DEF 14A of Neuronetics, Inc.
Filed Apr 11, 2024 · FY20230001140361-24-019350
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board currently consists of eight directors: John K. Bakewell, Joseph H. Capper, Robert A. Cascella, Sheryl L. Conley, Wilfred E. Jaeger, M.D., Glenn P. Muir, Megan Rosengarten, and Keith J. Sullivan. On March 25, 2024, based on a recent analysis of similarly situated companies, feedback from our stockholders, and other considerations, the Board determined that it would reduce the number of directors serving on the Board from eight to five effective immediately after the Annual Meeting. Following that determination, Messrs. Bakewell and Capper and Dr. Jaeger advised the Company that they would not stand for reelection to the Board at the Annual Meeting. Their service on the Board and the Board’s committees will end at the conclusion of the Annual Meeting. As such, five of our current directors have been nominated to serve as a director this year. Each director to be elected and qualified will hold office until our next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation, or removal. Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the five nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Neuronetics. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
NOMINEES
NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Company’s Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this proxy statement. Robert A. Cascella, age 69, has served as a member of the Board since April 2021. Over more than 30 years, Mr. Cascella has supported value creation in the healthcare industry, with a strong focus on innovation and integrated solutions. Mr. Cascella retired from Philips on December 31, 2021, after working for the company since 2015. The last position he held before retiring was Executive Vice President and Strategic Business Development Leader and was also a member of the company’s Executive Committee. Prior to that role, Mr. Cascella was the CEO for the Precision Diagnosis Segment, responsible for the integration of smart systems, software, informatics and services dedicated to delivering on the promise of precision medicine. Prior to that role, Mr. Cascella was the CEO of the Diagnosis and Treatment Segment, where he was responsible for the development and growth of modality-based diagnostics and interventional treatment and therapy. Before joining Philips, Mr. Cascella spent 11 years at Hologic, a global leader in Women’s Health, as its president, and later, its CEO. Under his leadership, Hologic broadly diversified its product portfolio and substantially grew revenues through a combination of innovative product development and acquisition, as well as the building of strong customer relationships. Mr. Cascella serves as a board director for Celestica (NYSE: CLS), Mirion Technologies (NYSE: MIR) and Koru Medical Systems (Nasdaq: KRMD). He is also a NACD certified director. Mr. Cascella holds a Bachelor of Arts in accounting from Fairfield University. The Board believes Mr. Cascella’s financial and managerial experience as CEO of a publicly traded medical technology company, as well as his experience serving on the board of directors of other companies qualifies him to serve as a director on the Board. Sheryl L. Conley, age 63, has served as a member of the Board since October 2019. Ms. Conley is a 35-year veteran of the orthopedic medical device industry with expertise and executive leadership experience in running full P&L business segments, global brand management, marketing, sales, product development, and operations. Ms. Conley currently serves as an independent Board Director for Anika Therapeutics, Inc. and is a member of the Audit and Compensation Committees (May 2021—present). She previously served as an independent Board Director and Board Chair for Surgalign, Inc. and as a member of the Audit Committee (May 2021–October 2023). In addition to her public Board Director positions, Ms. Conley served as an independent Board Director for Keystone Dental, Inc a privately held company and was a member of the Audit Committee (February 2022–December 2023). Previously, Ms. Conley was President and Board Member of AcceLINX, Inc., a musculoskeletal health business accelerator from (March 2017 - December 2022). From September 2012 to May 2017, Ms. Conley was President & CEO of OrthoWorx, Inc., a community-based initiative that works strategically and collaboratively with the orthopedic industry and other stakeholders. Prior to her role as the President and CEO of OrthoWorx, Ms. Conley spent 25 years with Zimmer, Inc. in a number of escalating executive leadership roles across a variety of product segments and geographies, during which she provided key leadership in the development and commercial release of over 50 industry leading brands, including as Group President, Americas and Global Brand Management, and Chief Marketing Officer from December 2005 until May 2008. Ms. Conley holds a Bachelor of Science (Biology and Chemistry) and an MBA from Ball State University. The Board believes that Ms. Conley’s business expertise in the medical device industry, executive leadership and experience in operations and international markets qualifies her to serve as a director on the Board. Glenn P. Muir, age 65, has served as a member of the Board since July 2017. From 1992 until 2014 when he retired, Mr. Muir was the Chief Financial Officer at Hologic, Inc., a publicly traded manufacturer and supplier of medical products. He served as Hologic’s Executive Vice President of Finance & Administration from 2000 to 2014, as Vice President of Finance & Administration from 1992 to 2000, and as Controller from 1988 to 1992. Mr. Muir served as a Director of Hologic from 2001 to 2013. Mr. Muir served as Chief Financial Officer and Vice President of Finance & Administration at Metallon Engineered Materials Corp. from 1986 to 1988. He served as a Senior Auditor with Arthur Andersen & Co. from 1981 to 1984. Mr. Muir has been a Director of two publicly traded life science and biotechnology companies, Repligen Corporation and G1 Therapeutics, Inc., since 2015. He served as an Independent Director at ReWalk Robotics Ltd. and RainDance Technologies, Inc., both from 2014 to 2017. Mr. Muir earned his bachelor’s degree in accounting from the University of Massachusetts in Amherst, his M.B.A. from the Harvard Business School, and his M. Sc. in taxation from Bentley College Graduate School of Business. He is a certified public accountant (inactive since 2022). The Board believes Mr. Muir’s leadership and management experience with medical product companies and financial expertise qualifies him to serve as a director on the Board.
NOMINEES
Megan Rosengarten, age 47, has served as a member of the Board since August 2021. Ms. Rosengarten is a proven leader known for identifying and championing disruptive technologies in the healthcare space, as well as for commercializing new insights and opportunities. She served as President of the Surgical Robotics business of Medtronic, a $20B+ medical device company, from 2018 to 2022. There she built and launched a new robotics Global Operating Unit and acquired and successfully integrated a UK-based surgical artificial intelligence start-up, Digital Surgery. From 2014 to 2018, Ms. Rosengarten was VP, Global Marketing, for Hologic’s $1B Breast and Skeletal Health Division where she served a key role in the company’s turnaround by defining global strategies and executing on opportunities to accelerate growth through innovation. Prior to joining Hologic, Ms. Rosengarten worked at Covidien from 2008 to 2014 where she helped to found the Robotics incubator to which she later returned to lead and commercialize. Prior to joining Covidien, she led marketing efforts for contact lens and consumer healthcare brands at Johnson & Johnson. Throughout her career, Ms. Rosengarten has received honors, including the 2021 Connecticut Woman of Innovation award, the 2021 Global Inclusion, Diversity and Equity award, the Hologic President’s Circle of Excellence award, and the Covidien President’s Award for excellence in innovation and leadership. She has also served on the board of BioCT, an organization dedicated to advancing the bioscience industry in Connecticut and as a director of Digital Surgery post-acquisition by Medtronic. In January 2023, Ms. Rosengarten joined the Board of Directors of KoKo Medical (formerly Early Bird Medical, Inc.), a medical device startup committed to saving the lives of mothers by developing innovative products that allow for rapid postpartum hemorrhage intervention. In April 2023, she joined the board of BioCoat, specialists in hydrophilic coatings and related equipment and services for medical devices. Ms. Rosengarten earned her MBA from Kenan-Flagler Business School at the University of North Carolina, with concentrations in marketing and international business, and her B.S. in Biological Anthropology and Anatomy from Duke University. The Board believes Ms. Rosengarten’s management experience with medical product companies and expertise commercializing and marketing medical devices qualifies her to serve as a director on the Board. Keith J. Sullivan, age 65, has served as our President and Chief Executive Officer and as a member of the Board since July 2020. Previously, he was Chief Commercial Officer and President (North America) of ZELTIQ Aesthetics, Inc. (“ZELTIQ”), a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform under the Coolsculpting® brand, from January 2016 until the acquisition of ZELTIQ by Allergan, Inc. in April 2017. Mr. Sullivan previously served as Senior Vice President and Chief Commercial Officer of ZELTIQ from November 2014 until January 2016 and as Senior Vice President of Worldwide Sales and Marketing from July 2013 through October 2014. Mr. Sullivan, who has more than 30 years of senior sales leadership experience in the medical device industry, has previously held leadership positions with Medicis Pharmaceuticals, Reliant Technologies, Medtronic, Vision Quest Laser Center and Coherent Medical. Mr. Sullivan received a Bachelor of Business Administration from the College of William and Mary. Mr. Sullivan serves on the Boards of Directors of Sientra, Inc. and Venus Concept. The Board believes Mr. Sullivan’s leadership role at the Company, responsibility for developing our strategic direction and management experience with medical product companies qualifies him to serve as a director on the Board. A VOTE “FOR” EACH NAMED NOMINEE IN PROPOSAL 1.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation Committee
| • | establishing policies with respect to votes by our stockholders to approve executive and director compensation to the extent required by Section 14A of the Exchange Act and, if applicable, determining our recommendations regarding the frequency of non-binding, advisory votes on executive and director compensation; |
Compensation Committee
| • | reviewing the competitiveness of our executive and director compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our Named Executive Officers for the fiscal years ended December 31, 2023 and 2022:
Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (d) | Bonus ($)(2) (d) | Restricted Stock Awards ($)(1) (e) | Option Awards ($)(1) (f) | Non-Equity Incentive Plan Compensation ($)(2) (g) | All Other Compensation ($)(3) (i) | Total ($) (j) | | Keith J. Sullivan President and Chief Executive Officer | 2023 | $700,000 | — | $1,601,700 | — | $660,800 | $28,485 | $2,990,985 | | | 2022 | $676,000 | — | $900,001 | — | $841,620 | $34,593 | $2,452,214 | | Stephen Furlong, Executive Vice President, Chief Financial Officer | 2023 | $448,200 | $56,025 | $590,000 | — | $170,316 | $96,844 | $1,361,385 | | | 2022 | $430,975 | $53,872 | $560,003 | — | $223,030 | $102,251 | $1,370,130 | | W. Andrew Macan Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | $409,400 | $51,175 | $531,000 | — | $155,572 | $13,556 | $1,160,703 | | | 2022 | $393,640 | $49,205 | $528,002 | — | $203,709 | — | $1,174,556 |
Summary Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of the options to purchase shares of our common stock and stock awards that may be settled for shares of our common stock granted to the Named Executive Officers in the covered fiscal years, calculated in accordance with the Financial Accounting Standard Board’s ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. See Note 15 (Share Based Compensation) to our financial statements as included in our Annual Report on Form 10-K filed with the SEC on March 8, 2023 for the assumptions used in calculating the grant date fair value of the stock options and stock awards reported in these columns. |
Summary Compensation Table
| (2) Reflects amounts paid pursuant to our bonus program for each of the covered fiscal years. For a description of our fiscal 2023 bonus program, see “Narrative Disclosure to Summary Compensation Table” below. |
Summary Compensation Table
| (3) For the years ended December 31, 2023 and 2022, the amount reported for Mr. Sullivan includes payment of $14,929 and $12,332, respectively, for automobile commuting costs to spend business time at corporate headquarters in Malvern, PA, including $529 and $432, respectively for a gross-up payment to offset the tax liability. For the year ended December 31, 2023 and 2022, the amount reported for Mr. Sullivan also includes payment of $13,556 and $22,261, respectively, for travel and entertainment expense, including $3,301 and $4,800, respectively, for a gross-up payment to offset the tax liability. For the years ended December 31, 2023 and 2022, the amount reported for Mr. Furlong includes payment of $83,288 and $79,990, respectively, for relocation expenses associated with |
Summary Compensation Table
travel to corporate headquarters, including $36,938 and $33,865, respectively, for a gross-up payment to offset the tax liability incurred in connection with such expenses. For the years ended December 31, 2023 and 2022, the amount reported for Mr. Furlong also includes payment of $13,556 and $22,261, respectively, for travel and entertainment expenses, including $3,979 and $4,800, respectively, for a gross-up payment to offset the tax liability incurred in connection with such expenses. Such amount is to be repaid to the Company if Mr. Furlong terminates his employment with us voluntarily or his employment is terminated for cause within 24 months of the effective date of his employment. For the year ended December 31, 2023, the amount reported for Mr. Macan includes payment of $13,556, for travel and entertainment expenses, including $3,726 for a gross-up payment to offset the tax liability incurred in connection with such expenses.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding the outstanding and unexercised stock options and restricted stock unit awards held by each of our Named Executive Officers as of December 31, 2023. The vesting schedule applicable to each outstanding equity award is described in the footnotes to the table below. For information regarding the vesting acceleration provisions applicable to the equity awards of our Named Executive Officers, see “Executive Officer Post-Employment Compensation Arrangements.”
Outstanding Equity Awards at Fiscal Year-End Table
| Name (a) | Equity Award Grant Date | Number of securities Underlying Unexercised options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that have not Vested (g) | Market Value of Shares or Units of Stock that have not Vested (h) | | Mr. Sullivan | 07/14/20 | 754,166 | 145,834(4) | $1.98 | 07/13/30 | 375,000(3) | $1,087,500 | | | 02/03/21 | — | — | — | — | 100,000(4) | $290,000 | | | 02/09/22 | — | — | — | — | 189,289(1) | $548,927 | | | 02/09/23 | — | — | — | — | 285,000(1) | $826,500 | | Mr. Furlong | 07/22/19 | 117,845 | — | $11.48 | 07/21/29 | — | — | | | 02/03/21 | — | — | — | — | 46,728(5) | $135,511 | | | 10/04/21 | — | — | — | — | 3,334(2) | $9,669 | | | 02/09/22 | — | — | — | — | 117,778(1) | $341,556 | | | 02/08/23 | — | — | — | — | 100,000(1) | $290,000 | | Mr. Macan | 02/03/21 | — | — | — | — | 21,058(6) | $61,068 | | | 10/04/21 | — | — | — | — | 3,334(1) | $9,669 | | | 02/09/22 | — | — | — | — | 111,047(1) | $322,036 | | | 02/08/23 | — | — | — | — | 90,000(1) | $261,000 |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) One-third or approximately thirty-three percent (33%) of the shares subject to the RSUs grant shall vest on the first, second, and third anniversary of the original grant date subject to Reporting Person continuing to provide service through each such date. |
Outstanding Equity Awards at Fiscal Year-End Table
| (2) Option to purchase shares of our common stock vests as to 25% of the shares subject to the option on the first anniversary of Mr. Sullivan’s relevant vesting commencement date and the remaining shares vest as to 1/48th of such shares each month thereafter. |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) Consists of (i) 500,000 RSU grant that vests in four equal annual installments beginning on July 14, 2021, in each case subject to continuous service of the Reporting Person through such date and (ii) 500,000 performance restricted stock units (“PRSUs”) grant comprised of four equal tranches each of which vest in equal installments of 125,000 shares based on appreciation of the Company’s common stock price to $10, $15, $20 and $25 per share, respectively, measured using a trailing 30-day volume weighted average price (“VWAP”) of a share of the Company’s common stock. 250,000 shares vested during December 31, 2021 period as the $10 and $15 per share VWAP requirement was satisfied. |
Outstanding Equity Awards at Fiscal Year-End Table
| (4) Consists of a 100,000 PRSUs grant comprised of two equal tranches of which vest in equal installments of 50,000 shares based on appreciation of the Company’s common stock price to $30 and $35 per share, respectively, measured using a trailing 30-day volume weighted average price of a share of the Company’s common stock. |
Outstanding Equity Awards at Fiscal Year-End Table
| (5) Consists of (i) 35,176 RSUs grant that vests in three equal annual installments beginning on February 3, 2022, in each case subject to continuous service of the Reporting Person through such date and (ii) 35,000 PRSUs grant that will vest based on appreciation of the Company’s common stock price to $25 per share, measured using a trailing 30-day volume weighted average price of a share of the Company’s common stock. |
Outstanding Equity Awards at Fiscal Year-End Table
| (6) Consists of (i) 33,166 RSUs grant that vests in three equal annual installments beginning on February 3, 2022, in each case subject to continuous service of the Reporting Person through such date and (ii) 10,000 PRSUs grant that will vest based on appreciation of the Company’s common stock price to $25 per share, measured using a trailing 30-day volume weighted average price of a share of the Company’s common stock. |
Pay Versus Performance
Pay Versus Performance As required by the pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”), we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the compensation actually paid (“CAP”) to our Named Executive Officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. We do not utilize net income (loss) or total stockholder return (“TSR”) in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail in the section entitled “Narrative Disclosure to 2023 Summary Compensation Table,” part of the compensation that our Named Executive Officers are eligible to receive consists of annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Additionally, we view restricted stock, which is an integral part of our executive compensation program, as related to the Company’s performance although not directly tied to net income (loss) or TSR, because they provide incremental value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. We believe that stock restricted stock grants provide a meaningful incentive for our executives to remain in our employment and enhance stockholder value over time. Stockholders should refer to the philosophy, policies and practices in this proxy statement for a complete description of how executive compensation relates to the Company’s performance measures and how the Compensation Committee makes it decisions related thereto. The Compensation Committee did not consider this SEC-required pay versus performance analysis and disclosure below in making its pay decisions for any of the years shown. Pay Versus Performance Table The following table provides the information required to be disclosed for our Named Executive Officers for each of the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021 along with the financial information required to be disclosed for each fiscal year. We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this proxy statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.
Pay Versus Performance
| Year | Summary Compensation Table Total for the Principal Executive Officer (“PEO”)(1) | Compensation actually paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on TSR(5) | Net Loss (in $ '000s)(6) | | 2023 | $2,990,985 | ($1,941,901) | $1,261,044 | $199,563 | $26 | ($29,784) | | 2022 | $2,452,214 | $4,129,522 | $1,272,343 | $1,986,312 | $62 | ($37,159) | | 2021 | $2,838,730 | ($3,227,270) | $1,579,725 | $210,913 | $40 | ($31,193) |
Pay Versus Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for the 2021, 2022 and 2023 fiscal years for Mr. Sullivan who served as our PEO for the applicable year. For additional information, see “Executive Compensation-Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounted reported in this column represent the amount of CAP to our PEO, Mr. Sullivan, as computed in accordance with Item 402(v) of Regulation S-K. |
Pay Versus Performance
| (3) The following table reflects the adjustments made to compute CAP for each applicable year. |
Pay Versus Performance
| (4) The dollar amounts reported in this column represents the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs in each applicable year were Messrs. Furlong, and Macan. |
Pay Versus Performance
| (5) The amounts reported in this column reflect our cumulative TSR, assuming an initial fixed $100 investment in the Company for the period starting December 31, 2021 through the end of each listed fiscal year. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measured period, assuming dividend reinvestment, and the difference between the Company’ share price at the end and the beginning of the measured period by the Company’s share price at the beginning of the measured period. No dividends were paid on stock or option awards in 2021, 2022 and 2023. |
Pay Versus Performance
| (6) The dollar amounts reported represents the amount of net loss attributed to the Company’s stockholders as reflected in our audited financial statements of each applicable year. |
Pay Versus Performance
| | 2023 | | 2022 | | 2021 | | | | PEO $ | Non-PEO NEOs $ | PEO $ | Non-PEO NEOs $ | PEO $ | Non-PEO NEOs $ | | Summary Compensation Table total | $2,990,985 | $2,522,088 | $2,452,214 | $2,544,686 | $2,838,730 | $3,159,451 | | Adjustments | | | | | | | | (Subtraction): Stock Awards | ($1,601,700) | ($1,121,000) | ($900,001) | ($1,088,005) | ($1,592,000) | ($1,930,605) | | Fair Value of Equity Awards | | | | | | | | Addition: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | $826,500 | $551,000 | $1,950,475 | $2,357,915 | $446,000 | $594,705 | | Addition: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | ($3,184,086) | ($1,204,018) | $2,388,083 | $536,152 | ($8,276,667) | ($2,105,984) | | Addition: Change in Fair Value or Prior Year Equity Awards Vested in Covered Year | ($973,599) | ($348,944) | ($1,761,250) | ($378,124) | $3,356,667 | $704,259 | | Total Adjustments for Fair Value Equity Awards | $(4,932,886) | $(2,122,961) | $1,677,308 | $1,427,938 | $(6,066,000) | $(2,737,624) | | Compensation Actually Paid | $(1,941,901) | $399,127 | $4,129,522 | $3,972,624 | $(3,227,270) | $421,826 |
Pay Versus Performance
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. CAP and Net Income (Loss) The following chart sets forth the relationship between CAP to Mr. Sullivan and the average of CAP to our Named Executive Officers as a group (excluding Mr. Sullivan), and our net loss during the two most recently completed fiscal years. CAP and Cumulative TSR The following chart sets forth the relationship between CAP to Mr. Sullivan, the average of CAP to our Named Executive Officers as a group (excluding Mr. Sullivan), and the Company’s cumulative TSR over the two most recently completed fiscal years. All information provided in this “Pay Versus Performance” section will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Board has adopted a compensation policy with respect to the compensation of our non-employee directors who are not serving due to an affiliation with our investors. Pursuant to this policy, in 2023, each non-employee director received annual cash compensation of $55,000 and the Chair of the Board received an additional $60,000. Additionally, annual cash compensation for committee membership is as follows:
DIRECTOR COMPENSATION
| • | Audit Committee chair: $20,000; |
DIRECTOR COMPENSATION
| • | Audit Committee member: $10,000; |
DIRECTOR COMPENSATION
| • | Compensation Committee chair: $15,000; |
DIRECTOR COMPENSATION
| • | Compensation Committee member: $7,500; |
DIRECTOR COMPENSATION
| • | Nominating and Governance Committee chair: $10,000; and |
DIRECTOR COMPENSATION
| • | Nominating and Governance Committee member: $5,000. |
DIRECTOR COMPENSATION
All annual cash compensation amounts are payable in equal quarterly installments. Cash retainers are prorated for any partial year service. Eligible directors may elect to receive cash retainers in the form of vested common stock. In 2023: (i) each eligible director who continued to serve as a director following our 2023 annual meeting of stockholders was granted restricted stock units valued at $100,000, vesting in full one year from the grant date and, in any event, vesting on the date of the next annual meeting of our stockholders or upon a change in control of the Company, subject to continued service as a director through the applicable vesting date; and (ii) Mr. Cascella, the non-executive Chair of the Board, received additional restricted stock units valued at $25,000 for his service as the non-executive Chair. Mr. Sullivan, our President and Chief Executive Officer, receives no compensation for his service as a director. The following table provides information for the year ended December 31, 2023 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director during the year ended December 31, 2023. Other than as set forth in the table and the narrative that follows it, in the year ended December 31, 2023, we did not pay any fees to our non-employee directors, make any equity or non-equity awards to non-employee directors or pay any other compensation to non-employee directors. All compensation that we paid to Mr. Sullivan, our only employee director in 2023, is presented in the tables summarizing Named Executive Officer compensation in the section entitled “Executive Compensation.”
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Restricted Stock Awards ($)(1) (c) | Option Awards ($)(1) (d) | All Other Compensation ($) (g) | Total ($) (h) | | John K. Bakewell(2) | $80,000 | $100,001 | — | — | $180,001 | | Robert Casella(3) | $120,000 | $125,001 | — | — | $245,001 | | Sheryl L. Conley(4) | $75,000 | $100,001 | — | — | $175,001 | | Wilfred E. Jaeger, M.D.(5) | $62,500 | $100,001 | — | — | $162,501 | | Glenn P. Muir(6) | $82,500 | $100,001 | — | — | $182,501 | | Megan Rosengarten(7) | $62,500 | $100,001 | — | — | $162,501 | | Joseph H. Capper (8) | $65,000 | $100,001 | — | — | $165,001 |
2023 Director Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of the options to purchase shares of our common stock and restricted stock unit awards that may be settled for shares of our common stock granted to our non-employee directors in 2022, calculated in accordance with the Financial Accounting Standard Board’s ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. See Note 15 (Share Based Compensation) to our financial statements as included in our Annual Report on Form 10-K filed with the SEC on March 8, 2023 for the assumptions used in calculating the grant date fair value of the stock options and stock awards reported in these columns. |
2023 Director Compensation Table
| (2) As of December 31, 2023, Mr. Bakewell held 36,364 shares of unvested restricted common stock. |
2023 Director Compensation Table
| (3) As of December 31, 2023, Mr. Cascella held 45,455 shares of unvested restricted common stock. |
2023 Director Compensation Table
| (4) As of December 31, 2023, Ms. Conley held 36,364 shares of unvested restricted common stock and 6,630 exercisable options to purchase shares of common stock. |
2023 Director Compensation Table
| (5) As of December 31, 2023, Dr. Jaeger held 36,364 shares of unvested restricted common stock and 16,102 exercisable options to purchase shares of common stock. |
2023 Director Compensation Table
| (6) As of December 31, 2023, Mr. Muir held 36,364 shares of unvested restricted common stock and 36,802 exercisable options to purchase shares of common stock. |
2023 Director Compensation Table
| (7) As of December 31, 2023, Ms. Rosengarten held 36,364 shares of unvested restricted common stock. |
2023 Director Compensation Table
| (8) As of December 31, 2023, Mr. Capper held 36,364 shares of unvested restricted common stock. |