2019 PROXY STATEMENT
Executive Compensation
Our retirement savings plan (401(k) plan) is a
tax-qualified
retirement savings plan, pursuant to which qualified
employees, including our Named Executive Officers, are able to contribute certain amounts of their annual compensation, subject to limits prescribed by the Internal Revenue Service. Historically, we have made matching contributions of 100% of the
first 3% of base salary and of 50% of the next 2% of base salary contributed to the plan. The value of these benefits for each of our Named Executive Officers is reflected in the All Other Compensation column of the Summary
Compensation Table below.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide
significant perquisites or other personal benefits to our executive officers, including our Named Executive Officers, except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in
the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes.
In the future, we may
provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review
by the Compensation Committee.
Employment Arrangements
We have entered into a written employment agreement with our CEO and have written employment offer letters with our other executive officers
.
In filling each of
our executive positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to
integrate new executive officers into the executive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations. Each of these arrangements provides for at will employment.
For detailed descriptions of the employment arrangements we maintained with our Named Executive Officers for 2018, see Termination Benefits Potential
Payments Upon Termination or Change in Control below.
Post-Employment Compensation Arrangements
We have entered into an employment agreement with our CEO, and we also have agreements with our CFO and General Counsel that provide for certain
payments and benefits in the event of certain involuntary terminations of employment. We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified
executive officers. These agreements are designed to provide reasonable compensation to executive officers who leave our employ under certain circumstances to facilitate their transition to new employment. Further, in some instances we seek to
mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation
payments or benefits.
The Compensation Committee does not consider the specific amounts payable under these agreements when establishing annual compensation. We do
believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
In addition, our 2013 Incentive Plan provides for the
acceleration of vesting of outstanding and unvested equity awards in the event of a change in control of the Company, as defined in the plan, except as otherwise determined by our Board. The Company has amended the agreements for outstanding equity
awards granted to our CEO pursuant to our 2004 Equity Incentive Plan and 2013 Incentive Plan to provide that, upon a change in control of the Company, the vesting of such awards will accelerate only in the event of a subsequent involuntary
termination of employment (a double-trigger arrangement).
For detailed descriptions of the post-employment compensation arrangements we maintained with
our Named Executive Officers for 2018, as well as an estimate of the potential payments and benefits payable under these arrangements, see Termination Benefits Potential Payments Upon Termination or Change in Control below.
Other Compensation Policies and Practices
Equity Awards Grant Policy
We do not have any program, plan,
or obligation that requires us to grant equity awards on specified dates, although historically we have granted such awards to our existing executive officers and employees at least annually and to newly-hired employees on the commencement of their
employment. We do not have any program, plan, or practice to grant options to
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