DEF 14A of Spectral AI, Inc., Apr 17, 2025

DEF 14A of Spectral AI, Inc.

Filed Apr 17, 2025 · FY20240001213900-25-032952

Open on EDGAR

  1. Common Stock

    * Less than one percent. (1) Unless otherwise noted, the business address of each of the following individuals is c/o Spectral AI, Inc., 2515 McKinney Avenue, Suite 1000, Dallas, Texas 75201. (2) Excludes Shares issuable pursuant to warrants issued in connection with the Rosecliff Initial Public Offering. (3) Includes 25,644 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. The business address for Dr. DiMaio is 4708 Alliance Blvd., Pavilion I, Suite 540, Plano, Texas 75093. (4) Colin Bristow is a current nominee to our Board. (5) Consists of 58,596 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (6) Consists of 41,518 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (7) Consists of 13,568 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (8) Includes 63,832 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. Includes 628,574 shares held by Erich Spangenberg and 4,158,557 owned by ELS 1960 Family, L.P. The business address of ELS 1960 Family, L.P. is 241 Navajo Street, Miami, Florida 33166. ELS 1960 Family, L.P. is a limited partnership that was established in 2017 for the benefit of Mr. Erich Spangenberg and his heirs. Mr. Spangenberg is currently the majority limited partner of ELS 1960 Family, L.P. and the co-managing partner of ELS 1960 Family GP, LLC which also holds an interest in ELS 1960 Family, L.P. (9) Includes 16,667 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (10) Includes 92,854 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (11) Mr. Carlson resigned as the Company’s Chief Executive Officer and as a director of the Company on October 14, 2024. (12) Includes 377,738 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof. (13) Includes 1,681,184 shares issuable upon exercise of stock options of the Company which are exercisable within 60 days of the date hereof.

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board of Directors (the “Board”) has fixed the number of directors at six for the coming year. The Board, upon recommendation from the Nominating and Corporate Governance Committee, has nominated the individuals listed below for election as directors at the Annual Meeting to be held on May 28, 2025, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Each nominee has consented to being named a nominee in this proxy statement and to serve, if elected, as a director. If any nominee is unable to serve, proxies will be voted for such other candidates as may be nominated by the Board.

  3. Required Vote

    Required Vote Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the meeting. Abstentions, broker non-votes, and votes withheld will not be treated as votes cast for this purpose and will not affect the outcome of the election. The Board of Directors recommends that you vote FOR the election of each of the nominees listed below.

  4. Nominees for Director

    Nominees for Director The following table contains certain information about the nominees for director as of April 17, 2025, including their business experience, qualifications and other directorships. All of the directors’ present terms expire in 2025.

  5. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Dr. J. Michael DiMaio Age: 69 | Dr. Michael DiMaio is the current Chairman of the Company’s Board of Directors. Dr. DiMaio is one of the Company’s founders and previously served as the Company’s Chief Executive Officer and Chairman of the Board of Directors from 2011 to 2020. He is the Chief of Staff and a practicing board-certified general, cardiac and thoracic surgeon at Baylor Scott & White-The Heart Hospitals. He has been elected or served as a member on many distinguished medical organizations including the American Surgical Association, Society of Thoracic Surgeons, American College of Surgeons, American Association of Thoracic Surgery, American Heart Association, American Burn Association, International Society of Heart and Lung Transplantation, American Society of Transplant Surgeons, and the Southern Thoracic Surgical Association. He has authored over 500 peer-reviewed publications and directs a research group that has produced over 1,500 publications in medical journals that include JAMA, New England Journal of Medicine, Lancet, Science, and Circulation. Dr. DiMaio has served as an editorial board member or reviewer for some the most prestigious medical journals in the world and has served as a grant reviewer for the National Institutes of Health (NIH), the American Heart Association, and the U.S. Department of Defense in an addition to serving on international medical guideline committees. Dr. DiMaio earned his medical degree from the University of Miami and completed his internal medicine, general surgery, and cardiothoracic surgery residencies at Duke University Medical Center. | 2/2024 | | Colin Bristow Age: 45 | Colin Bristow is currently a Managing Director at SIM IP, heading up the Life Science investment arm of the fund. Prior to joining SIM IP in August 2024, Colin spent the prior 15 years as a biopharmaceutical sell-side analyst at Morgan Stanley, Bank of America and UBS, and as a buy-side analyst at Citadel and Millennium. Before his investment banking career, Colin trained as a physician in the UK, completing three years of his surgical residency. He then transitioned to drug development, working on early-stage clinical trials. Colin received his medical degree from the University of Leeds and has an MBA from The Wharton School of the University of Pennsylvania. | New Nominee |

  6. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Richard Cotton Age: 64 | Richard Cotton has a wealth of experience as Chair, senior independent director (SID), Audit Chair, non-executive director (NED), advisory and senior financial roles in life sciences and other industrial sectors. His extensive experience covers product development, operations and supply chain, and commercial activities in varied international organizations. He has significant experience in the development and successful execution of strategy, corporate finance and M&A, capital markets and governance. Currently Richard is Audit Chair and Lead Independent Director at Nasdaq-listed AI predictive diagnostics company Spectral AI and is SID and Audit Committee Chair at AIM-listed topical oxygen wound therapy company AOTI. Additionally, Richard is Financial Adviser at Novumgen, a privately owned Specialty Pharmaceuticals company, and NED at Sherwood Forest Hospitals NHS Foundation Trust. His prior executive roles include highly successful tenures as CFO at FTSE250 animal health company Dechra Pharmaceuticals plc, and as CFO at medical device and drug formulation business Consort Medical plc. Fellow of the Chartered Institute of Management Accountants, Mr. Cotton holds a BA (Hons) in Business Studies from Kingston University. | 6/2021 | | Martin Mellish Age: 67 | Martin Mellish is chairman of Aspen Advisory Services Ltd. a London-based private office overseeing investments in North America, Europe, and Asia. Mr. Mellish serves as non-executive director and chair of the audit committees of: Nucana Ltd (NASD:NCNA) a development-stage biotechnology company, Pearl Diver Credit Company Inc (NYSE:PDCC) a closed-end registered investment company and Levitronix Technologies Inc., a technology company serving the semiconductor and life science industries, among other non-executive directorships. He is a member of the International Advisory Council of the Massachusetts General Hospital (MGH), Boston. He holds an M.Sc. from the Master of Health Care Delivery Science program at Dartmouth; an SM (Management) from the Massachusetts Institute of Technology and an M.Sc. (Accounting) from Northeastern University. | 6/2021 | | Deepak Sadagopan Age: 51 | Deepak Sadagopan currently serves as Business Lead, Value Based Platform at Risant Health, where he works closely with clinical leadership to expand adoption of the value-based platform. Prior to joining Risant Health, Mr. Sadagopan served for eight years as Chief Operating Officer of Population Health at Providence St. Joseph Health, where he led population health initiatives across the system to transform care. Mr. Sadagopan has more than 25 years of experience in health care, serving in leadership roles at Siemens PLM Solutions, Quest Diagnostics, McKesson, and Edifecs. Over the past eight years, he has focused on working closely with payers and providers on the use of technology to drive business decisions making the transition from volume to value-based delivery models. Mr. Sadagopan is a leading voice in ensuring value-based care and Health IT policy initiatives enable equitable access to health care. He serves on the board of directors for the Healthcare Financial Management Association. He serves on the faculty of the School of Public Health at the University of Washington as Clinical Assistant Professor, teaching MHA courses in Value-Based Care and economics. Mr. Sadagopan earned his master’s degree in healthcare delivery and economics from Dartmouth College. He also has a master’s degree in engineering, specializing in data science, from the University of Connecticut and has completed an executive management program with the MIT Sloan School of Management. | 9/2023 |

  7. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Marion Snyder Age: 52 | In her current position as Sr. Director Strategic Accounts at Shockwave Medical, Ms. Snyder spearheads the important development of corporate strategy related to its corporate and government accounts. Ms. Snyder is founder of Lakeview Healthcare Consulting, offering strategic guidance on the market access landscape in the US Healthcare market. During her nine-year tenure at MiMedx Group, Ms. Snyder held pivotal roles including Chief of Staff to the CEO, Senior Vice President of Government Affairs, and Senior Vice President of Market Access. In these roles, she oversaw key cross functional corporate projects including commercial go to market strategies, reimbursement, and employee engagement. Marion also played a key role in government affairs and patient advocacy. Her experience of over thirteen years at Pfizer, including roles as Director of Payer Marketing, Channel Account Manager and Government Account Manager, highlights her diverse skill set. She was instrumental in driving brand payer marketing, developing strategic business plans and fostering partnerships across various account types. Ms. Snyder earned a BS degree in Business Administration with a concentration in marketing from Delaware Valley University. Ms. Snyder is a member of the National Association of Corporate Directors (NACD). She also serves as a director on the board of the Palmetto Chapter of Folds of Honor and is also engaged in volunteer work with the Therapy Dogs Program at the Medical University of South Carolina. | 5/2024 |

  8. BOARD OF DIRECTORS AND COMMITTEES

    BOARD OF DIRECTORS AND COMMITTEES During the year ended December 31, 2024, our Board held eight meetings. Each of our directors attended at least 75% of the aggregate of the total number of meetings of our Board and the total number of our Board’s committee meetings for the committee(s) on which that director served. The Board has standing Audit, Compensation, Nominating and Corporate Governance, Science and Technology and Executive Committees. During the year ended December 31, 2024, the Audit Committee held five meetings, the Compensation Committee held two meetings, the Nominating and Corporate Governance Committee held one meeting and the Executive Committee held 13 meetings. We encourage, but do not require, our Board members to attend the Annual Meeting of Stockholders. Last year, all of our directors attended the Annual Meeting of Stockholders. Leadership Structure. Dr. J. Michael DiMaio currently serves as our Chairman of the Board and Chairman of the Office of the Chairman. The Office of the Chairman consists of the Company’s leadership team, including Vincent Capone, the Company’s Chief Financial Officer and General Counsel, Stan Micek, the Company’s Chief Operating Officer, Jeremiah Sparks, the Company’s Chief Commercial Officer, and Louis Percoco, the Company’s General Manager. Director Independence. The Board has determined that Messrs. Cotton, Mellish and Sadagopan and Ms. Snyder are “independent directors” as defined in the Nasdaq Stock Market listing standards, based on information known to the Company and on the annual questionnaire completed by each director. Risk Oversight. As part of its charter, the Board is responsible for monitoring the risks that affect the Company, including operational, legal, regulatory, strategic and reputational risks. As part of routine Board meetings, management presents the Board with updates regarding key facets of the Company’s operations. The Board is responsible for assessing risks based on their working knowledge of the Company and the risks inherent in its business. As discussed below, the Audit Committee is responsible for monitoring the Company’s financial risk. Audit Committee. The Audit Committee currently consists of Richard Cotton (Chair), Martin Mellish and Marion Snyder. Our Board of Directors has determined that each member of the Audit Committee satisfies the independence and financial literacy requirements as defined by applicable Nasdaq Stock Market listing standards governing the qualifications of Audit Committee members. Martin Mellish qualifies as an “audit committee financial expert” under the rules of the SEC and satisfies the financial sophistication requirements under applicable Nasdaq Stock Market listing qualifications. The Audit Committee assists our Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. The Board has delegated to the Audit Committee the responsibility of monitoring the Company’s financial risks. Any material financial risks identified by the Audit Committee are reported to the full Board. The Audit Committee operates under a written charter adopted by the Board. Compensation Committee. The Compensation Committee currently consists of Martin Mellish (Chair), Richard Cotton and Deepak Sadagopan, each of whom our Board has determined are independent directors under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Compensation Committee’s determines our general compensation policies and the compensation provided to our officers. The Compensation Committee also makes recommendations to our Board regarding director compensation. In addition, the Compensation Committee reviews and determines security-based compensation for our directors, officers, employees and consultants and will administer our equity incentive plans. Our Compensation Committee also oversees our corporate compensation programs. The Compensation Committee operates under a written charter adopted by the Board. Executive Committee. The Executive Committee currently consists of Erich Spangenberg (Chair), Richard Cotton, Dr. J. Michael DiMaio and Martin Mellish. The Executive Committee shall, during the intervals between meetings of the Board, have all delegable power and authority of the Board regarding the management of the business and affairs of the Company that are not separately delegated to other committees of the Board. In addition, the Executive Committee shall assist the Company in discussing and reviewing all manner of significant financial transactions and related opportunities prior to review and approval or denial by the Board. The Executive Committee operates under a written charter adopted by the Board. Science and Technology Committee. The Science and Technology Committee consists of Dr. J. Michael DiMaio (Chair), Deepak Sadagopan and Marion Snyder. The Science and Technology Committee is responsible for reviewing (i) matters relating to scientific capabilities and programs, (ii) management’s decisions regarding the allocation, deployment, utilization of, and investment in the Company’s scientific assets, and (iii) management’s decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs. The Science and Technology Committee operates under a written charter adopted by the Board. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee currently consists of Dr. J. Michael DiMaio (Chair) and Richard Cotton. Our Board has determined that Mr. Cotton is an independent director under the listing standards of the Nasdaq Stock Market governing the independence of directors. The Nominating and Corporate Governance Committee’s responsibilities include identifying individuals qualified to become Board members and recommending to the Board the director nominees for the next Annual Meeting of Stockholders, as well as candidates to fill vacancies on the Board. Additionally, the Nominating and Corporate Governance Committee recommends to the Board the directors to be appointed to Board committees. The Nominating and Corporate Governance Committee also developed and recommended to the Board a set of corporate governance guidelines and oversees the effectiveness of our corporate governance in accordance with those guidelines. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board. To assist in identifying director candidates in the future, the Nominating and Corporate Governance Committee may engage the services of third-party firms. The Nominating and Corporate Governance Committee also considers director candidates suggested by members of the Nominating and Corporate Governance Committee, other directors, management and stockholders. The process followed by the Nominating and Corporate Governance Committee to evaluate director candidates, includes evaluating biographical information and background materials relating to potential candidates and interviewing (with Board members) selected candidates. In considering whether to recommend any candidate for inclusion in the Board’s slate of director nominees, the Nominating and Corporate Governance Committee will evaluate the candidate against the standards and qualifications set out in the Company’s Corporate Governance Guidelines, including, among others:

  9. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  10. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation earned by each of our named executive officers for the fiscal year ended December 31, 2024.

  11. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Peter M. Carlson(4) | 2024 | $550,000 | $250,000 | $805,000 | — | $4,264 | $1,609,264 | | Former Chief Executive Officer | 2023 | — | — | — | — | — | — | | Wensheng Fan(5) | 2024 | $200,000 | — | — | — | $48,183 | $248,183 | | Former Chief Executive Officers | 2023 | $525,000 | $385,000 | — | $370,806 | $47,094 | $1,327,900 | | Vincent S. Capone | 2024 | $400,000 | $250,000 | $283,500 | — | $53,971 | $987,471 | | Chief Financial Officer and General Counsel | 2023 | $350,000 | $65,000 | — | $103,982 | $42,581 | $561,563 | | Jeffrey Thatcher | 2024 | $260,000 | $137,500 | — | $16,300 | $34,826 | $448,626 | | Chief Scientist | 2023 | $250,000 | — | — | — | $42,053 | $292,053 | | Louis Percoco | 2024 | $260,000 | $137,500 | — | $8,150 | $25,230 | $430,880 | | General Manager | 2023 | $250,000 | $30,000 | — | — | $20,794 | $300,794 | | Jeremiah Sparks(6) | 2024 | $295,000 | — | — | — | $30,257 | $325,257 | | Chief Commercialization Officer | 2023 | — | — | — | — | — | — | | Stan Micek(7) | 2024 | $270,000 | — | — | — | — | $270,000 | | Chief Operating Officer | 2023 | — | — | — | — | — | — |

  12. 2024 Summary Compensation Table

    (1) The amounts shown in this column represent the payments of bonuses earned during fiscal year 2023. (2) The amounts shown in this column represent the grant date fair values of option awards granted in 2024 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 718. See Note 12 to the consolidated financial statements for a discussion of the assumptions used in the calculation of these amounts. (3) For Mr. Carlson, in 2024, the amount included in this column consists of $4,264 for health benefits and other perquisites provided to him. For Mr. Fan, in 2024, the amount included in this column consists of $18,406 in matching contributions to Mr. Fan’s 401(K) plan and $29,777 for health benefits and other perquisites provided to him. For Mr. Fan in 2023, the amount in this column consists of $$17,893 in matching contributions to Mr. Fan’s 401(K) plan and $29,201 for health benefits and other perquisites provided to him. For Mr. Capone, in 2024, the amount included in this column consists of $30,500 in matching contributions to Mr. Capone’s 401(K) plan and $23,471 for health benefits and other perquisites provided to him. For Mr. Capone in 2023, the amount in this column consists of $20,275 in matching contributions to Mr. Capone’s 401(K) plan and $22,306 for health benefits and other perquisites provided to him. For Mr. Thatcher, in 2024, the amount included in this column consists of $15,375 in matching contributions to Mr. Thatcher’s 401(K) plan and $19,451 for health benefits and other perquisites provided to him. For Mr. Thatcher in 2023, the amount in this column consists of $14,052 in matching contributions to Mr. Thatcher’s 401(K) plan and $28,001 for health benefits and other perquisites provided to him. For Mr. Percoco in 2024, the amount in this column consists of $14,375 in matching contributions to Mr. Percoco’s 401(K) plan and $10,855 for health benefits and other perquisites provided to him. For Mr. Percoco in 2023, the amount in this column consists of $10,400 in matching contributions to Mr. Percoco’s 401(K) plan and $10,394 for health benefits and other perquisites provided to him. For Mr. Sparks in 2024, the amount in this column consists of $8,113 in matching contributions to Mr. Sparks’ 401(K) plan and $22,145 for health benefits and other perquisites provided to him. (4) Mr. Carlson resigned as our Chief Executive Officer effective October 14, 2024. (5) Mr. Fan resigned as our Chief Executive Officer effective February 29, 2024. (6) Mr. Sparks was hired as our Chief Commercial Officer effective April 1, 2024. (7) Mr. Micek was hired as our interim Chief Operating Officer effective April 8, 2024.

  13. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  14. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | Option Awards(1) | | | | | Restricted Stock Options | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying the Restricted Stock Options | | Peter Carlson(2) | — | — | — | — | — | — | | Wensheng Fan(3) | 5/1/2019 | 872,939 | — | 1.03 | 4/30/2029 | — | | | 6/25/2020 | 261,882 | — | 2.17 | 6/25/2030 | — | | | 6/25/2020 | 87,294 | — | 2.17 | 6/25/2030 | — | | | 1/15/2021 | 342,192 | — | 2.17 | 1/15/2031 | — | | | 10/8/2021 | 9,699 | — | 5.46 | 10/8/2031 | — | | | 2/3/2022 | 77,595 | — | 4.95 | 2/3/2032 | — | | | 4/13/2023 | — | 22,044 | 4.54 | 4/13/2033 | — | | | 4/13/2023 | 29,583 | 37,122 | 4.54 | 4/13/2033 | — | | Vincent Capone(4) | 5/6/2022 | 60,955 | — | 4.47 | 5/6/2032 | — | | | 5/6/2022 | 6,939 | — | 4.47 | 5/6/2032 | — | | | 4/13/2023 | — | 6,014 | 4.48 | 4/13/2033 | — | | | 4/13/2023 | 6,014 | 6,013 | 4.48 | 4/13/2033 | — | | | 6/29/2023 | — | 6,466 | 5.54 | 6/1/2033 | — | | | 6/29/2023 | 6,466 | 6,466 | 5.54 | 6/1/2033 | — | | | 2/29/2024 | — | — | — | — | 150,000 | | Stan Micek(5) | — | — | — | — | — | — | | Jeremiah Sparks(6)(7) | 4/1/2024 | — | 50,000 | 2.33 | 4/1/2034 | — | | | 10/14/2024 | — | 40,000 | 1.15 | 10/14/2034 | — |

  15. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) Each of the options granted were issued at their then current fair market value. (2) Mr. Carlson resigned as our Chief Executive Officer effective October 14, 2024. (3) Mr. Fan resigned as our Chief Executive Officer effective February 29, 2024. (4) The options awarded to Mr. Capone vest in three equal annual installments beginning on the grant date, subject to his continued provision of service to us on each vesting date. (5) Mr. Micek was appointed as Chief Operating Officer effective April 8, 2024. (6) Mr. Sparks was appointed as Chief Commercial Officer effective April 1, 2024. (7) The options awarded to Mr. Sparks vest in three equal annual installments beginning on the grant date, subject to his continued provision of service to us on each vesting date.

  16. Director Compensation in Fiscal Year 2024

    Director Compensation in Fiscal Year 2024 In 2024, we paid our non-executive and executive directors cash compensation for their contributions to the operations of the business. The following table provides the compensation amounts for each non-executive member of the Board of Directors for 2024.

  17. Director Compensation in Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Other Compensation ($) | Total ($) | | Dr. J. Michael DiMaio(1) | 67,500 | 28,350 | — | 95,850 | | Cynthia Cai(2) | 20,000 | — | — | 20,000 | | Richard Cotton | 90,000 | 64,781 | — | 154,781 | | Martin Mellish | 75,000 | 56,800 | — | 131,800 | | Deepak Sadagopan | 67,500 | 45,900 | — | 113,400 | | Erich Spangenberg(3) | 45,000 | 38,400 | — | 83,400 | | Marion Snyder(4) | 45,000 | 15,000 | — | 60,000 |

  18. Director Compensation in Fiscal Year 2024

    (1) Dr. DiMaio joined the Board on February 29, 2024. (2) Ms. Cai stepped down from the Board effective as of May 15, 2024, in connection with the Company’s 2024 Annual Meeting. (3) Mr. Spangenberg rejoined the Board to fill a vacancy on May 15, 2024. (4) Ms. Snyder joined the Board on May 15, 2024 in connection with the Company’s 2024 Annual Meeting.

  19. Executive Officer and Director Compensation Arrangements

    Executive Officer and Director Compensation Arrangements Employment Arrangements We entered into employment agreements (the “Executive Employment Agreements”) with each of Peter Carlson, Vincent Capone, Stan Micek and Jeremiah Sparks, that govern certain terms and conditions of such executive officers’ employment with us. The Executive Employment Agreements provide for base salary, eligibility to receive an annual bonus, eligibility to receive certain severance benefits upon involuntary terminations of employment, as well as customary confidentiality, assignment of intellectual property provisions, and certain restrictive covenants, including post-employment non-solicitation provisions. Non-Employee Director Compensation The Company’s Board expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. The Company has adopted a director compensation program that is designed to align compensation with its business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize and reward directors who contribute to the long-term success of the Company.