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No fee required.
16, 2020
We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the 2020 Annual Meeting of Stockholders in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on the investors relations portion of our website at
https://investors.vocera.com, and we encourage you to check this website prior to the 2020 Annual Meeting of Stockholders if you plan to attend.2017 was full of accomplishments, a truly great year for Vocera, and one I’m really proud of.
Our 2018 priorities:
To conclude, 2017 was a year of great accomplishment for Vocera,broader healthcare community, and we are poised for another yearlook forward to celebrating the Year of strong achievement for all our stakeholders in 2018.
the Nurse.
stockholders.
16, 2020
We are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above and herein) or may decide to hold the 2020 Annual Meeting of Stockholders in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on the investors relations portion of our website at
https://investors.vocera.com, and we encourage you to check this website prior to the 2020 Annual Meeting of Stockholders if you plan to attend.such virtual-only meeting.
for our 20182020 Annual Meeting of Stockholders and our 20172019 annual report on Form 10-K to stockholders. The Notice of Internet Availability also provides instructions on how to vote through the Internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.
16, 2020
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| APPENDIX A | | | |||||||
| | | | | A-1 | | |
iii
Stockholder of Record: Shares Registered in Your Name. If on April 10, 2018,8, 2020, your shares were registered directly in your name with Vocera’s transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting, or vote in advance through the Internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.
Proposal 5: The approval of the amendments to our 2012a new 2020 Equity Incentive Plan will be obtained if the number of votes cast “FOR” the proposal at the meeting exceeds the number of votes “AGAINST” the proposal.
company-specific experience and expertise. Our Board of Directors believes that Mr. Lang’s combined role enables strong leadership, creates clear accountability, and enhances our ability to communicate our message and strategic vision clearly and consistently to stockholders.
Committee.Committee. Our Compensation Committee is comprised of Jeffrey H. Hillebrand,Michael Burkland, who is the chair of the Committee, Alexa King and John B. Grotting and Alexa King.Sharon L. O’Keefe. Our Board of Directors has determined that 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 Exchange Act, and is an outside director within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee, among other things:
2017, 2019, none of the current directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on which such director served during his or her tenure.
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Name of Director/Nominee | | | Age | | | Class | | | Principal Occupation | | | Director Since | |
Julie Iskow(1) | | | 58 | | | II | | | Chief Operating Officer, Workiva, Inc. | | | May 2019 | |
Howard E. Janzen*(2) | | | 66 | | | II | | | President and Chief Executive Officer, Janzen Ventures, Inc. | | | May 2007 | |
Alexa King(3)(4) | | | 52 | | | II | | | Executive Vice President and General Counsel, FireEye | | | July 2016 | |
Name of Director/Nominee | | | Age | | | Class | | | Principal Occupation | | | Director Since | |
Class I Directors | | | | | | | | | | | | | |
Michael Burkland(1) | | | 57 | | | I | | | Executive Chairman of the Board, Five9, Inc. | | | June 2016 | |
Brent D. Lang | | | 52 | | | I | | | Chairman, President and Chief Executive Officer | | | June 2013 | |
Bharat Sundaram(2) | | | 42 | | | I | | | President and Chief Operating Officer, Vizient | | | May 2019 | |
Class III Directors | | | | | | | | | | | | | |
John N. McMullen | | 61 | | | III | | | Former Executive Vice President and Chief Financial Officer, 3D Systems | | | June 2011 | | |
Sharon L. O’Keefe | | 67 | | | III | | | President, University of Chicago Medical Center | | | March 2012 | |
Ronald A. Paulus(5) | 59 | | | III | | | Strategic Advisor, HCA Healthcare and former President and Chief Executive Officer, Mission Health | | | July 2018 | |
Ms. O’Keefe served as Presidentpresident of Loyola University Medical Center. Prior to her role at Loyola, she served from July 2002 to April 2009 as chief operating officer for Barnes Jewish Hospital, a member hospital of BJC Healthcare, St. Louis. In addition, Ms. O’Keefe has served in a variety of senior management roles at the Johns Hopkins Hospital, Montefiore Medical Center, University of Maryland Medical System and Beth Israel Deaconess Medical Center in Boston, a teaching affiliate of Harvard Medical School. She has also served as a healthcare consultant with Ernst & Young. In addition, Ms. O’Keefe has served on the National Institutes of Health Advisory Board for Clinical Research, the Finance Committee of the National Institutes of Health Advisory Board, the Board of Trustees of the Illinois Hospital Association, and an examiner for the Malcolm Baldrige National Quality Award. Ms. O’Keefe holds an M.S. degree in nursing from Loyola University of Chicago and a B.S. degree in nursing from Northern Illinois University. We believe Ms. O’Keefe should serve as a member of our Board of Directors based on her extensive management experience in medical institutions and experience in the healthcare sector.
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. As noted above, Mr. Zollars, a Class III director, will not stand for re-election at the annual meeting; we have included information about Mr. Zollars in this proxy statement for reference only.
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Michael BurklandRonald A. Paulus, MD, has served on our Board of Directors since June 2016. He is currently the Chairman of the Board of Five9 and was also the Chief Executive Officer of Five9 from January 2008 until December of 2017. Five9July 2018. Dr. Paulus is a providerstrategic advisor for HCA Healthcare and the former president and chief executive officer of cloud contact center software.Mission Health, a large regional integrated delivery system serving western North Carolina that was recently acquired by HCA Healthcare. He was at Mission Health and in this role from September 2010 to February 2019. Prior to joining Five9, Mr. BurklandMission Health, Dr. Paulus served as Chief Executive Officerexecutive vice president of several enterprise softwareclinical operations at Geisinger Health System. Dr. Paulus also served as Geisinger’s chief innovation officer, where he was responsible for ensuring system-wide innovation. Before his tenure at Geisinger, Dr. Paulus was co-founder, president and cloud companieschief executive officer of CareScience, a clinical solutions and also led three private companies through acquisitions by larger public companies. Earlierdata analytics provider now part of Premier, Inc., which is listed on the NASDAQ. In 2018, Dr. Paulus co-founded and launched the National Taskforce for Humanity in Healthcare (NTH). This taskforce is convening physicians, nurses, and other leaders from healthcare and social change to explore solutions to the crisis of clinician burnout and create a movement to help care team members achieve their highest healing potential. Dr. Paulus received his career, Mr. Burkland held positions at Oracle and BMC. Mr. Burkland has an M.B.A.bachelor’s degree, medical degree and a Bachelor of Artsan M.B,A. degree in healthcare management from the University of California at Berkeley.Pennsylvania. We believe Mr. Burkland should serve as a member of our Board of Directors based on his experience leading and providing strategic oversight for public and private technology companies.
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 is on the Advisory Board of 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. HillebrandDr. Paulus should serve as a member of our Board of Directors based on his extensive corporate experience with othermanaging companies in the healthcare technology companies.
Brent D. Langindustry and his expertise in clinical operations and innovations.
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, and from February 2004 to December 2006, he served as its chairman and chief executive officer. 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, Northfield Repair, Ediom and Provista. 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.
Mr. Janzen served as president and chief executive officer of CoolPlanet Energy Systems, a clean energy technology company, from May 2012 to December 2016, as Executive Chairman from December 2016 to January 2018 and has served as Chairman since January 2018. 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 served on the board of directors of Sonus Networks Inc. from January 2006 to October 2017 and has served as a director of 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 in strategy, operations, acquisitions and his experience on the boards of directors of otherintegration, and large-scale business transformation in both technology and communication companies.
Alexa King has served on our Board of Directors since July 2016. Ms. King is the executive vice president and general counsel at FireEye, where she has led the legal, stock and privacy 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 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.
Robert J. Zollars has served on our Board of Directors since June 2007 and as our Chairman since June 2014. From June 2013 to May 2014, he served as our Executive Chairman of the Board. For the period June 2007 through May 2013 he was our Chairman and Chief Executive Officer. Since November 2014, Mr. Zollars has served as an operating partner 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. From February 2005, Mr. Zollars 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. From May 2004, he also served on the Board of Directors of VWR International, LLC, a life science supplier of scientific products, until its sale to Avantor in 2017. From January 2015 until March 2017, 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. degree in Marketing from Arizona State University, where he is now a Trustee, and earned an M.B.A. degree in Finance from John F. Kennedy University. Mr. Zollars is a Board Leadership Fellow with the National Association of Corporate Directors.
service industries.
The Compensation Committee periodically reviews market data in consultation with its independent advisor Compensia and recommended no changes to the director compensation for 2019.
2017,2019, the Compensation CommitteeBoard approved the annual equity grant to non-employee directors effective June 1, 2017May 31, 2019 of a number of restricted stock units calculated as $135,000$145,000 divided by the average daily closing price of our common stock as reported by the New York Stock Exchange during May 20172019 (rounded down to the nearest share). Each restricted stock unit will vest in full on June 1 of the next calendar year after the year of the award, subject to the director’s continuous service through such vesting date, and will automatically vest in full upon a change of control of our company. Equity Awards for new
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total(2) ($) | | |||||||||
Michael Burkland | | | | | 43,750 | | | | | | 140,216 | | | | | | 183,966 | | |
Julie Iskow | | | | | 22,750 | | | | | | 140,216 | | | | | | 162,966 | | |
Howard E. Janzen | | | | | 57,500 | | | | | | 140,216 | | | | | | 197,716 | | |
Alexa King | | | | | 48,000 | | | | | | 140,216 | | | | | | 188,216 | | |
John N. McMullen | | | | | 55,000 | | | | | | 140,216 | | | | | | 195,216 | | |
Sharon L. O’Keefe | | | | | 39,500 | | | | | | 140,216 | | | | | | 179,716 | | |
Ronald A. Paulus | | | | | 38,750 | | | | | | 140,216 | | | | | | 178,966 | | |
Bharat Sundaram | | | | | 22,750 | | | | | | 140,216 | | | | | | 162,966 | | |
Jeffrey H. Hillebrand(3) | | | | | 18,750 | | | | | | — | | | | | | 18,750 | | |
John B. Grotting(4) | | | | | 18,333 | | | | | | — | | | | | | 18,333 | | |
Name | | | Option Awards | | | Stock Awards | | ||||||
Michael Burkland | | | | | — | | | | | | 4,333 | | |
Julie Iskow | | | | | — | | | | | | 4,333 | | |
Howard E. Janzen | | | | | — | | | | | | 4,333 | | |
Alexa King | | | | | — | | | | | | 4,333 | | |
John McMullen | | | | | 13,714 | | | | | | 4,333 | | |
Sharon L. O’Keefe | | | | | 9,333 | | | | | | 4,333 | | |
Ronald A. Paulus | | | | | — | | | | | | 4,333 | | |
Bharat Sundaram | | | | | — | | | | | | 4,333 | | |
Jeffrey H. Hillebrand(3) | | | | | — | | | | | | — | | |
John B. Grotting(4) | | | | | — | | | | | | — | | |
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Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | |||||||||
Michael Burkland | 39,500 | 142,378 | 181,878 | |||||||||
John B. Grotting | 43,750 | 142,378 | 186,128 | |||||||||
Jeffrey H. Hillebrand | 42,000 | 142,378 | 184,378 | |||||||||
Howard E. Janzen | 50,750 | 142,378 | 193,128 | |||||||||
Alexa King | 40,750 | 142,378 | 183,128 | |||||||||
John N. McMullen | 48,000 | 142,378 | 190,378 | |||||||||
Sharon L. O’Keefe | 35,000 | 142,378 | 177,378 | |||||||||
Robert J. Zollars* | 57,000 | 142,378 | 199,378 |
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Name | Option Awards | Stock Awards | ||||||
Michael Burkland | — | 17,041 | ||||||
John B. Grotting | — | 5,285 | ||||||
Jeffrey H. Hillebrand | — | 5,285 | ||||||
Howard E. Janzen | — | 5,285 | ||||||
Alexa King | — | 15,155 | ||||||
John McMullen | 27,428 | 5,285 | ||||||
Sharon L. O’Keefe | 29,333 | 5,285 | ||||||
Robert J. Zollars* | 199,648 | 5,285 |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWOTHREE NOMINATED DIRECTORS.
Fees Billed to Vocera | | | Fiscal Year 2019 | | | Fiscal Year 2018 | | ||||||
Audit fees(1) | | | | $ | 1,402,844 | | | | | $ | 1,565,491 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees(2) | | | | $ | 38,980 | | | | | $ | 47,651 | | |
All other fees | | | | | — | | | | | | — | | |
Total fees | | | | $ | 1,441,824 | | | | | $ | 1,613,142 | | |
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Fees Billed to Vocera | Fiscal Year 2017 | Fiscal Year 2016 | ||||||
Audit fees(1) | $ | 1,594,100 | $ | 958,827 | ||||
Audit-related fees(2) | — | 47,000 | ||||||
Tax fees(3) | — | 43,835 | ||||||
All other fees | — | — | ||||||
Total fees | $ | 1,594,100 | $ | 1,049,662 |
The Dodd-Frank Wall Street Reform
“Say-on-Pay” vote.
Under the Section 14A of the Exchange Act, at least every six years our stockholders are entitled to cast an advisory vote to indicate the frequency with which we should hold future non-binding votes to approve named executive officer compensation, commonly known as a “say-when-on-pay” vote, or to abstain from voting.
We are requesting your non-binding vote to determine whether the frequency of the vote to approve the compensation of our named executive officers should be every 1 year, 2 years or 3 years. The Board of Directors and the Compensation Committee believe that annual votes will allow the Compensation Committee, management, and our stockholders to continue to engage in a timely, open and meaningful dialogue regarding our executive compensation philosophy, policies and practices.
The option of one year, two years or three years that receives the highest number of votes cast by the holders of shares represented in person or by proxy at the meeting and entitled to vote thereon will be the frequency for the advisory vote on named executive officer compensation that has been selected by stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote. As an advisory vote, the vote on Proposal 4 is not binding on us. However, the Board of Directors and the Compensation and Nominating and Governance Committees of the Board of Directors value the opinions of our stockholders and will consider the outcome of the vote when setting the frequency of the advisory vote on executive compensation.
Notwithstanding the Board of Directors’ recommendation and the outcome of the stockholder vote, the Board of Directors may, in the future, decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF EVERY YEAR (1 YEAR) FOR HOLDING FUTURE NON-BINDING VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
on March 6, 2022.
Since
stockholders, as described in the “Summary of the 2020 Equity Incentive Plan” section.
![]() | Plan Term: | ![]() | | June 5, 2020 (subject to approval by stockholders) to March 22, 2030 | |
Eligible Participants: | | | Only employees, including officers and directors who are also employees, are eligible to receive grants of incentive stock options. All other awards may be granted to any of our employees, directors, consultants, and independent contractors, provided that the grantee renders bona fide services to us. Our Compensation Committee determines which individuals will participate in the Plan. As of March 31, |
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| Shares Authorized: | | | If the | |
| Award Types: | | | (1) Non-qualified and incentive stock options | |
(2) Restricted stock awards | |||||
(3) Stock bonus awards | |||||
(4) Stock appreciation rights | |||||
(5) Restricted stock units | |||||
(6) Performance | |
| ||||
Limits on Awards: | | | No more than 1,000,000 shares may be granted to any individual under the Plan during any calendar year, other than new employees, who are eligible to receive up to 2,000,000 shares in the calendar year during which they begin employment. | |
Vesting: | | | Vesting schedules are determined by our Compensation Committee when each award is granted. However, in no event shall any award have a vesting schedule pursuant to which such awards vest in less than 12 months from the date of |
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| Award Terms: | | | Stock options have a term of ten years from the date the options were granted, except in the case of incentive stock options granted to holders of more than 10% of our voting power, which have a term no longer than five years. Stock appreciation rights have a term of ten years from the date they were granted. | |
| Terms applicable to Stock Options and Stock Appreciation Rights | | | The exercise price of grants made under the Plan of stock options or stock appreciation rights may not be less than the fair market value (the closing price of our common stock on the date of grant, and if that is not a trading day, the closing price of our common stock on the trading day immediately | |
| Terms applicable to Restricted Stock Awards, Restricted Stock Unit Awards, Performance Shares, Performance Units and Stock Bonus Awards | | | Our Compensation Committee determines the terms and conditions applicable to the granting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards. Our Compensation Committee may make the grant, issuance, retention and/or vesting of restricted stock awards, restricted stock unit awards, performance shares, performance units and stock bonus awards contingent upon continued employment with us, the passage of time, or such performance criteria and the level of achievement versus such criteria as it deems appropriate. Awards of performance shares or performance units may be settled in shares or in cash. | |
| Repricing Prohibited: | | | Repricing, or reducing the exercise price of outstanding options or stock appreciation rights, is prohibited without stockholder approval under the Plan. Such prohibited repricing includes substituting, or exchanging outstanding options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, unless approved by stockholders. | |
| Limited Recycling Provisions: | | | Shares surrendered to satisfy the withholding provisions for restricted stock or restricted stock units will be available for further grant under the Plan. | |
| Prohibition on Dividend Payments on Unvested Shares: | | | Shares of common stock subject to unvested awards shall not be eligible for payment of dividends. | |
CEO stock holding requirements: | | Shares acquired (net of taxes) under the Plan | | ||
| Director Awards: | | | Non-employee directors may not receive an award of more than (i) $600,000 in value of shares of common stock in the year of any such director’s initial appointment to the Board, or (ii) $400,000 in value of shares of common stock in any other calendar year. | |
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Name and Position | Dollar Value | |||
Non-Employee Director Group (7 persons)(1) | $ | 135,000 | (2) |
Name and Position | Dollar Value | | |||||
Non-Employee Director Group (8 persons) | | | | $ | 145,000(1) | | |
Name | | | Number of Options Granted | | | Number of Shares of Restricted Stock Units Granted | | ||||||
Brent D. Lang, President and Chief Executive Officer | | | | | — | | | | | | — | | |
Justin R. Spencer, Chief Financial Officer | | | | | — | | | | | | — | | |
Paul T. Johnson, Executive Vice President of Sales and Services | | | | | — | | | | | | — | | |
M. Bridget Duffy, Chief Medical Officer | | | | | — | | | | | | — | | |
Douglas A. Carlen, Vice President, Legal and General Counsel | | | | | — | | | | | | — | | |
All current executive officers as a group (5 persons) | | | | | — | | | | | | — | | |
All current non-employee directors as a group (8 persons) | | | | | — | | | | | | — | | |
All employees, excluding current executive officers | | | | | — | | | | | | — | | |
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Name | Number of Options Granted | Number of Shares of Restricted Stock Units Granted | ||||||
Brent D. Lang, President and Chief Executive Officer | 409,927 | 273,359 | ||||||
Justin R. Spencer, Chief Financial Officer | 40,000 | 98,156 | ||||||
Paul T. Johnson, Executive Vice President of Sales and Services | 115,658 | 94,042 | ||||||
M. Bridget Duffy, Chief Medical Officer | 55,472 | 67,732 | ||||||
Douglas A. Carlen, Vice President, Legal and General Counsel | — | 60,504 | ||||||
All current executive officers as a group (5 persons) | 621,057 | 593,793 | ||||||
All current non-employee directors as a group (8 persons) | 256,409 | 63,906 | ||||||
All employees, excluding current executive officers | 354,630 | 1,197,995 |
Except as otherwise provided in the Plan, awards granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of except by will or the laws of descent and distribution. No award may be made subject to execution, attachment or other similar process.
grant under the 2012 Plan or authorized for grant to an individual in a calendar year. In the event the successor corporation refuses to assume or substitute the awards outstanding under the Plan, the outstanding awards shall accelerate in full. All awards need not be treated similarly. Awards held by non-employee directors shall accelerate in full.
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage | | ||||||
5% or greater stockholders | | | | | | | | | | | | | |
Brown Capital Management, LLC(1) | | | | | 5,399,806 | | | | | | 17.0% | | |
Conestoga Capital Advisors, LLC(2) | | | | | 3,299,664 | | | | | | 10.4% | | |
Alger Associates, Inc. (3) | | | | | 3,077,242 | | | | | | 9.7% | | |
Blackrock, Inc.(4) | | | | | 2,369,703 | | | | | | 7.5% | | |
Clearbridge Investments, LLC(5) | | | | | 1,635,704 | | | | | | 5.1% | | |
The Vanguard Group(6) | | | | | 1,624,833 | | | | | | 5.1% | | |
Named Executive Officers, Directors and Director Nominees | | | | | | | | | | | | | |
Michael Burkland | | | | | 28,517 | | | | | | * | | |
Douglas A. Carlen | | | | | 22,631 | | | | | | * | | |
M. Bridget Duffy(7) | | | | | 7,500 | | | | | | * | | |
Julie Iskow | | | | | — | | | | | | | | |
Howard E. Janzen | | | | | 44,381 | | | | | | * | | |
Paul T. Johnson(8) | | | | | 118,041 | | | | | | * | | |
Alexa King | | | | | 25,688 | | | | | | * | | |
Brent D. Lang(9) | | | | | 481,119 | | | | | | 1.5% | | |
John N. McMullen | | | | | 20,950 | | | | | | * | | |
Sharon L. O’Keefe(10) | | | | | 47,060 | | | | | | * | | |
Ronald A. Paulus | | | | | 3,774 | | | | | | * | | |
Justin R. Spencer | | | | | 78,057 | | | | | | — | | |
Bharat Sundaram | | | | | — | | | | | | * | | |
| | | | | | | | | | | * | | |
All officers and directors as a group (13 persons)(11) | | | | | 877,718 | | | | | | 2.7% | | |
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Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage | ||||||
5% or greater stockholders | ||||||||
Brown Capital Management, LLC(1) | 4,326,995 | 14.7 | % | |||||
Blackrock, Inc.(2) | 2,062,285 | 7.0 | % | |||||
AllianceBernstein L.P.(3) | 1,597,525 | 5.4 | % | |||||
Renaissance Technologies LLC(4) | 1,568,000 | 5.3 | % | |||||
Named Executive Officers and Directors | ||||||||
Michael Burkland | 5,876 | * | ||||||
Douglas A. Carlen | 4,424 | * | ||||||
M. Bridget Duffy(5) | 54,506 | * | ||||||
John B. Grotting(6) | 76,213 | * | ||||||
Jeffrey H. Hillebrand | 70,913 | * | ||||||
Howard E. Janzen | 54,546 | * | ||||||
Paul T. Johnson(7) | 153,506 | * | ||||||
Alexa King | 4,933 | * | ||||||
Brent D. Lang(8) | 525,163 | 1.8 | % | |||||
John N. McMullen(9) | 68,308 | * | ||||||
Sharon L. O’Keefe(10) | 64,175 | * | ||||||
Justin R. Spencer(11) | 87,273 | * | ||||||
Robert J. Zollars(12) | 328,012 | 1.1 | % | |||||
All officers and directors as a group (13 persons)(13) | 1,497,848 | 4.9 | % |
We saw significant improvement
introduced several strategically important new products.
designed to 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.
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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 of equity awards 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. | |
| ☑ Independent Compensation Advisor: The Compensation Committee selects and engages its own independent advisors. | |
| ☒ No Special Perquisites: We do not provide special perquisites for executives. |
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| ||||
| |
| ☒ No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. | |
| WHAT WE DO | | | WHAT WE DO NOT DO | |
| ☑ 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 | |
| ☒ 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. | | |
market data is an important reference in understanding general market practice, our actual compensation decisions reflect the Compensation Committee’s exercise of its business judgment after considering the following key factors:
The initial compensation arrangements with our named executive officers were the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire or appointment. In 2017,2019, the Compensation Committee and our Board of Directors considered numerous factors in determining whether to make adjustments to the cash and equity compensation of our executive officers, including our named executive officers. The Compensation Committee and our Board of Directors reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product and competitive factors, as well as the succession planning objectives for our various executive officer positions. The Compensation Committee and our Board of Directors also reviewed a study by Compensia regarding the compensation of executives at companies in our compensation peer groups to provide context and general guidance. However, as noted above, we do not
All other analyses related to executive compensation for 20172019 were conducted internally. Internal analyses included gathering and analyzing data, conducting a risk assessment relating to employee compensation and reviewing and advising on principal aspects of executive compensation. Base salaries, bonuses and equity awards for our executive officers were among the items reviewed based on market data provided by Compensia.
![]() | Aerohive Networks* | ![]() | |||
| HealthStream, Inc. | | |||
AppFolio, Inc. | | | LivePerson Inc. | | |
| Carbonite, Inc. | | MobileIron, Inc. | | |
| Castlight Health, Inc. | | Model N, Inc. | | |
| Computer Programs and Systems, Inc. | | Omnicell, Inc. | | |
Control4 | | Rapid7, Inc. | | ||
| Evolent Health, Inc. | | Tabula Rasa HealthCare* | | |
| Five9, Inc. | | Workiva Inc. | |
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| ||
Name | | | Target Bonus (as % of Base Salary) | | | Target Bonus Amount ($) | | ||||||
Brent D. Lang | | | | | 100% | | | | | | 500,000 | | |
Justin R. Spencer | | | | | 60% | | | | | | 212,400 | | |
Paul T. Johnson | | | | | 36% | | | | | | 127,440 | | |
M. Bridget Duffy | | | | | 25% | | | | | | 85,250 | | |
Douglas A. Carlen | | | | | 40% | | | | | | 115,600 | | |
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Name | Target Bonus (as % of Base Salary) | Target Bonus Amount ($) | ||||||
Brent D. Lang | 100 | % | 412,000 | |||||
Justin R. Spencer | 60 | % | 204,000 | |||||
Paul T. Johnson | 36 | % | 122,400 | |||||
M. Bridget Duffy | 25 | % | 82,000 | |||||
Douglas A. Carlen | 40 | % | 111,200 |
For 2017,2019, the payment of cash bonuses was based on the achievement of a revenue target, with the bonus calculation being further conditioned on achievement of an adjusted EBITDA threshold. This structure is based on our Compensation Committee and Board decision that the most important factor in increasing stockholder value in 20172019 was growth of our revenue. The Compensation Committee further determined that the inclusion of an earnings metric, such as the adjusted EBITDA threshold, would help to ensure that revenue growth was sought in a fiscally prudent manner. These revenue and adjusted EBITDA measures are provided below and were established by the Compensation Committee based on the corresponding amounts in the annual financial plan approved by the Board of Directors. 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.
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H1 Target | H1 Threshold | H1 Actual | Attainment | H2 Target | H2 Threshold | H2 Actual | Attainment | |||||||||||||||||||||||||
Revenue | $73.7 million | — | $74.7 million | 101.5% | $87.4 million | — | $87.8 million | 100.5% | ||||||||||||||||||||||||
Adjusted EBITDA | — | ($5.3 million) | ($0.5 million) | Met | — | $6.5 million | $13.6 million | Met |
| | | | H1 Target | | | H1 Threshold | | | H1 Actual | | | Attainment | | | H2 Target | | | H2 Threshold | | | H2 Actual | | | Attainment | |
| Revenue | | | $80.4 million | | | — | | | $80.1 million | | | 99.6% | | | $113.4 million | | | — | | | $100.4 million | | | 88.6% | |
| Adjusted EBITDA | | | — | | | ($6.4 million) | | | $0.4 million | | | Met | | | — | | | $17.3 million | | | $16.5 million | | | Not Met | |
Name | | | Cash Bonus at Minimum Threshold ($) | | | Cash Bonus at Target ($) | | | Cash Maximum Bonus ($) | | | Cash Actual Bonus ($) | | ||||||||||||
Brent D. Lang | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 241,745 | | |
Justin R. Spencer | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | | 102,693 | | |
Paul T. Johnson (1) | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | 61,616 | | |
M. Bridget Duffy (2) | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | | 41,218 | | |
Douglas A. Carlen | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | 55,891 | | |
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Name | Cash Bonus at Minimum Threshold ($) | Cash Bonus at Target ($) | Cash Maximum Bonus ($) | Cash Actual Bonus ($) | ||||||||||||
Brent D. Lang | 82,400 | 412,000 | 824,000 | 453,211 | ||||||||||||
Justin R. Spencer | 40,800 | 204,000 | 408,000 | 224,405 | ||||||||||||
Paul T. Johnson(1) | 24,480 | 122,400 | 244,800 | 134,643 | ||||||||||||
M. Bridget Duffy(2) | 16,400 | 82,000 | 164,000 | 90,202 | ||||||||||||
Douglas A. Carlen | 22,240 | 111,200 | 222,400 | 122,323 |
Named Executive Officer | | | Number of Shares Subject to RSU Award(1) (#) | | | Grant Date Fair Value of RSU Award(2) ($) | | ||||||
Brent D. Lang | | | | | 89,659 | | | | | | 2,901,365 | | |
Justin R. Spencer | | | | | 29,886 | | | | | | 967,111 | | |
Paul T. Johnson | | | | | 29,886 | | | | | | 967,111 | | |
M. Bridget Duffy | | | | | 22,414 | | | | | | 725,317 | | |
Douglas A. Carlen | | | | | 22,414 | | | | | | 725,317 | | |
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Named Executive Officer | Number of Shares Subject to RSU Award(1) (#) | Grant Date Fair Value of RSU Award(2) ($) | ||||||
Brent D. Lang | 97,885 | $ | 2,637,022 | |||||
Justin R. Spencer | 33,281 | 896,590 | ||||||
Paul T. Johnson | 33,281 | 896,590 | ||||||
M. Bridget Duffy | 23,492 | 632,874 | ||||||
Douglas A. Carlen | 23,492 | 632,874 |
Jeffrey H. Hillebrand,
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 | | | | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | 2,901,365 | | | | | | 241,745 | | | | | | 3,643,110 | | |
| | | 2018 | | | | | | 505,538(1) | | | | | | — | | | | | | 3,072,978 | | | | | | 433,546 | | | | | | 4,012,062 | | | ||
| | | 2017 | | | | | | 408,000 | | | | | | — | | | | | | 2,637,022 | | | | | | 453,211 | | | | | | 3,498,233 | | | ||
Justin R. Spencer Chief Financial Officer | | | | | 2019 | | | | | | 354,000 | | | | | | — | | | | | | 967,111 | | | | | | 102,693 | | | | | | 1,423,804 | | |
| | | 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 | | | ||
Paul T. Johnson Executive Vice President of Sales and Services | | | | | 2019 | | | | | | 354,000 | | | | | | — | | | | | | 967,111 | | | | | | 131,187(5) | | | | | | 1,452,298 | | |
| | | 2018 | | | | | | 349,333 | | | | | | — | | | | | | 1,024,308 | | | | | | 192,404(5) | | | | | | 1,566,046 | | | ||
| | | 2017 | | | | | | 336,667 | | | | | | — | | | | | | 896,590 | | | | | | 223,670(5) | | | | | | 1,456,927 | | | ||
M. Bridget Duffy Chief Medical Officer | | | | | 2019 | | | | | | 341,000 | | | | | | — | | | | | | 725,317 | | | | | | 142,603(6) | | | | | | 1,208,920 | | |
| | | 2018 | | | | | | 351,935(1) | | | | | | — | | | | | | 768,231 | | | | | | 146,722(6) | | | | | | 1,266,887 | | | ||
| | | 2017 | | | | | | 325,333 | | | | | | — | | | | | | 632,874 | | | | | | 169,343(6) | | | | | | 1,127,550 | | | ||
Douglas A. Carlen Vice President, Legal and General Counsel | | | | | 2019 | | | | | | 289,000 | | | | | | — | | | | | | 725,317 | | | | | | 55,891 | | | | | | 1,070,209 | | |
| | | 2018 | | | | | | 289,751(1) | | | | | | 5,000(4) | | | | | | 768,231 | | | | | | 100,236 | | | | | | 1,163,218 | | | ||
| | | 2017 | | | | | | 276,000 | | | | | | — | | | | | | 632,874 | | | | | | 122,323 | | | | | | 1,031,198 | | |
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Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | ||||||||||||||||||
Brent D. Lang | 2017 | 408,000 | — | 2,637,022 | 453,211 | 3,498,233 | ||||||||||||||||||
President and Chief Executive Officer | 2016 | 400,000 | — | 2,064,731 | 694,262 | 3,158,993 | ||||||||||||||||||
2015 | 400,000 | — | 1,906,125 | 552,697 | 2,858,822 | |||||||||||||||||||
Justin R. Spencer | 2017 | 336,667 | — | 896,590 | 224,405 | 1,457,662 | ||||||||||||||||||
Chief Financial Officer | 2016 | 330,000 | — | 774,277 | 315,021 | 1,419,298 | ||||||||||||||||||
2015 | 330,000 | — | 684,243 | 250,786 | 1,265,029 | |||||||||||||||||||
Paul T. Johnson | 2017 | 336,667 | — | 896,590 | 223,670 | (3) | 1,456,927 | |||||||||||||||||
Executive Vice President of Sales and Services | 2016 | 330,000 | — | 702,015 | 289,458 | (3) | 1,321,473 | |||||||||||||||||
2015 | 330,000 | — | 684,243 | 228,506 | (3) | 1,242,749 | ||||||||||||||||||
M Bridget Duffy | 2017 | 325,333 | — | �� | 632,874 | 169,343 | (4) | 1,127,550 | ||||||||||||||||
Chief Medical Officer | 2016 | 320,000 | — | 516,189 | 227,027 | (4) | 1,063,216 | |||||||||||||||||
2015 | 320,000 | — | 488,746 | 201,272 | (4) | 1,010,018 | ||||||||||||||||||
Douglas A. Carlen | 2017 | 276,000 | — | 632,874 | 122,323 | 1,031,198 | ||||||||||||||||||
Vice President, Legal and General Counsel | 2016 | 134,082 | (5) | $ | 10,000 | 822,162 | 103,154 | 1,069,398 | ||||||||||||||||
2015 | — | — | — | — | — |
| | | Grant Date | | | 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 ($)(3) | | ||||||||||||||||||||||||
Name | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||
Brent D. Lang | | | | | | | | | | | 100,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 89,659 | | | | | | 2,901,365 | | |
Justin R. Spencer | | | | | | | | | | | 42,480 | | | | | | 212,400 | | | | | | 424,800 | | | | | ||||||||||
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 29,886 | | | | | | 967,111 | | |
Paul T. Johnson | | | | | | | | | | | 25,488 | | | | | | 127,440 | | | | | | 254,880 | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 29,886 | | | | | | 967,111 | | |
M. Bridget Duffy | | | | | | | | | | | 17,050 | | | | | | 85,250 | | | | | | 170,500 | | | | | ||||||||||
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 22,414 | | | | | | 725,317 | | |
Douglas A. Carlen | | | | | | | | | | | 23,120 | | | | | | 115,600 | | | | | | 231,200 | | | | | | ��� | | | | | | | | |
| | | | | 5/31/2019 | | | | | | | | | | | | | | | | | | | | | | | | 22,414 | | | | | | 725,317 | | |
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Name | Grant Date | 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 ($)(3) | ||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||||
Brent D. Lang | 82,400 | 412,000 | 824,000 | |||||||||||||||||||||
6/1/2017 | 97,885 | 2,637,022 | ||||||||||||||||||||||
Justin R. Spencer | 40,800 | 204,000 | 408,000 | |||||||||||||||||||||
6/1/2017 | 33,281 | 896,590 | ||||||||||||||||||||||
Paul T. Johnson | 24,480 | 122,400 | 244,800 | |||||||||||||||||||||
6/1/2017 | 33,281 | 896,590 | ||||||||||||||||||||||
M. Bridget Duffy | 16,400 | 82,000 | 164,000 | |||||||||||||||||||||
6/1/2017 | 23,492 | 632,874 | ||||||||||||||||||||||
Douglas A. Carlen | 22,240 | 111,200 | 222,400 | |||||||||||||||||||||
6/1/2017 | 23,492 | 632,874 |
2019
| | | 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 | | | | | 5/31/2013 | | | | | | | | | | | | | | | | | | 109,896 | | | | | | — | | | | | | 14.76 | | | | | | 5/31/2023 | | |
| | | | | 6/1/2014 | | | | | | | | | | | | | | | | | | 157,699 | | | | | | — | | | | | | 12.92 | | | | | | 6/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 32,635 | | | | | | 677,503 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 77,254 | | | | | | 1,603,793 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 89,659 | | | | | | 1,861,321 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Justin R. Spencer | | | | | 9/2/2014 | | | | | | | | | | | | | | | | | | 20,000 | | | | | | — | | | | | | 9.01 | | | | | | 9/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 11,096 | | | | | | 230,353 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 25,751 | | | | | | 534,591 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 29,886 | | | | | | 620,433 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul T. Johnson | | | | | 11/1/2013 | | | | | | | | | | | | | | | | | | 60,000 | | | | | | — | | | | | | 17.31 | | | | | | 11/1/2023 | | |
| | | | | 6/1/2014 | | | | | | | | | | | | | | | | | | 18,552 | | | | | | — | | | | | | 12.92 | | | | | | 6/1/2024 | | |
| | | | | 6/1/2017 | | | | | | 11,096 | | | | | | 230,353 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 25,751 | | | | | | 534,591 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 29,886 | | | | | | 620,433 | | | | | | | | | | | | | | | | | | | | | | | | | | |
M. Bridget Duffy | | | | | 5/31/2012 | | | | | | | | | | | | | | | | | | 7,500 | | | | | | — | | | | | | 24.15 | | | | | | 5/31/2022 | | |
| | | | | 6/1/2017 | | | | | | 7,833 | | | | | | 162,613 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 19,313 | | | | | | 400,938 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 22,414 | | | | | | 465,315 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Douglas A. Carlen | | | | | 6/1/2017 | | | | | | 7,833 | | | | | | 162,613 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 6/1/2018 | | | | | | 19,313 | | | | | | 400,938 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 5/31/2019 | | | | | | 22,414 | | | | | | 465,315 | | | | | | | | | | | | | | | | | | | | | | | | | | |
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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 | 67,000 | — | 5.04 | 5/5/2021 | |||||||||||||||||||||||
5/31/2012 | 47,500 | — | 24.15 | 5/31/2022 | ||||||||||||||||||||||||
5/31/2013 | 157,728 | — | 14.76 | 5/31/2023 | ||||||||||||||||||||||||
6/1/2014 | 137,987 | (6) | 19,712 | 12.92 | 6/1/2024 | |||||||||||||||||||||||
6/1/2015 | 57,920 | 1,750,342 | ||||||||||||||||||||||||||
6/1/2016 | 117,554 | 3,552,482 | ||||||||||||||||||||||||||
6/1/2017 | 97,885 | 2,958,085 | ||||||||||||||||||||||||||
Justin R. Spencer | 9/2/2014 | 33,333 | (6) | 16,667 | 9.01 | 9/2/2024 | ||||||||||||||||||||||
6/1/2015 | 20,792 | 628,334 | ||||||||||||||||||||||||||
6/1/2016 | 44,083 | 1,332,188 | ||||||||||||||||||||||||||
6/1/2017 | 33,281 | 1,005,752 | ||||||||||||||||||||||||||
Paul T. Johnson | 11/1/2013 | 60,000 | — | 17.31 | 11/1/2023 | |||||||||||||||||||||||
6/1/2014 | 64,935 | (6) | 9,276 | 12.92 | 6/1/2024 | |||||||||||||||||||||||
6/1/2015 | 20,792 | 628,334 | ||||||||||||||||||||||||||
6/1/2016 | 39,969 | 1,207,863 | ||||||||||||||||||||||||||
6/1/2017 | 33,281 | 1,005,752 | ||||||||||||||||||||||||||
M. Bridget Duffy | 5/31/2012 | 7,500 | — | 24.15 | 5/31/2022 | |||||||||||||||||||||||
5/31/2013 | 31,545 | — | 14.76 | 5/31/2023 | ||||||||||||||||||||||||
6/1/2014 | 10,629 | (6) | 5,798 | 12.92 | 6/1/2024 | |||||||||||||||||||||||
6/1/2015 | 14,851 | 448,797 | ||||||||||||||||||||||||||
6/1/2016 | 29,389 | 888,136 | ||||||||||||||||||||||||||
6/1/2017 | 23,492 | 709,928 | ||||||||||||||||||||||||||
Douglas A. Carlen | 8/1/2016 | 37,012 | 1,118,503 | |||||||||||||||||||||||||
6/1/2017 | 23,492 | 709,928 |
| | | 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 | | | | | 52,332 | | | | | | 1,140,483 | | | | | | 130,031 | | | | | | 4,193,500 | | |
Justin R. Spencer | | | | | 20,000 | | | | | | 490,350 | | | | | | 46,011 | | | | | | 1,483,855 | | |
Paul T. Johnson | | | | | 18,553 | | | | | | 481,636 | | | | | | 43,954 | | | | | | 1,417,517 | | |
M. Bridget Duffy | | | | | 31,545 | | | | | | 560,239 | | | | | | 32,182 | | | | | | 1,037,870 | | |
Douglas A. Carlen | | | | | — | | | | | | — | | | | | | 35,994 | | | | | | 1,061,043 | | |
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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 | — | — | 138,846 | 3,740,511 | ||||||||||||
Justin R. Spencer | 25,000 | 406,722 | 61,829 | 1,686,193 | ||||||||||||
Paul T. Johnson | — | — | 51,200 | 1,379,328 | ||||||||||||
M. Bridget Duffy | 29,955 | 302,216 | 36,060 | 971,456 | ||||||||||||
Douglas A. Carlen | — | — | 18,502 | 513,245 |
In addition, we have entered into a change of control severance agreement with Mr. Johnson in October 2013. The agreement with Mr. Johnson provides that, in the event of Mr. Johnson’s termination without cause, he will be entitled to receive cash severance payments equal to 75% of his annual base salary, plus 12 months of acceleration of outstanding equity awards and 9 months of COBRA coverage. For a termination without cause or resignation for good reason occurring within a Change of Control Period, the agreement provides that Mr. Johnson will be entitled to receive a cash severance payment equal to 100% of his annual base salary plus 100% of the greater of his target bonus for the year of termination or the amount of bonus paid to him in the prior year, plus acceleration of 100% of his outstanding equity awards in addition to 12 months of COBRA coverage.
The following table sets forth quantitative estimates of the benefits that would have accrued to our named executive officers pursuant to the terms of each of their respective severance agreements, assuming that such executive officer’s employment terminated on December 31, 20172019 and the conditions for such benefits were satisfied:
| | | | | | | | | | | | | | | Value of Accelerated Equity Awards | | | ||||||||||||||
Name | | | Cash Severance ($) | | | Benefit Continuation ($) | | | Stock Awards(1) ($) | | | Option Awards(2) ($) | | | Total ($) | | |||||||||||||||
Brent D. Lang | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 1,000,000 | | | | | | 34,715 | | | | | | 2,099,646 | | | | | | — | | | | | | 3,134,360 | | |
Within Change of Control Period | | | | | 1,500,000 | | | | | | 52,072 | | | | | | 4,142,616 | | | | | | — | | | | | | 5,694,689 | | |
Justin R. Spencer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 265,500 | | | | | | 18,129 | | | | | | 704,387 | | | | | | — | | | | | | 988,016 | | |
Within Change of Control Period | | | | | 566,400 | | | | | | 24,172 | | | | | | 1,385,377 | | | | | | — | | | | | | 1,975,949 | | |
Paul T. Johnson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 265,500 | | | | | | 25,819 | | | | | | 704,387 | | | | | | — | | | | | | 995,706 | | |
Within Change of Control Period | | | | | 481,440 | | | | | | 34,425 | | | | | | 1,385,377 | | | | | | — | | | | | | 1,901,242 | | |
M. Bridget Duffy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 170,500 | | | | | | 17,213 | | | | | | 518,128 | | | | | | — | | | | | | 705,841 | | |
Within Change of Control Period | | | | | 319,688 | | | | | | 25,819 | | | | | | 514,433 | | | | | | — | | | | | | 859,939 | | |
Douglas A. Carlen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Termination | | | | | 144,500 | | | | | | 17,213 | | | | | | 518,128 | | | | | | — | | | | | | 679,841 | | |
Within Change of Control Period | | | | | 303,450 | | | | | | 25,819 | | | | | | 514,433 | | | | | | — | | | | | | 843,702 | | |
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Name | Cash Severance ($) | Benefit Continuation ($) | Value of Accelerated Equity Awards | Total ($) | ||||||||||||||||
Stock Awards(1) ($) | Option Awards(2) ($) | |||||||||||||||||||
Brent D. Lang | ||||||||||||||||||||
Termination | 865,211 | 33,600 | 4,512,239 | 341,018 | 5,752,068 | |||||||||||||||
Within Change of Control Period | 1,297,816 | 50,400 | 8,260,909 | 341,018 | 9,950,143 | |||||||||||||||
Justin R. Spencer | ||||||||||||||||||||
Termination | 255,000 | 27,018 | 1,629,523 | 353,507 | 2,265,048 | |||||||||||||||
Within Change of Control Period | 564,405 | 36,024 | 2,966,274 | 353,507 | 3,920,210 | |||||||||||||||
Paul T. Johnson | ||||||||||||||||||||
Termination | 255,000 | 27,018 | 1,567,360 | 160,475 | 2,009,853 | |||||||||||||||
Within Change of Control Period | 474,643 | 36,024 | 2,841,949 | 160,475 | 3,513,091 | |||||||||||||||
M. Bridget Duffy | ||||||||||||||||||||
Termination | 164,000 | 12,660 | 1,129,382 | 100,305 | 1,406,347 | |||||||||||||||
Within Change of Control Period | 313,652 | 18,990 | 1,023,431 | 50,153 | 1,406,226 | |||||||||||||||
Douglas A. Carlen | ||||||||||||||||||||
Termination | 139,000 | 18,012 | 795,753 | — | 952,765 | |||||||||||||||
Within Change of Control Period | 300,242 | 27,018 | 914,216 | — | 1,241,476 |
Plan Category | | | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted average exercise price of outstanding options(1) ($) | | | Number of securities remaining available for future issuance under equity compensation plans (#) | | |||||||||
Equity compensation plans approved by security holders | | | | | 2,140,086(2) | | | | | | 13.48 | | | | | | 2,906,990 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 2,140,086 | | | | | | 13.48 | | | | | | 2,906,990 | | |
![]() | ![]() | ![]() | ![]() | |||||||||
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted average exercise price of outstanding options ($) | Number of securities remaining available for future issuance under equity compensation plans (#) | |||||||||
Equity compensation plans approved by security holders | 3,202,299 | (1) | 13.48 | (2) | 1,881,680 | (3) | ||||||
Equity compensation plans not approved by security holders | 175,353 | — | — | |||||||||
Total | 3,377,652 | 13.48 | 1,881,680 |
and the Securities and Exchange Commission.
Section 16 of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in 2017, other than with respect to Paul T. Johnson, who filed a single late Form 4 reporting one transaction in August 2017.
“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.
2.3.Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan.
4.ADMINISTRATION.
5.3.Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.
6.3.Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria. The Committee may adjust the performance goals to account for changes in law and accounting and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships, including without limitation (i) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.
7.STOCK BONUS AWARDS
Payment, if any, may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.
8.3.Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise less the Exercise Price; times (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.
10.PERFORMANCE AWARDS
The Committee may grant cash-settled Performance Awards to Participants under the terms of this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant performance period.
Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):
Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner (other than by will or by the laws of descent or distribution). If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime only by the Participant, or the Participant’s guardian or legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted Transferee. Shares held pursuant to Awards to the Company’s chief executive officer may not be sold, pledged, assigned, hypothecated, transferred or disposed of (other than by will, or by the laws of descent or inheritance, or by gift or domestic relations order) for a period of twelve (12) months following the date of vesting of such Shares,
provided that Shares may be sold or transferred to satisfy any withholding taxes as set forth in Section 13 of the Plan or in response to any medical or other personal emergency.the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note;provided,however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.
No termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation or rule.
Company, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.
other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.
Award.
“
ethics or conduct, any of the Company’s rules, policies or procedures applicable to the Participant or any agreement in effect between the Company and the Participant or (h) other conduct by such Participant that could be expected to be harmful to the business, interests or reputation of the Company. The determination as to whether Cause for a Participant’s termination exists will be made in good faith by the Company and will be final and binding on the Participant. This definition does not in any way limit the Company’s or any Parent’s, Subsidiary’s or Affiliate’s ability to terminate a Participant’s employment or services at any time as provided
“
or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.
28.13.“Dividend Equivalent Right”Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in
stockholders.
5 and granted under the Plan.
“Performance Share” meanspurpose of determining a performance share bonus granted asParticipant’s right to, and the payment of, a Performance Award.
interests.
Option).
the Company.
the date he or she ceases to be employed (regardless of whether the termination is in breach of local laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated by local law. The Committee will have sole discretion to determine whether a Participant has ceased to provide services for purposes of the Plan and the effective date on which the Participant ceased to provide services (the28.44. “Termination Date”).
“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).
Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.Votes submitted electronically must be received by 11:59 p.m. (Eastern) on June 4, 2020.OnlineGo to www.envisionreports.com/VCRA or scan the QR code — login details are located in the shaded bar below.Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money!Sign up for electronic delivery at envisionreports.com/VCRA2020 Annual Meeting Proxy Cardq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qA Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4.For Against Abstain For Against Abstain For Against Abstain +1. Election of Directors:01 - Julie Iskow 02 - Howard E. Janzen 03 - Alexa King2. Proposal to ratify appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.For Against Abstain3. Advisory vote on named executive officer compensation.For Against Abstain4. Proposal to adopt Vocera’s 2020 Equity Incentive Plan.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please 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 give full 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.038EJA3 3 B M +