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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on December 30, 2019:
The proxy statement, proxy card and Annual Report to stockholders for the year ended December 31, 2018 (the “Annual Report”) are also available at https://ir.scworx.com/ Stockholders may also obtain additional paper or e-mail copies of these materials at no cost by writing to SCWorx Corp., 590 Madison Avenue, 21st Floor, New York, NY 10022, attention: CEO. |
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Name
|
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Age
|
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Present Principal Employer and Prior Business Experience
|
|
Marc S. Schessel | | |
59
|
| | Mr. Schessel, 59, is SCWorx’s founder and Chairman and Chief Executive Officer. He founded SCWorx’s predecessor (Primrose LLC) in 2012 and has been Chairman and CEO of SCWorx since then. Commencing his work in supply chain during his ten years in the Marine Corps, Mr. Schessel was awarded the Naval Achievement medal along with the Naval Commendation medal for services rendered in creating the first automated supply and logistics software (M triple S) which was ultimately put in service at leading corporations such as Sears and IBM. Since leaving the Marine Corps, Mr. Schessel has continued his work in refining programmatic solutions for the most complex and critical supply chains in the country — the healthcare industry. Working in all facets of the Healthcare Supply Chain, Mr. Schessel spent over ten years as a Vice President of Supply Chain for a large NYC based Integrated Delivery Network before forming his own consultancy — focused on delivering automated solutions to Providers, Business-to-Business (B2B) e-commerce companies (GHX), tier one consulting firms, GPO’s, distributors, payors and manufacturers. Mr. Schessel also served as a consultant to the United Nations — developing an automated Emergency Medical Response program that, based on the event, forecasts the items, quantities and logistical delivery networks crucial for responders, allowing countries by region to better plan, stock and store critical supplies. | |
Name
|
| |
Age
|
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Present Principal Employer and Prior Business Experience
|
|
Charles K. Miller* | | |
58
|
| | Mr. Miller, 58, joined the Company’s board on October 24, 2018. He has been a member of the board of directors of Intercloud Systems, Inc., a publicly traded IT infrastructure services company, since November 2012. In addition, he has, since June 2017, acted as an independent business consultant. He was the Chief Financial Officer of Tekmark Global Solutions, LLC, a provider of information technology, communications and consulting services, from September 1997 until June 2017. Since May 2017, he has been a director of Notis Global, Inc., a diversified holding company, in the industrial hemp industry, that manufactures, markets and sells hemp derivative products such as cannabidiol (“CBD”) distillate and isolate. Mr. Miller graduated from Rider University with a Bachelor of Science in Accounting and an MBA. Mr. Miller is a Certified Public Accountant and boasts more than three decades of experience. | |
Robert Christie* | | |
65
|
| | Mr. Christie, 65, from 2004 through 2014, was the President and CEO of The 3E Company, the leading Global Environmental Compliance Company in the world. With over 7,000 customers, 3E helped companies, throughout the world, manage the ever changing environmental regulations that effected their products and services. 3E utilizes a SaaS based software and complex regulatory database to service its customers. Since 2015, Mr. Christie has been consulting for various Private Equity firms throughout North America assisting them in acquiring companies in the Governance, Risk and Compliance space (GRC) as well as the Supply Chain marketplace. In addition, he has since 2010 served as a Trustee at Rider University. He also serves on the Facility, Business Development and Executive Committees at Rider. Since 2008, Mr. Christie has served as a Director at Alternative Technology, a supplier of distribution systems and technology. Since 2016, he has served on the Board of Directors of Enterknol LLC. Enterknol is a SaaS based compliance solution within the Energy Sector helping various energy companies buy and sell energy competitively. Mr. Christie also served as a Director at Ithos LLC from 2016 through July 2018. Ithos is a the leading regulatory and Supply Chain compliance solution within the Global Cosmetic space providing a complex SaaS based software coupled with regulatory data. While serving as a Director at Ithos, he also served as their Director of Development. | |
Name
|
| |
Age
|
| |
Present Principal Employer and Prior Business Experience
|
|
Steven Wallitt* | | |
58
|
| | Mr. Wallitt, 58, has worked as owner and director of a packaging materials company since 1981. He is responsible for decision making in all areas of the company, including sourcing the best and most efficient methods for achieving maximum profitability and the highest quality standards. He has extensive knowledge in evaluating sales and marketing proposals. Beginning in 2008, he has been an investor in both private and public companies, as well as early-stage public companies with personal investments of $50,000 to more than $3 million. He has consulted for many of these companies in areas ranging from public market strategies, growth strategies, evaluating contract proposals, cost control and evaluating employee responsibilities in order to achieve maximum efficiencies. Since 2014, Mr. Wallitt has been an advisory board member to Redtower Capital, a California-based investment firm where he advises on all aspects of client identification, sales and marketing strategies and profit maximization. Since 2017, he has been a significant investor in Alliance MMA and SCWorx. Mr. Wallitt holds a BA degree in communications from Rider College, Lawrenceville, NJ. | |
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The Board recommends a vote FOR the election of each of the director nominees named above.
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The Board recommends a vote “FOR” the ratification of the selection of WithumSmith + Brown as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.
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Name and Principal Position
|
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Year
|
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Salary
($) |
| |
Bonus
Payments ($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Former | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John Price(1)
Former CFO |
| | | | 2018 | | | | | | 175,000 | | | | | | 25,000 | | | | | | — | | | | | | 122,316 | | | | | | — | | | | | | — | | | | | | 322,316 | | |
| | | 2017 | | | | | | 175,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,000 | | | ||
Paul K. Danner, III(2)
Former CEO, Chairman |
| | | | 2018 | | | | | | 58,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,333 | | |
| | | 2017 | | | | | | 179,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 179,375 | | | ||
Robert L. Mazzeo(3)
Former CEO |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 90,000 | | | | | | 90,000 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,500 | | | | | | — | | | | | | 200,545 | | | | | | 278,045 | | | ||
Ira S. Rainess(4)
Former President |
| | | | 2018 | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 38,500 | | | | | | — | | | | | | 10,000 | | | | | | 98,500 | | |
| | | 2017 | | | | | | 75,462 | | | | | | 10,000 | | | | | | — | | | | | | 53,306 | | | | | | — | | | | | | 12,500 | | | | | | 151,268 | | | ||
Robert Haydak(5)
Former President |
| | | | 2018 | | | | | | 21,904 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 71,904 | | |
| | | 2017 | | | | | | 170,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,000 | | |
| | |
Equity Awards
|
| ||||||||||||||||||||||||||||||
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Equity compensation
plans not approved by shareholders |
| |
Equity compensation
plans approved by shareholders |
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Number of
securities underlying unexercised options exercisable (#) |
| |
Number of
securities underlying unexercised options not exercisable (#) |
| |
Number of
securities underlying unexercised options (#) |
| |
Number of
securities underlying unexercised options not exercisable |
| |
Options
exercise price ($) |
| |
Option
expiration date |
| |||||||||||||||
Former Officers: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James Byrne | | | | | 1,019 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5.89 | | | |
February 1, 2022
|
|
Robert L. Mazzeo | | | | | — | | | | | | — | | | | | | 6,579 | | | | | | — | | | | | $ | 28.50 | | | |
December 2020
|
|
Ira S. Rainess
First Award Second Award |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | — | | | | | | — | | | | | | — | | | | | | 5,264 | | | | | $ | 24.70 | | | |
May 2020
|
| ||
| | | — | | | | | | — | | | | | | — | | | | | | 18,422 | | | | | $ | 4.75 | | | |
December 2021
|
| ||
John Price
First Award Second Award Third Award |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | — | | | | | | — | | | | | | 10,526 | | | | | | — | | | | | $ | 6.84 | | | |
June 2023
|
| ||
| | | — | | | | | | — | | | | | | 10,526 | | | | | | — | | | | | $ | 3.42 | | | |
August 2023
|
| ||
| | | — | | | | | | — | | | | | | 13,159 | | | | | | — | | | | | $ | 5.89 | | | |
September 2023
|
|
Name
|
| |
Year
|
| |
Fees
Earned or paid in cash ($) |
| |
Stock
awards ($) |
| |
Option
awards ($) |
| |
Non-equity
incentive plan compensation ($) |
| |
Non-qualified
deferred compensation earnings ($) |
| |
All other
compensation ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
Current | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Charles K. Miller(1)
Director |
| | | | 2018 | | | | | | — | | | | | | 17,039 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,039 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Former | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mark D. Shefts(2)
Former Director |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Renzo Gracie(3)
Former Director |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Joseph Gamberale(4)
Former Director |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | 93,175 | | | | | | — | | | | | | — | | | | | | — | | | | | | 93,175 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Joel D. Tracy(5)
Former Director |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | 38,175 | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,175 | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Burt Watson(6)
Former Director |
| | | | 2018 | | | | | | 56,400 | | | | | | — | | | | | | 57,263 | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 163,663 | | |
| | | 2017 | | | | | | 133,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 133,200 | | |
Name
|
| |
Age
|
| |
Position
|
|
Marc Schessel | | |
59
|
| | Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors | |
James (Tad) Schweikert | | |
52
|
| | Chief Operating Officer | |
Ira Ritter(1)(2)(3)
|
| |
70
|
| | Director | |
Francis Knuettel II(1)(2)(3)
|
| |
53
|
| | Director | |
Charles K. Miller(1)(2)(3)
|
| |
58
|
| | Director | |
Robert Christie(1)(2)(3)
|
| |
65
|
| | Director | |
Steven Wallitt | | |
58
|
| | Director | |
| | |
Year ended on
December 31, 2018
|
| |
Year ended on
December 31, 2017
|
| ||||||
Audit Fees
|
| | | $ | 365,951 | | | | | $ | 367,795 | | |
Audit-Related Fees
|
| | | | — | | | | | $ | — | | |
Tax Fees
|
| | | $ | — | | | | | $ | — | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | $ | 365,951 | | | | | $ | 367,795 | | |
Named Executive Officers and Directors
|
| |
Common
Stock |
| |
Options/
Warrants |
| |
Total
|
| |
Percentage
Ownership |
| ||||||||||||
Current (as of November 1, 2019) | | | | | | | | | | | | | | | | | | | | | | | | | |
Marc Schessel
|
| | | | 1,088,856 | | | | | | — | | | | | | 1,088,856 | | | | | | 15.2 | | |
Tad Schweikert
|
| | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Ira Ritter
|
| | | | — | | | | | | 12,500 | | | | | | 12,500 | | | | | | * | | |
Francis Knuettel II(7)
|
| | | | 27,210 | | | | | | 25,658 | | | | | | 52,868 | | | | | | * | | |
Charles K. Miller
|
| | | | 3,289 | | | | | | 12,500 | | | | | | 15,789 | | | | | | * | | |
Steven Wallitt(6)
|
| | | | 92,324 | | | | | | 42,681 | | | | | | 135,005 | | | | | | 1.9 | | |
Robert Christie
|
| | | | — | | | | | | 12,500 | | | | | | 12,500 | | | | | | * | | |
Directors and Executive Officers as a Group (6 persons)
|
| | | | 1,211,679 | | | | | | 105,839 | | | | | | 1,317,518 | | | | | | 18.1 | | |
Former | | | | | | | | | | | | | | | | | | | | | | | | | |
Robert L. Mazzeo
|
| | | | — | | | | | | 6,579 | | | | | | 6,579 | | | | | | * | | |
Ira S. Rainess
|
| | | | — | | | | | | 23,686 | | | | | | 23,686 | | | | | | * | | |
Paul K. Danner, III
|
| | | | 7,895 | | | | | | — | | | | | | 7,895 | | | | | | * | | |
Joseph Gamberale(2)
|
| | | | 32,694 | | | | | | 261,078 | | | | | | 293,772 | | | | | | 4.1 | | |
Renzo Gracie
|
| | | | 3,509 | | | | | | — | | | | | | 3,509 | | | | | | * | | |
Joel D. Tracy(3)
|
| | | | 17,645 | | | | | | 8,994 | | | | | | 26,639 | | | | | | * | | |
Burt Watson
|
| | | | 878 | | | | | | — | | | | | | 878 | | | | | | * | | |
Robert J. Haydak, Jr(4)
|
| | | | 13,571 | | | | | | — | | | | | | 13,571 | | | | | | * | | |
Mark D. Shefts(5)
|
| | | | 45,988 | | | | | | 25,154 | | | | | | 71,142 | | | | | | * | | |
John Price
|
| | | | — | | | | | | 34,211 | | | | | | 34,211 | | | | | | * | | |