Narrative to Summary Compensation Table
We review compensation at least annually for all employees, including our executives. In setting executive base salaries and bonuses and
granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate
our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base
salary, bonus or long-term incentives. The Compensation Committee has historically determined our executives compensation. Our Compensation Committee typically reviews and discusses managements proposed compensation with the chief
executive officer for all executives other than the chief executive officer. Based on those discussions and its discretion, our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our
executive officers.
Annual Base Salary
Our named executive officers base salaries are reviewed periodically by our Compensation Committee, and adjustments may be made upon the
approval of the Compensation Committee.
Effective March 1, 2016, our Compensation Committee approved an increase in
Dr. Mickles, Dr. Guenthers, and Mr. Johnsons annual base salaries to $500,000, $345,000, and $330,000 respectively.
In April 2016, we entered into an employment with Mr. Cohen under which his annual base salary was established at $350,000.
Effective March 1, 2018, our Compensation Committee approved an increase in Dr. Mickles, Dr. Guenthers and
Mr. Johnsons annual base salaries to $515,000, $355,000, and $340,000 respectively. Mr. Cohens annual base salary was not changed for 2018.
Effective March 1, 2019, our Compensation Committee approved an increase in Dr. Mickles, Dr. Guenthers and
Mr. Johnsons annual base salaries to $530,450, $365,650, and $350,200 respectively.
Annual Bonus and
Non-Equity
Incentive Plan Awards
Our Board and Compensation Committee may make cash bonus
and
non-equity
incentive plan awards in their discretion.
In January 2018, our Compensation
Committee approved cash awards to Dr. Mickle, Dr. Guenther, Mr. Johnson and Mr. Cohen of $136,000, $65,688, $62,832 and $66,640 respectively, for their services in 2017.
In February 2019, our Compensation Committee determined that no cash awards would be paid to our executive officers for their services in
2018.
These award amounts, to the extent they were in recognition for Dr. Mickles, Dr. Guenthers,
Mr. Johnsons and Mr. Cohens performance during the indicated year, are reflected in the
Non-Equity
Incentive Plan Awards column of the Summary Compensation Table above for the
indicated year.
Pursuant to his April 2016 employment agreement, upon his employment with the Company, we awarded Mr. Cohen a cash
award of $125,000. In addition, also pursuant to his April 2016 employment agreement, upon the
one-year
anniversary of his employment with the Company, we awarded Mr. Cohen a cash award of $100,000.
These award amounts, to the extent they were awarded during the indicated year, are reflected in the Bonus column of the Summary
Compensation Table above for the indicated year.
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