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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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68-0328265
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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The Nasdaq Stock Market, LLC
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Page
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PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11. EXECUTIVE COMPENSATION
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Executive Summary
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Compensation Philosophy
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Role of Compensation Committee
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Compensation Consultant and Peer Group
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Elements of 2017 Executive Compensation Program
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Other Compensation-Related Topics
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SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OPTION EXERCISES AND STOCK VESTED
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PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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SEVERANCE AND CHANGE IN CONTROL PAYMENTS
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DIRECTOR COMPENSATION PROGRAM
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CEO PAY RATIO
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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COMPENSATION COMMITTEE REPORT
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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EXHIBIT INDEX
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SIGNATURES
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Name
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Age
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Position(s)
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John Onopchenko
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60
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Chief Executive Officer and Director
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Vaseem Mahboob
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49
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Chief Financial Officer and Corporate Secretary
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Matthew Thompson, M.D.
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57
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Chief Medical Officer
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Jeremy Hayden
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49
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General Counsel
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•
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Executive Summary
|
•
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Compensation Philosophy
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•
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Role of Compensation Committee
|
•
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Compensation Consultant and Peer Group
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•
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Elements of 2018 Executive Compensation Program
|
•
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Other Compensation-Related Topics
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NAME
|
POSITION
|
John Onopchenko
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Current Chief Executive Officer
(Promoted as of May 2, 2018)
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John McDermott
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Former Chief Executive Officer
(Stepped down as of May 2, 2018)
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Vaseem Mahboob
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Chief Financial Officer
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Matthew Thompson M.D.
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Chief Medical Officer
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Jeremy Hayden
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General Counsel and Corporate Secretary
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Base Salary
Guaranteed • Cash
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|||
Philosophy
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Considerations
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Performance Criteria
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Attract and Retain Executives
|
•
Balance the levels of guaranteed pay with at-risk pay to properly manage our compensation-related risk.
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•
No specific vesting conditions associated with payment.
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2018 Cash Bonus Plan Awards
At-Risk • Performance-Based • Cash
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|||
Philosophy
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Considerations
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Performance Criteria
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2018 Pay for Performance
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Pay for Performance
Reward Achievement
Align Interests with Stockholders
Attract and Retain Executives
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• Generally use threshold, target and maximum bonus payout levels to strike appropriate balance between compensation incentives and risks.
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• Target bonus is set as percentage of base salary for each NEO.
• Actual bonus payout is based on achievement of certain corporate performance objectives and pre-determined management by objectives, or MBOs (MBOs apply only to participating NEOs, not including our CEO).
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• 69.8% of the corporate performance objective portion of the bonus opportunity was earned and between 86.1% and 105.6% of the MBO portion of the bonus opportunity was earned by our participating NEOs.
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2018 Annual Stock Option and Cash Awards
At-Risk • Time-Based (Short-Term and Long-Term Vesting) • Cash and Equity
|
|||
Philosophy
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Considerations
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Vesting Provisions
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Attract and Retain Executives
Align Interests with Stockholders
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• Awards consist of approximately 18% equity, in the form of stock options, and 82% cash. The cash amount is inclusive of a 15% premium on awards that were intended to be granted earlier in the year and that could not be fulfilled at that time because of insufficient shares reserved for issuance under our 2015 Stock Incentive Plan, as amended, or our 2015 Plan.
• Time-based vesting promotes retention of executives during this critical stage of our business restructuring.
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• 100% of the option portion of the awards vests on the first anniversary of the grant date, and the cash portion of the awards is payable as to 41% of the award amount on June 30, 2020 and the remaining 41% on June 30, 2021, subject to an NEO’s continued employment with us during that time.
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2018 Contractual Retention and Promotion Awards
At-Risk • Mix of Performance-Based and Time-Based • Cash and Equity
|
|||
Philosophy
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2018 Grants
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Performance Criteria/ Vesting Provisions
|
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Attract and Retain Executives
Align Interests with Stockholders
Pay for Performance
Reward Achievement
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• Mr. Onopchenko received a
promotion bonus
in the form of a (i) cash bonus, (ii) time-based stock option grant, and (iii) time-based RSU grant.
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• Mr. Onopchenko received (i) a one-time cash sign-on bonus of $666,667, (ii) time-based stock options with a grant date fair market value of $450,000, which vest in three equal annual installments on each of the first three anniversaries of the grant date, and (iii) time-based RSUs with a grant date fair market value of $450,000, which vest in three equal annual installments on each of the first three anniversaries of the grant date.
.
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• Mr. Onopchenko received a
retention award
in the form of a cash bonus.
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• Mr. Onopchenko received a $100,000 cash bonus related to his performance for fiscal year 2018, which was paid out in February 2019.
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||
• Mr. Mahboob received a
retention award
of time-based RSUs with a performance-based accelerator.
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• RSUs have a grant date fair market value of $200,000 and will vest as to 100% of the underlying shares of common stock on the third anniversary of the grant date, subject to Mr. Mahboob's continued employment with us, provided that the vesting of the RSUs are subject to acceleration based on the achievement of specified Company and/or individual performance criteria.
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• Mr. Mahboob received a
retention award
of time-based RSUs.
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•
RSUs have a grant date fair market value of $150,000 and will vest in two equal annual installments on each of the first two anniversaries of the grant date, subject to Mr. Mahboob's continued employment with us.
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• Dr. Thompson received a
retention award
of time-based RSUs.
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•
RSUs have a grant date fair market value of $350,000 and will vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to Dr. Thompson's continued employment with us.
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•
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Revisions to 2018 Cash Bonus Plan
: Due to business challenges that we encountered throughout the year, the Compensation Committee, which we refer to as the Committee for purposes of this section, approved revisions to the corporate financial and operational objectives, or the Corporate Performance Objectives and corresponding revisions to certain MBOs for the second part of 2018 in order to preserve the retention benefits of the 2018 Cash Bonus Plan. We sought to encourage the motivation and retention of our NEOs by appropriately re-aligning the incentives of our NEOs with our updated financial outlook and strategic objectives as of August 2018, which tied their incentive compensation to objectives which our NEOs could reasonably achieve.
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•
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Time-Based Vesting under our 2018 Annual Stock Option and Cash Awards
: We encountered compensation-related challenges due to the lack of available shares under our 2015 Plan, the need to seek stockholder approval to increase the number of shares available for issuance under our 2015 Plan and ongoing concerns regarding availability of shares due to the decrease in our stock price. As a result, for 2018, we issued awards with time-based vesting in the form of approximately 18% stock options (vesting on the first anniversary of the grant date) and 82% cash (vesting over the following two years in equal, annual installments).
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•
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Retention Value of Contractual RSU Awards
: Each of Mr. Mahboob and Dr. Thompson was granted time-based RSU awards aimed at providing additional retention value, pursuant to contractual arrangements that we entered into with them.
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•
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2018 Cash Bonus Plan Awards
: Only vest upon the achievement of pre-determined Company performance objectives and individual MBOs; and
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•
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Time-Based Stock Options
: Result in value to our NEOs only to the extent they remain in our employ as of the applicable vesting date(s) and the market price of our common stock appreciates over the option term.
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GOAL
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HOW OUR PROGRAM ACHIEVES THAT GOAL
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Attract and Retain Executives
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•
Attract executives who have the background and experience required to lead us forward and provide the best opportunity to achieve sustained growth and success.
•
Retain our knowledgeable and talented executives by offering compensation that is competitive among our peer group companies and our industry generally.
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Pay-for-Performance
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•
Offer a significant portion of the total compensation opportunity in the form of performance-based compensation that is at-risk instead of guaranteed.
•
Ensure performance-based compensation is directly correlated with the achievement of pre-established Company financial and operational objectives that the Committee believes are important to our long-term success.
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Reward Achievement
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•
Provide meaningful incentives for achieving Company financial and operational objectives that the Committee believes are important for achieving our strategic objectives.
•
Effectively align our compensation program design to our business strategy.
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Align Interests with Stockholders
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•
Align the interests of our executives with those of our stockholders by tying a significant portion of compensation to performance objectives which the Committee believes are likely to result in the creation of long-term stockholder value.
•
Ensure that a portion of the total compensation is directly correlated to total stockholder return by issuing awards that increase in value as our stock price increases.
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PEER GROUP FOR 2018
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•
Abaxis
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•
Glaukos
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•
Accuray
|
•
Intersect ENT
|
•
AngioDynamics
|
•
iRhythm Technologies
|
•
AtriCure
|
•
LeMaitre Vascular
|
•
Atrion
|
•
Natus Medical
|
•
Cardiovascular Systems
|
•
Orthofix International N.V.
|
•
CryoLife
|
•
Penumbra
|
•
Entellus Medical
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• STAAR Surgical
|
•
Exactech
|
COMPENSATION
ELEMENT
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GUARANTEED V.
AT-RISK
|
PERFORMANCE-BASED
V.
TIME-BASED
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CASH
V.
EQUITY
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Base Salary
|
Guaranteed
|
Not applicable
|
Cash
|
2018 Cash Bonus Plan Awards
|
At-Risk
|
Performance-Based
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Cash
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2018 Annual Stock Option and Cash Awards
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At-Risk
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Time-Based (Short-Term and Long-Term Vesting)
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Cash and Equity
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2018 Contractual Retention and Promotion Awards
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At-Risk
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Mix of Performance-Based and Time-Based
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Cash and Equity
|
Employee Benefits
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Guaranteed
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Not applicable
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Other
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Severance and Change of Control
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At-Risk
|
Not applicable
|
Cash and Equity
|
Base Salary
Guaranteed • Cash
|
||
Philosophy
|
Considerations
|
Performance Criteria
|
Attract and Retain Executives
•
Provide our NEOs with a guaranteed base level of income that is competitive within our peer group and is commensurate with their respective titles, skills, levels of responsibility and contributions to our Company.
|
•
Balance the levels of guaranteed pay with at-risk pay to properly manage our compensation-related risk.
•
Generally target base salaries between the 35th and 50th percentile of our peer group, but may be above or below that range depending on individual factors.
|
• No specific vesting conditions associated with payment.
• Changes from year to year are generally based on a review of peer group data, changes in duties and responsibilities, individual performance, contributions to the achievement of our strategic objectives and Company performance.
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NAME
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BASE SALARY
(1)
|
TARGET BONUS PERCENTAGE
|
TARGET CASH BONUS
|
John Onopchenko
(2)
|
-
|
-
|
-
|
John McDermott
(3)
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$572,000
|
100%
|
$572,000
|
Vaseem Mahboob
|
$380,000
|
55%
|
$209,000
|
Matthew Thompson M.D.
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$400,000
|
45%
|
$180,000
|
Jeremy Hayden
|
$350,000
|
45%
|
$157,500
|
(1)
|
Amounts reflect base salaries set at the beginning of 2018. Please refer to the "Salary" column of the Summary Compensation Table for amounts of actual base salaries paid to each NEO in 2018.
|
(2)
|
Mr. Onopchenko was not a participant in the 2018 Cash Bonus Plan.
|
(3)
|
Mr. McDermott's participation and ultimate payout under the 2018 Cash Bonus Plan was governed by a Severance Agreement and General Release entered into between us and Mr. McDermott on February 21, 2018, in connection with his retirement as our CEO, pursuant to which he was paid a bonus based on our estimated, projected performance for 2018 using applicable information readily and reasonably available as of June 30, 2018 to extrapolate the extent to which our estimated 2018 performance is or would be sufficient to result in achievement of his target bonus for 2018, prorated for the number of days of 2018 preceding June 30, 2018, resulting in a payout of $199,000. As a result of this and footnote (2) above, "participating NEO" as used herein for purposes of the 2018 Cash Bonus Plan refers only to Messrs. Hayden and Mahboob and Dr. Thompson.
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NAME
|
CORPORATE PERFORMANCE OBJECTIVES
(% OF BONUS OPPORTUNITY)
|
MBOS
(% OF BONUS OPPORTUNITY)
|
John Onopchenko
|
-
|
-
|
John McDermott
|
100%
|
0%
|
Vaseem Mahboob
|
70%
|
30%
|
Matthew Thompson M.D.
|
70%
|
30%
|
Jeremy Hayden
|
70%
|
30%
|
•
|
Approximately 50% based upon achievement of the Corporate Performance Objectives for the First Measurement Period; and
|
•
|
Approximately 50% based upon achievement of the Corporate Performance Objectives for the Second Measurement Period.
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OBJECTIVE
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RELATIVE
WEIGHTING OF COMPONENT
|
THRESHOLD PERFORMANCE
LEVELS
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PAYOUT PERCENTAGE FOR THRESHOLD PERFORMANCE
|
TARGET PERFORMANCE LEVELS
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PAYOUT PERCENTAGE FOR TARGET PERFORMANCE
|
MAXIMUM PERFORMANCE
LEVELS
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PAYOUT PERCENTAGE FOR MAXIMUM PERFORMANCE
|
Financial Objectives
|
|||||||
Global Sales
|
40%
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$175M
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50%
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$185M
|
100%
|
$195M
|
150%
|
Total Operating Expenses
|
10%
|
$169M
|
50%
|
$165M
|
100%
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$161M
|
150%
|
Non-Financial Objectives
|
|||||||
Quality
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30%
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Score of 90
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75%
|
Score of 100
|
100%
|
Score of 110
|
125%
|
New Product Development
(1)
|
20%
|
February 2019 and April 2019
|
75%
|
December 2018 and February 2019
|
100%
|
October 2018 and December 2018
|
125%
|
(1)
|
As a result of the revisions to the 2018 Cash Bonus Plan, the new product development objective was removed from the objectives for the First Measurement Period, and instead performance with respect to this objective was only measured in the Second Measurement Period.
|
•
|
Global sales represented 40% of the bonus opportunity within the Corporate Performance Objectives.
|
•
|
Total operating expenses represented 10% of the bonus opportunity within the Corporate Performance Objectives.
|
•
|
Achievement of both of these objectives at the threshold amount would result in payment at 50% of target, at the target amount would result in payment at 100% of target, and at the maximum amount would result in payment at 150% of target. The Committee determined our actual achievement of the Corporate Performance Objectives by reference to our audited financial statements for 2018, as adjusted by the Committee for certain non-recurring items.
|
•
|
The quality goal represented 30% of the bonus opportunity within the Corporate Performance Objectives.
|
•
|
The new product development goal initially represented 20% of the bonus opportunity within the Corporate Performance Objectives, but was later removed from the objectives for the First Measurement Period, and instead performance with respect to this objective was only measured in the Second Measurement Period.
|
•
|
Achievement of both of these objectives at the threshold amount would result in payment at 75% of target, at the target amount would result in payment at 100% of target, and at the maximum amount would result in payment at 125% of target.
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OBJECTIVE
|
RELATIVE
WEIGHTING OF COMPONENT
|
THRESHOLD PERFORMANCE
LEVELS
|
PAYOUT PERCENTAGE FOR THRESHOLD PERFORMANCE
|
TARGET PERFORMANCE LEVELS
|
PAYOUT PERCENTAGE FOR TARGET PERFORMANCE
|
MAXIMUM PERFORMANCE
LEVELS
|
PAYOUT PERCENTAGE FOR MAXIMUM PERFORMANCE
|
Financial Objectives
|
|||||||
Global Sales
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30%
|
$150M
|
25%
|
$160M
|
100%
|
-
|
-
|
Operating Expenses
|
20%
|
-
|
-
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$165M
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100%
|
$155M
|
150%
|
Non-Financial Objectives
|
|||||||
Quality
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25%
|
-
|
-
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Successful
|
100%
|
-
|
-
|
Compliance
|
15%
|
-
|
-
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Completed
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100%
|
-
|
-
|
New Product Development
|
10%
|
-
|
-
|
December 2018
|
100%
|
October 2018
|
125%
|
•
|
Global sales represented 30% of the bonus opportunity within the Corporate Performance Objectives. Achievement of this objective at the threshold amount would result in payment at 25% of target and at the target amount would result in payment at 100% of target. No maximum amount was set.
|
•
|
Operating expenses represented 20% of the bonus opportunity within the Corporate Performance Objectives. Achievement of this objective at the target amount would result in payment at 100% of target, and at the maximum amount would result in payment at 150% of target. No threshold amount was set.
|
•
|
The Committee determined our actual achievement of the Corporate Performance Objectives by reference to our audited financial statements for 2018, as adjusted by the Committee for certain non-recurring items.
|
•
|
The quality goal represented 25% of the bonus opportunity within the Corporate Performance Objectives. Payment at 100% of target could be achieved if the quality goal was successfully achieved. Otherwise, no payment would be made.
|
•
|
The compliance goal represented 15% of the bonus opportunity within the Corporate Performance Objectives. Payment at 100% of target could be achieved if the compliance goal was completed. Otherwise, no payment would be made.
|
•
|
The new product development goal represented 10% of the bonus opportunity within the Corporate Performance Objectives. Achievement of this objective at the target amount would result in payment at 100% of target, and at the maximum amount would result in payment at 125% of target. No threshold amount was set.
|
•
|
we achieved the global sales objective at the threshold level;
|
•
|
we achieved the total operating expenses objective between the target and maximum levels;
|
•
|
we did not achieve the quality objective at the threshold level; and
|
•
|
we did not measure achievement of the new product developments objective, as performance with respect to this objective was only measured in the Second Measurement Period.
|
•
|
we achieved the global sales objective between the threshold and target levels;
|
•
|
we achieved the operating expenses objective at the maximum level;
|
•
|
we achieved the target quality objective;
|
•
|
we achieved the target compliance objective; and
|
•
|
we did not achieve the new product development objective.
|
Employee Benefits
Guaranteed • Other
|
||
Philosophy
|
Considerations
|
Benefits
|
Attract and Retain Executives
:
•
Provide our NEOs with competitive broad-based employee benefits structured to attract and retain key executives.
|
•
Generally reflect benefits provided to all of our U.S.-based full-time employees.
|
•
401(k) plan for the benefit of all of our eligible employees, including our NEOs. We do not provide for matching contributions under the 401(k) plan.
•
Participation in our ESPP for eligible employees, including our NEOs. We offer shares under our ESPP in offering periods of May 1 to October 31 and November 1 to April 30, or on such other date as the administrator of our ESPP may determine. The purchase price of the shares is the lower of 85% of the fair market value of our common stock on the purchase date or the beginning of the offering period.
•
Health, dental, vision and life insurance and other customary employee assistance plans for all full-time employees, including our NEOs.
•
Automobile allowances and business travel and airfare accommodations for select executives based on responsibilities and travel requirements.
•
Relocation expenses for new hires.
|
•
|
Our compensation program consists of both guaranteed pay and at-risk pay, and the Committee reviews this mix annually.
|
•
|
Peer group and industry compensation data is reviewed regularly to ensure alignment with our compensation program and market competitiveness.
|
•
|
We seek to pay our executives’ target total compensation at the 50th percentile compared to our peer group.
|
•
|
Our performance-based awards are earned based on the achievement of multiple Company and individual performance objectives.
|
•
|
Our performance-based awards are subject to maximum award amounts to limit the potential compensation amount associated with any particular award.
|
•
|
Our executive compensation program encourages executive retention through long-term vesting provisions.
|
•
|
We have adopted stock ownership policies, which encourage executives to have a significant, long-term equity position in our Company.
|
•
|
Our cash and equity incentive awards are subject to our Clawback Policy.
|
•
|
Our Insider Trading Policy prohibits our NEOs and other executive officers from hedging the economic interest in our securities, and from pledging our securities.
|
•
|
Our severance and change in control benefits are designed to attract and retain executives without providing excessive benefits.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Restricted Stock Units
(1)
|
Stock Options
(1)
|
Non-Equity Incentive Plan Compensation
(2)
|
All Other Compensation
|
Total
|
|||||||||||||||||
John Onopchenko, Chief Executive Officer
(3)
|
2018
|
$
|
531,538
(4)
|
$
|
766,667
(5)
|
|
$
|
450,000
|
|
$
|
450,002
|
$
|
—
|
|
$
|
—
|
|
$
|
2,198,207
|
||||||
2017
|
$
|
61,538
|
$
|
—
|
|
$
|
300,001
|
|
$
|
500,000
|
$
|
—
|
|
$
|
100,000
|
|
$
|
961,539
|
|||||||
Vaseem Mahboob,
Chief Financial
Officer
|
2018
|
$
|
387,692
(6)
|
$
|
—
|
|
$
|
350,001
|
|
$
|
92,887
|
$
|
669,691
|
|
$
|
—
|
|
$
|
1,500,271
|
||||||
2017
|
$
|
350,000
|
$
|
—
|
|
$
|
255,835
|
|
$
|
253,451
|
$
|
91,438
|
|
$
|
0
|
|
$
|
950,724
|
|||||||
2016
|
$
|
350,000
|
$
|
194,729
|
|
$
|
250,004
|
|
$
|
400,162
|
$
|
0
|
|
$
|
70,069
|
|
$
|
1,264,964
|
|||||||
Matthew Thompson, M.D.
Chief Medical Officer
(7)
|
2018
|
$
|
414,266
(8)
|
$
|
—
|
|
$
|
350,001
|
|
$
|
92,886
|
$
|
641,305
|
|
$
|
—
|
|
$
|
1,498,458
|
||||||
Jeremy Hayden General Counsel and Corporate Secretary
(9)
|
2018
|
$
|
354,615
(10)
|
$
|
—
|
|
$
|
—
|
|
$
|
89,110
|
$
|
590,057
|
|
$
|
—
|
|
$
|
1,033,782
|
||||||
John McDermott,
Former Chief Executive Officer
(11)
|
2018
|
$
|
290,400
(12)
|
$
|
—
|
|
$
|
337,433
(13)
|
|
$
|
1,523,946
(14)
|
$
|
—
|
|
$
|
1,203,630
(15)
|
|
$
|
3,452,017
|
||||||
2017
|
$
|
572,000
|
$
|
—
|
|
$
|
674,800
|
|
$
|
622,107
|
$
|
143,000
|
|
$
|
—
|
|
$
|
2,011,907
|
|||||||
2016
|
$
|
572,000
|
$
|
578,623
|
|
$
|
800,002
|
|
$
|
1,250,508
|
$
|
—
|
|
$
|
—
|
|
$
|
3,201,133
|
(1)
|
Amounts shown in this column do not necessarily reflect the actual value received or to be received by our NEOs or the amount of stock-based compensation expense reported within our consolidated financial statements. Instead, the amounts shown reflect the grant date fair values of equity awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair values of the awards, see Note 4 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2018. In accordance with applicable SEC rules, (i) for those awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the value at the grant date based upon our determination as to the probable outcome of such conditions and (ii) for those awards with service-based vesting conditions, the amounts reported exclude the impact of estimated forfeitures.
|
(2)
|
Amounts shown in this column reflect (i) payouts under our 2018 cash bonus plan based on the achievement of pre-determined Company and individual performance objectives, and (ii) the cash portion of the 2018 annual stock option and cash awards, which vest over approximately two and one half years following the grant date subject to the NEOs continued employment. See the sections entitled "2018 Cash Bonus Plan Awards" and "2018 Annual Stock Option and Cash Awards" for additional information.
|
(3)
|
Mr. Onopchenko joined us as Chief Operating Officer in October 2017 and was promoted to Chief Executive Officer in May 2018. Mr. Onopchenko did not serve as our NEO during 2016 so no compensation information has been provided for him for that year.
|
(4)
|
This amount reflects the base salary paid to Mr. Onopchenko during 2018. In connection with his appointment as Chief Executive Officer, Mr. Onopchenko's base salary was increased to $600,000 pursuant to an Employment Agreement entered into between us and Mr. Onopchenko on May 2, 2018.
|
(5)
|
Mr. Onopchenko received a one-time, cash sign-on bonus of $667,000 in connection with his promotion to Chief Executive Officer. In addition, he received a one-time, discretionary cash bonus of $100,000 relating to his performance during 2018, which was paid in February 2019. Mr. Onopchenko was not eligible to participate in the 2018 Cash Bonus Plan.
|
(6)
|
This amount reflects the base salary paid to Mr. Mahboob during 2018. Mr. Mahboob's base salary was increased to $420,000 pursuant to an Amended and Restated Employment Agreement entered into between us and Mr. Mahboob on December 4, 2018.
|
(7)
|
Dr. Thompson joined us as Chief Medical Officer in December 2016. Dr. Thompson did not serve as our NEO during 2016 or 2017 so no compensation information has been provided for him for those years.
|
(8)
|
This amount reflects the base salary paid to Dr. Thompson during 2018. Effective October 6, 2018, Dr. Thompson's base salary was increased to $435,000 pursuant to an Amended and Restated Employment Agreement entered into between us and Dr. Thompson on December 4, 2018.
|
(9)
|
Mr. Hayden joined us as General Counsel in August 2017. Mr. Hayden did not serve as our NEO during 2016 or 2017 so no compensation information has been provided for him for those years.
|
(10)
|
This amount reflects the base salary paid to Mr. Hayden during 2018. Effective October 6, 2018, Mr. Hayden's base salary was increased to $375,000 pursuant to an Amended and Restated Employment Agreement entered into between us and Mr. Hayden on December 4, 2018.
|
(11)
|
Mr. McDermott stepped down from his role as Chief Executive Officer in May 2018.
|
(12)
|
This amount reflects the base salary paid to Mr. McDermott for serving as Chief Executive Officer during 2018.
|
(13)
|
This amount reflects the grant date fair value of certain RSU award modifications resulting from the extension of the vesting provisions of the awards consistent with the terms of the McDermott Severance Agreement. There were no new equity grants to Mr. McDermott during 2018. As required by the applicable SEC rules and regulations, the grant date fair value has been calculated in accordance with FASB ASC Topic 718. However, the amount does not necessarily reflect the actual value received by Mr. McDermott as a result of the modification of the applicable RSU awards or upon any potential future sale of the underlying shares.
|
(14)
|
This amount reflects the grant date fair value of certain stock option award modifications resulting from the extension of the vesting provisions of the awards consistent with the terms of the McDermott Severance Agreement. There were no new equity grants to Mr. McDermott during 2018. As required by the applicable SEC rules and regulations, the grant date fair value has been calculated in accordance with FASB ASC Topic 718. However, the amount does not necessarily reflect the actual value received by Mr. McDermott as a result of the modification of the applicable stock option awards or upon any potential future sale of the underlying shares.
|
(15)
|
This reflects amounts paid to Mr. McDermott consistent with the terms of the McDermott Severance Agreement in connection with him stepping down as Chief Executive Officer, and includes: (i) a cash severance payment equal to 18 months of base salary in the amount of $858,000, (ii) a prorated cash bonus for 2018 in the amount of $199,629, (iii) consulting fees in the amount of $146,001, and (iv) a payment for accrued but unpaid PTO in the amount of $96,608. See the section entitled "McDermott Severance Agreement" for additional information.
|
Name
|
Grant Date
|
Estimated Payouts Under Non-Equity Incentive Plan Awards
(1)
|
All Other Stock Awards: Number of Shares of Stock or Units(#)
|
All Other Option Awards: Number of Securities Underlying Options(#)
(2)
|
Exercise or Base Price of Securities Underlying Options(#)
(3)
|
Grant Date Fair Value of Stock Options and RSUs
($)
(4)
|
|||||||
Target
|
Maximum
|
||||||||||||
John Onopchenko
(5)
|
5/2/2018
|
—
|
|
—
|
|
—
|
|
19,864
|
|
$43.60
|
|
$450,002
|
|
12/30/2018
|
—
|
|
—
|
|
60,443
(6)
|
|
—
|
|
—
|
|
$450,000
|
|
|
Vaseem Mahboob
|
1/25/2018
|
$209,000
|
|
$246,489
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12/30/2018
|
—
|
|
—
|
|
—
|
|
22,561
|
|
$7.45
|
|
$92,887
|
|
|
12/30/2018
|
—
|
|
—
|
|
20,147
(7)
|
|
—
|
|
—
|
|
$150,000
|
|
|
12/30/2018
|
—
|
|
—
|
|
26,863
(8)
|
|
—
|
|
—
|
|
$200,000
|
|
|
Matthew Thompson, M.D.
|
1/25/2018
|
$180,000
|
|
$212,288
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12/30/2018
|
—
|
|
—
|
|
—
|
|
22,561
|
|
$7.45
|
|
$92,886
|
|
|
12/30/2018
|
—
|
|
—
|
|
47,011
(9)
|
|
—
|
|
—
|
|
$350,001
|
|
|
Jeremy Hayden
|
1/25/2018
|
$157,500
|
|
$185,752
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12/30/2018
|
—
|
|
—
|
|
—
|
|
21,644
|
|
$7.45
|
|
$89,110
|
|
|
John McDermott
(10)
|
1/25/2018
|
$572,000
|
|
$786,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The amounts in these columns represent the potential payouts under our 2018 Cash Bonus Plan based on the achievement of pre-determined Company and individual performance objectives. See the section entitled "2018 Cash Bonus Plan Awards" for additional information.
|
(2)
|
The amount in this column for Mr. Onopchenko reflects a promotion grant of time-based stock options, which vest as to one-third of the shares on each of the first three anniversaries of the grant date. The amounts in this column for our other NEOs represent the grant of time-based stock options, which vest as to 100% of the shares on the first anniversary of the grant date, subject to the NEOs continued employment with us. These grants reflect the equity portion of the 2018 annual stock option and cash awards, which consist of 18% equity awards and 82% cash awards. The cash portion of these awards, which is not reflected in the table above, is payable as to 41% of the award amount on June 30, 2020 and the remaining 41% on June 30, 2021, in each case subject to our NEO’s continued employment with us. See the section entitled "2018 Stock Option and Cash Awards" for additional information.
|
(3)
|
Stock options are granted with an exercise price equal to the closing price of our common stock on the grant date.
|
(4)
|
The grant date fair value of stock options is equal to the Black Scholes value on the grant date, multiplied by the number of shares of our common stock underlying the stock options. The grant date fair value of RSUs is equal to the closing price of our common stock on the grant date, multiplied by the number of shares of our common stock underlying the RSUs.
|
(5)
|
Mr. Onopchenko was not eligible to participate in the 2018 Cash Bonus Plan.
|
(6)
|
This amount reflects a promotion grant of time-based RSUs issued in connection with Mr. Onopchenko’s appointment as our Chief Executive Officer, which vest as to one-third of the shares on each of the first three anniversaries of the grant date.
|
(7)
|
This amount reflects a retention award of time-based RSUs which vest as to 50% of the shares on each of the first two anniversaries of the grant date, subject to Mr. Mahboob’s continued employment with us.
|
(8)
|
This amount reflects a retention award of performance-based RSUs, which will vest based upon the achievement of Company performance objectives that will be determined by the Compensation Committee. To the extent the performance objectives are not achieved, these RSUs will vest as to 100% of the shares on the third anniversary of the grant date, subject to Mr. Mahboob’s continued employment with us.
|
(9)
|
This amount reflects a retention award of time-based RSUs which vest as to one-third of the shares on each of the first three anniversaries of the grant date, subject to Dr. Thompson’s continued employment with us.
|
(10)
|
Mr. McDermott’s payment pursuant to the 2018 Cash Bonus Plan, as well as additional compensation paid to him in 2018, was governed by the McDermott Severance Agreement. See the sections entitled "2018 Cash Bonus Plan Awards" and "McDermott Severance Agreement" for additional information.
|
|
Stock Options
|
Restricted Stock Units
|
|||||||||||||
Name
|
Number of Shares Underlying Unexercised Options Exercisable (#)
|
Number of Shares Underlying Unexercised Options Unexercisable (#)
(1)
|
Option Exercise Price ($)
(2)
|
Option Expiration Date
(3)
|
Number of RSUs That Have Not Vested (#)
|
Market Value of RSUs that Have Not Vested ($)
(4)
|
|||||||||
John McDermott
|
12,500
|
|
—
|
|
35.40
|
|
7/6/2019
|
|
|
||||||
7,110
|
|
—
|
|
43.60
|
|
5/20/2020
|
|
|
|||||||
8,200
|
|
—
|
|
82.60
|
|
5/25/2021
|
|
|
|||||||
25,664
|
|
10,567
(5)
|
|
75.30
|
|
2/4/2026
|
|
|
|||||||
5
|
|
4,144
(5)
|
|
48.20
|
|
5/31/2027
|
|
|
|||||||
10,697
|
|
12,153
(5)
|
|
48.20
|
|
5/31/2027
|
|
|
|||||||
John Onopchenko
|
83
|
|
203
(6)
|
|
53.00
|
|
10/30/2027
|
5,660
(9)
|
40,526
|
|
|||||
5,468
|
|
13,280
(6)
|
|
53.00
|
|
10/30/2027
|
60,443
(10)
|
432,772
|
|
||||||
—
|
|
6,880
(7)
|
|
43.60
|
|
5/2/2028
|
|
|
|||||||
—
|
|
12,984
(7)
|
|
43.60
|
|
5/2/2028
|
|
|
|||||||
Vaseem Mahboob
|
2,211
|
|
614
(6)
|
|
135.60
|
|
10/15/2025
|
2,500
(11)
|
17,900
|
|
|||||
8,610
|
|
2,267
(6)
|
|
135.60
|
|
10/15/2025
|
2,764
(12)
|
19,790
|
|
||||||
8,212
|
|
3,382
(5)
|
|
75.30
|
|
2/4/2026
|
1,106
(10)
|
7,919
|
|
||||||
4,353
|
|
3,075
(5)
|
|
48.20
|
|
5/31/2027
|
20,147
(13)
|
144,253
|
|
||||||
19
|
|
3,552
(5)
|
|
48.20
|
|
5/31/2027
|
26,863
(14)
|
192,339
|
|
||||||
—
|
|
22,561
(8)
|
|
7.45
|
|
12/30/2018
|
|
|
|||||||
Matthew Thompson, M.D.
|
4,953
|
|
4,954
(6)
|
|
69.10
|
|
12/1/2026
|
2,500
(11)
|
17,900
|
|
|||||
180
|
|
346
(5)
|
|
48.20
|
|
5/31/2027
|
47,011
(10)
|
336,599
|
|
||||||
3,392
|
|
5,081
(5)
|
|
48.20
|
|
5/31/2027
|
|
|
|||||||
—
|
|
22,561
(8)
|
|
7.45
|
|
12/30/2028
|
|
|
|||||||
Jeremy Hayden
|
2,373
|
|
7,127
(6)
|
|
42.10
|
|
8/21/2027
|
4,750
(9)
|
34,010
|
|
|||||
5,490
|
|
8,611
(6)
|
|
42.10
|
|
8/21/2027
|
|
|
|||||||
—
|
|
21,644
(8)
|
|
7.45
|
|
12/30/2028
|
|
|
(1)
|
The vesting of these stock options may fully accelerate upon a change in control transaction pursuant to written agreements entered into between us and each of our NEOs.
|
(2)
|
All stock options are granted with an exercise price equal to the closing price of our common stock on the grant date.
|
(3)
|
All stock options expire on the date that is 10 years following the grant date.
|
(4)
|
The amounts in this column are based on the closing price of our common stock on December 31, 2018, which was $7.16 per share.
|
(5)
|
These time-based stock options vest in equal monthly installments over 48 months, such that all options may become fully vested upon the fourth anniversary of the grant date.
|
(6)
|
These time-based stock options vest as to 25% of the shares on the first anniversary of the grant date and then in equal monthly installments over the next three years such that all options may become fully vested upon the fourth anniversary of the grant date.
|
(7)
|
These time-based stock options vest as to one-third of the shares on each of the first three anniversaries of the grant date.
|
(8)
|
These time-based stock options vest as to 100% of the shares on the first anniversary of the grant date.
|
(9)
|
These performance-based RSUs will vest based upon the achievement of Company performance objectives that will be determined by the Compensation Committee. To the extent the performance objectives are not achieved, these RSUs will vest as to 100% of the shares on the fourth anniversary of the grant date.
|
(10)
|
These time-based RSUs vest as to one-third of the shares on each of the first three anniversaries of the grant date.
|
(11)
|
These time-based RSUs vest as to one-half of the shares 18 months following the grant date, and as to the remaining one-half of the shares on the third anniversary of the grant date.
|
(12)
|
These performance-based RSUs will vest based upon the achievement of Company performance objectives that have been determined by Compensation Committee. It is probable that the performance objectives will not be achieved. To the extent the performance objectives are not achieved, these RSUs will vest as to 100% of the shares on the fourth anniversary of the grant date.
|
(13)
|
These time-based RSUs vest as to one-half of the shares on the first anniversary of the grant date and as to the remaining one-half of the shares on the second anniversary of the grant date.
|
(14)
|
These performance-based RSUs will vest based upon the achievement of Company performance objectives that will be determined by the Compensation Committee. To the extent the performance objectives are not achieved, these RSUs will vest as to 100% of the shares on the third anniversary of the grant date.
|
|
Stock Options
|
Restricted Stock Units
|
||||||
Name
|
Exercise Date
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
(1)
|
Vesting Date
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)
(2)
|
||
John McDermott
|
3/27/2018
|
25,000
|
$365,000
|
2/5/2018
|
3,537
|
$146,432
|
||
5/10/2018
|
15.538
|
$320,081
|
5/28/2018
|
1,605
|
$90,683
|
|||
5/10/2018
|
2,168
|
$44,661
|
6/30/2018
|
3,537
|
$200,194
|
|||
Vaseem Mahboob
|
—
|
—
|
—
|
2/5/2018
|
1,105
|
$45,747
|
||
Matthew Thompson, M.D.
|
—
|
—
|
—
|
5/15/2018
|
3,100
|
$150,970
|
(1)
|
Consistent with applicable SEC rules and regulations, the value realized upon exercise of the stock options is determined based upon the difference between closing price of our common stock on the relevant exercise date and the exercise price of the stock option.
|
(2)
|
Consistent with applicable SEC rules and regulations, the value realized upon the vesting of the RSUs is based on the closing price of our common stock on the relevant vesting dates.
|
Name
|
Payment or Benefit
|
Involuntary Termination
(Prior to Change in Control)
|
Involuntary Termination
(After Change in Control)
|
|||||
John Onopchenko
|
Continuation of base salary
(1)
|
$
|
1,200,000
|
|
|
$
|
1,200,000
|
|
Bonus payment
(2)
|
$
|
600,000
|
|
|
$
|
900,000
|
|
|
Equity award vesting acceleration
(3)
|
$
|
40,526
|
|
|
$
|
473,297
|
|
|
Continuation of benefits
(4)
|
$
|
36,000
|
|
|
$
|
36,000
|
|
|
Vaseem Mahboob
|
Continuation of base salary
(5)
|
$
|
420,000
|
|
|
$
|
630,000
|
|
Bonus payment
(6)
|
$
|
231,000
|
|
|
$
|
231,000
|
|
|
Equity award vesting acceleration
(7)
|
$
|
170,064
|
|
|
$
|
382,194
|
|
|
Continuation of benefits
(8)
|
$
|
12,000
|
|
|
$
|
36,000
|
|
|
Matthew Thompson, M.D.
|
Continuation of base salary
(5)
|
$
|
435,000
|
|
|
$
|
652,500
|
|
Bonus payment
(6)
|
$
|
195,750
|
|
|
$
|
195,750
|
|
|
Equity award vesting acceleration
(7)
|
$
|
354,499
|
|
|
$
|
354,499
|
|
|
Continuation of benefits
(8)
|
$
|
12,000
|
|
|
$
|
36,000
|
|
|
Jeremy Hayden
|
Continuation of base salary
(9)
|
$
|
187,500
|
|
|
$
|
562,500
|
|
Bonus payment
(6)
|
$
|
168,750
|
|
|
$
|
168,750
|
|
|
Equity award vesting acceleration
(10)
|
$
|
0
|
|
|
$
|
34,010
|
|
|
Continuation of benefits
(8)
|
$
|
12,000
|
|
|
$
|
36,000
|
|
(1)
|
The executive is entitled to receive a payment equal to base salary for 24 months both "Prior to Change in Control" and "After Change in Control."
|
(2)
|
"
Prior to Change in Control" this amount equals 100% of the target bonus for 2018 and assumes the target level of performance was achieved. "After Change in Control" this amount equals 150% of the target bonus for 2018, which would have become payable regardless of Company performance relative to the target performance level.
|
(3)
|
"Prior to Change in Control" includes the fair market value of the outstanding equity awards granted to Mr. Onopchenko under our equity incentive plans that will become vested and exercisable within 12 months of December 31, 2018. "After Change in Control" includes the fair market value of all unvested equity awards outstanding as of December 31, 2018, which will vest in full upon a change in control. Fair market value was calculated based on the number of equity awards for which vesting would have been accelerated, multiplied by the closing price of our common stock on December 31, 2018, which was $7.16 per share (and for stock options is calculated as the difference between such closing price and the relevant exercise prices).
|
(4)
|
Represents continuation of COBRA payments for 18 months both "Prior to Change in Control" and "After Change in Control." COBRA Payments may be extended for an additional six months in limited circumstances.
|
(5)
|
"
Prior to Change in Control" the executive is entitled to receive a payment equal to base salary for 12 months. "After Change in Control" the executive is entitled to receive a payment equal to base salary for 18 months.
|
(6)
|
"
Prior to Change in Control" this amount equals 100% of the target bonus for 2018 and assumes the target level of performance was achieved. "After Change in Control" this amount equals 100% of the target bonus for 2018, which would have become payable regardless of Company performance relative to the target performance level.
|
(7)
|
"Prior to Change in Control" includes the fair market value of the outstanding equity awards granted to the executive under our equity incentive plans that solely have time-based vesting requirements, which will vest upon an involuntary termination of employment. "After Change in Control" includes the fair market value of all unvested equity awards outstanding as of December 31, 2018, which will vest in full upon a change in control. Fair market value was calculated based on the number of equity awards for which vesting would have been accelerated, multiplied by the closing price of our common stock on December 31, 2018, which was $7.16 per share (and for stock options is calculated as the difference between such closing price and the relevant exercise prices).
|
(8)
|
"
Prior to Change in Control" represents continuation of COBRA payments for six months. "After Change in Control" represents continuation of COBRA payments for 18 months. COBRA payments may be extended for an additional six months in limited circumstances.
|
(9)
|
"
Prior to Change in Control" the executive is entitled to receive a payment equal to base salary for six months. "After Change in Control" the executive is entitled to receive a payment equal to base salary for 18 months.
|
(10)
|
"Prior to Change in Control" there are no outstanding equity awards that would accelerate or continue to vest following the date of termination. "After Change in Control" includes the fair market value of all unvested equity awards outstanding as of December 31, 2018, which will vest in full upon a change in control. Fair market value was calculated based on the number of equity awards for which vesting would have been accelerated, multiplied by the closing price of our common stock on December 31, 2018, which was $7.16 per share (and for stock options is calculated as the difference between such closing price and the relevant exercise prices).
|
Position
|
Annual Cash Retainer Paid for Members
|
Annual Cash Retainer for Chair
(1)
|
Annual RSU Awards
($)
|
|||||||||
Board of Directors
|
$
|
36,000
|
|
|
$
|
—
|
|
|
$
|
90,000
|
|
|
Chairman of the Board or Lead Independent Director
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,000
(2)
|
|
|
Audit Committee
|
$
|
8,100
|
|
|
$
|
18,000
|
|
|
$
|
—
|
|
|
Compensation Committee
|
$
|
5,400
|
|
|
$
|
11,700
|
|
|
$
|
—
|
|
|
Governance Committee
|
$
|
4,500
|
|
|
$
|
8,100
|
|
|
$
|
—
|
|
|
(1)
|
Cash retainers for the chair of each committee are in lieu of, and not in addition to, the cash retainers paid for committee member service
|
(2)
|
The RSU grant to the Chairman of the Board or Lead Independent Director is in addition to the RSU grant for serving on the board of directors.
|
Name
|
Fees Earned or Paid in Cash
(1)
|
Restricted Stock Units
(2)
|
Total
|
||||||
Daniel Lemaitre
|
$
|
48,600
|
|
$
|
348,003
|
|
$
|
396,604
|
|
Guido J. Neels
|
$
|
52,200
|
|
$
|
90,000
|
|
$
|
142,200
|
|
Leslie V. Norwalk
|
$
|
45,450
|
|
$
|
90,000
|
|
$
|
135,450
|
|
Gregory D. Waller
|
$
|
58,500
|
|
$
|
90,000
|
|
$
|
148,500
|
|
Thomas C. Wilder, III
|
$
|
44,100
|
|
$
|
90,000
|
|
$
|
134,100
|
|
Thomas F. Zenty, III
|
$
|
41,400
|
|
$
|
90,000
|
|
$
|
131,400
|
|
(1)
|
The amounts in this column reflect annual cash retainers paid for service on our board of directors and for service on each committee on which the director is a member. Annual retainers are paid in quarterly installments and prorated for any portion of a year during which a director serves.
|
(2)
|
Amounts shown in this column do not necessarily reflect the actual value received or to be received by our non-employee directors. Instead, the amounts shown reflect the grant date fair values of equity awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair value of the awards, see Note 4 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2018. In accordance with applicable SEC rules, the amounts reported exclude the impact of estimated forfeitures related to service-based vesting conditions.
|
Director
|
Shares Underlying Outstanding Equity Awards (#)
|
Daniel Lemaitre
|
31,814
|
Guido J. Neels
|
17,088
|
Leslie V. Norwalk
|
12,414
|
Gregory D. Waller
|
12,088
|
Thomas C. Wilder, III
|
13,338
|
Thomas F. Zenty, III
|
12,089
|
Name and Address
|
Number of Shares Beneficially Owned
|
Percentage of Outstanding Shares
|
ArrowMark Colorado Holdings LLC
(1)
|
3,352,318
|
19.9%
|
Entities affiliated with First Light Focus Fund, LP
(2)
|
2,452,208
|
14.6%
|
Entities affiliated with Camber Capital Management LLC
(3)
|
930,000
|
5.6%
|
Entities affiliated with Brown Capital Management, LLC
(4)
|
897,731
|
5.4%
|
(1)
|
The amounts set forth in the table do not include an aggregate of 1,467,494 shares that the stockholder has the right to receive pursuant to the exercise of a pre-paid warrant to purchase common stock, the exercise of which is subject to and limited by a contractual 19.99% blocking provision set forth in the warrant. The address of ArrowMark is 100 Fillmore Street, Suite 325, Denver, CO 80206.
|
(2)
|
Based solely on a Schedule 13G filed with the SEC on April 10, 2019. First Light Focus Fund, LP, First Light Focus Fund GP, LLC, First Light Asset Management, LLC and Mathew P. Arens have reported shared voting and dispositive power with respect to these shares. The address of First Light is 3300 Edinborough Way, Suite 201, Edina, MN 55435.
|
(3)
|
Based solely on a Schedule 13G/A filed with the SEC on February 14, 2019. Camber Capital Management LLC and Stephen Dubois have reported shared voting and dispositive power with respect to these shares. The address of Camber is 101 Huntington Avenue, Suite 2101, Boston, MA 02199.
|
(4)
|
Based solely on a Schedule 13G/A filed with the SEC on February 14, 2019. Brown Capital Management, LLC (Brown Capital) reported beneficial ownership of these shares, which includes 3,299,753 shares held by The Brown Capital Management Small Company Fund, which is managed by Brown Capital. Brown Capital has reported sole voting power with respect to 567,756 shares and sole dispositive power with respect to 897,731 shares. The address of Brown Capital is 1201 N. Calvert Street, Baltimore, MD 21202.
|
Name and Address
|
Number of Shares Beneficially Owned
|
Percentage of Outstanding Shares
|
Daniel Lemaitre
(1)
|
23,974
|
*
|
Guido J. Neels
(2)
|
36,112
|
*
|
Leslie V. Norwalk
(3)
|
4,349
|
*
|
Gregory D. Waller
|
5,055
|
*
|
Thomas C. Wilder, III
(4)
|
6,356
|
*
|
Thomas F. Zenty, III
|
9,965
|
*
|
John Onopchenko
(5)
|
64,560
|
*
|
Vaseem Mahboob
(6)
|
53,238
|
*
|
Matthew Thompson
(7)
|
14,761
|
*
|
Jeremy Hayden
(8)
|
10,317
|
*
|
All directors and executive officers as a group (10 persons)
(9)
|
228,686
|
1.4%
|
(1)
|
Includes options to purchase 9,000 shares of our common stock that are exercisable within 60 days of April 5, 2019 and 4,681 restricted stock units subject to vesting within 60 days of April 5, 2019.
|
(2)
|
Includes options to purchase 5,000 shares of our common stock that are exercisable within 60 days of April 5, 2019.
|
(3)
|
Includes 325 restricted stock units subject to vesting within 60 days of April 5, 2019.
|
(4)
|
Includes 5106 shares held by Thomas & Catherine Wilder Family Trust. Also includes options to purchase 1,250 shares of our common stock that are exercisable within 60 days of April 5, 2019.
|
(5)
|
Includes options to purchase 14,155 shares of our common stock that are exercisable within 60 days of April 5, 2019 and 20,148 restricted stock units subject to vesting within 60 days of April 5, 2019.
|
(6)
|
Includes options to purchase 27,444 shares of our common stock that are exercisable within 60 days of April 5, 2019 and 1,250 restricted stock units subject to vesting within 60 days of April 5, 2019.
|
(7)
|
Includes options to purchase 10,704 shares of our common stock that are exercisable within 60 days of April 5, 2019 and 1,250 unvested restricted stock units subject to vesting within 60 days of April 5, 2019.
|
(8)
|
Includes options to purchase 10,317 shares of our common stock that are exercisable within 60 days of April 5, 2019.
|
(9)
|
Includes options to purchase 77,870 shares of our common stock that are exercisable within 60 days of April 5, 2019 and 27,654 restricted stock units subject to vesting within 60 days of April 5, 2019.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(#)
|
Weighted average exercise price of outstanding options
($)
(5)
|
Number of securities remaining available for future issuance
(#)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
||||
2015 Stock Incentive Plan, as amended
(1)
|
1,289,100
|
|
$
|
44.66
|
|
230,847
|
|
2006 Stock Incentive Plan, as amended
(2)
|
234,574
|
|
$
|
102.49
|
|
—
|
|
2006 Amended and Restated Employee Stock Purchase Plan
|
—
|
|
$
|
—
|
|
38,396
|
|
Equity compensation plans not approved by security holders:
|
|
|
|
||||
Inducement Grants to New Employees in Connection with
TriVascular Merger
(3)
|
67,216
|
|
$
|
75.74
|
|
—
|
|
2017 Inducement Plan
(4)
|
146,473
|
|
$
|
27.59
|
|
235,300
|
|
Total
|
1,737,363
|
|
|
504,543
|
|
(1)
|
Includes 368,367 RSUs.
|
(2)
|
Includes 15,353 RSUs.
|
(3)
|
Includes 8,632 RSUs.
|
(4)
|
Includes 30,367 RSUs.
|
(5)
|
Calculation excludes RSUs granted pursuant to the respective plans, which are not granted with an exercise price.
|
|
December 31,
|
|||||
|
2018
|
2017
|
||||
Audit Fees
(1)
|
$
|
1,554,975
|
|
$
|
1,536,963
|
|
Audit-Related Fees
(2)
|
$
|
—
|
|
$
|
—
|
|
Tax Fees
(3)
|
$
|
—
|
|
$
|
—
|
|
All Other Fees
|
$
|
—
|
|
$
|
—
|
|
Total Fees
|
$
|
1,554,975
|
|
$
|
1,536,963
|
|
(1)
|
Includes fees for professional services rendered for the audit of our annual consolidated financial statements and the audit of management’s assessment of the design and operating effectiveness of our internal control over financial reporting in our annual reports on Form 10-K, selected statutory audits, and reviews of our consolidated financial statements included in our quarterly reports on Form 10-Q.
|
(2)
|
Includes fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.
|
(3)
|
Includes professional services for preparation of federal and state corporation income tax returns for the years ended 2016 and 2017.
|
(1)
|
Filed herewith.
|
ENDOLOGIX, INC.
|
||
|
|
|
By:
|
|
/
S
/ J
OHN
O
NOPCHENKO
|
|
|
John Onopchenko
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ JOHN ONOPCHENKO
|
|
Chief Executive Officer and Director
|
|
April 30, 2019
|
(John Onopchenko)
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ VASEEM MAHBOOB
|
|
Chief Financial Officer
|
|
April 30, 2019
|
(Vaseem Mahboob )
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
|
|
|
||
*
|
|
Chairman of the Board
|
|
April 30, 2019
|
(Dan Lemaitre)
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
April 30, 2019
|
(Thomas F. Zenty III)
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
April 30, 2019
|
(
Thomas C. Wilder
)
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
April 30, 2019
|
(
Guido J. Neels
)
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
April 30, 2019
|
(Gregory D. Waller)
|
|
|
|
|
|
|
|
||
*
|
|
Director
|
|
April 30, 2019
|
(Leslie V. Norwalk)
|
|
|
|
|
*By:
|
/s/ VASEEM MAHBOOB
|
|
(Vaseem Mahboob )
|
|
(Attorney-in-Fact)
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Endologix, Inc.; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
April 30, 2019
|
By:
|
/s/ JOHN ONOPCHENKO
|
|
|
John Onopchenko
|
|
|
Chief Executive Officer and Director
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Endologix, Inc.; and
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
April 30, 2019
|
By:
|
/s/ VASEEM MAHBOOB
|
|
|
Vaseem Mahboob
|
|
|
Chief Financial Officer
|