DEF 14A of Spectral AI, Inc., Apr 16, 2026

DEF 14A of Spectral AI, Inc.

Filed Apr 16, 2026 · FY20250001213900-26-044635

Open on EDGAR

  1. Louis Percoco

    Louis Percoco Louis Percoco is a seasoned engineering leader with over 35 years of experience to the field of Research and Development and has served as Spectral AI’s General Manager since January 2023. Mr. Percoco has been with Spectral AI for 11 years holding various positions, including VP of Production and Systems Engineering and leading the Company’s Quality Assurance team. Before joining the Company, Mr. Percoco worked at Orthofix Inc. for 17 years, most recently serving as its Director of Electronics and Software Engineering. Prior to that he held numerous positions with Vanguard Instrument Corporation. Mr. Percoco has led R&D teams in a number of disciplines including cardiology and orthopedics. In the cardiology imaging sector, he has assisted in the development of cine angiogram projectors and both digital coronary and left-ventricle analyzers. In orthopedics, he has worked on the development of bone growth stimulators, software-guided limb deformity correction and limb lengthening devices.

  2. Allison Kumar

    Allison Kumar Allison Kumar has served as the Global Head of Regulatory and Clinical Affairs for Spectral AI since August 1, 2025. Allison has been working with Spectral AI since 2016 as an executive advisor to steer the Company’s complex clinical and regulatory roadmaps. With over 25 years of experience in the medical device industry, Ms. Kumar spent a decade at the Food and Drug Administration (“FDA”) Center for Devices and Radiological Health (CDRH), where she served as a Biomedical Engineer and lead reviewer for peripheral vascular devices from October 2006 to June 2011 and Senior Program Manager for CDRH’s emergency preparedness and medical countermeasures portfolios from June 2011 to September 2016. Her expertise is uniquely aligned with the Company’s mission to revolutionize wound care through AI-driven diagnostics, having led the review of novel combination products and advanced medical software systems at FDA and subsequently working with numerous companies to bring their innovations to market. Ms. Kumar’s leadership at the Company is informed by a robust background in high-performance team building and experience with inter-agency collaborations between FDA and the CDC, BARDA, and the Department of Defense. A recipient of the FDA Commissioner’s Special Citation and the Outstanding Service Award, she is a recognized thought leader who has authored publications on clinical trial design, traumatic injury and autonomous critical care. Ms. Kumar earned her B.S. in Biomedical Engineering from Virginia Tech, holds a Graduate Certificate in Biohazardous Threat Agents from Georgetown University, and is an alumna of the Harvard National Preparedness Leadership Institute.

  3. 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 five 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 29, 2026, to serve until the next Annual Meeting of Stockholders or 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.

  4. 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.

  5. Nominees for Director

    Nominees for Director The following table contains certain information about the nominees for director as of April 14, 2026, including their business experience, qualifications and other directorships. All of the directors’ present terms expire in 2026.

  6. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Dr. J. Michael DiMaio Age: 70 | 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 |

  7. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Richard Cotton Age: 65 | Richard Cotton has served as Non-Executive Director and Audit Committee Chair of AIM-listed Contract Research Organisation hVIVO since December 2025 and the Non-Executive Director of Sherwood Forest Hospitals NHS Foundation since February 2025. Mr. Cotton has a wealth of experience as Chair, 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 the Company, is SID and Audit Chair at AIM-listed topical oxygen wound therapy company AOTI, and is Audit Chair at AIM-listed Contract Research Organisation hVIVO. Additionally, Richard is a Financial Adviser at Novumgen, a privately owned Specialty Pharmaceuticals company, and a NED at Sherwood Forest Hospitals NHS Foundation Trust. His prior executive roles include highly successful tenures as CFO at FTSE150 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: 68 | Martin Mellish has served as 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 chairs 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, Alturki Holding, a Saudi Arabian industrial 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 Massachusetts General Brigham (MGB), 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: 52 | Deepak Sadagopan has served as Business Lead, Value Based Platform at Risant Health since March 2025, 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 |

  8. Nominees for Director

    | Name and Age | Business Experience During Past Five Years, Other Directorships and Qualifications | Director Since | | Marion Snyder Age: 53 | Marion Snyder has served as Zone Vice President, 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 |

  9. BOARD OF DIRECTORS AND COMMITTEES

    BOARD OF DIRECTORS AND COMMITTEES During the year ended December 31, 2025, our Board held seven 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 during the periods they served. The Board has standing Audit, Compensation, Nominating and Corporate Governance, Science and Technology and Executive Committees. During the year ended December 31, 2025, the Audit Committee held five meetings, the Compensation Committee held one meeting, the Nominating and Corporate Governance Committee held one meeting, the Science and Technology Committee held zero meetings and the Executive Committee held zero 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 2025 Annual Meeting of Stockholders. Leadership Structure. In 2025, Dr. J. Michael DiMaio served as our Chairman of the Board and Chairman of the Office of the Chairman. The Office of the Chairman consisted 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, Louis Percoco, the Company’s General Manager, and Jeremiah Sparks, the Company’s former Chief Commercialization Officer. On February 9, 2026, the Board dissolved the Office of the Chairman and appointed Vincent Capone as Chief Executive Officer. Dr. DiMaio continues to serve as the Chairman of the Board. Director Independence. The Board has reviewed the materiality of relationships between the directors and the Company and determined that Messrs. Cotton, Mellish and Sadagopan and Ms. Snyder are “independent directors” as defined in the Nasdaq Listing Rules, based on information known to the Company and on the annual questionnaire completed by each director. Risk Oversight. 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, the Compensation Committee is responsible for monitoring the Company’s compensation risk, the Executive Committee is responsible for monitoring the Company’s enterprise risk, the Science and Technology Committee is responsible for monitoring the Company’s technology, research and development risk, and the Nominating and Corporate Governance Committee is responsible for monitoring the Company’s governance 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 Listing Rules and SEC rules 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 Listing Rules. 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 Nasdaq Listing Rules and SEC rules governing the independence of directors. The Compensation Committee determines our general compensation policies and the compensation provided to our officers and 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 administers 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 Dr. J. Michael DiMaio (Chair), Richard Cotton 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 Nasdaq Listing Rules 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.

  10. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  11. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the compensation earned by each of our named executive officers for the fiscal year ended December 31, 2025.

  12. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | John Michael DiMaio(4) | 2025 | 200,000 | — | — | 207,500 | — | 407,500 | | Former Principal Executive Officer | 2024 | 67,500 | — | — | 28,350 | — | 95,850 | | Vincent Capone(5) | 2025 | 440,000 | 250,000 | 225,000 | 59,750 | 43,515 | 1,018,265 | | Chief Executive Officer and Former Chief Financial Officer and General Counsel | 2024 | 400,000 | 250,000 | 283,500 | — | 53,971 | 987,471 | | Stan Micek | 2025 | 360,000 | 108,000 | — | — | | 468,000 | | Chief Operating Officer | 2024 | 270,000 | — | — | — | — | 270,000 |

  13. 2025 Summary Compensation Table

    (1) The amounts shown in this column represent the payments of bonuses earned during fiscal year 2024. (2) The amounts reported in the Stock awards column reflect the aggregate grant date fair value of stock awards 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) The amounts shown in the Option Awards column represent the grant date fair value of option awards granted 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. (4) Dr. DiMaio served as the Company’s Principal Executive Officer as the Chairman of the Office of the Chairman until its dissolution on February 9, 2026. (5) For Mr. Capone in 2024, the amount 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 2025, the amount included in this column consists of $21,000 in matching contributions to Mr. Capone’s 401(K) plan and $22,515 for health benefits and other perquisites provided to him. (6) Mr. Capone served as the Company’s Chief Financial Officer and General Counsel until his appointment as the Company’s Chief Executive Officer on February 9, 2026.

  14. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year-End 2025

    | Name | Option Awards(1) | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Dr. J Michael DiMaio(2)(3) | 5/15/2024 | 5,292 | — | 1.67 | 5/15/2034 | | | 5/15/2024 | 20,352 | — | 1.67 | 5/15/2034 | | | 4/23/2025 | 74,999 | 175,001 | 1.25 | 4/23/2025 | | Vincent Capone(4)(5) | 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 | 12,027 | — | 4.48 | 4/13/2033 | | | 6/29/2023 | — | 6,466 | 5.54 | 6/1/2033 | | | 6/29/2023 | 12,932 | — | 5.54 | 6/1/2033 | | | 4/1/2025 | 20,833 | 54,167 | 1.20 | 4/1/2035 | | Stan Micek | — | — | — | — | — | | Louis Percoco(6) | 5/1/2019 | 11,639 | — | 1.03 | 4/30/2029 | | | 6/25/2020 | 34,918 | — | 2.17 | 6/25/2030 | | | 1/15/2021 | 8,729 | — | 2.17 | 1/15/2031 | | | 2/3/2022 | 2,425 | — | 4.95 | 2/3/2032 | | | 4/13/2023 | 4,849 | 2,425 | 4.48 | 4/13/2033 | | | 5/10/2024 | 2,500 | 5,000 | 1.71 | 5/10/2034 | | Allison Kumar(7) | 7/13/2023 | 3,233 | 1,617 | 5.67 | 7/13/2033 |

  16. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) Each of the options granted were issued at their then current fair market value. (2) Dr. DiMaio served as the Company’s Principal Executive Officer as the Chairman of the Office of the Chairman until its dissolution on February 9, 2026. (3) Dr. DiMaio was granted 250,000 stock options on April 23, 2025. 100,000 of the options awarded to Dr. DiMaio vest monthly over a 12-month period beginning on April 23, 2025. The remaining 150,000 stock options vest upon the achievement of certain milestones. As of December 31, 2025, Dr. DiMaio had 275,644 options outstanding. (4) Mr. Capone served as the Company’s Chief Financial Officer and General Counsel until his appointment as the Company’s Chief Executive Officer on February 9, 2026. As of December 31, 2025, Mr. Capone had 180,333 options outstanding. (5) Mr. Capone was granted 75,000 stock options on April 1, 2025. 33% of the options awarded to Mr. Capone vest monthly over a 12-month period beginning on April 1, 2025. The remainder vest pursuant to certain performance-based metrics. (6) As of December 31, 2025, Mr. Percoco had 72,485 options outstanding. (7) As of December 31, 225, Ms. Kumar had 4,850 options outstanding.

  17. Director Compensation in Fiscal Year 2025

    Director Compensation in Fiscal Year 2025 In 2025, we paid our non-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 for 2025.

  18. Director Compensation in Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Other Compensation ($) | Total ($) | | Dr. J. Michael DiMaio | —(2) | — | — | — | | Colin Bristow(3) | 50,625 | 16,358 | — | 66,983 | | Richard Cotton | 120,000 | 61,667 | — | 181,667 | | Martin Mellish | 120,000 | 61,667 | — | 181,667 | | Deepak Sadagopan | 67,500 | 61,544 | — | 129,054 | | Erich Spangenberg(4) | 15,000 | 240,333 | — | 255,333 | | Marion Snyder | 67,500 | 61,554 | — | 129,054 |

  19. Director Compensation in Fiscal Year 2025

    (1) The amounts reported in the Option Awards column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718. 800,000 stock options were issued to directors as part of deferred compensation from fiscal year 2024. As of December 31, 2025, Mr. Bristow had 8,272 options outstanding. As of December 31, 2025, Mr. Cotton had 133,596 options outstanding. As of December 31, 2025, Dr. DiMaio had 275,644 options outstanding. As of December 31, 2025, Mr. Mellish had 126,377 options outstanding. As of December 31, 2025, Mr. Sadagopan had 109,235 options outstanding. As of December 31, 2025, Mr. Spangenberg had 363,832 options outstanding. As of December 31, 2025, Ms. Snyder had 81,285 options outstanding. (2) Compensation paid to Dr. DiMaio for his service as a director is set forth in the Summary Compensation Table and reflected in the other tables presented above. As such, no amounts are reported in this column for Dr. DiMaio. (3) Mr. Bristow resigned from the Board effective as of January 5, 2026. (4) Mr. Spangenberg resigned from the Board effective as of May 28, 2025, in connection with the Company’s 2025 Annual Meeting.

  20. Executive Officer and Director Compensation Arrangements

    Executive Officer and Director Compensation Arrangements Employment Arrangements We previously entered into employment agreements (the “Executive Employment Agreements”) with each of Vincent Capone, Jeremiah Sparks and Louis Percoco, that govern certain terms and conditions of such executive officers’ employment with us. We have previously entered into consulting agreements with Stan Micek and Allison Kumar. The material terms of these agreements have been disclosed in Form 8-Ks previously filed by the Company. The Executive Employment Agreements provide for base salary, eligibility to receive an annual bonus and equity compensation, 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. The consulting agreements provide for base monthly compensation, eligibility to receive an annual bonus, termination of service, 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.