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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tandem Diabetes Care Inc | NASDAQ:TNDM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
8.44 | 23.09% | 45.00 | 43.57 | 45.98 | 47.00 | 42.4568 | 42.92 | 6,234,216 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under 240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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1.
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To elect two Class I directors for a three-year term to expire at the 2023 annual meeting of stockholders.
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2.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
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To approve, on a non-binding, advisory basis, the compensation of our named executive officers.
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To transact such other business as may properly be brought before the Annual Meeting, or at any adjournment or postponement thereof.
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FOR the election of each of the director nominees named in Proposal 1;
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FOR the ratification of the appointment of our independent registered public accounting firm, as provided in Proposal 2; and
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FOR the non-binding, advisory approval of the compensation of our named executive officers, as provided in Proposal 3.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
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What is the purpose of the Annual Meeting?
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At the Annual Meeting, our stockholders will be asked to consider and vote upon the matters described in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders, and any other matters that may properly be brought before the Annual Meeting, or at any adjournment or postponement thereof.
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When and where will the Annual Meeting be held?
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You are invited to attend the Annual Meeting on May 27, 2020, at 3:00 p.m., local time. The Annual Meeting will be held at our office located at 10935 Vista Sorrento Parkway, San Diego, California 92130. We currently intend to hold the Annual Meeting in person.
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Why did I receive these proxy materials?
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We are making these proxy materials available in connection with the solicitation by our board of directors of proxies to be voted at the Annual Meeting, and at any adjournment or postponement thereof. Your proxy is being solicited in connection with the Annual Meeting because you owned shares of our Common Stock at the close of business on March 31, 2020, which is the record date for the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting.
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials?
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Instead of mailing printed copies of our proxy materials to our stockholders, we have elected to provide access to them through the Internet under the SEC’s “notice and access” rules. Accordingly, on or about April 15, 2020, we mailed a Notice of Internet Availability of Proxy Materials, or a Notice, to each of our stockholders. The Notice contains instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or our Annual Report. The Notice also provides instructions on how to vote your shares through the Internet, by telephone, or by mail.
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Will the proxy materials be available online?
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Yes, copies of our proxy materials, including this Proxy Statement, the Annual Report and the Notice, are available online at www.astproxyportal.com/ast/21769. The proxy materials will be available online at this location through the date of the Annual Meeting.
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What proposals will be voted upon at the Annual Meeting?
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The proposals to be voted upon at the Annual Meeting, and our board of directors’ voting recommendations with respect to each proposal, are as follows:
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Proposal
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Board’s Voting
Recommendation
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1.
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Election of Directors (Proposal 1): The election of two Class I directors to serve a three-year term, or until their respective successors are elected and qualified. Based upon the recommendation of our nominating and corporate governance committee, our board of directors has nominated and recommends for election as Class I directors each of the following persons:
• Kim D. Blickenstaff
• Christopher J. Twomey
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FOR
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2.
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Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 2):
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.
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FOR
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3.
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Non-Binding, Advisory Approval of the Compensation of our Named Executive Officers (Proposal 3): To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section of this Proxy Statement.
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FOR
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Who may vote at the Annual Meeting?
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If you owned shares of our Common Stock on March 31, 2020, the record date for the Annual Meeting, your shares are eligible to be voted, in person or by proxy, at the Annual Meeting. Each stockholder is entitled to one vote for each share of Common Stock held on all matters to be voted upon. On the record date, there were 60,070,690 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. Please see the response to the question entitled “May I vote my shares in person at the Annual Meeting?” below for additional information.
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What is the quorum requirement for the Annual Meeting?
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We need a quorum of stockholders in order to hold the Annual Meeting. A quorum exists when at least a majority of the outstanding shares of our Common Stock entitled to vote as of the record date, or 30,035,346 shares, are present in person or represented by proxy at the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned by the Chairman of the meeting or by the vote of a majority of the shares present in person or represented by proxy at the Annual Meeting, in accordance with our amended and restated bylaws and applicable law, to permit further solicitation of proxies.
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What vote is required to approve each proposal?
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Election of Directors (Proposal 1): Directors will be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, so the two nominees for Class I director who receive the most FOR votes will be elected.
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What is the difference between a “stockholder of record” and a “beneficial owner”?
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You are considered to be a stockholder of record if your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, on the record date.
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May I vote my shares in person at the Annual Meeting?
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If you are the stockholder of record, you have the right to vote in person at the Annual Meeting. When you arrive at the Annual Meeting, you may request a ballot.
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How can I vote my shares on each proposal?
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Election of Directors (Proposal 1): With respect to this proposal, you may either vote FOR each of the director nominees or you may WITHHOLD your vote for each of the director nominees or for either one of the nominees that you specify.
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What are the procedures for voting my shares?
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The procedures for voting your shares will depend on whether you are a stockholder of record or a beneficial owner of shares held in street name.
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To vote through the Internet, go to www.voteproxy.com and follow the instructions provided on the website. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the control number from the proxy card that was mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 26, 2020. Our Internet voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice or proxy card.
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To vote by telephone, call toll-free 1-800-PROXIES (1-800-776-9437) if calling from the United States, or 1-718-921-8500 if calling from foreign countries, from any touch-tone telephone and follow the instructions. In order to cast your vote, you will be asked to provide the control number from the Notice or, if you requested to receive printed proxy materials, the proxy card that was mailed to you. Telephonic voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 26, 2020. Our telephonic voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Notice or proxy card.
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To vote by mail using a proxy card, you must request to receive printed proxy materials by following the instructions included in the Notice. The proxy card will be provided with the printed proxy materials. Once received, simply complete, sign and date the proxy card and return it promptly in the envelope provided.
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What happens if I do not give specific voting instructions?
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The impact of your decision to not provide specific voting instructions will depend on whether you are a stockholder of record or a beneficial owner of shares held in street name.
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Which proposals in this Proxy Statement are considered “routine” or “non-routine” matters?
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Election of Directors (Proposal 1): This is considered a non-routine matter under applicable stock exchange rules. As a result, a bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal.
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What is the effect of abstentions, withheld votes and broker non-votes?
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Shares held by persons attending the Annual Meeting but not voting, and shares represented by proxies that reflect abstentions or withheld votes as to a particular proposal, will be counted as present at the Annual Meeting for purposes of determining the presence of a quorum. Abstentions and withheld votes are generally treated as shares present in person or represented by proxy and entitled to vote at the Annual Meeting.
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Election of Directors (Proposal 1): The election of directors will be determined by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting, so withheld votes with respect to this proposal will not have an effect on the outcome of this vote.
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Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 2): This proposal requires the affirmative vote of a majority of the outstanding shares of our Common Stock present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting, so abstentions on this proposal will have the same effect as a vote against this proposal.
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Non-Binding, Advisory Approval of the Compensation of our Named Executive Officers (Proposal 3): This proposal requires the affirmative vote of a majority of the outstanding shares of our Common Stock present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting, so abstentions on this proposal will have the same effect as a vote against this proposal.
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Election of Directors (Proposal 1): This proposal is considered a non-routine matter and broker non-votes, if any, will not be counted as votes cast on this proposal and will have no effect on the result of the vote on this proposal.
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Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 2): This proposal is considered a routine matter on which a bank, broker or other nominee generally has discretionary authority to vote, so we do not expect any broker non-votes in connection with this proposal.
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Non-Binding, Advisory Approval of the Compensation of our Named Executive Officers (Proposal 3): This proposal is considered a non-routine matter and broker non-votes, if any, will have no effect on the result of the vote on this proposal.
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How may I revoke or change my vote after submitting my proxy?
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You may revoke your proxy or change your vote at any time before the final vote at the Annual Meeting. The procedures for revoking your proxy or changing your vote will depend on whether you are a stockholder of record or a beneficial owner of shares held in street name.
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you may vote again by Internet or telephone at a later time (prior to the deadline for Internet or telephone voting);
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you may submit another properly completed proxy card with a later date;
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you may send a written notice that you are revoking your proxy to Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121, Attention: Corporate Secretary; or
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you may attend the Annual Meeting and vote in person (however, simply attending the Annual Meeting will not, by itself, revoke your proxy or change your vote).
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What are the costs of soliciting these proxies?
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We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may solicit proxies in person or by telephone, fax or email, but will not receive any additional compensation for these services. Although we have not retained a proxy solicitor to assist in the solicitation of proxies, we may do so in the future, and do not believe the cost of any such proxy solicitor will be material. We may reimburse banks, brokers and other institutions, nominees and fiduciaries for their expenses in forwarding these proxy materials to their principals and in obtaining authority to execute proxies.
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Where can I find voting results of the Annual Meeting?
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In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once they are known by us.
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Whom should I contact with other questions?
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If you have additional questions about this Proxy Statement or the Annual Meeting, please contact: Tandem Diabetes Care, Inc., 11075 Roselle Street, San Diego, California 92121, Attention: Corporate Secretary, or by telephone to: (858) 366-6900.
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Class I, which currently consists of Messrs. Kim D. Blickenstaff, Howard E. Greene, Jr. and Christopher J. Twomey, whose terms will expire at the Annual Meeting;
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Class II, which currently consists of Messrs. Dick P. Allen and Edward L. Cahill and Ms. Rebecca B. Robertson, whose terms will expire at our 2021 annual meeting of stockholders; and
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Class III, which currently consists of Messrs. Douglas A. Roeder, John F. Sheridan and Richard P. Valencia, whose terms will expire at our 2022 annual meeting of stockholders.
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CHRISTOPHER J. TWOMEY
Director
Chairman, Audit Committee
Age: 60
Director since: 2013
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Mr. Twomey has served on our board of directors since July 2013. Mr. Twomey has served as a director and chair of the audit committee of Bionano Genomics (NASDAQ: BNGO), a life sciences genome analysis instrumentation company since July 2018. From March 1990 until his retirement in 2007, Mr. Twomey held various positions with Biosite, most recently serving as Senior Vice President, Finance and Chief Financial Officer. From 1981 to 1990, Mr. Twomey worked for Ernst & Young LLP, where he served as an Audit Manager. Mr. Twomey also served as a director and chair of the audit committee of Senomyx, Inc., a flavor technology company, from March 2006 until its sale to Firmenich SA in November 2018. He also served as a director and chair of the audit committee of Cadence Pharmaceuticals, Inc., from July 2006 until it was acquired by Mallinckrodt plc in March 2014. Mr. Twomey holds a B.A. in Business Economics from the University of California, Santa Barbara.
We believe Mr. Twomey’s experience in senior financial management and on boards of directors of companies in the life sciences industry, as well as his extensive accounting and auditing experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors.
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DICK P. ALLEN
Lead Independent Director
Member, Audit
Committee; Member, Nominating and Corporate Governance Committee
Age: 75
Director since: 2007
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Mr. Allen has served as our Lead Independent Director since March 2019, and as a member of our board of directors since July 2007. Prior to being appointed our Lead Independent Director, Mr. Allen served as the Chairman of our board of directors from January 2016 until March 2019. Mr. Allen was previously the President of DIMA Ventures, Inc., a private investment firm providing seed capital and board-level support for start-up companies in the healthcare field, until July 2009. Mr. Allen was a co-founder of Caremark, Inc., a home infusion therapy company that was later acquired by Baxter International and served as a Vice President from its inception in 1979 until 1986. Mr. Allen was also a co-founder and director of Pyxis Corporation, which was later acquired by Cardinal Health, Inc. Mr. Allen currently serves on the board of Providence St. Joseph Health and served as Chairman of the board of JDRF International from July 2012 until June 2014. Mr. Allen was also a Lecturer at the Stanford University Graduate School of Business for a total of 13 years. Mr. Allen holds a B.S. in Industrial Administration from Yale University and an M.B.A. from Stanford University Graduate School of Business.
We believe Mr. Allen’s background in management and on boards of directors of companies in the healthcare industry, as well as his long-term investing experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors.
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EDWARD L. CAHILL
Director
Member, Audit Committee
Age: 67
Director since: 2009
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Mr. Cahill has served on our board of directors since May 2009. Mr. Cahill has served as Managing Partner of HLM Venture Partners, a venture capital firm that invests primarily in emerging companies focused on healthcare information technology, healthcare services and medical technology, since May 2000. He served as a director of Animas Corporation, a developer of external insulin pumps, from March 2001 until its acquisition by Johnson & Johnson in February 2006. From June 1995 to May 2000, Mr. Cahill served as a founding partner of Cahill, Warnock Company (now Camden Partners), a venture capital firm based in Baltimore. Previously, Mr. Cahill was a Managing Director of Alex Brown & Sons, an investment services brokerage, where he led the firm’s healthcare group from January 1986 through March 1995. From January 1999 until August 2014, Mr. Cahill was a director of Masimo Corporation (NASDAQ: MASI), a medical technology company. He is also a director of several privately held healthcare companies and serves as a trustee of Johns Hopkins Medicine, Johns Hopkins Health System and Mercy Health Services. Mr. Cahill holds an A.B. in American Civilization from Williams College and a Masters of Public and Private Management from Yale University.
We believe Mr. Cahill’s diverse and extensive experience on boards of directors and in management, which has included public and private companies in the life sciences industry, provides him with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe he brings to our board of directors his long-term investing experience with numerous companies in the healthcare and biotechnology industries, as well as a strong financial background, all of which qualify him for service on our board of directors.
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REBECCA B. ROBERTSON
Director
Member, Compensation Committee
Age: 59
Director since: 2019
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Ms. Robertson has served on our board of directors since January 2019. Ms. Robertson is a founder and Managing Director at Versant Ventures where she has specialized in investing in the areas of medical devices and diagnostics since 1999. In addition, through Longridge Business Advisors, she has provided business advisory services and board services since April 2017. Prior to Versant, she served as Senior Vice President at Chiron Diagnostics, a division of Chiron Corporation, where she had responsibility for the critical care business unit in addition to leading the division’s business development efforts. Prior to joining Chiron, she was a co-founder and Vice President at Egis, a consumer products company, and held senior management positions in operations and finance at Lifescan, a Johnson & Johnson Company. Ms. Robertson served as a general partner at Institutional Venture Partners (IVP), where she was an investor in the life sciences group, from July 1997 to October 1999. Ms. Robertson was also previously an entrepreneur in residence for IVP in the life sciences group. Ms. Robertson holds a B.S. in chemical engineering from Cornell University.
We believe Ms. Robertson’s extensive experience in management positions in the medical technology industry provides her with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe she brings to our board of directors her long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify her for service on our board of directors.
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DOUGLAS A. ROEDER
Director
Chairman, Compensation Committee; Member, Nominating and Corporate Governance Committee
Age: 49
Director since: 2009
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Mr. Roeder has served on our board of directors since May 2009. Mr. Roeder joined Delphi Ventures as an Associate in 1998, and has been a Partner since 2000, focusing on medical devices, diagnostics and biotechnology. Prior to joining Delphi Ventures, Mr. Roeder was an associate with Alex Brown’s Healthcare Investment Banking Group in San Francisco, where he focused on the medical device, life sciences and healthcare services industries. Mr. Roeder serves as a director of Senseonics Holdings, Inc. (NYSE-MKT: SENS), a continuous glucose monitoring company, and several privately held companies. He previously served as a director of Trivascular Technologies, Inc., a medical device company, which was acquired by Endologix, Inc. (NASDAQ: ELGX) in February 2016. He also previously worked with Putnam Associates, a strategy consulting firm focused on the pharmaceutical and biotechnology industries. Mr. Roeder holds an A.B. in Biochemistry from Dartmouth College.
We believe Mr. Roeder’s experience on several boards of directors of companies in the life sciences industry provides him with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe he brings to our board of directors his long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify him for service on our board of directors.
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RICHARD P. VALENCIA
Director
Chairman, Nominating and Corporate Governance Committee
Age: 58
Director since: 2018
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Mr. Valencia has served on our board of directors since June 2018. Mr. Valencia served as President of Qualcomm Life, Inc., a subsidiary of Qualcomm Incorporated, since its formation in December 2011 until February 2019, when it was acquired by Francisco Partners. Mr. Valencia currently serves as an advisor to Francisco Partners. Qualcomm Life focuses on commercial healthcare activities and offers products and services to enable wireless connectivity of medical devices and healthcare networks. As President of Qualcomm Life, Mr. Valencia also oversaw Qualcomm’s healthcare venture funds, dRx Capital and Qualcomm Life Fund. Prior to joining Qualcomm Life, Mr. Valencia served as Vice President and General Manager of Qualcomm Wireless Health beginning in October 2010. Earlier in his career, Mr. Valencia founded ProfitLine, Inc., a telecommunications expense management service provider, and served as Chief Executive Officer from 1992 until the sale of the company in 2009. Mr. Valencia holds a B.S. in Finance from California State University, Northridge.
We believe Mr. Valencia’s extensive experience as an executive in the medical technology industry provides him with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe he brings to our board of directors his long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify him for service on our board of directors.
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JOHN F. SHERIDAN
President and Chief Executive Officer
Director Nominee
Age: 64
Director since: 2019
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Mr. Sheridan has served on our board of directors since June 2019 and as our President and Chief Executive Officer since March 2019. Prior to that, Mr. Sheridan served as our Executive Vice President and Chief Operating Officer since April 2013. Prior to joining us, Mr. Sheridan served as Chief Operating Officer of Rapiscan Systems, Inc., a provider of security equipment and systems, from March 2012 to February 2013. Mr. Sheridan served as Executive Vice President of Research and Development and Operations for Volcano Corporation, a medical technology company, from November 2004 to March 2010. From May 2002 to May 2004, Mr. Sheridan served as Executive Vice President of Operations at CardioNet, Inc., a medical technology company, now operating as BioTelemetry, Inc. (NASDAQ: BEAT). From March 1998 to May 2002, he served as Vice President of Operations at Digirad Corporation, a medical imaging company. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an M.B.A. from Boston University.
We believe Mr. Sheridan brings to our board of directors valuable perspective and experience as our former Executive Vice President and Chief Operating Officer, and as our current President and Chief Executive Officer. Mr. Sheridan has extensive experience at the management level of various healthcare companies, as well as leadership skills, industry experience and knowledge, all of which qualify him for service on our board of directors.
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Name
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Audit Committee
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Compensation Committee
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Nominating and Corporate
Governance Committee
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Kim D. Blickenstaff
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John F. Sheridan
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Dick P. Allen
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Edward L. Cahill
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Howard E. Greene, Jr.(1)
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Rebecca B. Robertson
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Douglas A. Roeder
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Chairman
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Christopher J. Twomey
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Chairman
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Richard P. Valencia
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Chairman
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appointing, terminating, compensating and overseeing the work of any independent auditor engaged to prepare or issue an audit report or to provide other audit, review or attest services;
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reviewing all audit and non-audit services to be performed by the independent auditor, taking into consideration whether the independent auditor’s provision of non-audit services to us is compatible with maintaining the independent auditor’s independence;
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reviewing and discussing the adequacy and effectiveness of our accounting and financial reporting processes and internal controls and the audits of our financial statements;
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establishing and overseeing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by our employees regarding questionable accounting or auditing matters;
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investigating any matter brought to its attention within the scope of its duties and engaging independent counsel and other advisors as the audit committee deems necessary;
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determining the compensation of the independent auditors, and of other advisors hired by the audit committee;
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reviewing and discussing with management and the independent auditor the annual and quarterly financial statements prior to their release;
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monitoring and evaluating the independent auditor’s qualifications, performance and independence on an ongoing basis;
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reviewing reports to management prepared by the internal audit function, as well as management’s response;
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reviewing and assessing, on an annual basis, the adequacy of the audit committee’s formal written charter;
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reviewing related party transactions for potential conflict of interest situations on an ongoing basis, and approving or rejecting such transactions; and
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overseeing such other matters that are specifically delegated to the audit committee by our board of directors from time to time.
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developing, reviewing, and approving our overall compensation programs, and regularly reporting to the full board of directors regarding the adoption of such programs;
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developing, reviewing and recommending to the full board of directors or approving our cash and stock incentive plans, including approving individual grants or awards thereunder, and regularly reporting to the full board of directors regarding the terms of such plans and individual grants or awards;
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reviewing and approving individual and Company performance goals that may be relevant to the compensation of executive officers and other key employees;
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reviewing, recommending to the full board of directors or approving the terms of any employment agreement, severance or change in control arrangements, or other compensatory arrangement with any executive officers or other key employees;
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reviewing and discussing with management the tables and narrative discussion regarding executive officer and director compensation to be included in the annual proxy statement;
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reviewing and assessing, on an annual basis, the adequacy of the compensation committee’s formal written charter;
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delegate authority to the Chief Executive Officer, or in his absence the Chief Financial Officer, to grant cash or equity incentive plan awards to our non-executive employees; and
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|
overseeing such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.
|
•
|
identifying and screening candidates for our board of directors, and recommending nominees for election as directors;
|
•
|
reviewing and assessing, on an annual basis, the performance of our board of directors and any committee thereof;
|
•
|
review and discuss with management commercial insurance arrangements, exclusive of employee benefit arrangements;
|
•
|
reviewing and assessing risk and risk management guidelines with respect to day-to-day operations, including privacy and cybersecurity;
|
•
|
reviewing the structure of our board’s committees and recommending to our board for its approval directors to serve as members of each committee, including each committee’s respective chair, if applicable;
|
•
|
reviewing and assessing, on an annual basis, the adequacy of the nominating and corporate governance committee’s formal written charter; and
|
•
|
generally advising our board of directors on corporate governance and related matters.
|
•
|
Each director should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity;
|
•
|
Each director should be free of any conflicts of interest which would violate applicable laws, rules, regulations or listing standards, conflict with any of our corporate governance policies or procedures, or interfere with the proper performance of his or her responsibilities;
|
•
|
Each director should possess experience, skills and attributes which enhance his or her ability to perform duties on our behalf. In assessing these qualities, the committee will consider such factors as (i) personal qualities, skills and attributes, (ii) expertise in the areas of technology, privacy, cybersecurity, manufacturing, accounting, sales strategy, financial reporting or corporate governance, (iii) professional experience in diabetes care, the medical device industry, insurance reimbursement or the healthcare industry generally, and (iv) experience in global commercial operations of highly regulated industries, as well as other factors that would be expected to contribute to the overall effectiveness of our board of directors;
|
•
|
Each director should have the willingness and ability to devote the necessary time and effort to perform the duties and responsibilities of board membership; and
|
•
|
Each director should demonstrate his or her understanding that his or her primary responsibility is to our stockholders, and that his or her primary goal is to serve the best interests of those stockholders, and not his or her personal interests or the interests of a particular group or stockholder.
|
|
|
Member Annual Retainer
|
|
Chairman Annual Retainer
|
||||
Board of Directors
|
|
$
|
44,000
|
|
|
$
|
44,000
|
|
Audit Committee
|
|
$
|
8,500
|
|
|
$
|
23,000
|
|
Compensation Committee
|
|
$
|
6,000
|
|
|
$
|
17,000
|
|
Nominating and Corporate Governance Committee
|
|
$
|
5,000
|
|
|
$
|
9,000
|
|
Name
|
|
Fees Earned or Paid in
Cash ($) |
|
Option Awards($)(1)
|
|
Total
|
||||||
Dick P. Allen (2)
|
|
$
|
95,000
|
|
|
$
|
149,966
|
|
|
$
|
244,966
|
|
Edward L. Cahill
|
|
$
|
52,500
|
|
|
$
|
149,966
|
|
|
$
|
202,466
|
|
Fred E. Cohen, M.D., D.Phil., F.A.C.P.(3)
|
|
$
|
26,500
|
|
|
$
|
149,966
|
|
|
$
|
176,466
|
|
Howard E. Greene, Jr.(4)
|
|
$
|
50,000
|
|
|
$
|
149,966
|
|
|
$
|
199,966
|
|
Rebecca B. Robertson
|
|
$
|
50,000
|
|
|
$
|
1,155,791
|
|
|
$
|
1,205,791
|
|
Douglas A. Roeder
|
|
$
|
66,000
|
|
|
$
|
149,966
|
|
|
$
|
215,966
|
|
Christopher J. Twomey
|
|
$
|
67,000
|
|
|
$
|
149,966
|
|
|
$
|
216,966
|
|
Richard P. Valencia
|
|
$
|
51,000
|
|
|
$
|
149,966
|
|
|
$
|
200,966
|
|
(1)
|
Amounts listed reflect the grant date fair value of certain options awarded to each of our non-employee directors calculated in accordance with FASB ASC Topic 718. Information regarding assumptions made in valuing the option grants can be found in Note 6 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our non-employee directors with respect to the options.
|
(2)
|
Mr. Allen assumed the role of Lead Independent Director, effective March 1, 2019.
|
(3)
|
Dr. Cohen resigned from the board of directors effective June 18, 2019.
|
(4)
|
Mr. Greene has notified us of his decision not to stand for re-election at the Annual Meeting.
|
Name
|
|
Aggregate
Number of Option Awards |
Dick P. Allen
|
|
44,203
|
Edward L. Cahill
|
|
41,115
|
Howard E. Greene, Jr.
|
|
44,203
|
Rebecca B. Robertson
|
|
51,555
|
Douglas A. Roeder
|
|
42,532
|
Christopher J. Twomey
|
|
45,020
|
Richard P. Valencia
|
|
64,148
|
|
|
Member Annual Retainer
|
|
Chairman Annual Retainer
|
||||
Board of Directors
|
|
$
|
45,000
|
|
|
$
|
115,000
|
|
Audit Committee
|
|
$
|
10,000
|
|
|
$
|
23,000
|
|
Compensation Committee
|
|
$
|
7,500
|
|
|
$
|
17,000
|
|
Nominating and Corporate Governance Committee
|
|
$
|
5,000
|
|
|
$
|
10,000
|
|
Type of Fee
|
|
2019
|
|
2018
|
||||
Audit Fees (1)
|
|
$
|
927,662
|
|
|
$
|
972,321
|
|
Audit-Related Fees (2)
|
|
105,000
|
|
|
234,953
|
|
||
Tax Fees (3)
|
|
131,210
|
|
|
25,750
|
|
||
Total
|
|
$
|
1,163,872
|
|
|
$
|
1,233,024
|
|
1)
|
Audit Fees consist of fees billed for professional services performed by Ernst & Young LLP, including out-of-pocket expenses. The amounts presented relate to the audit of our annual financial statements, assessment of our internal control over financial reporting, review of our quarterly financial statements and our registration statements, and related services that are normally provided in connection with statutory and regulatory filings or engagements.
|
2)
|
Audit-Related Fees consist of fees for professional services performed by Ernst & Young LLP for assurance and related services that are reasonably related to the performance of the audit of our annual financial statements and are not reported as Audit Fees, including out-of-pocket expenses.
|
3)
|
Tax Fees consist of fees for professional services performed by Ernst & Young LLP with respect to an Internal Revenue Code, or the Code, Section 382 study and general tax advice and planning.
|
Name
|
|
Age
|
|
Position
|
John F. Sheridan
|
|
64
|
|
President, Chief Executive Officer
|
David B. Berger
|
|
50
|
|
Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary
|
Elizabeth A. Gasser
|
|
44
|
|
Executive Vice President of Strategy and Corporate Development
|
Brian B. Hansen
|
|
52
|
|
Executive Vice President and Chief Commercial Officer
|
Susan M. Morrison
|
|
40
|
|
Executive Vice President and Chief Administrative Officer
|
Leigh A. Vosseller
|
|
47
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
•
|
each of our named executive officers (as defined in the section entitled “Compensation Discussion and Analysis” below);
|
•
|
each of our directors;
|
•
|
all of our executive officers and directors as a group; and
|
•
|
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock.
|
Name
|
|
Number of
Shares Beneficially Owned |
|
Warrants
Exercisable by April 30, 2020 |
|
Options
Exercisable by April 30, 2020 |
|
Percentage
Beneficially Owned |
||||
5% or Greater Stockholders:
|
|
|
|
|
|
|
|
|
|
|||
Wellington Management Group LLP
|
|
6,053,794
|
|
|
—
|
|
|
—
|
|
|
10.1
|
%
|
The Vanguard Group
|
|
5,485,432
|
|
|
—
|
|
|
—
|
|
|
9.2
|
%
|
Blackrock, Inc.
|
|
4,279,305
|
|
|
—
|
|
|
—
|
|
|
7.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
John F. Sheridan
|
|
2,501
|
|
|
—
|
|
|
210,204
|
|
|
*
|
|
Leigh A. Vosseller(1)
|
|
3,410
|
|
|
—
|
|
|
174,500
|
|
|
*
|
|
David B. Berger(2)
|
|
3,511
|
|
|
243
|
|
|
196,725
|
|
|
*
|
|
Brian B. Hansen
|
|
2,991
|
|
|
—
|
|
|
79,735
|
|
|
*
|
|
Susan M. Morrison
|
|
5,001
|
|
|
80
|
|
|
213,956
|
|
|
*
|
|
Dick P. Allen(3)
|
|
50,205
|
|
|
—
|
|
|
33,210
|
|
|
*
|
|
Kim D. Blickenstaff(4)
|
|
641,750
|
|
|
299,262
|
|
|
419,399
|
|
|
2.2
|
%
|
Edward L. Cahill(5)
|
|
3,982
|
|
|
—
|
|
|
40,493
|
|
|
*
|
|
Howard E. Greene, Jr.(6)
|
|
30,000
|
|
|
2,590
|
|
|
43,581
|
|
|
*
|
|
Rebecca B. Robertson
|
|
—
|
|
|
—
|
|
|
22,129
|
|
|
*
|
|
Douglas A. Roeder(7)
|
|
1,000,000
|
|
|
—
|
|
|
41,910
|
|
|
1.7
|
%
|
Christopher J. Twomey(8)
|
|
79,308
|
|
|
697
|
|
|
44,398
|
|
|
*
|
|
Richard P. Valencia
|
|
3,054
|
|
|
—
|
|
|
44,081
|
|
|
*
|
|
All directors and executive officers as a group (14 individuals)
|
|
1,825,713
|
|
|
302,872
|
|
|
1,564,321
|
|
|
6.0
|
%
|
1)
|
Includes 145 shares held by the Leigh A. Vosseller Trust, dated January 17, 2010.
|
2)
|
Includes 200 shares and 243 warrants to purchase up to 243 shares held by the Berger Family Trust dated April 16, 2008.
|
3)
|
Consists of (i) 37,179 shares held by the Allen Family Trust dated October 12, 1981, (ii) 10,026 shares held by Allen Cornerstone Ventures, L.P., (iii) 1,500 shares held by the Gammon Children’s 2000 Trust FBO Hannah Lee Gammon, and (iv) 1,500 shares held by the Gammon Children’s 2000 Trust FBO Jake Allen Gammon. Mr. Allen is trustee of the Allen Family Trust dated October 12, 1981. Mr. Allen is Managing Partner of Allen Cornerstone Ventures, L.P. and Mr. Allen disclaims beneficial ownership of the shares held by Allen Cornerstone Ventures, L.P., except to the extent of his proportionate pecuniary interest therein. Mr. Allen is co-trustee of the Gammon Children’s 2000 Trust FBO Hannah Lee Gammon and has shared voting and investment power over the shares held by the Gammon Children’s 2000 Trust FBO Hannah Lee Gammon, and disclaims beneficial ownership of such shares. Mr. Allen is co-trustee of the Gammon Children’s 2000 Trust FBO Jake Allen Gammon and has shared voting and investment power over the shares held by the Gammon Children’s 2000 Trust FBO Jake Allen Gammon, and disclaims beneficial ownership of such shares.
|
4)
|
Includes 641,750 shares and warrants to purchase up to 299,262 shares held by the Kim Blickenstaff Revocable Trust dated April 15, 2010.
|
5)
|
Consists of (i) 3,982 shares that are held by HLM Venture Associates II, L.P. and (ii) options granted to Mr. Cahill personally pursuant to our director compensation program. Mr. Cahill is one of our directors. Mr. Cahill and Peter J. Grua are the managing members of HLM Venture Associates II, L.L.C., which is the general partner of HLM Venture Partners II, L.P. Mr. Cahill has shared voting and investment power over the shares held by HLM Venture Partners II, L.P. Mr. Cahill disclaims beneficial ownership of the shares held by HLM Venture Partners II, L.P., except to the extent of his proportionate pecuniary interest therein.
|
6)
|
Includes 30,000 shares and warrants to purchase up to 2,590 shares held by the Greene Family Trust.
|
7)
|
Consists of (i) 990,330 shares held by Delphi Ventures VIII, L.P., and (ii) 9,670 shares held by Delphi BioInvestments VIII, L.P. (together, the “Delphi Funds”), and (ii) options granted to Mr. Roeder personally pursuant to our director compensation program. Mr. Roeder is one of our directors. Mr. Roeder, James J. Bochnowski, David L. Douglass and Deepika R. Pakianathan, Ph.D. are the managing members of Delphi Management Partners VIII, LLC, which is the general partner of each of the Delphi Funds. Mr. Roeder has shared voting and investment power over the shares held by the Delphi Funds. Mr. Roeder disclaims beneficial ownership of the shares held by the Delphi Funds, except to the extent of his proportionate pecuniary interest therein. The address for all entities and individuals affiliated with Delphi Ventures is 63 Bovet Road, Suite 351, San Mateo, CA 94402.
|
8)
|
Consists of (i) 52,550 shares and warrants to purchase up to 427 shares held by the Christopher J. Twomey and Rebecca J. Twomey Family Trust UTD September 20, 2002 and (ii) 26,758 shares and warrants to purchase up to 270 shares held by Twomey Family Investments, LLC. Mr. Twomey is co-trustee of the Christopher J. Twomey and Rebecca J. Twomey Family Trust UTD September 20, 2002 and has shared voting and investment power over the shares held by the Christopher J. Twomey and Rebecca J. Twomey Family Trust UTD September 20, 2002. Mr. Twomey is Co-Manager of Twomey Family Investments, LLC and Mr. Twomey disclaims beneficial ownership of the shares held by Twomey Family Investments, LLC, except to the extent of his proportionate pecuniary interest therein
|
Kim D. Blickenstaff
|
Current Chairman of our Board of Directors and Former Executive Chairman of the Board of Directors
|
John F. Sheridan
|
President and Chief Executive Officer, and member of the Board of Directors
|
Leigh A. Vosseller
|
Executive Vice President, Chief Financial Officer and Treasurer
|
David B. Berger
|
Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary
|
Brian B. Hansen
|
Executive Vice President and Chief Commercial Officer
|
Susan M. Morrison
|
Executive Vice President and Chief Administrative Officer
|
Commercial Execution and Financial Growth
|
Operating Effectiveness and Financial Management
|
Product Pipeline Advancements
|
l Achieved year-over-year sales growth of 97%
|
l Achieved 13% adjusted earnings before interest, tax, depreciation and amortization (EBITDA)
|
l Launched the t:slim X2 with Basal-IQ technology and Tandem Device Updater outside the United States
|
l Shipped more new pumps in 2019 than the past 3 years combined
|
l Generated $47 million in cash flow
|
l Pivotal clinical study data featuring Control-IQ technology published in the New England Journal of Medicine
|
l International installed base of 24,000 after first full year of OUS sales)
|
l Improved year-over-year gross margin by 5 points
|
l Received FDA clearance of t:slim X2 with Control IQ technology
|
•
|
substantial increases in product shipments and revenue, both domestically and internationally;
|
•
|
improvement in our operating income and gross margin;
|
•
|
positive cash flow from operations; and
|
•
|
various goals relating to our launch of new products domestically and outside the United States while scaling the business.
|
•
|
Increased the target market capitalization and target revenue of our peer group companies in light of the increase in the value of our stock price during the prior year and our projected financial performance in 2019, and accordingly, replaced approximately one-third of our peer group used for evaluating the compensation of our executive officers and independent directors with larger companies;
|
•
|
Continued to allocate a meaningful proportion of total compensation opportunity to our annual incentive cash bonus plan, under which executives were only eligible to receive cash bonuses upon the achievement of various pre-determined financial and operational performance goals; and
|
•
|
Continued to allocate a meaningful proportion of total compensation opportunity to stock option awards that increase in value as the value of our Company increases, and that vest over time to promote the retention of our executives.
|
What We Do
|
|
What We Don’t Do
|
||
þ
|
Pay for performance philosophy
|
|
û
|
No employment agreements
|
þ
|
Independent compensation advisor
|
|
û
|
No excise tax gross up provisions
|
þ
|
Compensation Committee comprised solely of independent directors
|
|
û
|
No guaranteed bonuses or equity awards
|
þ
|
Comprehensive peer group analysis that is updated annually
|
|
û
|
No employee stock plan evergreen provisions
|
þ
|
Have “double trigger” change-in-control benefits
|
|
û
|
No hedging or pledging of our securities
|
þ
|
Use multiple financial and strategic measures to determine cash incentive payouts to encourage strong performance across the business
|
|
û
|
No repricing or discounted options
|
•
|
attract, retain and motivate executives with the background and experience required for our future growth and success;
|
•
|
provide a total compensation package that is competitive with other companies in the medical device and technology industry that are similar to us in size and stage of growth;
|
•
|
align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in our value through the grant of equity-based awards; and
|
•
|
tie a meaningful portion of potential total compensation to the achievement of pre-established performance objectives that are important to our growth and success, which can increase or decrease to reflect achievement with respect to the objectives.
|
AtriCure
|
Dexcom
|
iRhythm Technologies
|
Senseonics Holdings
|
Axogen
|
Genmark Diagnostics
|
Natus Medical
|
STAAR Surgical
|
Biotelemetry
|
Inogen
|
Nevro
|
Surmodics
|
Cardiovascular Systems
|
Insulet
|
Orasure
|
Tactile Systems Technology
|
Cutera
|
Intersect ENT
|
Quidel
|
Valeritas
|
Selection Criteria
|
|
2019 Criteria Range
|
|
2020 Criteria Range
|
Employees
|
|
<1,500
|
|
<2,000
|
Revenue
|
|
<$300 million
|
|
<$550 million
|
Market Capitalization
|
|
<$4 billion
|
|
$500 million to $10 billion
|
•
|
overall compensation strategy, philosophy and objectives,
|
•
|
criticality of individual roles and positions,
|
•
|
historical and current compensation levels,
|
•
|
employee tenure,
|
•
|
relative compensation levels across the executive team,
|
•
|
existing levels of equity ownership,
|
•
|
prior equity grants, including associated vesting schedules, inherent economic value and perceived retentive value, and
|
•
|
individual factors specific to each NEO, including, but not limited to, experience, performance, leadership and expertise.
|
Name
|
2019
Base Salary(1) |
|
2018
Base Salary |
|
Percent Change
|
|||||
Kim D. Blickenstaff(2)
|
$
|
500,000
|
|
|
$
|
1
|
|
|
>1,000%
|
|
John F. Sheridan(3)
|
$
|
500,000
|
|
|
$
|
386,250
|
|
|
29
|
%
|
Leigh A. Vosseller
|
$
|
400,000
|
|
|
$
|
386,250
|
|
|
4
|
%
|
David B. Berger
|
$
|
400,000
|
|
|
$
|
386,250
|
|
|
4
|
%
|
Brian B. Hansen
|
$
|
400,000
|
|
|
$
|
386,250
|
|
|
4
|
%
|
Susan M. Morrison
|
$
|
400,000
|
|
|
$
|
386,250
|
|
|
4
|
%
|
1)
|
The 2019 base salaries for each of our NEOs were effective as of February 25, 2019.
|
2)
|
In 2018, Mr. Blickenstaff entered into a special compensation arrangement at his request, which set his base salary to $1.00 and set his target cash bonus amount to $583,495, reflecting an amount equal to his 2017 base salary.
|
3)
|
The 2019 base salary for Mr. Sheridan reflects his promotion to President and Chief Executive Officer, which was made effective in March 2019.
|
Name
|
2019 Base
Salary |
|
Target
Bonus Percentage |
|
Target
Cash Bonus |
|||||
Kim D. Blickenstaff
|
$
|
500,000
|
|
|
100
|
%
|
|
$
|
500,000
|
|
John F. Sheridan
|
$
|
500,000
|
|
|
100
|
%
|
|
$
|
500,000
|
|
Leigh A. Vosseller
|
$
|
400,000
|
|
|
60
|
%
|
|
$
|
240,000
|
|
David B. Berger
|
$
|
400,000
|
|
|
60
|
%
|
|
$
|
240,000
|
|
Brian B. Hansen
|
$
|
400,000
|
|
|
60
|
%
|
|
$
|
240,000
|
|
Susan M. Morrison
|
$
|
400,000
|
|
|
60
|
%
|
|
$
|
240,000
|
|
•
|
For revenue, the 2019 target of $294 million represented an increase of 60% over 2018 actual results. 75% of the target revenue was required to be achieved to earn any bonus under the financial component of the plan.
|
•
|
For Adjusted EBITDA margin, the 2019 threshold of 0% reflected our continued focus on achieving long-term profitable growth while also growing top-line sales.
|
•
|
The upgrade of our Customer Portal to support the launch of Control-IQ within a specified time period; and
|
•
|
The completion of our Customer Relationship Management system and related process improvements within a specified time period.
|
Component
|
|
Weighting
|
|
Metrics
|
|
Level of Achievement
|
|
Weighted % of Total Payout
|
Financial Objectives
|
|
80%
|
|
Actual revenue compared
compared to pre-established targets (following confirmation that Adjusted EBITDA threshold has been achieved)
|
|
123%
|
|
98%
|
Product Development Objective
|
|
10%
|
|
Product development milestone relating to t:slim X2 with Control-IQ
|
|
50%
|
|
5%
|
Customer-Related Objectives
|
|
10%
|
|
Upgrades designed to enhance customer experience
|
|
100%
|
|
10%
|
Base Payout Percentage
|
|
|
|
|
|
|
|
113%
|
(Relative to Target)
|
|
|
|
|
|
|
|
|
Multiplier
|
|
|
|
|
|
|
|
36%
|
(Based on Revenue Achievement)
|
|
|
|
|
|
|
|
|
Total Payout Percentage
|
|
|
|
|
|
|
|
154%
|
(Relative to Target
|
|
|
|
|
|
|
|
(113% x 1.36)
|
Name
|
|
2019 Cash Bonus
|
||
Kim D. Blickenstaff
|
|
$
|
796,792
|
|
John F. Sheridan(1)
|
|
$
|
738,225
|
|
Leigh A. Vosseller
|
|
$
|
368,110
|
|
David B. Berger
|
|
$
|
368,110
|
|
Brian B. Hansen
|
|
$
|
368,110
|
|
Susan M. Morrison
|
|
$
|
368,110
|
|
Name
|
|
Aggregate Number
of Option Awards (#) |
Kim D. Blickenstaff
|
|
210,000
|
John F. Sheridan
|
|
210,000
|
Leigh A. Vosseller
|
|
105,000
|
David B. Berger
|
|
105,000
|
Brian B. Hansen
|
|
105,000
|
Susan M. Morrison
|
|
105,000
|
•
|
any unpaid base salary due for periods prior to the termination date;
|
•
|
all of the executive’s accrued paid time off through the termination date; and
|
•
|
all expenses reasonably and necessarily incurred and submitted on proper expense reports in connection with our business prior to the termination date.
|
Name
|
|
2020 Base
Salary |
||
John F. Sheridan
|
|
$
|
600,000
|
|
Leigh A. Vosseller
|
|
$
|
412,000
|
|
David B. Berger
|
|
$
|
412,000
|
|
Brian B. Hansen
|
|
$
|
412,000
|
|
Susan M. Morrison
|
|
$
|
412,000
|
|
Name
|
2020 Base
Salary |
|
Target
Percentage |
|
Target
Cash Bonus |
|||||
John F. Sheridan
|
$
|
600,000
|
|
|
100
|
%
|
|
$
|
600,000
|
|
Leigh A. Vosseller
|
$
|
412,000
|
|
|
60
|
%
|
|
$
|
247,200
|
|
David B. Berger
|
$
|
412,000
|
|
|
60
|
%
|
|
$
|
247,200
|
|
Brian B. Hansen
|
$
|
412,000
|
|
|
60
|
%
|
|
$
|
247,200
|
|
Susan M. Morrison
|
$
|
412,000
|
|
|
60
|
%
|
|
$
|
247,200
|
|
Targets
|
|
Percentage of
Target Bonus
|
|
Financial Performance Objectives
|
|
80
|
%
|
Product Development Milestones
|
|
10
|
%
|
Customer-Related Objectives
|
|
10
|
%
|
TOTAL
|
|
100
|
%
|
•
|
A minimum percentage growth rate over our actual 2019 revenue, which places our revenue for 2020 at 75% of the Revenue Target, or the Minimum Revenue Target, must be achieved for any bonus to be earned under the financial performance objectives portion of the 2020 Cash Bonus Plan.
|
•
|
If our actual revenues are between the Minimum Revenue Target and the Revenue Target, the goal achievement for the financial performance objectives will be calculated proportionately on a straight-line basis from 0% to 100%. If our actual revenues exceed the Revenue Target, the goal achievement for the financial performance objectives will be calculated proportionately as a percentage of the Revenue Target.
|
•
|
If our actual revenues are above 105% of the Revenue Target and up to 115% of the Revenue Target, the percentage of overall goal achievement with respect to our financial performance objectives under the 2020 Cash Bonus Plan will first be calculated as described above, and then the overall goal achievement under the 2020 Cash Bonus Plan will be multiplied by an amount equal to 100% plus one times each percent of revenue achievement above 105% of the Revenue Target and up to 115% of the Revenue Target, and the cash bonus will be calculated based on this modified level of goal achievement; or
|
•
|
If our actual revenues are above 115% of the Revenue Target, the percentage of overall goal achievement with respect to our financial performance objectives under the 2020 Cash Bonus Plan will first be calculated as described above, and then the overall goal achievement under the 2020 Cash Bonus Plan will be multiplied by an amount equal to 100% plus two times each percent of revenue achievement above 105% of the Revenue Target, and the cash bonus will be calculated based on this modified level of goal achievement.
|
•
|
If revenue is greater than 105% but does not meet an EBITDA margin percentage target, then the financial achievement will be calculated as percent to plan.
|
Name and Principal Position
|
|
Year
|
|
Salary
($) |
|
Bonus
($)
|
|
Option
Awards ($)(1) |
|
Non-Equity
Incentive Plan Compensation ($)(2) |
|
All Other
Compensation
($)(3)
|
|
Total($)
|
||||||||||||
Kim D. Blickenstaff
|
|
2019
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
9,243,268
|
|
|
$
|
796,792
|
|
|
$
|
4,897
|
|
|
$
|
10,544,957
|
|
Current Chairman of the Board of Directors
|
|
2018
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2,395,065
|
|
|
$
|
583,495
|
|
|
$
|
4,924
|
|
|
$
|
2,983,485
|
|
Former Executive Chairman of the Board of Directors, and Former President and Chief Executive Officer
|
|
2017
|
|
$
|
583,495
|
|
|
$
|
—
|
|
|
$
|
160,338
|
|
|
$
|
—
|
|
|
$
|
5,334
|
|
|
$
|
749,167
|
|
John F. Sheridan
|
|
2019
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
9,319,134
|
|
|
$
|
738,225
|
|
|
$
|
3,578
|
|
|
$
|
10,560,937
|
|
President and Chief Executive Officer
|
|
2018
|
|
$
|
386,250
|
|
|
$
|
—
|
|
|
$
|
1,197,532
|
|
|
$
|
350,863
|
|
|
$
|
2,772
|
|
|
$
|
1,937,417
|
|
|
|
2017
|
|
$
|
375,000
|
|
|
$
|
164,813
|
|
|
$
|
53,546
|
|
|
$
|
—
|
|
|
$
|
2,772
|
|
|
$
|
596,131
|
|
Leigh A. Vosseller
|
|
2019
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
4,621,634
|
|
|
$
|
368,110
|
|
|
$
|
1,708
|
|
|
$
|
5,391,452
|
|
Executive Vice President, Chief Financial Officer and Treasurer(4)
|
|
2018
|
|
$
|
386,250
|
|
|
$
|
—
|
|
|
$
|
1,197,532
|
|
|
$
|
331,568
|
|
|
$
|
630
|
|
|
$
|
1,915,980
|
|
David B. Berger
|
|
2019
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
4,621,634
|
|
|
$
|
368,110
|
|
|
$
|
1,144
|
|
|
$
|
5,390,888
|
|
Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary(5)
|
|
2018
|
|
$
|
386,250
|
|
|
$
|
—
|
|
|
$
|
1,197,532
|
|
|
$
|
350,863
|
|
|
$
|
630
|
|
|
$
|
1,935,275
|
|
Brian B. Hansen
|
|
2019
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
4,621,634
|
|
|
$
|
368,110
|
|
|
$
|
10,153
|
|
|
$
|
5,399,897
|
|
Executive Vice President, Chief Commercial Officer
|
|
2018
|
|
$
|
386,250
|
|
|
$
|
—
|
|
|
$
|
1,197,532
|
|
|
$
|
350,863
|
|
|
$
|
966
|
|
|
$
|
1,935,611
|
|
|
|
2017
|
|
$
|
375,000
|
|
|
$
|
164,813
|
|
|
$
|
53,546
|
|
|
$
|
—
|
|
|
$
|
14,492
|
|
|
$
|
607,851
|
|
Susan M. Morrison
|
|
2019
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
4,621,634
|
|
|
$
|
368,110
|
|
|
$
|
497
|
|
|
$
|
5,390,241
|
|
Executive Vice President, Chief Administrative Officer(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1)
|
Amounts listed reflect the grant date fair value of certain options awarded to each of our named executive officers calculated in accordance with FASB ASC Topic 718 (without regard to estimates of forfeitures related to service-based vesting). Information regarding assumptions made in valuing the stock option awards can be found in Note 6 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our named executive officers with respect to the options. For more information about equity awards granted in 2019, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2019 Equity-Based Awards.”
|
2)
|
Amounts listed reflect the amounts earned and paid under the 2019 Cash Bonus Plan based on our achievement related to certain pre-established financial performance objectives, product development milestones and customer-related objectives for 2019. Our 2019 Cash Bonus Plan is described in the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2019 Performance-Based Cash Incentive Program.”
|
3)
|
During fiscal year 2019 and 2017, Mr. Hansen participated in our incentive award trip for selected members of our executive and sales teams. The amount listed for Mr. Hansen include the incremental costs to us of meals, entertainment and other expenses of $5,283 and $8,443, respectively, as well as statutory tax with respect to the imputed income associated with the trip of $2,764 and $5,083, respectively. The remaining amounts for each of our named executive officers reflect the value of premiums paid by us for group term life insurance for the benefit of our named executive officers.
|
4)
|
Because Ms. Vosseller was not a named executive officer for 2017, her compensation for that year has been excluded.
|
5)
|
Because Mr. Berger was not a named executive officer for 2017, his compensation for that year has been excluded.
|
6)
|
Because Ms. Morrison was not a named executive officer for 2018 and 2017, her compensation for those years has been excluded.
|
|
|
|
|
Estimated Possible Payouts Under 2019
Cash Bonus Plan(1) |
|
|
|
|
|
|
|||||||||||||
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
All Other
Option Awards: Number of Securities Underlying Options (#)(2) |
|
Exercise Price of Option Awards ($/Sh)
|
|
Grant Date
Fair Value of Option Awards(3) |
|||||||||
Kim D. Blickenstaff
|
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
2/15/2019
|
|
|
|
|
|
|
|
210,000
|
|
|
$
|
51.50
|
|
|
$
|
9,243,268
|
|
||||
John F. Sheridan
|
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
2/15/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
51.50
|
|
|
$
|
4,621,634
|
|
||||
|
|
2/25/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
48.36
|
|
|
$
|
4,697,500
|
|
||||
Leigh A. Vosseller
|
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2/15/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
51.50
|
|
|
$
|
4,621,634
|
|
||||
David B. Berger
|
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2/15/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
51.50
|
|
|
$
|
4,621,634
|
|
||||
Brian B. Hansen
|
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2/15/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
51.50
|
|
|
$
|
4,621,634
|
|
||||
Susan M. Morrison
|
|
|
|
$
|
—
|
|
|
$
|
240,000
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2/15/2019
|
|
|
|
|
|
|
|
105,000
|
|
|
$
|
51.50
|
|
|
$
|
4,621,634
|
|
1)
|
Amounts listed reflect the target amount of payouts under the 2019 Cash Bonus Plan as of the grant date of such awards. The 2018 Cash Bonus Plan was designed to reward plan participants for their individual contributions to our achievement of pre-established financial performance objectives and significant product development milestones and customer-related objectives for 2019. The actual amounts paid to our named executive officers pursuant to the plan are set forth in the Summary Compensation Table above. For more information about the terms of the 2019 Cash Bonus Plan, including the calculation of the actual amounts paid pursuant to the plan, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2019 Performance-Based Cash Incentive Program.”
|
2)
|
Amounts listed reflect the grant of time-based stock option awards to our named executive officers in 2019. Each of these options vest over a period of 48 months, with 25% of the shares vesting on the date that is 12 months following the date of grant, and the remaining 75% of the shares vesting in equal monthly installments over the remaining 36 months. For more information about equity awards granted in 2019, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2019 Equity-Based Awards.”
|
3)
|
Amounts listed reflect the grant date fair value of the stock options awarded to each of our named executive officers in 2019, calculated in accordance with FASB ASC Topic 718 (without regard to estimates of forfeitures related to service-based vesting). Information regarding assumptions made in valuing the stock option awards can be found in Note 6 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our named executive officers with respect to the options.
|
|
|
Option Awards
|
||||||||||
Name
|
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
|
Option Exercise
Price ($)(1) |
|
Option Expiration
Date(2)
|
||||
Kim D. Blickenstaff
|
|
57,471
|
|
|
—
|
|
|
$
|
11.06
|
|
|
4/23/2023
|
|
|
54,899
|
|
|
—
|
|
|
$
|
150.00
|
|
|
11/13/2023
|
|
|
15,789
|
|
|
—
|
|
|
$
|
119.20
|
|
|
5/21/2025
|
|
|
22,699
|
|
|
986
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
20,348
|
|
|
11,152
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
150,000
|
|
|
50,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
210,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
John F. Sheridan
|
|
8,706
|
|
|
—
|
|
|
$
|
11.06
|
|
|
4/23/2023
|
|
|
9,899
|
|
|
—
|
|
|
$
|
150.00
|
|
|
11/13/2023
|
|
|
5,639
|
|
|
—
|
|
|
$
|
119.20
|
|
|
5/21/2025
|
|
|
8,108
|
|
|
352
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
16,920
|
|
|
—
|
|
|
$
|
23.00
|
|
|
12/16/2026
|
|
|
5,120
|
|
|
3,713
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
31,667
|
|
|
—
|
|
|
$
|
2.59
|
|
|
12/1/2027
|
|
|
75,000
|
|
|
25,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
105,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
|
|
—
|
|
|
105,000
|
|
(7)
|
$
|
48.36
|
|
|
2/25/2029
|
Leigh A. Vosseller
|
|
8,056
|
|
|
—
|
|
|
$
|
67.69
|
|
|
9/23/2023
|
|
|
5,799
|
|
|
—
|
|
|
$
|
150.00
|
|
|
11/13/2023
|
|
|
2,711
|
|
|
—
|
|
|
$
|
119.20
|
|
|
5/21/2025
|
|
|
3,250
|
|
|
140
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
6,780
|
|
|
—
|
|
|
$
|
23.00
|
|
|
12/16/2026
|
|
|
4,848
|
|
|
2,652
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
40,000
|
|
|
—
|
|
|
$
|
2.59
|
|
|
12/1/2027
|
|
|
75,000
|
|
|
25,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
105,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
David B. Berger
|
|
8,951
|
|
|
—
|
|
|
$
|
67.69
|
|
|
8/6/2023
|
|
|
18,800
|
|
|
—
|
|
|
$
|
150.00
|
|
|
11/13/2023
|
|
|
5,639
|
|
|
—
|
|
|
$
|
119.20
|
|
|
5/21/2025
|
|
|
8,108
|
|
|
352
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
16,920
|
|
|
—
|
|
|
$
|
23.00
|
|
|
12/16/2026
|
|
|
6,787
|
|
|
3,713
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
48,000
|
|
|
—
|
|
|
$
|
2.59
|
|
|
12/1/2027
|
|
|
75,000
|
|
|
25,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
105,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
Brian B. Hansen
|
|
12,938
|
|
|
562
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
11,280
|
|
|
—
|
|
|
$
|
23.00
|
|
|
12/16/2026
|
|
|
6,787
|
|
|
3,713
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
10,000
|
|
|
—
|
|
|
$
|
2.59
|
|
|
12/1/2027
|
|
|
75,000
|
|
|
25,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
105,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
Susan M. Morrison
|
|
35
|
|
|
—
|
|
|
$
|
251.34
|
|
|
3/1/2022
|
|
|
4,145
|
|
|
—
|
|
|
$
|
11.06
|
|
|
4/23/2023
|
|
|
23,399
|
|
|
—
|
|
|
$
|
150.00
|
|
|
11/13/2023
|
|
|
5,639
|
|
|
—
|
|
|
$
|
119.20
|
|
|
5/21/2025
|
|
|
8,108
|
|
|
352
|
|
(3)
|
$
|
69.50
|
|
|
2/16/2026
|
|
|
16,920
|
|
|
—
|
|
|
$
|
23.00
|
|
|
12/16/2026
|
|
|
2,190
|
|
|
3,713
|
|
(4)
|
$
|
9.00
|
|
|
5/17/2027
|
|
|
30,000
|
|
|
—
|
|
|
$
|
2.59
|
|
|
12/1/2027
|
|
|
75,000
|
|
|
25,000
|
|
(5)
|
$
|
18.86
|
|
|
6/14/2028
|
|
|
—
|
|
|
105,000
|
|
(6)
|
$
|
51.50
|
|
|
2/15/2029
|
1)
|
Stock options are granted with an exercise price equal to the closing price of our Common Stock on the grant date.
|
2)
|
The expiration date of the option awards is ten years from the date of grant.
|
3)
|
Amount listed reflects options to purchase shares of our Common Stock that were granted on February 16, 2016 and remained unvested as of December 31, 2019. The shares underlying these options vested as to 25% of the shares on February 16, 2017, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until February 16, 2020. Accordingly, all of the referenced shares have now vested.
|
4)
|
Amount listed reflects options to purchase shares of our Common Stock that were granted on May 17, 2017 and remained unvested as of December 31, 2019. The shares underlying these options vested as to 25% of the shares on May 17, 2018, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until May 17, 2021, provided that the option holder continues to provide services to us through such dates.
|
5)
|
Amount listed reflects options to purchase shares of our Common Stock that were granted on June 14, 2018 and remained unvested as of December 31, 2019. The shares underlying these options vested as to 50% of the shares on June 14, 2019, the first anniversary of the grant date, and thereafter the remaining shares vest in 12 equal monthly installments until June 14, 2020, provided that the option holder continues to provide services to us through such dates.
|
6)
|
Amount listed reflects options to purchase shares of our Common Stock that were granted on February 15, 2019 and remained unvested as of December 31, 2019. The shares underlying these options vested as to 25% of the shares on February 15, 2020, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until February 15, 2023, provided that the option holder continues to provide services to us through such dates.
|
7)
|
Amount listed reflects options to purchase shares of our Common Stock that were granted on February 25, 2019 and remained unvested as of December 31, 2019. The shares underlying these options vested as to 25% of the shares on February 25, 2020, the first anniversary of the grant date, and thereafter the remaining shares vest in 36 equal monthly installments until February 25, 2023, provided that the option holder continues to provide services to us through such dates.
|
|
Option Awards
|
|||||
Name
|
Number of Shares Acquired on
Exercise |
|
Value Realized on Exercise(1)
|
|||
Kim D. Blickenstaff
|
—
|
|
|
$
|
—
|
|
John F. Sheridan
|
70,000
|
|
|
$
|
3,367,650
|
|
Leigh A. Vosseller
|
40,000
|
|
|
$
|
2,609,878
|
|
David B. Berger
|
22,000
|
|
|
$
|
1,128,984
|
|
Brian B. Hansen
|
90,000
|
|
|
$
|
4,744,140
|
|
Susan M. Morrison
|
60,000
|
|
|
$
|
3,836,817
|
|
1)
|
Pursuant to applicable SEC rules, the amounts in this column reflect the aggregate dollar amount realized upon exercise of the options, determined by taking the difference between the market price of our Common Stock at exercise and the exercise price of the options.
|
|
Involuntary Termination or Resignation for Good Reason in Connection with a Change of Control
|
|||||||
|
Type of Payment or Benefit:
|
|||||||
Name
|
Severance
|
|
|
Accelerated Stock Options(1)
|
||||
Kim D. Blickenstaff
|
$
|
2,000,000
|
|
(2)
|
|
$
|
4,305,003
|
|
John F. Sheridan
|
$
|
2,000,000
|
|
(3)
|
|
$
|
3,239,465
|
|
Leigh A. Vosseller
|
$
|
960,000
|
|
(3)
|
|
$
|
2,004,518
|
|
David B. Berger
|
$
|
960,000
|
|
(3)
|
|
$
|
2,058,215
|
|
Brian B. Hansen
|
$
|
960,000
|
|
(3)
|
|
$
|
2,058,215
|
|
Susan M. Morrison
|
$
|
960,000
|
|
(3)
|
|
$
|
2,058,215
|
|
1)
|
Pursuant to applicable SEC rules, the value of accelerated stock options has been determined by calculating the difference between the aggregate market price of our Common Stock on December 31, 2019 and the aggregate exercise price of the relevant options. In the event of an actual change of control transaction, the value of our Common Stock may be significantly different than this assumed value, in which case the value realized by our named executive officers upon the vesting of the stock option awards in connection with the change of control transaction may be significantly different.
|
2)
|
Mr. Blickenstaff transitioned from the role of Executive Chairman of the Board of Directors to Chairman of the Board of Directors effective after March 6, 2020 and, in conjunction with this transition, is no longer an employee of the Company and is not currently eligible for severance in connection with a change of control.
|
3)
|
Amount listed reflects 18 months’ worth of base salary plus target bonus for the year ended December 31, 2019 for each of Ms. Vosseller, Ms. Morrison, and Messrs. Berger and Hansen, and 24 months’ worth of base salary plus target bonus for the year ended December 31, 2019 for Messrs. Blickenstaff and Sheridan.
|
Name
|
|
Number of
Shares Reserved for Issuance |
|
Number of
Shares Issued |
|
Number of Shares
Underlying Outstanding Options |
|
Weighted-Average
Exercise Price of Outstanding Options (per share) |
|
Number of Shares
Remaining Available for Future Issuance |
||||||
2006 Plan
|
|
268,560
|
|
|
129,463
|
|
|
103,553
|
|
|
$
|
26.76
|
|
|
—
|
|
2013 Plan
|
|
11,725,694
|
|
|
1,512,539
|
|
|
7,070,465
|
|
|
$
|
38.57
|
|
|
3,142,690
|
|
ESPP
|
|
2,264,725
|
|
|
573,171
|
|
|
—
|
|
|
—
|
|
|
1,691,554
|
|
•
|
the amount involved exceeded or exceeds $120,000; and
|
•
|
any of our directors, nominees for director, executive officers, any holder of more than 5% of our Common Stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest.
|
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