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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aquestive Therapeutics Inc | NASDAQ:AQST | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.085 | -2.53% | 3.28 | 3.23 | 3.28 | 3.4099 | 3.205 | 3.40 | 1,679,513 | 01:00:00 |
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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Sincerely,
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Keith J. Kendall
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May 5, 2021
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Chief Executive Officer, President, and Director
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1.
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To elect each of Santo J. Costa, Julie Krop, M.D. and Marco Taglietti, M.D. as Class III members of the Board of Directors, each to serve for a three-year term until the Company's 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
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2.
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To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021; and
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3.
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To act upon any other matters that may properly come before the 2021 Annual Meeting or any adjournment or postponement thereof.
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Vote over the Internet, by going to www.proxyvote.com and following the online instructions (have your Notice or proxy card in hand when you access the website);
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Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);
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Vote by Mail, if you requested and received a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or
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Vote at the Annual Meeting, see “How do I vote my shares at the virtual meeting” in the attached Proxy Statement.
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By Order of the Board of Directors,
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May 5, 2021
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Lori J. Braender
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Senior Vice President, General Counsel &
Corporate Secretary
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By Internet. You may vote by proxy via the Internet at www.proxyvote.com and following the online instructions. You will need your Notice or proxy card in hand at the time that you access the website.
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By Telephone. If you live in the United States or Canada, you may vote by proxy by calling toll-free 1-800-690-6903. You will need your Notice or proxy card in hand at the time that you call.
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By Mail. If you requested and received a printed copy of the proxy materials, you may complete and mail your proxy card in the postage prepaid envelope you received, and return the proxy card to Broadridge Financial Solutions Inc. at Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted “FOR” the election of each of the Class III director nominees and “FOR” the ratification of KPMG LLP as Aquestive's independent registered public accounting firm for the fiscal year ending December 31, 2021.
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At the Meeting. If you plan to attend and to vote at the Annual Meeting, see “How do I vote my shares at the virtual meeting?” below.
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Proposal 1 : FOR the election of each of Santo J. Costa, Julie Krop, M.D. and Marco Taglietti, M.D. as Class III members of the Board.
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Proposal 2 : FOR ratification of KPMG LLP as Aquestive’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Name
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Age
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Position
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Class
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Keith J. Kendall
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63
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Chief Executive Officer, President and Director
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I
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Gregory B. Brown, M.D.
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67
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Director
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II
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John S. Cochran
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55
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Vice Chairman of the Board
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II
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Santo J. Costa
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75
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Chairman of the Board
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III
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Julie Krop, M.D.
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54
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Director
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III
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Nancy S. Lurker
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63
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Director
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I
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James S. Scibetta
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56
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Director
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I
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Marco Taglietti, M.D.
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61
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Director
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III
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Name
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Annual Service
Retainer
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Chairperson
Additional Retainer
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Board of Directors
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$40,000
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$ 30,000
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Audit Committee
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10,000
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20,000
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Compensation Committee
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7,000
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15,000
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Nominating and Corporate Governance Committee
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5,000
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10,000
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Disclosure Committee
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5,000
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—
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Name(1)
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Fees Earned or
Paid in Cash ($)
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Option Awards(2)
($)
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All Other
Compensation
($)
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Total
($)
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Douglas K. Bratton
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57,000
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56,522
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—
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113,522
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Gregory B. Brown, M.D.
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60,000
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56,522
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—
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116,522
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John S. Cochran
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62,000
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56,522
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—
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118,522
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Santo J. Costa
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92,000
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56,522
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—
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148,522
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Nancy S. Lurker
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62,000
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56,522
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—
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118,522
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James S. Scibetta
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75,000
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56,522
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—
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131,522
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(1)
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Julie Krop, M.D. and Marco Taglietti, M.D. were first appointed to the Board in February 2021. Douglas K. Bratton resigned from the Board in February 2021.
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(2)
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Represents the aggregate grant date fair value of stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 17 to our 2020 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 9, 2021. Amounts reflect, for each director, a stock option grant awarded on June 16, 2020 with a grant date fair value of $56,522. As of December 31, 2020, each director other than Ms. Lurker held 54,050 outstanding stock options and Ms. Lurker held 59,128 outstanding stock options.
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Name:
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Nominating and Corporate
Governance Committee
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Compensation
Committee
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Audit
Committee
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Keith J. Kendall
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Gregory B. Brown, M.D.*
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M
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M
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John S. Cochran
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C
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M
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Santo J. Costa
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C
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Julie Krop, M.D.*
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M
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Nancy S. Lurker
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M
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M
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James S. Scibetta
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C
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Marco Taglietti, M.D.*
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M
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Number of Meetings Held in 2020
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6
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6
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7
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*
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Dr. Krop and Dr. Taglietti were first appointed to the Board in February 2021; Dr. Brown was appointed to the Compensation Committee and withdrew from the Audit Committee in February 2021.
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reviewing with management and the independent registered public accounting firm the Company's annual audited financial statements, quarterly financial statements and significant financial reporting issues in connection with the preparation of the Company's annual and quarterly financial statements;
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reviewing the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures;
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retention and oversight of the independent registered public accounting firm;
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pre-approving all audit services and permitted non-audit services to be performed for the Company by its independent registered public accounting firm, subject to the de minimis exception for permitted non-audit services;
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establishing procedures for the receipt, retention and treatment of any complaints received by the Company regarding accounting, internal accounting controls or audit matters, including procedures for the confidential and anonymous treatment of submission by colleagues of any such complaints; and
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reviewing, approving or ratifying all related person transactions in accordance with Company policy, applicable law and SEC and Nasdaq rules and regulations.
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obtaining the advice of any compensation consultant, legal counsel or other adviser to assist in carrying out its responsibilities and for conducting the related independence assessment;
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approving corporate goals and objectives relating to the compensation of the CEO and other executive officers, evaluating their performance, and making appropriate recommendations for any improvement in performance;
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determining and approving compensation levels of the CEO and other executive officers;
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reviewing compensation provided to our non-employee directors and recommending such compensation and any changes to the Board for approval;
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administering all equity compensation plans and recommending amendments to such plans to the Board for approval;
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administering all cash incentive compensation plans, employee stock purchase plan, bonus plans, any deferred compensation plans, any executive severance plans and other similar programs with respect to the participation of executive officers, and authorizing and approving amendments to such plans; and
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approving employment terms for executive officers, as well as any severance, change in control, indemnification, or other employment or compensation-related agreements or arrangements to be provided to executive officers.
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identifying and recommending to the Board individuals believed to be qualified to serve as Board members;
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recommending to the Board directors to serve as members and chairpersons of each standing committee and any appropriate changes to the responsibilities, size and membership of such committees;
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determining, on an annual basis, the members of the Board who meet the applicable independence requirements established by the SEC and Nasdaq;
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considering questions of possible conflicts of interest of directors;
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generally reviewing with the Company's chief legal officer and other appropriate legal personnel particular legal matters and compliance with applicable legal requirements and with the Code of Ethics;
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reviewing our Corporate Governance Guidelines and our Code of Ethics on an annual basis and recommending amendments when appropriate;
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periodically reviewing management succession plans and related procedures, including for the CEO; and
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overseeing the annual self-evaluation of the Board and committees.
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Name
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Age
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Position(s)
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Keith J. Kendall
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63
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Chief Executive Officer, President and Director
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Daniel Barber
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45
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Senior Vice President - Chief Operating Officer
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Peter Boyd
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55
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Senior Vice President - Business Process and Information Technology
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Lori J. Braender
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65
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Senior Vice President - General Counsel, Chief Compliance Officer and Corporate Secretary
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Kenneth Marshall
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60
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Senior Vice President - Chief Commercial Officer
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A. Mark Schobel
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65
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Chief Innovation and Technology Officer
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Gary H. Slatko
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64
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Senior Vice President - Chief Medical Officer
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A. Ernest Toth, Jr.
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62
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Interim Chief Financial Officer
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Theresa Wood
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58
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Senior Vice President - Human Resources and Organizational Development
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Name:
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Title:
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Keith J. Kendall
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Chief Executive Officer (CEO)
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Daniel Barber
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Chief Operating Officer (COO)
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John T. Maxwell*
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Former Chief Financial Officer (CFO)
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*
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John Maxwell separated from the Company effective December 31, 2020.
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•
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Attract, retain and motivate superior executive talent
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•
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Provide incentives that award the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention
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Align executive interests with those of stockholders through short-term and long-term incentives linked to performance
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Base Salary
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Keith J. Kendall
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$550,000
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Daniel Barber
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$410,000
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John T. Maxwell
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$395,000
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Name & Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($) (1)
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Option
Awards
($) (1)
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Non-Equity
Incentive Plan
Compensation
($) (2)
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All Other
Compensation
($) (3)
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Total
($)
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Keith J. Kendall
Chief Executive Officer
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2020
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550,000
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—
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—
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259,364
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450,368
|
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30,686
|
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1,290,418
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2019
|
| |
540,385
|
| |
—
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| |
—
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| |
1,768,598
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| |
288,924
|
| |
30,669
|
| |
2,628,576
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Daniel Barber
Chief Operating Officer
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2020
|
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410,000
|
| |
—
|
| |
—
|
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126,800
|
| |
279,774
|
| |
23,509
|
| |
840,083
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|
2019
|
| |
388,846
|
| |
—
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| |
—
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555,257
|
| |
227,780
|
| |
23,345
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| |
1,195,228
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John T. Maxwell
Chief Financial Officer*
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2020
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395,000
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| |
—
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—
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69,164
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| |
—
|
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847,106
|
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1,311,270
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2019
|
| |
391,154
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| |
—
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—
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516,975
|
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119,490
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| |
26,504
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1,054,123
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*
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Mr. Maxwell separated from the Company effective December 31, 2020.
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(1)
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Represents the aggregate grant date fair value of equity awards computed in accordance with FASB ASC 718. A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 17 to our 2020 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 9, 2021.
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(2)
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Represents annual incentive compensation for 2020 and 2019, paid in the first quarter of the following year.
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(3)
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For 2020, this column includes the following:
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Mr. Kendall
($)
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Mr. Barber
($)
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Mr. Maxwell
($)
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401(k) Company match
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17,100
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17,100
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17,100
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Disability insurance premiums
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8,569
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2,778
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4,656
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Life insurance premiums
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5,017
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3,631
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4,468
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Severance+
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—
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—
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820,882
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Total
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30,686
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23,509
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847,106
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+
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Severance consists of $592,500 of severance covering annual base salary for twelve months and target annual bonus payable in 12 equal installments, $197,500 payable for 2020 year target bonus, and $30, 882 representing contribution of medical benefits for up to twelve months. The amount in the “All Other Compensation” column above does not include an amount ($228,600) which is the difference between the option exercise price and the market value as of the date of employment separation of the shares underlying the stock options granted to Mr. Maxwell in 2020 (the fair value of which stock options grant is included in the above Table under “Options Awards”), the vesting of which 2020 stock options was accelerated on separation from employment under Mr. Maxwell’s employment agreement; other stock options which accelerated upon separation from employment were not in that money upon the separation date.
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Option Awards
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Stock Awards
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||||||||||||||||||
Name
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Number of Securities
Underlying Unexercised
Options
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
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Market
Value
of Shares
or Units
of Stock
That Have
Not
Vested
($)(1)
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Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares or
Units That
Have Not
Vested
(#)
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Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Shares,
or Units
That
Have Not
Vested
($)
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Exercisable
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Unexercisable
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Mr. Kendall
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193,459
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46,706(2)
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15,00
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7/24/2028
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—
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—
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| |
—
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| |
—
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21,784
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6,259(3)
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16.46
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8/15/2028
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| |
—
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| |
—
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| |
—
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| |
—
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|
81,250
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243,750(4)
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8.05
|
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2/28/2029
|
| |
—
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| |
—
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| |
—
|
| |
—
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||
|
—
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| |
225,000(8)
|
| |
1.54
|
| |
3/16/2030
|
| |
—
|
| |
—
|
| |
—
|
| |
—
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||
Mr. Barber
|
| |
12,998
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| |
12,998(6)
|
| |
6.54
|
| |
4/18/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
48,254
|
| |
48,254(5)
|
| |
15.00
|
| |
7/24/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
17,500
|
| |
52,500(4)
|
| |
8.05
|
| |
2/28/2029
|
| |
|
| |
|
| |
|
| |
|
||
|
12,500
|
| |
37,500(7)
|
| |
4.83
|
| |
5/9/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
—
|
| |
110,000(8)
|
| |
1.54
|
| |
3/16/2030
|
| |
|
| |
|
| |
|
| |
|
||
Mr. Maxwell(9)
|
| |
36,120
|
| |
0
|
| |
15.00
|
| |
12/31/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
95,000
|
| |
0
|
| |
8.05
|
| |
12/31/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
60,000
|
| |
0
|
| |
1.54
|
| |
12/31/2021
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Calculated using closing price of our common stock on Nasdaq on December 31, 2020 of $5.35.
|
(2)
|
Options granted on July 24, 2018. These options vest in 36 equal monthly installments beginning on August 31, 2018.
|
(3)
|
Options granted on August 15, 2018. These options vest in 36 equal monthly installments beginning on September 30, 2018.
|
(4)
|
Options granted on February 28, 2019. These options vest as follows: 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
|
(5)
|
Options granted on July 24, 2018. These options vests as follows: 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
|
(6)
|
Options granted on April 18, 2018. These options vests as follows: 25% on the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
|
(7)
|
Options granted on May 9, 2019. These options vest as follows: 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
|
(8)
|
Options granted March 16, 2020. These options vest as follows: 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
|
(9)
|
In connection with John Maxwell's separation from the Company, all stock options held by Mr. Maxwell vested.
|
•
|
“Cause” means generally conviction or plea of nolo contendere to a felony; commission of fraud or material act of dishonesty with respect to the Company or its colleagues, customers or affiliates; failure to carry out material responsibilities of employment; material misconduct or similar behavior; a material violation of Company policy; or material breach of the executive's obligations under his employment agreement.
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•
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“Change in Control” means generally any person or group becomes the beneficial owner of 40% or more of the Company's outstanding voting securities; completion of a merger, consolidation or reorganization of the Company unless the stockholders before such transaction own at least a majority of the outstanding voting securities of the outstanding securities or at least a majority of the fair market value of the successor company; or a sale, transfer, liquidation or other disposition of all or substantially all of the Company's assets.
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•
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“Change in Control Period” means generally, for Mr. Kendall, the period beginning 180 days before and ending 24 months following the effective date of a Change in Control, and for Mr. Maxwell and Mr. Barber, the period beginning 180 days before and ending 12 months following the effective date of a Change in Control.
|
•
|
“Good Reason” means generally a material diminution in the executive's position or duties; a material breach by the Company of the executive's employment agreement, including any reduction of base salary or target bonus percentage; or relocation of more than 50 miles from the Company's headquarters.
|
•
|
“Permanent Disability” means generally the executive's inability to perform the essential functions of his job with or without reasonable accommodation for a period of 150 consecutive days or an aggregate of 180 days in any 12 month period due to illness, accident or other physical or mental incapacity, as determined by a duly licensed physician.
|
•
|
“Severance Period” means generally, for Mr. Kendall, 18 months following termination of employment (or until the end of the initial employment term, if longer), and for Mr. Maxwell and Mr. Barber, 12 months following termination of employment.
|
•
|
any accrued and unused vacation pay for the year in which employment terminates;
|
•
|
a pro-rata portion of the NEO's target annual bonus for the year in which employment terminates, pro-rated for the number of days the NEO was employed during the year prior to termination;
|
•
|
accelerated vesting of outstanding equity awards subject to time-based vesting as if the NEO had continued being employed through the end of the year in which employment terminates, or, in the case of awards subject to “cliff vesting,” pro-rata accelerated vesting based on the percentage of the vesting period that had elapsed as of the termination date (and stock options and stock appreciation rights will remain exercisable for one year following termination, subject to any earlier expiration date); and pro-rata accelerated vesting of outstanding equity awards subject to performance-based vesting conditions for which the performance period ends at or after the time of termination, with performance goals assumed to have been achieved at target and with pro-ration based on the percentage of the performance period that had elapsed as of the termination date.
|
•
|
any accrued and unused vacation pay for the year in which his employment terminated;
|
•
|
a pro-rata portion of the NEO's target annual bonus for the year in which employment terminates, pro-rated for the number of days the NEO was employed during the year prior to termination;
|
•
|
monthly payments during the NEO's Severance Period (as defined above), with each monthly payment equal to 1/12th of the sum of his annual base salary and target annual bonus;
|
•
|
continuing coverage during the NEO's Severance Period (as defined above) under our group health and life insurance plans in which the NEO was a participant prior to termination; and
|
•
|
immediate vesting of all unvested equity awards (and stock options and stock appreciation rights will remain exercisable for one year following termination, subject to any earlier expiration date), with performance conditions deemed achieved at target for unvested performance-based equity awards.
|
•
|
any accrued and unused vacation pay for the year in which his employment terminated;
|
•
|
a pro-rata portion of his target annual bonus for the year in which his employment terminated, pro-rated for the number of days the NEO was employed during the year prior to termination;
|
•
|
an immediate lump sum cash payment of an amount equal to, for Mr. Kendall, 2.75 times the sum of his base salary and target annual bonus, and for Mr. Barber, 1.0 times the sum of his base salary and target annual bonus;
|
•
|
continuing coverage under our group health and life insurance plans in which the NEO was a participant, for Mr. Kendall, for 33 months following termination of employment, and for Mr. Barber, for 12 months following termination of employment; and
|
•
|
immediate vesting of all unvested equity awards (and stock options and stock appreciation rights will remain exercisable for one year following termination, subject to any earlier expiration date), with performance conditions deemed achieved at target for unvested performance-based equity awards.
|
Plan Category
|
| |
Number of
securities to
be issued upon
exercise
of outstanding
options,
warrants and rights(1)
(a)
|
| |
Weighted-
average
exercise price of
outstanding
options,
warrants and
rights(2)
(b)
|
| |
Number of
securities
remaining available
for
future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))(3)
(c)
|
Equity compensation plans approved by security holders
|
| |
3,190,615
|
| |
$8.18
|
| |
820,446
|
Equity compensation plans not approved by security holders
|
| |
81,068(4)
|
| |
$6.54
|
| |
—
|
Total
|
| |
3,271,683
|
| |
$8.14
|
| |
820,446
|
(1)
|
Includes 13,491 RSUs and 3,258,192 stock options outstanding under our 2018 Equity Incentive Plan as of December 31, 2020.
|
(2)
|
Reflects the weighted average exercise price of outstanding stock options reported in column (a). No exercise price is attributable to outstanding RSUs.
|
(3)
|
Includes 659,810 shares remaining available for issuance under our 2018 Equity Incentive Plan and 160,636 shares remaining available for issuance under our Employee Stock Purchase Plan as of December 31, 2020. The 2018 Equity Incentive Plan and Employee Stock Purchase Plan each have an evergreen provision whereby, unless the Board determines otherwise, the share reserve is increased automatically by a specified percentage or number of shares on January 1 of each year. The Board determined that effective as of 2021 the number of shares of common stock available for award to eligible participants under the 2018 Equity Incentive Plan would be increased by 4% of the number of shares of common stock outstanding at December 31, 2020. The Board determined that the share reserves under the ESPP would not be increased pursuant to the evergreen provision as of 2021.
|
(4)
|
In April 2018, the Company granted stock options to purchase an aggregate of 81,068 shares of our common stock each with an exercise price of $6.54 per share, to certain of the Company's employees, consultants and directors in connection with services provided by such parties to the Company.
|
Fee Category
|
| |
2020
|
| |
2019
|
Audit Fees
|
| |
$786,300
|
| |
$640,000
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$786,300
|
| |
$640,000
|
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially
Owned†
|
| |
Percentage of
Shares
Beneficially Owned
|
5% Stockholders:
|
| |
|
| |
|
MonoLine RX II, L.P. (1)
|
| |
3,468,747
|
| |
9.58%
|
MonoLine RX III, L.P. (1)
|
| |
2,657,943
|
| |
7.34%
|
MonoLine Rx, L.P. (1)
|
| |
1,688,639
|
| |
4.66%
|
MonoLine Partners, L.P. (1)
|
| |
1,948,578
|
| |
5.38%
|
MonoSol Rx Genpar, L.P. (1)
|
| |
47,051
|
| |
*
|
Douglas K. Bratton (3)
|
| |
10,117,434
|
| |
27.90%
|
|
| |
|
| |
|
Directors and Named Executive Officers: (2)
|
| |
|
| |
|
Keith J. Kendall
|
| |
1,100,938
|
| |
3.00%
|
Daniel Barber
|
| |
263,710
|
| |
*
|
John T. Maxwell
|
| |
341,734
|
| |
*
|
Gregory B. Brown, M.D.
|
| |
112,910
|
| |
*
|
John S. Cochran
|
| |
174,811
|
| |
*
|
Santo J. Costa
|
| |
55,152
|
| |
*
|
Julie Krop, M.D.
|
| |
0
|
| |
*
|
Nancy S. Lurker
|
| |
42,903
|
| |
*
|
James S. Scibetta
|
| |
69,460
|
| |
*
|
Marco Taglietti, M.D.
|
| |
0
|
| |
*
|
All executive officers and directors as a group (16 persons)
|
| |
3,397,229
|
| |
9%
|
*
|
Represents beneficial ownership of less than 1%.
|
†
|
None of the shares are pledged as security.
|
(1)
|
Information as of March 16, 2021 as included in Form 4 filed with the SEC by Douglas K. Bratton. Also refer to Schedule 13G/A filed on February 9, 2021 by MonoLine Rx II, L.P., MonoLine Rx III, L.P., MRX Partners, LLC, MonoLine Rx, L.P., MonoLine Partners, L.P. and MonoSol Rx Genpar, L.P. (collectively, the “MonoSol Entities”) and Douglas K. Bratton. As included in the March 16, 2021 Form 4, the above beneficial ownership of the MonoSol Entities reflects certain pro rata in-kind distributions, for no consideration, of Aquestive shares made by certain of the MonoSol Entities to certain limited partners or members thereof as of March 12, 2021 and included in the Form 4. As described in the above Schedule 13G/A, Bratton Capital Management L.P. (“Bratton Capital Management”) is the general partner or manager of each of the MonoSol Entities, except for MonoSol Rx Genpar, L.P., the general partner of which is Bratton Capital Inc., which, in turn, is the general partner of Bratton Capital Management. Douglas K. Bratton is the sole director and President of Bratton Capital Inc. The MonoSol Entities are each ultimately controlled by Mr. Bratton, who has voting and investment power over all shares held by the Monosol Entities. Bratton Capital Management, Bratton Capital Inc., and Mr. Bratton may each be deemed to beneficially own all shares held of record by the MonoSol Entities. Each such entity and Mr. Bratton disclaim beneficial ownership of the reported securities except to the extent of its or his respective pecuniary interest therein. The principal business address for the MonoSol Entities and Mr. Bratton is 201 Main Street, Suite 1900, Fort Worth, Texas 76102.
|
(2)
|
Amounts reported for our directors and executive officers include the following number of securities with respect to which the individual has the right to acquire beneficial ownership as of March 15, 2021 or within 60 days thereafter: Mr. Kendall, 463,789; Mr. Maxwell, 191,120; Mr. Barber, 161,751; Dr. Brown, 37,825; Mr. Cochran, 37,825; Mr. Costa, 37,825; Ms. Lurker, 42,903; Mr. Scibetta, 37,825 and all directors and executive officers as a group, 1,400,639.
|
(3)
|
Includes 1,688,639 shares of common stock owned of record by MonoLine Rx, L.P., 3,468,747 shares of common stock owned of record by MonoLine Rx II, L.P., 2,657,943 shares of common stock owned of record by MonoLine Rx III, L.P., 1,948,578 shares of common stock owned by Monoline Partners, L.P. and 47,051 shares of common stock owned by Monoline RX GenPar L.P. The MonoSol Entities are each ultimately controlled by Mr. Bratton and Mr. Bratton has voting and investment power over all shares held by the MonoSol Entities, and Mr. Bratton may be deemed to beneficially own all shares held of record by the MonoSol Entities. Mr. Bratton disclaims beneficial ownership of such reported securities except to the extent of his pecuniary interest therein.
|
•
|
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, if applicable; and
|
•
|
the terms available to or from, as the case may be, unrelated third parties or to or from our colleagues generally.
|
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