What changed in this filing

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Item 9A. Controls and Procedures

2020-02-28 compared with 2019-03-01 · 29 added, 52 removed, 138 unchanged (37% of the section changed)

25 unchanged sentences

Incorporated by reference to the portions of our Definitive Proxy Statement entitled “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters - to be updated

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security ownership of certain beneficial owners is incorporated by reference to the portion of our Definitive Proxy Statement entitled “Stock Ownership of Certain Beneficial Owners, Directors and Officers.”

11 unchanged sentences

Any portions of outstanding equity grants under the 2001 Plan that expire or become unexercisable for any reason shall be canceled and shall be unavailable for future issuance.

During 2013 and 2016, the Compensation Committee granted “employee inducement” awards to three then newly hired executives.

During 2016, the Compensation Committee granted “employee inducement” awards to a then newly hired executive.

The awards were granted outside of Safeguard’s existing equity compensation plans in accordance with NYSE rules.

The employee inducement awards consisted of:

(i) options that were outstanding at January 1, 2018 to purchase up to an aggregate of 70,000 shares of Safeguard common stock and (ii) 23,083 shares of restricted stock and 23,083 performance stock units that were granted as inducement awards during 2016.

All of the “employee inducement” awards that were granted as stock options have a per share exercise price equal to the average of the high and low prices of Safeguard common stock on the grant date.

17,500 of such stock options were granted with an eight-year term and 52,500 of such stock options were granted with a 10-year term.

The 23,083 performance stock units were granted with a 10-year term.

During 2018, there were no shares underlying inducement stock options that were exercised, 7,260 shares of restricted stock underlying inducement awards vested and 70,000 of the shares of underlying inducement stock options expired.

Of the shares underlying the “employee inducement” awards that were outstanding at December 31, 2018, (i) 5,900 shares of restricted stock were subject to time-based vesting in eight equal quarterly installments commencing on January 15, 2019, and (ii) 11,799 performance stock units vest based on the aggregate cash produced as a result of monetizations involving certain of our partner companies relative to the amount of cash deployed in connection with such partner companies.

With the exception of the capital-return based vesting provisions, the terms and provisions of the employee inducement awards are substantially the same as equity grants previously awarded to other executives under Safeguard’s equity compensation plans.

The employee inducement awards consisted of 11,799 shares of restricted stock that vested 25% on July 15, 2017, and in 12 equal quarterly installments thereafter and 11,799 performance stock units.

that were granted with a 10-year term and vested based on the aggregate cash produced as a result of monetizations involving certain of our partner companies relative to the amount of cash deployed in connection with such partner companies.

During 2019, of the shares underlying the inducement awards, 737 shares of restricted stock vested, 5,163 shares of restricted stock were forfeited, and 11,799 performance stock units were forfeited.

There were no “employee inducement” awards outstanding at December 31, 2019.

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

10 unchanged sentences

Represents awards granted under the 1999 Equity Compensation Plan and the 2014 Plan and shares available for issuance under the 2014 Plan.

Includes awards granted under the 2001 Plan and 11,799 “employee inducement” awards.

Represents awards granted under the 2001 Plan.

Certain Relationships and Related Transactions, and Director Independence

34 unchanged sentences

Compensation Summary — Non-employee Directors

Agreement by and between Safeguard Scientifics, Inc.

and Stephen Zarrilli dated as of May 28, 2008

Letter Amendment dated December 9, 2008, to Agreement by and between Safeguard Scientifics, Inc.

and Stephen Zarrilli dated as of May 28, 2008