DEF 14A of TriSalus Life Sciences, Inc., Apr 30, 2025

DEF 14A of TriSalus Life Sciences, Inc.

Filed Apr 30, 2025 · FY20240001826667-25-000040

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Under our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Amended and Restated Bylaws (the "Bylaws"), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class II director has a term that expires at this Annual Meeting, each Class III director has a term that expires at the Company’s 2026 annual meeting of stockholders and each Class I director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. The board currently has nine members. There are three directors in the class whose term of office expires at this Annual Meeting, two of whom are standing for re-election at the Annual Meeting: Mats Wahlström and David J. Matlin. The third Class II director, Andrew C. von Eschenbach, is not standing for re-election at the Annual Meeting and his term of office will expire following the Annual Meeting. Accordingly, following the Annual Meeting, the Board of Directors will consist of eight members. The two nominees for Class II director were nominated for re-election to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for the three-year term until our 2028 annual meeting of stockholders, or until their earlier death, resignation or removal. We expect that, following the conclusion of the Annual Meeting, the authorized size of the Board of Directors will be reduced to eight members. Proxies cannot be voted for a greater number of persons than the number of nominees named in the proxy statement. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board.

  2. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  3. Our Board of Directors

    Our Board of Directors The biographies of each of our nominees for election to the Board as Class II directors, and all other directors, are set forth below, including the offices held, other business directorships, and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. All of the Company’s incumbent directors have been elected by our stockholders, other than William Valle and Dr. Gary Gordon, who were appointed by our Board on January 29 2025. Our Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved Mr. Valle and Dr. Gordon as directors in recognition of their extensive experience in the healthcare industry and knowledge regarding the drug development process.

  4. Director Biographies

    Director Biographies

  5. Class II Directors Nominees for Election at the Annual Meeting

    Class II Directors Nominees for Election at the Annual Meeting

  6. Class II Directors Nominees for Election at the Annual Meeting

    | MATS WAHLSTRÖM Chairman of the Board | Director Since: 2017 Age: 70 | Committee Memberships: Nominating and Corporate Governance Committee | | | Mr. Wahlström has served as Chairman of the board of directors since August 2023. He also served as chairman of the board of directors of Legacy TriSalus from January 2017 until August 2023. Mats has also served as the Co-Chairman of HW Investment Partners, LLC since July 2016 and as Partner and Executive Chairman of KMG Capital Partners, LLC since April 2012, both investment funds focused on investments in the healthcare industry. In addition, Mr. Wahlström has served as the Chairman of the board of directors of Triomed AB since October 2016, as the lead independent director of Coherus Biosciences, Inc., a public biotech company, since January 2012, as Chairman of Caduceus Medical Holdings, Inc. since August 2010 and as Chief Executive Officer and Chairman of Leonard Capital since July 2010. Mr. Wahlström has served on the boards of directors of Alteco Medical AB since October 2012, Circuit Clinical Solutions, Inc. since July 2016. He served as a director of Health Grades, Inc. a Nasdaq-listed healthcare ratings company, from March 2009 through its sale to a private equity firm in October 2010, as a director of Getinge AB, a Swedish Stock Exchange-listed medical device company, from March 2012 to March 2017, and as a director of Zynex Inc. an over- the-counter medical device manufacturer, from October 2010 through January 2014. From January 2004 to December 2009, Mr. Wahlström served as co-CEO of Fresenius Medical Care North America and a member of the management board at Fresenius Medical Care AG & Co. KGaA. From November 2002 to December 2009, Mr. Wahlström served as President and Chief Executive Officer of Fresenius Medical Services. Prior to that, Mr. Wahlström held various positions at Gambro AB from January 1983 to February 2000, including President of Gambro North America and Chief Executive Officer of Gambro Healthcare Inc. as well as Chief Financial Officer of the Gambro Group. Mr. Wahlström has a B.S. degree in Economics and Business Administration from the University of Lund, Sweden. We believe Mr. Wahlström is qualified to serve on the Board based on his extensive management and director experience in the life sciences and healthcare sectors | |

  7. Class II Directors Nominees for Election at the Annual Meeting

    | DAVID J. MATLIN Director | Director Since: 2023 Age: 64 | Committee Memberships: Audit Committee Chair Nominating and Corporate Governance Committee | | | Mr. Matlin has been a member of our Board since August 2023. Mr. Matlin previously served as the Chief Financial Officer of MTAC, where he was also a director since September 2020. Mr. Matlin was also the co-founder and Chief Executive Officer of MatlinPatterson Global Advisers LLC (“MatlinPatterson”), a distressed securities investment manager, which he co-founded in July 2002, through 2021. Mr. Matlin was also Chief Executive Officer of MatlinPatterson Asset Management L.P. and its operating joint venture affiliates that managed non- distressed credit strategies, from 2015 to 2018. In 2017, MatlinPatterson began winding down its investment activities and its various funds began to return the investment proceeds to their respective investors. In conjunction with this wind-down process and to protect their investors from foreign litigation, two of the MatlinPatterson funds (Matlin Global Opportunities Partners II L.P. and Matlin Global Opportunities Partners (Cayman) II L.P.) that had been unable to settle foreign litigation, filed, along with MatlinPatterson, voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in July 2021. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. Mr. Matlin was also a Managing Director and a founding partner of Merrion Group, L.P., an investment advisory firm, from 1988 to 1994. He began his career as a securities analyst at Halcyon Investments from 1986 to 1988. Until its November 2022 sale, Mr. Matlin also served on the board of directors of US Well Services Inc. (Nasdaq: USWS) (formerly Matlin & Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC. He also serves on the boards of directors of Dermasensor, Inc. and Pristine Surgical LLC, which are medical device manufacturers. Mr. Matlin has served on the board of directors of Clene, Inc. (Nasdaq: CLNN), a biopharmaceutical manufacturer, since December 2020, and has served as the Chairman of its Board of Directors since May 2021. Since 2020, he has served on the board of Traffk, LLC., an insurance-based data analytics company, and since 2021 he also serves on the Board of Directors of Empyrean Neuroscience, a private biotechnology company. Previously, he served on the board of directors of Flagstar Bank FSB, a federally charted savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company from 2009 to May 2021, CalAtlantic Group, Inc. (NYSE: CAA), a U.S. homebuilder, from 2009 to 2018, Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012, and Huntsman Corporation (NYSE: HUN), a U.S. chemicals manufacturer, between 2005 and 2007 and Orthosensor, Inc. until the sale of the company to Stryker Corporation in December 2020. Mr. Matlin holds a JD degree from the Law School of the University of California at Los Angeles and a BS in Economics from the Wharton School of the University of Pennsylvania. We believe Mr. Matlin is qualified to serve on the Board based on his significant public company board experience. | |

  8. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    Class III Directors Continuing in Office Until the 2026 Annual Meeting

  9. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    | | Director Since: 2018 Age: 62 | Committee Memberships: None | | | Ms. Szela is our Chief Executive Officer and President and a member of our Board and, prior to the Business Combination, had served as the Chief Executive Officer and a director of Legacy TriSalus since January 2018. Prior to joining Legacy TriSalus, Ms. Szela was CEO of Novelion Therapeutics, a biopharmaceutical company, from January 2016 through November 2017 where she led the company through regulatory compliance and legal difficulties to a successful merger and expansion. Prior to that, Ms. Szela served as CEO of Melinta Therapeutics, a biopharmaceutical company, from August 2013 through August 2015. From 1987 to 2012, Ms. Szela held progressive leadership roles with Abbott Laboratories, a multinational medical devices and health care company, including Vice President, U.S. Commercial Operations, President of U.S. Pharmaceuticals, and culminating as Senior Vice President of Global Strategic Market and Services. In addition to her executive experience, Ms. Szela currently sits on the board of directors of Kura Oncology, a public company, and Sail Biomedicines, a private company. She also previously sat on the boards of directors of Omega Therapeutics from 2019 until 2025, Prometheus Biosciences from 2021 until 2023, Alimera Sciences from 2018 until 2021, Coherus Biosciences from 2014 until 2021, and Macrolide Pharmaceuticals from 2018 until 2019. Ms. Szela received both her B.S. in Nursing and her MBA from the University of Illinois at Chicago. We believe Ms. Szela is qualified to serve on the Board based on her substantial business, leadership and management experience in the biotechnology sector. | | | MARY SZELA Chief Executive Officer, President and Director | | | | | Director Since: 2023 Age: 44 | Committee Memberships: Compensation Committee Science and Technology Committee | | | Dr. Desai has been a member of our Board since August 2023. Dr. Desai has served as the Chief Strategic Innovation Officer at Insightec, a medical device company, from 2018 to 2023. From 2016 to 2018, he served as the Global Vice President and Chief Operating Officer of Johnson & Johnson Innovation, a company that collaborates with innovators to incorporate science into healthcare solutions. Additionally, Dr. Desai is the chairman of the board of directors of Obvius Robotics, Inc., a private medtech company. He also currently serves on the board of directors of Tympa Health Technologies Ltd, a medical device company, Pathology Watch, a private laboratory company, Empyrean Neuroscience, a private company, Openwater Software, Inc., a private SaaS company, Wespe, a private medical device company, and Clene Nanomedicine, a public biopharmaceutical manufacturer. Dr. Desai received his B.S. degree in Economics from the University of Oklahoma and his M.D. from the University of Miami. He also completed his residency and advanced training in Anesthesiology at Stanford University. We believe Dr. Desai is qualified to serve on the Board based on his extensive experience in the biotech industry. | | | ARJUN “J.J.” DESAI Director | | |

  10. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    | | Director Since: 2025 Age: 73 | Committee Memberships: Science and Technology Committee | | | Mr. Gordon has been a member of our Board since January 2025. Dr. Gordon is an accomplished pharmaceutical executive and strategic business leader, who most recently served as Chief Medical Officer at Ayala Pharmaceuticals Inc., a biopharmaceutical company, from August 2019 to January 2023. Prior to Ayala, Dr. Gordon served as Vice President of Oncology Development at AbbVie Inc., a biopharmaceutical company, from January 2013 to April 2018. Prior to his time at AbbVie, Dr. Gordon served as Divisional Vice President of Global Oncology Development at Abbott Laboratories, a medical device company, from April 2003 to December 2012. Prior to his time at Abbott, Dr. Gordon served as Chief Scientific Officer and Vice President of Clinical Affairs at Ovation Pharmaceuticals Inc., a biopharmaceutical company, from May 2001 to April 2003. Dr. Gordon currently sits on the Board of Directors of PhotonPharma Inc., an immune-oncology company. Dr. Gordon received a B.S. in Biochemistry from the State University of New York at Stony Brook and a Ph.D. in Pharmacology and an M.D. from Johns Hopkins University School of Medicine. We believe Dr. Gordon is qualified to serve on the Board based on his extensive experience in the pharmaceutical industry. | | | GARY GORDON Director | | |

  11. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    Class I Directors Continuing in Office Until the 2027 Annual Meeting

  12. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    | SEAN MURPHY Director | Director Since: 2020 Age: 73 | Committee Memberships: Finance Strategy Committee Chair | | | Mr. Murphy served as our Chief Manufacturing, Strategy and Business Development Officer from January 2025 to February 2025. Previously he served as CFO of TriSalus from June 2022 to January 2025. Mr. Murphy has also been a director of TriSalus since August 2020 and served as the chairman of the audit committee from August 2020 through June 2022. Prior to joining TriSalus, Mr. Murphy served as Executive Vice President at Malin PLC, a publicly listed company investing in life sciences companies, from April 2016 through June 2021. Mr. Murphy was a senior advisor at Evercore, an independent investment banking advisory firm, from August 2011 to June 2018. Prior to that, he held numerous positions over a 30-year career with Abbott Laboratories, a multinational medical devices and health care company, culminating as Vice President of Business Development and Licensing. Mr. Murphy has had extensive Board experience as well. He currently serves on the boards of directors of Xenex and Prenosis. In addition, Mr. Murphy previously served on the public company board of directors of Radius Health, where he sat on the audit committee, and Poseida, where he was a member of the compensation and governance committee. Mr. Murphy received his BBA in Finance and Accounting from Western Illinois University and his M.S. in Finance from University of Illinois. He is a Certified Public Accountant, State of Illinois. We believe Mr. Murphy is qualified to serve on the Board based on his corporate finance experience and his previous experience on boards of directors. | | | KERRY HICKS Director | Director Since: 2021 Age: 65 | Committee Memberships: Audit Committee Nominating and Corporate Governance Committee Chair | | | Mr. Hicks has been a member of our Board since August 2023. Mr. Hicks serves as Partner, Chief Executive Officer, and President of KMG Capital Partners LLC, a boutique healthcare venture capital company, since April 2012. He also currently serves as Executive Chairman of Circuit Clinical, an integrated research organization, and Co-Chairman and Partner of Breakout Investment Partners, LLC, a venture capital firm that focuses on investing in healthcare companies, both positions which he has held since 2016. He also currently serves on the board of directors of Caduceus Medical Holdings, Inc. Prior to joining KMG Capital Partners, Mr. Hicks served as Chief Executive Officer of Healthgrades, a healthcare information and services company, from 2000 to 2012, Chairman of Healthgrades from 2000 to 2010 and 2012 to 2013, and as President, Chief Executive Officer and Chairman of Specialty Care Network, a predecessor company to Healthgrades, from 1995 to 2000. Mr. Hicks has been a member of the board of directors of Legacy TriSalus since April 2021. Mr. Hicks received his B.S. degree in Management and his MBA in Business Administration from Colorado State University. We believe Mr. Hicks is qualified to serve on the Board based on his extensive experience in the healthcare industry and knowledge regarding TriSalus and its products and operations. | |

  13. Class I Directors Continuing in Office Until the 2027 Annual Meeting

    | WILLIAM "BILL" VALLE Director | Director Since: 2025 Age: 64 | Committee Memberships: Audit Committee Compensation Committee | | | Mr. Valle has been a member of our Board since January 2025. Mr. Valle serves as Executive Chairman and a member of the Board of FC Compassus, LLC, a home care company, since May 2024. Prior to his time at FC Compassus, LLC, Mr. Valle served as Chief Executive Officer at Fresenius Medical Care AG, a global provider of products and services for patients with renal disease, from January 17, 2017 to December 2023, and served in roles of increasing responsibility at Fresenius beginning in April 2009. We believe that Mr. Valle is qualified to serve on our Board based on his extensive experience in the healthcare industry. | |

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of TriSalus' NEOs for the fiscal years ended December 31, 2024 and 2023.

  15. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mary Szela CEO and President | 2024 | $601,398 | $1,973,051(5) | $1,539,500 | $—(6) | $22,646 | $4,136,595 | | | 2023 | $518,077 | $378,772 | $1,433,387 | $340,819 | $21,775 | $2,692,830 | | Sean Murphy Manufacturing, Strategy and Business Development Officer(*) | 2024 | $529,513 | $324,368 | $1,224,459 | $232,500 | $1,693 | $2,312,533 | | | 2023 | $471,539 | $171,433 | $593,066 | $156,158 | $1,050 | $1,393,246 | | Jodi Devlin Chief of Clinical Operations | 2024 | $501,705 | $166,250 | $565,772 | $125,000 | $25,014 | $1,383,741 | | | 2023 | $— | $— | $— | $— | $— | $— |

  16. Summary Compensation Table

    ___________________ (*) Mr. Murphy resigned as our chief manufacturing, strategy and business development officer effective February 28, 2025, but retained his role as a member of our Board. (1)Salary amounts represent actual amounts earned during applicable fiscal year. See “Narrative Disclosure to Summary Compensation Table - Base Salaries” below. (2)These columns reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 2(n) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual value that will or may be realized by the NEO. (3)See “Narrative Disclosure to Summary Compensation Table - Non-Equity Incentive Plan Compensation” below for a description of the material terms of the non-equity incentive plans for the fiscal year 2024. For 2024, performance-based incentive compensation earned by our NEOs were settled in fully vested restricted stock units ("RSUs). (4)This columns reflects the amounts received by the NEOs related to the 401(k) Plan match and phone allowance. (5)This amount reflects the amount of performance-based incentive compensation earned by our named executive officers for the periods presented. Includes the aggregate grant date fair value of the 125,000 performance stock units ("PSUs") granted to Ms. Szela on February 13, 2024, based on the then-probable outcome of the applicable performance conditions, as determined under FASB ASC 718. The grant date fair value of such PSUs, assuming achievement of the maximum level of performance was $1,175,000. (6)Ms. Szela earned 50% of her eligible annual performance-based incentive compensation, but allocated the total amount to employees of the company.

  17. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of Ms. Szela, Mr. Murphy and Ms. Devlin is entitled to any accrued obligations, which include accrued but unpaid salary through the date of termination, unreimbursed expenses, and benefits owed to such executive officer under retirement or health plans in which such executive officer was a participant (“Accrued Benefits”), in the event of any termination of their employment. In addition, each NEO is eligible to receive the following severance benefits under their employment agreements if their employment is terminated by TriSalus pursuant to a “Discharge Without Cause” (as such term is defined in each of their respective employment agreements) or if individual experiences a “Resignation For Good Reason” (as such term is defined in each of their respective employment agreements), and provided such NEO timely executes and does not revoke a release of claims in TriSalus’ favor: (a) continuing payments of the NEO’s then-current annual base salary for 12 months for Ms. Szela, Mr. Murphy and Ms. Devlin, and (b) if Ms. Szela’s, Mr. Murphy's or Ms. Devlin's “Discharge Without Cause” occurs in the fourth calendar quarter of a year and the Company achieves it financial objectives on which such executive’s bonus for that year is based, such executive would also be entitled to a pro rata annual bonus for such year. Further, if Ms. Szela, Mr. Murphy, or Ms. Devlin experiences a “Discharge Without Cause” or if the NEO experiences a “Resignation For Good Reason” within the one-year period following a “Change in Control” (as such term is defined in each of their respective employment agreements) and provided each NEO timely executes and does not revoke a release of claims in TriSalus’ favor, each NEO will instead be entitled to a lump sum payment equal to: (a) 12 months of their annual base salary, (b) their annual bonus for the year of termination, assuming performance was met at the “target” level, (c) the cost of one year of continued medical, dental and vision benefits at the same level as if the executive remained actively employed by TriSalus, and (d) full vesting of all outstanding stock options and other equity incentives that are subject to vesting over time and based on length of service with TriSalus. In connection with his resignation as our chief manufacturing, strategy and business development officer, Mr. Murphy received the Accrued Benefits but did not, and will not, otherwise receive any of the benefits describe above. However, Mr. Murphy will continue to vest as to his outstanding equity awards while he remains in continuous service to the company as a member of our Board, and he will be eligible to receive compensation as a member of our Board, as described below under "Non-Employee Director Compensation".

  18. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Board has adopted a Non-Employee Director Compensation Policy, which establishes cash and equity-based compensation designed to align compensation with TriSalus' business objectives and stockholder value, while enabling TriSalus to attract, retain, incentivize and reward directors who contribute to the success of the company. Our Board reviews director compensation periodically to ensure that it remains competitive such that the we are able to recruit and retain qualified directors. The following table sets forth information concerning the compensation of TriSalus’ directors for fiscal year 2024. Ms. Szela, our Chief Executive Officer, and Sean Murphy, our former Chief Manufacturing, Strategy and Business Development Officer and prior to such position or former Chief Financial Officer and current Director, did not receive additional compensation for their service as a director in fiscal year 2024, and therefore are not included in the Director Compensation table below. All compensation paid to Ms. Szela and Mr. Murphy is reported above in the “Summary Compensation Table.”

  19. Non-Employee Director Compensation

    | Name | Fees earned or paid in cash | Option Awards($)(1)(2) | Total ($) | | Mats Wahlström | $157,500(5) | $86,250 | $243,750 | | Andrew von Eschenbach(6) | $82,500 | $86,250 | $168,750 | | Arjun Desai | $65,000 | $86,250 | $151,250 | | David J. Matlin | $77,500 | $86,250 | $163,750 | | George Kelly Martin(3) | $72,500 | $86,250 | $158,750 | | Kerry Hicks | $80,000 | $86,250 | $166,250 | | Liselotte Hyveled(4) | $41,920 | $422,950 | $464,870 | | Anil Singhal(7) | $48,750 | $86,250 | $135,000 |

  20. Non-Employee Director Compensation

    _______________________ (1)This column reflects the aggregate grant date fair value of the stock and option awards granted during the applicable fiscal year computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 2(n) to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by the director. (2)As of December 31, 2024, our non-employee directors held the following number of options granted to purchase shares of our common stock: Mr. Wahlström, 185,945; Messrs. von Eschenbach, Desai, Matlin and Martin and Ms. Hyveled, 50,000 each; Mr. Singhal, 54,278; and Mr. Hicks, 74,222; none of the foregoing held other stock awards. (3)Mr. Martin resigned from our Board effective April 20, 2025. (4)Ms. Hyveled was appointed to our Board on May 6, 2024, and resigned effective April 16, 2025. (5)Includes $70,000 paid to Mr. Wahlström in February 2025 in recognition of his significant contributions in 2024 to the Company as Chairman of the Board. (6)Mr. von Eschenbach will not stand for re-election at our annual meeting of stockholders. (7)Mr. Singhal resigned from our Board on October 28. 2024. In connection with the departures of Mr. Martin and Ms. Hyveled from our Board and the planned expiration of Dr. von Eschenbach’s term on our Board, the Compensation Committee has approved accelerated vesting of the options held by each of these directors as if they had completed an additional 12 months of continuous service, as well as an extension of the post-termination exercise period applicable to their outstanding options by 12 months.

  21. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board reviews director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. Our Board has adopted a non-employee director compensation policy that is applicable to each member of our Board who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employee director compensation levels annually and submits recommendations with respect to any changes in non-employee director compensation levels to our Board. Our Non-Employee Director Policy was developed with input from an independent compensation consultant regarding practices and compensation levels at comparable companies. It is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize and reward directors who contribute to our long-term success.