(15)
| Subject generally to the participant’s continued service and the attainment of the target amount; accordingly, suchapplicable performance goals, these PRSUs are reported in the table above at 152.4% of target.
Option Exercises and Stock Vested at Year End
Our executive officers must use pre-established trading plans to sell shares of Amicus Therapeutics, Inc. stock. Trading plans may only be entered into when the executive officer is not in possession of material non-public information about the Company, and we require a waiting period following the establishment of a trading plan before any trades may be executed. Our policy is designed to provide safeguards that will allow our executives an opportunity to realize the value intended by the Company in granting equity-based awards.
The following table shows information regarding option exercises and stock vested for each named executive officer during the year endedvest on December 31, 2019.
Name and Principal Position | | | Number of
Shares
Acquired on
Exercise
| | | Value
Realized
upon
Exercise(1)
| | | Number of
Shares
Acquired on
Vesting
| | | Value
Realized
upon
Vesting(2)
| | John F. Crowley | | | 383,500
| | | $2,154,840
| | | 119,385(3)
| | | $1,195,305
| | Chairman and Chief Executive Officer | | | | | | | | | | | | | | Daphne Quimi | | | —
| | | —
| | | 25,245
| | | $255,664
| | Chief Financial Officer | | | | | | | | | | | | | | Bradley L. Campbell | | | 36,000
| | | $52,175
| | | 64,807(4)
| | | $658,023
| | President and Chief Operating Officer | | | | | | | | | | | | | | Hung Do | | | 43,224
| | | $319,260
| | | 43,857
| | | $444,089
| | Chief Science Officer | | | | | | | | | | | | | | Ellen S. Rosenberg | | | —
| | | —
| | | 41,721(5)
| | | $420,430
| | Chief Legal Officer and Corporate Secretary | | | | | | | | | | | | | 2022. |
(16)
| Subject generally to the participant’s continued service and the attainment of the applicable performance goals, these PRSUs vest on December 31, 2023. |
Option Exercises and Stock Vested at Year End Our executive officers must use pre-established trading plans to sell shares of Amicus Therapeutics, Inc. stock. Trading plans may only be entered into during an open trading window and when the executive officer is not in possession of material non-public information about the Company. Further, we also require a waiting period following the establishment of a trading plan before any trades may be executed. Our policy is designed to provide safeguards that will allow our executives an opportunity to realize the value intended by the Company in granting equity-based awards. The following table shows information regarding option exercises and stock vested for each named executive officer during the year ended December 31, 2021. | John F. Crowley
Chairman and Chief Executive Officer | | | 277,912 | | | $1,866,899 | | | 447,558(4) | | | $7,601,618 | | | Daphne Quimi
Chief Financial Officer | | | 16,628 | | | 125,375 | | | 108,747 | | | 1,851,245 | | | Bradley L. Campbell
President and Chief Operating Officer | | | 191,768 | | | 1,351,242 | | | 208,863 | | | 3,672,388 | | | Ellen S. Rosenberg
Chief Legal Officer and Corporate Secretary | | | — | | | — | | | 115,221(5) | | | 1,946,144 | | | David M. Clark
Chief People Officer | | | — | | | — | | | 90,236 | | | 1,354,573 | | | Hung Do
Former Chief Science Officer | | | — | | | — | | | 134,632 | | | 2,392,177 | |
(1)
| The value realized is the difference between the fair market value of a share of our Common Stock at the time of exercise and the option exercise price, multiplied by the number of shares acquired on each exercise.
|
(2)
| On January 14, 2022, as described above in the section “Stock Option, Restricted Stock Unit Awards, Performance Restricted Stock Unit Awards,” the Board determined that the TSR Goal applicable to the 2019 PRSU grants had been achieved on December 31, 2021 at 128.2% of the target amount; accordingly, such PRSUs are reflected in the table at 128.2% of target for each named executive officer. |
(3)
| The value realized on vesting on stock awards is based on the closing price on the date of vesting.
|
(4)
| The number of shares acquired on vesting includes 50,81364,168 shares scheduled to vest on January 2, 2021 and 26,650 shares scheduled to vest on January 3, 2019 and 10,000 shares scheduled to vest on June 15, 20192021 but were otherwise deferred to February 1, 2020,15, 2024 and January 3, 2022, and January 1, 2021, respectively and are reflected in the “Non-Qualified Deferred Compensation” table below.
(4)
|
(5)
| The number of shares acquired on vesting includes 6,250 shares scheduled to vest on June 15, 2019 but were otherwise deferred to June 15, 2020.
(5)
The number of shares acquired on vesting includes 6,87717,111 shares scheduled to vest on January 3, 20192, 2021 but were otherwise deferred to January 3, 2021.
Non-Qualified2, 2026 and are reflected in the “Non-Qualified Deferred Compensation
As described more fully above, our Non-Qualified Cash Deferral Plan (and Stock Deferral Plan (collectively, the “Deferral Plans”)) coversCompensation” table below.
|
TABLE OF CONTENTS Non-Qualified Deferred Compensation As described more fully above, our Non-Qualified Cash Deferral Plan and Stock Deferral Plan (collectively, the “Deferral Plans”) cover our executive officers and non-employee directors. Earnings are determined solely by a participant’s hypothetical investment of any amount deferred in any pre-selected investment permitted under the Cash Deferral Plan or in the value of our stock, with respect to the Stock Deferral Plan. All amounts in the Deferral Plans are fully vested at all times. Name and Principal Position | | | ExecutiveContributions inLastFiscal Year | John F. Crowley
Chairman and Chief Executive
Officer | | | $2,982,869(2) | | | $(1,767,937)(3) | | | ($1,263,848) | | | $7,062,317 | | | Ellen S. Rosenberg
Chief Legal Officer and Corporate Secretary | | | 372,678(4) | | | (254,406)(5) | | | — | | | 277,061 | |
| | | Aggregate
Earnings in
Last
Fiscal Year
| | | Aggregate
Distributions in
Last
Fiscal Year
| | | Aggregate
Balance at
Last
Fiscal Year
| | John F. Crowley | | | $1,665,366(1)
| | | $234,775(2)
| | | —
| | | $5,498,663(3)
| | Chairman and Chief Executive Officer | | | | | | | | | | | | | | Ellen S. Rosenberg | | | 71,039(4)
| | | (4,057)(6)
| | | —
| | | 66,982
| | Chief Legal Officer and Corporate Secretary | | | | | | | | | | | | | | Bradley L. Campbell | | | 70,938(5)
| | | (51,438)(6)
| | | —
| | | 121,750(7)
| | President and Chief Operating Officer | | | | | | | | | | | | | (1)
| This value includes compensation earned and deferred in prior years, which was disclosed in prior year Proxy Statements. |
(1) (2)
| $394,062593,013 of this amount is included in the salary column and $357,611$411,840 of this amount is included in the bonus column, respectively, in the summary compensation table. $913,693$1,978,016 of this amount is the vesting date value of 87,46390,818 shares underlying RSUs that otherwise would have been delivered to the executive in 2021 if not deferred. Per the executive’s election, the shares underlying the deferral will generally be delivered to the executive on February 1, 2020 (with respect to 50,813 shares), January 1, 2021 (with respect to 10,000 shares) and January 3, 2022 (with respect to 26,650 shares) and February 15, 2024 (with respect to 64,168 shares).
(2)
|
(3)
| Includes $664,099$489,092 investments earnings determined by the hypothetical investments elected by Mr. Crowley in the last fiscal year under the Cash Deferral Plan and $429,324$758,657 in losses, represented as the difference between the vesting date value of deferred RSUs and their value as of December 31, 2019.
(3)2021 or their value as of the delivery date with respect to 30,000 shares that were delivered to Mr. Crowley on January 1, 2021.
|
(4)
| This value includes $3,221,272 compensation earned and deferred in prior years, which was disclosed in prior year Proxy statements.
(4)
Representsamount is the vesting date value of 6,87717,111 shares underlying deferred RSUs that otherwise would have been delivered to the executive in 2021 if not deferred. Per the executive’s election, the shares underlying sharesthe deferral will generally be delivered to the executive on January 3, 2021.
2, 2026. |
(5)
Represents
| The loss represents the decline in value during 2021 of shares subject to RSUs deferred under the Stock Deferral Plan (measured from the end of 2020, with respect to previously deferred stock awards, or measured from the vesting date, value of 6,250 shares underlying deferred RSUs that otherwise would have been deliveredwith respect to the executive if not deferred. Per the executive’s election, the underlying shares will generally be delivered on June 15, 2020.
(6)
The loss represented is the difference between the vesting date value of the deferred RSUs and their value as of December 31, 2019.
(7)
This value includes $102,250 compensation earned andstock awards deferred in prior years, which was disclosed in prior year Proxy statements.2021).
|
Severance Benefits and Change of Control Arrangements As of December 31, 2021, we have agreed to provide severance benefits and change of control arrangements to our current executives as described below. John F. Crowley. We employ Mr. Crowley as our Chief Executive Officer pursuant to an employment agreement. The agreement will continue for successive one-year terms until either Mr. Crowley or the company provide written notice of termination to the other in accordance with the terms of the agreement. Upon the termination of his employment by the company other than for cause, or if the company decides not to extend Mr. Crowley’s agreement at the end of any term, or if Mr. Crowley resigns for good reason, Mr. Crowley has the right to receive (i) a severance payment in an amount equal to his then current base salary payable over 18 months in accordance with the company’s regular payroll practices, (ii) an additional payment equal to 150% of the target bonus for the year in which the termination occurs, (iii) continued Monthly Medical Payments for a period of 18 months, and (iv) continuation of health care coverage under COBRA with premiums to be paid by the Company for up to 29 months. Further, the vesting of all options and RSUs then held by Mr. Crowley shall accelerate by one year and any unvested PRSUs held by Mr. Crowley shall also accelerate, such that the portion of those PRSUs otherwise scheduled to vest during the 12 month period immediately following such separation from service will become vested. Mr. Crowley is not entitled to severance payments if the company terminates him for cause or if he resigns without good reason. Further, if upon the termination of Mr. Crowley’s employment by the company other than for cause, or if the company decides not to extend his employment agreement at the end of any term, or if Mr. Crowley resigns for good reason, in each case within twelve months following a change of control in the Company, then Mr. Crowley has the right to receive (i) a severance payment in an amount equal to two times his then current base salary payable over 24 months in accordance with our regular payroll practices, (ii) an additional payment equal to 200% of the target bonus for the year in which the termination occurs, (iii) continued Monthly Medical Payments for a period of 24 months, and (iv) continuation of health care coverage under COBRA with premiums to be paid by the Company for up to 29 months. Further, the vesting of all remaining unvested options and restricted stock grants then held by Mr. Crowley would accelerate in full. TABLE OF CONTENTS Finally, if Mr. Crowley’s employment ceases due to his death or disability, he (or his estate, as applicable) will be entitled to (i) continuation of the Monthly Medical Payments for 12 months, and (ii) continuation of health care coverage under COBRA with premiums to be subsidized by the Company for up to 12 months. We believe that the severance package for our chief executive officer is appropriate considering his role, responsibilities and his excellent historical service to the Company. On September 29, 2021, in connection with the Caritas-ARYA transaction, the Company announced that Mr. Crowley would become CEO of Caritas and enter into a new employment agreement with the Company as a strategic advisor. The effectiveness of this strategic advisor agreement was contingent upon the closing of the Caritas-ARYA transaction; as the transaction was terminated, the strategic advisor agreement was terminated ab initio. Other Named Executive Officers Messrs. Campbell, Clark and Do and Mses. Quimi and Rosenberg. We employ Mr. Campbell as our President and Chief Operating Officer, Mr. Clark as our Chief People Officer, Dr. Do as our Chief Scientific Advisor, Ms. Quimi as our Chief Financial Officer and Ms. Rosenberg as our Chief Legal Officer and Corporate Secretary, pursuant to their respective employment agreements. If any of these executive officers is terminated without cause (other than within 12 months following a change in control), then the executive officer has the right to receive the following: continuation of such executive’s base salary for 12 months; an amount equal to the target bonus for such executive officer pro-rated for the number of months actually worked in the year of termination; accelerated vesting of equity awards otherwise scheduled to vest within twelve months; and continuation of health care coverage with premiums to be paid by the Company for a period of 12 months. In addition, if any of these executive officers is terminated other than for cause within 12 months following a change of control or, if within 12 months following a change of control, the executive officer resigns for good reason, then the executive officer has the right to receive: continuation of such executive’s base salary for 18 months in an amount equal to such executive’s then current base salary; an amount equal to such executive officer’s target annual bonus; any outstanding equity awards held by the executive officer will vest (with PRSUs vesting at target or such greater level as determined by the Board); and continuation of health care coverage with premiums to be paid by the Company for a period of 18 months. Finally, if any of the executive officer’s employment ceases due to death or disability, such executive will be entitled to continuation of health care coverage with premiums to be subsidized by the Company for up to 12 months. As a condition to the payment of the foregoing severance benefits, a departing executive officer is required to execute a general release of claims against the Company and its affiliates. Each named executive officer is bound by non-disclosure, inventions transfer, non-solicitation and non-competition covenants that prohibit the executive officer from competing with the Company during the term of his or her employment and for twelve months after termination of employment. Retirement Benefits under the Company’s Equity Plan Under the Amicus Amended and Restated 2007 Equity Incentive Plan, all participants in the plan, including each named executive officer, would generally be eligible for the retirement benefits set forth below, upon such participant’s termination of employment, if such participant meets the following criteria at the time of such termination: The participant must have at least 5 years of continuous service The participant must be at least 55 years of age The sum of the participant’s age and years of service with the Company must equal or exceed 67 years (collectively, the “Retirement Criteria”) TABLE OF CONTENTS Notwithstanding the above, if the participant’s employment is terminated by the Company for cause, then the retirement benefits would be forfeited. Ms. Quimi is the only named executive officer who met the Retirement Criteria in 2021. Options: Any unvested Options shall continue to vest until the second anniversary of the participant’s separation, and all vested Options (including those eligible to vest pursuant to the preceding clause) shall remain exercisable until the earlier of (i) the 4th anniversary of the date of such separation, and (ii) the original expiration date of the term of the Option; any options not exercised in such period shall be forfeited with no further compensation due to the participant. RSUs: Any unvested RSUs that would vest up to the second anniversary of the participant’s separation, shall have accelerated vesting, and the shares will be delivered to the participant upon separation; any unvested RSUs beyond the two-year date shall be forfeited with no further compensation due to the participant. PRSUs: A prorated portion of the participant’s PRSUs (based on the participant’s period of service with the Company during the performance period) would remain eligible to vest and become delivered based upon satisfaction of the goals applicable to such PRSUs (collectively, the “Equity Retirement Benefits”). Death and Disability The same Equity Retirement Benefits described above afforded upon a participant’s retirement after satisfying the Retirement Criteria would be offered to any participant upon a termination of employment due to such participant’s death or disability. Potential Payments upon Termination without Cause or Resignation for Good Reason For each named executive officer, the following table sets forth quantitative estimates of the benefits that would have accrued if such executive’s employment had been terminated without cause or, in the case of Mr. Crowley, he resigned for good reason, on December 31, 2021 other than in connection with a change of control. Amounts below reflect potential payments pursuant to the severance agreements for such named executive officers. | John F. Crowley
Chairman and
Chief Executive
Officer | | | $1,112,397(5) | | | $723,058 | | | $1,273,695(6) | | | $5,405,601 | | | $3,263,245 | | | $11,777,996 | | | Daphne Quimi
Chief Financial
Officer | | | 470,080(7) | | | 211,536 | | | 10,474 | | | 1,062,772 | | | 880,457 | | | 2,635,319 | | | Bradley L. Campbell
President and Chief
Operating Officer | | | 552,018(7) | | | 276,009 | | | 31,198 | | | 1,804,530 | | | 1,508,303 | | | 4,172,058 | | | Ellen S. Rosenberg
Chief Legal Officer
and Corporate
Secretary | | | 470,485(7) | | | 211,718 | | | 24,733 | | | 1,343,365 | | | 885,943 | | | 2,936,244 | | | David M. Clark
Chief People Officer | | | 440,274(7) | | | 198,123 | | | 24,732 | | | 1,052,462 | | | 934,707 | | | 2,650,298 | | | Hung Do
Former Chief
Science Officer | | | 217,802(7) | | | 98,011 | | | 31,198 | | | 1,072,961 | | | 899,549 | | | 2,319,521 | |
(1)
Severance Benefits and Change of Control Arrangements
As of December 31, 2019, we have agreed to provide severance benefits and change of control arrangements to our current executives as described below.
John F. Crowley. We employ Mr. Crowley as our Chief Executive Officer pursuant to an employment agreement. The agreement will continue for successive one-year terms until either Mr. Crowley or the company provide written notice of termination to the other in accordance with the terms of the agreement. Upon the termination of his employment by the company other than for cause, or if the company decides not to extend Mr. Crowley’s agreement at the end of any term, or if Mr. Crowley resigns for good reason, Mr. Crowley has the right to receive (i) a severance payment in an amount equal to his then current base salary payable over 18 months in accordance with the company’s regular payroll practices, (ii) an additional payment equal to 150% of the target bonus for the year in which the termination occurs, (iii) continued Monthly Medical Payments for a period of 18 months, and (iv) continuation of health care coverage under COBRA with premiums to be paid by the Company for up to 29 months. Further, the vesting of all options then held by Mr. Crowley shall accelerate by one year. Mr. Crowley is not entitled to severance payments if the company terminates him for cause or if he resigns without good reason.
Further, if upon the termination of Mr. Crowley’s employment by the company other than for cause, or if the company decides not to extend his employment agreement at the end of any term, or if Mr. Crowley resigns for good reason, in each case within twelve months following a change of control in the Company, then Mr. Crowley has the right to receive (i) a severance payment in an amount equal to two times his then current base salary payable over 24 months in accordance with our regular payroll practices, (ii) an additional payment equal to 200% of the target bonus for the year in which the termination occurs, (iii) continued Monthly Medical Payments for a period of 24 months, and (iv) continuation of health care coverage under COBRA with premiums to be paid by the Company for up to 29 months. Further, the vesting of all remaining unvested options and restricted stock grants then held by Mr. Crowley would accelerate in full.
Finally, if Mr. Crowley’s employment ceases due to his death or disability, he (or his estate, as applicable) will be entitled to (i) continuation of the Monthly Medical Payments for 12 months, and (ii) continuation of health care coverage under COBRA with premiums to be subsidized by the Company for up to 12 months. We believe that the severance package for our chief executive officer is appropriate considering his role, responsibilities and his excellent historical service to the Company.
Other Named Executive Officers
Messrs. Campbell and Do and Ms. Rosenberg. We employ Mr. Campbell as our President and Chief Operating Officer, Mr. Hung as our Chief Science Officer, and Ms. Rosenberg as our Chief Legal Officer and Corporate Secretary, pursuant to their respective employment agreements. If any of these executive officers is terminated without cause (other than within 12 months following a change in control), then the executive officer has the right to receive the following:
•
continuation of such executive’s base salary for 12 months;
•
an amount equal to the target bonus for such executive officer pro-rated for the number of months actually worked in the year of termination;
•
vesting of option awards then held by them will automatically accelerate by twelve months; and
•
continuation of health care coverage under COBRA with premiums to be paid by the Company for a period of 12 months.
In addition, if any of these executive officers is terminated as of December 31, 2019 other than for cause within 12 months following a change of control or, if within 12 months following a change of control, the executive officer resigns for good reason, then the executive officer has the right to receive:
•
continuation of such executive’s base salary for 12 months in an amount equal to one and one-half times such executive’s then current base salary;
•
an amount equal to such executive officer’s target annual bonus;
•
any outstanding unvested stock options and restricted stock grants held by the executive officer will fully vest; and
•
continuation of health care coverage under COBRA with premiums to be paid by the Company for a period of 18 months.
Ms. Quimi. We employ Ms. Quimi as our Chief Financial Officer pursuant to her employment agreement. The following is a description of her employment agreement that was in effect prior to her promotion to chief financial officer in 2019. Per the agreement in effect as of December 31, 2019, if Ms. Quimi is terminated without cause (other than within 12 months following a change in control), then she has the right to receive the following:
•
continuation of her base salary for 6 months;
•
if terminated after June 30th of the calendar year, a bonus in the amount earned in the prior year, pro-rated for the number of months worked in the year of termination;
•
vesting of option awards then held by them will automatically accelerate by six months; and
•
continuation of health care coverage under COBRA with premiums to be paid by the Company for a period of 12 months.
In addition, if Ms. Quimi is terminated as of December 31, 2019 other than for cause within 12 months following change of control or, if within 12 months following a change of control, she resigns for good reason, then she has the right to receive:
•
continuation of her base salary for 12 months in an amount equal to her then current base salary;
•
if terminated after June 30th of the calendar year, a bonus in the amount earned in the prior year, pro-rated for the number of months worked in the year of termination;
•
any outstanding unvested stock options held by the executive officer will fully vest; and
•
continuation of health care coverage under COBRA with premiums to be paid by the Company for a period of 12 months.
Finally, if any of the executive officer’s employment ceases due to death or disability, such executive will be entitled to continuation of health care coverage under COBRA with premiums to be subsidized by the Company for up to 12 months.
As a condition to the payment of the foregoing severance benefits, a departing executive officer is required to execute a general release of claims against the Company and its affiliates. Each named executive officer is bound by non-disclosure, inventions transfer, non-solicitation and non-competition covenants that prohibit the executive officer from competing with the Company during the term of his or her employment and for twelve months after termination of employment.
Retirement Benefits under the Company’s Equity Plan
Under the Amicus Amended and Restated 2007 Equity Incentive Plan, all participants in the plan, including each named executive officer, would generally be eligible for the retirement benefits set forth below, upon such participant’s termination of employment, if such participant meets the following criteria at the time of such termination:
•
The participant must have at least 5 years of continuous service
•
The participant must be at least 55 years of age
•
The sum of the participant’s age and years of service with the Company must equal or exceed 67 years (collectively, the “Retirement Criteria”)
Notwithstanding the above, if the participant’s employment is terminated by the Company for cause, then the retirement benefits would be forfeited. None of our named executive officers met the Retirement Criteria in 2019.
•
Options: Any unvested Options shall continue to vest until the second anniversary of the participant’s separation, and all vested Options (including those eligible to vest pursuant to the preceding clause) shall remain exercisable until the earlier of (i) the 4th anniversary of the date of such separation, and (ii) the original expiration date of the term of the Option; any options not exercised in such period shall be forfeited with no further compensation due to the participant.
•
RSUs: Any unvested RSUs that would vest up to the second anniversary of the participant’s separation, shall have accelerated vesting, and the shares will be delivered to the participant upon separation; any unvested RSUs beyond the two-year date shall be forfeited with no further compensation.
•
PRSUs: A prorated portion of the participant’s PRSUs (based on the participant’s period of service with the Company during the performance period) would remain eligible to vest and become delivered based upon satisfaction of the goals applicable to such PRSUs (collectively, the “Equity Retirement Benefits”).
The same Equity Retirement Benefits described above afforded upon a participant’s retirement after satisfying the Retirement Criteria would be offered to any participant upon a termination of employment due to such participant’s death or disability.
Potential Payments upon Termination without Cause or Resignation for Good Reason
For each named executive officer the following table sets forth quantitative estimates of the benefits that would have accrued if such executive’s employment had been terminated without cause or, in the case of Mr. Crowley, he resigned for good reason, on December 31, 2019 (please note that as a termination is assumed as of December 31, 2019, the following table shows the severance payable prior to the revised agreements discussed above) other than in connection with a change of control. Amounts below reflect potential payments pursuant to the severance agreements for such named executive officers.
Name and Principal Position | | | Salary Continuation ($) | | | Bonus ($)(1) | | | Benefit Continuation ($)(2) | | | Value of RSU & PRSU Vesting ($)(3)(4) | | | Value of Stock Option Vesting ($)(4) | | | Total ($) | | John F. Crowley Chairman and Chief Executive Officer | | | 985,155(5) | | | 591,093 | | | 1,260,449(6) | | | 5,695,618 | | | 382,347 | | | 8,914,662 | | Daphne Quimi Chief Financial Officer | | | 400,000(7) | | | 212,960 | | | 8,649 | | | 783,213 | | | 65,492 | | | 1,470,314 | | Bradley L. Campbell President and Chief Operating Officer | | | 500,877(7) | | | 378,788 | | | 25,761 | | | 1,801,911 | | | 154,992 | | | 2,862,329 | | Hung Do Chief Science Officer | | | 414,625(7) | | | 200,678 | | | 21,894 | | | 1,210,347 | | | 105,320 | | | 1,952,864 | | Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary | | | 439,213(7) | | | 233,837 | | | 20,373 | | | 1,182,101 | | | 116,722 | | | 1,992,246 | |
(1)
| Bonus component paid in lump sum.
|
(2)
| Other than with respect to Mr. Crowley, benefits to be continued consist of COBRA premiums paid by the Company for 12 months.
|
(3)
| The PRSUs reported in the table are based on an assumed satisfaction of the applicable performance goals based on the tracking of such goals as of December 31, 2019.2021. The actual number of PRSUs delivered to a named executive officer would depend on the satisfaction of each performance goal at the end of the applicable performance period. |
(4)
TABLE OF CONTENTS (4)
| Value of the equity that would accelerate upon such event is calculated using the closing stock price of $9.74$11.55 on December 31, 2019.
2021. In the case of stock options, the amount shown reflects the option “spread” (i.e., the difference between the option exercise price and the fair market value of our common stock) as of December 31, 2021 of stock options that would become non-forfeitable in this case. |
(5)
| Base salary paid in installments over an 18-month period following such termination of employment.
|
(6)
| Benefits to be continued consist of estimated healthcare costs and health insurance premiums for Mr. Crowley’s family, which primarily consists of the Monthly Medical Payments paid over 18 months and up to 29 months of COBRA coverage.
|
(7)
| Base salary paid in installments over a 12-month period following such termination of employment.
Potential Payments upon a Change of Control
The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers in the event of a change in control on December 31, 2019 (please note that as a termination is assumed as of December 31, 2019, the following table shows the severance payable prior to the revised agreements discussed above) under their applicable agreements, but where such named executive officer was not terminated in connection with such change in control.
Name and Principal Position | | | Value of RSU Vesting ($)(1) | | | Value of PRSU Vesting ($)(1)(2) | | | Total ($)(1) | | John F. Crowley Chairman and Chief Executive Officer | | | | $ | 4,144,097 | | | | | $ | 5,032,574 | | | | | $ | 9,176,671 | | | Daphne Quimi Chief Financial Officer | | | | | 821,063 | | | | | | 936,485 | | | | | | 1,757,547 | | | Bradley L. Campbell President and Chief Operating Officer | | | | | 1,670,615 | | | | | | 1,972,284 | | | | | | 3,642,899 | | | Hung Do Chief Science Officer | | | | | 1,090,374 | | | | | | 1,318,908 | | | | | | 2,409,282 | | | Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary | | | | | 1,058,407 | | | | | | 1,293,799 | | | | | | 2,352,206 | | |
|
Potential Payments upon a Change of Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers in the event of a change in control on December 31, 2021 under their applicable agreements, without regard as to whether such named executive officer’s employment was terminated in connection with such change in control. | John F. Crowley
Chairman and Chief Executive Officer | | | $5,210,632 | | | $5,653,574 | | | $10,864,206 | | | Daphne Quimi
Chief Financial Officer | | | 1,373,549 | | | 1,534,476 | | | 2,908,025 | | | Bradley L. Campbell
President and Chief Operating Officer | | | 2,386,103 | | | 2,607,345 | | | 4,993,448 | | | Ellen S. Rosenberg
Chief Legal Officer and Corporate Secretary | | | 1,407,702 | | | 1,526,477 | | | 2,934,179 | | | David M. Clark
Chief People Officer | | | 1,272,256 | | | 1,276,386 | | | 2,548,642 | | | Hung Do
Former Chief Science Officer | | | 1,430,964 | | | 1,543,121 | | | 2,974,085 | |
(1)
| The market value is based on the closing stock price of $9.74$11.55 on December 31, 2019.
2021. |
(2)
| In accordance with the applicable PRSU agreements, assumes performance at target level or at the level determined as if the goal was satisfied as of the date of such change in control.
Potential Payments upon Termination Due to Change of Control
The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers, if his or her employment had been terminated due to a termination without cause or a resignation with good reason on December 31, 2019 (please note that as a termination is assumed as of December 31, 2019, the following table shows the severance payable prior to the revised agreements discussed above),
|
Potential Payments upon Termination Due to Change of Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers if his or her employment had been terminated due to a termination without cause or a resignation with good reason on December 31, 2021, assuming that such termination occurs within twelve months following a change of control. Name and Principal Position | John F. Crowley
Chairman and Chief
Executive Officer | | | $1,483,196(4) | | | $964,077 | | | $1,673,697(5) | | | $10,864,206 | | | $566,719 | | | $15,551,895 | | | Daphne Quimi
Chief Financial
Officer | | | 705,120(6) | | | 211,536 | | | 15,711 | | | 2,908,025 | | | 153,737 | | | 3,994,129 | | | Bradley L. Campbell
President and Chief
Operating Officer | | | 783,027(6) | | | 276,009 | | | 46,797 | | | 4,993,448 | | | 258,086 | | | 6,357,367 | | | Ellen S. Rosenberg
Chief Legal Officer
and Corporate
Secretary | | | 705,728(6) | | | 211,718 | | | 37,100 | | | 2,934,180 | | | 150,378 | | | 4,039,104 | | | David M. Clark
Chief People Officer | | | 660,411(6) | | | 198,123 | | | 37,098 | | | 2,548,642 | | | 126,851 | | | 3,571,125 | |
TABLE OF CONTENTS | Hung Do
Former Chief
Science Officer | | | 326,703(6) | | | 98,011 | | | 46,797 | | | 2,974,085 | | | 150,378 | | | 3,595,974 | |
(1)
| | | Salary
Continuation
($)
| | | Bonus
($)(1)
| | | Benefit
Continuation
($)(2)
| | | Value of
RSU & PRSU
Vesting
($)(3)
| | | Value of
Stock
Option
Vesting
($)(3)
| | | Total
($)
| | John F. Crowley
Chairman and Chief
Executive Officer
| | | $1,313,540(4)
| | | $788,124
| | | $1,660,451(5)
| | | $9,047,145
| | | $409,495
| | | $13,218,755
| | Daphne Quimi
Chief Financial Officer
| | | 600,000(6)
| | | 212,960
| | | 12,974
| | | 1,742,233
| | | 69,682
| | | 2,637,849
| | Bradley L. Campbell
President and Chief
Operating Officer
| | | 751,316(6)
| | | 378,788
| | | 38,642
| | | 3,595,550
| | | 165,084
| | | 4,929,380
| | Hung Do
Chief Science Officer
| | | 621,938(6)
| | | 200,678
| | | 32,841
| | | 2,373,073
| | | 112,148
| | | 3,340,678
| | Ellen S. Rosenberg
Chief Legal Officer and
Corporate Secretary
| | | 658,820(6)
| | | 233,837
| | | 30,560
| | | 2,318,782
| | | 123,549
| | | 3,365,548
| |
(1)
Bonus component paid in lump sum.
|
(2)
| Other than with respect to Mr. Crowley, benefits to be continued consist of COBRA premiums paid by the Company for 18 months.
|
(3)
| Value of the equity that would accelerate upon such event is calculated using the closing stock price of $9.74$11.55 on December 31, 2019.
2021. In the case of stock options, the amount shown reflects the option “spread” (i.e., the difference between the option exercise price and the fair market value of our common stock) as of December 31, 2021 of stock options that would become non-forfeitable in this case. |
(4)
| Base salary paid in installments over a 24-month period following such termination of employment.
|
(5)
| Benefits to be continued consist of estimated healthcare costs and health insurance premiums for Mr. Crowley’s family, which primarily consists of the Monthly Medical Payments paid over 24 months and up to 29 months of COBRA coverage.
|
(6)
| Base salary paid in installments over an 18-month period following such termination of employment. |
Potential Payments upon Termination Due to Death or Disability The following sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers if his or her employment had been terminated due to death or disability on December 31, 2021. | John F. Crowley
Chairman and Chief Executive Officer | | | $830,496 | | | $7,794,268 | | | $549,910 | | | $9,174,674 | | | Daphne Quimi
Chief Financial Officer | | | 10,474 | | | 2,037,453 | | | 149,030 | | | 2,196,957 | | | Bradley L. Campbell
President and Chief Operating
Officer | | | 31,198 | | | 3,512,013 | | | 250,242 | | | 3,793,453 | | | Ellen S. Rosenberg
Chief Legal Officer and
Corporate Secretary | | | 24,733 | | | 2,085,002 | | | 145,896 | | | 2,255,631 | | | David M. Clark
Chief People Officer | | | 24,732 | | | 1,836,904 | | | 123,040 | | | 1,984,676 | | | Hung Do
Former Chief Science Officer | | | 31,198 | | | 2,106,617 | | | 145,896 | | | 2,283,711 | |
Potential Payments upon Termination Due to Death or Disability
The following sets forth quantitative estimates of the benefits that would have accrued to each of our named executive officers, if his or her employment had been terminated due to death or disability on December 31, 2019 (please note that as a termination is assumed as of December 31, 2019, the following table shows the severance payable prior to the revised agreements discussed above).
Name and Principal Position (1)
| | | Benefit
Continuation
($)(1)
| | | Value of
RSU &
PRSU
Vesting
($)(2)
| | | Value of
Stock Option
Vesting
($)(2)
| | | Total
($)
| | John F. Crowley
Chairman and Chief Executive Officer
| | | $825,015
| | | $6,969,944
| | | $4,292,379
| | | $12,087,338
| | Daphne Quimi
Chief Financial Officer
| | | 8,649
| | | 1,187,878
| | | 879,522
| | | 2,076,049
| | Bradley L. Campbell
President and Chief Operating Officer
| | | 25,761
| | | 2,684,659
| | | 1,735,434
| | | 4,445,854
| | Hung Do
Chief Science Officer
| | | 21,894
| | | 1,811,606
| | | 1,137,622
| | | 2,971,122
| | Ellen S. Rosenberg
Chief Legal Officer and Corporate
Secretary
| | | 20,373
| | | 1,765,692
| | | 1,126,499
| | | 2,912,564
| |
(1)
Benefits to be continued consist of COBRAbenefit continuation and HSA premiums paid by the Company for 12 months following such termination. For Mr. Crowley, this also includes the Monthly Medical Payments.
|
(2)
| Value of the equity that would accelerate upon such event is calculated using the closing stock price of $9.74$11.55 on December 31, 2019.
CEO Pay Ratio
Under Section 953(b)2021. In the case of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the following disclosure regarding the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (the “Pay Ratio”).
In 2018 we identified our median employee by determining the 2018 total annualized target cash compensation for all of our global employees (excluding our Chief Executive Officer), whether employed on a fulltime, part-time or seasonal basis, who were employed by us on October 1, 2018 as our consistently applied compensation measure. Total annualized target cash compensation for these purposes consists of annualized base salary and annual target bonus. Once we identified our median employee, we calculated such employee’s annual total compensation for 2018 in the same manner that we determined the total compensation of our
Chief Executive Officer for purposes of the Summary Compensation Table disclosed above. Per SEC rules permitting use of the same median employee for up to three consecutive years, we have elected to utilize the same median employee for purposes of the CEO Pay Ratio calculation.
For the year ended December 31, 2019, (i) the annual total compensation of our Chief Executive Officer was $9,852,663; (ii) the annual total compensation of our median employee was $152,717; and (iii) based on this information, we reasonably estimate our Pay Ratio to be 65:1. Because the SEC rules for identifying the median employee and calculating the Pay Ratio allow companies to use different methodologies, to apply certain exemptions, and to make reasonable estimates and assumptions, the Pay Ratio calculation presented above is a reasonable estimate and may not be comparable to the pay ratio reported by other companies.
Director Compensation
Pursuant to our Director Compensation Policy, each non-employee member of our Board received the following cash compensation for Board services during 2019, as applicable:
•
$40,000 per year for service as a Board member (for service in 2019 prior to the Annual Meeting) and $47,500 per year for service as a Board member, effective as of the date of the 2019 Annual Meeting;
•
$30,000 per year for service as Lead Independent Director;
•
$30,000 per year for service as chairperson of the Audit and Compliance Committee (inclusive of committee membership fees described below);
•
$20,000 per year for service as chairperson of the Compensation and Leadership Development Committee (inclusive of committee membership fees described below);
•
$12,500 per year for service as chairperson of the Nominating and Corporate Governance Committee or the Science and Technology Committee (inclusive of committee membership fees described below); and
•
$10,000 per year for service as a member of the Audit and Compliance Committee and $7,500 per year for service as a member of the Compensation and Leadership Development Committee, the Nominating and Corporate Governance Committee or the Science and Technology Committee.
In 2019, each director received an annual grant of non-qualified options and RSUs worth $225,000, with 2/3 of the value assigned to the non-qualified stock options, and 1/3 of the value assigned to RSUs. The grant date isamount shown reflects the date of our Annual Meeting of Stockholders and each grant will vest in full atoption “spread” (i.e., the following Annual Meeting of Stockholders. Thedifference between the option exercise price of each option granted to a non-employee director will be equal to 100% ofand the fair market value of a share on the dateour common stock) as of grant. Options will have a maximum termDecember 31, 2021 of 10 years measured from the grant date, subject to terminationstock options that would become non-forfeitable in the eventthis case.
|
TABLE OF CONTENTS Potential Payments Due to Retirement The following sets forth quantitative estimates of the benefits that would have accrued to Ms. Quimi on December 31, 2021 if she had elected to retire. Ms. Quimi was the only named executive officer to qualify for the retirement benefit in 2021. | Daphne Quimi
Chief Financial Officer | | | $2,037,453 | | | $149,030 | | | $2,186,483 | |
(1)
| Value of the director’s cessationequity that would accelerate upon such event is calculated using the closing stock price of Board service. All$11.55 on December 31, 2021. In the case of our directors are also eligible to participate in our 2007 Equity Incentive Plan.In 2019, after a review of market data,stock options, the Board approved an increase inamount shown reflects the annual director fee from $40,000 to $47,500, effective as ofoption “spread” (i.e., the date ofdifference between the 2019 Annual Meeting. Additionally, in April 2019, the Board approved an increase for newly appointed independent Board members whereby qualifying appointees will receive non-qualified options and RSUs with the value of $400,000, consisting of 50% RSUs and 50% Options, in connection with their election to the Board. Theoption exercise price of each option granted will be equal to 100% ofand the fair market value of a share on the dateour common stock) as of the grant. Unlike the annual grant to our directors, but consistent with our grants to our named executive officers, these initial grant awards vest over a four year period with 25% vesting one year after the vesting commencement date and the remainder vesting ratably each month thereafter in equal installments over a three year period subject to continued service as a director. Upon his appointment to the Board in 2019, Mr. Whitman received a new director equity grant at $400,000 value, with 50% RSUs and 50% Options. We expect to make additional initial grantsDecember 31, 2021 of stock options and RSUs to any newly appointed independent Board membersthat would become non-forfeitable in the future.this case.
|
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the following disclosure regarding the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (the “Pay Ratio”). In 2021 we identified our median employee by determining the 2021 total annualized target cash compensation for all of our global employees (excluding our Chief Executive Officer), whether employed on a fulltime, part-time or seasonal basis, who were employed by us on October 1, 2021 as our consistently applied compensation measure. Total annualized target cash compensation for these purposes consists of annualized base salary and annual target bonus. Once we identified our median employee, we calculated such employee’s annual total compensation for 2021 in the same manner that we determined the total compensation of our Chief Executive Officer for purposes of the Summary Compensation Table disclosed above. For the year ended December 31, 2021, (i) the annual total compensation of our Chief Executive Officer was $9,990,032; (ii) the annual total compensation of our median employee was $197,842; and (iii) based on this information, we reasonably estimate our Pay Ratio to be 50:1. Because the SEC rules for identifying the median employee and calculating the Pay Ratio allow companies to use different methodologies, to apply certain exemptions, and to make reasonable estimates and assumptions, the Pay Ratio calculation presented above is a reasonable estimate and may not be comparable to the pay ratio reported by other companies. Director Compensation Pursuant to our Director Compensation Policy, each non-employee member of our Board received the following cash compensation for Board services during 2021, as applicable: $47,500 per year for service as a Board member; $30,000 per year for service as Lead Independent Director; $30,000 per year for service as chairperson of the Audit and Compliance Committee (inclusive of committee membership fees described below); $20,000 per year for service as chairperson of the Compensation and Leadership Development Committee (inclusive of committee membership fees described below); $12,500 per year for service as chairperson of the Nominating and Corporate Governance Committee (inclusive of committee membership fees described below); $12,500 per year for service as chairperson of the Science and Technology Committee for service in 2021 prior to April 6, 2021 and $16,000 per year for service as chairperson of the Science and Technology Committee, effective as of April 6, 2021; and $10,000 per year for service as a member of the Audit and Compliance Committee and $7,500 per year for service as a member of the Compensation and Leadership Development Committee, the Nominating and Corporate Governance Committee or the Science and Technology Committee. In 2021, after a review of market data, the Board approved an increase in the value of the annual director equity grant from $225,000 to $325,000 and an increase in the value of the newly appointed independent director equity grant from $400,000 to $487,500. Accordingly, in 2021 each director received an annual grant of non-qualified options and RSUs worth Summary of Non-Employee Director Compensation Table
The following table provides information regarding the compensation that each of our non-employee directors earned during the year ended December 31, 2019.
Name49
TABLE OF CONTENTS $325,000, with 2/3 of the value assigned to the non-qualified stock options, and 1/3 of the value assigned to RSUs. The grant date is the date of our Annual Meeting of Stockholders and each grant will vest in full on the first anniversary of the grant date. The exercise price of each option granted to a non-employee director will be equal to 100% of the fair market value of a share on the date of grant. Options will have a maximum term of 10 years measured from the grant date, subject to earlier termination in the event of the director’s cessation of Board service. Newly appointed independent Board members receive non-qualified options and RSUs valued at $487,500, consisting of 50% RSUs and 50% Options. The exercise price of each option granted will be equal to 100% of the fair market value of a share on the date of the grant. Unlike the annual grant to our directors, but consistent with our grants to our named executive officers, these initial grant awards vest over a four-year period. The RSUs granted to each newly appointed director vest 25% per year on the anniversary of the grant date whereas the options will vest 25% on the first anniversary of the date of grant with the remainder vesting ratably each month thereafter over a three-year period. Vesting of these initial grant awards is conditioned on the director’s continued service through each vesting date. Upon her appointment to the Board in 2021, Dr. Roberts received a new director equity grant at $487,500 value, with 50% RSUs and 50% Options. We expect to make additional initial grants of stock options and RSUs to any newly appointed independent Board members in the future. Director Compensation Table The following table provides information regarding the compensation that each of our non-employee directors earned during the year ended December 31, 2021. | Lynn D. Bleil | | | 70,000 | | | 108,333 | | | 216,667 | | | 395,000 | | | Robert Essner | | | 57,500 | | | 108,333 | | | 216,667 | | | 382,500 | | | Michael Kelly | | | 65,000 | | | 108,333 | | | 216,667 | | | 390,000 | | | Margaret G. McGlynn | | | 75,000 | | | 108,333 | | | 216,667 | | | 400,000 | | | Michael G. Raab | | | 103,276 | | | 108,333 | | | 216,667 | | | 428,276 | | | Eiry W. Roberts, M.D.(3) | | | 34,856 | | | 243,750 | | | 243,750 | | | 522,356 | | | Glenn P. Sblendorio | | | 77,500 | | | 108,333 | | | 216,667 | | | 402,500 | | | Craig A. Wheeler | | | 69,990 | | | 108,333 | | | 216,667 | | | 394,990 | | | Burke W. Whitman | | | 65,000 | | | 108,333 | | | 216,667 | | | 390,000 | |
(1)
| | | Fees
Earned
($)(1)
| | | RSU
Awards
($)(2)
| | | Option
Awards
($)(2)
| | | Change in
Pension
Value & Non
Qualified
Deferred
Compensation
Earnings
| | | Total
($)
| | Lynn D. Bleil | | | $58,805(3)
| | | $75,000
| | | $150,023
| | | $1,973
| | | $285,801
| | Robert Essner | | | 53,805
| | | 75,000
| | | 150,023
| | | —
| | | 278,828
| | Ted W. Love, M.D. | | | 62,963
| | | 75,000
| | | 150,023
| | | —
| | | 287,986
| | Margaret G. McGlynn. | | | 71,305
| | | 75,000
| | | 150,023
| | | —(6)
| | | 296,328
| | Michael G. Raab | | | 96,305
| | | 75,000
| | | 150,023
| | | —
| | | 321,328
| | Glenn P. Sblendorio | | | 65,027(4)
| | | 75,000
| | | 150,023
| | | 8,771
| | | 298,821
| | Craig A. Wheeler | | | 59,647
| | | 75,000
| | | 150,023
| | | —
| | | 284,670
| | Burke W. Whitman(5) | | | 33,212
| | | 200,004
| | | 200,031
| | | —
| | | 433,247
| |
(1)
Represents fees earned by non-employee director pursuant to Director Compensation Policy.
|
(2)
| Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in this valuation are discussed in Form 10-K, at Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share-based Compensation. Subject generally to continued service, annual director grant optionsgrants vest at the following year’s Annual Meeting while the initial director grant optionsgrants vest over four years.
|
(3)
As described more fully below, Ms. Bleil participates in our Non-Qualified Cash Deferral Plan and for 2019, the fees deferred were $58,805.
(4)
As described more fully below, Mr. Sblendorio participates in our Non-Qualified Cash Deferral Plan and for 2019, the fees deferred were $36,902.
(5)
Mr. Whitman
| Dr. Roberts was elected to the Board on June 27, 2019 at the 2019 Annual Meeting.10, 2021. The fees shown in the table above represent hisher pro-rated earningsfees while the equity awards reflect the valuegrant date values of hisher new hire grant; Mr. Whitman was not eligible for an annual grant in 2019.
(6)
Ms. McGlynn incurred a loss on her investment selection in her deferred compensation plan account of $6,963; per SEC rules, such a loss is not to be reflected in the Summary Non-Employee Director Compensation Table; please see the “Non-Qualified Deferred Compensation for Non-Employee Directors” table below.
As of December 31, 2019, our non-employee directors had the following number of stock options outstanding:
Name | | | Aggregate
Options
Outstanding
| | | Vested/Unvested | grants. | Lynn D. Bleil | | | 34,078
| | | 4,563/29,515
| | Robert Essner | | | 144,621
| | | 125,148/19,473
| | Ted W. Love, M.D. | | | 144,621
| | | 125,148/19,473
| | Margaret G. McGlynn | | | 169,621
| | | 150,148/19,473
| | Michael G. Raab | | | 140,255
| | | 120,782/19,473
| | Glenn P. Sblendorio | | | 129,621
| | | 110,148/19,473
| | Craig A. Wheeler | | | 74,621
| | | 51,398/23,223
| | Burke W. Whitman | | | 25,964
| | | 0/25,964
| |
Non-employee directors are also eligible to defer board fees pursuant to the terms of the Cash Deferral Plan, described more fully above.
|
As of December 31, 2021, our non-employee directors had the following number of stock options outstanding: | Lynn D. Bleil | | | 88,763 | | | 49,906/38,857 | | | Robert Essner | | | 199,306 | | | 163,195/36,111 | | | Michael A. Kelly | | | 50,333 | | | 3,555/46,778 | | | Margaret G. McGlynn | | | 184,306 | | | 148,195/36,111 | | | Michael G. Raab | | | 184,306 | | | 148,195/36,111 | | | Eiry W. Roberts, M.D. | | | 40,625 | | | 0/40,625 | | | Glenn P. Sblendorio | | | 184,306 | | | 148,195/36,111 | | | Craig A. Wheeler | | | 129,306 | | | 93,195/36,111 | | | Burke W. Whitman | | | 80,649 | | | 34,785/45,864 | |
Non-employee directors are also eligible to defer board fees pursuant to the terms of the Cash Deferral Plan, described more fully above. TABLE OF CONTENTS As of December 31, 2021, our non-employee directors had the following number of restricted stock units outstanding: | Lynn D. Bleil | | | 24,020(1) | | | Robert Essner | | | 10,115 | | | Michael A. Kelly | | | 16,743 | | | Margaret G. McGlynn | | | 25,301(2) | | | Eiry W. Roberts, M.D. | | | 22,759 | | | Michael G. Raab | | | 10,115 | | | Glenn P. Sblendorio | | | 10,115 | | | Craig A. Wheeler | | | 10,115 | | | Burke W. Whitman | | | 16,370 | |
(1)
| The number of restricted stock units outstanding:Name | | | Aggregate
Restricted
Stock Units
Outstanding
| | Lynn D. Bleil | | | 12,850
| | Robert Essner | | | 6,250
| | Ted W. Love, M.D. | | | 6,250
| | Margaret G. McGlynn | | | 9,331(1)
| | Michael G. Raab | | | 6,250
| | Glenn P. Sblendorio | | | 9,331(2)
| | Craig A. Wheeler | | | 6,250
| | Burke W. Whitman. | | | 16,667
| outstanding includes 6,250 RSUs that vested on June 4, 2020 and 5,855 that vested on June 4, 2021 but were otherwise each deferred to June 4, 2025. |
(1) (2)
| The number of restricted stock units outstanding includes 3,081 RSUs that were scheduled to vest at thevested on June 27, 2019, Annual Meeting6,250 RSUs that vested on June 4, 2020, and 5,855 RSUs that vested on June 4, 2021 but were otherwise deferred to June 7, 2023.2023, June 4, 2024, and June 4, 2025, respectively. |
Non-Qualified Deferred Compensation for Non-Employee Directors Our Deferral Plans cover our executive officers and members of our Board. The Company does not match participants’ voluntary contributions to the deferral plan. |
|
|