731,846	$15.00	586,182


(1)						Awards outstanding at December 31, 2021, for each of the listed directors are as follows: Name Options (#) RSUs(#) Steven Sherman 51,212 18,265 Stanley Stern 16,025 18,265 Rhonda A. Wallen - 23,175 Mary Ann Cloyd - 23,175 Charles Li, Ph. D. 14,334 18,265 Corinna Lathan, Ph.D. - 15,000
(2)						Steven Sherman’s compensation was for services provided as Executive Chairman in accordance with his offer letter as described below. On January 16, 2020, our Board of Directors approved a grant of an option for 16,667 shares of our common stock to Steven Sherman, and a grant of 13,334 RSUs.
(3)						Dr. Lathan was appointed to our Board of Directors effective December 28, 2021.


(1)						Under the program approved effective April 13, 2021, the Chairs of each committee of our Board of Directors receive the fees indicated under this column inclusive of the fee they receive as the member of our Board of Directors or the applicable committee.
(2)						The Board of Directors, upon recommendation by the Nominating and Governance Committee of the Board, approved the decision to disband the Strategy Committee as part of its leadership change resolutions during the Board of Directors meeting held on January 20, 2022.


Amount and Nature of Beneficial Ownership
Name of Beneficial Owner			Shares Beneficially Owned			Percent of Class(1)
Directors and Director Nominees
Charles Li, Ph.D.				43,502	(2)		*
Corinna Lathan, Ph.D.				15,144	(3)		*
Steven Sherman				165,966	(4)		1.3%
Stanley Stern				45,377	(5)		*
Mary Ann Cloyd				23,175	(6)		*
Rhonda A. Wallen				23,175	(6)		*

Named Executive Officers (other than those who are also directors)
John F. Glenn				51,406	(7)		*
Scott G. Davis				25,952	(8)		*

All current directors and executive officers as a group (8 persons)(8)				391,845			*

	*	Represents less than 1%.
	(1)	Applicable percentage ownership is based on 12,844,501 shares of common stock outstanding as of April 14, 2022.
	(2)	Consists of (i) options to purchase 14,334 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, (ii) 20,025 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 9,143 shares of common stock.
	(3)	Consists of (i) 15,000 restricted stock units currently vested or vesting within 60 days after the Determination Date and (ii) 144 shares of common stock.
	(4)	Consists of (i) options to purchase 51,212 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, (ii) 62,798 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 51,956 shares of common stock.
	(5)	Consists of options to purchase (i) 16,025 shares of common stock currently exercisable or exercisable within 60 days after the Determination Date, (ii) 25,648 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 1,852 shares of common stock.


			(6)			Consists of 23,175 restricted stock units currently vested or vesting within 60 days after the Determination Date.
			(7)			Consists of options to purchase (i) 35,556 shares of common stock currently exercisable or exercisable within 60 days of the Determination Date, (ii) 15,537 restricted stock units currently vested or vesting within 60 days after the Determination Date, and (iii) 313 shares of common stock.
			(8)			Consists of (i) 12,233 restricted stock units currently vested or vesting within 60 days after the Determination Date and (ii) 13,719 shares of common stock.


			•			to attract and retain the best available personnel for positions of substantial responsibility,
			•			to provide incentives to individuals who perform services for the Company, and
			•			to promote the success of the Company’s business.

SEC Form DEF 14A filed by Ekso Bionics Holdings Inc.