DEF 14A of Nextnav Inc., Mar 28, 2024

DEF 14A of Nextnav Inc.

Filed Mar 28, 2024 · FY20230001213900-24-027329

Open on EDGAR

  1. Snapshot of 2024 Director Nominees

    Snapshot of 2024 Director Nominees

  2. Snapshot of 2024 Director Nominees

    | | Currently, NextNav’s Former Chief Executive Officer, Gary Parsons, is the Chair of our Board | | 5 of our 6 Director Nominees are Independent | Following the Annual Meeting, it is Expected that NextNav’s Current Chief Executive Officer, Mariam Sorond, will be appointed Chair of our Board | | Our Director Nominees exhibit an effective mix of skills, experiences and perspectives, including: | | | Financial Capital Markets and M&A Expertise | Experience in Venture Capital Investing | | Extensive Public Company Directorship Experience | Oversight of Investments in Industry-Transforming Technology Companies | | Experience in the Telecommunications, Media and Technology (TMT) Industry | Terrestrial, Satellite-Based and Proximity-Based Location Systems Expertise |

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board currently consists of seven (7) members. The term of office of each of the current directors will end immediately before the election of directors at the Annual Meeting. The size of the Board will be reduced to six (6) as of the Annual Meeting. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Set forth below for each nominee for election at the Annual Meeting is a list of Board Committee memberships and a description of their business experience, qualifications, education and skills that led our Board to conclude that such individual should serve as a member of our Board. All of the nominees listed below, other than Mr. Marcus, are currently serving as our directors.

  4. BOARD OF DIRECTORS

    | Director/Nominee | Age | Position(s) | | Mariam Sorond | 51 | President and Chief Executive Officer and Director | | Bandel L. Carano | 62 | Director | | Alan B. Howe | 61 | Director | | Jonathan A. Marcus | 63 | Director Nominee | | John B. Muleta | 59 | Director | | Neil S. Subin | 59 | Director |

  5. BOARD OF DIRECTORS

    Mariam Sorond has served as a director and as our President and Chief Executive Officer since November 2023. Prior to her appointment as our President and Chief Executive Officer, Ms. Sorond served as Chief Technology Officer of the Service Provider and Edge Business Unit at VMware since March 28, 2022 where she helped to define technical strategy internally and externally as well as lead engagements with service provider partners to influence and promote vision, product and solution alignment and adoption towards the digital transformation. From September 2019 to December 2021, Ms. Sorond served as Chief Research and Development Officer at CableLabs, where she focused on technical thought leadership, vision and strategy for the future of converged connectivity of broadband cable and mobile networks within the cable industry. Prior to CableLabs, from April 2012 to September 2019, Ms. Sorond served as Chief Wireless Architect of DISH and as the wireless expert for the company’s entry into the wireless market. Earlier in her career, Ms. Sorond worked for vendors such as Lucent Technologies (now Nokia), and several operators including ICO Global Communications, Nextel, and PrimeCo, where she began as a radio frequency engineer. Ms. Sorond has served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee since 2014 and joined as a member of the Federal Communications Commission’s Technical Advisory Committee in 2022. Ms. Sorond has been awarded several patents, with others pending and is an author and frequent speaker and panelist at industry forums. Ms. Sorond was recommended to our Board by Gary Parsons, NextNav’s current Board Chair. Ms. Sorond’s experience leading transformational change across mobile, wireless, fixed and satellite networks for more than 28 years and her leadership positions within start-ups and Fortune 500 enterprises qualify her to serve on our Board. Current Board Committees: None Bandel L. Carano has served as a director since October 2021. Prior to this, Mr. Carano served as a director of former NextNav from September 2014 to October 2021. Mr. Carano joined Oak Investment Partners, a multi-stage venture capital firm, in 1985 and has been a General Partner of Oak Investment Partners since 1987. Mr. Carano has been a Managing Partner of Oak Investments Partners since 2010. From 1983 to 1985, Mr. Carano was a member of Morgan Stanley’s Venture Capital Group, where he was responsible for advising Morgan Stanley on high-tech new business development and sponsoring venture investments. As a venture capitalist, Mr. Carano has been involved with numerous technology companies in the telecommunications, wireless, rich media and semiconductor industries including 2Wire, Inc., Avici Systems, Qtera Corporation, Sentient Networks, Inc. and Wellfleet Communications, among others. Mr. Carano currently serves on the board of public company nLight, Inc. (Nasdaq: LASR).. Mr. Carano served on the board of Airspan Networks Holdings, Inc. (NYSE: MIMO) from 2006 to December 2023, NeoPhotonics Corp. (Nasdaq: NPTN) from 2003 to August 2022, and Kratos Defense & Security Solutions, Inc. (Nasdaq: KTOS) from 1998 to September 2019. Mr. Carano is also a director of the private company Centric Software. Mr. Carano has previously invested in and served on the board of several public companies including Tele Atlas BV (acquired by TomTom (OTCMKTS: TMOAY) in 2007), Synopsys, Inc. (Nasdaq: SNPS), FiberTower Corporation (acquired by AT&T (NYSE: T) in 2018), Virata, Inc. (acquired by Globespan Inc. in 2001) and Polycom, Inc. (acquired by Plantronics, Inc. (NYSE: PLT) in 2018). Mr. Carano serves on the Investment Advisory Board of the Stanford Engineering Venture Fund. Mr. Carano holds both a Master of Science and a Bachelor of Science in Electrical Engineering from Stanford University. Mr. Carano’s years of venture capital investing, his experience as a director of various public companies and his insights in building these businesses make him a valuable asset to our Board. Current Board Committees: Compensation and Human Capital Committee (Member); Nominating and Corporate Governance Committee (Chair) Alan B. Howe has served as a director since October 2021. Prior to this, Mr. Howe served as a director of Spartacus Acquisition Corporation (Nasdaq: TMTS), an entity party to the Business Combination (as defined below), from October 2020 until the closing of the Business Combination in October 2021. He has served as co-founder and Managing Partner of Broadband Initiatives, LLC, a telecommunications consulting firm, since 2001. Mr. Howe also served as vice president of strategic and wireless business development for Covad Communications, Inc. (formerly Nasdaq: COVD), a national broadband telecommunications company, from May 2005 to October 2008, and as Chief Financial Officer and vice president of corporate development for Teletrac, Inc., a mobile data and location solutions provider, from April 1995 to April 2011. Previously, Mr. Howe held various executive management positions for Sprint Corporation (NYSE: S) and Manufacturers Hanover Trust Company. Mr. Howe has over 30 years of extensive hands-on operational expertise combined with corporate finance, business development and corporate governance experience. Mr. Howe has a broad business background and has been exposed to a wide variety of complex business situations within large corporations, financial institutions, start-ups, small-caps and turnarounds. Mr. Howe is currently a member of the board of directors and serves on the audit committees of Babcock and Wilcox (NYSE: BW) and Sonim Technologies Inc. (Nasdaq: SONM). Previously, Mr. Howe served on the boards of over twenty public companies, including Resonant, Inc. (formerly Nasdaq: RESN), Data I/O Corporation (Nasdaq: DAIO), Determine, Inc. (OTCMKTS: DTRM), Urban Communications, Inc. (formerly TSX-V: UBN), MagicJack, Vocaltec Communications Inc. (formerly Nasdaq: Call), WidePoint Corporation (NYSE American: WYY), and CafePress Inc. (formerly Nasdaq: PRSS), and Orion Energy Systems, Inc. (Nasdaq: OESX). Mr. Howe holds a Bachelor of Science in Business Administration and Marketing from the University of Illinois, School of Commerce and a Master of Business Administration in Finance from the Indiana University, Kelley Graduate School of Business. Mr. Howe is well qualified to serve as a director on our Board due to his extensive financial capital markets and M&A experience, as well as his experience serving on the boards of directors of other public companies. Current Board Committees: Audit Committee (Chair); Nominating and Corporate Governance (Member) Jonathan A. Marcus serves as the Chairman of Alimco Financial Corp., a position he has held since May 2023. Prior thereto, Mr. Marcus was the Chief Executive Officer of Alimco Financial Corp. since March 2019. Prior to March 2019, Mr. Marcus was a managing member and co-founder of Broadbill Partners, L.P., a fund focused on special situations and distressed securities. Prior to Broadbill’s inception in 2011, Mr. Marcus was the Chief Investment Officer of Cypress Management, L.P., the predecessor fund to Broadbill, which he founded in 1995 to specialize in investing in distressed securities. Mr. Marcus’s career also includes extensive investment banking and financial advisory work at Prudential-Bache Securities and Credit Suisse First Boston, with a substantial focus advising financially troubled companies or their creditors. Since January 2018, Mr. Marcus has served as Special Advisor to Milfam LLC. Mr. Marcus currently serves on the boards of directors of Alimco Financial Corp, Anacomp, Inc. and Kaspien Holdings Inc. Mr. Marcus was recommended to our Board by Neil Subin, a NextNav director.

  6. BOARD OF DIRECTORS

    Mr. Marcus is well qualified to serve as a director on our Board due to his extensive financial capital markets and financial advisory experiences, as well as his experience serving on the boards of directors of other companies. Current Board Committees: Not Applicable John B. Muleta has served as a director since January 2024. Since October 2010, Mr. Muleta has served as the Chief Executive Officer of ATELUM LLC, a technology transfer firm specializing in mobile and Internet services. Since August 2014, Mr. Muleta has served as the Managing Member of SNR Wireless Management LLC. In December 2005, Mr. Muleta founded M2Z Networks, Inc., a wireless broadband internet provider, and served as its Chief Executive Officer and director until October 2010. From March 2005 to April 2006, Mr. Muleta was a partner and the co-chair of the Communications Group at Venable LLP, a law firm. From February 2003 until March 2005, Mr. Muleta served as the Chief of the Federal Communications Commission’s Wireless Telecommunications Bureau. From January 2000 to January 2001, Mr. Muleta served as Executive Vice President of Navisite, Inc. with responsibility for International Markets and Business Development. From January 1998 to January 2000, Mr. Muleta concurrently served as president of PSINet Ventures Inc., president of PSINet’s Global Facilities Division and president of PSINet’s India, Middle East and Africa Division. Mr. Muleta was recommended to our Board by our Chief Executive Officer, Mariam Sorond. Mr. Muleta is well qualified to serve as a director on our Board due to his unparalleled expertise and experience in dealing with wireless policy matters, particularly spectrum allocation matters and driving innovations in public safety communications. Moreover, Mr. Muleta’s long experience in helping emerging companies in the wireless and internet sectors achieve scale is of particular relevance to the Company. Current Board Committees: Audit Committee (Member) Neil S. Subin has served as a director since August 2022. Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family, a position he has held since January 2018. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin serves on other boards of directors, including those of Centrus Energy Corp. (NYSE: LEU), Alimco Financial Corp. and DynTek Inc. Mr. Subin has held numerous other board seats, including on the boards of directors of Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc. and Institutional Financial Markets, Inc. Mr. Subin is well qualified to serve as a director on our Board due to his financial competency as well as his expertise in crafting corporate strategy and executing on corporate action, especially within the telecommunications industry. Current Board Committees: Audit Committee (Member), Compensation and Human Capital Committee (Chair), Nominating and Corporate Governance Committee (Member).

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of seven (7) members. Pursuant to our Bylaws, a majority vote of our Board can increase or decrease the number of directors constituting the entire Board. Accordingly, the Board acted to reduce the size of the Board to six (6) as of the date of the Annual Meeting. Upon the recommendation of our Nominating Committee, our Board has nominated the following six (6) individuals to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: (i) Mariam Sorond, (ii) Bandel L. Carano, (iii) Alan B. Howe, (iv) Jonathan A. Marcus, (v) John B. Muleta and (vi) Neil S. Subin. All nominees are current directors on our Board, other than Jonathan A. Marcus, who was nominated to our Board by the Nominating Committee on March 12, 2024. Gary M. Parsons and Peter D. Aquino, current directors on our Board, will not be standing for re-election at the Annual Meeting, but each will continue to serve as a director until the expiration of his term at the Annual Meeting. Our Bylaws provide that each director shall hold office until the next annual meeting of stockholders and until their respective successor shall have been duly elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Listed above under the “Board of Directors” section of this Proxy Statement are the names and biographical information of the six (6) nominees for director. The persons designated as proxies in the proxy card intend to vote “FOR ALL” with respect to such nominees, unless a contrary instruction is indicated on the proxy card. If for any reason any nominee should become unavailable for election, the persons designated as proxies in the proxy card may vote the proxy for the election of another person nominated as a substitute by our Board, if any person is so nominated. The nominees are currently directors and have consented to be named and have agreed to serve, if elected. Our Board unanimously recommends that stockholders vote “FOR ALL” with respect to the election of Mariam Sorond, Bandel L. Carano, Alan B. Howe, Jonathan A. Marcus, John B. Muleta and Neil S. Subin to our Board as directors.

  8. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  9. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation paid to, awarded to, or earned by our Named Executive Officers for the fiscal years ended December 31, 2023 and 2022.

  10. Summary Compensation Table

    | Name and principal position(1) | Year | Salary | Bonus(2) | Non-Equity incentive plan compensation(3) | Stock awards(4) | Option awards(5) | All other compensation(6) | Total | | Mariam Sorond | 2023 | $50,000 | $— | $165,000 | $10,438,445 | $— | $— | $10,653,445 | | Chief Executive Officer, President & Director | 2022 | $— | $— | $— | $— | $— | $— | $— | | Ganesh Pattabiraman(7) | 2023 | $372,109 | $2,500 | $— | $643,367 | $547,410 | $397,933 | $1,963,319 | | Former Chief Executive Officer, President & Director | 2022 | $350,000 | $— | $— | $664,091 | $536,452 | $11,750 | $1,562,293 | | Christian Gates | 2023 | $286,000 | $1,000 | $— | $761,116 | $273,704 | $11,003 | $1,332,823 | | Executive Vice President and Chief Financial Officer | 2022 | $275,000 | $— | $— | $358,052 | $268,226 | $11,677 | $912,955 | | David Knutson | 2023 | $286,000 | $— | $102,388 | $347,693 | $273,704 | $10,963 | $1,020,748 | | Former Senior Vice President, Network Operations and Deployment | 2022 | $275,000 | $— | $— | $358,052 | $268,226 | $11,000 | $912,278 |

  11. Summary Compensation Table

    ____________ (1) Ms. Sorond was not a Named Executive Officer for the fiscal year ended December 31, 2022; accordingly, no compensation is reported for her for 2022. (2) Amounts reported in the “Bonus” column represent (i) a bonus for Mr. Pattabiraman for the issuance of a patent for which he was an inventor and (ii) a bonus for Mr. Gates for the issuance of a patent for which he was an inventor. (3) Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent annual performance-based bonus amounts with respect to 2023 performance that were pad in cash to Mr. Knutson and Ms. Sorond. See — “Annual Performance-Based Bonus” below. (4) Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 (“FASB 718”), of the Restricted Stock Units granted to our Named Executive Officers under our Omnibus Plan (as defined below). For Ms. Sorond, the amount reported in the “Stock Award” column also includes the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718 (“FASB 718”), of the Performance Stock Units granted to her under our Omnibus Plan. (5) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB 718, of the Options granted to our Named Executive Officers under our Omnibus Plan. The Options are categorized as non-qualified stock options under the Omnibus Plan. (6) Amounts reported in the “All Other Compensation” column for each of our Named Executive Officers (other than Ms. Sorond) represent the amount of safe harbor employer matching contributions under our 401(k) plan. See — “401(k) Plan” below. For Mr. Pattabiraman, “All Other Compensation” for 2023 also includes (i) a severance payment in the amount of $364,000 and (ii) fees earned as a consultant subsequent to his resignation as our Chief Executive Officer and President in the amount of $20,833. See — “Prior Employment Agreement and Current Consulting Agreement with Ganesh Pattabiraman” below. (7) Mr. Pattabiraman was also a member of our Board prior to his resignation as Chief Executive Officer and President on November 29, 2023, but did not receive any additional compensation in his capacity as a director.

  12. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding all equity awards outstanding as of December 31, 2023 for each of our Named Executive Officers:

  13. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | 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 ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | 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 ($) | | Mariam Sorond | — | — | — | — | — | | | 1,500,000(1) | 6,675,000 | | | | | | | | | | 1,000,000(8) | 4,450,000 | | Christian D. Gates | 10,902(5) | | | 0.28 | 10/20/2030 | | | | | | | 69,672 | 18,335(6) | | 0.28 | 10/20/2030 | | | | | | | 33915 | 43,607(4) | | 7.69 | 1/26/2032 | | | | | | | | 233,935(7) | | 2.96 | 3/14/2033 | | | | | | | | | | | | | | 50,400(3) | 224,280 | | | | | | | | | | 25,043(2) | 111,441 | | | | | | | | | | 139,276(9) | 619,778 | | David Knutson | 80,573 | 17,618(6) | | 0.28 | 10/20/2030 | | | | | | | 33,915 | 43,607(4) | | 7.69 | 1/26/2032 | | | | | | | | 233,935(7) | | 2.96 | 3/14/2033 | | | 48,396(3) | 215,362 | | | | | | | | | | 25,043(2) | 111,441 | | | | | | | | | | 139,276(9) | 619,778 | | Ganesh Pattabiraman | 106,592 | 48,452(10) | | 7.69 | 1/26/2032 | | | | | | | 204,694 | 263,178(11) | | 2.96 | 3/14/2033 | | | | | | | | | | | | | | 27,826(12) | 123,826 | | | | | | | | | | 156,686(13) | 697,253 |

  14. Outstanding Equity Awards at Fiscal Year-End

    ____________ (1) Subject to Ms. Sorond’s continued service through each of the applicable vesting dates, the Restricted Stock Units will vest over a three-year period, with 1/3 of the Restricted Stock Units vesting on November 29, 2024 and the remaining 2/3 of the Restricted Stock Units vesting over the subsequent two-year period in equal quarterly installments. (2) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on January 27, 2023, 1/16 of the Restricted Stock Units vested on April 27, 2023, and the balance of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. (3) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 40% of the Restricted Stock Units vested on October 29, 2022, 20% of the Restricted Stock Units vested on April 29, 2023, and the balance of the Restricted Stock Units shall vest at the end of each consecutive six-month period thereafter. (4) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Options vested on January 27, 2023, 1/16 of the Options vested on April 27, 2023, and 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. (5) These options were originally granted on October 21, 2020 as fully vested and exercisable options to purchase common units of NextNav Holdings, LLC and were automatically converted into fully vested and exercisable options to purchase shares of our common stock upon the closing of the Business Combination. (6) These options were originally granted on October 21, 2020 as options to purchase common units of NextNav Holdings, LLC and were automatically converted into options to purchase shares of our common stock upon closing of the Business Combination. The options vest in equal monthly instalments over 34 months, beginning in January 2022, subject to the Named Executive Officer’s continued service with the Company on the applicable vesting date. (7) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Options shall vest on the one-year anniversary of March 15, 2024, and 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. (8) Subject to Ms. Sorond’s continued service through the vesting date, 100% of the Performance-Based Restricted Stock Units will vest in full upon achievement of certain regulatory milestones, to be approved by the Compensation Committee. The performance period is 4 years beginning from November 29, 2023. (9) Subject to the Named Executive Officer’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units shall vest on the one-year anniversary of March 15, 2024, and 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. (10) Subject to Mr. Pattabiraman’s continued service through each of the applicable vesting dates, 1/4 of the Options vested on January 27, 2023, 1/16 of the Options vested on April 27, 2023, and 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. On November 29, 2023, in connection with the Consulting Agreement, the vesting terms were modified. 38,761 of the Options vested on November 29, 2023 and 9,690 of the Options vested on January 27, 2024. 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. (11) Subject to Mr. Pattabiraman’s continued service through each of the applicable vesting dates, 1/4 of the Options shall vest on the one-year anniversary of March 15, 2024, and 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. On November 29, 2023, in connection with the Consulting Agreement, the vesting terms were modified. 175,452 of the Options vested on November 29, 2023 and 29,242 of the Options vested on December 15, 2023. 1/16 of the Options shall vest at the end of each consecutive three-month period thereafter. (12) Subject to Mr. Pattabiraman’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units vested on January 27, 2023, 1/16 of the Restricted Stock Units vested on April 27, 2023, and the balance of each 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. On November 29, 2023, in connection with the Consulting Agreement, the vesting terms were modified. 22,260 of the Restricted Stock Units vested on November 29, 2023 and 5,565 vested on January 27, 2024. 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. (13) Subject to Mr. Pattabiraman’s continued service through each of the applicable vesting dates, 1/4 of the Restricted Stock Units shall vest on the one-year anniversary of March 15, 2024, and 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter. On November 29, 2023, in connection with the Consulting Agreement, the vesting terms were modified. 104,457 of the Restricted Stock Units vested on November 29, 2023 and 17,409 of the Restricted Stock Units vested on December 15, 2023. 1/16 of the Restricted Stock Units shall vest at the end of each consecutive three-month period thereafter.

  15. Compensation of Directors

    Compensation of Directors Compensation for Service Our non-employee directors are compensated for their services on our Board as follows (amounts are prorated for directors who did not hold a position for an entire year): Annual Board Member Service Retainer: • All Non-Employee Directors: $45,000 Annual Committee Member Service Retainer (per committee): • Members of each committee: $5,000 Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer): • Chair of the Audit Committee: $20,000 • Chair of the Compensation Committee: $10,000 • Chair of the Nominating Committee: $10,000 Chair of the Board Service Retainer (in lieu of Annual Board Member Service Retainer and Annual Committee Member Service Retainer): • Chair of the Board: $250,000 Previously, directors who accept compensation received half of their retainer in cash and the other half in restricted shares, which vest immediately. Beginning in the second quarter of 2023, directors who accept compensation now receive their full compensation in restricted shares, which vest immediately. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service. Annual Equity Grant On May 24, 2023, each of the non-employee directors (other than Mr. Muleta, who was not yet a member of our Board) received an annual grant of restricted shares with a grant date value of $148,748, which will vest on May 1, 2024, subject to the non-employee director’s continuous service through the vesting date. Mr. Pattabiraman did not receive an award of restricted stock for his service as a director, as he was not a non-employee director. 2023 Director Compensation The following table sets forth, for the fiscal year ended December 31, 2023, the cash and non-cash compensation paid for services rendered by our non-employee directors who served for all or a portion of the year. Mr. Muleta was appointed to our Board on January 19, 2024; accordingly, he is not in the following table.

  16. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total compensation ($) | | Gary M. Parsons | 31,250 | 371,847 | 403,097 | | Peter D. Aquino | 6,875 | 197,825 | 204,700 | | Bandel Carano | 7,500 | 202,288 | 209,788 | | Neil Subin | 6,250 | 203,004 | 209,254 | | Alan B. Howe | 8,750 | 211,213 | 219,963 |

  17. Compensation of Directors

    (1) This column represents the aggregate grant date fair value of restricted stock awarded to each director in 2023, computed in accordance with FASB 718.