CEO Andrew Berger was paid $0 in fiscal year 2021 (SEC filing 0000897101-22-000300 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$305,148 Chad Stelzig total, FY2021 Former President and Chief Executive Officer — highest-paid officer; CEO Andrew Berger: $0 | — CEO (Andrew Berger) pay percentile vs peers | — CEO-to-median pay ratio | 95.28% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Chad Stelzig | $275,000 | $0 | $18,174 | $0 | $0 | $0 | $11,973 | $305,148 |
| Former President and Chief Executive Officer | ||||||||
| Frank Hallowell | 238,333 | 0 | 18,316 | 0 | 0 | 0 | 11,096 | 267,745 |
| Chief Financial Officer | ||||||||
| Andrew Berger | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2021 total | FY2020 total | FY2019 total | Δ FY2020→2021 |
|---|---|---|---|---|
| Chad Stelzig | $305,148 | — | — | — |
| Frank Hallowell | 267,745 | — | — | — |
| Andrew Berger | 0 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses AATC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AATC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Chad Stelzig | OTHER | — | — | — | — | — | $18,174 |
| Frank Hallowell | OTHER | — | — | — | — | — | 18,316 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chad Stelzig | RSU | 4,225 | — | $26,575 |
| Chad Stelzig | Option | 0 | 7.1 | — |
| Chad Stelzig | Option | 0 | 4.22 | — |
| Frank Hallowell | RSU | 3,506 | — | 22,053 |
| Chad Stelzig | Option | 0 | 5 | — |
The primary objective of our various compensation programs is to attract, motivate and retain key executives and align their compensation with our overall performance. Autoscope's Compensation Committee believes that incentive, performance based compensation can be a key factor in motivating executive performance to maximize shareholder value and align executive performance with our corporate objectives and shareholder interests.
| CEO STI target (% of salary) | 50% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Semler Brossy Consulting Group, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2022 | 2022-05-10 | 2,741,117 | 92,174 | 43,466 | 95.28% | Passed |
| 2021 | 2021-05-04 | 2,951,456 | 46,036 | 7,972 | 98.2% | Passed |
| 2019 | 2019-05-08 | 1,974,913 | 92,030 | 300,835 | 83.41% | Passed |
| 2018 | 2018-05-01 | 2,724,548 | 34,868 | 242,934 | 90.75% | Passed |
| 2017 | 2017-05-11 | 2,933,886 | 41,614 | 17,184 | 98.04% | Passed |
| 2016 | 2016-05-10 | 2,406,687 | 638,416 | 55,967 | 77.61% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2022 | 2022-05-10 | 95.28%a |
| 2021 | 2021-05-04 | 98.2%b |
| 2019 | 2019-05-08 | 83.41%c |
a. Approved under the standard stated in the filing — “If you abstain from voting on a proposal, your abstention has the same effect as a vote against that proposal.”.
b. Approved under the standard stated in the filing — “If you abstain from voting on a proposal, your abstention has the same effect as a vote against that proposal.”.
c. Approved under the standard stated in the filing — “If you abstain from voting on a proposal, your abstention has the same effect as a vote against that proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Andrew T. BergerEmployee director · Board Chair | $58,587 | $25,004 | $0 | — | $0 | $83,591 |
| James W. BrackeIndependent · Audit (Chair) · Compensation · Nominating/Governance | 50,000 | 25,004 | 0 | 0 | 0 | 75,004 |
| Geoffrey C. DavisIndependent · Compensation (Chair) · Audit · Nominating/Governance | 39,120 | 25,004 | 0 | 0 | 0 | 64,124 |
| Joseph P. DalyIndependent · Lead Independent Director · Nominating/Governance (Chair) · Audit · Compensation | 26,783 | 25,004 | 0 | 0 | 0 | 51,787 |
| Brian J. VanDerBoschIndependent · Audit · Compensation · Newly elected | 19,089 | 16,407 | 0 | 0 | 0 | 35,496 |
| Ezekiel J. KruglickNewly elected | 8,288 | 8,310 | 0 | 0 | 0 | 16,598 |
| Annual cash retainer | $25,000 |
|---|---|
| Annual equity retainer | $25,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 7,000 / 5,000 |
| Stock ownership guideline | — |
| Component | FY2021 |
|---|---|
| Cash retainers and fees | $201,867 |
| Equity awards (grant-date value) | $124,733 |
| All other compensation | $0 |
| Total cost of the board | $326,600 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Autoscope Technologies | 2021 | Andrew Berger | $0 | $0 | $0 | $0 | $0 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Chad Stelzig | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Executive Compensation”. As printed: 305,148. Filing ↗ |
| 2 | Section 01, Frank Hallowell | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Executive Compensation”. As printed: 267,745. Filing ↗ |
| 3 | Section 01, Andrew Berger | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 4 | Section 03, Chad Stelzig OTHER | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t31 · r1 · c8 · span 322688–322694 |
| 5 | Section 03, Frank Hallowell OTHER | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t31 · r4 · c8 · span 341229–341235 |
| 6 | Section 08, Andrew T. Berger | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 83,591. Filing ↗machine: t24 · r2 · c9 · span 261269–261309 |
| 7 | Section 08, James W. Bracke | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 75,004. Filing ↗machine: t24 · r1 · c9 · span 259245–259285 |
| 8 | Section 08, Geoffrey C. Davis | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 64,124. Filing ↗machine: t24 · r4 · c9 · span 265020–265060 |
| 9 | Section 08, Joseph P. Daly | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 51,787. Filing ↗machine: t24 · r5 · c9 · span 266046–266052 |
| 10 | Section 08, Brian J. VanDerBosch | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 35,496. Filing ↗machine: t24 · r6 · c9 · span 266900–266906 |
| 11 | Section 08, Ezekiel J. Kruglick | DEF 14A | 2022-03-22 | 0000897101-22-000300 | Section “Director Compensation”. As printed: 16,598. Filing ↗machine: t24 · r7 · c9 · span 267752–267758 |
| 12 | Section 06, 2022 vote | Form 8-K | 2022-05-12 | 0000897101-22-000506 | Item 5.07 · say-on-pay result. As reported: 95.28%. Filing ↗ |
| 13 | Section 06, 2021 vote | Form 8-K | 2021-05-05 | 0000897101-21-000358 | Item 5.07 · say-on-pay result. As reported: 98.2%. Filing ↗ |
| 14 | Section 06, 2019 vote | Form 8-K | 2019-05-10 | 0000897101-19-000471 | Item 5.07 · say-on-pay result. As reported: 83.41% (votes for as printed: 2,192,019). Filing ↗machine: span 41076–42841 |
| 15 | Section 09b board cost (computed) | Computed | — | — | Cash 201,867 + equity 124,733 + all other 0 = 326,600, summed across the director compensation table rows.machine: formula: Σ = 326,600 |
| 16 | Autoscope Technologies (subject), Section 10b CEO total | DEF 14A | 2022-03-22 | 0000897101-22-000300 | CEO total compensation as printed in Autoscope Technologies's own proxy. As printed: 0. Filing ↗ |
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