DEF 14A of Butterfly Network, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022435
Compensation Committee
| • | the amount of bonuses to be paid, if any; and |
Compensation Committee
| • | whether or not stock option, restricted stock unit and/or other equity awards should be made. |
Compensation Committee
These recommendations are reviewed and taken into account by the compensation committee, together with the compensation committee’s evaluation of the Chief Executive Officer’s performance and contributions. The compensation committee then approves the compensation of our executive officers other than our Chief Executive Officer and Chairperson of the board of directors and makes a recommendation regarding the compensation of our Chief Executive Officer and Chairperson of the board of directors to the full board of directors, which then approves the compensation of our Chief Executive Officer and Chairperson of the board of directors. Mr. DeVivo, our Chief Executive Officer and Chairperson of the board of directors, is not present when the board of directors discusses and makes decisions about his compensation. The compensation committee grants stock options, RSUs and/or other equity awards to our executive officers. The compensation committee may engage compensation consultants to evaluate executive compensation, discuss general compensation trends, provide competitive market practice data, and assist in the design and implementation of certain elements of the executive compensation program. FW Cook has served as our compensation committee’s independent compensation consultant since 2021. FW Cook reports directly to the compensation committee, and the compensation committee has the sole authority to hire, fire and direct the work of FW Cook. As part of its engagement, FW Cook was requested by the compensation committee to update our comparative peer group and perform an analysis of executive compensation as relates to base salary, target annual cash
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our compensation committee is primarily responsible for establishing and reviewing our general compensation strategy. For additional information regarding our compensation committee, see the section above captioned “Compensation Committee.”
2023 Summary Compensation Table
2023 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to, during the fiscal years ended December 31, 2023 and 2022 for each of our NEOs.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Joseph DeVivo, Chief Executive Officer(4) | 2023 | 588,942 | 1,101,712 | 9,117,333 | — | 630(5) | 10,808,618 | | Jonathan M. Rothberg, Former Interim Chief Executive Officer(6) | 2023 | — | — | — | — | 217,351(7) | 217,351 | | | 2022 | — | — | — | — | 217,498 | 217,498 | | Heather Getz Chief Financial Officer | 2023 | 535,500 | 374,710(8) | 2,390,400 | — | 7,510(9) | 3,308,120 | | | 2022 | 316,667 | 255,464 | 2,249,998 | 749,458 | 401,897 | 3,973,484 | | Andrei Stoica, Chief Technology Officer | 2023 | 484,500 | 197,600 | 1,545,600 | — | 23,116(10) | 2,250,816 | | | 2022 | 475,000 | 199,500 | 1,714,139 | — | 319,131 | 2,707,770 |
2023 Summary Compensation Table
| (1) The amounts in this column for 2023 reflect cash bonuses earned in 2023 and paid in 2024 as well as a $500,000 sign-on bonus paid to Mr. DeVivo when he commenced employment with us. |
2023 Summary Compensation Table
| (2) The amounts in this column reflect the aggregate grant date fair value of stock awards granted during 2023 and 2022, respectively, computed in accordance with Accounting Standards Codification, or ASC, Topic 718, Compensation-Stock Compensation, or Topic 718. Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the option awards are included in Note 11 “Equity Incentive Plan” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of each time-based RSU award is measured based on the closing price of our Class A common stock on the grant date. For performance-based RSU awards granted on April 24, 2023 and July 13, 2023 to Mr. DeVivo and Ms. Getz, respectively, the vesting conditions relating to each such awards are considered market conditions and not financial performance conditions. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. DeVivo and Ms. Getz that could be calculated and disclosed based on achievement of the underlying market condition. The grant date fair value of such performance-based awards with a market condition, measured utilizing a Monte Carlo simulation as of the date of grant, was $3,333,333 and $408,000 for each award, respectively. The amounts reported in this column do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. |
2023 Summary Compensation Table
| (3) The amounts in this column reflect the aggregate grant date fair value of the option awards granted during 2022, computed in accordance with Topic 718, using the Black-Scholes option-pricing model. Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the option awards are included in Note 11 “Equity Incentive Plan” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the NEOs. |
2023 Summary Compensation Table
| (4) Mr. DeVivo commenced employment with us on April 24, 2023. |
2023 Summary Compensation Table
| (5) Amounts reported in this column represent $630 of cell phone reimbursements. |
2023 Summary Compensation Table
| (6) Dr. Rothberg served as our Interim Chief Executive Officer from December 31, 2022 to April 24, 2023 and received no additional compensation for this role. In connection with Mr. DeVivo’s appointment as our President and Chief Executive Officer, effective as of the April 24, 2023, Mr. Rothberg stepped down as Interim President and Chief Executive Officer as of that same date and continued to serve as a director of our Board. Dr. Rothberg received no additional compensation in connection with his role as Interim President and Chief Executive Officer. Following April 24, 2023, Dr. Rothberg continued to serve as a director of our Board. |
2023 Summary Compensation Table
| (7) Amounts reported in this column represent $67,352 of director fees and $149,999 relating to a RSU award granted to Dr. Rothberg in connection with his services as a director in 2023. Dr. Rothberg's fees are partially prorated as a result of his stepping down as Chairperson of the Nominating and Corporate Governance Committee in December 2023. The amount in this column relating to Dr. Rothberg’s RSU award reflects the aggregate grant date fair value of the stock award granted during 2023 computed in accordance with Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The amount reported with respect to Dr. Rothberg’s RSU award does not necessarily correspond to the actual value recognized or that may be recognized by him. |
2023 Summary Compensation Table
| (8) Excludes an amount of $21,290, which represents a prorated portion attributable to 2022 of an additional discretionary bonus paid to Ms. Getz in 2023 in connection with her services to the Office of the Chief Executive Officer. |
2023 Summary Compensation Table
| (9) Amounts reported in this column represent $910 of cell phone reimbursements and $6,600 of 401(k) plan employer match contributions. |
2023 Summary Compensation Table
| (10) Amounts reported in this column represent $910 of cell phone reimbursements, $15,606 of tax gross-ups and reimbursements, and $6,600 of 401(k) plan employer match contributions. |
2023 Summary Compensation Table
| 2024 Proxy Statement | 24 |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2023, including both awards subject to performance conditions and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Joseph DeVivo, Chief Executive Officer | 4/24/2023(3) | — | — | — | — | 1,600,000 | 1,728,000 | — | — | | | 4/24/2023(4) | — | — | — | — | — | — | 1,600,000 | 1,728,000 | | Jonathan M. Rothberg, Former Interim Chief Executive Officer | 2/16/2021(5) | — | — | — | — | 4,387 | 4,738 | — | — | | | 7/1/2021 | 21,645 | — | 14.25 | 6/30/2031 | — | — | — | — | | | 6/20/2023(6) | — | — | — | — | 65,789 | 71,052 | — | — | | Heather Getz, Chief Financial Officer | 5/2/2022(7) | 124,653 | 190,262 | 3.58 | 5/1/2032 | — | — | — | — | | | 5/2/2022(8) | — | — | — | — | 471,368 | 509,077 | — | — | | | 3/1/2023(9) | — | — | — | — | 142,500 | 153,900 | — | — | | | 3/1/2023(10) | — | — | — | — | 600,000 | 648,000 | — | — | | | 7/13/2023(11) | — | — | — | — | — | — | 200,000 | 216,000 | | Andrei Stoica, Chief Technology Officer | 7/19/2021(12) | 68,496 | 53,275 | 10.68 | 7/18/2031 | — | — | — | — | | | 7/19/2021(13) | — | — | — | — | 27,037 | 29,200 | — | — | | | 3/4/2022(14) | — | — | — | — | 129,310 | 139,655 | — | — | | | 3/22/2022(15) | — | — | — | — | 37,357 | 40,346 | — | — | | | 3/1/2023(16) | — | — | — | — | 95,000 | 102,600 | — | — | | | 3/1/2023(17) | — | — | — | — | 500,000 | 540,000 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) All option awards generally have a ten-year term from the grant date. Pursuant to our current equity plan, upon separation from the Company, unexercised options expire 3 months after the departure date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The market value of the stock awards is based on the closing price of our Class A common stock of $1.08 per share on December 31, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) The shares underlying this RSU vested as to 33% of the award on April 24, 2023, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. DeVivo’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) The RSU awards reported in this column vest based on market conditions and a service condition. 33% shall vest upon the achievement of a price for the Class A common stock equal to or exceeding $3.00 per share, 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.50 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. Mr. DeVivo must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of this RSU award.
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) The shares underlying this RSU vested as to 33% of the award on February 16, 2022, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Dr. Rothberg’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) The shares underlying this RSU vest as to 100% of the award on the date of the 2024 annual meeting of Company’s stockholders, subject to Dr. Rothberg’s continued service through the applicable vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) The shares underlying this option vestvested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 36 equal monthly installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) The shares underlying this RSU vested as to 25% of the award on May 2, 2023, with the remainder of the award vesting in 3 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) The shares underlying this RSU vested as to 50% of the award on July 1, 2023, with the remainder of the award vesting on January 1, 2024, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) The shares underlying this RSU vest as to 33% of the award on March 1, 2024, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Ms. Getz’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) This award vests based on market conditions and a service condition. 33% shall vest upon the achievement of a price for the Class A common stock equal to or exceeding $3.00 per share, 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $4.50 per share, and 33% shall vest upon the achievement of a price for the Company’s Class A common stock equal to or exceeding $6.00 per share. In each case, the closing stock price for 20 consecutive trading days must equal or exceed the share price targets, and provided such share price is achieved prior to the fifth anniversary following the grant date. Ms. Getz must continue to have a service relationship with the Company on the applicable vesting dates to vest in any portion of her RSU award. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) The shares underlying this option vested as to 25% of the award on September 30, 2022, with the remainder of the award vesting in 36 equal monthly installments thereafter, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (13) The shares underlying this RSU vested as to 25% of the award on September 30, 2022, with the remainder of the award vesting in 12 equal quarterly installments thereafter, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (14) The shares underlying this RSU vested as to 33% of the award on March 4, 2023, with the remainder of the award vesting in 8 equal quarterly installments thereafter, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (15) The shares underlying this RSU vested as to 33% of the award on March 22, 2023, with the remainder of the award vesting in 8 equal quarterly installments thereafter, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (16) The shares underlying this RSU vested as to 50% of the award on July 1, 2023, with the remainder of the award vesting on January 1, 2024, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (17) The shares underlying this RSU vested as to 33% of the award on March 1, 2024, with the remainder of the award vesting in 2 equal annual installments thereafter, subject to Mr. Stoica’s continued service through the applicable vesting dates. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.
Nonqualified Deferred Compensation
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the compensation actually paid (“CAP”) to our first PEO (Joseph DeVivo, Chief Execuitve Officer from 4/24/2023 to the present), our second PEO (Jonathan Rothberg, Interim Chief Executive Officer from 12/31/2022 to 4/24/2023), third PEO (Todd Fruchterman, Chief Executive Officer from 2/1/2021 to 12/30/2022), fourth PEO (Laurent Faracci, Chief Executive Officer until 1/23/2021), and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (“TSR”) and our net income.
Pay Versus Performance
| Fiscal Year (a)(1) | SCT For PEO1 (b)(2) | CAP For PEO1 (c)(3) | SCT For PEO2 (b)(2) | CAP For PEO2 (c)(3) | SCT For PEO3 (b)(2) | CAP For PEO3 (c)(3) | SCT For PEO4 (b)(2) | CAP For PEO4 (c)(3) | Average SCT for Other NEOs (d)(4) | Average CAP For Other NEOs (e)(3) | TSR (f)(5) | Net Income ($M) (h)(6) | | 2023 | $10,808,618 | $6,531,285 | $217,351 | $127,089 | — | — | — | — | $2,779,468 | $1,254,662 | $4.80 | ($133.7) | | 2022 | — | — | $217,498 | ($1,412,374) | $6,640,611 | ($2,988,104) | — | — | $3,340,627 | $2,187,065 | $10.93 | ($168.7) | | 2021 | — | — | — | — | $34,816,164 | $17,275,459 | $3,541,800 | ($17,942,453) | $2,875,233 | $2,441,247 | $29.73 | ($32.4) |
Pay Versus Performance
| (1) For 2023, Mr. DeVivo (“PEO1”) and Dr. Rothberg (“PEO2”) each served as our PEO during part of the year, and Ms. Getz and Mr. Stoica as our Other Non-PEO NEOs. For 2022, Dr. Rothberg and Dr. Fruchterman (“PEO3”) each served as our PEO during part of the year, and Ms. Getz and Mr. Stoica as our Other Non-PEO NEOs. For 2021, Dr. Fruchterman and Mr. Faracci (“PEO4”) each served as our PEO during part of the year, and Ms. Fielding, Ms. Pugh, Mr. Shahida, and Mr. Stoica served as our Other Non-PEO NEOs. |
Pay Versus Performance
| (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (3) The dollar amounts reported in columns (c) and (e) represent the amount of CAP as computed in accordance with SEC rules. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: |
Pay Versus Performance
| Fiscal Year | | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Prior Awards (ii) | Change in Value of Prior Awards Vested (iii) | Value of New Awards Vested (iv) | Change in Value of Canceled Awards (v) | TOTAL Equity CAP (c)=(i)+(ii) +(iii)+ (iv)+(v) | CAP (d) =(a)- (b)+(c) | | 2023 | PEO1 | $10,808,618 | $9,117,333 | $2,912,000 | — | — | $1,928,000 | — | $4,840,000 | $6,531,285 | | | PEO2 | $217,351 | $149,999 | $71,052 | ($6,054) | ($5,262) | — | — | $59,737 | $127,089 | | | PEO3 | — | — | — | — | — | — | — | — | — | | | PEO4 | — | — | — | — | — | — | — | — | — | | | Non-PEO NEOs | $2,779,468 | $1,968,000 | $797,917 | ($523,556) | ($104,291) | $273,125 | — | $443,194 | $1,254,662 | | 2022 | PEO1 | — | — | — | — | — | — | — | — | — | | | PEO2 | $217,498 | ($149,998) | $118,648 | ($37,106) | ($1,561,416) | — | — | ($1,479,874) | ($1,412,374) | | | PEO3 | $6,640,611 | ($3,645,155) | — | — | ($4,873,998) | — | ($1,109,562) | ($5,983,560) | ($2,988,104) | | | PEO4 | — | — | — | — | — | — | — | — | — | | | Non-PEO NEOs | $3,340,627 | ($2,356,798) | $1,446,322 | ($189,039) | ($54,046) | — | — | $1,203,236 | $2,187,065 | | 2021 | PEO1 | — | — | — | — | — | — | — | — | — | | | PEO2 | — | — | — | — | — | — | — | — | — | | | PEO3 | $34,816,164 | ($29,611,907) | $12,071,202 | — | — | — | — | $12,071,202 | $17,275,459 | | | PEO4 | $3,541,800 | — | — | — | $6,021,275 | — | ($27,505,528) | ($21,484,253) | ($17,942,453) | | | Non-PEO NEOs | $2,875,233 | ($1,762,952) | $692,140 | $145,508 | $491,318 | — | — | $1,328,966 | $2,441,247 |
Pay Versus Performance
| (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
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Pay Versus Performance
| (c) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance
| (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
Pay Versus Performance
| (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
Pay Versus Performance
| (iii) | for awards granted in prior years that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year. |
Pay Versus Performance
| (iv) for awards granted in the applicable year that vest in the applicable year, the fair value as of the vesting date. |
Pay Versus Performance
| (v) for awards that are cancelled in the applicable year, the fair value of awards from the beginning of the applicable year. |
Pay Versus Performance
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
Pay Versus Performance
| (4) The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (5) TSR determined in column (f) is based on the value of an initial fixed investment of $100 as of IPO on February 16, 2021. |
Pay Versus Performance
| (6) The amounts in this column reflect net income as reported in the company’s Consolidated Statements of Operations and Comprehensive Loss in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Pay Versus Performance
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Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our board of directors other than Mr. DeVivo, our President and Chief Executive Officer, and Dr. Rothberg, who served as our former Interim President and Chief Executive officer beginning December 31, 2023 and ending April 24, 2023 and did not receive any additional compensation for such services, but rather received compensation in connection with his service to the board of directors. Nonetheless, the compensation received by Dr. Rothberg in connection with his service to the board of directors is set forth in the section of this Proxy Statement captioned “Executive Compensation - 2023 Summary Compensation Table.”
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | | Dawn Carfora | 58,017(3) | 149,999 | — | — | 208,016 | | Elazer Edelman, M.D., Ph.D. | 65,000 | 149,999 | — | — | 214,999 | | John Hammergren | 4,452(4) | — | — | — | 4,452 | | Gianluca Pettiti | 72,782(5) | 149,999 | — | — | 222,781 | | S. Louise Phanstiel | 77,500 | 149,999 | — | — | 227,499 | | Larry Robbins | 71,855(6) | 149,999 | — | — | 221,854 | | Erica Schwartz, M.D., J.D., M.P.H. | 62,648(7) | 149,999 | — | — | 212,647 |
Director Compensation
| (1) These amounts represent the aggregate grant date fair value of stock awards granted to each director in 2023 computed in accordance with Topic 718. Such grant date fair values do not take into account any estimated forfeitures. Details as to the assumptions used to calculate the fair value of the stock awards are included in Note 11 “Equity Incentive Plan” to our consolidated audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the directors. |
Director Compensation
| (2) The following table shows outstanding and unexercised options and unvested RSUs for each non-employee director as of December 31, 2023, other than for Dr. Rothberg, whose outstanding equity is reported in the Outstanding Equity Awards at 2023 Fiscal Year-End. |
Director Compensation
| Name | Total Options Outstanding | Vested Options | Unvested RSUs | | Dawn Carfora | 21,645 | 21,645 | 70,176 | | Elazer Edelman, M.D., Ph.D. | 21,645 | 21,645 | 70,823 | | John Hammergren | — | — | — | | Gianluca Pettiti | 21,645 | 21,645 | — | | S. Louise Phanstiel | 21,645 | 21,645 | 70,176 | | Larry Robbins | 21,645 | 21,645 | 70,176 | | Erica Schwartz, M.D., J.D., M.P.H. | — | — | 73,757 |
Director Compensation
| (3) Ms. Carfora’s fees are partially prorated as a result of her addition to the Audit Committee and appointment as Chairperson of the Compensation Committee in December 2023. |
Director Compensation
| (4) Mr. Hammergren’s fees are partially prorated as a result of his resignation from the board of directors in January 2023. |
Director Compensation
| (5) Mr Pettit's fees are partially prorated as a result of his resignation from the board of directors in December 2023. |
Director Compensation
| (6) Mr. Robbin’s fees are partially prorated as a result of his addition to the Audit Committee in January 2023. |
Director Compensation
| (7) Ms. Schwartz’s fees are partially prorated as a result of her appointment as Chairperson of the Nominating and Corporate Governance Committee in December 2023. |
Director Compensation
The following table shows the grant date fair value calculated in accordance with FASB ASC Topic 718 for equity awards granted to each non-employee director during the fiscal year ended December 31, 2023.
Director Compensation
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Director Compensation
| Name | RSUs Granted (#) | Options Granted (#) | Grant Date | Grant Date Fair Value ($) | | Dawn Carfora | 65,789 | — | 6/20/2023 | 149,999 | | Elazer Edelman, M.D., Ph.D. | 65,789 | — | 6/20/2023 | 149,999 | | John Hammergren | — | — | — | — | | Gianluca Pettiti | 65,789 | — | 6/20/2023 | 149,999 | | S. Louise Phanstiel | 65,789 | — | 6/20/2023 | 149,999 | | Larry Robbins | 65,789 | — | 6/20/2023 | 149,999 | | Erica Schwartz, M.D., J.D., M.P.H. | 65,789 | — | 6/20/2023 | 149,999 |
Director Compensation Policy
Director Compensation Policy Pursuant to our non-employee director compensation policy, the annual retainer for non-employee directors is $50,000. Annual retainers for committee membership are as follows:
Director Compensation Policy
| Position | Retainer | | Audit committee chairperson | $20,000 | | Audit committee member | $10,000 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $7,500 | | Nominating and corporate governance committee chairperson | $10,000 | | Nominating and corporate governance committee member | $5,000 | | Technology committee chairperson | $15,000 | | Technology committee member | $7,500 |
Director Compensation Policy
These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. In addition, we grant to new non-employee directors upon their initial election to our board of directors a number of RSUs, (each RSU relating to one share of our Class A common stock), having an aggregate fair market value equal to $300,000, determined by dividing (A) $300,000 by (B) the closing price of our Class A common stock on the NYSE on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the non-employee director’s continued service as a director on the applicable vesting dates. Further, in connection with each of our annual meetings of stockholders, each non-employee director automatically receives an option to purchase shares of our Class A common stock or RSUs having an aggregate grant date fair value of $150,000, valued according to Topic 718 (rounded down to the nearest whole share), each year on the first business day after our annual meeting of stockholders (or the first business day of the third fiscal quarter of such year if there has been no annual meeting of stockholders held by such date). Options have a term of 10 years from the grant date of the award. The award vests at the end of the period beginning on the date of each regular annual meeting of stockholders (or the first business day of the third fiscal quarter, as applicable) and ending on the date of the next regular annual meeting of stockholders, subject to the non-employee director’s continued service as a director through the applicable vesting dates.
Director Compensation Policy
| 2024 Proxy Statement | 37 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors On April 12, 2024, our board of directors nominated Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Dawn Carfora, Elazer Edelman, M.D., Ph.D., S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. for election at the annual meeting. If they are elected, they will serve on our board of directors until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Joseph DeVivo, Jonathan M. Rothberg, Ph.D., Larry Robbins, Dawn Carfora, Elazer Edelman, M.D., Ph.D., S. Louise Phanstiel, and Erica Schwartz, M.D., J.D., M.P.H. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.
BOARD OF DIRECTORS
BOARD OF DIRECTORS This Article VIII is inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders. (A) General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law. (B) Number of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time solely by the Board; provided, however, that prior to the Voting Threshold Date, unless otherwise approved by the Requisite Stockholder Consent, the number of the directors shall not exceed nine (9). For the avoidance of doubt, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. (C) Tenure. The directors shall be elected or appointed for a term of office continuing until the next annual meeting of stockholders of the Corporation. Each director shall hold office until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification or removal from office. Any director may resign at any time upon notice to the Corporation given in writing by any electronic transmission permitted in the Corporation’s Bylaws or in accordance with applicable law.
BOARD OF DIRECTORS
| 2024 Proxy Statement | B-11 |
BOARD OF DIRECTORS
(D) Vacancies; Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled: (i) prior to the Voting Threshold Date, (x) if the number of directors fixed pursuant to Section B of this Article VIII does not exceed nine (9), by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or by the stockholders of the Corporation with the Requisite Stockholder Consent, and (y) if the number of directors fixed pursuant to Section B of this Article VIII exceeds nine (9), solely by the stockholders of the Corporation with the Requisite Stockholder Consent; or (ii) on or after the Voting Threshold Date solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director. (E) Removal. Subject to the rights of the holders of any series of Preferred Stock expressly set forth in a Preferred Stock Designation adopted in compliance with this Amended and Restated Certification of Incorporation, any director or the entire Board may be removed from office at any time with or without cause and for any or no reason only with and immediately upon the Requisite Stockholder Consent. (F) Committees. Pursuant to the Bylaws of the Corporation, the Board may establish one or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law. (G) Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws. (H) Preferred Stock Directors. During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to and in accordance with the provisions of Article IV hereof or any Preferred Stock Designation, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total number of authorized directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided for or fixed pursuant to and in accordance with the provisions of Article IV hereof or any Preferred Stock Designation, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, all such additional directors elected by the holders of such stock, or elected or appointed to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors shall automatically cease to be qualified as directors, the terms of office of all such directors shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.
ARTICLE IX
ARTICLE IX
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot. The vote required for election of a director by the stockholders at a meeting of stockholders shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a nominee at a meeting of stockholders. In a contested election, (i) the directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of stock entitled to vote in such election, and (ii) stockholders shall not be permitted to vote against a nominee. An election shall be considered contested if, as of the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation, there are more nominees for election than directorships on the Board to be filled by election at the meeting.
ELECTION OF DIRECTORS
| 2024 Proxy Statement | B-12 |