Filed by the Registrant
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☒
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Filed by a Party other than the Registrant
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☐
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☐
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Preliminary Proxy Statement
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☐
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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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☐
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Definitive Additional Materials
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☐
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Soliciting Material under § 240.14a-12
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/s/ William J. Link, PhD
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William J. Link, PhD
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Chairman of the Board
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1.
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to elect John P. McLaughlin, Elizabeth G. O'Farrell and Gary M. Winer as Class I directors to hold office until the Company’s annual meeting of stockholders to be held in 2024 and until their respective successors have been duly elected and qualified;
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2.
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to ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and
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3.
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to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.
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By Order of the Board of Directors
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/s/ Nicholas T. Curtis
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Nicholas T. Curtis
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Chief Executive Officer
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Page
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•
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Proposal No. 1: Election of the director nominees listed in this Proxy Statement.
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•
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Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.
|
•
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by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Notice and Access Card or proxy card;
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•
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by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; or
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•
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by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.
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•
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Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/LNSR2021.
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•
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Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/LNSR2021 on the day of the Annual Meeting.
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•
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Webcast starts at 11:30 a.m., Eastern Time.
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•
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You will need your 16-Digit Control Number to enter the Annual Meeting.
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•
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Stockholders may submit questions while attending the Annual Meeting via the Internet.
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•
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Webcast replay of the Annual Meeting will be available until May 17, 2022.
|
•
|
irrelevant to the business of the Company or to the business of the Annual Meeting;
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•
|
related to material non-public information of the Company, including the status or results of our business since our Annual Report on Form 10-K;
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•
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related to any pending, threatened or ongoing litigation;
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•
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related to personal grievances;
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•
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derogatory references to individuals or that are otherwise in bad taste;
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•
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substantially repetitious of questions already made by another stockholder;
|
•
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in excess of the two question limit;
|
•
|
in furtherance of the stockholder’s personal or business interests; or
|
•
|
out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment.
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•
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FOR the nominees to the Board set forth in this Proxy Statement.
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•
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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.
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Proposal
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Votes Required
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Voting Options
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Impact of
“Withhold” or
“Abstain” Votes
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Broker Discretionary
Voting
Allowed
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Proposal No. 1: Election of Directors
|
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The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors.
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“FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT”
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None(1)
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No(3)
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Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
|
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The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
|
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“FOR”
“AGAINST” “ABSTAIN”
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None(2)
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Yes(4)
|
(1)
|
Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
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(2)
|
A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
|
(3)
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As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.
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(4)
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As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this matter.
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•
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sending a written statement to that effect to the attention of our Chief Financial Officer and Secretary at our corporate offices, provided such statement is received no later than May 17, 2021;
|
•
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voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 17, 2021;
|
•
|
submitting a properly signed proxy card with a later date that is received no later than May 17, 2021; or
|
•
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attending the Annual Meeting, revoking your proxy and voting again.
|
Class I Directors –
Current Term Ending at
2021 Annual Meeting
|
| |
Class II Directors –
Current Term Ending at
2022 Annual Meeting
|
| |
Class III Directors –
Current Term Ending at
2023 Annual Meeting
|
John P. McLaughlin
Elizabeth G. O'Farrell
Gary M. Winer
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| |
Nicholas T. Curtis
Aimee S. Weisner
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Richard L. Lindstrom, MD
William J. Link, PhD
|
Class I Directors
|
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Age
|
| |
Director Since
|
| |
Current Position with LENSAR
|
John P. McLaughlin
|
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69
|
| |
2017
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| |
Director
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Elizabeth G. O'Farrell
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| |
56
|
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2021
|
| |
Director
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Gary M. Winer
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| |
61
|
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2018
|
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Director
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Class II Directors
|
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Age
|
| |
Director Since
|
| |
Current Position at LENSAR
|
Nicholas T. Curtis
|
| |
65
|
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2012
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Chief Executive Officer and Director
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Aimee S. Weisner
|
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52
|
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2021
|
| |
Director
|
Class III Directors
|
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Age
|
| |
Director Since
|
| |
Current Position at LENSAR
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Richard L. Lindstrom, MD
|
| |
73
|
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2019
|
| |
Director
|
William J. Link, PhD
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74
|
| |
2018
|
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Chairperson
|
|
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Year Ended December 31,
|
|||
|
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2020
|
| |
2019
|
Audit Fees
|
| |
$865,000
|
| |
$—
|
Audit-Related Fees
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
2,900
|
| |
—
|
Total
|
| |
$867,900
|
| |
$—
|
Executive Officer
|
| |
Age
|
| |
Position
|
| |
In Current
Position
Since
|
Nicholas T. Curtis
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| |
65
|
| |
Chief Executive Officer and Director
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2012
|
Alan B. Connaughton
|
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49
|
| |
Chief Operating Officer
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2015
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Thomas R. Staab, II
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53
|
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Chief Financial Officer
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2020
|
•
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Board independence and qualifications
|
| |
•
|
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Stock ownership
|
•
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Executive sessions of independent directors
|
| |
•
|
| |
Board access to senior management
|
•
|
| |
Selection of new directors
|
| |
•
|
| |
Board access to independent advisors
|
•
|
| |
Director orientation and continuing education
|
| |
•
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| |
Board self-evaluations
|
•
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| |
Limits on board service
|
| |
•
|
| |
Board meetings
|
•
|
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Change of principal occupation
|
| |
•
|
| |
Meeting attendance by directors and non-directors
|
•
|
| |
Term limits
|
| |
•
|
| |
Meeting materials
|
•
|
| |
Director responsibilities
|
| |
•
|
| |
Board committees, responsibilities and independence
|
•
|
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Director compensation
|
| |
•
|
| |
Succession planning
|
Director
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and
Corporate
Governance Committee
|
William J. Link, PhD
|
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X
|
| |
X
|
| |
X
|
Richard L. Lindstrom, MD
|
| |
X
|
| |
Chair
|
| |
X
|
John P. McLaughlin
|
| |
|
| |
|
| |
|
Elizabeth G. O'Farrell.
|
| |
Chair
|
| |
|
| |
|
Aimee S. Weisner
|
| |
|
| |
X
|
| |
|
Gary M. Winer
|
| |
X
|
| |
X
|
| |
Chair
|
•
|
overseeing our accounting and financial reporting process;
|
•
|
appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;
|
•
|
discussing with our independent auditor any audit problems or difficulties and management’s response;
|
•
|
pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the Securities and Exchange Commission);
|
•
|
reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;
|
•
|
discussing our risk management policies;
|
•
|
reviewing and approving or ratifying any related person transactions;
|
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and
|
•
|
preparing the audit committee report required by SEC rules.
|
•
|
reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;
|
•
|
reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;
|
•
|
reviewing and making recommendations to our board of directors regarding director compensation;
|
•
|
reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and
|
•
|
appointing and overseeing any compensation consultants;
|
•
|
reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and
|
•
|
preparing the annual compensation committee report required by SEC rules, to the extent required.
|
•
|
identifying individuals qualified to become members of our Board and ensure the Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds;
|
•
|
recommending to our Board the persons to be nominated for election as directors and to each committee of the Board;
|
•
|
developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and
|
•
|
overseeing the annual evaluations of our Board, its committees and management.
|
Name and principal position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($)(1)
|
| |
Stock
awards
($)(2)
|
| |
Option
awards
($)
|
| |
Non-equity
Incentive Plan
Compensation
($)(3)
|
| |
All other
compensation
($)(4)
|
| |
Total ($)
|
Nicholas T. Curtis
Chief Executive Officer
|
| |
2020
|
| |
447,692
|
| |
—
|
| |
7,256,255
|
| |
—
|
| |
288,000
|
| |
12,767
|
| |
8,004,714
|
|
2019
|
| |
340,000
|
| |
—
|
| |
132,903
|
| |
—
|
| |
650,000
|
| |
18,727
|
| |
1,141,630
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Alan B. Connaughton
Chief Operating Officer
|
| |
2020
|
| |
362,769
|
| |
|
| |
2,400,155
|
| |
—
|
| |
144,000
|
| |
12,754
|
| |
2,919,678
|
|
2019
|
| |
300,000
|
| |
—
|
| |
26,276
|
| |
—
|
| |
355,000
|
| |
16,529
|
| |
697,805
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Thomas R. Staab, II
Chief Financial Officer
|
| |
2020
|
| |
223,615
|
| |
50,000
|
| |
1,180,3704
|
| |
—
|
| |
68,340
|
| |
5,301
|
| |
1,527,630
|
(1)
|
For Mr. Staab, reflects a one-time discretionary bonus earned in connection with his commencement of employment, paid in 2021.
|
(2)
|
Represents the grant date fair value of stock awards during the applicable year computed in accordance with FASB ASC 718. See Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 12, 2021, for a description of the assumptions used in valuing these awards. For 2020, this column reflects the grant date fair value of the restricted stock awards granted to our named executive officers by us in July 2020, as modified in October 2020, and December 2020, as further described below. For 2020 and 2019, this column reflects the grant date fair value of a restricted stock award granted to Mr. Curtis by PDL during the applicable fiscal year, as determined using the fair market value of PDL’s common stock on the date of the grant. For 2019, this column reflects the grant date fair value of awards under our Phantom Stock Plan, which was in effect prior to the Spin-Off (as defined below in “Certain Transactions with Related Persons”), were vested upon issuance. Mr. Curtis was awarded 6,298 shares of phantom stock, which were immediately settled in shares of our common stock. Mr. Connaughton was awarded 3,943 shares of phantom stock, which were settled partially through the immediate issuance of 50 shares of our common stock to him and partially through our payment to him of $25,736 in January 2020 in satisfaction of the remainder of the award.
|
(3)
|
Represents amounts earned in the year shown and paid early in the following year under our annual performance bonus plan, as described below.
|
(4)
|
For 2020, includes a 401(k) matching contribution made by us on behalf of the named executive officer ($11,400 for Messrs. Curtis and Connaughton), a company contribution of $1,350 to Messrs. Curtis and Connaughton’s health savings accounts and $3,632 in commuting expense reimbursements and $1,660 in related tax “gross up” payments related to such commuting expense reimbursements for Mr. Staab.
|
•
|
“Cause” means a named executive officer’s: (1) intentional theft, willful misconduct, or breach of fiduciary duty for personal gain, (2) material failure to comply with our code of conduct and other written policies, (3) material and intentional theft or destruction of company property, (4) willful act that is detrimental to our reputation or business, (5) repeated failure to perform the named executive officer’s duties after an opportunity to cure the failure, (6) material breach of any agreement or covenant with the Company that is not cured within 20 days, or (7) conviction of any criminal act involving moral turpitude.
|
•
|
“Good reason” means a named executive officer’s voluntary resignation following our failure to cure: (1) a material diminution in authority, duties or responsibilities, (2) for Mr. Curtis, a requirement that he report to anyone other than our board of directors, (3) a material reduction in the named executive officer’s base salary, (4) a material change in the location at which he must perform his duties, or (5) any material breach of the employment letters.
|
|
| |
|
| |
Stock Awards
|
|||
|
| |
Grant Date
|
| |
Number of Shares or
Units of Stock That
Have Not Vested
(#)(1)
|
| |
Market Value of Shares or
Units of Stock That Have Not
Vested
($)(2)
|
Nicholas T. Curtis
|
| |
July 22, 2020
|
| |
558,813
|
| |
4,051,394
|
|
December 7, 2020
|
| |
111,763
|
| |
810,282
|
||
Alan B. Connaughton
|
| |
July 22, 2020
|
| |
171,479
|
| |
1,243,223
|
|
December 7, 2020
|
| |
34,296
|
| |
248,646
|
||
Thomas R. Staab, II
|
| |
July 22, 2020
|
| |
92,365
|
| |
669,646
|
|
December 7, 2020
|
| |
18,473
|
| |
133,929
|
(1)
|
Represents shares of restricted stock which will vest in quarterly installments over a three-year period, with vesting of the remaining restricted stock shown in the table above occurring in January, May, August and November of 2021, 2022 and 2023, subject to continued employment or service through the vesting date. In addition, the restricted stock will vest on an accelerated basis in the event of a change in control of the Company, an executive officer’s death or disability, or his termination of employment by the Company other than for cause (with each such term defined in his employment agreement).
|
(2)
|
The market value per share was calculated using the closing price per share of our common stock on December 31, 2020 ($7.25).
|
Name
|
| |
Fees Earned
or
Paid in Cash
($)
|
| |
Stock Awards(1)
($)
|
| |
Total
($)
|
Richard L. Lindstrom, M.D.
|
| |
36,000
|
| |
1,967,335
|
| |
2,003,335
|
William J. Link, Ph.D.
|
| |
100,000
|
| |
4,908,215
|
| |
5,008,215
|
John P. McLaughlin
|
| |
50,000
|
| |
—
|
| |
50,000
|
Gary M. Winer
|
| |
36,000
|
| |
246,484
|
| |
282,484
|
(1)
|
Represents the grant date fair value of restricted stock awards during 2020 computed in accordance with FASB ASC 718. See Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 12, 2021, for a description of the assumptions used in valuing these awards.
|
Name
|
| |
Number of Shares
of Restricted Stock
Outstanding at
December 31, 2020
|
Richard L. Lindstrom, M.D.
|
| |
184,731
|
William J. Link, Ph.D.
|
| |
460,905
|
John P. McLaughlin
|
| |
—
|
Gary M. Winer
|
| |
23,753
|
Plan category
|
| |
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(#) (a)
|
| |
Weighted average per
share exercise price
of outstanding options,
warrants and rights
($) (b)
|
| |
Number of
securities
remaining
available under
equity
compensation
plans (excluding
securities reflected
in column (a) (c)
|
Equity compensation plans approved by security holders
|
| |
—
|
| |
—
|
| |
1,527,898(1)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
—
|
| |
—
|
| |
1,527,898
|
(1)
|
Includes 340,000 shares available for issuance under our 2020 Employee Stock Purchase Plan, of which 340,000 were eligible for purchase during the offering period in effect on December 31, 2020.
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock outstanding;
|
•
|
each of our directors;
|
•
|
each of our named executive officers for 2020; and
|
•
|
all directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned
|
| |
Percentage of Shares
Beneficially Owned
|
Holders of More than 5%:
|
| |
|
| |
|
Silver Point Capital, L.P.(1)
|
| |
1,053,389
|
| |
9.6%
|
Dimensional Fund Advisors LP (2)
|
| |
702,209
|
| |
6.4%
|
Park West Asset Management(3)
|
| |
697,914
|
| |
6.4%
|
Madison Avenue Partners, LP(4)
|
| |
637,208
|
| |
5.8%
|
BlackRock, Inc.(5)
|
| |
620,685
|
| |
5.7%
|
|
| |
|
| |
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Nicholas T. Curtis(6)
|
| |
740,850
|
| |
6.8%
|
Alan B. Connaughton(7)
|
| |
251,221
|
| |
2.3%
|
Thomas R. Staab, II(8)
|
| |
115,657
|
| |
1.1%
|
Richard L. Lindstrom, M.D.(9)
|
| |
203,463
|
| |
1.9%
|
William J. Link, Ph.D.(10)
|
| |
507,694
|
| |
4.6%
|
John P. McLaughlin
|
| |
40,058
|
| |
*
|
Elizabeth G. O'Farrell
|
| |
7,000
|
| |
*
|
Aimee S. Weisner
|
| |
—
|
| |
—
|
Gary M. Winer(11)
|
| |
25,267
|
| |
*
|
|
| |
|
| |
|
All executive officers and directors as a group (9 persons)(12)
|
| |
1,891,210
|
| |
17.3%
|
*
|
Represents less than 1%.
|
(1)
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Based on information reported on a Schedule 13G/A filed on February 16, 2021 jointly filed by Silver Point Capital, L.P., (“Silver Point”), on behalf of it and its wholly-owned subsidiaries, Silver Point Capital Offshore Master Fund, L.P. , Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P.2 Silver Point (collectively, the “Funds”), and Edward A. Mulé, and Robert J. O'Shea have shared voting and dispositive power over 1,053,389 shares of our common stock.. Silver Point
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(2)
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Based on information reported on a Schedule 13G filed on February 12, 2021, Dimensional Fund Advisors LP furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this table are owned by the Funds and Dimensional disclaims beneficial ownership of such securities. As of the date of this filing, the Funds have sole voting power over 669,960 shares of our common stock and sole dispositive power over 702,209 shares of our common stock. To the know ledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities. The business address of each of the reporting persons listed in this footnote is 6300 Bee Cave Road Building One, Austin, TX 78746.
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(3)
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Based on information reported on a Schedule 13G/A jointly filed on February 16, 2021 by (i) Park West Asset Management LLC (“PWAM”), (ii) Park West Investors Master Fund, Limited, (“PWIMF”) and (iii) Peter S. Park (“Mr. Park”). PWAM is the investment manager to PWIMF and Park West Partners International, Limited. Mr. Park, through one or more affiliated entities, is the controlling manager of PWAM. PWAM and Mr. Park have shared voting and dispositive power over 697,914 shares of our common stock and PWIMF has shared voting and dispositive power over 634,781 shares of our common stock. The business address of each of the reporting persons listed in this footnote is 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
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(4)
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Based on information reported on a Schedule 13G filed on February 12, 2021, Madison Avenue Partners, LP has sole voting and dispositive power over 637,208 shares of our common stock. The business address of Madison Avenue Partners, LP is 150 East 58th Street, 14th Floor, New York, NY 10155.
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(5)
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Based on information reported on a Schedule 13G filed on February 2, 2021, BlackRock, Inc. has sole voting power over 610,954 shares of our common stock and sole dispositive power over 620,685 shares of our common stock. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(6)
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Includes for Mr. Curtis 583,110 shares of unvested restricted stock that are subject to forfeiture.
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(7)
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Includes for Mr. Connaughton 195,976 shares of unvested restricted stock that are subject to forfeiture.
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(8)
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Includes for Mr. Staab 91,562 shares of unvested restricted stock that are subject to forfeiture.
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(9)
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Includes for Dr. Lindstrom 160,636 shares of unvested restricted stock that are subject to forfeiture.
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(10)
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Includes for Dr. Link 400,787 shares of unvested restricted stock that are subject to forfeiture.
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(11)
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Includes for Mr. Winer 15,299 shares of unvested restricted stock that are subject to forfeiture.
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(12)
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Includes a total of 1,447,370 shares of unvested restricted stock held by our directors and executive officers that are subject to forfeiture.
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By Order of the Board of Directors
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/s/ Nicholas T. Curtis
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Nicholas T. Curtis
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Chief Executive Officer
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