Our Board of Directors has adopted a compensation policy with respect to the compensation of our
non-employee directors who are not serving due to an affiliation with our investors. Pursuant to this policy,
in 2021, each
non-employee director
receivesreceived annual cash compensation of
$40,000,$55,000 and
Mr. Farley, the
non-executive Chair of
ourthe Board
of Directors, receivesreceived an additional
annual cash compensation of $40,000.$60,000. Additionally, annual cash compensation for committee membership is as follows:
Audit Committee chair: $20,000;
Audit Committee member: $10,000;
Compensation Committee chair: $15,000;
Compensation Committee member: $7,500;
Nominating and Governance Committee chair: $10,000; and
Nominating and Governance Committee member: $5,000.
All annual cash compensation amounts are payable in equal quarterly installments in advance within the first 30 days of each quarter in which the service will occur. Cash retainers will be
pro-rated for any partial year service. Eligible directors may elect to receive cash retainers in the form of vested common stock.
In addition, under this policy on the date of each annual meeting of our stockholders each eligible director who continues to serve as a director of the Company following the meeting will be granted a
non-statutory option to purchase shares of our common stock and restricted stock unit award
each valued at
$50,000,$100,000, vesting in full one year from the grant date and, in any event, will be fully vested on the date of the next annual meeting of our stockholders or upon a change in control of the Company, subject to continued service as a director through the applicable vesting date. Mr.
Farley,Cascella, the
non-executive Chair of our Board of Directors, receives an additional restricted stock unit award valued at $25,000 for his service as the
non-executive Chair. Eligible directors who are appointed outside of an annual meeting also will receive these equity awards, except their values will be
pro-rated to reflect a partial year of service between annual meeting dates.
The exercise price per share of each option to purchase shares of our common stock granted under the director compensation policy will be equal to 100% of the fair market value of the underlying common stock on the date of grant.
Mr. Thatcher,Sullivan, our President and Chief Executive Officer, receives no compensation for his service as a director.
The following table provides information for the year ended December 31, 20182021 regarding all compensation awarded to, earned by or paid to each person who served as anon-employee director during the year ended December 31, 2018.2021. Other than as set forth in the table and the narrative that follows it, in the year ended December 31, 20182021 we did not pay any fees to ournon-employee directors, make any equity ornon-equity awards tonon-employee directors or pay any other compensation tonon-employee directors.
All compensation that we paid to Mr.
Thatcher,Sullivan, our only employee director
in 2021, is
presentedinpresented in the tables summarizing Named Executive Officer compensation in the section entitled “Executive Compensation.”
No compensation was paid to Mr. Thatcher in his capacity as a director during the year ended December 31, 2018.2018
2021 DIRECTOR COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | | | |
Name | | Fees Earned or Paid in Cash ($) | | | Restricted Stock Awards ($)(1) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | |
(a) | | (b) | | | (c) | | | (d) | | | (g) | | | (h) | |
Brian Farley(2) | | $ | 86,250 | | | | — | | | $ | 32,034 | | | | — | | | $ | 118,284 | |
Glenn Muir(3) | | $ | 30,000 | | | | — | | | $ | 25,627 | | | | — | | | $ | 55,627 | |
Ron Hunt(4) | | $ | 23,750 | | | | — | | | $ | 25,627 | | | | — | | | $ | 49,377 | |
Stephen Campe(5) | | $ | 27,500 | | | | — | | | $ | 25,627 | | | | — | | | $ | 53,127 | |
Paulina Hill(6) | | $ | 25,000 | | | | — | | | $ | 25,627 | | | | — | | | $ | 50,627 | |
Wilfred Jaeger(7) | | $ | 27,500 | | | | — | | | $ | 25,627 | | | | — | | | $ | 53,127 | |
John Bakewell(2) | | | $78,125 | | | $99,989 | | | — | | | — | | | $178,114 |
Robert Casella(3) | | | $78,750 | | | $141,673 | | | — | | | — | | | $220,423 |
Sheryl Conley(4) | | | $70,000 | | | $99,989 | | | — | | | — | | | $169,989 |
Brian Farley (5) | | | $60,000 | | | — | | | | | | | | | $60,000 |
Wilfred Jaeger(6) | | | $64,375 | | | $99,989 | | | — | | | — | | | $164,364 |
Glenn Muir(7) | | | $82,500 | | | $99,989 | | | — | | | — | | | $182,489 |
Megan Rosengarten(8) | | | $26,042 | | | $83,336 | | | — | | | — | | | $109,377 |
Bruce Shook(8) | | | $65,000 | | | $99,989 | | | — | | | — | | | $164,989 |
(1)
| The amounts reported represent the aggregate grant date fair value of the options to purchase shares of our common stock and restricted stock unit awards that may be settled for shares of our common stock granted to ournon-employee directors in 2018, calculated in accordance with the Financial Accounting Standard Board’s ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. See Note 12 (Share Based Compensation) to our financial statements as included in our Annual Report on Form10-K filed with the Securities and Exchange Commission on March 5, 2019 for the assumptions used in calculating the grant date fair value of the stock options and stock awards reported in these columns. 2021, |
HOUSEHOLDINGTABLE OF PROXY MATERIALSCONTENTS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Neuronetics stockholders will be “householding” the Company’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or Neuronetics. Direct your written request to Neuronetics, Inc., 3222 Phoenixville Pike, Malvern, Pennsylvania 19355, Attention: Corporate Secretary. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.