DEF 14A of TELA Bio, Inc., Apr 18, 2024

DEF 14A of TELA Bio, Inc.

Filed Apr 18, 2024 · FY20230001104659-24-048835

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of Kurt Azarbarzin and Antony Koblish as Class II directors, each to serve for a three-year term expiring at our 2027 Annual Meeting of Stockholders. The number of members of our Board of Directors, or the Board, is currently set at six members and is divided into three classes, each of which has a three-year term. Each class of directors consists of two directors. The term of office of our Class II directors expires at the Annual Meeting. We are nominating Kurt Azarbarzin and Antony Koblish for re-election at our Annual Meeting to serve until the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. The two nominees receiving the most FOR votes (among votes properly cast online at the meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Kurt Azarbarzin and Antony Koblish. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

  4. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    | Kurt Azarbarzin | | | | Age: 61 Director Since: 2018 | Committee Memberships: Compensation; Nominating and Corporate Governance | Other Public Directorships: None | | Kurt Azarbarzin has been a member of our Board since November 2018. Mr. Azarbarzin has served as the Chief Executive Officer and a member of the board of Endoquest Robotics, a medical device company that designs and develops flexible microsurgical robotic devices, since November 2020. Mr. Azarbarzin served as Chief Executive Officer and a member of the board of directors of Verb Surgical Inc., a robotic surgery company, from July 2019 to November 2020. Mr. Azarbarzin previously served as Chief Technology Officer for CONMED Corporation, a global, publicly-traded medical device company dedicated to helping customers improve patient outcomes, from 2016 to July 2019. Mr. Azarbarzin is the former Founder of SurgiQuest, Inc., a medical device company focused on advancing minimally invasive surgery, and served as its Chief Executive Officer from 2005 until June 2016. Mr. Azarbarzin is a member of the executive board at Center for Biomedical Innovation and Technology at Yale University. Mr. Azarbarzin previously held leadership roles in Research and Development at U.S. Surgical & Tyco Healthcare. He earned a Bachelor of Science from the University of Bridgeport and completed advanced graduate studies in mechanical design at Bridgeport Engineering Institute and manufacturing engineering at Bradley University. | | | | Skills & Qualifications: Mr. Azarbarzin’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board. | | |

  5. CLASS II DIRECTORS — PRESENT TERMS EXPIRING AT THE ANNUAL MEETING AND PROPOSED TERMS TO EXPIRE IN 2027

    | Antony Koblish | | | | Age: 58 Director Since: 2012 | Committee Memberships: None | Other Public Directorships: None | | Antony Koblish is one of our co-founders and has served as our President and Chief Executive Officer and as a member of the Board since our founding in April 2012. Previously, Mr. Koblish was President and Chief Executive Officer of Orthovita, Inc., a publicly traded orthobiologics and biosurgery medical device company. Mr. Koblish co-founded and currently serves as Chairman of the Board of Onkos Surgical, Inc., a surgical oncology company, and is an operating partner with 1315 Capital, a private investment firm that provides expansion and growth capital to commercial-stage specialty pharmaceutical, medical technology, and health care services companies. Mr. Koblish also serves on the Board of Cerapedics Inc., a private ortho-biologics company, and miraDry, Inc., a private medical aesthetics company and portfolio company of 1315 Capital. As a Board member of Cerapedics and miraDry and Chairman of the Board of Onkos Surgical, Mr. Koblish attends one board meeting per quarter, respectively, and as an operating partner for 1315 Capital Mr. Koblish attends one to two meetings per quarter. The remainder of Mr. Koblish’s time is dedicated to serving as our Chief Executive Officer. Mr. Koblish earned a Master of Science in Engineering degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania, and holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute. | | | | Skills & Qualifications: Mr. Koblish’s knowledge of our business, as well as his extensive leadership experience and successful record of commercial operation and product pipeline development provide him with the qualifications and skills to serve on our Board. | | |

  6. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  7. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  8. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | Vince Burgess | | | | Age: 59 Director Since: 2014 | Committee Memberships: Compensation (Chair) | Other Public Directorships: None | | Vince Burgess has been a member of our Board since June 2014. From October 2017 until his retirement in May 2022, Mr. Burgess served as President, Chief Executive Officer and member of the board of directors of Acutus Medical, Inc., a medical device company, and previously served as a Venture Partner with OrbiMed Advisors, LLC, a healthcare investment firm, from September 2011 until May 2020. Previously, Mr. Burgess was a member of the initial executive team at Volcano Corporation, where he served as President of Advanced Imaging Systems. He also led marketing and business development at Volcano from 2002 to 2010. He currently serves as a member of the board of directors of Bolt Medical. He has previously served on the boards of NeuroPace, Inc., Sonendo Inc., Ornim Medical, Keystone Heart, Inc., Vessix Vasular, Cryterion Medical and CardiAQ, Inc. He earned his Bachelor of Science degree in Business Administration from the University of Southern California and his Masters of Business Administration from the University of California, Los Angeles. | | | | Skills & Qualifications: Mr. Burgess’ expertise in marketing and business development, as well as his operational and board experience in the surgical tool field provide him with the qualifications and skills to serve on our Board. | | |

  9. CLASS III DIRECTORS — TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | Federica O’Brien | | | | Age: 66 Director Since: 2019 | Committee Memberships: Audit (Chair) | Other Public Directorships: MacroGenics, Inc. | | Federica O’Brien has been a member of our Board since November 2019. Ms. O’Brien has been the President of CFO’Brien Consulting, LLC since January of 2018 providing strategic, operational and financial consulting, and flexible time Chief Financial Officer services primarily for biotech companies. Previously she served as Chief Financial Officer of Complexa Inc., a biopharmaceutical company, from May 2015 to December 2017 and as Chief Financial Officer of Cerecor Inc., a biopharmaceutical company, from April 2013 to May 2015. Prior to that, Ms. O’Brien served as the Chief Financial Officer and Chief Operating Officer of Cervilenz Inc., a privately held medical device company, from June 2011 through April 2013. She has also held senior financial management positions at Cardiokine Inc., a privately held biotechnology company, Barrier Therapeutics, Inc., during and subsequent to the biotechnology company’s initial public offering, and at Infonautics, Inc., then a publicly held technology company. Ms. O’Brien currently serves on the board of directors and chairs the audit committee for MacroGenics, Inc., a biopharmaceutical company, where she also chairs the Audit Committee. She began her career at public accounting firms including most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant — Inactive in the State of New Jersey. | | | | Skills & Qualifications: Ms. O’Brien’s financial, accounting management and audit expertise provide her with the qualifications and skills to serve on our Board. | | |

  10. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  11. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Lisa Colleran | | | | Age: 66 Director Since: 2020 | Committee Memberships: Audit; Nominating and Corporate Governance (Chair) | Other Public Directorships: None | | Lisa Colleran has been a member of our Board since April 2020. Ms. Colleran has been the principal of LNC Advisors, LLC, a strategic consulting firm that specializes in assisting biotech, pharmaceutical and medical device companies since February 2014, and has been the Chief Executive Officer of IC Surgical, a medical technology company, since 2015. Prior to founding LNC Advisors, Ms. Colleran served as chief executive officer of LifeCell Corporation and a board member for Centaur Guerney L.P. (a holding company of LifeCell Corporation) from January 2012 to April 2013. Ms. Colleran also served as the global president of LifeCell Corporation from May 2008 to January 2012. Prior to assuming the role of global president, Ms. Colleran served as LifeCell’s vice president of marketing and business development from December 2002 until July 2004 and as senior vice president of commercial operations from July 2004 until May 2008. Prior to joining LifeCell, Ms. Colleran served as vice president and general manager of Renal Pharmaceuticals for Baxter Healthcare Corporation from 2000 to 2002 and served in various other sales and marketing positions at Baxter, from 1983 to 2000. Ms. Colleran previously served on the board of directors for Establishment Labs Holdings Inc., an innovative breast implant company from 2015 until 2023. Ms. Colleran holds an M.B.A. from Loyola University of Chicago and a B.S.N. degree from Molloy College. | | | | Skills & Qualifications: Ms. Colleran’s public company experience, broad healthcare management, market development and commercialization experience and her knowledge of healthcare policy and regulation, patient care delivery, clinical research and medical technology assessment provide her with the qualifications and skills to serve on our Board. | | |

  12. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | Doug Evans | | | | Age: 59 Director Since: 2020 | Committee Memberships: Audit; Compensation; Nominating and Corporate Governance | Other Public Directorships: None | | Doug Evans has been a member of our Board since April 2020. Mr. Evans has served as the President and Chief Executive Officer of Lungpacer Medical Inc., a medical device company, since January 2014. Prior to joining Lungpacer, Mr. Evans served as the Chief Operating Officer and a member of the board of directors of Kensey Nash Corporation, a medical device company, from March 1995 to May 2012. Mr. Evans currently serves on the board of directors of WhiteSwell Medical and Lungpacer Medical, Inc., both medical device companies. Mr. Evans previously served on the board of Intact Vascular, Inc., a privately held medical device company. Mr. Evans holds a Master of Science degree in Electrical Engineering and Photonics from the University of Pennsylvania, a M.B.A. from Pennsylvania State University Great Valley School of Graduate Professional Studies and a Bachelor of Science in Engineering Sciences from the Pennsylvania State University. | | | | Skills & Qualifications: Mr. Evans’ extensive executive leadership experience, deep knowledge of the medical device field and his experience with the commercialization of medical products provide him with the qualifications and skills to serve on our Board. | | |

  13. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | CORPORATE GOVERNANCE AND RISK MANAGEMENT |

  14. CLASS I DIRECTORS — TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    We are committed to good corporate governance and integrity in our business dealings. We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability are key to our relationship with our stockholders. We strive to have regular, constructive conversations with our stockholders to better understand our stockholders’ priorities and perspectives. Our governance practices are documented in our Fourth Amended and Restated Certificate of Incorporation, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the committees of the Board, or the Committees. Aspects of our governance documents are summarized below. You can find our charters for each Committee and our Code of Conduct on our website at www.telabio.com under “Investors — Corporate Governance — Governance Documents.”

  15. Communicate

    | DIRECTOR COMPENSATION |

  16. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EMPLOYEE DIRECTOR COMPENSATION POLICY In December 2022, the Compensation Committee recommended, and our Board approved, pursuant to recommendations from Radford based on benchmarking against peer companies, an Amended and Restated Non-Employee Director Compensation Policy, which became effective on January 1, 2023. The table below depicts the compensation elements of our Amended and Restated Non-Employee Director Compensation Policy during 2023:

  17. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Compensation Elements — Non-Employee Director Compensation Policy | | | Cash Retainers | | | Annual Cash Retainer | $45,000 | | Annual Committee Chair Retainer | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $10,000 | | Annual Committee Member Retainer | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $5,000 | | Annual Non-Executive Chairman of the Board Cash Retainer | $35,000 | | Equity Awards(1) | | | Initial Equity Award | The Initial Equity Award consists of: (1) an option to purchase 8,040 shares of common stock vesting in 36 equal monthly installments on the monthly anniversary of the date of grant; and (2) a restricted stock unit award with respect to 4,702 shares of common stock vesting in three equal annual installments on the first three anniversaries of the grantee’s initial appointment or election to the Board, in each case subject to the continued service of the grantee through the applicable vesting dates. The Initial Equity Award vests in full upon the occurrence of a change in control, subject to the continued service of the grantee through the applicable vesting dates. In addition, the Compensation Committee retains the discretion to accelerate the vesting of Initial Equity Awards upon a grantee’s death. |

  18. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    | Annual Equity Award | The Annual Equity Award consists of: (1) an option to purchase 5,360 shares of common stock; and (2) a restricted stock unit award with respect to 3,135 shares of common stock. The Annual Equity Award will vest on the earlier of: (1) the first anniversary of the date of grant; (2) the date of the subsequent annual meeting of stockholders following the date of grant; or (3) the occurrence of a change in control, in each case subject to the continued service of the grantee through the applicable vesting dates. In addition, the Compensation Committee retains the discretion to accelerate the vesting of Initial Equity Awards upon a grantee’s death. |

  19. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    (1) On February 23, 2024, the Board approved an increase to (1) the initial equity award to consist of (a) an option to purchase 9,300 shares of common stock, and (b) a restricted stock unit award with respect to 6,375 shares of common stock, with no changes to the vesting schedule set forth in the foregoing table; and (2) the annual equity award to consist of (a) an option to purchase 6,200 shares of common stock, and (b) a restricted stock unit award with respect to 4,250 shares of common stock, with no changes to the vesting schedule set forth in the foregoing table, and in each case, with such changes effective as of January 1, 2024. The above-described cash retainers are paid quarterly in arrears and the Board may, in its discretion, permit a non-employee director to elect to receive any portion of his or her cash retainers in the form of fully-vested shares of our common stock in lieu of cash. Our non-employee directors are also reimbursed for their business-related expenses incurred in connection with attendance at Board and Committee meetings and related activities. Our only employee director, Mr. Koblish, receives no separate compensation for his service in such capacity.

  20. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table below sets forth information for the fiscal year ended December 31, 2023 regarding the compensation of our non-employee directors.

  21. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(2)(3) | Total ($) | | Kurt Azarbarzin | 51,250 | 32,416 | 37,423 | 121,089 | | Vince Burgess | 58,750 | 32,416 | 37,423 | 128,589 | | Lisa Colleran | 63,750 | 32,416 | 37,423 | 133,589 | | Doug Evans | 91,250 | 32,416 | 37,423 | 161,089 | | John Nosenzo(4) | 58,750 | 32,416 | 37,423 | 128,589 | | Federica O’Brien | 63,750 | 32,416 | 37,423 | 133,589 |

  22. DIRECTOR COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted in 2023 determined in accordance with the provisions of Financial Accounting Standards Board Accounting Standards, Codification Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 8 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. The number of restricted stock units and vested and unvested stock options held by each non-employee director at fiscal year-end 2023 is shown below:

  23. DIRECTOR COMPENSATION TABLE

    | Name | Number of Vested Options | Number of Unvested Options | Restricted Stock Units | | Kurt Azarbarzin | 51,788 | 5,360 | 3,135 | | Vince Burgess | 44,384 | 5,360 | 3,135 | | Lisa Colleran | 32,991 | 5,360 | 3,135 | | Doug Evans | 32,991 | 5,360 | 3,135 | | John Nosenzo(4) | — | — | — | | Federica O’Brien | 32,991 | 5,360 | 3,135 |

  24. DIRECTOR COMPENSATION TABLE

    (3) Amounts shown in this column do not reflect dollar amounts actually received by our directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted in 2023 determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 8 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. Mr. Nosenzo’s service on our Board ended on September 22, 2023. As a result, Mr. Nosenzo did not hold any outstanding options (whether vested or unvested) or restricted stock units at fiscal year-end 2023.

  25. DIRECTOR COMPENSATION TABLE

    | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  26. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our 2023 named executive officers during the fiscal years ended December 31, 2023 and December 31, 2022:

  27. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Antony Koblish President and Chief Executive Officer | 2023 | 595,383 | 642,600 | 692,247 | 433,141 | 3,000 | 2,366,371 | | | 2022 | 565,792 | 557,070 | 593,515 | 398,883 | 3,000 | 2,118,260 | | Roberto Cuca Chief Operating Officer and Chief Financial Officer | 2023 | 452,375 | 185,850 | 199,534 | 219,402 | 3,000 | 1,060,161 | | | 2022 | 435,625 | 182,125 | 195,124 | 204,744 | 3,000 | 1,020,618 | | Paul Talmo Chief Technology Officer(5) | 2023 | 392,667 | 176,400 | 190,170 | 200,000 | 3,000 | 962,237 | | | 2022 | 380,000 | 143,350 | 153,312 | 178,600 | 3,000 | 858,262 |

  28. 2023 SUMMARY COMPENSATION TABLE

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each restricted stock unit granted in 2023 determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 8 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. Not included in the above table is the grant date fair value of certain performance-based stock units (or “PSUs”) that were deemed not probable for FASB ASC 718 purposes as of the grant date. For these awards, we determined that as of the date of grant the achievement of the performance conditions was not probable, as defined under applicable accounting guidance, and, accordingly, the grant date fair value of such awards is $0. The maximum payout level (assuming the highest level of performance achievement) for such PSUs granted to Mr. Koblish, Mr. Cuca, and Mr. Talmo in Fiscal Year 2023 was $1,494,766, $431,578 and $410,485, respectively. (2) Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option, determined in accordance with the provisions of FASB ASC Topic 718. The assumptions made in the calculation of these amounts are included in Note 8 of the Notes to the Consolidated Financial Statements included in our 2023 Annual Report. (3) Amounts for Mr. Koblish, Mr. Cuca and Mr. Talmo in 2023 represent annual incentives earned with respect to 2023 performance and were paid in March 2024 under our annual incentive program. (4) Amounts represent the Company’s matching contributions under the 401(k) plan. (5) Previously, Mr. Talmo served as our Chief Strategic Officer from April 2020 to August 2023. Elements of Compensation The compensation of our named executive officers generally consists of base salary, annual incentive opportunities, long term incentive compensation in the form of equity awards and other benefits, as described below. Base Salary The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. As of January 1, 2023, the annual base salary rates for Mr. Koblish, Mr. Cuca and Mr. Talmo were $570,800, $437,750 and $380,000, respectively. Effective March 1, 2023, the annual base salary rates increased for Mr. Koblish, Mr. Cuca and Mr. Talmo to $600,300, $455,300 and $395,200, respectively, reflecting ordinary salary increases of approximately 5%, 4% and 4%, respectively. Annual Incentive Opportunities Each of our named executive officers’ performance-based annual incentive opportunity is expressed as a percentage of base salary that can be achieved at a target level by meeting predetermined corporate and individual performance objectives. The amount of each executive’s target annual incentive opportunity is established in his employment agreement. The 2023 annual bonus for Mr. Koblish, Mr. Cuca and Mr. Talmo were targeted at 75%, 50% and 50%, respectively, of their respective base salaries earned during 2023. For 2023, all named executive officers were eligible to earn their annual bonuses pursuant to the achievement of corporate and/or individual performance goals established by the Compensation Committee. These goals primarily included achievement of revenue and sales targets, controlling costs, achieving enrollment thresholds in clinical studies, enhancing surgeon education and training with the Company’s products, and enhancing broader customer conversion across the Company’s product portfolio. Following a review of the Company’s performance, the Compensation Committee determined that 97% had been achieved with respect to the corporate goals identified for 2023. Additionally, the Compensation Committee reviewed the individual performance of our named executive officers and determined that Mr. Koblish, Mr. Cuca, and Mr. Talmo were entitled to 100%, 100%, and 105%, respectively, of the target bonus earned for 2023. Based on review of the Company’s and our named executive officers’ performance, our Compensation Committee approved, and, in the case of Mr. Koblish, our Compensation Committee recommended and our Board approved: (1) 2023 annual cash bonuses to each of Mr. Koblish, Mr. Cuca and Mr. Talmo in an amount equal to $433,141, $219,402 and $200,000, respectively, and (2) 2023 annual equity bonuses to each of Mr. Koblish, Mr. Cuca and Mr. Talmo, as described in more detail in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table. Long Term Equity Incentives Our equity-based incentive awards are designed to align the interests of our stockholders with those of our named executive officers. Our Board or Compensation Committee, as applicable, approves equity grants to named executive officers. For more detail on our outstanding equity awards, including applicable vesting terms, please see the “Outstanding Equity Awards at 2023 Fiscal Year-End” table. Stock option awards to our named executive officers generally vest 25% on the first anniversary of the grant date, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following the first anniversary of the grant date, subject to the named executive officer’s continuous service through the relevant vesting dates; provided, however, that stock options granted prior to November 7, 2019 will be eligible to vest in full upon a change in control if the named executive officer remains in service through the date of that transaction. Restricted stock unit awards to our named executive officers generally vest in four equal annual installments beginning on the first anniversary of the grant date, subject to the named executive officer’s continued service through the applicable vesting dates. In March 2023, we made one-time grants of PSUs to each of our named executive officers, each of which generally vest upon the achievement of certain annual revenue and gross margin goals, subject to the named executive officer’s continued service during the applicable performance period. Other Benefits We currently provide broad-based welfare benefits that are available to all of our employees, including our named executive officers, including health, dental, life, vision and disability insurance. In addition, we maintain, and the named executive officers participate in, a 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax advantage basis and under which we are permitted to make discretionary employer contributions. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code, or the Code. Effective January 1, 2020, we make a 401(k) employer plan matching contribution of 50% of an employee’s elective deferral up to 6% of the employee’s compensation with a cap of $3,000 per year. In addition, our eligible employees (including our named executive officers), may participate in our 2019 Employee Stock Purchase Plan, as amended, or the 2019 ESPP. The 2019 ESPP provides eligible employees with the opportunity to acquire our common stock through periodic payroll deductions, at a discounted price. The 2019 ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Code. We do not maintain any defined benefit pension plans or nonqualified deferred compensation plans.

  29. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information regarding the number of shares of common stock underlying outstanding plan awards held by each of our named executive officers as of December 31, 2023:

  30. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($)(3) | | Antony Koblish | 7/23/2015 | 108,545 | — | — | 5.93 | 7/23/2025 | — | — | — | — | | | 2/28/2018 | 40,696 | — | — | 5.93 | 2/28/2028 | — | — | — | — | | | 11/7/2019 | 261,239 | — | — | 13.00 | 11/7/2029 | — | — | — | — | | | 2/24/2021 | 45,050 | 18,550 | — | 16.99 | 2/24/2031 | 17,450 | 115,519 | — | — | | | 3/31/2021 | — | — | — | — | — | 2,719 | 18,000 | — | — | | | 2/24/2022 | 36,437 | 43,063 | — | 11.98 | 2/24/2032 | 34,875 | 230,873 | — | — | | | 2/23/2023 | — | 96,100 | — | 10.50 | 2/23/2033 | 61,200 | 405,144 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 85,772 | 567,811 | | Roberto Cuca | 9/27/2021 | 81,000 | 63,000 | — | 13.31 | 9/27/2031 | — | — | — | — | | | 2/23/2022 | 12,191 | 14,409 | — | 11.75 | 2/23/2032 | 11,625 | 76,958 | — | — | | | 2/23/2023 | — | 27,700 | — | 10.50 | 2/23/2034 | 17,700 | 117,174 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 24,764 | 163,938 | | Paul Talmo | 2/24/2017 | 24,300 | — | — | 5.93 | 2/24/2027 | — | — | — | — | | | 2/28/2018 | 9,801 | — | — | 5.93 | 2/28/2028 | — | — | — | — | | | 11/7/2019 | 70,879 | — | — | 13.00 | 11/7/2029 | — | — | — | — | | | 2/24/2021 | 15,229 | 6,271 | — | 16.99 | 2/24/2031 | 5,900 | 39,058 | — | — | | | 3/31/2021 | — | — | — | — | — | 1,254 | 8,301 | — | — | | | 2/23/2022 | 9,579 | 11,321 | — | 11.75 | 2/23/2032 | 9,150 | 60,573 | — | — | | | 2/23/2023 | — | 26,400 | — | 10.50 | 2/23/2033 | 16,800 | 111,216 | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 23,554 | 155,927 |

  31. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) Each stock option award has the same vesting schedule, which provides for 25% of the award to vest on the first anniversary of the grant date and the remaining 75% of the award to vest in equal monthly installments on the last day of each of the 36 calendar months immediately following the first anniversary of the grant date, subject to the recipient’s continuous service with us through the relevant vesting dates. In addition, the vesting of each stock option granted prior to November 7, 2019 is subject to full acceleration in the event of a change of control, subject to the recipient’s continuous service with us through the date of such transaction. Each restricted stock unit award has the same vesting schedule, which provides for vesting of the award in four equal annual installments on each anniversary of the applicable grant date, subject to the recipient’s continuous service with us through the relevant vesting dates. Each award is subject to full acceleration if the applicable named executive officer is terminated by us without “cause” or by the named executive officer for “good reason” within the 12-month period following a change of control pursuant to each executive’s employment agreement, as discussed in more detail below. The amounts shown in this column reflect the value of PSUs calculated by multiplying (i) the number of unvested and unearned shares of PSUs shares deliverable upon vesting and conversion of PSUs (at the threshold level of achievement) by (ii) the closing price of our Common Stock on Nasdaq on December 29, 2023, which was $6.62 per share. The PSUs shall vest upon the achievement of certain annual revenue and gross margin goals, subject to the named executive officers’ continued employment through the first to occur of (i) December 31, 2026, or (ii) the closing of a change in control transaction. The PSUs shall vest at target upon a change in control transaction. Each PSU represents the right to receive one share of Common Stock upon vesting.

  32. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027 At the Annual Meeting, our stockholders will vote on the election of two Class II director nominees named in this Proxy Statement as directors, each to serve until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Kurt Azarbarzin and Antony Koblish for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the other nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  33. PROPOSAL 1: ELECTION OF CLASS II DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    | ITEMS TO BE VOTED ON (continued) |