o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to §240.14a-12
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ý
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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1
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Title of each class of securities to which transaction applies:
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2
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Aggregate number of securities to which transaction applies:
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3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4
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Proposed maximum aggregate value of transaction:
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5
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1
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Amount Previously Paid:
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2
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Form, Schedule or Registration Statement No.:
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3
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Filing Party:
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4
|
Date Filed:
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1.
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Election of Directors.
To elect the seven directors named in the Proxy Statement to serve until our Annual Meeting to be held in
2021
, or until their successors are duly elected and qualified.
|
2.
|
Ratification of Selection of Independent Registered Public Accounting Firm.
To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2020
.
|
3.
|
Other Business.
To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
|
Important Notice Regarding Availability of Proxy Materials for the Virtual Annual Meeting on June 24, 2020:
Axonics’ Notice of Annual Meeting of Stockholders, Proxy Statement and
2019 Annual Report to Stockholders are available at www.virtualshareholdermeeting.com/AXNX2020.
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Page
|
|
•
|
Elect seven director nominees to serve until the Annual Meeting to be held in
2021
, or until their successors are duly elected and qualified (Proposal 1);
|
•
|
Ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2020
(Proposal 2); and
|
•
|
To consider and act upon such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
|
•
|
“
FOR
” the election of each of the seven director nominees named in this Proxy Statement to serve until the Annual Meeting of Stockholders to be held in
2021
, or until their successors are duly elected and qualified (Proposal 1); and
|
•
|
“
FOR
” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for fiscal year ending
December 31, 2020
(Proposal 2).
|
•
|
Vote by Internet:
You can vote by proxy over the Internet in advance of the virtual Annual Meeting by following the instructions provided on the proxy card or the voting instruction card provided to you by your broker, if applicable.
|
•
|
Vote by Telephone:
If you requested to receive printed proxy materials, you can vote by telephone in advance of the virtual Annual Meeting pursuant to the instructions provided on the proxy card or by following the voting instruction card provided to you by your broker, if applicable.
|
•
|
Vote in Person at the Annual Meeting:
If you are a stockholder of record, you may attend the Annual Meeting and vote via the virtual meeting website, www.virtualshareholdermeeting.com/AXNX2020, where stockholders may
|
•
|
Election of Directors (Proposal 1) —
Directors will be elected by a plurality of the votes cast with respect to each director’s election at the Annual Meeting, in person or by proxy. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated and, as such, will not have an effect in determining the election results. Similarly, abstentions will have no effect on the outcome of this Proposal. The election of directors is a “non-discretionary” matter under applicable NASDAQ rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the election of directors, your broker is not permitted to vote on this Proposal and your votes will be counted as broker non-votes. Broker non-votes will have no effect in determining which directors are elected at the Annual Meeting.
|
•
|
Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 2) —
Ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2020
will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will be counted toward the tabulation of votes present or represented on this Proposal and will have the same effect as votes against this Proposal. The ratification of BDO USA, LLP is a “discretionary” matter under applicable NASDAQ rules, meaning that if you are the beneficial owner of your shares and do not instruct your broker how to vote with respect to the ratification of BDO USA, LLP, your broker may use its discretion to vote your uninstructed shares on this Proposal. A failure by your broker to vote your uninstructed shares on this Proposal will result in an abstention, which will have the same effect as a vote against this Proposal.
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding common stock.
|
Name and Address of
Beneficial Owner
|
|
Amount and Nature of Shares
Beneficially Owned
|
|
%
|
||
Named Executive Officers and Directors
|
|
|
|
|
||
Raymond W. Cohen
(1)
|
|
662,803
|
|
|
1.91
|
|
Dan L. Dearen
(2)
|
|
293,329
|
|
|
*
|
|
Rinda K. Sama
(3)
|
|
246,960
|
|
|
*
|
|
Raphaël Wisniewski
(4)
|
|
2,957,461
|
|
|
8.57
|
|
Juliet Tammenoms Bakker
(5)
|
|
2,950,833
|
|
|
8.55
|
|
Erik Amble, Ph.D.
(6)
|
|
1,538,384
|
|
|
4.46
|
|
Nancy Snyderman, M.D., FACS
(7)
|
|
19,083
|
|
|
*
|
|
Robert E. McNamara
(8)
|
|
21,500
|
|
|
*
|
|
Michael H. Carrel
(9)
|
|
17,500
|
|
|
*
|
|
Jane E. Kiernan
(10)
|
|
17,083
|
|
|
*
|
|
All executive officers and directors as a group (12 persons)
(11)
|
|
8,887,400
|
|
|
25.74
|
|
Greater than 5% Holders
|
|
|
|
|
||
BioDiscovery 4 FCPR
(12)
|
|
2,957,461
|
|
|
8.57
|
|
Longitude Venture Partners III, L.P.
(13)
|
|
2,933,333
|
|
|
8.50
|
|
Coöperatieve Gilde Healthcare IV U.A.
(14)
|
|
3,133,332
|
|
|
9.08
|
|
Alfred E. Mann Foundation for Scientific Research
(15)
|
|
1,827,568
|
|
|
5.30
|
|
Entities affiliated with Deerfield Management Company
(16)
|
1,794,594
|
|
5.20
|
|
||
Integrated Core Strategies (US) LLC and related persons c/o Millennium Management LLC
(17)
|
1,935,138
|
|
5.61
|
|
||
(1)
|
Includes (i)111,985 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020, and (ii) 8,760 shares of common stock held by the Cielo Trust established March 30, 2018. Mr. Cohen is a trustee of the Cielo Trust established March 30, 2018, and as a result, shares voting and dispositive power over the shares held by it.
|
(2)
|
Includes 236,838 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020.
|
(3)
|
Includes (i) 40,941 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020, (ii) 9,000 shares of common stock held by Mr. Sama's spouse and (iii) 5,725 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Mr. Sama's spouse.
|
(4)
|
Consists of 2,224,128 shares held by BioDiscovery 4 FCPR and 733,333 shares are held of record by BioDiscovery 5. Andera Partners is the manager of BioDiscovery 4 FCPR and Biodiscovery 5 and has voting and dispositive power over the shares held by BioDiscovery 4 FCPR and BioDiscovery 5. Mr. Wisniewski, who was a member of our Board until his resignation on April 28, 2020, is a partner of Andera Partners, and may be deemed to
|
(5)
|
Consists of 2,933,333 shares of common stock held by Longitude Venture Partners III, L.P., 9,167 shares of restricted common stock held by Ms. Tammenoms Bakker, and 8,333 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Ms. Tammenoms Bakker. Longitude Capital Partners III, LLC is the General Partner of Longitude Venture Partners III, L.P. and may be deemed to share voting and investment power over the shares held by Longitude Venture Partners III, L.P. Ms. Tammenoms Bakker, who is a member of our Board, and Patrick G. Enright are managing members of Longitude Capital Partners III, LLC, and may be deemed to share voting and investment power over the shares held by Longitude Venture Partners III, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. The mailing address of Longitude Venture Partners III, L.P. is 2740 Sand Hill Road, 2nd Floor, Menlo Park, California 94025.
|
(6)
|
Consists of 1,520,884 shares held by NeoMed Innovation V L.P., 9,167 shares of restricted common stock held by Mr. Amble, and 8,333 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Mr. Amble. NeoMed Innovation V Limited is the general partner of NeoMed Innovation V L.P. and has voting and dispositive power over the shares held by NeoMed Innovation V L.P. Mr. Amble, who is a member of our Board, is a director of NeoMed Innovation V Limited, and may be deemed to have voting and dispositive power over the shares held by NeoMed Innovation V L.P. Mr. Amble disclaims beneficial ownership of such shares. Mr. Amble and certain of his family members own all of the share capital of AS Fansea, which is a minority stockholder of NeoMed Innovation V L.P. The mailing address of NeoMed Innovation V L.P. is 13 Castle Street, St. Helier, Y9 JE4 5UT.
|
(7)
|
Consists of 9,083 shares of restricted common stock held by Dr. Snyderman and 10,000 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Dr. Snyderman.
|
(8)
|
Consists of 9,167 shares of restricted common stock held by Mr. McNamara and 8,333 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Mr. McNamara.
|
(9)
|
Consists of 7,500 shares of restricted common stock held by Mr. Carrel and 10,000 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Mr. Carrel.
|
(10)
|
Consists of 7,083 shares of restricted common stock held by Ms. Kiernan and 10,000 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020 held by Ms. Kiernan.
|
(11)
|
Includes 542,937 shares of common stock underlying stock options exercisable within 60 days of April 28, 2020.
|
(12)
|
See footnote (4) above.
|
(13)
|
Longitude Capital Partners III, LLC is the General Partner of Longitude Venture Partners III, L.P. and may be deemed to share voting and investment power over the shares held by Longitude Venture Partners III, L.P. Ms. Tammenoms Bakker, who is a member of our Board, and Patrick G. Enright are managing members of Longitude Capital Partners III, LLC, and may be deemed to share voting and investment power over the shares held by Longitude Venture Partners III, L.P. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her pecuniary interest therein. The mailing address of Longitude Venture Partners III, L.P. is 2740 Sand Hill Road, 2nd Floor, Menlo Park, California 94025.
|
(14)
|
Geoff Pardo, who previously served as a member of our Board until March 2019, is a partner of Coöperatieve Gilde Healthcare IV U.A., and may be deemed to have voting and dispositive power over the shares held by Coöperatieve Gilde Healthcare IV U.A. The mailing address of Coöperatieve Gilde Healthcare IV U.A. is 222 Third Street, Suite 1321, Cambridge, Massachusetts 02142, c/o Gilde Healthcare Partners. The beneficial ownership information in the table is based solely on the Schedule 13D filed by the holder on December 10, 2019.
|
(15)
|
John Petrovich, who previously served as a member of our Board until February 2019, is the President, Chief Executive Officer, Senior Vice President of Business Development, and General Counsel of Alfred E. Mann Foundation for Scientific Research (“AMF”), and may be deemed to have voting and dispositive power over the shares held by AMF. Mr. Petrovich disclaims beneficial ownership of such shares. The mailing address of AMF is 25134 Rye Canyon Loop, Santa Clarita, California 91355. The beneficial ownership information in the table is based solely on the Schedule 13G filed by the holder on February 6, 2020.
|
(16)
|
Consists of shares of common stock held by Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner. Deerfield Management Company, L.P. is the investment advisor of Deerfield Partners, L.P. Mr. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Each of Deerfield Management Company, L.P. and Mr. James E. Flynn may be deemed to beneficially own the securities held by both of the funds. The mailing address of James E. Flynn, Deerfield Mgmt, L.P., and Deerfield Management Company, L.P. is 780 Third Avenue, 37th Floor, New York, NY 10017. The beneficial ownership information in the table is based solely on the Schedule 13G filed by the holder on March 24, 2020.
|
(17)
|
Consists of shares of common stock held by Integrated Core Strategies (US) LLC (“Integrated Core Strategies”), a Cayman Islands limited liability company. Millennium International Management LP (“Millennium International Management”) is the investment manager to Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management LLC (“Millennium Management”) is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management LLC (“Millennium Group Management”) is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The managing member of Millennium Group Management is a trust of which Israel A. Englander currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. The mailing address of Integrated Core Strategies is 666 Fifth Avenue, New York, New York 10103. The beneficial ownership information in the table is based solely on the Schedule 13G filed by the holder on January 13, 2020.
|
|
|
Initial Closing
|
|
Second Closing
|
|
Third Closing
|
|
|
|
|||||||||||||||||||
Participants
|
|
Shares of
Series C
Preferred
Stock
|
|
Aggregate
Purchase
Price
|
|
Shares of
Series C
Preferred
Stock
|
|
Aggregate
Purchase
Price
|
|
Shares of
Series C
Preferred
Stock
|
|
Aggregate
Purchase
Price
|
|
Total
Shares
Purchased
|
|
Aggregate
Purchase
Price
|
||||||||||||
Greater than 5% Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
BioDiscovery 4 FCPR
(1)
|
|
545,197
|
|
|
$
|
4,906,773
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
545,197
|
|
|
$
|
4,906,773
|
|
NeoMed Innovation V L.P.
(2)
|
|
308,155
|
|
|
$
|
2,773,395
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
308,155
|
|
|
$
|
2,773,395
|
|
Noble Prestige Holdings Limited
|
|
111,111
|
|
|
$
|
999,999
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
111,111
|
|
|
$
|
999,999
|
|
Advent Life Sciences Fund II LLP
(3)(4)
|
|
349,457
|
|
|
$
|
3,145,113
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
349,457
|
|
|
$
|
3,145,113
|
|
Coöperatieve Gilde Healthcare IV U.A.
(5)
|
|
—
|
|
|
$
|
—
|
|
|
1,666,666
|
|
|
$
|
14,999,994
|
|
|
222,222
|
|
|
$
|
1,999,998
|
|
|
1,888,888
|
|
|
$
|
16,999,992
|
|
Longitude Venture Partners III, L.P.
(6)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2,000,000
|
|
|
$
|
18,000,000
|
|
|
2,000,000
|
|
|
$
|
18,000,000
|
|
(1)
|
Raphaël Wisniewski, who was a member of our Board at the time of the sale of shares of Series C preferred stock, is a Partner of Andera Partners, which is the Manager of BioDiscovery 4 FCPR.
|
(2)
|
Erik Amble, Ph.D., who is a member of our Board, is the Chair of NeoMed Innovation V L.P.
|
(3)
|
Includes 12,010 shares of Series C preferred stock purchased in the initial closing by Advent Life Sciences LLP.
|
(4)
|
Shahzad Malik, M.B. BChir, who was a member of our Board at the time of the sale of shares of Series C preferred stock, is a General Partner of Advent Life Sciences LLP, which is the General Partner of Advent Life Sciences Fund II LLP.
|
(5)
|
Geoff Pardo, who was a member of our Board at the time of the sale of shares of our Series C Preferred Stock, is a Partner of Gilde Healthcare Partners, an entity affiliated with Coöperatieve Gilde Healthcare IV U.A.
|
(6)
|
Juliet Tammenoms Bakker, who is a member of our Board, is a Managing Member of Longitude Capital Partners III, LLC, which is the General Partner of Longitude Venture Partners III, L.P.
|
Executive Officers and Directors
|
|
Date of Loan
|
|
Principal Amount
|
Options
Exercised
|
Exercise
Price
|
Balance as of
October 4, 2018
|
||||||||||
Raymond W. Cohen
|
|
4/21/2015
|
|
$
|
115,052.28
|
|
119,020
|
|
$
|
0.97
|
|
$
|
132,953.15
|
|
|||
|
1/15/2016
|
|
$
|
335,918.70
|
|
344,532
|
|
$
|
0.98
|
|
$
|
377,043.43
|
|
||||
|
5/23/2017
|
|
$
|
91,132.82
|
|
69,215
|
|
$
|
1.32
|
|
$
|
96,739.36
|
|
||||
|
7/5/2017
|
|
$
|
54,541.60
|
|
41,424
|
|
$
|
1.32
|
|
$
|
57,607.88
|
|
||||
|
8/25/2017
|
|
$
|
106,761.70
|
|
75,362
|
|
$
|
1.42
|
|
$
|
112,092.47
|
|
||||
Dan L. Dearen
|
|
11/30/2015
|
|
$
|
76,747.92
|
|
79,395
|
|
$
|
0.97
|
|
$
|
86,579.01
|
|
|||
Karen Noblett, M.D.
|
|
8/15/2017
|
|
$
|
56,270.00
|
|
39,720
|
|
$
|
1.42
|
|
$
|
59,149.02
|
|
|||
Prabodh Mathur
|
|
6/24/2015
|
|
$
|
52,461.00
|
|
54,270
|
|
$
|
0.97
|
|
$
|
60,209.42
|
|
|||
|
1/15/2016
|
|
$
|
109,000.71
|
|
111,796
|
|
$
|
0.98
|
|
$
|
122,345.08
|
|
||||
|
5/26/2017
|
|
$
|
30,787.88
|
|
23,384
|
|
$
|
1.32
|
|
$
|
32,670.58
|
|
||||
|
8/15/2017
|
|
$
|
17,661.24
|
|
13,414
|
|
$
|
1.32
|
|
$
|
18,564.87
|
|
||||
|
8/28/2017
|
|
$
|
34,571.20
|
|
24,404
|
|
$
|
1.42
|
|
$
|
36,284.61
|
|
||||
Guangqiang (Jay) Jiang, Ph.D.
|
|
6/18/2015
|
|
$
|
45,974.28
|
|
47,560
|
|
$
|
0.97
|
|
$
|
52,798.63
|
|
|||
|
1/15/2016
|
|
$
|
80,443.35
|
|
82,506
|
|
$
|
0.98
|
|
$
|
90,291.60
|
|
||||
|
7/22/2017
|
|
$
|
17,661.24
|
|
13,414
|
|
$
|
1.32
|
|
$
|
18,617.12
|
|
||||
|
7/22/2017
|
|
$
|
30,787.88
|
|
23,384
|
|
$
|
1.32
|
|
$
|
32,454.22
|
|
||||
John Woock, Ph.D.
|
|
11/5/2015
|
|
$
|
14,500.00
|
|
15,000
|
|
$
|
0.97
|
|
$
|
16,402.08
|
|
|||
|
2/9/2016
|
|
$
|
66,331.98
|
|
68,033
|
|
$
|
0.98
|
|
$
|
74,248.20
|
|
||||
|
5/28/2017
|
|
$
|
18,471.78
|
|
14,030
|
|
$
|
1.32
|
|
$
|
19,596.79
|
|
||||
Michael V. Williamson
|
|
11/24/2015
|
|
$
|
52,461.00
|
|
54,270
|
|
$
|
0.97
|
|
$
|
59,219.85
|
|
|||
|
2/15/2016
|
|
$
|
109,000.71
|
|
111,796
|
|
$
|
0.98
|
|
$
|
121,928.49
|
|
||||
Rinda K. Sama
|
|
7/14/2015
|
|
$
|
34,974.00
|
|
36,180
|
|
$
|
0.97
|
|
$
|
40,053.37
|
|
|||
|
1/28/2016
|
|
$
|
72,667.53
|
|
74,531
|
|
$
|
0.98
|
|
$
|
81,447.36
|
|
||||
|
5/25/2017
|
|
$
|
59,112.54
|
|
44,896
|
|
$
|
1.32
|
|
$
|
62,734.60
|
|
||||
|
8/24/2017
|
|
$
|
33,467.56
|
|
25,419
|
|
$
|
1.32
|
|
$
|
35,142.77
|
|
||||
|
8/26/2017
|
|
$
|
65,507.80
|
|
46,241
|
|
$
|
1.42
|
|
$
|
68,770.63
|
|
||||
Total
|
$
|
1,965,944.59
|
|
•
|
the risks, costs and benefits to us;
|
•
|
the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
|
•
|
the terms of the transaction;
|
•
|
the availability of other sources for comparable services or products; and
|
•
|
the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.
|
Name
|
|
Age
|
|
Position(s)
|
|
Raymond W. Cohen
|
|
61
|
|
|
Chief Executive Officer, Director
|
Dan L. Dearen
|
|
57
|
|
|
President, Chief Financial Officer
|
Rinda K. Sama
|
|
41
|
|
|
Chief Operating Officer
|
Alfred Ford
|
|
49
|
|
|
Chief Commercial Officer
|
John Woock, Ph.D.
|
|
37
|
|
|
Chief Marketing Officer
|
•
|
possess fundamental qualities of intelligence, honesty, perceptiveness, maturity, integrity, fairness and responsibility;
|
•
|
have a genuine interest in Axonics and recognize that as a member of the Board, each director is accountable to all of our stockholders, not to any particular interest group;
|
•
|
be of the highest ethical character and share the values of Axonics as reflected in our Code of Conduct;
|
•
|
be highly accomplished in his or her field, with superior credentials and recognition;
|
•
|
possess sound business judgment, be able to work effectively with others, have sufficient time to devote to our affairs; and be free from conflicts of interest; and
|
•
|
have independent opinions and be willing to state them in a constructive manner.
|
Name
|
|
Age
|
|
Position(s)
|
Serving Since
|
||
Raymond W. Cohen
|
61
|
|
Chief Executive Officer, Director
|
2013
|
|||
Erik Amble, Ph.D.
|
68
|
|
Director
|
2014
|
|||
Juliet Tammenoms Bakker
|
58
|
|
Director
|
2018
|
|||
Robert E. McNamara
|
63
|
|
Director
|
2018
|
|||
Michael H. Carrel
|
49
|
|
Director
|
2019
|
|||
Nancy Snyderman, M.D., FACS
|
68
|
|
Director
|
2019
|
|||
Jane E. Kiernan
|
59
|
|
Director
|
2019
|
Annual Retainer (All)
|
$40,000
|
Additional Annual Retainer for Chairman of the Board
|
$30,000
|
Additional Annual Retainer for Audit Committee Chairperson
|
$16,000
|
Additional Annual Retainer for Compensation Committee Chairperson
|
$12,000
|
Additional Annual Retainer for Nominating & Corporate Governance Committee Chairperson
|
$8,000
|
Additional Annual Retainer for Audit Committee Member (other than Chairperson)
|
$8,000
|
Additional Annual Retainer for Compensation Committee Member (other than Chairperson)
|
$6,000
|
Additional Annual Retainer for Nominating & Corp. Gov. Committee Member (other than Chairperson)
|
$4,000
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Stock
Awards
(1)(13)
|
|
Option
Awards
(2)(13)
|
|
Total
|
Raphaël Wisniewski
(3)
|
|
$70,000
|
|
—
|
|
—
|
|
$70,000
|
Erik Amble, Ph.D.
(4)
|
|
$47,000
|
|
$232,429
|
|
$285,652
|
|
$565,081
|
Juliet Tammenoms Bakker
(5)
|
|
$54,000
|
|
$232,429
|
|
$285,652
|
|
$572,081
|
Michael H. Carrel
(6)
|
|
$38,500
|
|
$189,500
|
|
$235,443
|
|
$463,443
|
Jane E. Kiernan
(7)
|
|
$35,025
|
|
$176,230
|
|
$218,114
|
|
$429,369
|
Robert E. McNamara
(8)
|
|
$59,000
|
|
$232,429
|
|
$285,652
|
|
$577,081
|
Nancy Snyderman, M.D., FACS
(9)
|
|
$32,106
|
|
$176,230
|
|
$218,114
|
|
$426,450
|
Shahzad Malik
(10)
|
$11,500
|
—
|
|
—
|
|
$11,500
|
||
Geoff Pardo
(11)
|
$12,000
|
—
|
|
—
|
|
$12,000
|
||
John Petrovich
(12)
|
|
$8,000
|
|
—
|
|
—
|
|
$8,000
|
(1)
|
Represents the grant date fair value of restricted stock awards calculated in accordance with FASB ASC Topic 718 calculated based on closing price of our common stock on the day of the grant date of the restricted stock awards multiplied by the number of shares granted. Except as set forth below, restricted stock awards are subject to time-based vesting as described above. These amounts do not represent cash payments or proceeds actually received by the directors and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares. For fair value assumptions refer to Note 6 to our financial statements included in our Annual Report on Form 10-K.
|
(2)
|
Represents the grant date fair value of the stock option awards calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. Except as set forth below, stock options are subject to time-based vesting as described above. These amounts do not represent cash payments or proceeds actually received by the directors and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares. For fair value assumptions refer to Note 6 to our financial statements included in our Annual Report on Form 10-K.
|
(3)
|
Mr. Wisniewski served as Chairman of the Board and Chairman of the compensation committee until his resignation on April 28, 2020. Mr. Wisniewski’s role in a venture capital fund prevented him from accepting equity compensation, as a policy of that fund.
|
(4)
|
Dr. Amble serves as a member of the audit committee. Dr. Amble was granted (i) 3,333 option shares on June 27, 2019, exercisable at $37.15 per share, which vested on August 19, 2019; (ii) 10,000 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18,
|
(5)
|
Ms. Tammenoms Bakker serves as Chairperson of the nominating and corporate governance committee, and as a member of the compensation committee. Effective April 28, 2020, Ms. Tammenoms Bakker also serves as Chairperson of the compensation committee. Ms. Tammenoms Bakker was granted (i) 3,333 option shares on June 27, 2019, exercisable at $37.15 per share, which vested on August 19, 2019; (ii) 10,000 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18, 2020; (iii) 1,667 restricted shares valued at $37.15 per share on June 27, 2019, which vested on August 19, 2019; and (iv) 5,000 restricted shares valued at $34.10 per share on August 22, 2019, which will vest in full on August 18, 2020.
|
(6)
|
Mr. Carrel serves as a member of the compensation committee and effective April 28, 2020 as Chairman of the Board. Mr. Carrel was granted (i)10,000 option shares on February 27, 2019, exercisable at $20.85 per share, which vested on February 27, 2020; (ii) 5,000 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18, 2020; (iii) 5,000 restricted shares valued at $20.85 per share on February 27, 2019, which vested on February 27, 2020; and (iv) 2,500 restricted shares valued at $34.10 per share on August 22, 2019, which will vest in full on August 18, 2020.
|
(7)
|
Ms. Kiernan serves as a member of the audit committee. Ms. Kiernan was granted (i) 10,000 option shares on April 8, 2019, exercisable at $21.04 per share, which vested on April 8, 2020; (ii) 4,167 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18, 2020; (iii) 5,000 restricted shares valued at $21.04 per share on April 8, 2019, which vested on April 8, 2020; and (iv) 2,083 restricted shares valued at $34.10 per share on August 22, 2019, which will vest in full on August 18, 2020.
|
(8)
|
Mr. McNamara serves as Chairman of the audit committee and as a member of the nominating and corporate governance committee. Mr. McNamara was granted (i) 3,333 option shares on June 27, 2019, exercisable at $37.15 per share, which vested on August 19, 2019; (ii) 10,000 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18, 2020; (iii) 1,667 restricted shares valued at $37.15 per share on June 27, 2019, which vested on August 19, 2019; and (iv) 5,000 restricted shares valued at $34.10 per share on August 22, 2019, which will vest in full on August 18, 2020.
|
(9)
|
Dr. Snyderman serves as a member of the nominating and corporate governance committee and effective April 28, 2020 as member of the compensation committee. Dr. Snyderman was granted (i) 10,000 option shares on April 8, 2019, exercisable at $21.04 per share, which vested on April 8, 2020; (ii) 4,167 option shares on August 22, 2019, exercisable at $34.10 per share, which will vest in full on August 18, 2020; (iii) 5,000 restricted shares valued at $21.04 per share on April 8, 2019, which vested on April 8, 2020; and (iv) 2,083 restricted shares valued at $34.10 per share on August 22, 2019, which will vest in full on August 18, 2020.
|
(10)
|
Mr. Malik previously served as a member of the compensation committee. Mr. Malik left the Board in early April 2019 and was paid pro-rated compensation through the end of March 2019.
|
(11)
|
Mr. Pardo previously served as a member of the audit committee. Mr. Pardo left the Board in early April 2019 and was paid pro-rated compensation through the end of March 2019.
|
(12)
|
Mr. Petrovich previously served as a member of the audit committee. Mr. Petrovich left the Board in late February 2019 and was paid pro-rated compensation through the end of February 2019.
|
(13)
|
The aggregate number of shares of restricted stock and stock options held as of
December 31, 2019
by each non-employee director serving on the Board as of such date were as follows:
|
Name
|
|
Aggregate Number of Shares of Restricted Stock
|
|
Aggregate Number of Shares Underlying Outstanding Stock Options
|
Raphaël Wisniewski
|
|
—
|
|
—
|
Erik Amble, Ph.D.
|
|
9,167
|
|
18,333
|
Juliet Tammenoms Bakker
|
|
9,167
|
|
18,333
|
Michael H. Carrel
|
|
7,500
|
|
15,000
|
Jane E. Kiernan
|
|
7,083
|
|
14,167
|
Robert E. McNamara
|
|
9,167
|
|
18,333
|
Nancy Snyderman, M.D., FACS
|
|
7,083
|
|
14,167
|
Fee Category
|
|
Year Ended
December 31, 2019 |
|
Year Ended
December 31, 2018 |
||||
Audit Fees
|
|
$
|
331,183
|
|
$
|
283,291
|
|
Name
|
Audit
Committee
|
Compensation
Committee
|
Nominating and
Corporate Governance Committee |
|||
Erik Amble, Ph.D.
|
M
|
|||||
Juliet Tammenoms Bakker
|
C
|
C
|
||||
Michael H. Carrel
|
M
|
|||||
Raymond W. Cohen
|
||||||
Jane E. Kiernan
|
M
|
|||||
Robert E. McNamara
|
C
|
M
|
||||
Nancy Snyderman, M.D., FACS
|
M
|
M
|
•
|
evaluating the performance, independence and qualifications of our independent registered public accounting firm and determining whether to retain our existing independent registered public accounting firm or engage a new independent registered public accounting firm;
|
•
|
reviewing and approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;
|
•
|
reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent registered public accounting firm and management;
|
•
|
reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;
|
•
|
reviewing and approving related party transactions;
|
•
|
reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and
|
•
|
reviewing and evaluating the performance of our audit committee, including compliance of the committee with its charter.
|
•
|
reviewing, and making recommendations to our full Board annually regarding, the corporate goals and objectives applicable to the compensation of our Chief Executive Officer, evaluate at least annually our Chief Executive Officer’s performance in light of those goals and objectives, and recommend to our Board our Chief Executive Officer’s compensation level based on our compensation committee’s evaluation, including discretionary bonuses and cash incentive awards;
|
•
|
reviewing, modifying and approving (or if it deems appropriate, making recommendations to our full Board regarding), our overall compensation strategy and policies;
|
•
|
reviewing, and making recommendations to our full Board annually regarding, the compensation, discretionary bonus, cash incentive awards, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers;
|
•
|
reviewing, and approving (or if it deems appropriate, making recommendations to our full Board regarding), the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;
|
•
|
reviewing, and making recommendations to our full Board regarding, the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;
|
•
|
reviewing, and making recommendations to our full Board regarding, director compensation; and
|
•
|
preparing the compensation report that the SEC requires in our annual proxy statement.
|
•
|
identifying, reviewing, evaluating, and recommending candidates to serve on our Board and committees of our Board consistent with criteria approved by our Board;
|
•
|
evaluating director performance on our Board and committees of our Board and determining whether continued service on our Board and such committees is appropriate;
|
•
|
evaluating, nominating, and recommending individuals for membership on our Board; and
|
•
|
evaluating nominations by stockholders of candidates for election to our Board.
|
•
|
Raymond W. Cohen, Chief Executive Officer
|
•
|
Dan L. Dearen, President and Chief Financial Officer
|
•
|
Rinda K. Sama, Chief Operating Officer
|
Name
|
|
Year
|
Salary ($)
|
Bonus ($)
(6)
|
|
Stock
Awards ($)
(1)
|
Option
Awards ($)
(2)
|
All Other
Compensation
($)
|
|
Total ($)
|
||||||||||
Raymond W. Cohen
|
|
2019
|
500,000
|
|
350,000
|
|
|
1,876,223
|
|
3,400,215
|
|
21,200
|
|
(3)
|
6,147,638
|
|
||||
|
2018
|
430,000
|
|
—
|
|
—
|
184,472
|
|
787,436
|
|
(3)
|
1,401,908
|
|
|||||||
Dan L. Dearen
|
|
2019
|
410,000
|
|
205,000
|
|
|
900,581
|
|
1,632,113
|
|
21,200
|
|
(4)
|
3,168,894
|
|
||||
|
2018
|
350,000
|
|
—
|
|
—
|
76,424
|
|
97,579
|
|
(4)
|
524,003
|
|
|||||||
Rinda K. Sama
|
|
2019
|
350,000
|
|
175,000
|
|
|
637,931
|
|
1,156,082
|
|
11,200
|
|
(5)
|
2,330,213
|
|
||||
|
2018
|
278,750
|
|
—
|
|
—
|
27,671
|
|
299,149
|
|
(5)
|
605,570
|
|
(1)
|
Represents the aggregate grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718 calculated based on closing price of our common stock on the day of the grant date of the restricted stock awards multiplied by the number of shares granted. Equity awards are subject to vesting as described below under “—Equity Compensation Plan Awards.” These amounts do not represent cash payments or proceeds actually received by the executives and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares. For fair value assumptions refer to Note 6 to our financial statements included in our Annual Report on Form 10-K.
|
(2)
|
Represents the aggregate grant date fair value of the stock option awards calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. Stock options are subject to time-based vesting as described below under “—Equity Compensation Plan Awards.” These amounts do not represent cash payments or proceeds actually received by the executives and the actual values they realize may be materially different from these reported amounts upon their sale of the underlying shares. For fair value assumptions refer to Note 6 to our financial statements included in our Annual Report on Form 10-K.
|
(3)
|
2019 amounts reflect company matching contributions to our 401(k) plan of $11,200 and automobile allowances paid in the amounts of $10,000. 2018 amounts reflect loan forgiveness in the amount of $776,436 and company matching contributions to our 401(k) plan of $11,000.
|
(4)
|
2019 amounts reflect company matching contributions to our 401(k) plan of $11,200 and automobile allowances paid in the amounts of $10,000. 2018 amounts reflect loan forgiveness in the amount of $86,579 and company matching contributions to our 401(k) plan of $11,000.
|
(5)
|
2019 amounts reflect company matching contributions to our 401(k) plan of $11,200. 2018 amounts reflect loan forgiveness in the amount of $288,149 and company matching contributions to our 401(k) plan of $11,000.
|
(6)
|
The amounts in this column for 2019 reflect the annual cash bonuses paid in January 2020 with respect to 2019 achievements. For additional information, see “Narrative to Summary Compensation Table.”
|
Target
|
||||
Executive
|
|
2018
|
2019
|
|
Raymond W. Cohen
|
|
—
|
70%
|
|
Dan L. Dearen
|
|
—
|
50%
|
|
Rinda K. Sama
|
|
—
|
50%
|
Executive
|
|
2019 Target Cash Bonus (as a Percentage of 2019 Base Salary)
|
2019 Actual Cash Bonus
|
|
Raymond W. Cohen
|
|
$350,000 (70%)
|
$350,000
|
|
Dan L. Dearen
|
|
$205,000 (50%)
|
$205,000
|
|
Rinda K. Sama
|
|
$175,000 (50%)
|
$175,000
|
•
|
One-half of the restricted stock units granted to our named executive officers in 2019 were Performance-based units (the “TSR Performance-Based Units”) tied to our relative total stockholder return (“TSR”) performance. The number of TSR Performance-Based Units earned will be tied to our TSR as compared to the TSR of the peer group measured over a two-year performance period (January 1, 2019-December 31, 2020 for 2019 compensation grants and January 1, 2020-December 31, 2021 for 2020 compensation grants). To earn at least the target number of TSR Performance-Based Units, our relative TSR ranking for the two-year performance period must be at or above the 50th percentile of the peer group. If our relative TSR ranking is below the 30th percentile of the peer group, no TSR Performance-Based Units will be earned. If our relative TSR ranking is at the 30th percentile of the peer group, then 25% of the target number of TSR Performance-Based Units will be earned. If our relative TSR ranking is at or above the 80th percentile of the peer group, a maximum of 200% of the target number of TSR Performance-Based Units will be earned. For relative TSRs between the 30th percentile and the 50th percentile, or between the 50th percentile and the 80th percentile, the number of TSR Performance-Based Units earned will be determined by means of linear interpolation.
|
•
|
One-half of the restricted stock units granted to our named executive officers in 2019 were tied to operational objectives measured over a one-year performance period (January 1, 2019-December 31, 2020 for 2019 compensation grants and January 1, 2020-December 31, 2020 for 2020 compensation grants). The shares are earned in full of objectives are met, or if objectives are not met then no shares are earned. The objectives are primarily based on (i) regulatory related objectives; (ii) annual revenue; (iii) operational metrics of units produced; (iv) product development of next generation systems; and (v) sales hiring. The shares related to 2019 compensation were adjudicated by the Compensation Committee in December 2019 as earned in full.
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(1)
|
|||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Type of Award
|
|
Threshold (#)
|
Target (#)
|
|
Maximum (#)
|
All Other Stock Awards: Number of Shares of Stock (#)
|
|
All Other Option Awards: Number of Underlying Options (#)
|
Option
Exercise
Price
($)
|
Grant Date Fair Value of Stock and Option Awards ($) (5)
|
|||||||||||
Raymond W. Cohen
|
|
1/30/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
|
222,222
|
|
(2)
|
14.19
|
|
2,033,696
|
|
|||||
|
1/30/2019
|
|
Restricted Stock Unit
|
—
|
|
16,667
|
|
16,667
|
|
16,667
|
|
(3)
|
—
|
|
—
|
|
|
|
|||||||
1/30/2019
|
|
Restricted Stock Unit
|
4,166
|
|
16,667
|
|
33,334
|
|
16,667
|
|
(4)
|
—
|
|
—
|
|
|
|
||||||||
|
12/12/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
|
78,125
|
|
(2)
|
25.82
|
|
1,366,519
|
|
||||||
12/12/2019
|
Restricted Stock Unit
|
—
|
|
27,173
|
|
27,173
|
|
27,173
|
|
(3)
|
—
|
|
—
|
|
|||||||||||
|
|
12/12/2019
|
|
Restricted Stock Unit
|
|
6,793
|
|
27,173
|
|
|
54,346
|
|
27,173
|
|
(4)
|
—
|
|
—
|
|
|
|
||||
Dan L. Dearen
|
|
1/30/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
|
106,667
|
|
(2)
|
14.19
|
|
976,183
|
|
|||||
|
1/30/2019
|
|
Restricted Stock Unit
|
—
|
|
8,000
|
|
8,000
|
|
8,000
|
|
(3)
|
—
|
|
—
|
|
|||||||||
|
1/30/2019
|
|
Restricted Stock Unit
|
2,000
|
|
8,000
|
|
16,000
|
|
8,000
|
|
(4)
|
—
|
|
|||||||||||
12/12/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
37,500
|
|
(2)
|
25.82
|
|
655,929
|
|
||||||||
12/12/2019
|
Restricted Stock Unit
|
—
|
|
13,043
|
|
13,043
|
|
13,043
|
|
(3)
|
—
|
|
—
|
|
|||||||||||
|
|
12/12/2019
|
|
Restricted Stock Unit
|
|
3,260
|
|
13,043
|
|
|
26,086
|
|
13,043
|
|
(4)
|
—
|
|
—
|
|
|
|
||||
Rinda K. Sama
|
|
1/30/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
|
75,555
|
|
(2)
|
14.19
|
|
691,456
|
|
|||||
|
1/30/2019
|
|
Restricted Stock Unit
|
—
|
|
5,667
|
|
5,667
|
|
5,667
|
|
(3)
|
—
|
|
—
|
|
|||||||||
1/30/2019
|
|
Restricted Stock Unit
|
1,416
|
|
5,667
|
|
11,334
|
|
5,667
|
|
(4)
|
—
|
|
—
|
|
||||||||||
12/12/2019
|
|
Stock option
|
—
|
|
—
|
|
—
|
|
—
|
|
26,563
|
|
(2)
|
25.82
|
|
464,626
|
|
||||||||
12/12/2019
|
Restricted Stock Unit
|
—
|
|
9,239
|
|
9,239
|
|
9,239
|
|
(3)
|
—
|
|
—
|
|
|||||||||||
|
12/12/2019
|
|
Restricted Stock Unit
|
2,309
|
|
9,239
|
|
18,478
|
|
9,239
|
|
(4)
|
—
|
|
—
|
|
(1)
|
All of the options have been granted under the 2018 Plan.
|
(2)
|
One-fourth of the options vest on the one-year anniversary of the grant date and the remaining three-fourths vest in equal monthly installments over the three years after the first anniversary of the vesting commencement date, subject to continuous service through each vesting date.
|
(3)
|
These awards vest either 0% or 100% if our operational objectives are not satisfied or satisfied, as defined and adjudicated by the Board. The vesting date is one-year from the grant date, subject to continuous service through the vesting date.
|
(4)
|
These awards vest as to 100% if our relative TSR ranking measured over a two-year performance period is at or above at least the 50th percentile and vest as to 200% if our relative TSR ranking over such period is at or above at least the 80th percentile. These awards do not vest to the extent that our relative TSR ranking over such period is below the 30th percentile. If our relative TSR ranking is at the 30th percentile of the peer group, then 25% of the target number of TSR Performance-Based Units will be earned. For relative TSR’s between the 30th percentile and the 50th percentile, or between the 50th percentile and the 80th percentile, the vesting will be determined by means of linear interpolation.
|
(5)
|
The amounts in this column reflect the aggregate grant date fair value of the respective awards in accordance with FASB ASC Topic 718. For fair value assumptions refer to Note 6 to our financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 4, 2020.
|
Option Awards
(1)
|
Stock Awards
|
|||||||||||||||||||||||||||||
|
|
|
|
|
Number of Securities Underlying Unexercised Options
|
|
|
|
|
|
Number
of
shares
of stock
that
have
not
vested
(#)
|
|
Market
value of
shares
of stock
that
have
not
vested
($)
|
|
Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)
|
|||||||||||||
Name
|
|
Grant Date
|
|
Vesting Commencement Date
|
|
Exercisable (#)
|
|
Unexercisable (#)
|
Option Exercise Price
($)
|
Option
Expiration
Date
|
|
|||||||||||||||||||
Raymond W. Cohen
|
|
03/14/2014
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
|
01/15/2016
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
|
05/23/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,066
|
|
(2)(4)
|
639,159
|
|
||||||||||
|
07/05/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,531
|
|
(2)(4)
|
430,364
|
|
||||||||||
|
08/25/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,255
|
|
(2)(4)
|
782,946
|
|
||||||||||
03/30/2018
|
|
3/30/2018
|
|
77,003
|
|
90,997
|
|
(2)(3)
|
$
|
1.63
|
|
03/30/2028
|
|
—
|
|
|||||||||||||||
01/30/2019
|
|
1/30/2019
|
|
—
|
|
222,222
|
|
(5)
|
$
|
14.19
|
|
01/30/2029
|
|
—
|
|
|||||||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
78,125
|
|
(5)
|
$
|
25.82
|
|
12/12/2029
|
|
—
|
|
|||||||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
16,667
|
|
(6)
|
461,843
|
|
||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,166
|
|
(7)
|
115,440
|
|
||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
27,173
|
|
(6)
|
752,964
|
|
||||||||||
|
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
6,793
|
|
(7)
|
188,234
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Dan L. Dearen
|
|
03/14/2014
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|||||||||||||
|
01/15/2016
|
|
01/15/2016
|
|
137,381
|
|
—
|
|
$
|
0.98
|
|
01/15/2026
|
|
—
|
|
|||||||||||||||
|
05/23/2017
|
|
05/23/2017
|
|
25,883
|
|
12,934
|
|
(2)(3)
|
$
|
1.32
|
|
05/23/2027
|
|
—
|
|
||||||||||||||
|
07/05/2017
|
|
07/05/2017
|
|
15,341
|
|
9,199
|
|
(2)(3)
|
$
|
1.32
|
|
07/05/2027
|
|
—
|
|
||||||||||||||
|
08/25/2017
|
|
07/21/2017
|
|
27,904
|
|
16,740
|
|
(2)(3)
|
$
|
1.42
|
|
08/25/2027
|
|
—
|
|
||||||||||||||
3/30/2018
|
|
3/30/2018
|
|
31,903
|
|
37,697
|
|
(2)(3)
|
$
|
1.63
|
|
3/30/2028
|
|
—
|
|
|||||||||||||||
01/30/2019
|
|
1/30/2019
|
|
—
|
|
106,667
|
|
(5)
|
$
|
14.19
|
|
01/30/2029
|
|
—
|
|
|||||||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
37,500
|
|
(5)
|
$
|
25.82
|
|
12/12/2029
|
|
—
|
|
|||||||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
8,000
|
|
(6)
|
221,680
|
|
||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
2,000
|
|
(7)
|
55,420
|
|
||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
13,043
|
|
(6)
|
361,422
|
|
||||||||||
|
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3,260
|
|
(7)
|
90,335
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Rinda K. Sama
|
|
05/19/2014
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
|
||||||||||||
|
01/15/2016
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
|
05/23/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
14,963
|
|
(2)(4)
|
414,625
|
|
||||||||||||
|
07/05/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
9,527
|
|
(2)(4)
|
263,993
|
|
||||||||||||
|
08/25/2017
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
17,332
|
|
(2)(4)
|
480,270
|
|
||||||||||||
3/30/2018
|
|
3/30/2018
|
|
11,555
|
|
13,645
|
|
(2)(3)
|
$
|
1.63
|
|
3/30/2028
|
|
—
|
|
|
|
|||||||||||||
01/30/2019
|
|
1/30/2019
|
|
—
|
|
75,555
|
|
(5)
|
$
|
14.19
|
|
01/30/2029
|
|
—
|
|
|||||||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
31,285
|
|
(5)
|
$
|
25.82
|
|
12/12/2029
|
|
—
|
|
|||||||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
5,667
|
|
(6)
|
157,033
|
|
||||||||||
01/30/2019
|
|
01/30/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1,416
|
|
(7)
|
39,237
|
|
||||||||||
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
9,239
|
|
(6)
|
256,012
|
|
||||||||||
|
12/12/2019
|
|
12/12/2019
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
2,309
|
|
(7)
|
63,982
|
|
(1)
|
Options granted prior to 2019 were granted under the 2014 Plan. Options granted in 2019 were granted under the 2018 Plan.
|
(2)
|
One-fourth of the options vested on the vesting commencement date and the remaining three-fourths vest in equal monthly installments over the three years after the first anniversary of the vesting commencement date, subject to continuous service through each vesting date.
|
(3)
|
This option award is subject to an early exercise provision and is immediately exercisable in exchange for restricted shares.
|
(4)
|
These are restricted shares received upon the early exercise of stock options, which shares are subject to the same vesting terms as the underlying options.
|
(5)
|
One-fourth of the options vest on the one-year anniversary of the grant date and the remaining three-fourths vest in equal monthly installments over the three years after the first anniversary of the vesting commencement date, subject to continuous service through each vesting date.
|
(6)
|
These awards vest either 0% or 100% if our operational objectives are not satisfied or satisfied, as defined and adjudicated by the Board. The vesting date is one-year from the grant date, subject to continuous service through the vesting date.
|
(7)
|
These awards vest as to 100% of target if our relative TSR ranking measured over a two-year performance period ending two-years after the respective grant dates against a peer group is at or above the 50th percentile and vest as to 200% of target if such relative TSR ranking is at or above at least the 80th percentile. These awards do not vest to the extent that such relative TSR ranking is below the 30th percentile. If such relative TSR ranking is at the 30th percentile, then 25% of the target vests. For relative TSR’s between the 30th percentile and the 50th percentile, or between the 50th percentile and the 80th percentile, the vesting will be determined by means of linear interpolation. The number reported in this row is based on threshold performance.
|
Plan Category
|
|
Number of Securities
to be Issued upon
Exercise of
Outstanding Options and Rights
(a)
(2)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options
and Rights
(b)
(3)
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c)
(4)
|
||||
Equity Compensation Plans Approved by Security Holders
(1)
|
|
2,847,101
|
|
(2)
|
$
|
13.22
|
|
(3)
|
1,965,500
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,847,101
|
|
|
$
|
13.22
|
|
|
1,965,500
|
|
(1)
|
Consists of the 2014 Plan and the 2018 Plan. Both of our equity compensation plans under which options, warrants and rights were outstanding or available for future issuance as of
December 31, 2019
have been approved by security holders.
|
(2)
|
Consists of 1,126,140 shares of common stock underlying outstanding options under the 2014 Plan and 1,720,961 shares of common stock underlying outstanding options under the 2018 Plan. Does not include 586,166 shares of restricted stock-based awards issued under the 2018 Plan, which were issued and outstanding but subject to forfeiture in the event of the holder’s termination of service as of
December 31, 2019
, or 248,104 restricted stock units issued under the 2018 Plan, subject to vesting or forfeiture in the event of the holder's termination of service as of December 31, 2019.
|
(3)
|
Represents the weighted average exercise price of outstanding options and is calculated without taking into account shares of common stock subject to outstanding restricted stock units that become issuable without the payment of a purchase price as those units vest. As of
December 31, 2019
, the weighted average exercise price of options under the 2014 Plan was $1.40, the weighted average exercise price of options under the 2018 Plan was $20.95.
|
(4)
|
Consists of shares that were available for future issuance under the 2018 Plan.
|