DEF 14A of CuriosityStream Inc.
Filed Apr 25, 2024 · FY20230001628280-24-017980
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS There are currently eight (8) directors on our Board, classified into three classes, with three directors in Class I, two directors in Class II and three directors in Class III, as set forth in the table below.
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
| Class I Term Expiring in 2024 | Class II Term Expiring in 2025 | Class III Term Expiring in 2026 | | Andrew Hendricks | John Hendricks | Matthew Blank | | Patrick Keeley | Clint Stinchcomb | Jonathan Huberman | | Elizabeth Saravia | | Mike Nikzad |
PROPOSAL NO. 1 - ELECTION OF CLASS I DIRECTORS
The terms of office of the Class I directors, Andrew Hendricks, Patrick Keeley and Elizabeth Saravia, will expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has approved the nomination of the Class I directors, Andrew Hendricks, Patrick Keeley and Elizabeth Saravia, for election at the Annual Meeting, each to serve for a term of three years expiring at our 2027 annual meeting of stockholders (or until such time as their respective successors are elected and qualified). Each nominee is currently a director of the Company and has consented to serve as a director, if elected. In the event of death or disqualification of any nominee or the refusal or inability of any nominee to serve as a director, proxies cast for that nominee may be voted with discretionary authority for a substitute or substitutes as shall be designated by the Board.
Nominees For Election at the Annual Meeting
Nominees For Election at the Annual Meeting Information regarding our director nominees, including their qualifications and principal occupations, as well as the key experience and qualifications that led the Board to conclude each nominee should serve as a director, is provided below. Andrew Hendricks serves as a member of our Board and has held such position since January 2021. Mr. Hendricks is currently Vice President of Hendricks Investment Holdings LLC (HIH) and is responsible for exploring venture investments in advanced media, digital technologies, and hospitality. Mr. Hendricks is also President and CEO of Experius VR, a company he founded in 2015 to develop virtual and augmented reality media experiences. Through his leadership of Experius VR, Mr. Hendricks pioneered the use of 360-video for television commercial development in 2016 for several brands in a variety of industries. With Mr. Hendricks’s guidance, Experius VR became a leader in hyper-realism and photogrammetric environments leading to the company’s advancements in Volumetric Video and Spacial Interactivity, leading to production of the highly-rated “Nefertari’s Tomb: Journey to Eternity” and “Tutankhamun: Enter the Tomb” experiences. “Tutankhamun: Enter the Tomb” premiered at the Saatchi Gallery in London as part of the King Tutankhamun Exhibit and subsequently won the Advanced Imaging Society’s Lumiere Award for Best VR Education/Museum Experience. Mr. Hendricks is also a partial owner of Experious I LLC, and the founder of Driven Experiences, a high-performance off-road driving school that works with automotive manufacturers providing advanced vehicle training, recovery, and safety. Mr. Hendricks attended the University of North Carolina, Chapel Hill. Mr. Hendricks has extensive entrepreneurial experience in advanced media, including 360-video, augmented reality and immersive VR. For these reasons, we believe Mr. Hendricks is qualified to serve on our Board. Patrick Keeley serves as a member of our Board and has held such position since November 2018. Since May 2008, Mr. Keeley has been the Senior Managing Director of Investment Banking at Stifel, Nicolaus & Company, Incorporated (“Stifel”), and since January 2017, Mr. Keeley has also served as Vice Chairman - Investment Banking of Stifel. Mr. Keeley served as the Co-Head of Investment Banking at Stifel from May 2008 to January 2017. Prior to joining Stifel, Mr. Keeley held various positions at Friedman, Billings & Ramsey, including Managing Director, Co-Head of Investment Banking and Executive Vice President. Prior to joining Friedman, Billings & Ramsey, Mr. Keeley was a partner at the law firm Fulbright & Jaworski, where Mr. Keeley worked from 1977 to 1997. Mr. Keeley holds a Bachelor of Arts degree in Business Administration from Georgetown University and a Juris Doctor degree from Fordham University. Mr. Keeley was originally appointed to our Board pursuant to an agreement between us and Stifel. Mr. Keeley has extensive insight, experience and expertise in finance. For this reason, we believe Mr. Keeley is qualified to serve on our Board. Elizabeth Saravia (formerly known as Elizabeth Hendricks) serves as a member of our Board and has held such position since October 2018. Prior to serving on our Board, Ms. Saravia served as President of Curiosity Studios, the in-house production function of the Company, from June 2018 to October 2018. Prior to serving as the President of Curiosity Studios, Ms. Saravia served as the company’s President and Chief Executive Officer from August 2013 to June 2018 and served as Vice President of Hendricks Investment Holdings, LLC from December 2012 to August 2013. Ms. Saravia currently serves as the president of Hendricks Factual Media. Since 2006, Ms. Saravia has served as Trustee of the John and Maureen Hendricks Charitable Foundation, a non-profit organization that has contributed over $35 million to a wide variety of causes, from basic social services to science research. Ms. Saravia holds a Bachelor of Arts degree in History from Princeton University. As the executive responsible for taking Legacy CuriosityStream from incubation to launch, we believe Ms. Saravia is qualified to serve on our Board.
Directors and Executive Officers
Directors and Executive Officers Our current directors and management are listed below. Also set forth below are the biographies for all our current directors and executive officers other than the director nominees, which are set forth above.
Directors and Executive Officers
| Name | Age(1) | Position | | John Hendricks | 72 | Chairman of the Board | | Clint Stinchcomb | 58 | President and Chief Executive Officer, Director | | Peter Westley | 60 | Chief Financial Officer and Treasurer | | Tia Cudahy | 60 | Chief Operating Officer, General Counsel and Secretary | | Matthew Blank | 73 | Director | | Andrew Hendricks(2) | 39 | Director | | Jonathan Huberman | 58 | Director | | Patrick Keeley | 75 | Director | | Mike Nikzad | 60 | Director | | Elizabeth Saravia(2) | 41 | Director |
Directors and Executive Officers
| (1) Ages are as of March 31, 2024. |
Directors and Executive Officers
| (2) John Hendricks, the chairman of our Board, is the father of Andrew Hendricks and Elizabeth Saravia, two of our directors. Other than as discussed above, there are no family relationships between or among any of our directors or executive officers. |
Directors and Executive Officers
John Hendricks is the founder of Legacy CuriosityStream, served as the manager of Legacy CuriosityStream’s predecessor, CuriosityStream LLC, and has served as the Chairman of the board of directors of Legacy CuriosityStream since September 2018 and as Legacy CuriosityStream’s Chief Editorial Officer since October 2018. Prior to serving as the Chairman of the Board, Mr. Hendricks served as the chairman of Discovery Communications, the global media parent company of Discovery Channel, Animal Planet, TLC and Science, among many other television networks and ancillary businesses and brands, from inception to May 2014. Mr. Hendricks launched Discovery Channel in 1985 as the first cable network in the United States designed to provide high-quality documentary programming enabling people to explore their world and satisfy their curiosity. Mr. Hendricks holds a Bachelor of Arts degree in History and an Honorary Doctorate from the University of Alabama, Huntsville. Mr. Hendricks has considerable knowledge of our industry and key industry relationships, along with access to capital and esteemed content creators and distributors. For these reasons, we believe Mr. Hendricks is qualified to serve on our Board. Clint Stinchcomb is the President and Chief Executive Officer of the Company and has served in this role since June 2018. Mr. Stinchcomb also serves as a member of our Board and has held such position since October 2018. Prior to serving as the President and Chief Executive Officer, Mr. Stinchcomb served as Legacy CuriosityStream’s Chief Distribution Officer from May 2017 to June 2018, and as the Chief Executive Officer and co-founder of Poker Central from March 2014 to October 2016. Mr. Stinchcomb has also served as the Founder and Managing Partner of Worldwide Media Group since September 2009. Prior to February 2009, Mr. Stinchcomb served as the Executive Vice President and General Manager of Discovery Communications’ Emerging Television Networks and as the Senior Vice President of Discovery’s New Media Operations and HDTV. Mr. Stinchcomb holds a Bachelor of Arts degree in History from Dartmouth College. Mr. Stinchcomb has over 25 years of traditional and digital media experience and has played a critical role in the launches and successful growth of several television networks, content franchises and enthusiast brands. For these reasons, we believe Mr. Stinchcomb is qualified to serve on our Board. Peter Westley has served as the Company’s Chief Financial Officer since May 2022. Prior to joining the Company, Mr. Westley was employed as Partner and Managing Partner at the investment firm, Blum Capital Partners, L.P., from July 2012 until March 2022. Blum Capital is not a parent, subsidiary or Affiliate of the Company. Mr. Westley was a board member of Avid Technology, Inc. from January 2016 until November 2023 and served as Board Chair from May 2018 until May 2022. Avid Technology is not a parent, subsidiary, or Affiliate of the Company. Mr. Westley holds a Bachelor of Arts degree in Government from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business. Tia Cudahy is the Chief Operating Officer, General Counsel and Secretary of the Company and has served as the Chief Operating Officer of Legacy CuriosityStream from October 2013 through January 2016 and again since June 2018 to the present, and as the General Counsel from inception through May 2015 and again since May 2017 to the present. Ms. Cudahy worked previously for National Public Radio and as a Deputy General Counsel for Discovery Communications. Ms. Cudahy served as the Chief Strategy Officer from January 2016 to June 2018, and as Executive Vice President from inception to October 2013. Previously, Ms. Cudahy sat on the Board of Directors of ISCA Inc, an agricultural biotech company focused on environmentally friendly methods of pest control, and she also sits on the Board of Directors of the Patrick & Anna M. Cudahy Fund, a not-for-profit foundation. Ms. Cudahy holds a Bachelor of Arts degree from Amherst College and a Juris Doctor degree from The University of Chicago Law School. Matthew Blank serves as a member of our Board and has held such position since August 2020. He currently serves, since December 2022 through present, as a Senior Advisor at Raine Group, where he previously served as a Senior Advisor from September 2021 through September 2022. Mr. Blank served as Interim CEO of AMC Networks from September 2021 through September 2022. He also recently served, from January 1, 2018, to December 31, 2018, as an advisor to Showtime Networks Inc. (“Showtime”), a subsidiary of CBS Corporation (NYSE: CBS). Prior to that, in 2016 and 2017, he served as Chairman of Showtime, and from 1995 through 2015, he served as Chief Executive Officer of Showtime. From 1993 to 1995 he was President and Chief Operating Officer of Showtime and from 1988 to 1992 he served as Executive Vice President of Marketing, Creative Services, and Public Affairs. Prior to his service at Showtime, Mr. Blank served for over 12 years in various roles at Home Box Office, Inc., a premium television network, leaving HBO as its Senior Vice President of Consumer Marketing. Mr. Blank served on the board of directors of Geeknet, Inc. from 2010 to 2015. Mr. Blank served on the board of the National Cable Television Association from 1994 to 2017 and as a member of the board of directors of Madison Square Garden Entertainment Corp. (NYSE: MSGE) from November 2019 to September 2021. He also served as a member of the board of directors of the Cable Center until December 2022. Since October 2022, Mr. Blank has served as a member of the board of directors of AMC Networks and also currently serves as a member of the board of directors of Cumulus Media Inc. (NASDAQ: CMLS), The Harlem Children’s Zone, The Manhattan Theater Club, and The Creative Coalition. Mr. Blank has extensive corporate management experience in the media industry, as evidenced by his senior management positions at Showtime and HBO, which enables him to offer management and operational insight into a number of functional areas critical to the Company and allows him to bring a unique perspective to his service on our Board. For these reasons, we believe Mr. Blank is qualified to serve on our Board. Jonathan Huberman serves as a member of our Board and has held such position since October 2020. He is one of two Sponsor Directors (defined below) serving the Board pursuant to the Investor Rights Agreement (defined below). Mr. Huberman served as SAQN’s Chairman, Chief Executive Officer and Chief Financial Officer from its inception until October 2020. He has over 25 years of high-tech business leadership experience. From 2017 to 2019 Mr. Huberman was Chief Executive Officer of Ooyala Global Inc. (“Ooyala”), a provider of media workflow automation, delivery and monetization solutions, which he and Mike Nikzad, SAQN’s Vice President of Acquisitions and a director of SAQN from November 2019 until October 2020, acquired from Telstra in 2018. Together with Mr. Nikzad, Mr. Huberman turned around an underperforming company and sold Ooyala’s three core business units to Invidi Technologies, Brightcove (NASDAQ: BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which he sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, from 2013 to 2015, Mr. Huberman was the Chief Executive
Directors and Executive Officers
Officer of Tiburon, an enterprise software company serving the public safety sector which he sold to Tritech Systems, and before that he was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. After Iomega was acquired by EMC Corporation in 2008, Mr. Huberman served as President of the Consumer and Small Business Division of EMC. In addition to his experience leading turnarounds and exits at five technology companies, Mr. Huberman spent nine years as an investor for the Bass Family interests where he led investments in private and public companies. He also had senior roles leading the operations of the technology investments of the Gores Group and Skyview Capital. In the last five years he has served and continues to serve as a director of Aculon, Inc., a privately held provider of easy-to-apply nanotech surface-modification technologies, as well as Venture Corporation Limited (SGX: V03), a high-tech design and manufacture firm based in Singapore, and Otonomo Inc., a global vehicle data platform based in Israel. He has also served as CEO of Nogin since August 2022. Mr. Huberman holds a Bachelor of Arts in Computer Science from Princeton University and an MBA from The Wharton School at the University of Pennsylvania. Mr. Huberman has extensive operational, management and investment experience in the software and technology industries. For these reasons, we believe Mr. Huberman is qualified to serve on our Board. Mike Nikzad serves as a member of our Board and has held such position since October 2020. He is one of two Sponsor Directors serving the Board pursuant to the Investor Rights Agreement. Mr. Nikzad served as SAQN’s Vice President of Acquisitions since inception and as one of SAQN’s directors from its inception until October 2020. He has since held the same role with Software Acquisition Group II, a special purpose acquisition company which merged with Otonomo (NASDAQ: OTMO) in October of 2021. He held the same roles with Software Acquisition Group III which merged with Nogin in August 2022. He has over two decades of business leadership experience in software, technology and consumer electronics companies, where he has worked on numerous corporate turnarounds and exits. Mr. Nikzad was President and Chief Operating Officer at Ooyala, a media workflow automation, AdTech and online video delivery technology company, from 2017 until its sale in 2019. Prior to Ooyala, in the last five years Mr. Nikzad has held C-suite positions and led company operations at Syncplicity, a SaaS enterprise data management company and NewNet Communication Technologies, a leading telecommunications and secure payment solutions, as well as serving as an Operating Partner at SilverStream Capital. Prior to this, he also held management and executive positions in EMC Corp’s (NYSE: EMC) Consumer and Small Business division and at Iomega Corporation, a consumer and distributed enterprise storage solutions provider. Mr. Nikzad has a Bachelor of Science degree in Mechanical Engineering from Utah State University and has completed the Stanford GSB Strategic Marketing Management Program. Mr. Nikzad has extensive operational and management experience in the software and telecommunications industries. For these reasons, we believe Mr. Nikzad is qualified to serve on our Board.
Consideration and Determination of Executive and Director Compensation
Consideration and Determination of Executive and Director Compensation Our Compensation Committee’s responsibilities include, among other things, establishing our general compensation philosophy (and, in consultation with senior management, overseeing the development and implementation of our compensation programs), reviewing and approving annually the corporate goals and objectives applicable to the compensation of our Chief Executive Officer, reviewing and approving or making recommendations to the Board regarding the compensation of all other executive officers, and reviewing all director compensation and benefits for service on the Board and Board committees, as well as recommending any changes to the Board as necessary. To assist with the execution of its duties and responsibilities, the Compensation Committee has the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant, as necessary. From time to time, we retain Willis Towers Watson, a leading global advisory firm, as our compensation consultant to review and advise with respect to the compensation structure of the Company and executive compensation matters. We also retain external legal counsel for employment and compensation matters. Willis Towers Watson has provided the Compensation Committee with market information that the Compensation Committee used when determining whether our executive and director compensation is competitive, commensurate, and consistent with market trends for comparable companies. The Compensation Committee is not required to implement, or act consistently with, the advice or recommendations of its compensation consultant or external counsel. Our Compensation Committee considered, among other things, the factors enumerated by the SEC and NASDAQ for evaluating whether Willis Towers Watson and our external legal counsel were independent and concluded that both were independent and that no conflict of interest existed.
Summary Compensation Table
Summary Compensation Table The following summary compensation table covers the compensation for the Company’s named executive officers for the fiscal years ended December 31, 2022, and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Nonequity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Clint Stinchcomb, President and Chief Executive Officer | 2023 | 619,500 | — | 1,106,684 | — | 108,446 | 13,200 | 1,847,830 | | | 2022 | 619,500 | — | — | — | 309,750 | 12,200 | 941,450 | | Tia Cudahy, Chief Operating Officer, General Counsel and Secretary | 2023 | 310,000 | — | 186,106 | — | 25,575 | 13,300 | 534,981 | | | 2022 | 310,000 | — | 134,943 | 314,999 | 77,500 | 12,350 | 849,792 | | Peter Westley, Chief Financial Officer(1) | 2023 | 310,000 | — | 182,643 | — | 90,000 | 84,170 | 666,813 | | | 2022 | 188,368 | — | 466,999 | 304,999 | 90,000 | 21,879 | 1,072,245 |
Summary Compensation Table
| (1) Peter Westley was hired by the Company and appointed Chief Financial Officer of the Company effective May 21, 2022. |
Summary Compensation Table
| (2) The amounts reported in this column were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Stock Compensation. For more information concerning the assumptions used, see Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in our 2023 Annual Report. The fair value of restricted stock is determined based on the closing price of Common Stock on the grant date. The disclosures in this column reflect the grant date fair value of the restricted stock units granted on July 28, 2023, pursuant to the Option Cancellation and Exchange, as described further in the Equity Grants to Executive Officers – Option Cancellation and Exchange section and as approved at the Company’s 2023 annual meeting of stockholders. |
Summary Compensation Table
| (3) The amounts reported in this column represent the grant-date fair value of option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Stock Compensation. For more information concerning the assumptions used, see Note 9 to our consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” in our 2022 Annual Report. The fair value of stock options is determined using a Black-Scholes pricing model on the grant date. |
Summary Compensation Table
| (4) The amounts reported in this column represent the bonus paid to named executive officers for the year indicated, which is tied to the achievement of certain performance measures of the Company. |
Summary Compensation Table
| (5) In 2023, includes: company contributions to the CuriosityStream 401(k) plan equal to $13,200 for Mr. Stinchcomb, $12,400 for Ms. Cudahy and $11,367 for Mr. Westley; for Ms. Cudahy, payments for a phone allowance totaling $900; and for Mr. Westley, travel expenses in an amount equal to $32,375, hotel reimbursements in an amount equal to $12,042, and apartment costs equal to $28,386. In 2022, includes: company contributions to the CuriosityStream 401(k) plan for each executive other than Mr. Westley; for Ms. Cudahy, a $150 phone allowance; and for Mr. Westley, travel and hotel reimbursements in an amount equal to $21,879. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following disclosure covers the outstanding equity for the Company’s named executive officers for the fiscal year ended December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | | Clint Stinchcomb | - | - | - | - | 22,066(2) | 11,916 | | | - | - | - | - | 18,365(3) | 9,917 | | | - | - | - | - | 692,887(4) | 374,159 | | | - | - | - | - | 180,244(5) | 97,332 | | Tia Cudahy | - | - | - | - | 16,814(6) | 9,080 | | | - | - | - | - | 762(7) | 411 | | | - | - | - | - | 1,178(8) | 636 | | | - | - | - | - | 22,756(9) | 12,288 | | | - | - | - | - | 125,778(10) | 67,920 | | | - | - | - | - | 48,002(11) | 25,921 | | Peter Westley | - | - | - | - | 216,204(12) | 116,750 | | | - | - | - | - | 44,249(13) | 23,894 | | | - | - | - | - | 134,813(14) | 72,799 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Based on the closing price of the Company’s common stock on the Nasdaq on December 29, 2023, which was $0.54. | | (2) On November 5, 2020, Mr. Stinchcomb received a grant of 88,263 restricted stock units, which vest in four substantially equal installments on November 5, 2021, November 5, 2022, November 5, 2023, and November 5, 2024. Notwithstanding the foregoing, if Mr. Stinchcomb is terminated without cause, or resigns for good reason, or dies or becomes disabled, all unvested restricted stock units for this grant will become vested and will be settled upon vesting (or within 30 days thereafter). | | (3) On November 5, 2020, Mr. Stinchcomb was granted 73,458 restricted stock units which vest in four substantially equal installments on November 5, 2021, November 5, 2022, November 5, 2023, and November 5, 2024. | | (4) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Stinchcomb’s fully vested cancelled stock options, the Company granted Mr. Stinchcomb 692,887 restricted stock units, which vest on July 28, 2024. | | (5) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Stinchcomb's unvested cancelled stock options, the Company granted Mr. Stinchcomb 392,097 restricted stock units which vest as follows: 31,610 shares on August 2, 2023; and 360,487 shares in equal increments on November 2, 2023, and November 2, 2024. | | (6) On January 4, 2021, Ms. Cudahy was granted 33,629 restricted stock units which vest in four substantially equal installments on January 4, 2022, January 4, 2023, January 4, 2024, and January 4, 2025. | | (7) On March 25, 2021, Ms. Cudahy was granted 2,032 restricted stock units, which vest over four years in substantially equal increments of 1/16th of the shares vesting on the last day of every third month, commencing on April 30, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (8) On September 20, 2021, Ms. Cudahy was granted 2,576 restricted stock units, which vest over four years in substantially equal increments of 1/48th of the shares vesting on the 20th day of every month, commencing on October 20, 2021. | | (9) On January 1, 2022, Ms. Cudahy was granted 22,756 restricted stock units, which vest in full on January 1, 2025. | | (10) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Ms. Cudahy's fully vested cancelled stock options, the Company granted Ms. Cudahy 125,778 restricted stock units, which vest on July 28, 2024. | | (11) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Ms. Cudahy's unvested cancelled stock options, the Company granted Ms. Cudahy 56,679 restricted stock units, which vest as follows: 7,902 shares on August 2, 2023; 1,406 shares in equal increments every third month beginning September 25, 2023 through March 25, 2025; 2,815 shares in equal increments every month beginning July 20, 2023 through September 20, 2025; and 44,556 shares on January 1, 2025. | | (12) On May 21, 2022, Mr. Westley was granted 288,271 restricted stock units, which vest in four equal installments on May 21, 2023, May 21, 2024, May 21, 2025, and May 21, 2026. Notwithstanding the foregoing, if Mr. Westley’s employment is involuntarily terminated without cause following a change in control, all unvested restricted stock units for this grant will become vested. | | (13) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Westley's fully vested cancelled stock options, the Company granted Mr. Westley 44,249 restricted stock units, which vest on July 28, 2024. | | (14) On July 28, 2023, pursuant to the Option Cancellation and Exchange, in exchange for Mr. Westley's unvested cancelled stock options, the Company granted Mr. Westley 134,813 restricted stock units, which vest as follows: 23,502 shares in equal increments on April 22, 2024, April 22, 2025, and April 22, 2026; and 111,311 shares in equal increments on May 21, 2024, May 21, 2025, and May 21, 2026. |
Pension Benefits
Pension Benefits Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during fiscal year 2023.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during fiscal year 2023.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS The compensation structure for employees on the Company’s Board is discussed above. Our non-employee directors are compensated with a combination of cash and equity in the Company, with additional compensation for service on Board committees. Other than John Hendricks, who waives any Board compensation for which he is eligible, in 2023 Board members each received an annual retainer of $50,000 in cash. For each standing committee of the Board, committee chairs received $24,000 annually, and committee members who are not the chair received $13,500 annually. Board members also received restricted stock units equal in value to the cash compensation each received under the foregoing calculation. The following table sets forth the total compensation of the Company’s non-employee directors for the fiscal year ended December 31, 2023:
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | John Hendricks(1) | — | — | — | — | | Elizabeth Saravia(2) | 77,000 | 77,274 | — | 154,274 | | Patrick Keeley(3) | 87,500 | 87,812 | — | 175,312 | | Matthew Blank(4) | 74,000 | 74,263 | — | 148,263 | | Jonathan Huberman(5) | 87,500 | 87,812 | — | 175,312 | | Mike Nikzad(6) | 77,000 | 77,274 | — | 154,274 | | Andrew Hendricks(7) | 77,000 | 77,274 | — | 154,274 |
COMPENSATION OF DIRECTORS
| (1) John Hendricks waived the right to receive any cash retainer or equity award in 2023 in connection with his Board service. | | (2) On March 10, 2023, Ms. Saravia was granted 54,804 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. | | (3) On March 10, 2023, Mr. Keeley was granted 62,278 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. | | (4) On March 10, 2023, Mr. Blank was granted 52,669 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. | | (5) On March 10, 2023, Mr. Huberman was granted 62,278 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. | | (6) On March 10, 2023, Mr. Nikzad was granted 54,804 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. | | (7) On March 10, 2023, Mr. Hendricks was granted 54,804 restricted stock units vesting on March 10, 2024. On the grant date, the closing price was $1.41. |