through arm’s length negotiation. Mr. Trivedi’s annual base salary was determined to be $500,000 upon his appointment as President and Chief Executive Officer in December of 2019. We typically review and consider adjustments to our named executive officers’ base salaries on an annual basis.PROPOSAL NO. 1Non-Equity Incentive Plan Compensation
In March 2014, our board of directors adopted an Executive Incentive Compensation Plan, referred to as our Bonus Plan. Our Bonus Plan allows our compensation committee to provide cash incentive awards to selected employees, including our named executive officers, based upon performance goals established by our compensation committee.
Under the Bonus Plan, our compensation committee determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as peer reviews or other subjective or objective criteria. Performance goals that include the Company’s financial results may be determined in accordance with U.S. generally accepted accounting principles, or GAAP, or such financial results may consist of non-GAAP financial measures and any actual results may be adjusted by our compensation committee for one-time items or unbudgeted or unexpected items when determining whether the performance goals have been met. The goals may be on the basis of any factors our compensation committee determines relevant, and may be adjusted on an individual, divisional, business unit or company-wide basis. Any criteria used may be measured on such basis as our compensation committee determines. The performance goals may differ from participant to participant and from award to award.
Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a performance period. The actual award may be below, at or above a participant’s target award, in our compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.
Actual awards are paid in cash (or its equivalent) in a single lump sum only after they are earned and approved by our compensation committee. Unless otherwise determined by our compensation committee, to earn an actual award, a participant must be employed by the Company (or an affiliate of the Company) through the date the bonus is paid. Payment of bonuses occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in the Bonus Plan.ELECTION OF DIRECTORS
Our board of directors hasis currently composed of six members. On March 12, 2021, director Michael J. Dodson notified our board of directors that he would not stand for re-election at the authorityAnnual Meeting. Following receipt of such notice, on March 15, 2021, our board of directors approved a decrease in the authorized number of directors to amend, alter, suspendfive, effective as of immediately following the end of Mr. Dodson’s term as a director, and as of immediately prior to the commencement of the Annual Meeting. At the Annual Meeting, each of the five recommended nominees, if elected, will serve for a one-year term. Each director’s term continues until the election and qualification of his or terminateher successor, or such director’s earlier death, resignation, or removal.
As recommended by the Bonus Plan provided such action doesnominating and corporate governance committee, the board’s nominees for election to the board are the following current members of the board: Tor R. Braham, Peter Y. Chung, Mary Dotz, Eric Singer and Dhrupad Trivedi. If elected, each nominee would hold office until the annual meeting to be held in 2022 and until their successor is elected and qualified or until their earlier death, resignation or removal. For information concerning the nominee, please see the section titled “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not alter or impair the existing rights of any participantgive instructions with respect to the voting of directors, your shares will be voted “FOR” the election of the nominees listed above. Each nominee has advised us that they are willing to serve on our board of directors, if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any earned bonus.
For 2019, Messrs. Constantino, Cochran, and Reiss were eligible to receive annual cash bonuses based 80% on corporate performance goals and 20% on individual performance goals, under our 2019 Executive Cash Incentive Plan, as approvednominee who shall be designated by our compensation committee. board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.
The 2019 Executive Cash Incentive Plan was established under and subject toelection of each director requires a plurality vote of the termsshares of our Executive Incentive Compensation Plan. Mr. Constantino’s target bonus opportunity for our 2019 fiscal year was equalcommon stock present in person or by proxy at the Annual Meeting and entitled to approximately 65% of his 2019 base salary, Mr. Cochran’s target bonus opportunity for our 2019 fiscal year was equalvote thereon to approximately 50% of his 2019 base salary, and Mr. Reiss’ target bonus opportunity for our 2019 fiscal year was equal to approximately 50% of his 2019 base salary. The corporate performance goal under the 2019 plan related to our revenue for 2019. Generally, the portion of the plan basedbe approved. Broker non-votes will have no effect on the corporate performance goal would result in funding of bonuses upon the achievement of a threshold level of revenue of $232.2 million and a target level of revenue of $255.4 million, as specified in a performance goal chart approved by our compensation committee. The maximum amount that could be earned for 2019 was capped at 100% of target.this proposal.
In early 2020, our compensation committee reviewed our achievement against our corporate performance goals. Based on 2019 revenue under our threshold level of $232.2 million, no bonuses were earned pursuant to the corporateTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES NAMED ABOVE.