(7)
|
We provided Dr. Sinha with reimbursements for her healthcare costs from January 1, 2017 through
March 31, 2017, along with tax
gross-ups
for such reimbursements.
|
(8)
|
Dr. Turtle joined our Company on June 18, 2018 and was therefore not a named executive officer in
2017. Dr. Turtles 2018 salary was
pro-rated
to his start date.
|
Narrative to
Summary Compensation Table
Base Salaries
Dr. Kumar did not receive any cash compensation from us for his services as our Chief Executive Officer, as his services were provided to
us through the BridgeBio Agreement, as described further below under Narrative to Summary Compensation TableEmployment Arrangements with our Named Executive OfficersArrangements in Place During the Fiscal Year Ended
December 31, 2018 for Named Executive OfficersNeil Kumar and Certain Relationships and Related Party Transactions. Dr. Sinhas annual base salary rate was $350,000 from January 1, 2018 to November 4,
2018, and Dr. Turtles annual base salary rate was $310,000 from June 18, 2018 (the date on which he joined our Company) to November 4, 2018. Effective November 5, 2018, Dr. Sinhas annual base salary rate was
increased to $375,000 and Dr. Turtles annual base salary rate was increased to $350,000.
Bonus Arrangements
During the fiscal year ended December 31, 2018, Dr. Kumar did not earn any bonuses.
Senior Executive Cash Incentive Bonus Plan
In May 2018, our board of directors adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan, which governs the cash incentive
bonuses for certain of our eligible executives, including our named executive officers other than Dr. Kumar. The Bonus Plan provides for bonus payments based upon the attainment of performance targets, or the Performance Goals, established by
the Compensation Committee and related to operational and financial measures or objectives with respect to the company, as well as individual performance objectives.
The Performance Goals from which the Compensation Committee may select include the following: achievement of specified research and
development, publication, clinical and/or regulatory milestones, total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization),
changes in the market price of our common stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating
cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of
our common stock; bookings, new bookings or renewals; sales or market shares; number of customers, number of new customers or customer references; operating income and/or net annual recurring revenue, any of which may be (A) measured in
absolute terms or compared to any incremental increase, (B) measured in terms of growth, (C) compared to another company or companies or to results of a peer group, (D) measured against the market as a whole and/or as compared to
applicable market indices and/or (E) measured on a
pre-tax
or
post-tax
basis (if applicable).
Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period.
The bonus formulas will be adopted in each performance period by the compensation committee and communicated to each executive. The Performance Goals will be measured at the end of each performance period or such other appropriate time as the
compensation committee determines; provided, that if the Performance Goal is dependent on financial metrics as reported in our financial reports for
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