Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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1.
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To elect two Class II directors named in the proxy statement to hold office until our 2023 Annual Meeting of Stockholders, or until their respective successors have been duly elected or appointed;
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2.
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To approve an amendment to our 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under such plan;
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To approve an amendment to our 2007 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance under such plan;
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4.
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Advisory vote to approve the compensation of our named executive officers;
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5.
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021; and
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6.
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To transact any other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or any adjournment or postponement of the meeting.
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By order of the Board of Directors,
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/s/ JOSHUA H. LEVINE
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Joshua H. Levine
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President and Chief Executive Officer
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Why did I receive a Notice of Internet Availability of Proxy Materials?
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We are pleased to again be using the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials to their stockholders primarily over the Internet instead of mailing printed copies of those materials to each stockholder. On October 1, 2020, we mailed to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K (the “Annual Report”), online. The Notice of Internet Availability of Proxy Materials also instructs you as to how to vote over the Internet or by telephone.
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This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. However, if you would prefer to receive printed proxy materials or your proxy materials by email and have not previously elected to do so, please follow the instructions included in the Notice of Internet Availability of Proxy Materials to submit your request. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
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Why am I receiving these proxy materials?
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You are receiving this Proxy Statement because you were a stockholder of record or beneficial owner at the close of business on the Record Date. As such, you are invited to attend our Annual Meeting and are entitled to vote on the items of business described in this Proxy Statement. This Proxy Statement contains important information about the Annual Meeting and the items of business to be transacted at the Annual Meeting. You are strongly encouraged to read this
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Proxy Statement and Annual Report, which include information that you may find useful in determining how to vote.
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Who is entitled to attend and vote at the Annual Meeting?
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Stockholders as of the Record Date are entitled to attend and to vote at the Annual Meeting.
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How many shares are outstanding?
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On the Record Date, 91,201,458 shares of our common stock were issued and outstanding. Each share of common stock outstanding on the Record Date is entitled to one vote on each item brought before the stockholders at the Annual Meeting. We do not have cumulative voting for directors.
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How many shares must be present or represented to conduct business at the Annual Meeting (that is, what constitutes a quorum)?
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The presence at the Annual Meeting, in person (virtually) or represented by proxy, of the holders of at least a majority of the shares of our common stock issued and outstanding as of the Record Date and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business. If, however, a quorum is not present, in person (virtually) or represented by proxy, then no business shall be conducted and the chairperson of the Annual Meeting may adjourn the Annual Meeting until a later time.
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What items of business will be voted on at the Annual Meeting?
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The items of business to be voted on at the Annual Meeting are as follows:
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1.
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The election of two Class II directors named in the Proxy Statement to hold office until our 2023 Annual Meeting of Stockholders, or until their respective successors have been duly elected or appointed;
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2.
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The approval of an amendment to our 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under such plan;
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3.
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The approval of an amendment to our 2007 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance under such plan;
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4.
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An advisory vote to approve the compensation of our named executive officers; and
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5.
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The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021.
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What happens if additional matters are presented at the Annual Meeting?
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The only items of business that our Board intends to present at the Annual Meeting are set forth in this Proxy Statement. As of the date of this Proxy Statement, no stockholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the Annual Meeting. However, if any other matter or matters are properly brought before the Annual Meeting, the person(s) named as your proxyholder(s) or you, if you are attending in person (virtually),
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will have the discretion to vote your shares on such matters in accordance with their best judgment and as they deem advisable.
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What shares can I vote at the Annual Meeting?
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You may vote all of the shares you owned as of the Record Date, including shares held directly in your name as the stockholder of record and all shares held for you as the beneficial owner through a broker or other nominee, such as a bank.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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Most of our stockholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those beneficially owned.
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Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record, and we are sending our proxy materials directly to you. As the stockholder of record, you have the right to vote in person (virtually) or direct a proxyholder to vote your shares on your behalf at the Annual Meeting by following the procedures set forth in the Notice for voting over the Internet or by telephone, or if you have received printed proxy materials, by signing and dating the enclosed proxy card and returning it to us in the enclosed postage-paid return envelope.
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Beneficial Owner. If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of those shares and they are considered to be held in street name for your account. Proxy materials are made available to you together with a voting instruction card by delivery to your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee to vote your shares as you instruct with your voting instruction card. The bank, broker or other nominee will vote your shares at the Annual Meeting as you have instructed on your voting instruction card.
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How can I vote my shares without attending the Annual Meeting?
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If you hold shares directly as the stockholder of record, you may direct how your shares are voted without attending the Annual Meeting by voting on the Internet, by phone or by proxy card. If you provide specific instructions with regard to items of business to be voted on at the Annual Meeting, your shares will be voted as you instruct on those items. If you just sign your proxy card with no further instructions, or if you submit your proxy by telephone or internet, but do not direct your vote on particular items, your shares will be voted in accordance with the Board’s recommendation on those items. If you hold your shares in street name as a beneficial owner, you may generally vote on the Internet, by phone or by submitting a voting instruction card to your bank, broker or other nominee. If you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee will
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only be able to vote your shares with respect to the routine matter of the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021. Please see “What is a broker non-vote?” below.
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How can I attend the Annual Meeting virtually?
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We will be hosting the Annual Meeting via live audio webcast only. Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/ARAY2020.
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The Annual Meeting live audio webcast will start at 9:00 a.m. Pacific Time on Friday, November 20, 2020. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures. In order to enter the meeting, you will need the control number. The control number will be included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Instructions on how to attend and participate online are available at www.virtualshareholdermeeting.com/ARAY2020.
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Even if you plan to attend the Annual Meeting, we recommend that you also vote by Internet, telephone or sign and date the proxy card or voting instruction card and return it promptly in order to ensure that your vote will be counted if you later decide not to, or are unable to, attend the Annual Meeting.
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What if I have technical difficulties during the check-in time or during the Annual Meeting?
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If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page. Please be sure to check in by 8:45 a.m. Pacific Time on November 20, 2020, the day of the Annual Meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins.
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Can I change my vote or revoke my proxy?
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You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (i) submitting a new proxy bearing a later date (including voting again by internet or telephone), which automatically revokes your earlier proxy, (ii) providing a written notice of revocation to our Corporate Secretary at our principal executive offices prior to the Annual Meeting, or (iii) attending the Annual Meeting and voting in person (virtually). However, attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. If you are a beneficial owner, you may generally
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change your vote by voting again by Internet or phone or by submitting a new, later-dated voting instruction card to your bank, broker or other nominee. However, you should contact your bank, broker or other nominee for specific instructions.
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What is a “broker non-vote”?
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Brokers that hold shares in street name for the benefit of their clients, banks, brokers and other nominees have the discretion to vote such shares on routine matters only. At the Annual Meeting, only the ratification of the appointment of our independent registered public accounting firm is considered a routine matter. Therefore, if you do not otherwise instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may vote your shares on this matter only. Your bank, broker or other nominee will not be able to vote your shares for the election of two Class II directors, the amendment to our 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under such plan; the amendment to our 2007 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance under such plan; the advisory vote to approve the compensation of our named executive officers; or any other matters properly brought before the Annual Meeting without your specific instruction because these are not considered routine matters. A “broker non-vote” occurs when a broker or other nominee does not receive timely instructions from the beneficial owner and therefore cannot vote such shares on the matter.
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How are “broker non-votes” counted?
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Broker non-votes will be counted as present at the Annual Meeting for the purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be considered to be present and entitled to vote or votes cast for purposes of tabulating the voting results for any non-routine matter. Accordingly, broker non-votes, if any, will have no effect on the outcome of the votes at the Annual Meeting.
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What happens if the Annual Meeting is adjourned?
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If our Annual Meeting is adjourned until another time and information about the time and location that the meeting will be continued is announced at the time of adjournment, no additional notice will be provided, unless the adjournment is for more than 30 days, in which case a notice of the time and location will be given to each stockholder of record entitled to vote at the Annual Meeting. Any items of business that might have been properly transacted at the Annual Meeting may be transacted after any adjournment.
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Who will serve as inspector of elections?
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A representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as Inspector of Elections at the Annual Meeting.
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What should I do in the event that I receive more than one set of proxy materials?
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You may receive more than one copy of the Notice of Internet Availability of Proxy Materials or more than one set of these proxy solicitation materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction
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cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card from each brokerage account in which you hold shares. In addition, if you are a stockholder of record and your shares are registered in more than one name, you may receive more than one Notice of Internet Availability of Proxy Materials or proxy card. Please vote over the Internet, by telephone, or sign, date and return each proxy card and voting instruction card that you receive to ensure that all of your shares are voted.
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We have adopted a procedure called “householding,” which the SEC has approved, where we deliver a single copy of the Notice of Internet Availability of Proxy Materials and, if applicable, the proxy materials to multiple stockholders who share the same address. Please see “Stockholders Sharing the Same Address” for further information regarding householding and how to request additional copies of the materials or enroll in householding.
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Who is soliciting my vote and who will bear the costs of this solicitation?
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The proxy is being solicited on behalf of our Board. The Company will bear the entire cost of solicitation of proxies, including preparation, Internet posting, assembly, printing and mailing of this Proxy Statement. In addition to solicitation by mail, our directors, officers and employees may also solicit proxies in person , by telephone, by electronic mail or by other means of communication. We will not pay any additional compensation to our directors, officers or other employees for soliciting proxies. We have retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of approximately $15,000 plus reasonable out-of-pocket costs and expenses. Copies of the proxy materials will be furnished to banks, brokers and other nominees holding beneficially owned shares of our common stock, who will forward the proxy materials to the beneficial owners. We are required to reimburse brokers and other nominees for the costs of forwarding the proxy materials.
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Where can I find the voting results of the Annual Meeting?
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We intend to announce preliminary voting results at the Annual Meeting and publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
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What is the deadline for submitting proposals for consideration at next year’s Annual Meeting of stockholders or to nominate individuals to serve as directors?
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As a stockholder, you may be entitled to present proposals for action at a future annual meeting of stockholders, including director nominations. Please refer to “—Stockholder Proposals” and “—Recommendations and Nominations of Director Candidates” below.
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Name
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Term
Expires
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Age
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Director
Since
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Class II Directors/Nominees
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Beverly A. Huss
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2020
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60
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2018
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Louis J. Lavigne, Jr.
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2020
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72
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2009
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Class I Directors
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Anne B. Le Grand
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2022
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69
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2020
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Richard Pettingill
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2022
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72
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2012
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Joseph E. Whitters
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2022
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62
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2018
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Class III Directors
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Elizabeth Dávila
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2021
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76
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2008
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Joshua H. Levine
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2021
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62
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2012
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James M. Hindman
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2021
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59
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2019
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•
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Historical Grant Practices. The Compensation Committee and the Board considered the number of equity awards that we granted in the last three fiscal years. In fiscal years 2018, 2019, and 2020, we granted equity awards covering 3,030,914 shares, 4,744,882 shares, and 4,732,427 shares of our common stock, respectively, for a total of approximately 12,508,223 shares over that three-year period.
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Forecasted Grants. The Compensation Committee and the Board reviewed a forecast that considered the following factors in order to project the rate at which shares of our common stock will be issued under the Amended 2016 Plan: (i) the shares of our common stock available for issuance in the form of new grants under the 2016 Plan and (ii) forecasted future grants, determined based on our stock price and the competitive dollar value to be delivered to the participant. However, we determine the size of equity awards to be granted based on such value, and therefore, our actual share usage could deviate significantly from our forecasted share usage if our stock price on the date the award is granted is significantly different from the stock price assumed in the forecast. For example, if our stock price on the date the award is granted is significantly lower than the stock price assumed in the forecast, we would need a larger number of shares than the number projected by the forecast in order to deliver the same value to participants.
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Number of Shares Remaining under Stock Incentive Plans. As of June 30, 2020, we had three outstanding stock incentive plans: the 2016 Plan, the 2007 Plan, and the 1998 Stock Incentive Plan (the “1998 Plan”). As of June 30, 2020, the number of shares of our common stock that remained available for issuance in the form of new grants under the 2016 Plan was 2,183,764 shares plus any shares of our common stock subject to outstanding equity awards granted under our 2016 Plan and 2007 Plan that are added or return to the 2016 Plan under the 2016 Plan’s terms and (ii) there were no shares of our common stock that remained available for issuance under our 2007 Plan and 1998 Plan. As of the same date, the total number of shares of our common stock covered by outstanding equity awards under our existing stock incentive plans was 8,507,172, which consisted of (i) 5,356,705 shares of our common stock subject to outstanding, unexercised options (with a weighted average exercise price of $3.91 and a weighted term of 7.36 years) and (ii) 3,150,467 shares of our common stock subject to outstanding unvested awards of restricted stock units (“RSUs”), market-based performance units (“MSUs”), and other performance units (“PSUs”). As of August 31, 2020, there have been no material changes to the foregoing numbers.
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Proxy Advisory Firm Guidelines. In light of our significant institutional stockholder base, the Compensation Committee and the Board considered proxy advisory firm guidelines.
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Award Type
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Annual Number of Shares or Dollar Value
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Stock Options
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Maximum of 4,000,000 shares of our common stock
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Stock Appreciation Rights
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Maximum of 4,000,000 shares of our common stock
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Restricted Stock
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Maximum of 2,000,000 shares of our common stock
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Restricted Stock Units
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Maximum of 2,000,000 shares of our common stock
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Performance Shares
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Maximum of 2,000,000 shares of our common stock
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Performance Units
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Maximum initial value of $10,000,000
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Number of
Shares
Subject to
Options
Granted
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Average Per
Share Exercise
Price of Option
Grants
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Number of
Shares Subject
to RSUs, PSUs,
and MSUs
Granted
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Dollar Value of
Options and
RSUs, PSUs, and
MSUs Granted(1)
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Joshua H. Levine
President and Chief Executive Officer
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923,020
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$2.60
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418,490
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$2,167,823
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Shig Hamamatsu
Senior Vice President, Chief Financial Officer
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196,010
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$2.60
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88,870
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$460,355
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Suzanne Winter(2)
Senior Vice President, Chief Commercial Officer
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—
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—
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—
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—
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Patrick Spine
Senior Vice President, Chief Administrative Officer
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118,210
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$2.60
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53,600
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$277,643
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Jesse Chew
Senior Vice President, General Counsel and Corporate Secretary
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122,360
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$2.60
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55,480
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$287,385
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Lionel Hadjadjeba(2)
Former Senior Vice President, Chief Commercial Officer
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—
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—
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—
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—
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Andy Kirkpatrick
Former Senior Vice President, Chief Operations Officer
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212,630
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$2.60
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96,400
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$499,375
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Executive officers as a group
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1,572,230
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$2.60
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712,840
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$3,692,579
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Non-employee director group
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—
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—
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349,932
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$1,074,993
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Non-executive officers employee group
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180,150
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$2.60
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863,495
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$2,588,481
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(1)
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Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718.
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(2)
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No awards were granted under the Existing 2016 Plan to Ms. Winter or Mr. Hadjadjeba in fiscal 2020.
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The actual number of shares of our common stock that will be purchased under the Amended ESPP cannot be determined because such number will depend on a number of indeterminable factors (including the number of participants, the rates at which participants make contributions to the Amended ESPP, and the market price of our common stock). However, in fiscal years 2018, 2019, and 2020, the numbers of shares of our common stock purchased under the ESPP were 921,583 shares, 911,741 shares, and 1,136,096 shares, respectively.
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325 employees participated in the most recently completed offering period, purchasing approximately 612,382 shares of our common stock (with an approximate value of $1.29 million on the date of purchase) at a purchase price of $1.785 per share. As of June 30, 2020, approximately 806 employees were eligible to participate in the ESPP.
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As of June 30, 2020, there were 319 employees participating in the offering period then in progress under the ESPP.
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We provide reasonable base salaries. We target our NEO base salaries at the middle of the competitive market (as reported in the Radford April 2019 High-Tech Industry Survey) for companies with $200 million to $500 million in annual revenue and based on an analysis of the compensation practices of a peer group of 13 medical device companies with whom we compete for executive talent. After moderately increasing the annual base salaries for certain of our NEOs, including our CEO, as part of the Company’s annual executive compensation review, our Board, as a result of the COVID-19 pandemic, approved temporary base salary reductions of 25% for our CEO and 15% for all other NEOs for the period from June 1, 2020 through December 31, 2020. Please see “Compensation Discussion and Analysis—Base Salary” below for additional information regarding base salaries.
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We link pay to performance.
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Elimination of fiscal 2020 annual cash incentive awards. Due in part to the uncertainties of the COVID-19 pandemic and its impact or anticipated impact on the Company and its performance, including its potential impact on revenue and cash generation, fiscal 2020 annual cash incentive awards were eliminated (other than for Ms. Winter who had a contractually guaranteed annual cash incentive award pursuant to the terms of her employment agreement). However, if the fiscal 2020 annual cash incentive awards had not been eliminated, the awards would have funded, in accordance with the funding methodology established at the beginning of the year, at approximately 79% of the target level. Accordingly, had the annual cash incentive awards not been eliminated for fiscal 2020, each NEO who would have been eligible to receive an annual cash incentive award (other than our CEO and Messrs. Kirkpatrick and Hadjadjeba who left the company prior to the end of fiscal 2020) would have received approximately 79% of his or her target cash incentive award opportunity, ranging from $182,537 to $242,997, and our CEO would have received an annual cash incentive award of $688,867. In the aggregate, a total of $1,296,938 in annual cash incentive awards were eliminated for our NEOs, including our CEO.
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Reduction in the aggregate grant date fair value of fiscal 2020 annual “refresh” equity awards to our NEOs. The aggregate grant date fair value of each NEO’s fiscal 2020 annual “refresh” equity awards was decreased by over 28% relative to the aggregate grant date fair value of such NEO’s fiscal 2019 annual “refresh” equity awards (other than Ms. Winter, who was not an employee of the Company in fiscal 2019 and Mr. Hadjadjeba, who was terminated from the Company prior to the grant of fiscal 2020 annual “refresh” equity awards). Specifically, for fiscal 2020, each NEO, other than our CEO, Ms. Winter and Mr. Hadjadjeba, was granted an option to purchase shares of our common stock ranging from 118,210 shares to 212,630 shares and RSU awards for amounts ranging from 53,600 shares to 96,400 shares of our common stock. Please see “Compensation Discussion and Analysis—Long-term Incentive Compensation” below for additional information regarding our long-term incentive compensation program.
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•
|
Adjusted mix of CEO fiscal 2020 annual “refresh” awards to include a performance-based PSU award. Instead of 100% stock options as was the case in fiscal 2019, our Board adjusted the mix of our CEO’s fiscal 2020 annual “refresh” equity awards such that approximately 50% of the grant date fair value of such awards was comprised of a performance-based PSU award and the balance consisted of an option to purchase shares of our common stock. Specifically, for fiscal 2020, our CEO was granted an option to purchase 923,020 shares of our common stock and a PSU award for 418,490 shares of our common stock. The PSU award would only have vested if the Company’s fiscal 2020 revenue from all regions (excluding any product revenue from China) exceeded the Company’s annual operating plan for such regions by $8.0 million (the “Performance Goal”). The Compensation Committee determined that the Performance Goal was not met and the PSU award was cancelled. Please see “Compensation Discussion and Analysis—Long-term Incentive Compensation—Performance-based PSU Award” below for additional information regarding the PSU award granted to our CEO.
|
•
|
Performance requirements for MSU plan performance periods ending in fiscal 2020 were not met. With respect to the market stock unit (“MSU”) awards granted in fiscal 2017 and 2018, the Compensation Committee calculated the number of shares of our common stock earned using a sliding scale based on stock price performance above and below the Russell 2000 Index, up to a maximum of 150% of the target number of shares. Each of the MSU awards granted in fiscal 2017 and 2018 had two performance periods, beginning on November 1, 2016 for those granted in fiscal 2017 (with each performance period ending October 31, 2018 and October 31, 2019, respectively) and beginning on November 1, 2017 for those granted in fiscal 2018 (with each performance period ending October 31, 2019 and October 31, 2020, respectively). For the second performance period related to the fiscal 2017 MSU program (“2017 MSU Program”) and the first performance period related to the fiscal 2018 MSU program (“2018 MSU Program”), the Compensation Committee determined that the performance requirements were not met and all MSUs with respect to such performance periods were cancelled.
|
•
|
We provide reasonable change in control and severance arrangements. Each NEO’s employment agreement has reasonable post-employment cash payment and benefit levels and contains a “double trigger” acceleration provision for unvested and unearned equity awards in the event of a change in control of the Company. For the terms of the employment agreements for our CEO and the other NEOs, please refer to the information set forth under “—Employment, Change in Control and Severance Arrangements”.
|
•
|
We maintain sound corporate governance standards. We have adopted the following executive compensation policies and practices:
|
•
|
Independent Compensation Consultant. The Compensation Committee has engaged its own independent compensation consultant.
|
•
|
We mitigate unnecessary compensation-related risk. We have implemented robust Board and management-level processes to identify compensation-related risks, and we mitigate undue risk with business controls, including limits on payout levels under our annual cash incentive award plan and a compensation recovery (“clawback”) policy that applies to both our annual cash incentive award and long-term incentive compensation plans.
|
•
|
We have adopted stock ownership requirements. The Compensation Committee believes it is important for our executives, including our NEOs, and non-employee directors to hold a minimum amount of our equity securities in order to align their interests with those of our stockholders. Consistent with this belief, we have adopted stock ownership requirements for our executives and non-employee directors. All of our executives and non-employee directors are in compliance or are on track to be in compliance with these stock ownership requirements.
|
•
|
No hedging or pledging transactions allowed. Our insider trading policy prohibits all of our employees, including our NEOs, and non-employee directors from engaging in any speculative transactions in Company securities, including purchasing on margin, holding Company securities in margin accounts, purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), engaging in short sales, engaging in transactions in derivative securities or engaging in any other forms of hedging transactions. Our employees, including our NEOs, and our non-employee directors are also prohibited from pledging or using Company securities as collateral for loans.
|
•
|
We do NOT engage in the following compensation practices:
|
•
|
We generally do not provide perquisites or other personal benefits to our NEOs, except for those who are employed internationally in accordance with local customs.
|
•
|
We do not currently offer pension arrangements, retirement plans (other than our Section 401(k) employee savings plan), or nonqualified deferred compensation plans or arrangements to our senior executives, including our NEOs, except for those who are employed internationally in accordance with local customs and regulations.
|
•
|
We do not provide excise tax gross-ups.
|
|
| |
Fiscal Year
Ended June 30,
|
|||
Service Category
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$2,154,283
|
| |
$2,300,550
|
Audit Related Fees
|
| |
—
|
| |
—
|
Tax Fees
|
| |
10,739
|
| |
12,797
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$2,165,021
|
| |
$2,313,347
|
(1)
|
Audit fees primarily consist of fees for professional services performed for the audit of our consolidated annual financial statements and the review of our unaudited quarterly financial statements. Audit fees also include fees for the audit of our internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, issuance of consents and fees for statutory audits.
|
1.
|
The Audit Committee has reviewed and discussed our audited financial statements for fiscal 2020 with our management.
|
2.
|
The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
|
3.
|
The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton LLP its independence.
|
4.
|
Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, for filing with the SEC.
|
Named Executive Officer
|
| |
Title
|
Joshua H. Levine
|
| |
President and Chief Executive Officer (“CEO”)
|
Shigeyuki (“Shig”) Hamamatsu
|
| |
Senior Vice President and Chief Financial Officer (“CFO”)
|
Suzanne Winter(1)
|
| |
Senior Vice President, Chief Commercial Officer
|
Patrick Spine
|
| |
Senior Vice President, Chief Administrative Officer
|
Jesse Chew
|
| |
Senior Vice President, General Counsel and Corporate Secretary
|
Lionel Hadjadjeba(2)
|
| |
Former Senior Vice President, Chief Commercial Officer
|
Andy Kirkpatrick(3)
|
| |
Former Senior Vice President, Chief Operations Officer
|
(1)
|
Ms. Winter joined the Company effective October 21, 2019.
|
(2)
|
Mr. Hadjadjeba was terminated from the Company effective August 31, 2019.
|
(3)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
•
|
Generated gross system dollars into backlog of $379.4 million (measured on a constant foreign currency basis using exchange rates set in the fourth quarter of fiscal 2019), which was 103% of the pre-established target level under our Company Bonus Plan;
|
•
|
Achieved total revenue of $384.9 million (measured on a constant foreign currency basis using exchange rates set in the fourth quarter of fiscal 2019), which was 91% of the pre-established target level under our Company Bonus Plan; and
|
•
|
Achieved adjusted EBITDA (excluding bonus accrual and certain other costs) of $33.9 million, which was 87% of the pre-established target level under our Company Bonus Plan.
|
•
|
in-person meetings with investors, including at the Company’s headquarters;
|
•
|
in-person presentations at industry conferences, which included individual one-on-one meetings; and
|
•
|
one-on-one investor calls over the course of the fiscal year, including following the Company’s quarterly conference calls.
|
|
What We Heard
|
| |
What We Did
|
| |
How Our Changes Addresses What We
Heard
|
|
|
Equity awards granted in fiscal 2019 should have included performance-based awards to better link executive pay with Company performance
|
| |
Adjusted the mix of our CEO’s annual “refresh” equity awards to add a PSU award, which represented approximately 50% of the aggregate grant date fair value of our CEO’s fiscal 2020 annual “refresh” equity awards.
|
| |
The Compensation Committee and the independent members of our Board believe that granting our CEO a PSU award in fiscal 2020 directly addresses the feedback that performance-based equity awards should be included in our CEO’s target total direct compensation.
In addition, the Compensation Committee and the independent members of our Board believe that this change addresses stockholder feedback in a meaningful way for two principal reasons. First, the PSU award contained a rigorous performance goal requiring the Company’s fiscal 2020 revenue (excluding any product revenue from China) to be at least $8.0 million, or over 2%, above our annual operating plan in order for any PSUs to vest, which directly linked our CEO’s long-term incentive compensation to Company performance. Based on our historical revenue plans and past
|
|
|
What We Heard
|
| |
What We Did
|
| |
How Our Changes Addresses What We
Heard
|
|
|
|
| |
|
| |
Company performance, the independent members of our Board believed that this performance goal would be sufficiently challenging to incentivize performance. Second, the PSU award, coupled with our CEO's target annual cash incentive award opportunity, represented approximately 52% of his fiscal 2020 target total direct compensation, putting a significant portion of our CEO’s direct compensation “at-risk” based on achievement of performance goals.
|
|
|
Equity award value granted in fiscal 2019 was too high
|
| |
For each NEO, including our CEO, the aggregate grant date fair value of such NEO’s fiscal 2020 annual “refresh” equity awards was decreased by over 28% relative to the aggregate grant date fair value of such NEO’s fiscal 2019 annual “refresh” equity awards (other than Ms. Winter, who was not an employee of the Company in fiscal 2019, and Mr. Hadjadjeba, who was terminated from the Company prior to the grant of fiscal 2020 annual “refresh” equity awards).
|
| |
The Compensation Committee and the independent members of our Board believe that the feedback regarding the fiscal 2019 equity award values being too high was directly addressed by the greater than 28% reduction in value of our NEOs’ fiscal 2020 annual “refresh” equity awards. In addition, the Compensation Committee and the independent members of our Board believe that such change addressed stockholder feedback in a meaningful way because the grant date fair value of our NEO’s fiscal 2020 annual “refresh” equity awards were reduced to a level below the middle of the competitive market based on the Relevant Market Data (as defined below).
|
|
(i)
|
approved temporary base salary reductions of 25% for our CEO and 15% for our other NEOs effective June 1, 2020 through December 31, 2020 and
|
(ii)
|
eliminated the annual cash incentive award for fiscal 2020 under our Company Bonus Plan, which represented, on average, over 26% of our NEOs target total direct compensation for fiscal 2020 (other than our CEO whose annual cash incentive award represented 23% of his target total direct compensation for fiscal 2020).
|
Element
|
| |
Primary Objectives
|
|||
Base Salary
|
| |
•
|
| |
Fairly and competitively compensate our executive officers
|
|
•
|
| |
Provide a fixed component to the compensation program
|
||
|
| |
|
|||
Annual Cash
Incentives
|
| |
•
|
| |
Reinforce performance-based culture
|
|
•
|
| |
Provide executive officers incentive to achieve challenging corporate performance objectives
|
||
|
•
|
| |
Align corporate performance objectives with our business strategy
|
||
|
| |
|
|||
Long-Term
Incentive
Compensation
|
| |
•
|
| |
Align executive officer interests to those of our stockholders
|
|
•
|
| |
Serve as an important retention tool in a highly competitive environment
|
||
|
•
|
| |
Incentivize future performance of our executive officers to execute our long-term strategy and create value for our stockholders
|
||
|
•
|
| |
Reward past corporate and individual performance
|
||
|
| |
|
What We Do
|
| |
What We Do Not Do
|
||||||
|
| |
Double-Trigger Equity Acceleration
|
| |
|
| |
No-Single Trigger Change in Control Arrangements
|
|
| |
Clawback Policy
|
| |
|
| |
No Special Perquisites
|
|
| |
Stock Ownership Requirements
|
| |
|
| |
No Special Retirement Plans
|
|
| |
Annual Risk Assessment
|
| |
|
| |
No Option Backdating or Repricing
|
|
| |
Annual Say-on-Pay Vote
|
| |
|
| |
No Hedging or Pledging
|
|
| |
Independent Compensation Consultant
|
| |
|
| |
No Tax Gross Ups
|
|
| |
Independent Compensation Committee
|
| |
|
| |
No Current Equity Compensation Plans with Evergreen Provisions
|
|
| |
|
| |
|
| |
No Guaranteed Base Salary Increases
|
|
| |
|
| |
|
| |
No Compensation Committee Interlock
|
•
|
“Double-Trigger” Equity Acceleration. Our executive officers’ employment agreements contain “double trigger” acceleration provisions for equity awards, which requires both a change in control of the Company and an involuntary termination of employment before the vesting of outstanding and unvested equity awards is accelerated.
|
•
|
Compensation Recovery (“Clawback”) Policy. Each of our Company Bonus Plan, 2007 Incentive Award Plan, and the 2016 Equity Incentive Plan include provisions allowing for potential recovery of performance-based or incentive compensation paid to our executive officers if (i) we are required to restate our financial results or materially reduce publicly disclosed backlog figures and (ii) the compensation received by our executive officers who received awards under such plans is greater than would have been paid or awarded if calculated based on the restated financial results or the materially reduced backlog figures.
|
•
|
Stock Ownership Requirements. We have adopted stock ownership requirements for our executive officers and non-employee directors. All of our executive officers and non-employee directors are in compliance with these stock ownership requirements or are on track to be in compliance within the applicable timeframe specified in such requirements.
|
•
|
Annual Risk Assessment. The Compensation Committee directs our independent compensation consultant to conduct an annual review of our compensation policies and practices and respective risk profiles as described in “Corporate Governance and Board of Directors Matters—Compensation Risk Considerations” below.
|
•
|
Annual Say-on-Pay Vote. We hold say-on-pay votes annually, which the Compensation Committee reviews to determine support of our executive compensation program as described in “Proposal Four—Advisory Vote to Approve the Compensation of Our Name Executive Officers” above.
|
•
|
Independent Compensation Consultant. The Compensation Committee has engaged its own independent compensation consultant.
|
•
|
Independent Compensation Committee. Each member of our Compensation Committee is independent under the applicable rules and regulations of the Securities and Exchange Commission, Nasdaq and the Internal Revenue Code applicable to Compensation Committee members and each member of the Compensation Committee is also “disinterested” under Rule 16b-3 of the Exchange Act of 1934, as amended.
|
•
|
No Single-Trigger Change in Control Arrangements. We do not provide our executive officers with single trigger change in control severance payments or benefits.
|
•
|
No Special Perquisites. Generally, we do not provide perquisites or other personal benefits to our executive officers, including our NEOs, except for Mr. Hadjadjeba who was employed by our Swiss subsidiary and received certain perquisites and other personal benefits in accordance with local custom. Our executive officers participate in our broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.
|
•
|
No Special Retirement Plans. We do not currently offer pension arrangements, retirement plans (other than our Section 401(k) employee savings plan) or nonqualified deferred compensation plans or arrangements to our executive officers, including our NEOs, except for Mr. Hadjadjeba who was employed by our Swiss subsidiary and received contributions to a pension fund in accordance with local custom and regulations.
|
•
|
No Option Backdating or Repricing. We do not allow backdating or repricing of our option awards.
|
•
|
No Hedging or Pledging. Our insider trading policy prohibits our employees, including our NEOs, and our non-employee directors from engaging any speculative transactions in our securities, including purchasing on margin, holding Company securities in margin accounts, purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), engaging in short sales, engaging in transactions in derivative securities or engaging in any other forms of hedging transactions. Our employees, including our NEOs, and our non-employee directors are also prohibited from pledging or using our securities as collateral for loans.
|
•
|
No Tax “Gross-Ups.” We do not provide excise tax “gross-ups” to our executive officers under any circumstances.
|
•
|
No Current Equity Compensation Plans with Evergreen Provisions. Our current equity compensation plans do not contain evergreen provisions.
|
•
|
No Guaranteed Base Salary Increases. We do not guarantee our executive officers base salary increases.
|
•
|
No Compensation Committee Interlock. There is no interlock among our Compensation Committee members as described in “Corporate Governance and Board of Directors Matters—Compensation Committee Interlocks and Insider Participation.”
|
•
|
Similar business focus (i.e., companies that develop and design highly technical medical devices);
|
•
|
Annual total revenue of approximately $200 million to $1.0 billion;
|
•
|
Market capitalization of up to approximately four times our market capitalization; and
|
•
|
Headquartered in the United States.
|
•
|
Employee population of up to approximately three and a half times our number of employees.
|
AngioDynamics, Inc.
|
| |
Meridian Bioscience Inc.
|
| |
RadNet Inc.
|
CONMED Corporation
|
| |
Merit Medical Systems, Inc.
|
| |
RTI Surgical Holdings, Inc.
|
Cutera, Inc.
|
| |
Natus Medical Incorporated
|
| |
Varex Imaging Corp.
|
Endologix Inc.
|
| |
Orthofix International N.V.
|
| |
ViewRay, Inc.
|
Lantheus Holdings, Inc.
|
| |
|
| |
|
Criteria
|
| |
Accuray
FY 2019
|
| |
Target for
Peer Group
|
| |
2020 Peer Group
Median (Data as
of 6/30/19)
|
Revenue ($MM)
|
| |
$419
|
| |
0.5x - 2.5x
|
| |
$347
|
Market Capitalization ($MM)
|
| |
$333
|
| |
0.5x - 4.0x
|
| |
$838
|
Employees
|
| |
947
|
| |
0.5x - 3.5x
|
| |
954
|
Named Executive Officer
|
| |
Fiscal 2019
Base Salary
|
| |
Fiscal 2020
Base Salary(1)
|
| |
% Change
|
Joshua H. Levine
|
| |
$724,200
|
| |
$559,425
|
| |
(22.75)%
|
Shig Hamamatsu
|
| |
$405,000
|
| |
$354,620
|
| |
(12.44)%
|
Suzanne Winter(2)
|
| |
$450,000
|
| |
$382,500
|
| |
(15.00)%
|
Patrick Spine
|
| |
$375,000
|
| |
$334,730
|
| |
(10.74)%
|
Jesse Chew(3)
|
| |
$375,000
|
| |
$334,730
|
| |
(10.74)%
|
Lionel Hadjadjeba(4)
|
| |
$560,654
|
| |
$570,895
|
| |
—
|
Andy Kirkpatrick(5)
|
| |
$415,000
|
| |
$427,500
|
| |
3.0%
|
(1)
|
Other than with respect to Messrs. Hadjadjeba and Kirkpatrick, the fiscal 2020 base salaries set forth in this table were effective June 1, 2020, reflecting the temporary reduction in base salary that was approved by our Board due in part to the uncertainties of the COVID-19 pandemic and its impact or anticipated impact on the Company and its performance. Prior to that, effective October 1, 2019, the base salaries of each of the NEOs were: $745,900 for Mr. Levine, $417,200 for Mr. Hamamatsu, $450,000 for Ms. Winter (effective at the start of her employment with the Company in October 2019), $393,800 for Mr. Spine and $393,800 for Mr. Chew. Mr. Hadjadjeba’s base salary, which was paid in Swiss Francs, remained unchanged from fiscal 2019. For Mr. Kirkpatrick, the fiscal 2020 base salary set forth in this table was effective October 1, 2019.
|
(2)
|
Ms. Winter joined the Company as Senior Vice President, Chief Commercial Officer in October 2019. The salary listed under “Fiscal 2019 Base Salary” for Ms. Winter reflects her base salary as of her start date at the Company.
|
(3)
|
Mr. Chew was not a NEO in fiscal 2019.
|
(4)
|
Mr. Hadjadjeba’s base salary was paid in Swiss Francs. Mr. Hadjadjeba’s base salary was CHF 557,520 at the end of fiscal 2019 as well as at the time of the termination of his employment from the Company effective August 31, 2019. The amounts set forth in the table above for Mr. Hadjadjeba for fiscal 2019 reflect the conversion from CHF to U.S. dollars using the average exchange rate of 1.00562 for fiscal 2019. The amount set forth in the table above for Mr. Hadjadjeba for fiscal 2020 reflects the conversion from CHF to U.S. dollars using the average exchange rate of 1.02399 for fiscal 2020.
|
(5)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
|
| |
Fiscal 2019 Target
|
| |
Fiscal 2020 Target(1)
|
||||||
Named Executive Officer
|
| |
(%)
|
| |
($)
|
| |
(%)
|
| |
($)
|
Joshua H. Levine
|
| |
120
|
| |
864,780
|
| |
120
|
| |
876,421
|
Shig Hamamatsu(2)
|
| |
65.7
|
| |
255,000
|
| |
75
|
| |
309,157
|
Suzanne Winter(3)
|
| |
N/A
|
| |
N/A
|
| |
80
|
| |
252,000
|
Patrick Spine
|
| |
60
|
| |
221,250
|
| |
60
|
| |
232,235
|
Jesse Chew(4)
|
| |
N/A
|
| |
N/A
|
| |
60
|
| |
232,235
|
Lionel Hadjadjeba(5)
|
| |
75
|
| |
419,450
|
| |
—
|
| |
—
|
Andy Kirkpatrick(6)
|
| |
75
|
| |
307,500
|
| |
75
|
| |
160,038
|
(1)
|
Target annual cash incentive awards for fiscal 2020 are calculated based upon base salary as defined in the Company Bonus Plan for our NEOs, which also reflects the temporary decrease in base salary for each NEO beginning June 1, 2020, other than Ms. Winter who was guaranteed a cash incentive award pursuant to her employment agreement with the Company and would be calculated without consideration of such base salary decrease.
|
(2)
|
With respect to fiscal 2019, Mr. Hamamatsu’s target annual cash incentive award opportunity was 50% of base salary effective July 1, 2018, which was increased to 75% of base salary effective November 19, 2018 in connection with his promotion to Chief Financial Officer. Mr. Hamamatsu’s target annual cash incentive award opportunity for fiscal 2019 was pro-rated based on the number of days before and after his appointment as Chief Financial Officer.
|
(3)
|
Ms. Winter joined the Company in in October 2019 and was not a NEO for fiscal 2019. Ms. Winter was guaranteed a cash incentive award opportunity of at least 60% of base salary (as defined in the Company Bonus Plan) pursuant to her employment agreement. In light of the contractually guaranteed cash incentive award opportunity, our Board determined that the temporary base salary decreases that were effective June 1, 2020 would not be taken into consideration when calculating her cash incentive award opportunity.
|
(4)
|
Mr. Chew was not a NEO for fiscal 2019.
|
(5)
|
Mr. Hadjadjeba’s target annual cash incentive award opportunity for fiscal 2019 was paid in Swiss Francs. The amounts set forth in the table above reflect the conversion from CHF to U.S. dollars using the average exchange rate of 1.00562 for fiscal 2019. Mr. Hadjadjeba’s employment with the Company was terminated effective August 31, 2019 and as such he did not receive a target annual cash incentive award opportunity for fiscal 2020.
|
(6)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
Performance Measure
|
| |
Weighting
|
| |
Target
|
| |
Threshold
|
| |
Actual Results
|
| |
% Plan
Attained
|
| |
% Weighted
Funding
|
Gross System Dollars into Backlog
|
| |
40%
|
| |
$367.2 million
|
| |
$330.4 million
|
| |
$379.4 million
|
| |
103
|
| |
43
|
Total Revenue
|
| |
40%
|
| |
$425.1 million
|
| |
$382.6 million
|
| |
$384.9 million
|
| |
91
|
| |
21
|
Adjusted EBITDA
|
| |
20%
|
| |
$39.0 million
|
| |
$29.3 million
|
| |
$33.9 million
|
| |
87
|
| |
15
|
|
| |
Target Annual Cash
Incentive Award
Opportunity
|
| |
Fiscal 2020
Hypothetical
Payout
($)(1)
|
|||
Named Executive Officer
|
| |
(%)
|
| |
($)
|
| ||
Joshua H. Levine
|
| |
120
|
| |
876,421
|
| |
688,867
|
Shig Hamamatsu
|
| |
75
|
| |
309,157
|
| |
242,997
|
Suzanne Winter(2)
|
| |
80
|
| |
252,000
|
| |
198,072
|
Patrick Spine
|
| |
60
|
| |
232,235
|
| |
182,537
|
Jesse Chew
|
| |
60
|
| |
232,235
|
| |
182,537
|
Andy Kirkpatrick(3)
|
| |
75
|
| |
160,038
|
| |
—
|
(1)
|
The fiscal 2020 hypothetical payout for each NEO was derived by multiplying the approximate 79% funding level by the gross cash wages (base salary) earned by such NEO during fiscal 2020 as calculated in accordance with the Company Bonus Plan, which includes the temporary base salary reductions for each NEO effective June 1, 2020 (other than Ms. Winter whose annual cash incentive award was guaranteed pursuant to her employment agreement).
|
(2)
|
Ms. Winter was guaranteed a cash incentive award opportunity of at least 60% of base salary (as defined in the Company Bonus Plan) pursuant to her employment agreement and as such her actual payout for fiscal 2020 was $189,000.
|
(3)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019 and as such was not eligible to receive an annual cash incentive award for fiscal 2020.
|
•
|
Our Board declined to exercise any discretion to adjust any of the performance goals related to any outstanding PSU or MSU awards despite the effect the COVID-19 pandemic was having on the Company’s performance;
|
•
|
The options granted to our executive officers in fiscal 2020 did not have any realizable value as of the last business day in fiscal 2020 due to our stock price performance; and
|
•
|
No shares of our common stock were earned or issued with respect to (i) the performance periods ending in fiscal 2020 for the MSU awards granted in fiscal 2017 and fiscal 2018 or (ii) the PSU award granted to our CEO as a result of the rigorous Performance Goal, which would have allowed our CEO to earn the PSU award only if above-plan revenue was achieved in the aggregate across all regions (excluding product revenue from China).
|
Name
|
| |
RSUs (#)(1)
|
| |
Stock Options
(#)(2)
|
| |
PSU(#)(3)
|
Joshua Levine
|
| |
—
|
| |
923,020
|
| |
418,490
|
Shig Hamamatsu
|
| |
88,870
|
| |
196,010
|
| |
—
|
Suzanne Winter(4)
|
| |
375,000(5)
|
| |
275,000
|
| |
—
|
Patrick Spine
|
| |
53,600
|
| |
118,210
|
| |
—
|
Jesse Chew
|
| |
55,480
|
| |
122,360
|
| |
—
|
Andy Kirkpatrick(6)
|
| |
96,400
|
| |
212,630
|
| |
—
|
(1)
|
Except as otherwise noted, each RSU award has a vesting commencement date of October 31, 2019 and vests over a three year period with 34% of the shares of our common stock subject to the award vesting on the first anniversary of the vesting commencement date and an additional 33% of the shares of our common stock subject to the award vesting on each of the second and third anniversaries of the vesting commencement date.
|
(2)
|
25% of the shares subject to each stock option vests and becomes exercisable on October 31, 2020 and the remaining shares vest monthly at the rate of 1/48th of the original number of shares subject to the option over the 36-month period thereafter.
|
(3)
|
Upon certification of achievement of the Performance Goal, 1/8th of the aggregate number of shares of common stock subject to the PSU award will vest on the last day of each fiscal quarter beginning with the first quarter of fiscal 2021 and ending on the fourth quarter of fiscal 2022, subject to our CEO’s continued service through such date. In August 2020, the Compensation Committee determined that the Performance Goal had not been met and the PSU award was cancelled.
|
(4)
|
Amounts in this row reflect the Inducement Awards granted to Ms. Winter in connection with her employment agreement with the Company, as a material inducement for her to accept employment with the Company.
|
(5)
|
The RSU award vests in equal annual installments over four years starting from October 31, 2019.
|
(6)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019 and the options and then-outstanding RSUs granted to him in fiscal 2020 were cancelled.
|
•
|
Non-Employee Directors: the number of shares having a value equal to at least three times the non-employee director’s regular annual cash retainer (excluding any committee retainer);Chief Executive Officer: the greater of (a) the number of shares having a value equal to three times his annual base salary and (b) 175,000 shares;
|
•
|
Chief Financial Officer and Chief Commercial Officer: the greater of (a) the number of shares having a value equal to one times his or her annual base salary and (b) 40,000 shares; and
|
•
|
All Other Executive Officers: the greater of (a) the number of shares having a value equal to one times his or her annual base salary and (b) 17,500 shares.
|
•
|
Assist us in retaining talented executives in a competitive market;
|
•
|
Permit our executive officers to focus on our business;
|
•
|
Eliminate any potential personal bias of an executive officer against a transaction that is in our best interests and the best interests of our stockholders;
|
•
|
Avoid the need for, and costs associated with, individually negotiating severance payments and benefits with our executive officers at the time of termination of employment; and
|
•
|
Provide us with the flexibility needed to react to a continually changing business environment.
|
•
|
our principal executive officer;
|
•
|
our principal financial officer during such fiscal year;
|
•
|
our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal 2020; and
|
•
|
two former executive officers who would have been among our three most highly-compensated executive officers had they remained executive officers at the end of fiscal 2020.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive
Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
Joshua H. Levine,
President and Chief
Executive Officer
|
| |
2020
|
| |
730,351
|
| |
—
|
| |
1,088,074
|
| |
1,079,749
|
| |
—
|
| |
8,910
|
| |
2,907,084
|
|
2019
|
| |
720,650
|
| |
—
|
| |
—
|
| |
3,035,338
|
| |
880,346
|
| |
8,658
|
| |
4,644,992
|
||
|
2018
|
| |
710,000
|
| |
—
|
| |
1,537,255
|
| |
518,357
|
| |
570,840
|
| |
16,323
|
| |
3,352,774
|
||
Shig Hamamatsu,
Senior Vice President,
Chief Financial Officer
|
| |
2020
|
| |
412,209
|
| |
—
|
| |
231,062
|
| |
229,293
|
| |
—
|
| |
8,305
|
| |
880,868
|
|
2019
|
| |
388,077
|
| |
—
|
| |
100,000
|
| |
644,426
|
| |
259,590
|
| |
8,598
|
| |
1,400,691
|
||
Suzanne Winter,(5)
Senior Vice President,
Chief Commercial Officer
|
| |
2020
|
| |
311,106
|
| |
339,000(6)
|
| |
975,000
|
| |
321,695
|
| |
—
|
| |
7,496
|
| |
1,954,297
|
Patrick Spine,
Senior Vice President,
Chief Administrative Officer
|
| |
2020
|
| |
387,059
|
| |
—
|
| |
139,360
|
| |
138,283
|
| |
—
|
| |
8,810
|
| |
673,512
|
|
2019
|
| |
368,750
|
| |
100,000
|
| |
—
|
| |
388,710
|
| |
225,233
|
| |
5,634
|
| |
1,088,326
|
||
Jesse Chew,(5)
Senior Vice President,
General Counsel and
Corporate Secretary
|
| |
2020
|
| |
387,059
|
| |
—
|
| |
144,248
|
| |
143,137
|
| |
—
|
| |
8,966
|
| |
683,410
|
Lionel Hadjadjeba,(7)
Former Senior Vice President,
Chief Commercial Officer
|
| |
2020
|
| |
95,149
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,055,693
|
| |
1,150,843
|
|
2019
|
| |
559,266
|
| |
—
|
| |
—
|
| |
698,595
|
| |
427,000
|
| |
192,531
|
| |
1,877,391
|
||
|
2018
|
| |
568,769
|
| |
—
|
| |
403,550
|
| |
145,373
|
| |
228,657
|
| |
166,474
|
| |
1,512,822
|
||
Andy Kirkpatrick,(8)
Senior Vice President,
Chief Operations Officer
|
| |
2020
|
| |
213,385
|
| |
—
|
| |
250,640
|
| |
248,735
|
| |
—
|
| |
65,535
|
| |
778,295
|
|
2019
|
| |
410,000
|
| |
—
|
| |
—
|
| |
698,595
|
| |
313,035
|
| |
8,824
|
| |
1,430,454
|
||
|
2018
|
| |
395,000
|
| |
—
|
| |
262,108
|
| |
94,368
|
| |
158,790
|
| |
8,943
|
| |
919,209
|
(1)
|
The amounts reported in this column represent the base salary amounts actually paid to each NEO during each respective fiscal year.
|
(2)
|
The amounts reported in this column represent the aggregate grant date fair value of stock options and stock awards granted in each respective fiscal year as determined in accordance with FASB ASC Topic 718. These amounts may not actually reflect to the actual value that will be realized by our NEOs. The assumptions used to calculate the value of stock awards and stock options are set forth under Note 1 and Note 12 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.
|
(3)
|
In May 2020, the independent members of our Board approved the elimination of the payment of the cash incentive awards under the Company Bonus Plan for fiscal 2020 and as such no amounts were earned by each NEO for fiscal 2020, other than Ms. Winter, who was guaranteed a cash incentive award under the Company Bonus Plan pursuant to her employment agreement. The payment of the guaranteed portion of the cash incentive award to Ms. Winter is included in the “Bonus” column. Had the cash incentive award payment not been eliminated, each NEO would have received the following amounts pursuant to the Company Bonus Plan for fiscal 2020, which would have been paid in fiscal 2021: $688,867 for Mr. Levine, $242,997 for Mr. Hamamatsu, $198,072 for Ms. Winter, $182,537 for Mr. Spine and $182,537 for Mr. Chew. Messrs. Hadjadjeba and Kirkpatrick were not employed with the Company as of the end of fiscal 2020 and as such would not have been eligible to earn the cash incentive award payment. For additional information, see “Compensation Discussion and Analysis —Annual Cash Incentives” above.
|
(4)
|
The amounts reported in the “All Other Compensation” column for fiscal 2020 consist of the following:
|
Name
|
| |
Company
Matching
Contribution
to 401(k)
Plan
($)
|
| |
Life
Insurance
Premiums
Paid by the
Company
($)
|
| |
Paid Time
Off Paid
upon
Termination
($)
|
| |
Company
Contribution
to Life
Insurance /
Pension
Fund
($)
|
| |
Corporate
Housing
Expenses
($)
|
| |
Severance
($)
|
| |
Car
Allowance
($)
|
Joshua Levine
|
| |
8,286
|
| |
624
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Shig Hamamatsu
|
| |
7,799
|
| |
505
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Suzanne Winter
|
| |
6,923
|
| |
573
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Patrick Spine
|
| |
8,332
|
| |
478
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Jesse Chew
|
| |
8,523
|
| |
443
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Lionel Hadjadjeba
|
| |
—
|
| |
—
|
| |
262,806
|
| |
21,262
|
| |
8,383
|
| |
759,147
|
| |
4,096
|
Andy Kirkpatrick
|
| |
4,347
|
| |
294
|
| |
60,894
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(5)
|
Ms. Winter and Mr. Chew were not named executive officers in fiscal 2018 or fiscal 2019.
|
(6)
|
Represents (i) the sign-on bonus in the amount of $150,000 paid to Ms. Winter pursuant to her employment agreement with the Company, which was paid in fiscal 2020, and (ii) $189,000 consisting of the fiscal 2020 cash incentive award that was guaranteed to Ms. Winter pursuant to her employment agreement.
|
(7)
|
For fiscal 2020, Mr. Hadjadjeba’s base salary severance payment and other benefits were paid in Swiss Francs or Euros. The amounts for fiscal 2020 set forth in the Fiscal 2020 Summary Compensation Table above and elsewhere in this Proxy Statement (unless otherwise stated) reflect the conversion from CHF to U.S. dollars using the average exchange rate of 1.02399 for fiscal 2020, except that the amount set forth in the table in footnote 4 above under “Corporate Housing Expenses” was paid in Euros and reflects the conversion from Euros to U.S. dollars using the average exchange rate of 1.10549 for fiscal 2020. Mr. Hadjadjeba’s employment with the Company was terminated effective August 31, 2019.
|
(8)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
|
| |
Grant
Date
|
| |
Date of
Board
Action
to Grant
the
Award
|
| |
Estimated Future Payouts Under
Non-
Equity Incentive Plan Awards(1)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
| |
All Other
Option
Awards:
Number of
Securities
Under- lying
Options
(#)
|
| |
Exercise or
Base Price
of Option
Awards
($/Sh)
|
| |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(2)
|
||||||||||||
Name
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||||||||
Joshua Levine
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
923,020(3)
|
| |
2.60
|
| |
1,079,749
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
418,490(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,088,074
|
Shig Hamamatsu
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
196,010(3)
|
| |
2.60
|
| |
229,293
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
88,870(5)
|
| |
—
|
| |
—
|
| |
231,062
|
Suzanne Winter
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
275,000(3)
|
| |
2.60
|
| |
321,695
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
375,000(6)
|
| |
—
|
| |
—
|
| |
975,000
|
|
| |
|
| |
|
| |
189,000
|
| |
252,000
|
| |
317,520
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Patrick Spine
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
118,210(3)
|
| |
2.60
|
| |
138,282
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53,600(5)
|
| |
—
|
| |
—
|
| |
139,360
|
Jesse Chew
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
122,360(3)
|
| |
2.60
|
| |
143,137
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
55,480(5)
|
| |
—
|
| |
—
|
| |
144,248
|
Andy Kirkpatrick(7)
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
212,630(3)
|
| |
2.60
|
| |
248,735
|
|
| |
10/31/19
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
96,400(5)
|
| |
—
|
| |
—
|
| |
250,640
|
(1)
|
The Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns refer to the potential payouts under our annual cash incentive plan, the Company Bonus Plan. In May 2020, the independent members of our Board approved the elimination of the payment of the cash incentive awards under the Company Bonus Plan for fiscal 2020 and as such no payouts were granted to each NEO for fiscal 2020, other than to Ms. Winter, who was guaranteed a cash incentive award pursuant to her employment agreement.
|
(2)
|
The amounts reported in this column represent the grant date fair value of each award, as determined in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of stock awards and stock options are set forth under Note 1 and Note 12 of the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10 K for the fiscal year ended June 30, 2020.
|
(3)
|
The shares of our common stock subject to stock options will vest over a four-year period, with 25% of the shares to vest upon completion of one year of service measured from the vesting commencement date, and the balance will vest in 36 successive equal monthly installments upon the completion of each additional month of service thereafter; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(4)
|
Represents the PSU award granted to Mr. Levine in fiscal 2020. Such award provides for a fixed amount of shares to be awarded to Mr. Levine upon achievement of the Performance Goal and as such does not have any thresholds or maximums (or equivalent items). Upon certification of achievement of the Performance Goal, 1/8th of the aggregate number of shares of common stock subject to the PSU award shall vest on the last day of each fiscal quarter beginning with the first quarter of fiscal 2021 and ending on the fourth quarter of fiscal 2022, subject to Mr. Levine’s continued service through such date. Please see “Compensation Discussion and Analysis—Fiscal 2020 Executive Compensation Program—Long-Term Incentive Compensation—Performance-Based PSU Award” for more information about the PSU award granted to Mr. Levine.
|
(5)
|
The shares of our common stock subject to the RSU award that will vest over a three year period with 34% of the shares of our common stock subject to the award vesting on the first anniversary of the vesting commencement date and the remaining shares vesting as to 33% of the award on the second anniversary of the vesting commencement date and 33% of the award on the third anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(6)
|
The shares of our common stock subject to the RSU award will vest over a four year period with 25% of the shares of our common stock subject to the award vesting annually on each anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(7)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
|
| |
|
| |
Option Awards(1)
|
| |
Stock Awards(2)
|
||||||||||||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
| |
Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(3)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not Vested
(#)(4)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not Vested
($)(3)
|
Joshua Levine
|
| |
11/30/12
|
| |
200,000
|
| |
—
|
| |
6.28
|
| |
11/30/22
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
11/30/16
|
| |
274,931
|
| |
31,969
|
| |
5.05
|
| |
11/30/26
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
9/29/17
|
| |
214,500
|
| |
97,500
|
| |
4.00
|
| |
9/29/27
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
11/30/18
|
| |
643,229
|
| |
981,771
|
| |
4.10
|
| |
11/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
10/31/19
|
| |
—
|
| |
923,020
|
| |
2.60
|
| |
10/31/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
11/30/16
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
30,700(5)
|
| |
62,321
|
| |
—
|
| |
—
|
||
|
9/29/17
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
66,500
|
| |
134,995
|
| |
—
|
| |
—
|
||
|
9/29/17
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
133,500(6)
|
| |
271,005
|
||
|
10/31/19
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
418,490(7)
|
| |
849,535
|
||
Shig Hamamatsu
|
| |
11/30/18
|
| |
136,563
|
| |
208,437
|
| |
4.10
|
| |
11/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
10/31/19
|
| |
—
|
| |
196,010
|
| |
2.60
|
| |
10/31/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
9/29/17
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
| |
101,500
|
| |
—
|
| |
—
|
||
|
10/31/19
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
88,870(5)
|
| |
180,406
|
| |
—
|
| |
—
|
|
| |
|
| |
Option Awards(1)
|
| |
Stock Awards(2)
|
||||||||||||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
| |
Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(3)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not Vested
(#)(4)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not Vested
($)(3)
|
Suzanne Winter
|
| |
10/31/19
|
| |
—
|
| |
275,000
|
| |
2.60
|
| |
11/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
10/31/19
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
375,000
|
| |
761,250
|
| |
—
|
| |
—
|
||
Patrick Spine
|
| |
4/30/18
|
| |
25,381
|
| |
21,484
|
| |
5.00
|
| |
4/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
11/30/18
|
| |
82,373
|
| |
125,727
|
| |
4.10
|
| |
11/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
10/31/19
|
| |
—
|
| |
118,210
|
| |
2.60
|
| |
10/31/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
4/30/18
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,374
|
| |
19,029
|
| |
—
|
| |
—
|
||
|
10/31/19
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53,600(5)
|
| |
108,808
|
| |
—
|
| |
—
|
||
|
4/20/18
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
18,750(6)
|
| |
38,063
|
||
Jesse Chew
|
| |
11/30/18
|
| |
85,104
|
| |
129,896
|
| |
4.10
|
| |
11/30/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
10/31/19
|
| |
—
|
| |
122,360
|
| |
2.60
|
| |
10/31/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
11/30/16
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,595
|
| |
3,238
|
| |
—
|
| |
—
|
||
|
10/31/17
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
10,000
|
| |
20,300
|
| |
—
|
| |
—
|
||
|
10/31/19
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
55,480(5)
|
| |
112,624
|
| |
—
|
| |
—
|
(1)
|
Unless otherwise described in the footnotes below, the shares of our common stock subject to stock options will vest over a four-year period, with 25% of the shares to vest upon completion of one year of service measured from the vesting commencement date, and the balance will vest in 36 successive equal monthly installments upon the completion of each additional month of service thereafter; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(2)
|
Unless otherwise described in the footnotes below, the shares of our common stock subject to RSU awards will vest over a four-year period with 25% of the shares of our common stock subject to the award vesting annually on each anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(3)
|
Market value of shares or units of common stock that have not vested is computed by multiplying (i) $2.03, the closing market price per share on the Nasdaq Global Select Market of our common stock on June 30, 2020, the last trading day of fiscal year 2020, by (ii) the number of shares or units of common stock.
|
(4)
|
The MSU awards reported are to be earned based on achieving certain pre-established target levels for the award performance metrics.
|
(5)
|
34% of the RSUs subject to the award will vest on the first anniversary of the vesting commencement date and the remaining shares vest as to 33% of the shares subject to the award on the second and third anniversary of the vesting commencement date; provided, however, if a vesting date falls on a day upon which the U.S. national securities markets are not open for trading, such vesting date shall be delayed until the next trading date.
|
(6)
|
Represents the target number of shares of our common stock subject to the second performance period under the MSU award, which will be earned if the performance goals for the performance period ending October 31, 2020 are met and certified by the Compensation Committee.
|
(7)
|
Upon certification of achievement of the Performance Goal, 1/8th of the aggregate number of shares of common stock subject to the PSU award shall vest on the last day of each fiscal quarter beginning with the first quarter of fiscal 2021 and ending on the fourth quarter of fiscal 2022, subject to executive’s continued service through such date. In August 2020, the Compensation Committee determined that the Performance Goal had not been met and the PSU award was cancelled.
|
|
| |
Stock Awards
|
|||
Name
|
| |
Number of
Shares
Acquired on
Vesting
(#)
|
| |
Value Realized
on Vesting
($)(1)
|
Joshua Levine
|
| |
215,950
|
| |
718,988
|
Shig Hamamatsu
|
| |
50,000
|
| |
138,250
|
Suzanne Winter
|
| |
—
|
| |
—
|
Patrick Spine
|
| |
4,688
|
| |
10,478
|
Jesse Chew
|
| |
7,595
|
| |
20,455
|
Lionel Hadjadjeba(2)
|
| |
17,000
|
| |
66,470
|
Andy Kirkpatrick(3)
|
| |
49,350
|
| |
166,541
|
(1)
|
The value realized was determined by multiplying the closing market price per share of our common stock on the date of vesting by the number of shares vested.
|
(2)
|
Mr. Hadjadjeba’s employment with the Company was terminated effective August 31, 2019.
|
(3)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019.
|
•
|
a lump sum payment equal to six months of the executive’s annual base salary,
|
•
|
reimbursement of insurance premiums payable to retain group health coverage as of the termination date for such executive and such executive’s eligible dependents under COBRA for six months,
|
•
|
either (i) if the termination date is on or after the payment date of the prior fiscal year bonus, then a prorated portion of the bonus such executive would have received for the fiscal year during which termination occurs, except that such bonus will not be prorated if the termination of employment occurs after the seventh month of the fiscal year, or (ii) if the termination date is before the payment of the prior fiscal year bonus, then the bonus such executive would have received for the prior fiscal year, and
|
•
|
outplacement assistance in accordance with our then-current policies and practices with respect to outplacement assistance for other executives for up to 12 months.
|
•
|
a lump sum payment equal to 12 months of his annual base salary,
|
•
|
reimbursement of insurance premiums payable to retain group health coverage as of the termination date for him and his eligible dependents under COBRA for 12 months,
|
•
|
either (i) if the termination date is on or after the payment date of the prior fiscal year bonus, then a prorated portion of the bonus he would have received for the fiscal year during which termination occurs, except that
|
•
|
outplacement assistance in accordance with our then-current policies and practices with respect to outplacement assistance for other executives for up to 12 months.
|
•
|
24 months of the executive’s annual base salary;
|
•
|
200% of the executive’s target annual bonus for the fiscal year during which termination occurs (but no less than 200% of the target bonus in effect for the fiscal year immediately before the change in control if the change in control occurs within the first 3 months of the fiscal year);
|
•
|
reimbursement of the insurance premiums payable to retain group health coverage as of the termination date for such executive and such executive’s eligible dependents under COBRA for 12 months;
|
•
|
with respect to each of the first 12 months following the termination date, a taxable monthly payment (which may be used for any purpose) equal to the amount of COBRA reimbursement the executive actually receives for such month;
|
•
|
full and immediate vesting of all outstanding and unvested equity awards, with any equity awards that are scheduled to vest based on the achievement of performance-based conditions (which may include additional service-based conditions) (“Performance-based Equity Awards”) vesting at target unless otherwise specified in the applicable Performance-based Equity Award’s award agreement; and
|
•
|
outplacement assistance in accordance with our then-current policies and practices with respect to outplacement assistance for other executives for up to 12 months.
|
•
|
the direct or indirect acquisition of beneficial ownership by a person or group of persons (other than trustees or other fiduciaries holding securities under a Company employee benefit plan or an entity in which the Company directly or indirectly beneficially owns at least 50% of the voting securities) of 50% or more of (i) the outstanding shares of the Company’s common stock or (ii) the combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors;
|
•
|
the consummation by the Company of a merger or consolidation which merger or consolidation results in (i) the holders of voting securities of the Company outstanding immediately before such merger or consolidation failing to continue to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the then outstanding voting securities of the corporation or entity resulting from or surviving such merger or consolidation or (ii) individuals who are directors of the Company just prior to such merger or consolidation not constituting more than 50% of the members of the Board of the surviving entity or corporation immediately after the consummation of such merger or consolidation; or
|
•
|
all or substantially all of the assets of the Company and its subsidiaries are, in any transaction or series of transactions, sold or otherwise disposed of (or consummation of any transaction, or series of related transactions, having similar effect), other than to an affiliate.
|
Benefits
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
(No Change
in Control)
($)
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
in connection
with a
Change in Control
($)
|
Base Salary Severance
|
| |
745,900
|
| |
1,491,800
|
Bonus Severance
|
| |
688,867
|
| |
1,790,160
|
Outplacement Assistance Payment
|
| |
10,000
|
| |
10,000
|
COBRA Premium Reimbursement
|
| |
18,556
|
| |
18,556
|
Health Coverage Taxable Payment
|
| |
—
|
| |
18,556
|
Options Acceleration
|
| |
—
|
| |
—
|
Stock Award Acceleration
|
| |
—
|
| |
197,316
|
Termination Notice Replacement Payment
|
| |
46,619
|
| |
—
|
Total
|
| |
1,509,942
|
| |
3,526,389
|
Benefits
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
(No Change
in Control)
($)
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
in connection
with a
Change in Control
($)
|
Base Salary Severance
|
| |
208,600
|
| |
834,400
|
Bonus Severance
|
| |
242,997
|
| |
625,800
|
Outplacement Assistance Payment
|
| |
10,000
|
| |
10,000
|
COBRA Premium Reimbursement
|
| |
10,902
|
| |
21,804
|
Health Coverage Taxable Payment
|
| |
—
|
| |
21,804
|
Options Acceleration
|
| |
—
|
| |
—
|
Stock Award Acceleration
|
| |
—
|
| |
281,906
|
Termination Notice Replacement Payment
|
| |
29,552
|
| |
—
|
Total
|
| |
502,051
|
| |
1,795,714
|
Benefits
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
(No Change
in Control)
($)
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
in connection
with a
Change in Control
($)
|
Base Salary Severance
|
| |
225,000
|
| |
900,000
|
Bonus Severance
|
| |
198,072
|
| |
720,000
|
Outplacement Assistance Payment
|
| |
10,000
|
| |
10,000
|
COBRA Premium Reimbursement
|
| |
16,483
|
| |
32,966
|
Health Coverage Taxable Payment
|
| |
—
|
| |
32,966
|
Options Acceleration
|
| |
—
|
| |
—
|
Stock Award Acceleration
|
| |
—
|
| |
761,250
|
Termination Notice Replacement Payment
|
| |
31,875
|
| |
—
|
Total
|
| |
481,430
|
| |
2,457,182
|
Benefits
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
(No Change
in Control)
($)
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
in connection
with a
Change in Control
($)
|
Base Salary Severance
|
| |
196,900
|
| |
787,600
|
Bonus Severance
|
| |
182,537
|
| |
472,560
|
Outplacement Assistance Payment
|
| |
10,000
|
| |
10,000
|
COBRA Premium Reimbursement
|
| |
5,165
|
| |
10,331
|
Health Coverage Taxable Payment
|
| |
—
|
| |
10,331
|
Options Acceleration
|
| |
—
|
| |
—
|
Stock Award Acceleration
|
| |
—
|
| |
127,837
|
Termination Notice Replacement Payment
|
| |
27,894
|
| |
—
|
Total
|
| |
422,496
|
| |
1,418,659
|
Benefits
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
(No Change
in Control)
($)
|
| |
Termination by
Company without
Cause or by NEO
for Good Reason
in connection
with a
Change in Control
($)
|
Base Salary Severance
|
| |
196,900
|
| |
787,600
|
Bonus Severance
|
| |
182,537
|
| |
472,560
|
Outplacement Assistance Payment
|
| |
10,000
|
| |
10,000
|
COBRA Premium Reimbursement
|
| |
940
|
| |
1,879
|
Health Coverage Taxable Payment
|
| |
—
|
| |
1,879
|
Options Acceleration
|
| |
—
|
| |
—
|
Stock Award Acceleration
|
| |
—
|
| |
136,162
|
Termination Notice Replacement Payment
|
| |
27,894
|
| |
—
|
Total
|
| |
418,271
|
| |
1,410,081
|
•
|
The median of the annual total compensation of all employees (other than Mr. Levine) of the Company (including our consolidated subsidiaries) was $107,213. This annual total compensation is calculated in accordance with Item 402(c)(2)(x) of Regulation S-K and reflects, among other things, salary and cash bonus earned during the fiscal year ended June 30, 2020.
|
•
|
Mr. Levine’s annual total compensation for the fiscal year ended June 30, 2020, as reported in the Fiscal 2020 Summary Compensation Table included in this Proxy Statement, was $2,907,084.
|
•
|
Based on the above, for fiscal 2020, the ratio of Mr. Levine’s annual total compensation to the median of the annual total compensation of all employees was approximately 27 to 1.
|
•
|
We determined the median of the annual total compensation of our employees as of June 30, 2020 at which time we (including our consolidated subsidiaries) had approximately 929 full-time and part-time employees, approximately 559 of who were U.S. employees, and approximately 370 of who were employees located outside of the United States. In considering our work force outside of the United States, and as permitted by the SEC’s de minimis exemption, we excluded from this pool employees located in certain non-U.S. jurisdictions for ease of data gathering. Specifically, we excluded all employees located in the United Arab Emirates (one employee), the Republic of Korea (one employee), Singapore (two employees), Lebanon (two employees), the Philippines (two employees), Brazil (three employee), Belgium (three employees), Canada (four employees), the Russian Federation (five employees), Spain (six employees), and Italy (13 employees) from the pool of employees used to identify our median employee. The aggregate number of employees we excluded, 42 employees, equals approximately 4.5% of our global employee population as of June 30, 2020. Excluding these employees resulted in the reduction of our employee pool to 887 employees (including approximately 559 and 328 U.S. and non-U.S. employees, respectively).
|
•
|
We then compared the sum of (i) the annual base salary of each of these employees for fiscal 2020, plus (ii) the total annual cash incentive bonus or commission, as applicable, earned by each of these employees for fiscal 2020 as reflected in our payroll records to determine the median employee. Compensation paid in foreign currency was converted to U.S. dollars using the average exchange rate as of June 30, 2020 for all currencies. In determining the median total compensation of all employees, we did not make any cost of living adjustments to the compensation paid to any employee outside of the U.S. Adjustments were made to annualize the compensation of permanent employees who were not employed by us for the entire year.
|
•
|
Our determination of the median employee yielded three median employees with the same median total compensation. After identifying these median employees, we determined their annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and, in order to utilize a more conservative approach and yield a higher pay ratio, selected the employee with the lower annual total compensation. This resulted in the median annual total compensation disclosed above. With respect to Mr. Levine’s annual total compensation, we used the amount reported in the “Total” column of our Fiscal 2020 Summary Compensation Table.
|
Name
|
| |
Fees Earned
or Paid in
Cash
($)
|
| |
Stock
Awards
($)(1)
|
| |
Total
($)
|
Elizabeth Dávila
|
| |
70,000
|
| |
149,999
|
| |
219,999
|
Jack Goldstein, Ph.D.
|
| |
60,313
|
| |
149,999
|
| |
210,312
|
James M. Hindman
|
| |
51,121
|
| |
174,998
|
| |
226,119
|
Beverly A. Huss
|
| |
60,453
|
| |
149,999
|
| |
210,452
|
Louis J. Lavigne, Jr.
|
| |
91,071
|
| |
149,999
|
| |
241,071
|
Richard Pettingill
|
| |
62,500
|
| |
149,999
|
| |
212,499
|
Robert S. Weiss(2)
|
| |
25,496
|
| |
—
|
| |
25,496
|
Joseph E. Whitters
|
| |
77,500
|
| |
149,999
|
| |
227,499
|
(1)
|
The amounts reported in this column represent the grant date fair value of the RSU awards granted in fiscal 2020, measured in accordance with FASB ASC Topic 718. See Note 1 and Note 12 of the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards. The following table provides additional information regarding each RSU award granted to the individuals who served as our non-employee directors in fiscal 2020, as well as the number of shares of our common stock subject to outstanding stock options and RSU awards held by them at the end of fiscal 2020:
|
Name
|
| |
Grant
Date
|
| |
Outstanding
Option
Awards at
June 30,
2020
|
| |
RSU
Awards
Granted
during fiscal
2020
|
| |
Outstanding
RSU
Awards at
June 30,
2020
|
Elizabeth Dávila
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
Jack Goldstein, Ph.D.
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
James M. Hindman
|
| |
9/30/19
|
| |
—
|
| |
9,025*
|
| |
—
|
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
Beverly A. Huss
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
Louis J. Lavigne, Jr.
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
Richard Pettingill
|
| |
—
|
| |
11,164
|
| |
—
|
| |
—
|
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
Robert S. Weiss(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Joseph E. Whitters
|
| |
11/29/19
|
| |
—
|
| |
48,701
|
| |
48,701
|
*
|
Represents the initial award granted to Mr. Hindman in connection with his appointment to our Board, prorated for the number of months Mr. Hindman served on our Board prior to November 16, 2019, the date of our 2019 Annual Meeting of Stockholders. Such award vested in full on November 16, 2019.
|
(2)
|
Mr. Weiss resigned from our Board of Directors effective November 16, 2019.
|
Committee
|
| |
Chairperson
retainer
($)
|
| |
Member
retainer
|
Audit Committee
|
| |
$25,000
|
| |
$10,000
|
Compensation Committee
|
| |
$15,000
|
| |
$7,500
|
Nominating and Corporate Governance Committee
|
| |
$10,000
|
| |
$5,000
|
|
| |
A
|
| |
B
|
| |
C
|
Plan category
|
| |
Number of
securities to be
issued upon exercise
of outstanding
options, warrants,
and rights
|
| |
Weighted average
exercise price of
outstanding options,
warrants, and
rights(1)
|
| |
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in Column A)
|
Equity compensation plans approved by security holders
|
| |
8,507,172(2)
|
| |
$3.91
|
| |
4,095,316(4)
|
Equity compensation plans not approved by security holders
|
| |
1,178,779(3)
|
| |
2.96
|
| |
61,196(5)
|
Total
|
| |
9,685,951
|
| |
$3.82
|
| |
4,156,512
|
(1)
|
The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units and performance stock units, which have no exercise price.
|
(2)
|
Includes 4,856,950 shares subject to outstanding stock options, 2,576,452 shares subject to outstanding RSU awards, and 569,440 shares subject to outstanding performance-based awards, all under our 2016 Equity Incentive Plan, and 499,755 shares subject to outstanding stock options and 4,575 shares subject to outstanding RSU awards, all under our 2007 Incentive Award Plan.
|
(3)
|
Includes 599,180 shares subject to outstanding stock options, 560,849 shares subject to outstanding RSU awards and 18,750 shares subject to outstanding performance-based MSU awards under (i) the Company’s Stand-Alone Inducement Restricted Stock Unit Agreement for Shig Hamamatsu; (ii) the Company’s Stand-Alone Inducement Restricted Stock Unit Agreement, Stand-Alone Inducement Performance Unit Agreement and Stand-Alone Inducement Stock Option Agreement for Patrick Spine; (iii) the Company’s Stand-Alone Inducement Restricted Stock Unit Agreement and Stand-Alone Inducement Stock Option Agreement for Suzanne Winter; and (iv) the Company’s Stand-Alone Inducement Restricted Stock Unit Agreement and Stand-Alone Inducement Stock Option Agreement for Michael Hoge.
|
(4)
|
Includes 2,183,764 shares available for future issuance under the 2016 Equity Incentive Plan and 1,911,552 shares reserved for issuance under the Company’s Amended and Restated 2007 Employee Stock Purchase Plan.
|
(5)
|
Represents shares available for future issuance under the Company’s Stand-Alone Inducement Performance Unit Agreement for Patrick Spine.
|
•
|
each of our NEOs;
|
•
|
each of our directors;
|
•
|
all of our directors and executive officers as a group; and
|
•
|
each stockholder known by us to be the beneficial owner of more than 5% of our common stock.
|
Name and Address of Beneficial Owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage
of Shares
Beneficially
Owned
|
5% Stockholders
|
| |
|
| |
|
Blackrock, Inc.(1)
55 East 52nd Street
New York, NY 10022
|
| |
6,946,041
|
| |
7.6%
|
Neuberger Berman Group LLC and affiliates(2)
1290 Avenue of the Americas
New York, NY 10104
|
| |
5,745,991
|
| |
6.3%
|
Renaissance Technologies LLC(3)
800 Third Avenue
New York, NY 10022
|
| |
4,926,313
|
| |
5.4%
|
The Vanguard Group(4)
100 Vanguard Blvd
Malvern, PA 19355
|
| |
4,785,838
|
| |
5.2%.
|
Named Executive Officers and Directors
|
| |
|
| |
|
Joshua H. Levine(5)
|
| |
2,195,768
|
| |
2.37%
|
Shig Hamamatsu(6)
|
| |
259,523
|
| |
*
|
Suzanne Winter(7)
|
| |
93,750
|
| |
*
|
Andy Kirkpatrick(8)
|
| |
160,160
|
| |
*
|
Lionel Hadjadjeba(9)
|
| |
207,272
|
| |
*
|
Patrick Spine(10)
|
| |
159,520
|
| |
*
|
Jesse Chew(11)
|
| |
139,137
|
| |
*
|
Louis J. Lavigne, Jr.(12)
|
| |
199,996
|
| |
*
|
Elizabeth Dávila(13)
|
| |
145,481
|
| |
*
|
Jack Goldstein, Ph.D.(14)
|
| |
134,581
|
| |
*
|
James M. Hindman(15)
|
| |
9,025
|
| |
*
|
Beverly Huss(16)
|
| |
49,858
|
| |
*
|
Name and Address of Beneficial Owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage
of Shares
Beneficially
Owned
|
Anne Le Grand
|
| |
—
|
| |
—
|
Richard R. Pettingill(17)
|
| |
123,448
|
| |
*
|
Joseph Whitters(18)
|
| |
144,377
|
| |
*
|
All executive officers and directors as a group (13 persons)(19)
|
| |
3,654,464
|
| |
4.0%
|
*
|
Less than 1%.
|
(1)
|
Based solely upon a Schedule 13G/A filed with the SEC on February 5, 2020 reporting beneficial ownership as of December 31, 2019, Blackrock, Inc., a parent holding company, has sole power to vote 6,681,586 of these shares and sole power to dispose 6,946,041 of these shares.
|
(2)
|
Based solely upon a Schedule 13G filed with the SEC on February 13, 2020 reporting beneficial ownership as of December 31, 2019, Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC has shared voting power over 4,691,305 of these shares and shared dispositive power over 5,745,991 of these shares. Neuberger Berman Group LLC may be deemed to be the beneficial owner for purposes of Rule 13d-3 because certain affiliated persons have shared power to retain, dispose of and vote the shares. Neuberger Berman Group LLC or its affiliated persons do not, however, have any economic interest in the securities of those clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. In addition to the holdings of individual advisory clients, Neuberger Berman Investment Advisers LLC serves as investment manager of Neuberger Berman Group LLC’s various registered mutual funds which hold such shares. The holdings belonging to clients of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., Neuberger Berman Asia Ltd., Neuberger Berman Breton Hill ULC, NB Alternatives Advisers LLC and Neuberger Berman Investment Advisers LLC are also aggregated to comprise the holdings referenced herein. In addition, the share amounts also includes shares from individual client accounts over which Neuberger Berman Investment Advisers LLC has shared power to dispose but does not have voting power over these shares.
|
(3)
|
Based solely upon a Schedule 13G/A filed with the SEC on February 13, 2020 reporting beneficial ownership as of December 31, 2019, Renaissance Technologies LLC has sole power to vote 4,910,203 of these shares, sole power to dispose 4,923,189 of these shares, and shared power to dispose 3,124 of these shares. Renaissance Technologies Holding Corporation is the beneficial owner of all of these shares as a result of its majority ownership in Renaissance Technologies LLC.
|
(4)
|
Based solely on a Form 13G filed with the SEC on February 11, 2020 by The Vanguard Group reporting beneficial ownership as of December 31, 2019, The Vanguard Group has sole power to vote 172,852 of these shares, sole power to dispose 4,612,986 of these shares and shared power to dispose 172,852 of these shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 172,852 shares a result of its serving as investment manager of collective trust accounts.
|
(5)
|
Amount shown includes (i) 683,113 shares of our common stock held of record by The Joshua Harris Levine Revocable U/A Dtd 4/28/2017, of which Mr. Levine is the trustee, (ii) 1,479,405 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020, and (iii) 33,250 shares of our common stock issuable upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
(6)
|
Amount shown includes (i) 46,774 shares of our common stock held of record by Mr. Hamamatsu, (ii) 158,125 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020, and (iii) 54,624 shares of our common stock issuable upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
(7)
|
Amount shown includes 93,750 shares of our common stock issuable to Ms. Winter upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
(8)
|
Mr. Kirkpatrick resigned from the Company effective December 31, 2019. Amount shown includes 160,160 shares of common stock held of record by Mr. Kirkpatrick.
|
(9)
|
Mr. Hadjadjeba was terminated from the Company effective August 31, 2019. Amount shown includes 207,272 shares of common stock held of record by Mr. Hadjadjeba.
|
(10)
|
Amount shown includes (i) 17,954 shares of our common stock held of record by Mr. Spine, (i) 123,699 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020, and (iii) 17,867 shares of our common stock issuable upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
(11)
|
Amount shown includes (i) 22,101 shares of our common stock held of record by Mr. Chew, (ii) 98,542 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020, and (iii) 18,494 shares of our common stock issuable upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
(12)
|
Amount shown includes 199,996 shares of our common stock held of record by Mr. Lavigne.
|
(13)
|
Amount shown includes 145,481 shares of our common stock held of record by The Dávila Family Trust, with respect to which Ms. Dávila has shared voting rights with her spouse.
|
(14)
|
Amount shown includes 134,581 shares of our common stock held of record by Mr. Goldstein.
|
(15)
|
Amount shown includes 9,025 shares of our common stock held of record by Mr. Hindman.
|
(16)
|
Amount shown includes 49,858 shares of our common stock held of record by Ms. Huss.
|
(17)
|
Amount shown includes (i) 112,284 shares of our common stock held of record by Mr. Pettingill and (ii) 11,164 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020.
|
(18)
|
Amount shown includes 144,377 shares of our common stock held of record by Mr. Whitters.
|
(19)
|
Amount shown includes (i) 1,565,544 shares of our common stock held of record, (ii) 1,870,935 shares of our common stock that may be acquired under stock options that are currently exercisable or exercisable within 60 days of August 31, 2020 and (iii) 217,985 shares of our common stock issuable upon the settlement of RSUs releasable within 60 days of August 31, 2020.
|
Name of Director
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating
and
Corporate
Governance
Committee
|
Louis J. Lavigne, Jr.
|
| |
—
|
| |
Member
|
| |
—
|
Elizabeth Dávila
|
| |
Member
|
| |
Member
|
| |
—
|
Jack Goldstein, Ph.D.
|
| |
—
|
| |
—
|
| |
Member
|
James M. Hindman
|
| |
Member
|
| |
—
|
| |
—
|
Beverly A. Huss
|
| |
—
|
| |
Chairperson
|
| |
—
|
Anne Le Grand(1)
|
| |
—
|
| |
—
|
| |
Member
|
Richard R. Pettingill
|
| |
—
|
| |
—
|
| |
Chairperson
|
Joseph E. Whitters
|
| |
Chairperson
|
| |
—
|
| |
—
|
Number of meetings
|
| |
9
|
| |
7
|
| |
4
|
Number of actions by written consent
|
| |
4
|
| |
3
|
| |
0
|
(1)
|
Ms. Le Grand joined our Board in July 2020.
|
Name
|
| |
Age
|
| |
Position(s)
|
Joshua H. Levine
|
| |
62
|
| |
President, Chief Executive Officer and Director
|
Shig Hamamatsu
|
| |
47
|
| |
Senior Vice President, Chief Financial Officer
|
Suzanne Winter
|
| |
57
|
| |
Senior Vice President, Chief Commercial Officer
|
Patrick Spine
|
| |
49
|
| |
Senior Vice President, Chief Administrative Officer
|
Jesse Chew
|
| |
39
|
| |
Senior Vice President, General Counsel and Corporate Secretary
|
THE BOARD OF DIRECTORS
|
| |
|
|
| |
|
Sunnyvale, California
October 1, 2020
|
| |
|
•
|
to attract and retain the best available personnel for positions of substantial responsibility,
|
•
|
to provide additional incentive to Employees, Directors and Consultants, and
|
•
|
to promote the success of the Company’s business.
|