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Share Name | Share Symbol | Market | Type |
---|---|---|---|
The Spectranetics Corp. (MM) | NASDAQ:SPNC | 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% | 38.45 | 38.45 | 38.50 | 0 | 01:00:00 |
o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material under §240.14a-12
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The Spectranetics Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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)
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Title of each class of securities to which transaction applies:
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(2
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)
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Aggregate number of securities to which transaction applies:
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(3
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)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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)
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Proposed maximum aggregate value of transaction:
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(5
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)
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Total fee paid:
|
o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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)
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Amount Previously Paid:
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(2
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)
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Form, Schedule or Registration Statement No.:
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(3
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)
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Filing Party:
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(4
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)
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Date Filed:
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1.
|
To elect Daniel A. Pelak and Maria Sainz, Class II directors to the Board of Directors of the Company, to serve a three-year term until the 2020 Annual Meeting of Stockholders, or until their successors are elected and have been duly qualified; and
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2.
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To hold a non-binding, advisory vote to approve the compensation of the Company’s named executive officers; and
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3.
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To hold a non-binding, advisory vote regarding the frequency of future advisory votes on executive compensation that will be conducted by the Company; and
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4.
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To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and
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5.
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To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
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|
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Scott Drake
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|
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President and Chief Executive Officer
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|
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ADVISORY VOTE
ON DETERMINING THE FREQUENCY OF SAY-ON-PAY (“FREQUENCY VOTE”) (Proposal No. 3)
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2016 ANNUAL REPORT TO STOCKHOLDERS
|
|
2016 FORM 10-K
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|
Name and Address
|
Shares
Owned (1)
|
Right to
Acquire (2)
|
Total Shares
Beneficially
Owned
|
Percentage of
Outstanding
Shares
|
|||
5% Stockholders
|
|
|
|
|
|||
FMR LLC (3)
|
5,376,762
|
|
—
|
|
5,376,762
|
|
12.3%
|
Franklin Resources, Inc. (4)
|
2,642,271
|
|
—
|
|
2,642,271
|
|
6.0%
|
BlackRock, Inc. (5)
|
2,639,282
|
|
—
|
|
2,639,282
|
|
6.0%
|
Arrowpoint Asset Management, LLC (6)
|
2,602,148
|
|
—
|
|
2,602,148
|
|
5.9%
|
Oak Ridge Investments LLC (7)
|
2,358,918
|
|
—
|
|
2,358,918
|
|
5.4%
|
Directors and Named Executive Officers (8)
|
|
|
|
|
|||
R. John Fletcher (9)
|
136,917
|
|
—
|
|
136,917
|
|
*
|
Joseph M. Ruggio, M.D. (9)
|
68,186
|
|
—
|
|
68,186
|
|
*
|
Daniel A. Pelak (9)
|
78,632
|
|
—
|
|
78,632
|
|
*
|
William C. Jennings (9)
|
64,713
|
|
—
|
|
64,713
|
|
*
|
Maria Sainz (9)
|
29,496
|
|
—
|
|
29,496
|
|
*
|
B. Kristine Johnson (9)
|
26,439
|
|
—
|
|
26,439
|
|
*
|
Todd Schermerhorn (9)
|
10,768
|
|
—
|
|
10,768
|
|
*
|
Scott Drake
|
255,398
|
|
425,357
|
|
680,755
|
|
1.5%
|
Shahriar Matin
|
129,450
|
|
240,998
|
|
370,448
|
|
*
|
Donna Ford-Serbu
|
23,391
|
|
87,944
|
|
111,335
|
|
*
|
Stacy McMahan
|
20,275
|
|
23,520
|
|
43,795
|
|
*
|
Udo Scheiner
|
—
|
|
—
|
|
—
|
|
*
|
All current executive officers and directors as a group
(12 persons)
|
843,665
|
|
777,819
|
|
1,621,484
|
|
3.7%
|
*
|
Less than 1%
|
(1)
|
Includes shares for which the named person has sole voting and investment power or shared voting and investment power with a spouse. Also includes restricted stock awards, whether vested or unvested. Excludes shares that may be acquired through stock option exercises and vesting of restricted stock units (“RSUs”).
|
(2)
|
Shares that can be acquired through stock options exercisable or RSU vesting within 60 days of March 31,
2017
.
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(3)
|
Information obtained from Schedule 13G/A filed with the Securities and Exchange Commission (“SEC”) on February 14, 2017. Includes shares beneficially owned by FMR Co., Inc. and FIAM LLC. The filing noted that
|
(4)
|
Information obtained from Schedule 13G filed with the SEC on February 7, 2017. Includes shares beneficially owned by Charles B. Johnson, Rupert H. Johnson, Jr., Fiduciary Trust Company International, and Franklin Advisers, Inc. The filing noted that Franklin Resources, Inc. claims no sole or shared dispositive power and no sole or shared voting power for the shares. The address for Franklin Resources, Inc. is One Franklin Parkway, San Mateo, California 94403-1906.
|
(5)
|
Information obtained from Schedule 13G/A filed with the SEC on January 27, 2017. Includes shares beneficially owned by BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, and BlackRock Investment Management, LLC. The filing noted that BlackRock, Inc. is a parent holding company or control person and claims sole dispositive power for 2,639,282 shares and sole voting power for 2,541,408 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(6)
|
Information obtained from Schedule 13G/A filed with the SEC on February 13, 2017. The filing noted that Arrowpoint Asset Management, LLC claims sole voting and dispositive power for 2,602,148 shares. The address for Arrowpoint Asset Management, LLC is 100 Fillmore Street, Suite 325, Denver, Colorado 80206.
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(7)
|
Information obtained from Schedule 13G filed with the SEC on February 13, 2017. The filing noted that Oak Ridge Investments LLC claims sole dispositive power for 2,241,535 shares and sole voting power for 2,219,241 shares. The address for Oak Ridge Investments LLC is 10 South LaSalle Street, Ste. 1900, Chicago, IL 60603.
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(8)
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The address of each of the directors and named executive officers listed is c/o The Spectranetics Corporation, 9965 Federal Drive, Colorado Springs, CO 80921.
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(9)
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Shares owned include 6,949 shares of unvested restricted stock granted to each of Mr. Fletcher, Dr. Ruggio, Mr. Pelak, Mr. Jennings, Ms. Sainz, Ms. Johnson and Mr. Schermerhorn on June 30, 2016 pursuant to our 2016 Incentive Award Plan (the “2016 Plan”). The shares of restricted stock are subject to forfeiture until they vest on June 30, 2017.
|
Name
|
Age
|
Positions with the Company
|
Director
Since
|
Class of Director
|
Term
Expires
|
Scott Drake
|
49
|
President and Chief Executive Officer, Director
|
2011
|
Class I
|
2019
|
R. John Fletcher
|
71
|
Chairman of the Board of Directors
|
2002
|
Class III
|
2018
|
William C. Jennings
|
77
|
Director
|
2009
|
Class I
|
2019
|
B. Kristine Johnson
|
65
|
Director
|
2012
|
Class III
|
2018
|
Daniel A. Pelak (1)
|
65
|
Director
|
2010
|
Class II
|
2017
|
Joseph M. Ruggio, M.D.
|
62
|
Director
|
1997
|
Class I
|
2019
|
Maria Sainz (1)
|
51
|
Director
|
2010
|
Class II
|
2017
|
Todd C. Schermerhorn
|
56
|
Director
|
2015
|
Class III
|
2018
|
•
|
The Audit Committee regularly reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. Specific examples of risks primarily overseen by the Audit Committee include, but are not limited to, risks related to preparing our financial statements, disclosure controls and procedures, internal controls over financial reporting, accounting, financial, auditing, treasury, and cybersecurity risks.
|
•
|
The Compensation Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks arising from our compensation policies and programs.
|
•
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The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks associated with Board organization, membership and structure, succession planning and corporate governance.
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•
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The Compliance and Quality Committee assists the Board in fulfilling its oversight responsibilities by considering risks relating to our global operations within the medical device industry, and its compliance with applicable health care laws and regulations.
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•
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Commitment to promoting the long-term interests of our stockholders;
|
•
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Strong professional and personal reputation consistent with our values;
|
•
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Broad general business experience and acumen, which may include experience in management, finance, marketing and/or accounting;
|
•
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Leadership experience and experience with strategic planning;
|
•
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Familiarity with our industry and marketplace;
|
•
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Strong educational background, including possible graduate degrees and professional training;
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•
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Mature business judgment and a high level of personal and professional integrity; and
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•
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Sufficient time, energy and attention to devote to our business as a member of the Board.
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•
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A candidate’s independence, as defined under the current NASDAQ Global Select Market listing standards; and
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•
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A candidate’s ability to satisfy the composition requirements for a Board Committee.
|
•
|
Documentation supporting that the writer is a stockholder of Spectranetics and a statement that the writer is recommending a candidate for nomination as a director;
|
•
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A resume of the candidate’s business experience and educational background that also includes the candidate’s name, business and residence addresses, principal occupation or employment, and an explanation of how the candidate’s background and qualifications are directly relevant to Spectranetics’ business;
|
•
|
The number of shares of Spectranetics common stock beneficially owned by the candidate;
|
•
|
A statement detailing any relationship, arrangement or understanding, formal or informal, between or among the candidate, any affiliate of the candidate, and any customer, supplier or competitor of Spectranetics, or any other relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board;
|
•
|
Detailed information describing any relationship, arrangement or understanding, formal or informal, between or among the proposing stockholder, the candidate, and any affiliate of the proposing stockholder or the candidate;
|
•
|
Any other information required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director;
|
•
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A signed consent of the candidate to serve as a director, if nominated and elected; and
|
•
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The other information set out in our Policy and Procedures Regarding the Consideration of Director Candidates Recommended by Security Holders, which is available on our website at www.spectranetics.com/investor-relations/corporate-governance.
|
•
|
Any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee to become our director;
|
•
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Any person known to be the beneficial owner of more than 5% of any class of our voting securities;
|
•
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Any immediate family member of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
|
•
|
Compensation:
|
(i)
|
to one of our executive officers or directors if the compensation is required to be reported in our proxy statement pursuant to Item 402 of Regulation S-K; or
|
(ii)
|
to one of our executive officers, if such compensation would have been required to be reported under Item 402 of Regulation S-K as compensation earned for services to us if the executive was a “named executive officer” in the proxy statement and such compensation has been approved, or recommended to our Board of Directors for approval, by the Compensation Committee.
|
•
|
Transactions that are in our ordinary course of business and where the interest of the Related Party arises only:
|
(i)
|
from the Related Party’s position as a director of another corporation or organization that is a party to the transaction;
|
(ii)
|
from the direct or indirect ownership by such Related Party and all other Related Parties, in the aggregate, of less than a 5% equity interest in another person (other than a partnership) which is a party to the transaction;
|
(iii)
|
from both such positions and ownership described above; or
|
(iv)
|
from the Related Party’s position as a limited partner in a partnership in which the Related Party and all other Related Parties, in the aggregate, have an interest of less than 5%, and the Related Party is not a general partner of and does not have another position in the partnership.
|
•
|
Transactions that are in our ordinary course of business and where the interest of the Related Party arises solely from the ownership of a class of our equity securities and all holders of such class of our equity securities will receive the same benefit on a pro rata basis.
|
Name
|
Age
|
Office
|
Scott Drake
|
49
|
President and Chief Executive Officer
|
Stacy McMahan
|
53
|
Chief Financial Officer
|
Shahriar (Shar) Matin
|
42
|
Chief Operating Officer
|
Donna Ford-Serbu
|
48
|
Senior Vice President, Sales and Marketing, Lead Management
|
Scott Hutton
|
45
|
Senior Vice President and General Manager, Vascular Intervention
|
Named Executive Officer
|
Title
|
Scott Drake
|
President and Chief Executive Officer
|
Stacy McMahan
|
Chief Financial Officer
|
Shahriar Matin
|
Chief Operating Officer
|
Donna Ford-Serbu
|
Senior Vice President, Sales and Marketing, Lead Management
|
Udo Scheiner
|
Former Senior Vice President, International Commercial Operations (1)
|
(1)
|
Mr. Scheiner joined the Company effective March 23, 2016 and resigned effective November 7, 2016.
|
•
|
Consolidated revenue increase of 10% relative to
2015
, with Vascular Intervention revenue growth of 13% and Lead Management revenue growth of 5%.
|
•
|
International revenue increased by 16% on a constant currency basis. (1)
|
•
|
Innovative new products brought to the market including AngioSculptX™ (approved for sale in the European Union), which is the world’s first drug-coated scoring balloon to treat coronary disease, and our life-saving Bridge-to-surgery device.
|
•
|
Clinical data releases of top-tier results for Stellarex™ (approved for sale in the European Union), a next generation drug-coated balloon.
|
(1)
|
International revenue on a constant currency basis is a non-GAAP financial measure. For a discussion and reconciliation of international revenue on a constant currency basis to the most directly comparable measure under United States generally accepted accounting principles (“GAAP”), see “Item 7.
|
•
|
In 2016, 97% of the votes cast at our annual meeting of stockholders (excluding broker non-votes) supported our compensation programs and executive pay, as indicated by the say-on-pay vote.
|
•
|
In June 2016, the Compensation Committee approved a special one-time performance stock unit (“PSU”) grant (the “2016 PSUs”) to the senior management team, including NEOs.
|
•
|
Annual equity grants to NEOs, which do not include the special grant of the 2016 PSUs, were below market median in 2016 due to the front-loaded PSU grants made in 2014.
|
•
|
Align NEO compensation with our corporate strategies, business objectives and the long-term interests of our stockholders;
|
•
|
Incentivize NEOs to achieve key strategic, financial and operational performance measures by linking annual and long-term compensation incentives to the achievement of performance goals in these areas;
|
•
|
Reinforce NEOs’ incentive to maximize long-term, sustainable stockholder value, and promote their retention, by providing the largest amount of total compensation opportunities in the form of equity;
|
•
|
Support our performance-based philosophy and culture;
|
•
|
Continue to attract and retain individuals of superior ability and managerial talent; and
|
•
|
Focus on employee retention through our long-term equity programs.
|
•
|
Pay for performance
. NEO performance-based compensation and payments are based on pre-determined, measurable performance objectives approved by the Compensation Committee.
|
•
|
Incentive caps
. Caps are imposed on the maximum incentives that can be awarded to NEOs.
|
•
|
Equity-based pay
. A significant portion of our NEOs’ compensation is in the form of equity awards that emphasize long-term value creation. For
2016
, between 33% and 68% of target total direct compensation for our NEOs (which excludes the special one-time grant of 2016 PSUs) was paid in equity awards, assuming the full grant date fair value for RSUs and stock options and one-third of the grant date fair value for front-loaded PSUs granted in 2014 (the “2014 PSUs”), which represents annualized target total direct compensation. The 2014 PSUs are referred to as “front-loaded” because the Compensation Committee made, in a single award, multi-year PSU grants that the Compensation Committee anticipated would have been granted to the NEOs over the next three years.
|
•
|
At-risk pay
. A significant portion of our NEOs’ compensation is “performance-based” or “at-risk.” In
2016
, between 26% and 55% of target total direct compensation for our NEOs (which excludes the special one-time grant of 2016 PSUs) was performance-based or “at-risk,” assuming the full grant date fair value for RSUs and one-third of the grant date fair value for the front-loaded 2014 PSUs.
|
•
|
Significant vesting periods
. The 2014 PSU awards earned by NEOs vest 75% upon completion of the three-year performance period and 25% one year after the performance period. RSU awards and stock options granted to NEOs generally vest over a four-year period.
|
•
|
Mix of incentives
. A balance of short-term and long-term incentives is created through a mix of variable cash compensation awards and long-term equity awards.
|
•
|
Median compensation targets
. We do not target direct compensation (base salary, annual variable incentive compensation and long-term incentive compensation) at a specific market percentile. NEO target total direct compensation is positioned at competitive market levels. We assess market competitiveness by considering a range of compensation between market median and the 75
th
percentile. Pay positioning may vary by individual based on role, experience, performance, criticality and other factors.
|
•
|
Stock ownership guidelines
. To align the interests of management and stockholders, our NEOs are required over time to hold common stock or RSUs with a value equal to their annual salary (and with the CEO, three times his or her annual salary).
|
•
|
Engagement of an independent compensation consultant
. Our Compensation Committee engages an independent compensation consultant, which provides no other services to the Company, to advise on executive and non-employee director compensation matters. The Compensation Committee has the exclusive authority to retain or terminate the compensation consultant.
|
•
|
Clawback policy
. Under the terms of our 2016 Plan, Amended and Restated 2006 Incentive Award Plan (the “Amended 2006 Plan”) and equity award agreements, we may recover incentive compensation paid to any executive pursuant to any compensation recovery policy adopted by the
|
•
|
No tax gross-ups
. Our severance agreements with the NEOs do not contain any excise tax gross-ups.
|
•
|
No hedging or pledging
. Our Corporate Governance Guidelines prohibit hedging transactions and pledging of our stock by our directors, officers and employees.
|
•
|
Use and updating of peer group companies.
Our Compensation Committee uses a clearly defined set of peer group companies to aid it in setting and structuring compensation for our NEOs, which, in consultation with its compensation consultant, it periodically updates to reflect changes in the revenues, market capitalization, and business of us and our peers. Our peer group comprises 15 similarly sized publicly traded companies in the medical device industry.
|
•
|
Competitive practices and the amounts and nature of compensation paid to executive officers of similarly sized companies in the medical device industry, the proportionate share of compensation related to base salary and incentive cash compensation categorized by quartiles, and the job responsibilities of the executive positions included in market surveys.
|
•
|
The CEO’s evaluation and recommendation of each NEO, excluding himself, to the Compensation Committee regarding compensation and performance.
|
•
|
For the compensation of the CEO, the Chairman of the Board completes a performance evaluation of the CEO after consultation with other board members. The Compensation Committee utilizes the review as a data point to establish compensation for the next calendar year.
|
•
|
Base salary;
|
•
|
Short-term performance-based cash incentive compensation;
|
•
|
Long-term equity-based incentive compensation, in the form of PSUs, RSUs, and stock options;
|
•
|
Other compensation benefits, such as health and welfare benefits made generally available to our other employees, limited perquisites, and severance and change in control arrangements.
|
|
|
|
Annual Equity Awards
|
Non-Equity Incentive Plan Compensation
|
All Other Compensation
|
2016
Annualized Total
|
Total 2016 Compensation
Reported in Summary Compensation Table (3)
|
||||||||||||||||||||
Named Executive Officer
|
Salary
|
Bonus
|
Annual RSUs
|
Annual Stock Options
|
2016 Portion of 2014 PSUs (1)
|
||||||||||||||||||||||
Scott Drake
|
$
|
648,665
|
|
$
|
—
|
|
$
|
333,328
|
|
$
|
669,388
|
|
$
|
1,463,687
|
|
$
|
757,915
|
|
$
|
7,652
|
|
$
|
3,880,635
|
|
$
|
4,916,944
|
|
Stacy McMahan
|
435,055
|
|
—
|
|
116,668
|
|
234,284
|
|
232,028
|
|
412,815
|
|
176,844
|
|
1,607,694
|
|
1,575,662
|
|
|||||||||
Shahriar Matin
|
389,769
|
|
—
|
|
266,671
|
|
535,510
|
|
276,060
|
|
370,110
|
|
6,625
|
|
1,844,745
|
|
1,993,683
|
|
|||||||||
Donna Ford-Serbu
|
286,469
|
|
—
|
|
66,672
|
|
133,878
|
|
203,404
|
|
209,216
|
|
7,733
|
|
907,372
|
|
903,964
|
|
|||||||||
Udo Scheiner (2)
|
271,623
|
|
—
|
|
374,944
|
|
376,529
|
|
—
|
|
—
|
|
101,080
|
|
1,124,176
|
|
1,249,221
|
|
(1)
|
Represents the grant date fair value of the 2014 PSUs, divided by the three-year performance period, with the exception of Ms. McMahan’s 2014 PSUs. Ms. McMahan was granted 2014 PSUs upon commencement of her employment with us in September 2015. The grant date fair value for Ms. McMahan’s 2014 PSUs included in the table represents 12 months of the 16 month period that she held the 2014 PSUs prior to the end of the 2014 PSU performance period.
|
(2)
|
Shortly after the commencement of his employment, Mr. Scheiner was granted 25,826 RSUs and 58,696 stock options with a grant date fair value of $374,944 and $376,529, respectively.
|
(3)
|
The 2016 PSUs are included in this column of the table above and in the Summary Compensation Table in the “Executive Compensation” section of this Proxy Statement; however, the 2016 PSUs are not included in the Annual Equity Awards or “2016 Annualized Total” columns of this table because the 2016 PSUs were a special one-time equity award grant made to senior management that the Compensation Committee viewed as being separate from the annual target total direct compensation of the NEOs for 2016.
|
|
December 31,
|
Percent
|
||||||
|
2015
|
2016
|
Change
|
|||||
Scott Drake
|
$
|
630,000
|
|
$
|
648,900
|
|
3.0
|
%
|
Stacy McMahan
|
435,000
|
|
435,000
|
|
—
|
%
|
||
Shahriar Matin
|
375,000
|
|
390,000
|
|
4.0
|
%
|
||
Donna Ford-Serbu
|
278,250
|
|
287,000
|
|
3.1
|
%
|
||
Udo Scheiner
|
—
|
|
365,000
|
|
—
|
%
|
Named Executive Officer
|
Incentive Target
(% of Base Salary)
|
Threshold
|
Target
|
Maximum
|
||||||
Scott Drake
|
80%
|
$
|
259,560
|
|
$
|
519,120
|
|
$
|
1,038,240
|
|
Stacy McMahan
|
65%
|
141,375
|
|
282,750
|
|
565,500
|
|
|||
Shahriar Matin
|
65%
|
126,750
|
|
253,500
|
|
507,000
|
|
|||
Donna Ford-Serbu
|
50%
|
71,750
|
|
143,500
|
|
287,000
|
|
|||
Udo Scheiner (1)
|
50%
|
91,250
|
|
182,500
|
|
365,000
|
|
(1)
|
Mr. Scheiner’s annual incentive target set at the commencement of his employment was 50% of base salary.
|
Objective
|
Weighting
|
Total Revenue
|
40%
|
New Product Revenue
|
25%
|
Gross Margin
|
10%
|
Free Cash Flow (1)
|
5%
|
Regulatory Submissions and Approvals
|
20%
|
Objective
|
Achievement of Goals
|
% Achievement of Goals
|
Weighting
|
% Weighted Achievement of Goals
|
Total Revenue
|
Above Target, Below Maximum
|
151%
|
40%
|
61%
|
New Product Revenue
|
Above Threshold, Below Target
|
98%
|
25%
|
24%
|
Gross Margin
|
Above Target, Below Maximum
|
140%
|
10%
|
14%
|
Free Cash Flow
|
Above Target, Below Maximum
|
140%
|
5%
|
7%
|
Regulatory Submissions and Approvals
|
At Maximum
|
198%
|
20%
|
40%
|
Named Executive Officer
|
2016 Incentive Plan Payments
|
As a % of Target
|
||
Scott Drake
|
$
|
757,915
|
|
146%
|
Stacy McMahan
|
412,815
|
|
146%
|
|
Shahriar Matin
|
370,110
|
|
146%
|
|
Donna Ford-Serbu
|
209,216
|
|
146%
|
|
Udo Scheiner (1)
|
—
|
|
146%
|
Named Executive Officer
|
Number of 2014 Target PSUs Granted
|
2014 PSUs Earned at 97% Payout Factor
|
||
Scott Drake
|
187,435
|
|
181,812
|
|
Stacy McMahan
|
26,240
|
|
25,454
|
|
Shahriar Matin
|
35,347
|
|
34,287
|
|
Donna Ford-Serbu
|
26,044
|
|
25,263
|
|
Udo Scheiner (1)
|
—
|
|
—
|
|
(1)
|
Mr. Scheiner joined the Company effective March 23, 2016 and did not participate in the 2014 PSU program
|
|
RSUs
|
Stock Options
|
Target 2016 PSUs
|
||||||||||||
Named Executive Officer
|
Number of RSUs
|
Grant Value (1)
|
Number of Options
|
Grant Value (2)
|
Number of Target PSUs
|
Grant Value (3)
|
|||||||||
Scott Drake
|
22,148
|
|
$
|
333,328
|
|
100,675
|
|
$
|
669,388
|
|
137,665
|
|
$
|
2,499,996
|
|
Stacy McMahan
|
7,752
|
|
116,668
|
|
35,236
|
|
234,284
|
|
11,013
|
|
199,996
|
|
|||
Shahriar Matin
|
17,719
|
|
266,671
|
|
80,540
|
|
535,510
|
|
23,403
|
|
424,998
|
|
|||
Donna Ford-Serbu
|
4,430
|
|
66,672
|
|
20,135
|
|
133,878
|
|
11,013
|
|
199,996
|
|
|||
Udo Scheiner (4)
|
25,826
|
|
374,994
|
|
58,696
|
|
376,529
|
|
6,883
|
|
124,995
|
|
(1)
|
Except for the RSUs granted to Mr. Scheiner as described below, the grant date fair value was calculated based on our stock price of $15.05 per share as of the date of grant of the RSUs on January 8, 2016.
|
(2)
|
The grant date fair value was estimated on the date of grant using the Black-Scholes pricing model. Assumptions used in the calculation of the amounts reported in this column are included in Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
(3)
|
The grant date fair value was calculated based on our stock price of $18.16 per share as of the date of grant of the 2016 PSUs on June 17, 2016.
|
(4)
|
Shortly after the commencement of his employment, Mr. Scheiner was granted 25,826 RSUs with a grant date fair value of $374,994 calculated based on our stock price of $14.52 per share as of the date of grant on March 31, 2016 and 58,696 stock options with a grant date fair value of $376,529 estimated using the Black-Scholes pricing model.
|
Name and Principal
Position
|
Year
|
Salary
|
Bonus (1)
|
Stock
Awards (2)
|
Option
Awards (3)
|
Non-Equity
Incentive Plan
Compensation (4)
|
All Other
Compen-sation (5)
|
Total
|
||||||||||||||
Scott Drake
|
2016
|
$
|
648,665
|
|
$
|
—
|
|
$
|
2,833,324
|
|
$
|
669,388
|
|
$
|
757,915
|
|
$
|
7,652
|
|
$
|
4,916,944
|
|
President and Chief Executive Officer
|
2015
|
654,231
|
|
—
|
|
750,014
|
|
—
|
|
—
|
|
7,950
|
|
1,412,195
|
|
|||||||
2014
|
628,615
|
|
338,000
|
|
5,331,561
|
|
—
|
|
458,325
|
|
7,800
|
|
6,764,301
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Stacy McMahan (6)
|
2016
|
$
|
435,055
|
|
$
|
—
|
|
$
|
316,664
|
|
$
|
234,284
|
|
$
|
412,815
|
|
$
|
176,844
|
|
$
|
1,575,662
|
|
Chief Financial Officer
|
2015
|
108,750
|
|
172,000
|
|
309,370
|
|
172,676
|
|
—
|
|
32,026
|
|
794,822
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Shahriar Matin
|
2016
|
$
|
389,769
|
|
$
|
—
|
|
$
|
691,669
|
|
$
|
535,510
|
|
$
|
370,110
|
|
$
|
6,625
|
|
$
|
1,993,683
|
|
Chief Operating Officer
|
2015
|
363,115
|
|
—
|
|
450,003
|
|
—
|
|
—
|
|
7,769
|
|
820,887
|
|
|||||||
2014
|
298,499
|
|
150,000
|
|
980,171
|
|
—
|
|
145,500
|
|
11,964
|
|
1,586,134
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Donna Ford-Serbu (7)
|
2016
|
$
|
286,469
|
|
$
|
—
|
|
$
|
266,668
|
|
$
|
133,878
|
|
$
|
209,216
|
|
$
|
7,733
|
|
$
|
903,964
|
|
Senior Vice President, Sales and Marketing, Lead Management
|
2015
|
288,290
|
|
—
|
|
120,015
|
|
—
|
|
—
|
|
7,950
|
|
416,255
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||
Udo Scheiner (8) (9)
|
2016
|
$
|
271,623
|
|
$
|
—
|
|
$
|
499,989
|
|
$
|
376,529
|
|
$
|
—
|
|
$
|
101,080
|
|
$
|
1,249,221
|
|
Senior Vice President, International Commercial Operations
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
(1)
|
In 2014, Mr. Drake and Mr. Matin earned a special 2014 year-end bonus related to the acquisitions of AngioScore and Stellarex. Ms. McMahan received a signing bonus of $172,000 in 2015.
|
(2)
|
The amounts shown represent the grant date fair value of RSUs and PSUs granted to the NEOs as part of our long-term equity incentive program. The RSUs vest over a four-year period and vest 25% on each anniversary of the grant date. For the 2014 PSUs, the amounts shown for 2014 represent the following values that are based on achievement of 100% of the target performance: Mr. Drake, $4,391,602 and Mr. Matin, $828,180. Assuming achievement of the maximum 250% of target performance, the value of the 2014 PSUs would be: Mr. Drake, $10,979,005 and Mr. Matin, $2,070,451. In September 2015, upon commencement of her employment, Ms. McMahan was granted 2014 PSUs valued at approximately $309,370 based on achievement of 100% of the target performance. Assuming achievement of the
|
(3)
|
The amounts shown do not reflect compensation actually received by the NEO. The amounts shown represent the grant date fair value of options granted during 2015 and 2016. The grant date fair value of each share option award was estimated on the date of grant using the Black-Scholes pricing model. Assumptions used in the calculation of the amounts reported in this column are included in Note 7 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
(4)
|
The amounts shown represent cash payments made to each of our NEOs under our Performance Bonus Plan, which is further described in the “Compensation Discussion and Analysis” in this Proxy Statement. The amounts disclosed represent the actual bonuses earned for 2014 and 2016 performance that were paid in February 2015 and 2017, respectively. Under the terms of the 2015 Performance Bonus Plan, the NEOs did not receive a performance-based payout because the revenue threshold amount was not achieved.
|
(5)
|
It is not our practice to provide executive officers with any meaningful perquisites. We have, however, on occasion paid directly or reimbursed relocation expenses for one or more executive officers, which may include the movement of household goods, temporary housing, costs associated with the sale of a personal residence and income taxes associated with these costs. The amounts shown consist of our incremental cost for the provision to the NEOs of perquisites and other specified compensation elements during 2016:
|
Named Executive Officer
|
401(k) Match (a)
|
Relocation- Related Payments (b)
|
Housing and Living Allowance (c)
|
Total
|
||||||||
Scott Drake
|
$
|
7,652
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,652
|
|
Stacy McMahan
|
7,851
|
|
168,993
|
|
—
|
|
176,844
|
|
||||
Shahriar Matin
|
6,625
|
|
—
|
|
—
|
|
6,625
|
|
||||
Donna Ford-Serbu
|
7,733
|
|
—
|
|
—
|
|
7,733
|
|
||||
Udo Scheiner
|
13,066
|
|
—
|
|
88,014
|
|
101,080
|
|
(6)
|
In September 2015, we hired Ms. McMahan as Chief Financial Officer. The salary shown for 2015 is the actual amount paid of her annual base salary of $435,000. In 2015, Ms. McMahan also received a new hire bonus of $172,000; a grant of 33,359 stock options valued at approximately $172,676; and a grant of 26,240 2014 PSUs valued at approximately $309,370.
|
(7)
|
Ms. Ford-Serbu was not an NEO in 2014.
|
(8)
|
In March 2016, we hired Mr. Scheiner as Senior Vice President, International Commercial Operations. In November 2016, Mr. Scheiner resigned from his position. The salary shown is the actual amount paid of his annual base salary of $365,000. Mr. Scheiner forfeited the RSUs, stock options and 2016 PSUs granted to him in 2016 upon his departure from the Company in November 2016.
|
(9)
|
Mr. Scheiner was paid his salary and housing and living allowance in Swiss Francs. The amounts shown in the Salary and All Other Compensation columns have been converted into U.S. dollars at the 2016 average exchange rate of 1.0154.
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under
Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
|
|||||||||||||||||||
Name
|
Plan
|
Grant Date
|
Threshold
$
|
Target
$
|
Maximum
$
|
Threshold #
|
Target #
|
Maximum #
|
|||||||||||||||||||
Scott Drake
|
(1)
|
|
$
|
259,560
|
|
$
|
519,120
|
|
$
|
1,038,240
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
(2)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22,148
|
|
—
|
|
—
|
|
333,328
|
|
|||||
|
(3)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
100,675
|
|
15.05
|
|
669,388
|
|
|||||
|
(4)
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
137,665
|
|
275,330
|
|
—
|
|
—
|
|
—
|
|
2,499,996
|
|
|||||
Stacy McMahan
|
(1)
|
|
141,375
|
|
282,750
|
|
565,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
(2)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,752
|
|
—
|
|
—
|
|
116,668
|
|
|||||
|
(3)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
35,236
|
|
15.05
|
|
234,284
|
|
|||||
|
(4)
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
11,013
|
|
22,026
|
|
—
|
|
—
|
|
—
|
|
199,996
|
|
|||||
Shahriar Matin
|
(1)
|
|
126,750
|
|
253,500
|
|
507,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
(2)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
17,719
|
|
—
|
|
—
|
|
266,671
|
|
|||||
|
(3)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
80,540
|
|
15.05
|
|
535,510
|
|
|||||
|
(4)
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
23,403
|
|
46,806
|
|
—
|
|
—
|
|
—
|
|
424,998
|
|
|||||
Donna Ford-Serbu
|
(1)
|
|
71,649
|
|
143,299
|
|
286,598
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
(2)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,430
|
|
—
|
|
—
|
|
66,672
|
|
|||||
|
(3)
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20,135
|
|
15.05
|
|
133,878
|
|
|||||
|
(4)
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
11,013
|
|
22,026
|
|
—
|
|
—
|
|
—
|
|
199,996
|
|
|||||
Udo Scheiner
|
(1)
|
|
91,250
|
|
182,500
|
|
365,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
(2)
|
3/31/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,826
|
|
—
|
|
—
|
|
374,994
|
|
|||||
|
(3)
|
3/31/16
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
58,696
|
|
14.52
|
|
376,529
|
|
||||||
|
(4)
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
6,883
|
|
13,766
|
|
—
|
|
—
|
|
—
|
|
124,995
|
|
(1)
|
The amounts shown represent potential value of performance bonus awards under our 2016 Performance Bonus Plan for each of our NEOs. For 2016, the Compensation Committee approved an incentive bonus plan tied to our attainment of specific performance objectives for which threshold, target and maximum levels were established. Under the terms of the 2016 Performance Bonus Plan, the NEOs received a performance-based payout at 146%. The bonus was paid in February 2017. Please see “Compensation Discussion and Analysis” for more details regarding the 2016 Performance Bonus Plan.
|
(2)
|
We granted these RSUs under the Amended 2006 Plan to the NEOs as part of our long-term equity incentive program. The RSUs vest over a four-year period and vest 25% on each anniversary of the grant
|
(3)
|
We granted these options under the Amended 2006 Plan to the NEOs as part of our long-term equity incentive program. The options vest over a four-year period and become exercisable 25% on the first anniversary of the grant date and 6.25% each quarter thereafter. The dollar value of the options shown represents the grant date fair value based on the Black-Scholes model of option valuation to determine grant date fair value, in accordance with GAAP. The actual value, if any, that the NEOs may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized will be at or near the value estimated by the Black-Scholes model.
|
(4)
|
The number of 2016 PSUs that vest and convert to shares of common stock can range from 0% to 200% of the number of 2016 PSUs awarded depending on the Company’s performance during the performance period. The Compensation Committee has assigned two metrics for calculation of the payout: (i) the 2016 PSUs have an initial performance period of up to four years from the date of grant during which the target number of 2016 PSUs awarded to each recipient may be earned if approval of our Stellarex products is received from the FDA; (ii) the 2016 PSUs have a supplemental performance period of six calendar quarters following the calendar quarter in which FDA approval of our Stellarex products is received, and during which up to an additional 100% of the target number of 2016 PSUs may be earned depending on the degree to which our Stellarex products achieve specified U.S. market share goals. We granted the 2016 PSUs under the 2016 Plan to the NEOs as part of a special one-time grant under the Company’s long-term equity incentive program. The dollar value of the PSUs shown represents the grant date fair value based on at-target performance using the market price of the Company’s common stock on the date of grant, or $18.16. Please see “Compensation Discussion and Analysis” for more details regarding the 2016 PSUs.
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||
Name
|
Grant Date |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price ($)
|
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 ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
||||||||||||
Scott Drake
|
8/10/11
|
200,707
|
|
—
|
|
$
|
5.63
|
|
8/10/21
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
(1
|
)
|
|
|
5/31/12
|
100,000
|
|
—
|
|
9.87
|
|
5/31/22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
80,765
|
|
18,638
|
|
18.44
|
|
7/10/23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
—
|
|
—
|
|
—
|
|
—
|
|
|
9,879
|
|
242,036
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
17,200
|
|
421,400
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
45,453
|
|
1,113,599
|
|
—
|
|
—
|
|
(4
|
)
|
|||
|
12/17/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,936
|
|
47,432
|
|
—
|
|
—
|
|
(5
|
)
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||
Name
|
Grant Date |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
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 or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
||||||||||||
|
6/11/15
|
—
|
|
—
|
|
—
|
|
—
|
|
|
21,091
|
|
516,730
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
1/8/16
|
—
|
|
100,675
|
|
15.05
|
|
1/8/26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
22,148
|
|
542,626
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
137,665
|
|
3,372,793
|
|
(6
|
)
|
|||
Stacy McMahan
|
9/30/15
|
10,424
|
|
22,935
|
|
11.79
|
|
9/30/25
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
|||
|
9/30/15
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,363
|
|
155,894
|
|
—
|
|
—
|
|
(4
|
)
|
|||
|
1/8/16
|
—
|
|
35,236
|
|
15.05
|
|
1/8/26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,752
|
|
189,924
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/17/16
|
—
|
|
—
|
|
—
|
|
0
|
|
|
—
|
|
—
|
|
11,013
|
|
269,819
|
|
(6
|
)
|
|||
Shahriar Matin
|
4/17/07
|
50,000
|
|
—
|
|
10.90
|
|
4/17/17
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
6/17/08
|
25,000
|
|
—
|
|
10.51
|
|
6/17/18
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
12/8/08
|
41,245
|
|
—
|
|
2.74
|
|
12/8/18
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
|||
|
6/1/10
|
84,794
|
|
—
|
|
5.76
|
|
6/1/20
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
4/15/11
|
10,937
|
|
—
|
|
4.93
|
|
4/15/21
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
5/31/12
|
31,476
|
|
—
|
|
9.87
|
|
5/31/22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
19,394
|
|
4,476
|
|
18.44
|
|
7/10/23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,372
|
|
58,114
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,243
|
|
79,454
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
8,572
|
|
210,014
|
|
—
|
|
—
|
|
(4
|
)
|
|
|
Option Awards
|
|
Stock Awards
|
|
||||||||||||||||||
Name
|
Grant Date |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price ($)
|
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 ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
||||||||||||
|
6/11/15
|
—
|
|
—
|
|
—
|
|
—
|
|
|
12,654
|
|
310,023
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
1/8/16
|
—
|
|
80,540
|
|
15.05
|
|
1/8/26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
17,719
|
|
434,116
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
23,403
|
|
573,374
|
|
(6
|
)
|
|||
Donna Ford-Serbu
|
10/31/11
|
47,000
|
|
—
|
|
7.84
|
|
10/31/21
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
5/31/12
|
27,542
|
|
—
|
|
9.87
|
|
5/31/22
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
6,162
|
|
1,422
|
|
18.44
|
|
7/10/23
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
7/10/13
|
—
|
|
—
|
|
—
|
|
—
|
|
|
754
|
|
18,473
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,706
|
|
41,797
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/25/14
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,315
|
|
154,718
|
|
—
|
|
—
|
|
(4
|
)
|
|||
|
6/11/15
|
—
|
|
—
|
|
—
|
|
—
|
|
|
3,375
|
|
82,688
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
1/8/16
|
—
|
|
20,135
|
|
15.05
|
|
1/8/26
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||
|
1/8/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
4,430
|
|
108,535
|
|
—
|
|
—
|
|
(3
|
)
|
|||
|
6/17/16
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
11,013
|
|
269,819
|
|
(6
|
)
|
|||
Udo Scheiner (10)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
These options were granted pursuant to the terms of the Amended 2006 Plan and Mr. Drake’s Employment Agreement. The options vested over a four-year period only if and when the average of the closing trading prices of a share of our stock for a period of ten consecutive trading days equaled or exceeded $10.00 per share (the “$10.00 Option Performance Target”). Upon the achievement of the $10.00 Option Performance Target in March 2012, the options vested pro rata at such time with the remaining portion of the unvested options vesting monthly over the remaining portion of the four-year vesting period. These options became fully vested in August 2015.
|
(2)
|
These options were granted pursuant to the terms of the Amended 2006 Plan. The options have a vesting period of four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting each calendar quarter thereafter.
|
(3)
|
These RSUs were granted pursuant to the terms of the Amended 2006 Plan. The RSUs have a vesting period of four years with 25% vesting on each anniversary of the grant date. The market value of the RSUs shown is calculated based on the closing price of our common stock at December 30, 2016, or $24.50 per share.
|
(4)
|
The 2014 PSUs were granted pursuant to the terms of the Amended 2006 Plan. The 2014 PSUs were subject to a three-year performance period that ended on December 31, 2016. In January 2017, the Compensation Committee made a determination of the final payouts under the 2014 PSU awards. The Compensation Committee approved a payout factor of 97% of the target number of 2014 PSUs. The 2014 PSUs earned by each NEO vested 75% on December 31, 2016 and the remaining 25% of the 2014 PSUs for each NEO vest on December 31, 2017. The number of 2014 PSUs shown represents 25% of the actual number of 2014 PSUs earned by each NEO, which will vest on December 31, 2017. The market value of the 2014 PSUs shown is calculated based on the closing price of our common stock at December 30, 2016, or $24.50 per share.
|
(5)
|
Mr. Drake received a special 2014 year-end bonus in the amount of approximately 75% of his base salary, half of which was paid in cash in the amount of $338,000 and half of which was paid in 3,873 RSUs, which have a vesting period of four years with 25% vesting on each anniversary of the grant date.
|
(6)
|
The 2016 PSUs were granted pursuant to the terms of the 2016 Plan. The number of 2016 PSUs that vest and convert to shares of common stock can range from 0% to 200% of the number of 2016 PSUs awarded depending on our performance during the performance period. The number of 2016 PSUs shown represents the at-target amount, and the market value of the 2016 PSUs shown is calculated based on the closing price of our common stock at December 30, 2016, or $24.50 per share. The 2016 PSUs have an initial performance period of up to four years from the date of grant, during which the target number of 2016 PSUs awarded to each recipient may be earned if we receive FDA approval of our Stellarex products. The 2016 PSUs have a supplemental performance period of six calendar quarters following the calendar quarter in which FDA approval of our Stellarex products is received, and during which up to an additional 100% of the target number of 2016 PSUs may be earned depending on the degree to which our Stellarex products achieve specified U.S. market share goals.
|
(7)
|
These options were granted pursuant to the terms of the Amended 2006 Plan upon the commencement of Ms. McMahan’s employment. The options have a vesting period of four years with 25% vesting on the first anniversary of the grant date and 6.25% vesting each calendar quarter thereafter.
|
(8)
|
In December 2008, we granted a total of 997,000 performance-based stock options to all levels of management and certain key employees. These options have an exercise price of $2.74 per share, the closing sale price of our common stock on December 8, 2008, and vested over a four-year period only upon the achievement of a $9.00 share price based on a 10-day average closing price of our common stock (the “$9.00 Option Performance Target”). Upon achievement of the $9.00 Option Performance Target in March 2012, the options vested pro rata at such time with the remaining portion of the unvested options vesting monthly over the remaining portion of the four-year vesting period. These options became fully vested in December 2012.
|
(9)
|
Due to Mr. Scheiner’s resignation from the Company in November 2016, Mr. Scheiner had no outstanding equity awards at December 31, 2016.
|
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired on Exercise
|
Value Realized
on Exercise
|
Number of Shares Acquired on Vesting (1)
|
Value Realized
on Vesting (2)
|
||||||
Scott Drake
|
—
|
|
$
|
—
|
|
162,837
|
|
$
|
3,855,107
|
|
Stacy McMahan
|
—
|
|
—
|
|
19,090
|
|
467,705
|
|
||
Shahriar Matin
|
—
|
|
—
|
|
33,928
|
|
789,195
|
|
||
Donna Ford-Serbu
|
—
|
|
—
|
|
21,681
|
|
516,683
|
|
||
Udo Scheiner
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The NEOs, except for Ms. McMahan and Mr. Scheiner, acquired shares of common stock upon the vesting of RSUs in 2016. The following NEOs surrendered shares to cover taxes due upon vesting of the RSUs: Mr. Drake surrendered 12,331 of 26,478 shares; Mr. Matin surrendered 2,608 of 8,213 shares; and Ms. Ford-Serbu surrendered 848 of 2,733 shares. The NEOs, except for Mr. Scheiner, also acquired shares of common stock upon the vesting of 75% of the earned 2014 PSUs as of December 31, 2016. The following NEOs surrendered shares to cover taxes due upon vesting of a portion of the 2014 PSUs: Mr. Drake surrendered 63,516 of 136,359 shares; Ms. McMahan surrendered 6,104 of 19,090 shares; Mr. Matin surrendered 8,223 of 25,715 shares; and Ms. Ford-Serbu surrendered 6,059 of 18,948 shares.
|
(2)
|
Represents the market price of a share of common stock on the date of vesting of the RSUs and the 2014 PSUs, multiplied by the number of shares acquired upon vesting.
|
Name and Triggering Event
|
Lump Sum Severance Payment |
Bonus
|
Value of
Unvested
Options
|
Value of
Unvested
RSUs
|
Value of
Unvested PSUs |
Total
|
||||||||||||
Scott Drake
|
|
|
|
|
|
|
||||||||||||
Voluntary Termination or Termination for Cause
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Termination without Cause or for Good Reason (1)
|
1,297,800
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,297,800
|
|
||||||
Termination without Cause or for Good Reason after Change in Control (2)
|
1,297,800
|
|
519,120
|
|
1,064,325
|
|
1,770,223
|
|
3,372,793
|
|
8,024,261
|
|
||||||
Change in Control without Assumption of Equity Awards (3)
|
—
|
|
—
|
|
1,064,325
|
|
1,770,223
|
|
3,372,793
|
|
6,207,341
|
|
||||||
Termination due to Death or Disability (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
4,463,436
|
|
4,463,436
|
|
||||||
Stacy McMahan
|
|
|
|
|
|
|
||||||||||||
Voluntary Termination or Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Termination without Cause or for Good Reason (1)
|
435,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
435,000
|
|
||||||
Termination without Cause or for Good Reason after Change in Control (2)
|
435,000
|
|
282,750
|
|
624,484
|
|
189,924
|
|
269,819
|
|
1,801,977
|
|
||||||
Change in Control without Assumption of Equity Awards (3)
|
—
|
|
—
|
|
624,484
|
|
189,924
|
|
269,819
|
|
1,084,227
|
|
||||||
Termination due to Death or Disability (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
422,503
|
|
422,503
|
|
||||||
Shahriar Matin
|
|
|
|
|
|
|
||||||||||||
Voluntary Termination or Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Termination without Cause or for Good Reason (1)
|
390,000
|
|
253,500
|
|
—
|
|
—
|
|
—
|
|
643,500
|
|
||||||
Termination without Cause or for Good Reason after Change in Control (2)
|
390,000
|
|
253,500
|
|
788,228
|
|
881,706
|
|
573,374
|
|
2,886,808
|
|
||||||
Change in Control without Assumption of Equity Awards (3)
|
—
|
|
—
|
|
788,228
|
|
881,706
|
|
573,374
|
|
2,243,308
|
|
||||||
Termination due to Death or Disability (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
779,055
|
|
779,055
|
|
||||||
Donna Ford-Serbu
|
|
|
|
|
|
|
||||||||||||
Voluntary Termination or Termination for Cause
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Termination without Cause or for Good Reason (1)
|
287,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
287,000
|
|
||||||
Termination without Cause or for Good Reason after Change in Control (2)
|
287,000
|
|
143,500
|
|
198,893
|
|
251,493
|
|
269,819
|
|
1,150,705
|
|
||||||
Change in Control without Assumption of Equity Awards (3)
|
—
|
|
—
|
|
198,893
|
|
251,493
|
|
269,819
|
|
720,205
|
|
||||||
Termination due to Death or Disability (4)
|
—
|
|
—
|
|
—
|
|
—
|
|
421,362
|
|
421,362
|
|
||||||
Udo Scheiner
|
|
|
|
|
|
|
||||||||||||
Voluntary Termination or Termination for Cause (5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The terms “Cause” and “Good Reason” are as defined in the 2016 Plan or the NEO’s employment agreement, severance agreement or equity award agreement, as applicable.
|
(2)
|
The amounts in this row with respect to cash severance are based on the assumption that on December 31, 2016, a change in control occurred and after such change in control the NEO’s employment was terminated without Cause by us or for Good Reason by the NEO. Under the NEO’s severance agreement, the NEO is eligible to receive cash severance benefits if the NEO’s employment was terminated without Cause or the NEO terminated his or her employment for Good Reason, in each case during a period specified in the agreement. The amounts in this row with respect to equity awards (other than the 2016 PSUs) are based on the assumption that on December 31, 2016 a change in control occurred, the equity awards were assumed in connection with the change in control, and the NEO’s employment was terminated without Cause or the NEO terminated his or her employment for Good Reason within two years after the change in control. Under the 2016 Plan and Amended 2006 Plan, if a change in control occurs and a participant’s awards are converted, assumed, or replaced, and the participant, within two years of the date of the change in control, either (A) is terminated other than for Cause or (B) terminates employment for Good Reason, the awards converted, assumed, or replaced become fully exercisable and all forfeiture restrictions on such awards lapse. Each NEO is eligible to receive unvested PSUs according to the terms of the award agreements. The amounts included in this row for the 2016 PSUs are based solely on the assumption that a change in control occurred on December 31, 2016. Under the award agreement for the 2016 PSUs, an NEO would receive the target number of 2016 PSUs upon a change in control, with or without a termination of employment.
|
(3)
|
The amounts in this row (except with respect to the 2016 PSUs) are based on the assumption that a change in control occurred on December 31,
2016
, the equity awards were not converted, assumed or replaced in connection with the change in control, and the NEO’s employment continued after such date. Under the 2016 Plan and Amended 2006 Plan, all unvested stock options, RSUs and PSUs vest in the event of a change in control of the Company if the successor corporation does not convert, assume or replace the option, RSU or PSU. Each NEO is eligible to receive unvested PSUs according to the terms of the award agreements. The amounts included in this row for the 2016 PSUs are based solely on the assumption that a change in control occurred on December 31. 2016. Under the award agreement for the 2016 PSUs, an NEO would receive the target number of 2016 PSUs upon a change in control, whether or not an assumption of equity awards occurred.
|
(4)
|
The term “Disability” is as defined in the 2016 Plan and Amended 2006 Plan and the NEO’s equity award agreement, as applicable.
|
(5)
|
Mr. Scheiner terminated his employment with us in November 2016. Under his employment agreement, he was not entitled to receive any severance payments as a result of his voluntary termination.
|
Name of Non-Employee Director
|
Fees Earned
or Paid in
Cash
|
Stock
Awards (1)
|
All Other
Compensation (2)
|
Total
|
||||||||
R. John Fletcher
|
$
|
128,000
|
|
$
|
130,016
|
|
$
|
—
|
|
$
|
258,016
|
|
William C. Jennings
|
68,925
|
|
130,016
|
|
—
|
|
198,941
|
|
||||
B. Kristine Johnson
|
75,000
|
|
130,016
|
|
—
|
|
205,016
|
|
||||
Daniel A. Pelak
|
78,500
|
|
130,016
|
|
—
|
|
208,516
|
|
||||
Joseph M. Ruggio, M.D.
|
80,834
|
|
130,016
|
|
—
|
|
210,850
|
|
||||
Maria Sainz
|
75,500
|
|
130,016
|
|
—
|
|
205,516
|
|
||||
Todd C. Schermerhorn
|
78,075
|
|
130,016
|
|
—
|
|
208,091
|
|
(1)
|
The amounts shown represent the aggregate grant date fair value of restricted stock awards granted to each of the non-employee directors in 2016. On June 30, 2016, each non-employee director received 6,949 shares of restricted stock, which had a grant date fair value of $130,016. The restricted stock vests on the one year anniversary of the grant date. Assumptions used in the calculation of the amounts reported in this
|
(2)
|
We reimburse directors for travel and other customary business expenses, in accordance with the same policies that apply to all Spectranetics employees. No perquisites are provided to non-employee directors.
|
Director
|
Aggregate Restricted
Stock Awards
|
Aggregate Stock Option Awards
|
||
R. John Fletcher
|
6,949
|
|
—
|
|
William C. Jennings
|
6,949
|
|
—
|
|
B. Kristine Johnson
|
6,949
|
|
—
|
|
Daniel A. Pelak
|
6,949
|
|
—
|
|
Joseph M. Ruggio, M.D.
|
6,949
|
|
—
|
|
Maria Sainz
|
6,949
|
|
—
|
|
Todd C. Schermerhorn
|
6,949
|
|
—
|
|
|
2016 Fees
|
2015 Fees
|
||||
Audit Fees
|
$
|
939,350
|
|
$
|
800,224
|
|
Audit-Related Fees
|
—
|
|
—
|
|
||
Tax Fees
|
—
|
|
—
|
|
||
All Other Fees
|
—
|
|
—
|
|
||
Total
|
$
|
939,350
|
|
$
|
800,224
|
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
|
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))(c)
|
|
||||
Equity compensation plans approved by security holders (1)
|
3,984,791
|
|
(2)
|
$
|
14.65
|
|
(3)
|
3,969,882
|
|
(4)
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
3,984,791
|
|
|
14.65
|
|
|
3,969,882
|
|
|
(1)
|
These plans consist of the Amended 2006 Plan, 2016 Plan, and our 2010 Employee Stock Purchase Plan, as amended.
|
(2)
|
This amount includes 561,125 unvested RSUs and 363,961 PSUs that, if and when vested, will be settled in shares of our common stock. The amount reported in the table includes the actual number of 2014 PSUs that were earned as of December 31, 2016 and remain unvested and assumes target level performance for the 2016 PSUs. Assuming maximum level performance for the 2016 PSUs, the number of shares of common stock to be issued would increase by 268,447.
|
(3)
|
Only option awards were used in computing the weighted average exercise price.
|
(4)
|
This amount includes approximately 0.8 million shares that were available for future issuance under the 2010 Employee Stock Purchase Plan, as amended, at December 31, 2016. The plan currently provides for the sale of up to 1,700,000 shares of common stock to eligible employees, limited to the lesser of 2,500 shares per employee per six-month period or a fair market value of $25,000 per employee per calendar year.
|
•
|
Ensure the NEOs’ compensation is aligned with our strategies, business objectives and the long-term interests of our stockholders;
|
•
|
Further incentivize NEOs to achieve key strategic, financial and operations performance measures by linking annual and long-term compensation incentives to the achievement of performance goals in these areas;
|
•
|
Reinforce NEOs’ incentive to maximize long-term, sustainable stockholder value, and promote their retention, by providing the largest amount of NEOs’ total compensation opportunities in the form of ownership of our common stock through PSUs, RSUs and option awards; and
|
•
|
Support our performance-based philosophy and culture and continue to attract and retain individuals of superior ability and managerial talent; and
|
•
|
Focus on employee retention through our long-term equity programs.
|
|
|
|
|
|
Scott Drake
|
|
|
President and Chief Executive Officer
|
1 Year The Spectranetics Corp. (MM) Chart |
1 Month The Spectranetics Corp. (MM) Chart |
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