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No fee required.
18, 2019
We are a leading provider of communications and clinical workflow solutions for the healthcare industry through the delivery of secure, intelligent, and integrated products and technologies.
2016 was Our continued investments in products and services, combined with strong execution, are paying off, resulting in growth and profitability for our business. I am proud of what Vocera has accomplished and am excited about the momentum we have created for the future.
We
Sincerely,
18, 2019
Corporate Secretary
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i
ii
Rights
how to vote your shares. You may either vote “FOR” or “AGAINST” or “ABSTAIN” from voting for each of the nominees to the Board of Directors. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.
discharging its risk oversight duties and address risks inherent in their respective areas. Our Audit Committee assists our Board in fulfilling its oversight responsibilities relating to the company’s financial accounting, reporting and controls, legal and regulatory compliance and oversees the accounting and financial reporting processes of the company, the audits of the company’s financial statements by the independent auditors and our internal audit function and monitors the periodic reviews of the adequacy of such processes and systems of internal control. Our Governance and Nominating Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and corporate governance. Our Compensation Committee assesses risks created by the incentives inherent in our compensation policies. See “Compensation Policies and Practices as they relate to Risk Management” under the Compensation Discussion and Analysis section elsewhere in this Proxy Statement for additional information. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our Board leadership structure supports this approach.
each member of our Compensation Committee meets the requirements for independence under the current New York Stock Exchange rules, is a non-employee director within the meaning of Section 16 of the Committee.Committee. Our Compensation Committee is comprised of Jeffrey H. Hillebrand, who is the chair of the Committee, and John B. Grotting and Alexa King. Upon Mr. Hillebrand’s departure at the annual meeting, another member of our Board of Directors will be appointed to replace him as a member and chair of our Compensation Committee. Our Board of Directors has determined thatSecurities Exchange Act, of 1934, and is an outside director within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee, among other things:boardBoard with respect to non-employee director compensation; and
The Compensation Committee has delegated in
Complaint Policy that is designed to provide a forum to which our employees, officers and directors may report violations or suspected violations of our company policies without fear of harassment, retaliation or adverse employment consequences. The full text of our policies are posted on the investor relations section of our website atwww.vocera.com.
Since January 1, 2016, the following
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Name of Director/Nominee | | | Age | | | Class | | | Principal Occupation | | | Director Since | | ||||||
Michael Burkland(1) | | | | 56 | | | | | | I | | | Chairman of the Board, | | | June 2016 | |||
| | 51 | | | | | | I | | | | President and Chief Executive Officer | | June 2013 | | ||||
| | 41 | | | | | I | | | | President, | | New Nominee | |
John B. Grotting has served on our Board of Directors since February 2010. Since May 2010, Mr. Grotting has served as an operating partner for Frazier Healthcare Ventures, a provider of venture and growth equity capital to emerging biopharma, medical device and healthcare services companies. From January 2010 through April 2010, Mr. Grotting was an independent consultant. From 2006 to December 2009, Mr. Grotting served as
chief executive officer of Ascent Healthcare Solutions, Inc. (now Stryker Corporation), a medical device reprocessor. From February 2004 to December 2006, he served as chairman and chief executive officer of Alliance Medical Corporation (now Stryker Corporation), a medical device reprocessor. From May 1999 to December 2002, Mr. Grotting served as chairman and chief executive officer of Bridge Medical, Inc., a medical software company. Mr. Grotting also served in senior executive positions at Minnesota based Allina Health System and Oregon based Legacy Health System. Currently, Mr. Grotting serves on the board of directors of Universal Hospital Services, Vizient, Solis Mammography, Provista and HonorHealth. Mr. Grotting earned a B.A. degree in Economics from St. Olaf College and a Master’s degree in Hospital and Healthcare Management from the University of Minnesota. We believe Mr. Grotting should serve as a member of our Board of Directors based on his management and corporate governance experience with other healthcare companies.
Howard E. Janzen has served on our Board of Directors since May 2007. Since October 2002, Mr. Janzen has served as the president and chief executive officer of Janzen Ventures, Inc., a private investment business. From May 2012 to December 2016,, Mr. Janzen has served as president and chief executive officer and since December 2016 as Executive Chairman of CoolPlanet Energy Systems, a clean energy technology company. From March 2007 through April 2011, Mr. Janzen served as the chief executive officer of One Communications Corporation, a supplier of integrated advanced telecommunications solutions to business. From January 2004 to September 2005, Mr. Janzen served as president of Sprint Business Solutions, the business unit serving Sprint Corporation’s business customer base. From May 2003 to January 2004, he was president of Sprint Corporation’s Global Markets Group responsible for Sprint’s Long Distance business. From 1994 until October 2002, Mr. Janzen served as president and chief executive officer, and chairman of the board of directors from 2001, of Williams Communications Group, Inc., a network solutions provider. Mr. Janzen has served on the board of directors of Sonus Networks Inc. since January 2006 and Global Telecom & Technology, Inc., since October 2006 and Bye Aerospace since November 2015. Mr. Janzen also served on the board of directors of MacroSolve, Inc. from April 2006 to May 2012. Mr. Janzen earned his B.S. and M.S. degrees in Metallurgical Engineering from the Colorado School of Mines and completed the Harvard Business School PMD program. We believe Mr. Janzen should serve as a member of our Board of Directors based on his extensive business experience and his experience on the boards of directors of other technology and communication companies.
Alexa King has served on our board of directors since July 27, 2016. Ms. King is the executive vice president and general counsel at FireEye, where she has led the legal team since 2012. Before FireEye, Ms. King was vice president, general counsel, and secretary of Aruba Networks, Inc. Her early career included working at Pillsbury Madison & Sutro (now Pillsbury Winthrop) and Fenwick & West. Additionally, Alexa served as founding director of Pathbrite, Inc. (formerly known as RippleSend, Inc.) from 2008 to 2009 and as advisor from 2009 to 2011. Alexa graduated magna cum laude from Harvard College with a degree in Eastern European Studies and received her J.D. from the University of California, Berkeley, Boalt Hall School of Law, where she was named to the Order of the Coif. We believe Ms. King should serve as a member of our Board of Directors based on her experience advising technology companies on legal, cybersecurity and strategic matters.
Our Corporate Governance Guidelines provide that if a nominee receives a greater number of votes against than for election, such nominee will tender a resignation to our Governance and Nominating Committee, which will promptly make a recommendation regarding such resignation to our Board of Directors. The Board of Directors will act on the Committee’s recommendation within 30 days following the certification of the stockholder vote.
The Board of Directors will only nominate for election or re-election as director candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election and (ii) Board acceptance of such resignation. In addition, the Board shall fill
director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this Board practice.
The directors who are serving for terms that end following the meeting, and their ages, occupations and length of board service are provided in the table below. Additional biographical descriptions of each such director are set forth in the text below the table. These descriptions include the primary individual experience, qualifications, qualities and skills of each of our nominees that led to the conclusion that each director should serve as a member of our Board of Directors at this time.
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Jeffrey H. Hillebrand has served on our Board of Directors since February 2010. Mr. Hillebrand has been the managing director at JNH Consulting since October 2012. Mr. Hillebrand worked at NorthShore University HealthSystem from 1979 to October 2012, including as chief operating officer from 1995 to 2012. Mr. Hillebrand is a fellow of the American College of Healthcare Executives, where he previously served as a regent. He has also served as a commissioner of the Certification Commission of Healthcare Information Technology. Currently, Mr. Hillebrand serves on the board of directors of Provista, and previously served as a board member of VHA, the National Association of Healthcare Information Technology, SilkRoad, Inc., Sage Medical Products and Neoforma, Inc. He is a member of the Madison Dearborn Healthcare RoundTable and he is on the Advisory Board of Reilly Partners and Becker Communications. Mr. Hillebrand earned a B.A. degree from Dartmouth College and an M.H.S.A. degree in Health Services Administration from the University of Michigan. We believe Mr. Hillebrand should continue to serve as a member of our Board of Directors based on his extensive corporate experience with other healthcare technology companies.
Brent D. Lang has served as our President and Chief Executive Officer and on our Board of Directors since June 2013. He assumed the role of chairman of the board in June 2018. From October 2007 to JuneMay 2013, he served as our President and Chief Operating Officer. From February 2007 to October 2007, he served as our Executive Vice President, from January 2007 to June 2007, he served as our Acting Chief Executive Officer, and from June 2001 through January 2007, he served as our Vice President of Marketing and Business Development. From September 1995 to June 2001, Mr. Lang worked for 3Com Corporation, a networking company, where he served in a variety of roles including senior director of marketing responsible for 3Com’s digital home products. From June 1991 to June 1993, Mr. Lang worked as a strategy consultant for Monitor Company, Inc., a consulting firm, advising Fortune 500 companies. Mr. Lang earned a B.S. degree in Industrial and Operations Engineering from the University of Michigan and an M.B.A. degree from the Stanford University Graduate School of Business. We believe Mr. Lang should serve as a member of our Board of Directors based on his position as the Company’s President and Chief Executive Officer and his extensive corporate management experience at Vocera and other companies.
Robert J. Zollars
for Frazier Healthcare Partners, a provider of growth equity capital to emerging healthcare companies. From May 2006 to May 2007, he served as Chief Executive Officer of Wound Care Solutions, Inc., an operator of outsourced chronic wound care centers. From June 1999 to March 2006, Mr. Zollars served as Chief Executive Officer and Chairman of the Board of Directors of Neoforma, Inc., a healthcare technology company. From January 1997 to June 1999, Mr. Zollars served as Executive Vice President and Group President of Cardinal Health, Inc., a supplier of health care products and services, where he was responsible for five wholly-owned subsidiaries. From 1985 to 1997, Mr. Zollars served as a Division President of four different operating units at Baxter International, Inc., a medical instrument and supply company. From 1979 to 1985, Mr. Zollars served as Area Vice President and in various other capacities at American Hospital Supply Corporation, a medical supply company, which was acquired by Baxter International in 1985. Since December 2013, Mr. Zollars has served on the Board of Directors of Five9, Inc. a SaaS based software company serving call centers. Since February 2005, Mr. Zollars has served on the Board of Directors of Diamond Foods, Inc. a snack foods company and as its Chairman from February 2012 until its sale to Snyder’s Lance in March 2016. Since May 2004, he has also served on the Board of Directors of VWR International, LLC, a life science supplier of scientific products. Since January of 2015, Mr. Zollars served as Executive Chairman of Leiter’s Pharmacy Compounding, a specialty compounding pharmacy. Since November 2015, Mr. Zollars has served on the Board of Directors of Kate Farms, a plant based food company serving the consumer and medical markets. Since March 2017, Mr. Zollars has served on the Board of Directors of Change Healthcare, a HCIT company. Mr. Zollars graduated magna cum laude with a B.S.Sundaram earned his bachelor’s degree in Marketingindustrial engineering from Arizona Statethe University where he is nowof California at Berkeley and a Trustee and earned an M.B.A.master’s degree in Finance from John F. Kennedy University. Mr. Zollars is a Board Leadership Fellow with the National AssociationWharton School at the University of Corporate Directors.Pennsylvania. We believe Mr. ZollarsSundaram should continue to serve as our Chairmana member of our Board of Directors based on his previousbroad background and business experience in strategy, operations, acquisitions and integration, and large-scale business transformation in both technology and service industries.
Name of Director/Nominee | | | Age | | | Class | | | Principal Occupation | | | Director Since | | |||
Class II Directors | | | | | | | | | | | | | | | | |
John B. Grotting*(1)(2) | | | 69 | | | | | II | | | | Operating Partner, Frazier Health Ventures | | | February 2010 | |
Julie Iskow* | | | 57 | | | | | II | | | | Chief Technology Officer, Medidata Solutions, Inc. | | | New Director | |
Howard E. Janzen**(3) | | | 65 | | | | | II | | | | President and Chief Executive Officer, Janzen Ventures, Inc. | | | May 2007 | |
Alexa King(1)(4) | | | 51 | | | | | II | | | | Executive Vice President and General Counsel, FireEye | | | July 2016 | |
Class III Directors | | | | | | |||||||||||
John N. McMullen(5) | | | 60 | | | | | III | | | | Executive Vice President and Chief Financial Officer, 3D Systems | | | June 2011 | |
Sharon L. O’Keefe(2) | | | 66 | | | | | III | | | | President, University of Chicago Medical Center | | | March 2012 | |
Ronald A. Paulus | | | 58 | | | | | III | | | | Strategic Advisor, HCA Healthcare and former President and Chief Executive Officer, Mission Health | | | July 2018 | |
strategic matters.
compensation and based on advice from Compensia, the Compensation Committee determined that our non-employee director compensation is reasonable and appropriate, and the Board approved the director compensation as set forth below.
Board or (ii) $400,000 in any other calendar year.2016,2018, the Compensation Committee approved the annual equity grant to non-employee directors effective June 1, 20162018 of a number of restricted stock units calculated as $125,000$145,000 divided by the average daily closing price of our common stock as reported by the New York Stock Exchange during May 20162018 (rounded down to the nearest share). Each restricted stock unit will vest in full on June 1 of the next calendar year after the year of the award, subject to the director’s continuous service through such vesting date, and will automatically vest in full upon a change of control of our company.In 2016, the Compensation Committee approved the grant to Mr. Burkland and Ms. King, as Equity Awards for new non-employee directors of a number of restricted stock units calculated as $200,000 dividedshall be determined by the average daily closing priceCompensation Committee. Notwithstanding the foregoing, no non-employee director shall receive equity awards with a fair market value on the date of our common stock as reported bygrant of more than (i) $600,000 in the New York Stock Exchange during the month prior to their award date (rounded downyear of such director’s initial appointment to the nearest share). The restricted stock units awarded vest over a three year period such that one-third of the total number of shares shall vest on each 12 month anniversary of the award date.20162018 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director during 2016.2018, except for Robert J. Zollars, who did not stand for re-election at the 2018 annual meeting and is no longer a director. Mr. Lang, our current PresidentChairman and Chief Executive Officer, did not receive any compensation for his service as director during the year ended December 31, 2016.2018.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total(2) ($) | | |||||||||
Michael Burkland | | | | | 41,000 | | | | | | 148,512 | | | | | | 189,512 | | |
John B. Grotting | | | | | 42,000 | | | | | | 148,512 | | | | | | 190,512 | | |
Jeffrey H. Hillebrand | | | | | 43,500 | | | | | | 148,512 | | | | | | 192,012 | | |
Howard E. Janzen | | | | | 54,750 | | | | | | 148,512 | | | | | | 203,262 | | |
Alexa King | | | | | 46,250 | | | | | | 148,512 | | | | | | 194,762 | | |
John N. McMullen | | | | | 51,500 | | | | | | 148,512 | | | | | | 200,012 | | |
Sharon L. O’Keefe | | | | | 37,000 | | | | | | 148,512 | | | | | | 185,512 | | |
Ronald A. Paulus* | | | | | 14,583 | | | | | | 117,862 | | | | | | 132,445 | | |
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Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | |||||||||
Brian D. Ascher(3) | 34,250 | 129,044 | 163,294 | |||||||||
Mike Burkland | 23,042 | 206,471 | 229,513 | |||||||||
John B. Grotting | 43,500 | 129,044 | 172,544 | |||||||||
Jeffrey H. Hillebrand | 41,000 | 129,044 | 170,044 | |||||||||
Howard E. Janzen | 41,417 | 129,044 | 170,461 | |||||||||
Alexa King | 16,667 | 219,232 | 235,899 | |||||||||
John N. McMullen | 46,500 | 129,044 | 175,544 | |||||||||
Hany M. Nada(4) | 17,500 | — | 17,500 | |||||||||
Sharon L. O'Keefe | 33,750 | 129,044 | 162,794 | |||||||||
Robert J. Zollars | 56,000 | 129,044 | 185,044 |
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Name | Option Awards | Stock Awards | ||||||
Mike Burkland | — | 17,632 | ||||||
John B. Grotting | — | 11,020 | ||||||
Jeffrey H. Hillebrand | — | 11,020 | ||||||
Howard E. Janzen | — | 11,020 | ||||||
Alexa King | — | 14,803 | ||||||
John N. McMullen | 27,428 | 11,020 | ||||||
Sharon L. O'Keefe | 33,333 | 11,020 | ||||||
Robert J. Zollars | 771,593 | 11,020 |
Name | | | Option Awards | | | Stock Awards | | ||||||
Michael Burkland | | | | | — | | | | | | 11,479 | | |
John B. Grotting | | | | | — | | | | | | 5,600 | | |
Jeffrey H. Hillebrand | | | | | — | | | | | | 5,600 | | |
Howard E. Janzen | | | | | — | | | | | | 5,600 | | |
Alexa King | | | | | — | | | | | | 10,536 | | |
John McMullen | | | | | 13,714 | | | | | | 5,600 | | |
Sharon L. O’Keefe | | | | | 21,333 | | | | | | 5,600 | | |
Ronald A. Paulus | | | | | — | | | | | | 3,774 | | |
Fees Billed to Vocera | | | Fiscal Year 2018 | | | Fiscal Year 2017 | | ||||||
Audit fees(1) | | | | $ | 1,565,491 | | | | | $ | 1,594,100 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees(2) | | | | $ | 47,651 | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total fees | | | | $ | 1,613,142 | | | | | $ | 1,594,100 | | |
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Fees Billed to Vocera | Fiscal Year 2016 | Fiscal Year 2015 | ||||||
Audit fees(1) | $ | 958,827 | $ | 818,000 | ||||
Audit related fees(2) | 47,000 | — | ||||||
Tax fees(3) | 43,835 | 2,408 | ||||||
All other fees | — | — | ||||||
Total fees | $ | 1,049,662 | $ | 820,408 |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage | | ||||||
5% or greater stockholders | | | | | | | | | | | | | |
Brown Capital Management, LLC(1) | | | | | 5,427,450 | | | | | | 17.6% | | |
Blackrock, Inc.(2) | | | | | 2,200,316 | | | | | | 7.1% | | |
Conestoga Capital Advisors, LLC(3) | | | | | 2,061,329 | | | | | | 6.7% | | |
AllianceBernstein L.P.(4) | | | | | 1,564,635 | | | | | | 5.1% | | |
Named Executive Officers, Directors and Director Nominees | | | | | | | | | | | | | |
Michael Burkland | | | | | 17,038 | | | | | | * | | |
Douglas A. Carlen | | | | | 11,735 | | | | | | * | | |
M. Bridget Duffy(5) | | | | | 7,500 | | | | | | * | | |
John B. Grotting(6)(7) | | | | | 81,498 | | | | | | * | | |
Jeffrey H. Hillebrand(7) | | | | | 69,998 | | | | | | * | | |
Julie Iskow | | | | | — | | | | | | * | | |
Howard E. Janzen | | | | | 42,331 | | | | | | * | | |
Paul T. Johnson(8) | | | | | 123,081 | | | | | | * | | |
Alexa King | | | | | 15,152 | | | | | | * | | |
Brent D. Lang(9) | | | | | 477,457 | | | | | | 1.5% | | |
John N. McMullen(10) | | | | | 34,664 | | | | | | * | | |
Sharon L. O’Keefe(11) | | | | | 45,460 | | | | | | * | | |
Ronald A. Paulus | | | | | — | | | | | | — | | |
Justin R. Spencer(12) | | | | | 82,537 | | | | | | * | | |
Bharat Sundarm | | | | | — | | | | | | * | | |
All officers and directors as a group (13 persons)(12) | | | | | 1,008,451 | | | | | | 3.2% | | |
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Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage | ||||||
5% or greater stockholders: | ||||||||
Brown Capital Management LLC(1) | 4,303,558 | 15.4 | % | |||||
Blackrock, Inc.(2) | 2,041,772 | 7.3 | % | |||||
Officer and directors: | ||||||||
Michael Burkland | — | |||||||
John B. Grotting(3) | 65,193 | * | ||||||
Jeffrey H. Hillebrand | 65,193 | * | ||||||
Howard E. Janzen(4) | 47,981 | * | ||||||
Paul T. Johnson(5) | 159,792 | * | ||||||
Alexa King | — | |||||||
Brent D. Lang(6) | 488,786 | 1.7 | % | |||||
John N. McMullen(7) | 57,288 | * | ||||||
Sharon L. O'Keefe(8) | 57,155 | * | ||||||
Justin R. Spencer(9) | 76,445 | * | ||||||
Robert J. Zollars(10) | 745,685 | 2.6 | % | |||||
All officers and directors as a group (13 persons)(11) | 1,822,341 | 6.3 | % |
* Represents beneficial ownership of less than 1% |
Prior to the preparation of our proxy statement for the meeting, we solicited feedback from stockholders of a substantial portion of our outstanding shares regarding executiveof common stock.
establish and maintain a compensation program that attracts and rewards talented individuals who possess the skills necessary to support our near-term objectives, create long-term value for our stockholders, expand our business and assist in the achievement of our strategic goals.
| WHAT WE DO | | | WHAT WE DO NOT DO | |
| ☑ Pay for Performance: We link pay to performance and stockholder interests by heavily weighting total compensation to long-term equity awards that align executive interests with our stockholders and encourage retention. | | | ☒ No Single Trigger Acceleration: We do not provide for single trigger acceleration following a change of control. | |
| ☑ Linkage Between Bonus and Performance Measures: Our cash bonus program allows our executives to earn a target cash bonus only if specified performance metrics are met. | | | ☒ No Guaranteed Bonuses; Bonus Payout Caps: We do not provide guaranteed minimum bonus amounts, and maximum payout levels apply to all amounts payable under the executive bonus plans. | |
| WHAT WE DO | | | WHAT WE DO NOT DO | |
| ☑ Independent Compensation Advisor: The Compensation Committee selects and engages its own independent advisors. | | | ☒ No Special Perquisites: We do not provide special perquisites for executives. | |
| ☑ Thoughtful Peer Group Analysis: The Compensation Committee reviews external market data when making compensation decisions and annually reviews our peer groups with its independent compensation consultant. | | | ☒ No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. | |
| ☑ Thorough Compensation Risk Assessment: The Compensation Committee conducts an annual assessment of our executive and broad-based compensation programs to ensure prudent risk management. | | | ☒ No Discounted Options/SARs or Option Repricing: We do not provide discounted stock options or stock appreciation rights, and we do not reprice underwater stock options. | |
| ☑ Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive experience. | | | ☒ No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | |
| ☑ Stock Ownership Guidelines: Our non-executive directors are subject to stock ownership guidelines equal to a value of not less than five times the then annual cash retainer for general board service, and our chief executive officer is subject to stock ownership guidelines equal to a value of not less than six times his then annual base salary. | | | ☒ No Service-Based Defined Benefit Pension Plan or Other Similar Benefits: We do not maintain a pension plan or provide other similar benefits. | |
| ☑ Recoupment Policy: In April 2018, our Board of Directors adopted a clawback provision that provides our Board with the authority to recoup past incentive compensation (both cash and equity) paid to an executive officer in the event of a material restatement of our company’s financial results due to fraud or intentional misconduct of that executive officer. | | |
| Chief Executive Officer 2018 Pay Mix ![]() | | | Other Named Executive Officers 2018 Pay Mix ![]() | |
| AppFolio, Inc. | | | HealthStream, Inc. | |
| Apptio Inc.* | | | LivePerson Inc. | |
| Carbonite, Inc. | | | MINDBODY, Inc. | |
| Castlight Health, Inc. | | | MobileIron, Inc. | |
| Computer Programs and Systems, Inc. | | | Model N, Inc. | |
| Control4 Corporation | | | Omnicell, Inc | |
| Evolent Health, Inc. | | | Rapid7, Inc. | |
| Five9, Inc. | | | Workiva Inc.* | |
| BroadSoft, Inc. | | | Xactly Corporation | |
Name | | | Target Bonus (as% of Base Salary) | | | Target Bonus Amount ($) | | ||||||
Brent D. Lang | | | | | 100% | | | | | | 500,000 | | |
Justin R. Spencer | | | | | 60% | | | | | | 212,400 | | |
Paul T. Johnson | | | | | 36% | | | | | | 127,440 | | |
M. Bridget Duffy | | | | | 25% | | | | | | 85,250 | | |
Douglas A. Carlen | | | | | 40% | | | | | | 115,600 | | |
Executives were eligible to receive the bonuses in two payments, based on company performance against the targets in the first and second half of the year. Additionally, the cash bonus amounts are capped at 75% of target if adjusted EBITDA fell below the threshold levels for each half of the year.
| | | H1 Target | | | H1 Threshold | | | H1 Actual | | | Attainment | | | H2 Target | | | H2 Threshold | | | H2 Actual | | | Attainment | | |||||||||||||||||||||
Revenue | | | | $ | 83.6 million | | | | — | | | | $ | 82.9 million | | | | | | 99.2% | | | | | $ | 99.2 million | | | | — | | | | $ | 96.7 million | | | | 97.5% | | ||||||
Adjusted EBITDA | | | — | | | | ($ | 1.8 million) | | | | | $ | 5.2 million | | | | | | Met | | | | — | | | | $ | 9.5 million | | | | | $ | 15.9 million | | | | Met | |
Name | | | Cash Bonus at Minimum Threshold ($) | | | Cash Bonus at Target ($) | | | Cash Maximum Bonus ($) | | | Cash Actual Bonus ($) | | ||||||||||||
Brent D. Lang | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 433,546 | | |
Justin R. Spencer | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | | 184,170 | | |
Paul T. Johnson(1) | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | 110,502 | | |
M. Bridget Duffy(2) | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | | 73,920 | | |
Douglas A. Carlen | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | 100,236 | | |
![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||
Name | Cash Bonus at Minumum Threshold(2) | Cash Bonus at Target(2) | Cash Maximum Bonus(2) | Cash Actual Bonus | ||||||||||||
Brent D. Lang | $ | 80,000 | $ | 400,000 | $ | 800,000 | $ | 694,262 | ||||||||
Justin R. Spencer | 36,300 | 181,500 | 363,000 | 315,021 | ||||||||||||
Paul T. Johnson(1) | 21,780 | 108,900 | 217,800 | 189,012 |
(1) Mr. Johnson is also compensated through a performance-based commission plan. Under that plan, his 2018 target commission was $81,600 and his actual commission was $81,902. (2) Ms. Duffy is also compensated through a performance-based commission plan. Under that plan, her 2018 target commission was $80,000 and her actual commission was $72,802. In addition to |
Equity-based compensation aligns the interestsforegoing bonus payments, each of Mr. Spencer and Mr. Carlen was awarded a one-time bonus amount of $5,000 in connection with their work related to the convertible debt offering.
Named Executive Officer | | | Number of Shares Subject to RSU Award(1) (#) | | | Grant Date Fair Value of RSU Award(2) ($) | | ||||||
Brent D. Lang | | | | | 115,874 | | | | | $ | 3,072,978 | | |
Justin R. Spencer | | | | | 38,624 | | | | | | 1,024,308 | | |
Paul T. Johnson | | | | | 38,624 | | | | | | 1,024,308 | | |
M. Bridget Duffy | | | | | 28,968 | | | | | | 768,231 | | |
Douglas A. Carlen | | | | | 28,968 | | | | | | 768,231 | | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
Brent D. Lang President and Chief Executive Officer | | | | | 2018 | | | | | | 505,538(1) | | | | | | — | | | | | | 3,072,978 | | | | | | 433,546 | | | | | | 4,012,062 | | |
| | | 2017 | | | | | | 408,000 | | | | | | — | | | | | | 2,637,022 | | | | | | 453,211 | | | | | | 3,498,233 | | | ||
| | | 2016 | | | | | | 400,000 | | | | | | — | | | | | | 2,064,731 | | | | | | 694,262 | | | | | | 3,158,993 | | | ||
Justin R. Spencer Chief Financial Officer | | | | | 2018 | | | | | | 363,926(1) | | | | | | 5,000(4) | | | | | | 1,024,308 | | | | | | 184,170 | | | | | | 1,577,405 | | |
| | | 2017 | | | | | | 336,667 | | | | | | — | | | | | | 896,590 | | | | | | 224,405 | | | | | | 1,457,662 | | | ||
| | | 2016 | | | | | | 330,000 | | | | | | — | | | | | | 774,277 | | | | | | 315,021 | | | | | | 1,419,298 | | | ||
Paul T. Johnson Executive Vice President of Sales and Services | | | | | 2018 | | | | | | 349,333 | | | | | | — | | | | | | 1,024,308 | | | | | | 192,404(5) | | | | | | 1,566,046 | | |
| | | 2017 | | | | | | 336,667 | | | | | | — | | | | | | 896,590 | | | | | | 223,670(5) | | | | | | 1,456,927 | | | ||
| | | 2016 | | | | | | 330,000 | | | | | | — | | | | | | 702,015 | | | | | | 289,458(5) | | | | | | 1,321,473 | | | ||
M. Bridget Duffy Chief Medical Officer | | | | | 2018 | | | | | | 351,935(1) | | | | | | — | | | | | | 768,231 | | | | | | 146,722(6) | | | | | | 1,266,887 | | |
| | | 2017 | | | | | | 325,333 | | | | | | — | | | | | | 632,874 | | | | | | 169,343(6) | | | | | | 1,127,550 | | | ||
| | | 2016 | | | | | | 320,000 | | | | | | — | | | | | | 516,189 | | | | | | 227,027(6) | | | | | | 1,063,216 | | | ||
Douglas A. Carlen Vice President, Legal and General Counsel | | | | | 2018 | | | | | | 289,751(1) | | | | | | 5,000(4) | | | | | | 768,231 | | | | | | 100,236 | | | | | | 1,163,218 | | |
| | | 2017 | | | | | | 276,000 | | | | | | — | | | | | | 632,874 | | | | | | 122,323 | | | | | | 1,031,198 | | | ||
| | | 2016 | | | | | | 134,082(7) | | | | | | 10,000 | | | | | | 822,162 | | | | | | 103,154 | | | | | | 1,069,398 | | |
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Name and Principal Position | Year | Salary | Stock Awards(1) | Non-equity Incentive Plan Compensation(2) | Total | |||||||||||||||
Brent D. Lang | 2016 | $ | 400,000 | $ | 2,064,731 | $ | 694,262 | $ | 3,158,993 | |||||||||||
President and Chief Executive Officer | 2015 | 400,000 | 1,906,125 | 552,697 | 2,858,822 | |||||||||||||||
Justin R. Spencer | 2016 | 330,000 | 774,277 | 315,021 | 1,419,298 | |||||||||||||||
Chief Financial Officer | 2015 | 330,000 | 684,243 | 250,786 | 1,265,029 | |||||||||||||||
Paul T. Johnson | 2016 | 330,000 | 702,015 | 289,458 | (3) | 1,321,473 | ||||||||||||||
Executive Vice President of Sales and Services | 2015 | 330,000 | 684,243 | 228,506 | (3) | 1,242,749 |
| | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Number of Shares of Restricted Stock Units (#)(2) | | | Grant Date Fair Value of Restricted Stock Unit Awards ($)(3) | | |||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||||||||||||||
Brent D. Lang | | | | | | | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | | | | | | | | | |
| | | 6/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | 115,874 | | | | | | 3,072,978 | | | ||
Justin R. Spencer | | | | | | | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | | | | | | | | | | |
| | | 6/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | 38,624 | | | | | | 1,024,308 | | | ||
Paul T. Johnson | | | | | | | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | | | | | | | | | |
| | | 6/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | 38,624 | | | | | | 1,024,308 | | | ||
M. Bridget Duffy | | | | | | | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | | | | | | | | | | |
| | | 6/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | 28,968 | | | | | | 768,231 | | | ||
Douglas A. Carlen | | | | | | | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | | | | | | | | | |
| | | 6/1/2018 | | | | | | | | | | | | | | | | | | | | | | | | 28,968 | | | | | | 768,231 | | |
2018
| | | RESTRICTED STOCK UNIT AWARDS(1) | | | OPTION AWARDS(2)(3) | | ||||||||||||||||||||||||||||||||||||
Name | | | Award Grant Date | | | Number of RSU Shares That Have Not Vested (#) | | | Market Value of RSU Shares That Have Not Vested ($)(4) | | | Shares Underlying Unexercised Options – Exercisable (#) | | | Shares Underlying Unexercised Options – Unexercisable (#) | | | Option Exercise Price ($)(5) | | | Option Expiration Date | | |||||||||||||||||||||
Brent D. Lang | | | | | 5/5/2011 | | | | | | | | | | | | | | | | | | 4,500 | | | | | | — | | | | | | 5.04 | | | | | | 5/5/2021 | | |
| | | 5/31/2013 | | | | | | | | | | | | | | | | | | 157,728 | | | | | | — | | | | | | 14.76 | | | | | | 5/31/2023 | | | ||
| | | 6/1/2014 | | | | | | | | | | | | | | | | | | 157,699 | | | | | �� | — | | | | | | 12.92 | | | | | | 6/1/2024 | | | ||
| | | 6/1/2016 | | | | | | 58,786 | | | | | | 2,313,229 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2017 | | | | | | 65,260 | | | | | | 2,567,981 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2018 | | | | | | 115,874 | | | | | | 4,559,642 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Justin R. Spencer | | | | | 9/2/2014 | | | | | | | | | | | | | | | | | | 40,000 | | | | | | — | | | | | | 9.01 | | | | | | 9/1/2024 | | |
| | | 6/1/2016 | | | | | | 22,045 | | | | | | 867,471 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2017 | | | | | | 22,189 | | | | | | 873,137 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2018 | | | | | | 38,624 | | | | | | 1,519,854 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Paul T. Johnson | | | | | 11/1/2013 | | | | | | | | | | | | | | | | | | 60,000 | | | | | | — | | | | | | 17.31 | | | | | | 11/1/2023 | | |
| | | 6/1/2014 | | | | | | | | | | | | | | | | | | 37,105 | | | | | | — | | | | | | 12.92 | | | | | | 6/1/2024 | | | ||
| | | 6/1/2016 | | | | | | 19,988 | | | | | | 786,528 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2017 | | | | | | 22,189 | | | | | | 873,137 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2018 | | | | | | 38,624 | | | | | | 1,519,854 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
M. Bridget Duffy | | | | | 5/31/2012 | | | | | | | | | | | | | | | | | | 7,500 | | | | | | — | | | | | | 24.15 | | | | | | 5/31/2022 | | |
| | | 5/31/2013 | | | | | | | | | | | | | | | | | | 31,545 | | | | | | — | | | | | | 14.76 | | | | | | 5/31/2023 | | | ||
| | | 6/1/2016 | | | | | | 14,697 | | | | | | 578,327 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2017 | | | | | | 15,663 | | | | | | 616,339 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2018 | | | | | | 28,968 | | | | | | 1,139,891 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Douglas A. Carlen | | | | | 8/1/2016 | | | | | | 18,509 | | | | | | 728,329 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 6/1/2017 | | | | | | 15,663 | | | | | | 616,339 | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 6/1/2018 | | | | | | 28,968 | | | | | | 1,139,891 | | | | | | | | | | | | | | | | | | | | | | | | | | |
![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||
Restricted Stock Awards(1) | Option Awards(2)(3) | |||||||||||||||||||||||||||
Name | Award Grant Date | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($) | Shares Exercisable (#) | Shares Unexercisable (#) | Award Exercise Price(4) ($) | Award Expiration Date | |||||||||||||||||||||
Brent D. Lang | 67,000 | (5) | — | 5.04 | 5/5/2021 | |||||||||||||||||||||||
47,500 | (5) | 24.15 | 5/31/2022 | |||||||||||||||||||||||||
141,298 | (5) | 16,430 | 14.76 | 5/31/2023 | ||||||||||||||||||||||||
98,562 | (5) | 59,137 | 12.92 | 6/1/2024 | ||||||||||||||||||||||||
6/1/2014 | 22,159 | 409,720 | ||||||||||||||||||||||||||
6/1/2015 | 115,839 | 2,141,863 | ||||||||||||||||||||||||||
6/1/2016 | 176,322 | 3,260,194 | ||||||||||||||||||||||||||
Justin R. Spencer | 33,333 | 41,667 | 9.01 | 9/1/2024 | ||||||||||||||||||||||||
9/2/2014 | 19,000 | 351,310 | ||||||||||||||||||||||||||
6/1/2015 | 41,583 | 768,870 | ||||||||||||||||||||||||||
6/1/2016 | 66,121 | 1,222,577 | ||||||||||||||||||||||||||
Paul T. Johnson | — | — | 46,537 | 13,463 | 17.31 | 11/1/2023 | ||||||||||||||||||||||
— | — | 46,382 | (5) | 27,829 | 12.92 | 6/1/2024 | ||||||||||||||||||||||
6/1/2014 | 10,428 | 192,814 | ||||||||||||||||||||||||||
6/1/2015 | 41,583 | 768,870 | ||||||||||||||||||||||||||
6/1/2016 | 59,950 | 1,108,476 |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
Brent D. Lang | | | | | 110,000 | | | | | | 1,944,598 | | | | | | 149,313 | | | | | | 3,959,781 | | |
Justin R. Spencer | | | | | 10,000 | | | | | | 177,027 | | | | | | 53,922 | | | | | | 1,430,011 | | |
Paul T. Johnson | | | | | 37,106 | | | | | | 670,876 | | | | | | 51,865 | | | | | | 1,375,460 | | |
M. Bridget Duffy | | | | | 16,427 | | | | | | 282,648 | | | | | | 37,372 | | | | | | 991,105 | | |
Douglas A. Carlen | | | | | — | | | | | | — | | | | | | 26,332 | | | | | | 785,474 | | |
| | | | | | | | | | | | | | | Value of Accelerated Equity Awards | | | ||||||||||||||
Name | | | Cash Severance ($) | | | Benefit Continuation ($) | | | Stock Awards(1) ($) | | | Option Awards(2) ($) | | | Total ($) | | |||||||||||||||
Brent D. Lang | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 1,000,000 | | | | | | 33,649 | | | | | | 5,116,720 | | | | | | — | | | | | | 6,150,369 | | |
Within Change of Control Period | | | | | 1,500,000 | | | | | | 50,473 | | | | | | 9,440,852 | | | | | | — | | | | | | 10,991,326 | | |
Justin R. Spencer | | | | | | | |||||||||||||||||||||||||
Termination | | | | | 265,500 | | | | | | 27,020 | | | | | | 1,810,533 | | | | | | — | | | | | | 2,103,053 | | |
Within Change of Control Period | | | | | 566,400 | | | | | | 36,026 | | | | | | 3,260,462 | | | | | | — | | | | | | 3,862,888 | | |
Paul T. Johnson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 265,500 | | | | | | 27,020 | | | | | | 1,729,590 | | | | | | — | | | | | | 2,022,110 | | |
Within Change of Control Period | | | | | 481,440 | | | | | | 36,026 | | | | | | 3,179,519 | | | | | | — | | | | | | 3,696,985 | | |
M. Bridget Duffy | | | | | | | |||||||||||||||||||||||||
Termination | | | | | 170,500 | | | | | | 12,654 | | | | | | 1,266,362 | | | | | | — | | | | | | 1,449,516 | | |
Within Change of Control Period | | | | | 319,688 | | | | | | 18,981 | | | | | | 1,167,279 | | | | | | — | | | | | | 1,505,948 | | |
Douglas A. Carlen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 144,500 | | | | | | 18,013 | | | | | | 1,416,364 | | | | | | — | | | | | | 1,578,877 | | |
Within Change of Control Period | | | | | 303,450 | | | | | | 27,020 | | | | | | 1,242,280 | | | | | | — | | | | | | 1,572,749 | | |
Plan Category | | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted average exercise price of outstanding options ($)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (#) | | |||||||||
Equity compensation plans approved by security holders | | | | | 2,516,087(2) | | | | | | 13.36 | | | | | | 3,099,191 | | |
Equity compensation plans not approved by security holders | | | | | 88,594 | | | | | | 11.10 | | | | | | — | | |
Total | | | | | 2,604,681 | | | | | | 13.31 | | | | | | 3,099,191 | | |
![]() | ![]() | ![]() | ![]() | |||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options (#) | Weighted-average exercise price of outstanding options ($) | Number of securities remaining available for future issuance under equity compensation plans (#) | |||||||||
Equity compensation plans approved by security holders | 4,284,430 | (1) | 10.71 | (2) | 2,322,150 | (3) | ||||||
Equity compensation plans not approved by security holders | 281,150 | — | — | |||||||||
Total | 4,565,580 | 10.71 | 2,322,150 |
“householding” “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting your broker.
01 - Michael Burkland 02 - Brent D. Lang 03 - Bharat SundaramFor Against Abstain For Against Abstain For Against Abstain3 2 B MUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.031LAB++Proposals — The Board of Directors recommend a vote FOR A all the nominees listed and FOR Proposals 2 and 3.2. Proposal to ratify appointment of Deloitte & Touche LLP as ourindependent registered public accounting firm for the fiscalyear ending December 31, 2019.3. Advisory vote on named executive officer compensation.1. Election of Directors:For Against AbstainPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2019 Annual Meeting Proxy CardFor Against AbstainYou may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/VCRA orscan the QR code — login details arelocated in the shaded bar below.Save paper, time and money!Sign up for electronic delivery atenvisionreports.com/VCRAPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must be receivedby 11:59 p.m. (Eastern) on May 30, 2019.Your vote matters – here’s how to vote!