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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Fluidigm Corporation | NASDAQ:FLDM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.71 | 3.69 | 4.03 | 0 | 01:00:00 |
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PART III
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PART IV
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Name
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Class
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Age
|
Position
|
Director Since
|
Evan Jones(1)(2)
|
I
|
60
|
Director
|
2011
|
Patrick S. Jones(1)
|
I
|
72
|
Director
|
2011
|
John A. Young(2)(3)
|
II
|
84
|
Director
|
2001
|
Gerhard F. Burbach(1)(2)
|
II
|
55
|
Director
|
2013
|
Carlos Paya(3)
|
II
|
58
|
Director
|
2017
|
Samuel D. Colella(2)(3)
|
III
|
77
|
Chairman
|
2000
|
Stephen Christopher Linthwaite
|
III
|
45
|
President, Chief Executive Officer and Director
|
2016
|
Nicolas Barthelemy(2)
|
III
|
51
|
Director
|
2017
|
|
(1)
|
Member of our audit committee
|
(2)
|
Member of our compensation committee
|
(3)
|
Member of our nominating and corporate governance committee
|
Name
|
Age
|
Position
|
Stephen Christopher Linthwaite
|
45
|
President, Chief Executive Officer, and Director
|
Vikram. Jog
|
60
|
Chief Financial Officer
|
Steven C. McPhail
|
63
|
Chief Commercial Officer
|
Mai Chan (Grace) Yow
|
58
|
Executive Vice President, Worldwide Manufacturing of Fluidigm Singapore Pte. Ltd.
|
Nicholas Khadder
|
43
|
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
|
Jennifer Lee
|
54
|
Vice President, Controller, and Principal Accounting Officer
|
•
|
oversee the work of our independent registered public accounting firm;
|
•
|
approve the hiring, discharge, and compensation of our independent registered public accounting firm;
|
•
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approve engagements of our independent registered public accounting firm to render any audit or permissible non-audit services;
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•
|
evaluate the qualifications, independence, and performance of our independent registered public accounting firm;
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•
|
discuss and, as appropriate, review with management and our independent registered public accounting firm our annual and quarterly financial statements and our major critical accounting policies and practices;
|
•
|
review management’s assessment of our internal controls; and
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•
|
review the adequacy and effectiveness of our internal control policies and procedures.
|
•
|
review the compensation and benefits of our Chief Executive Officer and other executive officers;
|
•
|
review our corporate goals and objectives relevant to compensation of our Chief Executive Officer;
|
•
|
assist our board in providing oversight of the company’s overall compensation plans and benefits program; and
|
•
|
administer our equity incentive plans.
|
•
|
evaluate and make recommendations regarding the composition, organization, and governance of the board of directors and its committees;
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•
|
evaluate the performance of members of the board of directors and make recommendations regarding committee and chair assignments;
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•
|
recommend desired qualifications for board of directors membership and conduct searches for potential members of the board of directors;
|
•
|
review and recommend board compensation programs for outside directors; and
|
•
|
develop and make recommendations with regard to our corporate governance guidelines.
|
•
|
Stephen Christopher Linthwaite, our President and Chief Executive Officer;
|
•
|
Vikram Jog, our Chief Financial Officer;
|
•
|
Nicholas Khadder, our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary;
|
•
|
Steven C. McPhail, our Chief Commercial Officer;
|
•
|
Mai Chan (Grace) Yow, our Executive Vice President, Worldwide Manufacturing of Fluidigm Singapore Pte. Ltd.;
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•
|
Gajus V. Worthington, our former President and Chief Executive Officer;
|
•
|
William M. Smith, our former Executive Vice President, Legal Affairs, General Counsel and Secretary; and
|
•
|
Marc Unger, Ph.D., our former Executive Vice President, Research and Development and Marketing.
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•
|
Team-oriented approach to establishing compensation levels
. We believe that it is critical that our executive officers work together as a team to achieve overall corporate goals rather than focusing exclusively on individual departmental objectives.
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•
|
Compensation should relate to performance
. We believe that executive compensation should be directly linked to corporate as well as individual performance, including through the use of performance-based compensation.
|
•
|
Equity awards help executive officers think like stockholders
. We believe that our executive officers’ total compensation should have a significant equity component because stock-based awards help reinforce the executive officers’ long-term interest in our overall performance and align the interests of our executive officers with the interests of our stockholders.
|
•
|
Total compensation opportunities should be competitive
. We believe that our total compensation programs should be competitive so that we can attract, retain, and motivate talented executive officers who will help us to perform better than our competitors.
|
•
|
assist the board of directors in providing oversight of our compensation policies, plans, and benefits programs;
|
•
|
assist the board of directors in discharging the board’s responsibilities relating to oversight of the compensation of our executive officers (including officers reporting under Section 16 of the Exchange Act);
|
•
|
review and make recommendations to the board of directors with respect to executive officer compensation, plans, policies, and programs; and
|
•
|
administer our equity compensation plans for executive officers and employees.
|
•
|
assisted us in identifying a peer group of companies for purposes of benchmarking our levels of compensation, collectively referred to as the benchmark companies;
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•
|
gathered and analyzed compensation data from available compensation surveys; and
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•
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assisted us in assessing the competitiveness of our executive officer compensation program and developing a going-forward equity strategy.
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Abaxis
|
Luminex
|
Sequenom
|
Accelerate Diagnostics
|
NanoString Technologies
|
SurModics
|
Affymetrix
|
Neogenomics
|
Veracyte
|
AtriCure
|
Pacific Biosciences
|
Zeltiq Aesthetics
|
GenMark Diagnostics
|
Quidel
|
|
Inogen
|
Repligen
|
|
Named Executive Officers
|
2015 Base Salary(1)
|
2016 Base Salary(1)
|
2016 Base Salary Percentage Increase(2)
|
Stephen Christopher Linthwaite(3)
President and Chief Executive Officer |
—
|
$500,000
|
—
|
Vikram Jog
Chief Financial Officer |
$329,600
|
$339,500
|
3.0%
|
Steven C. McPhail(4)
Chief Commercial Officer |
$333,000
|
$339,700
|
2.0%
|
Mai Chan (Grace) Yow(5)
Executive Vice President, Worldwide Manufacturing of Fluidigm Singapore Pte. Ltd. |
S$403,224
|
S$423,400
|
5.0%
|
Nicholas Khadder(6)
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
—
|
$325,000
|
—
|
Gajus V. Worthington(7)
Former President and Chief Executive Officer |
$504,700
|
$504,700
|
—
|
William M. Smith(8)
Former Executive Vice President, Legal Affairs, General Counsel and Secretary |
$334,750
|
$344,750
|
3.0%
|
Marc Unger, Ph.D.(9)
Former Executive Vice President, Research and Development and Marketing |
$304,500
|
$313,600
|
3.0%
|
|
(1)
|
Represents the highest annualized base salary established for the named executive officer during the year indicated.
|
(2)
|
Represents percentage of increase over prior year’s base salary.
|
(3)
|
Mr. Linthwaite joined Fluidigm as our Chief Operating Officer and President on August 4, 2016. On October 19, 2016, he was appointed our Chief Executive Officer and President. Mr. Linthwaite’s base salary at the time he was hired in August 2016 was initially $450,000 per year, but increased to $500,000 as a result of his promotion to President and Chief Executive Officer.
|
(4)
|
Mr. McPhail joined Fluidigm as our General Manager, Production Genomics in May 2015. In August 2016 he was appointed our Chief Commercial Officer.
|
(5)
|
Base salaries for Ms. Yow are shown in Singapore dollars, the nominal currency in which Ms. Yow is paid. Ms. Yow’s 2015 base salary expressed in U.S. Dollars based on the average exchange rates for the month of December 2015 would have been $286,329. Ms. Yow’s 2016 base salary expressed in U.S. Dollars based on the average exchange rates for the month of December 2016 would have been $294,856.
|
(6)
|
Mr. Khadder joined Fluidigm as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary on June 6, 2016.
|
(7)
|
Mr. Worthington served as our President and Chief Executive Officer until October 19, 2016.
|
(8)
|
Mr. Smith served as our Executive Vice President, Legal Affairs from February 2012 and as General Counsel and Secretary from May 2000 until June 2016.
|
(9)
|
Dr. Unger served as Executive Vice President, Research and Development and Marketing from December 10, 2015 until December 12, 2016.
|
•
|
attainment of research and development milestones
|
•
|
business divestitures and acquisitions
|
•
|
cash flow and/or cash position
|
•
|
contract awards or backlog
|
•
|
customer renewals
|
•
|
customer retention rates from an acquired company, business, unit or division
|
•
|
departmental performance
|
•
|
earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings)
|
•
|
earnings per share
|
•
|
expenses, overhead or other expense reduction
|
•
|
growth in stockholder value relative to the moving average of the S&P 500 Index or another index
|
•
|
individual objectives such as peer reviews or other subjective or objective criteria
|
•
|
internal rate of return
|
•
|
market share
|
•
|
net income, net profit, net sales and/or net revenue
|
•
|
new product development
|
•
|
new product invention or innovation
|
•
|
number of customers
|
•
|
operating cash flow, expenses, income and/or margin
|
•
|
product defect measures
|
•
|
product release timelines
|
•
|
productivity
|
•
|
profit and/or gross margin
|
•
|
publicity or publication goals
|
•
|
return on assets, capital, equity, investment and/or sales
|
•
|
revenue and/or revenue growth
|
•
|
sales pipeline and orders
|
•
|
sales results and/or growth
|
•
|
stock price
|
•
|
time to market
|
•
|
total stockholder return
|
•
|
working capital
|
|
2016
|
|||
Named Executive Officer
|
Time-based
Stock Options |
Time-based Restricted
Stock Units |
Performance-based
Stock Options |
Performance-based Restricted
Stock Units |
Stephen Christopher Linthwaite
President and Chief Executive Officer |
280,000(1)
|
—
|
—
|
14,000(2)
|
Vikram Jog
Chief Financial Officer |
13,500(3)
|
5,400(4)
|
13,500(5)
|
5,400(5)
|
Steven C. McPhail
Chief Commercial Officer |
13,500(3)
|
7,400(4)(6)
|
13,500(5)
|
5,400(5)
|
Mai Chan (Grace) Yow
Executive Vice President, Worldwide Manufacturing of Fluidigm Singapore Pte. Ltd. |
13,500(3)
|
5,400(4)
|
13,500(5)
|
5,400(5)
|
Nicholas Khadder
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
27,000(7)
|
10,800(8)
|
—
|
—
|
Gajus V. Worthington
Former President and Chief Executive Officer |
33,750(3)
|
13,500(4)
|
33,750(5)
|
13,500(5)
|
William M. Smith
Former Executive Vice President, Legal Affairs, General Counsel and Secretary |
13,500(3)
|
5,400(4)
|
13,500(5)
|
5,400(5)
|
Marc Unger, Ph.D.
Former Executive Vice President, Research and Development and Marketing |
13,500(3)
|
5,400(4)
|
13,500(5)
|
5,400(5)
|
|
(1)
|
Consists of two option grants to purchase 140,000 shares each. For the first grant, 12/48
th
of the total number of shares subject to the option will vest on August 1, 2017 and 1/48
th
of the total shares subject to such option will vest and become exercisable each month thereafter over the succeeding 36 months, such that the first option will be fully vested on August 1, 2020. For the second grant, 12/48
th
of the total number of shares subject to the second option will vest on October 19, 2017 and 1/48
th
of the total shares subject to such option will vest and become exercisable each month thereafter over the succeeding 36 months, such that the second option will be fully vested on October 19, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(2)
|
This performance-based restricted stock unit award will become fully eligible to vest should the growth in our revenues for the four fiscal quarters ending in the second quarter of 2017 over the four fiscal quarters ending in the second quarter of 2016 equal or exceed the target threshold. Vesting is subject to continued service through the applicable vesting date.
|
(3)
|
Vests monthly at a rate of 1/48
th
of the shares underlying the option, with vesting commencing January 1, 2016. Vesting is subject to continued service through the applicable vesting date.
|
(4)
|
4/48
th
of the total number of shares underlying the restricted stock units granted vested on May 20, 2016, and 3/48
th
of the total number of shares underlying the restricted stock units have vested and will continue to vest every three months thereafter until fully vested; provided, however, that if a vesting date would otherwise fall on a day when the NASDAQ Stock Market is not open for trading, vesting will occur on the first trading day thereafter. Vesting is subject to continued service through the applicable vesting date.
|
(5)
|
The performance-based stock options and the performance-based restricted stock units (each, a “performance award”) each have two vesting components that must be met before the performance award vests: (1) a performance-based component and (2) a time-based component. The performance-based component covers two annual periods (fiscal 2016 and fiscal 2017), each covering 50% of the performance award. For each of the two fiscal years, the performance award will become eligible to vest based on the growth in our revenues as compared to the previous fiscal year. If the actual growth rate for a given fiscal year equals or exceeds the target threshold, 100% of the portion of the performance award covering that fiscal year will become eligible to vest. If the actual growth rate equals a certain minimum growth rate, then 50% of the portion of the performance award covering that fiscal year will become eligible to vest. For achievement between minimum and target growth rates, eligibility to vest scales linearly between 50% and 100%. Once the level of achievement has been certified, the performance awards for the given fiscal year that became eligible to vest will vest according to the following time-based schedule: (1) 50% immediately upon the date the actual growth rate is certified, (2) 25% on the one-year anniversary of the certification date, and
|
(6)
|
Consists of two RSU grants. For one grant of 5,400 Restricted Stock Units, 4/48
th
of the total number of shares underlying the restricted stock units granted vested on May 20, 2016, and 3/48
th
of the total number of shares underlying the restricted stock units have vested and will continue to vest every three months thereafter until fully vested; provided, however, that if a vesting date would otherwise fall on a day when the NASDAQ Stock Market is not open for trading, vesting will occur on the first trading day thereafter. Vesting is subject to continued service on the applicable vesting date. The second grant was for 2,000 Restricted Stock Units, and all of the shares underlying such Restricted Stock Units vested on May 20, 2016.
|
(7)
|
12/48
th
of the total number of shares underlying the option granted will vest on June 20, 2017, and 1/48
th
of the total number of shares underlying the option will vest each month thereafter until fully vested on June 20, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(8)
|
14/48
th
of the total number of shares underlying the restricted stock units granted will vest on August 20, 2017, and 3/48
th
of the total number of shares underlying the restricted stock units will vest every three months thereafter until fully vested; provided, however, that if a vesting date would otherwise fall on a day when the NASDAQ Stock Market is not open for trading, vesting will occur on the first trading day thereafter. Vesting is subject to continued service through the applicable vesting date.
|
•
|
the expected time required for an executive officer to find comparable employment following a termination event;
|
•
|
feedback received from potential candidates for executive officer positions at our company as to the level of severance payments and benefits they would require to leave other employment and join our company;
|
•
|
in the context of a change of control, the amount of vesting acceleration that would align the executive officer’s interests more closely with the interests of stockholders when considering a potential change of control transaction; and
|
•
|
the period of time following a change of control during which management positions are evaluated and subject to a heightened risk of elimination.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Stock Awards ($)(1)
|
Option Awards ($)(1)
|
Non-Equity Incentive Plan Compensation ($)(2)
|
All Other Compensation ($)
|
Total ($)
|
|||||
Stephen Christopher Linthwaite(3)
President and Chief Executive Officer |
2016
|
197,349
|
|
126,700
|
|
872,746
|
|
—
|
|
2,000(4)
|
1,198,795
|
|
Vikram Jog
Chief Financial Officer |
2016
2015
2014
|
339,500
329,600
320,000
|
|
76,680
197,472
266,280
|
|
80,939
237,772
367,739
|
|
—
—
82,000
|
|
2,000(4)
2,000
—
|
499,199
766,844
1,036,019
|
|
Steven C. McPhail(5)
Chief Commercial Officer |
2016
2015 |
339,700
216,955 |
|
92,820
312,852 |
|
80,939
350,006 |
|
—
— |
|
2,000(4)
2,000 |
515,459
881,813 |
|
Mai Chan (Grace) Yow
Executive Vice President, Worldwide Manufacturing of Fluidigm Singapore Pte. |
2016
2015 2014 |
294,856(6)
286,329(8) 288,990(9) |
|
76,680
320,892 266,280 |
|
80,939
237,772 367,739 |
|
—
— 78,000 |
|
7,127(6)(7)
7,243(8) 6,780(9) |
459,602
852,236 1,007,789 |
|
Nicholas Khadder(10)
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. |
2016
|
173,580
|
|
97,740
|
|
101,671
|
|
—
|
|
1,323(4)
|
374,314
|
|
Gajus V. Worthington(11)
Former President and Chief Executive Officer |
2016
2015 2014 |
447,995
504,700 490,000 |
|
191,700(12)
511,782 1,236,300 |
|
202,348(12)
615,950(12) 1,707,359(12) |
|
—
— 206,000 |
|
816,765(13)
2,000 — |
1,658,808
1,634,432 3,639,659 |
|
William M. Smith(14)
Former Executive Vice President, Legal Affairs, General Counsel and Secretary |
2016
2015 2014 |
293,417
334,750 325,000 |
|
76,680
197,472 266,280 |
|
80,939
237,772 367,739 |
|
—
— 83,000 |
|
2,000(4)
2,000 99,398 |
453,036
771,994 1,141,417 |
|
Marc Unger (15)
Former Executive Vice President, Research and Development and Marketing |
2016
2015 |
270,435
304,500 |
|
76,680
254,112 |
|
80,939
298,172 |
|
—
— |
|
7,375(16)
2,000 |
435,429
858,784 |
|
|
(1)
|
Amounts represent the aggregate grant date fair value of equity awards granted to the named executive officer in the year indicated calculated in accordance with FASB Topic ASC 718 without regard to estimated forfeitures. The performance stock options and performance RSUs were valued on the target outcome of performance-based conditions (
i.e.,
based on 100% achievement). See Note 9 of the notes to our audited consolidated financial statements for a discussion of assumptions made in determining the grant date fair value and compensation expense of our equity awards.
|
(2)
|
The amounts in this column represent total performance-based bonuses earned under our executive bonus plan for service rendered during the applicable year. All such amounts were paid subsequent to year end. For a description of our executive bonus plan, please see the section entitled “
Executive Bonus Plan
” under “
Compensation Discussion and Analysis
” above.
|
(3)
|
Mr. Linthwaite joined Fluidigm as our Chief Operating Officer and President on August 4, 2016. On October 19, 2016, he was appointed our Chief Executive Officer and President. Mr. Linthwaite was not named an executive officer prior to 2016.
|
(4)
|
Consists of company contributions made to the applicable named executive officer’s 401(k) defined contribution plan.
|
(5)
|
Steven C. McPhail joined Fluidigm as General Manager, Production Genomics in May 2015 and became our Chief Commercial Officer in August 2016. Mr. McPhail was not a named executive officer prior to 2015.
|
(6)
|
Based on conversion of Singapore Dollars (SGD) to US Dollars (USD) at a rate of 1 SGD to 0.6964 USD, the average conversion rate for the period beginning December 1, 2016 to December 31, 2016.
|
(7)
|
Consists of company contributions made to Ms. Yow’s Central Providence Fund.
|
(8)
|
Based on conversion of Singapore Dollars (SGD) to US Dollars (USD) at a rate of 1 SGD to 0.7101 USD, the average conversion rate for the period beginning December 1, 2015 to December 31, 2015.
|
(9)
|
Based on conversion of Singapore Dollars (SGD) to US Dollars (USD) at a rate of 1 SGD to 0.7597 USD, the average conversion rate for the period beginning December 1, 2014 to December 31, 2014.
|
(10)
|
Mr. Khadder joined Fluidigm as our Senior Vice President, General Counsel, Chief Compliance Officer and Secretary on June 6, 2016.
|
(11)
|
Mr. Worthington served as our President and Chief Executive Officer from our inception until October 19, 2016.
|
(12)
|
Mr. Worthington forfeited a portion of these awards as a condition of his severance. For a description of the awards forfeited, please see the section entitled “
Other Benefits – Worthington Separation and Release Agreement and Consulting Agreement
” under “
Compensation Discussion and Analysis
” above.
|
(13)
|
Consists of $52,419 earned by Mr. Worthington under his consulting agreement, $757,050 of severance payments, COBRA reimbursements of $5,296, and $2,000 of Company contributions made to Mr. Worthington’s 401(k) defined contribution plan.
|
(14)
|
Mr. Smith served as our Executive Vice President, Legal Affairs from February 2012 and as General Counsel and Secretary from May 2000 until June 2016.
|
(15)
|
Dr. Unger served as Executive Vice President, Research and Development and Marketing until December 2016. Dr. Unger was not a named executive officer prior to 2015.
|
(16)
|
Consists of $5,375 earned under Dr. Unger’s consulting agreement and $2,000 of Company contributions made to Dr. Unger’s 401(k) defined contribution plan.
|
|
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards ($)(1)
|
Estimated Future Payments Under Equity
Incentive Plan Awards (#)(2)
|
All Stock Awards:
Number of Shares of Stock or Units
(#)
|
All Option Awards:
Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards
($/Sh)(3)
|
Grant Date Fair Value of Stock and Option Awards
($)(4)
|
||||
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||
Stephen Christopher Linthwaite
|
08/04/2016(5)
11/08//2016(6) 08/09/2016(6) 08/09/2016(6) |
94,740(5)
— — — |
145,753(5)
— — — |
176,362(5)
— — — |
—
— — — |
—
— 14,000(7) — |
—
— 14,000(7) — |
—
— — — |
—
140,000 — 140,000 |
—
4.99 — 9.05 |
—
343,098 126,700 529,648 |
Vikram Jog
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/04/2016(6) |
93,787
— — — — |
144,288
— — — — |
174,588
— — — — |
—
— — 6,750 2,700 |
—
— — 13,500 5,400 |
—
— — 13,500 5,400 |
—
— 5,400 — — |
—
13,500 — — — |
—
7.10 — 7.10 — |
—
40,137 38,340 40,802 38,340 |
Steven C. McPhail
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/31/2016(6) |
93,842
— — — — — |
144,373
— — — — — |
174,691
— — — — — |
—
— — 6,750 2,700 — |
—
— — 13,500 5,400 — |
—
— — 13,500 5,400 — |
—
— 5,400 — — 2,000 |
—
13,500 — — — — |
—
7.10 — 7.10 — — |
—
40,137 38,340 40,802 38,340 16,140 |
Mai Chan (Grace) Yow
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/04/2016(6) |
81,454(9)
— — — — |
125,314(9)
— — — — |
151,630(9)
— — — — |
—
— — 6,750 2,700 |
—
— — 13,500 5,400 |
—
— — 13,500 5,400 |
—
— 5,400 — — |
—
13,500 — — — |
—
7.10 — 7.10 — |
—
40,137 38,340 40,802 38,340 |
Nicholas Khadder
|
06/06/2016(10)
08/09/2016(6) 08/09/2016(6) |
47,719(10)
— — |
73,414(10)
— — |
88,831(10)
— — |
—
— — |
—
— — |
—
— — |
—
10,800 — |
—
— 27,000 |
—
— 9.05 |
—
97,740 101,671 |
Gajus V. Worthington
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(11) 03/04/2016(11) |
229,639
— — — — |
353,290
— — — — |
427,481
— — — — |
—
— — 16,875(11) 6,750(11) |
—
— — 33,750(11) 13,500(11) |
—
— — 33,750(11) 13,500(11) |
—
— 13,500 — — |
—
33,750 — — — |
—
7.10 — 7.10 — |
—
100,342 95,850 102,006(11) 95,850(11) |
William M. Smith
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/04/2016(6) |
95,237
— — — — |
146,519
— — — — |
177,288
— — — — |
—
— — 6,750 2,700 |
—
— — 13,500 5,400 |
—
— — 13,500 5,400 |
—
— 5,400 — — |
—
13,500 — — — |
—
7.10 — 7.10 — |
—
40,137 38,340 40,802 38,340 |
Marc Unger
|
03/04/2016(8)
03/04/2016(6) 03/04/2016(6) 03/04/2016(6) 03/04/2016(6) |
86,632
— — — — |
133,280
— — — — |
161,269
— — — — |
—
— — 6,750 2,700 |
—
— — 13,500 5,400 |
—
— — 13,500 5,400 |
—
— 5,400 — — |
—
13,500 — — — |
—
7.10 — 7.10 — |
—
40,137 38,340 40,802 38,340 |
|
(1)
|
The target amounts shown in this column reflect our annual incentive plan awards provided under our 2016 executive bonus plan. The maximum amounts in this column reflect the greatest payouts that could be made if pre-established maximum performance levels were met or exceeded. Actual 2016 executive bonus plan payouts are reflected in the non-equity incentive plan compensation column of the Summary Compensation Table.
|
(2)
|
The performance-based stock options and the performance-based restricted stock unit awards in this column (with the exception of Mr. Linthwaite, covered in footnote (5) below) reflect awards granted under our 2011 Equity Incentive Plan having a performance-based component. The performance-based component covers two annual periods (fiscal 2016 and fiscal 2017). For each of the two fiscal years, the performance award will become eligible to vest based on the growth in our revenues (as compared to the previous fiscal year). If the actual growth rate for a given fiscal year equals or exceeds the target, 100% of the portion of the performance award covering that fiscal year will become eligible to vest. If the actual growth rate equals a certain minimum growth rate, 50% of the portion of the performance award covering that fiscal year will become eligible to vest. For achievement between minimum and target growth rates, eligibility to vest scales linearly between 50% and 100%. Once the level of achievement has been certified, the performance awards for the given fiscal year that became eligible to vest will vest according to the following time-based schedule: (1) 50% immediately upon the date the actual growth rate is certified, (2) 25% on the one-year anniversary of the certification date, and (3) 25% on the two-year anniversary of the certification date. If a change in control occurs before the end of any fiscal year covered by the performance award, the performance-based component for such fiscal year is treated as having been 100% achieved (with the vesting schedule under the time-based component based on the date of the change in control rather than the certification date).
|
(3)
|
Based upon the closing sale price of our common stock as reported on the NASDAQ Global Select Market on the date of grant.
|
(4)
|
Amounts represent the grant date fair value of the equity awards, calculated in accordance with FASB ASC Topic 718 without regard to estimated forfeitures. See Note 9 of the notes to our audited consolidated financial statements for a discussion of assumptions made in determining the grant date fair value.
|
(5)
|
Mr. Linthwaite became eligible to participate in our 2016 executive bonus plan on his hire date, August 4 2016. The estimated future payout amounts Mr. Linthwaite was eligible to earn are based on his salary, pro-rated by month, from August to December 2016.
|
(6)
|
Represents awards granted under our 2011 Equity Incentive Plan.
|
(7)
|
This performance-based restricted stock unit award for Mr. Linthwaite reflects an award granted under our 2011 Equity Incentive Plan. If the revenue growth rate for the four fiscal quarters ending with the second fiscal quarter in 2017 over the four fiscal quarters ending with the second fiscal quarter in 2016 equals or exceeds the target, then 100% of these performance award shares will become eligible to vest. If the actual growth rate is below the target, then all performance award shares cancel.
|
(8)
|
Corresponds to the date on which our compensation committee set the target bonus amounts payable to each of our named executive officers pursuant to our 2016 executive bonus plan.
|
(9)
|
Based on conversion of Singapore Dollars (SGD) to US Dollars (USD) at a rate of 1 SGD to 0.6964 USD, the average conversion rate for the period beginning December 1, 2016 to December 31, 2016.
|
(10)
|
Mr. Khadder became eligible to participate in our 2016 executive bonus plan on his hire date, June 6, 2016. The estimated future payout amounts Mr. Khadder was eligible to earn are based on his salary, pro-rated by month, from June to December 2016.
|
(11)
|
Represents awards forfeited as a condition of Mr. Worthington’s severance.
|
|
Option Awards
|
Stock Awards
|
|||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
Market Value of Shares or Units of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards:
Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||
Stephen Christopher Linthwaite
|
—
— |
|
140,000(1)
140,000(4) |
—
— |
|
9.05
4.99 |
8/9/2026
11/8/2026 |
—
— |
—
— |
14,000(2)
— |
|
101,920(3)
— |
|
Vikram Jog
|
3,334(5)
12,501(5) 23,410(8) 10,208(10) 5,749(12) 3,093(13) |
|
—
— 1,042 3,792 6,251 10,407 |
—
— — — — — 13,500(14) |
|
14.60
15.49 16.73 47.55 41.14 7.10 7.10 |
5/17/2021
2/17/2022 2/15/2023 3/14/2024 3/12/2025 3/4/2026 3/4/2026 |
1,634(6)
2,601(7) 4,276(9) — — — — |
11,896(3)
18,935(3) 31,129(3) — — — — |
—
— — 5,400(11) — — — |
|
—
— — 39,312(3) — — — |
|
Steven C. McPhail
|
12,270(15)
3,093(13) — |
|
18,730
10,407 — |
—
— 13,500(14) |
|
25.23
7.10 7.10 |
5/21/2015
3/4/2026 3/4/2026 |
7,750(16)
4,276(9) — |
56,420(3)
31,129(3) — |
—
— 5,400(11) |
|
—
— 39,312(3) |
|
Mai Chan (Grace) Yow
|
834(5)
17,859(5) 64,625(8) 10,208(10) 5,749(12) 3,093(13) — |
|
—
— 1,375 3,792 6,251 10,407 — |
—
— — — — — 13,500(14) |
|
14.60
15.49 16.73 47.55 41.14 7.10 7.10 |
5/17/2021
2/17/2022 2/15/2023 3/14/2024 3/12/2025 3/4/2026 3/4/2026 |
1,634(6) 4,226(7) 4,276(9) — — — |
11,896(3)
30,765(3) 31,129 — — — — |
—
— — 5,400(11) — — — |
|
—
— — 39,312(3) — — — |
|
Nicholas Khadder
|
—
|
|
27,000(17)
|
—
|
|
9.05
|
08/09/2026
|
10,800(18)
|
78,624(3)
|
—
|
|
—
|
|
Gajus V. Worthington
|
8,243(5)
5,780(5) 5,780(5) 5,780(5) 5,203(5) 577(5) 70,000(5) 100,000(5) 112,604(8) 7,734(13) |
|
—
— — — — — — — 2,396 26,016 |
—
— — — — — — — — — |
|
4.08
4.08 4.08 8.37 8.37 8.37 14.60 15.49 16.73 7.10 |
11/17/2019
11/17/2019 11/17/2019 1/4/2021 1/4/2021 1/4/2021 5/17/2021 2/17/2022 2/15/2023 3/4/2026 |
7,584(6)
6,739(7) 10,688(9) — — — — — — — |
55,212(3)
49,060(3) 77,809(3) — — — — — — — |
—
— — — — — — — — — |
|
—
— — — — — — — — — |
|
William M. Smith
|
3,727(5)
34,000(5) 37,250(5) 53,854(8) 10,208(10) 5,749(12) 3,093(13) |
|
—
— — 1,146 3,792 6,251 10,407 |
—
— — — — — — 13,500 (14) |
|
8.37
14.60 15.49 16.73 47.55 41.14 7.10 7.10 |
1/4/2021
5/17/2021 2/17/2022 2/15/2023 3/14/2024 3/12/2025 3/4/2026 3/4/2026 |
1,634(6)
2,601(7) 4,276(9) — — — — — |
11,896(3)
18,935(3) 31,129 — — — — — |
—
— — 5,400(11) — — — — — |
|
—
— — 39,312(3) — — — — |
|
Marc Unger
|
934(5)
5,780(5) 270(5) 20,000(5) 53,854(8) 10,208(10) 8,750(10) 5,749(12) 3,750(20) 3,093(13) — |
|
—
— — — 1,146 3,792 3,250 6,251 11,250(3) 10,407 — |
—
— — — — — — — — — 13,500(14) |
|
4.45
8.37 8.37 14.55 16.73 47.55 47.55 41.14 9.44 7.10 7.10 |
8/26/2020
1/4/2021 1/4/2021 3/5/2022 2/15/2023 3/14/2024 3/14/2024 3/12/2025 12/14/2025 3/4/2026 3/4/2026 |
1,634(6)
1,400(6) 2,601(7) 4,625(19) 4,276(9) — — — — — — |
11,896(3)
10,192(3) 18,935(3) 33,670(3) 31,129 — — — — — — |
—
— — — — 5,400(11) — — — — |
|
—
— — — — 39,312(3) — — — — |
|
|
(1)
|
12/48
th
of the shares subject to the option will vest on August 1, 2017 and each month thereafter such that the option will be fully vested on August 1, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(2)
|
The Restricted Stock Units will vest as to 100% of the shares underlying the restricted stock units only if the Company’s revenue growth exceeds the target during the four Company fiscal quarters for Q3 2016 through Q2 2017 versus the four Company fiscal quarters Q3 2015 through Q2 2016. Vesting is subject to continued service through the applicable vesting date.
|
(3)
|
Based on the closing price of our common stock of $7.28 per share on December 30, 2016, as reported on the NASDAQ Global Select Market, and the number of the restricted stock units that had not vested as of December 31, 2016.
|
(4)
|
12/48
th
of the shares subject to the option will vest on October 19, 2017 and each month thereafter such that the option will be fully vested on October 19, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(5)
|
The option is fully vested.
|
(6)
|
4/48
th
of the shares underlying the restricted stock units vested on May 20, 2014 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(7)
|
4/48
th
of the shares underlying the restricted stock units vested on May 20, 2015 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(8)
|
1/48
th
of the shares subject to the option vested on February 15, 2013, and 1/48
th
of the shares subject to the option vested on March 1, 2013 and each month thereafter, such that the option was fully vested on January 1, 2017.
|
(9)
|
4/48
th
of the shares underlying the restricted stock units vested on May 20, 2016 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(10)
|
1/48
th
of the shares subject to the option vested on February 1, 2014 and each month thereafter such that the option will be fully vested on January 1, 2018. Vesting is subject to continued service through the applicable vesting date.
|
(11)
|
These performance-based restricted stock units cover two annual periods (fiscal 2016 and fiscal 2017). For each of the two fiscal years, the performance award will become eligible to vest based on the growth in our revenues (as compared to the previous fiscal year). If the actual growth rate for a given fiscal year equals or exceeds the target, 100% of the portion of the performance award covering that fiscal year will become eligible to vest. If the actual growth rate equals a certain minimum growth rate, 50% of the portion of the performance award covering that fiscal year will become eligible to vest. For achievement between minimum and target growth rates, eligibility to vest scales linearly between 50% and 100%. Once the level of
|
(12)
|
1/48
th
of the shares subject to the option vested on February 1, 2015 and each month thereafter such that the option will be fully vested on January 1, 2019. Vesting is subject to continued service through the applicable vesting date.
|
(13)
|
2/48
th
of the shares subject to the option vested on March 4, 2016, and 1/48
th
of the shares subject to the option vested on April 1, 2016 and each month thereafter, such that the option will be fully vested on January 1, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(14)
|
These performance-based stock options cover two annual periods (fiscal 2016 and fiscal 2017). For each of the two fiscal years, the performance award will become eligible to vest based on the growth in our revenues (as compared to the previous fiscal year). If the actual growth rate for a given fiscal year equals or exceeds the target, 100% of the portion of the performance award covering that fiscal year will become eligible to vest. If the actual growth rate equals a certain minimum growth rate, 50% of the portion of the performance award covering that fiscal year will become eligible to vest. For achievement between minimum and target growth rates, eligibility to vest scales linearly between 50% and 100%. Once the level of achievement has been certified, the performance awards for the given fiscal year that became eligible to vest will vest according to the following time-based schedule: (1) 50% immediately upon the date the actual growth rate is certified, (2) 25% on the one-year anniversary of the certification date, and (3) 25% on the two-year anniversary of the certification date. Vesting is subject to continued service through the applicable vesting date.
|
(15)
|
12/48
th
the shares subject to the option will vest on May 7, 2016 and 1/48
th
of the shares subject to the option will vest each month thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(16)
|
12/48
th
of the shares underlying the restricted stock units will vest on May 20, 2016 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(17)
|
12/48
th
of the shares subject to the option will vest on June 20, 2017 and each month thereafter such that the option will be fully vested on June 20, 2020. Vesting is subject to continued service through the applicable vesting date.
|
(18)
|
14/48
th
of the shares underlying the restricted stock units will vest on August 20, 2017 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(19)
|
2/48
th
of the shares underlying the restricted stock units vested on February 20, 2016 and 3/48
th
of the shares underlying the restricted stock units granted vest every three months thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
(20)
|
1/48
th
of the shares subject to the option vested on January 10, 2016, and 1/48
th
of the shares subject to the option vested on February 1, 2016 and each month thereafter until fully vested. Vesting is subject to continued service through the applicable vesting date.
|
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)(1)
|
||||
Stephen Christopher Linthwaite
|
—
|
|
—
|
|
—
|
|
—
|
|
Vikram Jog
|
—
|
|
—
|
|
3,724
|
|
29,142
|
|
Steven C. McPhail
|
—
|
|
—
|
|
7,774
|
|
65,433
|
|
Mai Chan (Grace) Yow
|
—
|
|
—
|
|
4,474
|
|
34,902
|
|
Nicholas Khadder
|
—
|
|
—
|
|
—
|
|
—
|
|
Gajus V. Worthington
|
—
|
|
—
|
|
12,422
|
|
96,753
|
|
William M. Smith
|
—
|
|
—
|
|
3,724
|
|
29,142
|
|
Marc Unger
|
—
|
|
—
|
|
6,299
|
|
49,078
|
|
|
(1)
|
Value realized on vesting of stock awards is based on the closing price of our common stock on the vesting date and does not necessarily reflect actual proceeds received.
|
•
|
any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, is or becomes the “beneficial owner,” as such term is defined in Rule 13d‑3 under said Act, directly or indirectly, of our securities representing 50% or more of the total voting power represented by our then outstanding voting securities;
|
•
|
a change in the composition of our board occurring within a two-year period, as a result of which fewer than a majority of our directors are “incumbent directors,” which term is defined as either (i) our directors as of the execution date of the relevant agreement or (ii) directors who are elected, or nominated for election, to our board with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of our directors);
|
•
|
the date of the consummation of our merger or consolidation with any other corporation that has been approved by our stockholders, other than a merger or consolidation that would result in our voting
|
•
|
the date of the consummation of the sale or disposition by us of all or substantially all of our assets.
|
•
|
an act of dishonesty in connection with his responsibilities as an employee;
|
•
|
a conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;
|
•
|
gross misconduct;
|
•
|
an unauthorized use or disclosure of any of our proprietary information or trade secrets or of any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us;
|
•
|
a willful breach of any obligations under any written agreement or covenant with us; or
|
•
|
his continued failure to perform his employment duties after he has received a written demand of performance from us and has failed to cure such non-performance to our satisfaction within 10 business days after receiving such notice.
|
•
|
the assignment to Mr. Linthwaite of any duties or a reduction of Mr. Linthwaite’s duties, either of which results in a material diminution in Mr. Linthwaite’s then current position or responsibilities with us (and will be deemed to occur if, following a "change of control", Mr. Linthwaite is not the Chief Operating Officer or President of the acquiring entity);
|
•
|
a material reduction of Mr. Linthwaite’s base salary;
|
•
|
the relocation of Mr. Linthwaite's work location to a facility or a location greater than 25 miles from his present work location; or
|
•
|
a material breach by us of any material provision of the employment and severance agreement.
|
•
|
an amount, payable in accordance with our customary payroll practices, equal to (i) twelve months of the Mr. Linthwaite’s base salary in effect immediately prior to the time of termination; plus (ii) Mr. Linthwaite’s annual bonus at target level of achievement; and
|
•
|
reimbursement of costs and expenses incurred by Mr. Linthwaite and his eligible dependents for coverage under group health plans, policies or arrangements sponsored by us for a period of up to twelve months, provided that such coverage is timely elected under COBRA or similar applicable state statute.
|
•
|
an amount, payable in a lump sum, equal to the greater of (i) 12 months of Mr. Linthwaite’s base salary in effect immediately prior to the “change in control” or (ii) 12 months of Mr. Linthwaite’s base salary in effect immediately prior to the time of termination;
|
•
|
an amount, payable in a lump sum, equal to Mr. Linthwaite’s annual bonus at target level of achievement as in effect immediately prior to the “change of control” or the termination, whichever is greater;
|
•
|
all outstanding unvested stock options, equity appreciation rights or similar equity awards then held by Mr. Linthwaite as of the date of termination will immediately vest and become exercisable as to all shares underlying such options;
|
•
|
any shares of restricted stock, restricted stock units and similar equity awards then held by Mr. Linthwaite will immediately vest and any of our rights of repurchase or reacquisition with respect to such shares will lapse as to all shares; and
|
•
|
reimbursement of costs and expenses incurred by Mr. Linthwaite and his eligible dependents for coverage under group health plans, policies or arrangements sponsored by us for a period of up to twelve months, provided that such coverage is timely elected under COBRA or similar applicable state statute.
|
•
|
any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, is or becomes the “beneficial owner,” as such term is defined in Rule 13d‑3 under said Act, directly or indirectly, of our securities representing 50% or more of the total voting power represented by our then outstanding voting securities;
|
•
|
a change in the composition of our board occurring within a two-year period, as a result of which fewer than a majority of our directors are “incumbent directors,” which term is defined as either (i) our directors as of the execution date of the relevant agreement or (ii) directors who are elected, or nominated for election, to our board with the affirmative votes of at least a majority of the incumbent directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of our directors);
|
•
|
the date of the consummation of our merger or consolidation with any other corporation that has been approved by our stockholders, other than a merger or consolidation that would result in our voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by our voting securities or such surviving entity outstanding immediately after such merger or consolidation, or our stockholders approve a plan of our complete liquidation; or
|
•
|
the date of the consummation of the sale or disposition by us of all or substantially all of our assets.
|
•
|
an act of dishonesty in connection with a named executive officer’s responsibilities as an employee;
|
•
|
a conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;
|
•
|
gross misconduct;
|
•
|
an unauthorized use or disclosure of any of our proprietary information or of any other party to whom he or she owes an obligation of nondisclosure as a result of his or her relationship with us;
|
•
|
a willful breach of any obligations under any written agreement or covenant with us; or
|
•
|
a named executive officer’s continued failure to perform his or her employment duties after he or she has received a written demand of performance from us and has failed to cure such non-performance to our satisfaction within 10 business days after receiving such notice.
|
•
|
the assignment to the named executive officer of any duties or a reduction of the named executive officer’s duties, either of which significantly reduces his or her responsibilities; provided that the continuance of his or her responsibilities at the subsidiary or divisional level following a change of control, rather than at the parent, combined or surviving company level following such change of control shall not be deemed “good reason” within the meaning of this clause;
|
•
|
a material reduction of the named executive officer’s base salary;
|
•
|
the relocation of the named executive officer to a facility or a location greater than 50 miles from his or her present location; or
|
•
|
a material breach by us of any material provision of the employment and severance agreement.
|
•
|
an amount, payable in accordance with our customary payroll practices, equal to six months of the named executive officer’s base salary in effect immediately prior to the time of termination; and
|
•
|
reimbursement of costs and expenses incurred by the executive officer and his or her eligible dependents for coverage under group health plans, policies or arrangements sponsored by us for a period of up to six months, provided that such coverage is timely elected under COBRA or similar applicable state statute.
|
•
|
an amount, payable in a lump sum, equal to the greater of (i) six months of the named executive officer’s base salary in effect immediately prior to the change in control or (ii) six months of the named executive officer’s base salary in effect immediately prior to the time of termination;
|
•
|
all outstanding unvested stock options, equity appreciation rights or similar equity awards then held by the named executive officer as of the date of termination will immediately vest and become exercisable as to all shares underlying such options;
|
•
|
any shares of restricted stock, restricted stock units and similar equity awards then held by the named executive officer will immediately vest and any of our rights of repurchase or reacquisition with respect to such shares will lapse as to all shares; and
|
•
|
reimbursement of costs and expenses incurred by the named executive officer and his or her eligible dependents for coverage under group health plans, policies or arrangements sponsored by us for a period of up to six months, provided that such coverage is timely elected under COBRA or similar applicable state statute.
|
|
Employment Terminated without Cause prior to, or more than 12 Months after,
a Change of Control |
Employment Terminated within
12 Months after a Change of Control (1) |
|||
Name
|
Severance Payments ($)
|
Health Care Benefits ($)
|
Equity Acceleration ($)(2)
|
Severance Payments ($)
|
Health Care Benefits ($)
|
Stephen Christopher Linthwaite
|
500,000(3)
|
28,089(4)
|
422,520
|
500,000(3)
|
28,089(4)
|
Vikram Jog
|
169,750(5)
|
14,045(6)
|
105,575
|
169,750(5)
|
14,045(6)
|
Steven C. McPhail
|
169,850(5)
|
14,045(6)
|
131,165
|
169,850(5)
|
14,045(6)
|
Mai Chan (Grace) Yow(7)
|
147,428(5)
|
857(8)
|
117,405
|
147,428(5)
|
857(6)
|
Nicholas Khadder
|
162,500(5)
|
14,684(6)
|
78,624
|
162,500(5)
|
14,684(6)
|
William M. Smith
|
167,375(5)
|
10,294(6)
|
105,575
|
167,375(5)
|
10,294(6)
|
|
(1)
|
Includes termination of the employee’s employment by the company or its successor without “cause” and termination by the employee for “good reason.”
|
(2)
|
We estimate the value of the acceleration of options and restricted stock units held by the named executive officer based on the closing stock price of our common stock of $7.28 per share on December 30, 2016 (the last trading day of 2016), as reported on the NASDAQ Global Select Market, and the number of unvested in-the-money options and shares held by such named executive officer as of December 31, 2016.
|
(3)
|
The amount shown is equal to 12 months of Mr. Linthwaite’s base salary as of December 31, 2016.
|
(4)
|
The amount shown is equal to the cost of covering Mr. Linthwaite and his eligible dependents under our benefit plans for a period of 12 months, assuming that such coverage is timely elected under COBRA.
|
(5)
|
The amount shown is equal to six months of the named executive officer’s base salary as of December 31, 2016.
|
(6)
|
The amount shown is equal to the cost of covering the named executive officer and his or her eligible dependents under our benefit plans for a period of six months, assuming that such coverage is timely elected under COBRA for such U.S.-based named executive officer.
|
(7)
|
Based on conversion of Singapore Dollars (SGD) to US Dollars (USD) at a rate of 1 SGD to 0.6964
USD, the average conversion rate for the period beginning December 1, 2016 to December 31, 2016.
|
(8)
|
Ms. Yow is based in Singapore and is not eligible to participate in COBRA. The amount shown is equal to the cost of covering Ms. Yow and her eligible dependents under the applicable health care benefit plan in Singapore for a period of six months.
|
Annual cash retainer for each non-employee director
|
$40,000
|
Annual cash retainer for each audit committee member
|
$10,000
|
Annual cash retainer for each compensation committee member
|
$7,000
|
Annual cash retainer for each nominating and corporate governance committee member
|
$5,000
|
Additional cash retainer for chairman of the board
|
$40,000
|
Additional cash retainer for chairman of the audit committee
|
$10,000
|
Additional cash retainer for chairman of the compensation committee
|
$8,000
|
Additional cash retainer for chairman of the nominating and corporate governance committee
|
$5,000
|
|
Fees Earned or Paid in Cash ($)
|
Stock Awards
($)(1) |
Option Awards ($)(1)
|
Total
($) |
Gerhard F. Burbach
|
65,000
|
52,250
|
20,973
|
138,223
|
Samuel D. Colella
|
97,000
|
52,250
|
20,973
|
170,223
|
Evan Jones
|
57,000
|
52,250
|
20,973
|
130,223
|
Patrick S. Jones
|
60,000
|
52,250
|
20,973
|
133,223
|
John A. Young
|
52,000
|
52,250
|
20,973
|
125,223
|
|
(1)
|
Amounts represent the aggregate grant date fair value of the equity awards calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation, as amended, without regard to estimated forfeitures. See Note 9 of the notes to our audited consolidated financial statements for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of our stock options.
|
|
Aggregate Number of Shares Underlying Stock Options Outstanding as of
December 31, 2016 |
Aggregate Number of Shares Underlying Restricted Stock Units Outstanding as of
December 31, 2016 |
Gerhard F. Burbach
|
67,000
|
5,000
|
Samuel D. Colella
|
25,000
|
5,000
|
Evan Jones
|
91,000
|
5,000
|
Patrick S. Jones
|
91,000
|
5,000
|
John A. Young
|
78,340
|
5,000
|
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(4) |
Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||
Equity compensation plans approved by security holders
|
|
|
|
||||
1999 Stock Option Plan (1)
|
4,951
|
|
$
|
17.12
|
|
—
|
|
2009 Equity Incentive Plan (2)
|
212,140
|
|
$
|
6.37
|
|
—
|
|
2011 Equity Incentive Plan (3)
|
4,360,176
|
|
$
|
13.21
|
|
510,237
|
|
Equity compensation plans not approved by security holders (5)
|
—
|
|
$
|
—
|
|
—
|
|
Total
|
4,577,267
|
|
$
|
12.90
|
|
510,237
|
|
|
(1)
|
The 1999 Stock Option Plan was replaced by the 2009 Equity Incentive Plan in April 2009. A total of 381,495 shares remaining available for grant under the 1999 Stock Option Plan were transferred to the 2009 Equity Incentive Plan and the 1999 Stock Option Plan was terminated for any new grants.
|
(2)
|
The 2009 Equity Incentive Plan was replaced by the 2011 Equity Incentive Plan in February 2011. A total of 55,423 shares remaining available for grant under the 2009 Equity Incentive Plan were transferred to the 2011 Equity Incentive Plan and the 2009 Equity Incentive Plan was terminated for any new grants.
|
(3)
|
The 2011 Equity Incentive Plan provides that the number of shares available for issuance under the plan will include an annual increase on the first day of each fiscal year beginning in 2012, equal to the least of: (a) 1,000,000 shares; (b) 4.0% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year; or (c) such other amount as our board of directors may determine. Pursuant to the provision, an additional 1,000,000 shares became available for issuance under the 2011 Equity Incentive Plan, effective January 1, 2017.
|
(4)
|
This column does not reflect awards of options assumed in acquisitions where the plans governing the awards were not available for future awards as of December 31, 2014. As of December 31, 2014, individual awards of options to purchase a total of 56,327 shares were outstanding pursuant to awards assumed in connection with our acquisition of DVS Sciences, Inc. and granted under DVS’s 2010 Equity Incentive Plan at a weighted-average exercise price of $4.12.
|
(5)
|
This table above does not reflect amounts available for issuance under the Fluidigm 2017 Inducement Award Plan, or 2017 Inducement Plan, which was approved by the board in January 2017. As of March 31, 2017, a total of 2,000,000 shares of Fluidigm common stock remained available for issuance under the 2017 Inducement Plan.
|
•
|
Each person who we know beneficially owns more than five percent of our common stock;
|
•
|
Each of our directors and nominees for the board of directors;
|
•
|
Each of our named executive officers; and
|
•
|
All of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Shares
Beneficially Owned |
Percent of Shares Beneficially Owned
|
|
5% Stockholders:
|
|
|
|
Entities affiliated with Levin Capital Strategies, L.P. (1)
|
7,522,529
|
25.7
|
%
|
Entities affiliated with PRIMECAP Management Company (2)
|
4,295,532
|
14.7
|
%
|
Entities affiliated with BlackRock, Inc. (3)
|
1,827,699
|
6.2
|
%
|
Entities affiliated with Mubadala Development Company PJSC (4)
|
1,599,069
|
5.5
|
%
|
Entities affiliated with Adage Capital Partners, L.P. (5)
|
1,546,209
|
5.3
|
%
|
Directors and Named Executive Officers:
|
|
|
|
Stephen Christopher Linthwaite (6)
|
84,072
|
*
|
|
Nicolas M. Barthelemy (7)
|
7,100
|
*
|
|
Gerhard F. Burbach (8)
|
66,166
|
*
|
|
Samuel D. Colella (9)
|
83,250
|
*
|
|
Evan Jones (10)
|
154,617
|
*
|
|
Patrick S. Jones (11)
|
90,166
|
*
|
|
Carlos V. Paya
|
0
|
*
|
|
John A. Young (12)
|
78,355
|
*
|
|
Vikram Jog (13)
|
84,373
|
*
|
|
Nicholas S. Khadder (14)
|
10,893
|
*
|
|
Steven C. McPhail (15)
|
35,026
|
*
|
|
Mai Chan (Grace) Yow (16)
|
126,360
|
*
|
|
Gajus V. Worthington (17)
|
382,092
|
1.3
|
%
|
William M. Smith (18)
|
155,160
|
*
|
|
Marc Unger (19)
|
133,259
|
*
|
|
All directors and executive officers as a group (16 persons) (20)
|
1,502,987
|
4.9
|
%
|
|
*
|
Less than one percent.
|
(1)
|
Based solely on the Form 5 filed with the SEC on February 14, 2017. Levin Capital Strategies, L.P., or LCS, filing jointly with LCS GP, LLC, Levin Capital Trilogy Master Fund, Ltd. (“Trilogy”), LCS, LLC, Levcap Alternative Fund, L.P. (“Levcap”), LCS Event Partners LLC, Safinia Partners, L.P. (“Safinia”), LCS L/S, LLC and John A. Levin (collectively, the “LCS Filing Group”), report that the shares are beneficially owned as follows: 6,341,380 shares are owned by Managed Accounts of LCS; 1,098,376 shares are owned by Transamerica Large Cap Value Fund; 51,068 shares are owned by Trilogy; 22,453 shares are owned by Levcap; and 9,252 shares are owned by Safinia. The address of LCS is 595 Madison Avenue, 17
th
Floor, New York, NY 10022.
|
(2)
|
Based solely on the most recently available Schedule 13G filed with the SEC on February 9, 2017. PRIMECAP Management Company, or PRIMECAP, reported sole voting power with respect to 2,892,532 shares, sole dispositive power with respect to 4,295,532 shares, and no shared voting or dispositive power. PRIMECAP is an investment advisor in accordance with Rule 13d 1(b). The address of PRIMECAP is 177 E. Colorado Blvd., 11
th
Floor, Pasadena, CA 91105.
|
(3)
|
Based solely on the most recently available Schedule 13G filed with the SEC on January 24, 2017. BlackRock, Inc., or BlackRock, and its affiliates, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, reported sole voting power with respect to 1,781,934 shares, sole dispositive power with respect to 1,827,699 shares, and no shared voting or dispositive power. The address of BlackRock is 55 East 52
nd
Street, New York, NY 10055.
|
(4)
|
Based solely on the most recently available Schedule 13G filed with the SEC on February 11, 2016. Mubadala Development
Company PJSC, or Mubadala Development Company, filing jointly with MDC Capital LLC and MDC Capital (Cayman) Limited, as trustee for Fifty First Investment Company LLC, reported shared voting power with respect to 1,599,069 shares, shared dispositive power with respect to 1,599,069 shares, and no sole voting or dispositive power. The address of Mubadala Development Company is P.O. Box 45005, Abu Dhabi, United Arab Emirates. |
(5)
|
Based solely on the most recently available Schedule 13G filed with the SEC on March 13, 2017. Adage Capital Partners, L.P., or Adage, filing jointly with Adage Capital Partners GP, L.L.C, Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross reported shared voting power with respect to 1,546,209 shares, shared dispositive power with respect to 1,546,209 shares, and no sole voting or dispositive power. The address of Adage is 200 Clarendon Street, 52
nd
Floor, Boston, MA 02116.
|
(6)
|
Consists of 58,000 shares held by Stephen Christopher Linthwaite, options to purchase 19,739 shares of common stock that are exercisable within 60 days of April 14, 2017, and 6,333 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(7)
|
Consists of 7,100 shares held by the Barthelemy 2001 Trust, of which Mr. Barthelemy is a trustee.
|
(8)
|
Consists of options to purchase 66,166 shares of common stock that are exercisable within 60 days of April 14, 2017.
|
(9)
|
Consists of 43,523 shares held by The Colella Family Trust U/D/T dated September 21, 1992, of which Mr. Colella is a trustee, 5,561 shares held by The Colella Family Partners, L.P., of which Mr. Colella is a general partner, 10,000 shares held by the Colella Family Exempt Marital Deduction Trust dated September 21, 1992 of which Mr. Colella is a trustee, and options to purchase 24,166 shares of common stock held by Mr. Colella that are exercisable within 60 days of April 14, 2017.
|
(10)
|
Consists of 64,451 shares held of record by jVen Capital, LLC, of which Mr. Jones is a managing member, and options to purchase 90,166 shares of common stock that are exercisable within 60 days of April 14, 2017.
|
(11)
|
Consists of options to purchase 90,166 shares of common stock that are exercisable within 60 days of April 14, 2017.
|
(12)
|
Consists of 849 shares held by the Young Family Trust dated September 8, 1986, of which Mr. Young is a trustee, and options to purchase 77,506 shares of common stock that are exercisable within 60 days of April 14, 2017.
|
(13)
|
Consists of 5,063 shares held by Vikram Jog, 2,061 shares held by the Vikram and Pratima Jog Family Trust U/A dated June 23, 2009, of which Mr. Jog is a trustee, options to purchase 73,379 shares of common stock that are exercisable within 60 days of April 14, 2017, and 3,870 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(14)
|
Consists of options to purchase 8,260 shares of common stock that are exercisable within 60 days of April 14, 2017, and 2,633 restricted stock units scheduled to vest within 60 days of April 14, 2017
|
(15)
|
Consists of 5,925 shares held by Steven C. McPhail, options to purchase 26,277 shares of common stock that are exercisable within 60 days of April 14, 2017, and 2,824 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(16)
|
Consists of 9,840 shares held by Mai Chan (Grace)Yow, options to purchase 113,722 shares of common stock that are exercisable within 60 days of April 14, 2017, and 2,798 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(17)
|
Consists of 17,503 shares held by Gajus Worthington, 33,029 shares held of record by the Worthington Family Trust dated March 6, 2007, of which Mr. Worthington is a trustee, options to purchase 328,315 shares of common stock that are exercisable within 60 days of April 14, 2017, and 3,245 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(18)
|
Consists of 4,487 shares held by William M. Smith, and options to purchase 150,673 shares of common stock that are exercisable within 60 days of April 14, 2017.
|
(19)
|
Consists of 8,400 shares held by Marc Unger, options to purchase 121,534 shares of common stock that are exercisable within 60 days of April 14, 2017, and 3,325 restricted stock units scheduled to vest within 60 days of April 14, 2017.
|
(20)
|
Consists of 275,792 shares beneficially owned by current directors and executive officers, options held by current directors and executive officers to purchase 1,198,148 shares of common stock that are exercisable within 60 days of April 14, 2017, and 29,047 restriction stock units scheduled to vest within 60 days of April 14, 2017.
|
|
2016
|
|
|
2015
|
|
||
Audit fees(1)
|
$
|
1,296,464
|
|
|
$
|
1,248,247
|
|
Audit-related fees
|
—
|
|
|
—
|
|
||
Tax fees(2)
|
72,000
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total fees
|
$
|
1,368,464
|
|
|
$
|
1,248,247
|
|
|
(1)
|
Audit fees for 2016 and 2015 consist of fees billed or to be billed by PricewaterhouseCoopers LLP for professional services rendered for the audit of our annual consolidated financial statements and for review of certain quarterly financial statements.
|
(2)
|
For 2016, Tax fees consist of fees billed by PricewaterhouseCoopers LLP for professional services rendered primarily for intercompany transfer pricing services.
|
(a)
|
Documents filed as part of the report
|
Exhibit
Number |
Description
|
Incorporated by Reference
From Form |
24.2
|
Power of Attorney for certain directors of Fluidigm Corporation, authorizing the signing of this Annual Report on Form 10-K on their behalf.
|
Filed herewith
|
31.3
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
Filed herewith
|
31.4
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
|
Filed herewith
|
|
FLUIDIGM CORPORATION
|
||
|
|
|
|
Dated: April 27, 2017
|
|
|
|
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
*
|
By:
/s/ Vikram Jog
Vikram Jog, as attorney in fact |
Exhibit
Number |
Description
|
Incorporated by Reference
From Form |
24.2
|
Power of Attorney for certain directors of Fluidigm Corporation, authorizing the signing of this Annual Report on Form 10-K on their behalf.
|
Filed herewith
|
31.3
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
Filed herewith
|
31.4
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
|
Filed herewith
|
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